Fletcher Building Limited Annual Report 2019

Plain-text annual report

Fletcher Building Limited Annual Report 2019 contents Contents Where we are right now The Results This Annual Report is dated 21 August 2019 and is signed on behalf of the Board by: Bruce Hassall Chair Robert McDonald Director When used in this annual report, references to the ‘Company’ are references to Fletcher Building Limited. References to ‘Fletcher Building’ or the ‘Group’ are to Fletcher Building Limited, together with its subsidiaries and its interests in associates and joint ventures. All references to financial years (e.g. FY18 and FY19) in this annual report are to the financial year ended 30 June. References to $ and NZ$ are to New Zealand dollars unless otherwise stated. In certain sections of this report the Group has chosen to present certain financial information exclusive of the impact of Significant Items and/or the results of the Building + Interiors (B+I) business unit, consistent with previous market guidance. Where such information is presented, it is clearly described and marked with an appropriate footnote. This allows the readers of this report to better understand the underlying operations and performance of the Group. Results at a Glance Revenue $9,307m 2018 $9,471m (p) 2% Net earnings/(loss) $164m 2018 $(190)m EBIT before significant items (1) $631m 2018 $50m Cash flows from operating activities $153m 2018 $396m (p) 61% Earnings per share 19.2¢ 2018 (25.5)¢ Return on funds employed (ROFE) before significant items (1) 11.8% 2018 0.9% (p) 10.9 ppts Total dividend 23CPS 2018 nil EBIT margin before significant items (1) 6.8% 2018 0.5% (p) 6.3 ppts Safety TRIFR (2) 5.0 2018 5.1 (p) 2% Employee engagement 71% 2018 70% (p) 1 ppt Carbon Emission Intensity (3) 139 2018 149 (p) 10 pts Customer NPS (4) 41 2018 33 (p) 8 pts (1) Measures before significant items are non-GAAP measures used by management to assess the performance of the Group and have been derived from Fletcher Building Limited’s financial statements for the year ended 30 June 2019. (2) Total recordable injury frequency rate. Measured by the total number of recordable injuries per million hours worked. (3) CO2 tonnes for every $1 million of revenue. (4) Net Promoter Score is a measure of how satisfied our customers are with our business. 1 Fletcher Building Limited Annual Report 2019Where we work We employ over 16,000 people in New Zealand, Australia and the South Pacific. Australia $3b 300+ Revenue Operating sites 5,000 + people across Australia 2 Fletcher Building Limited Annual Report 2019800 Approx. people working on construction in the South Pacific 10,000 Approx. people across almost every region of New Zealand Our people are committed to working together to deliver for our customers and to support our communities. New Zealand $5b 400+ Revenue Operating sites 3 Fletcher Building Limited Annual Report 2019Chair’s Report 4 Dear Shareholders DELIVERING ON STRATEGY AND RETURN TO PROFITS Through the FY19 year, Fletcher Building delivered against all the key areas of its plans, despite challenges in Australia, and returned the Group to profitability with net earnings attributable to shareholders of $164 million compared to a loss of $190 million in the prior year. We also reinstated dividends and, through the $1.3 billion divestment of the international businesses, ended the year with a strong balance sheet with net debt of $325 million. DIVIDEND AND SHAREHOLDER RETURNS We are pleased that the Company’s significantly improved earnings and strong cash flows have enabled the Board to approve a final dividend for the year ended 30 June 2019 of 15 cents per share (unimputed and unfranked) to be paid on 19 September 2019. Combined with the 8 cents per share interim dividend, this brings the total dividend to 23 cents per share for the FY19 year. The Board is pleased that we have been able to resume payment of a dividend and that we can now begin again to reward our many shareholders who have remained loyal to the Company during a difficult period. Given the strength of the balance sheet, our confidence in the B+I provisions and our outlook generally we are also returning up to $300 million to shareholders through an on-market share buyback. The buyback will commence following release of the Company’s full year results. Bruce Hassall, Chair. Fletcher Building Limited Annual Report 2019HEALTH AND SAFETY ANNUAL SHAREHOLDER MEETING This year’s Annual Shareholder Meeting will be held in November 2019. We look forward to shareholders taking the opportunity to ask questions, if they wish. LOOKING AHEAD This year, we implemented what was planned and outlined in June 2018 – we stabilised the Group, returned to profits, reinstated dividends, and focused our activities back on New Zealand and Australia. This sets us up well to drive strong performance across all our businesses, in particular, our Australia businesses, in the coming financial year and as we make further progress on executing our strategy. Bruce Hassall Chair We were very saddened at the tragic deaths of five of our people during the year. These incidents continue to remind us of the importance of taking a vigilant approach to safety. The Board has placed intense scrutiny on health and safety and on improving safety performance. We will continue to stay focused on this as management implement a business-wide reset of safety across all of Fletcher Building. GOVERNANCE In September, we welcomed five new independent directors, who have added valuable expertise, bringing a range of complementary commercial, operational and governance experience to the Board skill set. During the year, Board members placed an added emphasis on getting close to the operating businesses through a greater number of site tours and meetings with management across the Group. I am confident the Board has appropriate governance and oversight of the operations of the Group. On behalf of my Board colleagues, I would like to express our appreciation for all the dedication of the Group’s employees during FY19 and for the resilience and commitment they showed during one of the most difficult periods in the Company’s history. I am privileged to have become Fletcher Building’s Chair at a pivotal point in its long history and I am pleased with the progress we have made through this year. You can rest assured that I and my fellow Board members are focused on delivering enhanced value to all our shareholders and building strong relationships of trust with our key stakeholders. 5 Fletcher Building Limited Annual Report 2019 CEO’s Report 6 At the beginning of the year we identified three stages to the repositioning of Fletcher Building; firstly, to stabilise the business through FY19, then to drive performance through FY20, and from FY21 onwards drive growth. Through this year we achieved what we needed to and we remain on track. It was both pleasing and important to see the business deliver against our financial goals, albeit Australia was tougher than expected; and across our key actions through FY19. This performance however, was somewhat overshadowed by the fatalities we experienced in our Steel and Construction divisions which I discuss in more detail later. Our overarching theme through the year was to get focused and this was achieved; we successfully sold our Northern Hemisphere businesses, we stabilised Construction, we made a material intervention in Australia to set it up for a turnaround, and through all this stayed focused on our strong core New Zealand businesses. HEALTH AND SAFETY We have an unwavering commitment to the health and safety of our people and those who work with us. We were therefore deeply saddened that during the year we had five fatalities in our business. Our focus immediately after these was to support the families, friends and workmates who were impacted by these tragedies, and to ensure these would not be repeated. We also engaged more broadly across government and industry to change standard industry work practices where appropriate. Beyond this we embarked on a multi-year reset of our safety programs and approach across the entire business. The leadership team and I are committed to making Fletcher Building a consistently safe place where everyone who works with us, returns home safely to their families each and every day. Ross Taylor, CEO. Fletcher Building Limited Annual Report 2019PERFORMANCE Fletcher Building’s performance in FY19 was solid and importantly we finished the year within our earnings guidance range. Group EBIT before significant items was $631 million, compared to $50 million in the prior year. Significant items of $234 million were incurred through the divestment of our International businesses and through restructuring charges taken to reset our Australia division. Group revenue was $9,307 million, which was slightly down on FY18, but excluding B+I revenue was slightly higher than the prior period. Our core New Zealand divisions, including residential, delivered good results, and despite operating in a highly competitive environment these businesses maintained strong market positions and revenues. The Construction division stabilised and returned to profitability during FY19, and we continue to remain within the provisions set for the legacy B+I projects in February 2018. Only six of these projects remain to be completed, and of these projects only two will extend into calendar 2020. We announced in June that we would resume bidding for new vertical construction work and will do so in a very measured and disciplined way. A combination of a tough residential market, rising input costs and poor operating disciplines in some areas saw the Australian division deliver lower than expected results for the year. That said it was always identified as a “turnaround” and the team successfully implemented a decisive intervention through the year to set these businesses up for profit growth in FY20. A highlight of the year was the successful sale of the Formica and Roof Tile Group businesses. These were both completed ahead of schedule and the proceeds received were above expectations. The exit of these businesses leaves the Group with a more focused and manageable footprint and has materially strengthened the Company’s balance sheet. the company, as well as supporting people with appropriate training and development. These changes underpinned a continuing rise in employee engagement through the year. CUSTOMER SATISFACTION Great customer service underpins our business, and in FY19 we saw an increase in our customer satisfaction measure, reflecting our focus in this area. We continue to look to have all businesses performing at top quartile levels on customer satisfaction measures over the coming few years. SUSTAINABILITY AND INNOVATION Our sustainability journey continued to develop in FY19 as we work to increase the transparency of reporting in this space and move towards an integrated reporting model. We are committed to reducing our carbon footprint and are in the process of setting a science-based target for carbon emissions reduction. We have a range of initiatives underway which include the diversion of up to half of all New Zealand’s used tyres into fuel to be used in the manufacture of cement, the recycling of plastic waste into the manufacture of our plastic pipes, and the planned investment in a new state-of-the-art Winstone Wallboards factory, which will enable the recycling of used plasterboard and the reduction of carbon emissions by 15%. In addition, we are in the final stages of building a scale housing panelisation factory in Auckland which will facilitate both higher quality homes and a significant reduction in the average total time of constructing a home. OUTLOOK CAPITAL MANAGEMENT We made considerable gains with strengthening the company’s balance sheet during FY19 and ended the year well below our target leverage range following the successful sale of Formica for $1.2 billion. This has allowed us to commence a debt reduction program which will total between $700 million and $800 million across FY19 and FY20. In New Zealand we expect residential consents to ease slightly off current peaks, non-residential construction to remain at similar levels, and infrastructure spend to ease in major roading with a move to road safety, water, and rail. And in Australia we expect the contraction in residential to continue, and the non-residential and East Coast infrastructure market to be broadly flat. The Company intends to maintain a prudent balance sheet while our performance reset continues. CONCLUSION But having taken this into consideration we will return up to $300 million to shareholders by way of an on-market share buyback to commence following full year results. Dividend payments were reinstated during FY19 with a total dividend for the year of 23 cents per share. Through FY19 we achieved what we said we would, and this positions us well to drive performance through FY20. I thank our shareholders, people, customers and suppliers for their continued support of Fletcher Building, and I look forward to updating you on our progress during FY20 and beyond. EMPLOYEE ENGAGEMENT Through the year, the benefits of our leaner organisation, greater communication, and the shift of key skills and overhead into the operating businesses, started to emerge. We also made good progress on evolving and improving leadership through all levels of Ross Taylor CEO 7 Fletcher Building Limited Annual Report 2019Strategy Our vision is to be the undisputed leader in New Zealand and Australian building solutions with products and distribution at our core. 1. REFOCUS ON THE NZ CORE 3. STRENGTHEN AUSTRALIA The new divisional structure for FY19 established a single leadership team for the Australian businesses that is based in-market. While the division faced significant market headwinds mainly through a sharp decline in residential markets during FY19, it also had poor operating disciplines in some of our businesses. Decisive intervention during the year has resulted in clear business unit priorities being established, including a cost-out programme and targeted growth investment to set the business up for performance improvement and growth. The division has emerged from FY19 with much of this programme underway. It is targeting $100 million of gross annual cost-out benefit by FY21 with approximately $50 million of this to flow to net EBIT in FY21. The Group continues to target the Australia division generating 7% EBIT margins in the medium term. 4. EXIT NON-CORE BUSINESSES One of the key highlights of FY19 was completing the sale of both the Formica and Roof Tile Group global businesses ahead of schedule and for strong valuations. The sale proceeds from these have resulted in a very strong Group balance sheet and enabled a number of changes to the Group capital structure, as outlined throughout this report. The completion of this key focus area leaves the Group with a more focused and manageable footprint, operating in the New Zealand and Australian markets. We continue to defend and grow our NZ building materials and distribution businesses and leverage our position in residential. Our divisional and business unit leadership teams have evolved as our key performance criteria are lifted. The NZ businesses continue to benefit from the elevated market backdrop which has held revenues at high levels. We have maintained our competitive positions and market shares throughout the year, however, margins have either held flat or seen some compression across most businesses. Having dealt with our other priorities, such as the exit of non-core businesses, we are well set up to focus on improving operational disciplines through FY20 and setting ourselves up for margin improvements and growth in FY21. 2. STABILISE CONSTRUCTION The Construction division changed significantly during the year with a strengthened management team and experienced project teams that are fit for purpose. Meanwhile, governance and risk management processes have been put in place that now underpin the operations of each business and the disciplines that are required for building a balanced portfolio. Pleasingly, the division returned to profitability during the year. Meanwhile we are making good progress on closing out the historical B+I projects with six remaining to be completed and are within the provisions made in February 2018. As part of our overall positioning of the division, we intend to recommence focused bidding in the New Zealand vertical construction market. As well as our own divisional improvement, bid conditions and margins have become more appropriate, the overall market outlook is strong and a select client base is keen for us to re-engage in the sector. Importantly, this ensures we are able to maintain the current momentum to complete the legacy B+I projects and provide a future for our people as those projects come to a close. 8 New Zealand International Convention Centre. Fletcher Building Limited Annual Report 2019To support our strategy we have made changes to how we work and are very clear on the enablers of successful execution. THERE ARE 6 KEY ENABLERS OF OUR STRATEGY: 1. Strong safety culture 2. Engaged and capable people, with a lean operating model 4. Fit for purpose systems and next-generation digital capabilities 3. High level of customer intimacy built through owning channels to key segments 5. Disciplined performance improvement and capital allocation 6. Leading innovation and local adaptation anchored in environmental consciousness STRATEGY TIMEFRAMES FY2019 REFOCUS AND STABILISE FY2020 PERFORMANCE FY2021 – 23 GROWTH 1. Refocus on the NZ core NZ Businesses strong and growing 2. Stabilise Construction Complete B+I projects Return division to profit Construction turnaround complete 3. Strengthen Australia Set-up for turnaround Performance improvement Profitable market share 4. Exit non-core businesses Roof Tile Group and Formica divested 9 Fletcher Building Limited Annual Report 2019Sustainability We want to be the New Zealand and Australian leader in sustainable building materials, construction and distribution, and we’ve set ourselves some ambitious goals to get there. Our sustainability strategy focuses on what is most important to our business and to others - our people, communities, customers, key stakeholders and investors - and where our actions will lead to meaningful change. The strategy extends what we have already put in place and deepens our commitment to our people, sustainable products, carbon emission reduction initiatives, and transparent reporting. We want our business to thrive and we are committed to playing our part in a sustainable future. OUR KEY AIMS BE THE LEADER IN MAKING SUSTAINABLE BUILDING PRODUCTS TRANSPARENT ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTING SUPPORT OUR PEOPLE AND OUR COMMUNITIES PARTNER WITH OUR SUPPLY CHAIN TO DELIVER SUSTAINABLE OUTCOMES BUILD HEALTHY HOMES AND DELIVER SUSTAINABLE INFRASTRUCTURE CAREFUL MANAGEMENT OF OUR RESOURCES AND EMISSIONS 10 Fletcher Building Limited Annual Report 2019LONG TERM GOALS – Best practice safety SIGNIFICANT INITIATIVES IN FY20 – Protect safety reset – Certified sustainable products and innovative new solutions – Reduce the environmental footprint of our products – Recognised as a diverse, inclusive and equitable place to work – Gender pay parity plan in place – Leading sustainability ratings for what we build – Group science-based target for reducing our carbon emissions, – Carbon emissions reduced – in line with limiting global warming to below 2°C – Supply chain risks reduced – Achieving global benchmark performance water and waste reduction plans in place – Implement supply chain Code of Conduct – Move to full Environment, Social and Governance reporting OUR MATERIAL ISSUES Our material issues are the areas where we have the biggest impact and the most influence. Sustainability aims Material issue Divisions with most impact Be the leader in making sustainable building products – The environmental footprint of our products – Customer engagement Building Products and Steel, Distribution, Concrete, Australia – The health, safety and wellbeing of our Support our people and our communities people and supply chain – Our people and culture – Our role as a large employer Corporate, Building Products and Steel, Distribution, Concrete, Construction, Australia, Residential and Development Build healthy homes and deliver sustainable infrastructure – The impact of our construction operations – Customer engagement Building Products and Steel, Distribution, Concrete, Construction, Australia, Residential and Development Careful management of our resources and emissions – The resources we use as a large manufacturer - energy, water and materials - and our impact on those resources Building Products and Steel, Distribution, Concrete, Construction, Australia, Residential and Development Partner with our supply chain to deliver sustainable outcomes – Our supply chain – Marketing and communications – How we work with government and with industry partners Corporate, Building Products and Steel, Distribution, Concrete, Construction, Australia, Residential and Development Transparent environmental, social and governance reporting – Our governance structures and risk management, including supply chain – Financial performance and return to our shareholders Corporate SUSTAINABLE DEVELOPMENT GOALS The Sustainable Development Goals are a global set of goals adopted by New Zealand, Australia and all United Nations member states that support strategies to improve health and education, reduce inequality, and spur economic growth while tackling climate change and working to preserve our oceans and forests. Fletcher Building’s sustainability key aims support the following eight United Nations Sustainable Development Goals. 11 Fletcher Building Limited Annual Report 2019Health and Safety We are committed to providing a healthy and safe workplace for everyone who works with us at Fletcher Building. We believe that everyone deserves to be protected from harm. To help us get there we are constantly looking at what we’re doing that’s working, what’s not working and where we can do better. Tragically, in FY19 we had five fatalities within our business. Two occurred in our Steel division and three in our Higgins business in a single roading incident. Each of these tragedies had significant and everlasting impacts on their whanau, friends, our people and the communities in which we work. Our priority during these times is firstly to the whanau and to our colleagues who are so deeply affected by these losses. Our second priority is to investigate and understand these events, so we learn from them and prevent them from ever happening again. Over the past two years, we have dedicated a lot of time, energy and resource in building our health and safety framework, Protect, and implementing our online software solution, Radar, to record and monitor our health and safety performance. During this period, we experienced a reduction in our Total Recordable Injury Frequency Rate (TRIFR) from 6.9 (FY17) to 5.0 (FY19). We also experienced a reduction in serious injuries from 33 (FY17) to 20 (FY19). While our overall health and safety performance appeared to be improving in the past few years, the loss of five of our colleagues this year is clearly a call for action. As expressed by our leadership team, we will learn from this, and we will use it to help us drive safety improvements across all of Fletcher Building. Nothing in Fletcher Building is more important than getting everyone home safely each and every day. We are partnering with a leading international organisation to review Protect in FY20 with a goal to either accelerate, eliminate, refine or supplement the programme in order to drive the required culture, discipline and approach that will improve the safety of our workplaces. 12 Our internal employee survey shows we have strong safety values which can serve as a foundation to build from as part of the Protect reset. In FY19, 88% of employees said that their managers regularly reinforce safety behaviours, and 83% said their managers care about their wellbeing. In alignment with our Protect tohu, the Protect reset will honour our past (nga wa- o mua), the stories of our people and the good work done. It will also embrace the views of our present-day operations and people (i tenei wa- ) through a Fletcher Building wide survey and deep dive into the culture, system and risk assessments in each of our divisions. The goal of the Protect reset will be to create a sustainable framework and future aspiration (tu- manako) where all our people are free from harm. Tupuna (Ancestor) Represents our founder Sir James Fletcher I Nga wā o mua (Our past) Represents our past operations and people Tūkotahi (Unity) Our newest value "Better Together" I tenei wā (Present day) Represents our present operations and people Tūmanako (Aspiration) Represents our future operations and people Protect is our safety framework that sets a consistent environment, health and safety standard across the business. In FY19, the Protect brand was updated with a tohu, which was offered to Fletcher Building by the Whakatupu leadership development programme initiative. The tohu brings mana and whakapapa to Protect in a uniquely Māori context. Fletcher Building Limited Annual Report 2019FY19 Total Recordable Injury Frequency Rate (TRIFR) 5.0 FY18: 5.1 FY19 Serious Injury Frequency Rate 0.34 FY18: 0.33 6.4 6.7 TRIFR (1) 6.9 5.1 5.0 FY15 FY16 FY17 FY18 FY19 CASE STUDY Serious Injuries (2) 33 22 25 21 20 FY15 FY16 FY17 FY18 FY19 (1) Total recordable injury frequency rate. Measured by the total number of recordable injuries per million hours worked. (2) Serious Injury includes immediate treatment as an in-patient at hospital for more than 24 hours or immediate treatment for a serious injury or illness as defined by Safe Work Australia. WELLBEING As part of our five year strategic plan, we are increasing our focus on the personal health and wellbeing of our people, recognising the two-way relationship between work and personal health. In FY19, we appointed a Group Health and Wellbeing Manager to develop a strategic and holistic approach to wellbeing, manage our health exposures and to drive injury management good practices throughout our businesses. In FY20, our focus will be on aligning our support and management practices across all of our businesses for injury and illness management to help ensure our people are supported and cared for in a consistent manner following work and non-work related injuries or illnesses. Our primary health exposures across our businesses are related to silica, noise and asbestos. All of these risks have the potential to cause long term damage to the health of those people exposed to them. In FY20, health and exposure monitoring programmes will be used to drive continual improvement across our businesses for both mitigation methods and monitoring of the long-term health of our people and those affected by our work and our products. We also recognise that the mental and physical health of our people can have a significant impact on the safety of our sites as well as the environment in which we work. In FY20, we will be concentrating on the health and fitness of our people who are in safety critical roles. In addition, we plan on improving mental health awareness across our businesses. Improving the safety of temporary works Fletcher Construction is proud to have been instrumental in the establishment of an industry forum for Temporary Works (Temporary Works Forum NZ) and the publication of New Zealand’s first ever Temporary Works Good Practice Guide. Temporary works are any structure on site that allow or enable, but are not part of, the permanent structure. They are typically removed afterwards, but not always. Scaffolding and trench supports are all examples of temporary works. In 2016, a Fletcher Construction worker suffered a serious leg fracture when a temporary block wall collapsed. This prompted a review within the business and an Enforceable Undertaking agreement with WorkSafe. The review included local industry practices as well as international best practice towards the procedural control of temporary works. As a result, the industry established a forum and standardised guidelines were published. Fletcher Construction worked with Engineering NZ and Structural Engineering Society New Zealand (SESOC) to support the industry forum, to develop the guidelines and train hundreds of staff and industry professionals. TWfNZ GPG01:19 Temporary Works: Procedural Control GPG was published in May 2019. Industry feedback has been overwhelmingly positive. 13 Fletcher Building Limited Annual Report 2019People and Communities The launch of our five year strategy just over a year ago was an exciting time for our people, but it was also a time of change. One of the key enablers identified as critical to delivering our strategy was continuing to increase the engagement and capability of our people. We remained focused on this, while delivering for our customers and looking after our communities. EMPLOYEE ENGAGEMENT This year’s employee engagement survey FBuSay results showed steady high-levels of engagement across the company. We once again achieved an exceptionally high participation rate – 91% compared with 92% in FY18. Participation this high tells us our people are invested in how we are doing as a company and they want to contribute to this. In fact, 78% of respondents feel their work gives them a feeling of personal accomplishment and are proud to work for Fletcher Building. Our overall Group engagement score was 71% compared with 70% last year, which is on par with our industry (a composite of retail, manufacturing and construction). DIVERSITY AND PEOPLE DEVELOPMENT The effort we are putting into driving greater diversity in all parts of our business continues. We were extremely proud of our Fletcher Building Pride network's influence both within the Company and externally. Fletcher Building Pride won the Employee Network of the year at the New Zealand LGBTI awards in November 2018. Allan Lennie our former Fletcher Building Pride Chair bravely shared his experience of workplace bullying to encourage others to speak up and get help. He is a champion for change and passionate about ensuring the influence of the network reaches the wider business. In March 2019, he was recognised for his leadership when he won the Rainbow Tick Ambassadorship Award at the inaugural Rainbow Excellence Awards. 14 In previous years, activities around Auckland have been the Group’s focus. This year we spent more time in the regions. Fletcher Building took part in the Wellington Pride parade, and the Concrete division launched seven permanent rainbow trucks. The drivers of these trucks are proud of the inclusive message the colourful trucks send as they go about delivering to their customers throughout the country. But it's not just about the big events and initiatives, small genuine gestures are important too. Our focus on inclusion and diversity begins when we first start talking to job candidates. We have been a Rainbow Tick organisation since 2015, and we were the first building materials and construction company to receive the Tick. This Tick is an important symbol of what we have achieved, but also a reminder to walk the talk each day. We held our first Rainbow Tick breakfast in Christchurch this year in partnership with BNZ, with over 70 people attending. Winstone Aggregates new rainbow branded aggregate tippers. Fletcher Building Limited Annual Report 2019In FY19, approximately employees undertook over 14,000 118,000 hours of learning through our training courses. We value our people and their families, and we build a stronger team by spending time together. This is just one way to live our Better Together value and be one Fletcher Building Team. Fletcher Building Connect programme graduation. extremely positive, with managers saying that Connect graduates show improved time management, proactivity and confidence. Our Whakatupu Programme which aims to support Ma- ori into leadership roles had 54 participants this year. The programme is well respected and integrated within our business having been in place since 2016. To encourage the future generation of engineers, Easysteel Hawke’s Bay and Patton Engineering joined forces with Hastings Boys High School to establish a pre-apprenticeship programme. The programme provides year 12 and 13 students a chance at a hands-on programme of engineering skills development. Easysteel also worked with supplier Weldwell to secure resources for the programme. We continued our support with First Foundation providing work experience and mentoring for high-potential students from low-decile secondary schools. LEADERSHIP, SKILLS AND TRAINING In FY19, approximately 14,000 of our people undertook more than 118,000 hours of learning through our training courses. This included more than 77,000 hours on Protect safety by over 11,000 employees, and approximately 26,000 hours of leadership training by over 1,200 existing and potential leaders and managers. Feedback on training was very positive with an overall 92% approval rating by participants. We continue to focus on the identification and development of talent, leveraging our world-class leadership programmes to grow emerging leaders through to future general managers. In FY19, we successfully piloted an online learning solution for senior leaders, ExecOnline, which offers a suite of world-class short online learning programmes, delivered in conjunction with leading international universities including Stanford and Harvard. 15 Across our business around 20% of our employees are women. We continue to provide targeted development opportunities for high performing women, are a principal supporter of Global Women, and are also working on practical ways to expose more of our women to the opportunities and career progression in our exciting industries. In 2018, Tradelink launched its Women in Plumbing initiative to promote Tradelink as an employer of choice for women. It promotes mentoring, career opportunities, and has created an increased awareness in the market of its support of women in the workplace. The initiative has received outstanding feedback from the Plumbing Merchant Association of Australia and most recently, 25% of new Tradelink recruits have been women, exceeding the target of 20%. In another new initiative for our business, Fletcher Living teamed up with ELE Group and Connexis to co-host a Girls with Hi Vis® event at Fletcher Living’s South Auckland Waiata Shores residential development. The event gave around 60 women a taste of what a career in construction or infrastructure is like. Another of our priorities is investing in youth. A development programme which we are particularly proud of is Connect, an innovative development and pastoral care programme designed to support youth in the transition from high school, vocational education or unemployment into the workforce. In FY19, we had 34 people graduate from the programme. Feedback has been Fletcher Building Limited Annual Report 2019Switch Up, our online recruitment platform has successfully placed 54 people into a range of our businesses. The no CV–required approach shows how screening for attitude and work ethic is a particularly effective recruitment method for young people coming into our business from school or unemployment. A unique programme PlaceMakers Auckland Frame and Truss is involved in is at the training and production plant within the Auckland South Corrections Facility in South Auckland. The plant provides training for select inmates who are working towards release, in the manufacture of timber framing. This project makes a real difference by giving inmates a career path after release for employment within the PlaceMakers plant, and providing an additional supply for the Auckland housing market. Winner of the Outstanding Emerging Leader Award, Olivia Kathan from PlaceMakers. EXCELLENCE AWARDS Fletcher Building’s Excellence Awards, which are a much-anticipated celebration of success within our business, were held in March 2019. An initial list of more than 230 entries was whittled down to eleven winners, with Ross Taylor acknowledging the outstanding calibre of entries from all parts of the company. Fletcher Living’s Beachlands team took out the top award for truly living by our purpose and values, having achieved outstanding customer results with a Net Promoter Score of 93. OUR EVENTS FOR EMPLOYEES AND FAMILIES A special part of being an employee at Fletcher Building is the company-wide events we hold, many of which extend to include employees’ families. In FY19, 13,000 of our people and their families took part in Fletcher Building events, an increase of around 3,000 from FY18 reflecting a concerted effort to make events more accessible to our people in the regions. This is just one way we live our Better Together value. 16 Our people also have access to financial support through the Employee Education and Employee Welfare Funds. Between 1 April 2018 and 31 March 2019, the Education Fund assisted 570 employees and dependants with further education and tuition and a further 145 dependants with development initiatives, such as Outward Bound. The Welfare Fund funds the provision of Employee Assistance Programme (EAP) Services as well as many health and wellbeing initiatives across the New Zealand business, and supports New Zealand employees and their families in the event of death, disability or financial hardship resulting from unexpected medical events. Between 1 April 2018 and 31 March 2019, the Welfare Fund provided over $360,000 towards these initiatives. We sincerely thank the Fletcher Trusts, the Welfare and Education Funds, for their contribution to making our events possible, as well as the significant additional opportunities and support they provide our people. OUR COMMUNITIES We are driven to have a positive impact on the world around us and be a good neighbour. How we contribute to our communities and work with our stakeholders takes different forms for each of our businesses and projects. This can range from local working bees, to residential development open days, to more formal Memorandums of Understanding. Fletcher Living believes that a diverse, connected community makes a healthy community, and because of this works to provide a range of housing in its developments. For example, the Ko- whai Ridge development in Massey, Auckland is a joint venture with Nga- ti Wha- tua Ora- kei. Ko- whai Ridge will add 197 much needed homes to the Auckland housing market. When it is finished, 58 of these will be bought by community housing providers Vision West, Accessible Properties, and CORT. The development models the future of housing on government land on a mixed tenure basis. Another example of Fletcher Living making a positive impact on communities is through its $1 million One Central activation programme in Christchurch. Fletcher Living is bringing people back into the central city with exciting community activities including a hammock forest for the public to enjoy a quiet moment to themselves or socialise with others in natural surroundings, and most recently the Instagram-able #chchswing, a pair of giant swings. Golden Bay Cement and Winstone Aggregates have built a strong relationship with Te Pouwhenua o Tiakiriri Kukupa Trust, which represents the hapu and iwi in the southern Whangarei region. This has been strengthened with a formal relationship agreement, which provides a pathway for the on-going operations of the businesses while also supporting the long-term aspirations of Powhenua. A standout project for Fletcher Construction South Pacific has been the redevelopment of Gordons Market in Papua New Guinea’s capital, Port Moresby. Part of the UN Women's Safe City for Women and Girls programme, the basis for the PGK30 million Fletcher Building Limited Annual Report 2019design and build project, was to provide a safe and clean working environment for women. The market, which is the Pacific’s largest, was opened by New Zealand Prime Minister Jacinda Ardern in December 2018. Laminex Australia has recently partnered with Habitat for Humanity Australia to help vulnerable families. The team ran a pilot project in Yea, Victoria and there are plans to get involved throughout Australia in the future. In April 2019, PlaceMakers launched the PlaceMakers Foundation. The foundation plans to make a lasting difference from offering a helping hand to local community groups to bringing major projects to fruition. The first recipient was a three-year old Dunedin boy raising money for much-needed surgery which will allow him to walk. He received the proceeds from the sale of two container homes built by local tradesmen funded by a Working Bee Grant. PlaceMakers was the principal partner of the prostate cancer national awareness month Blue September for its eighth year in a row bringing the total amount raised to $2.1 million for this worthy cause. Mico continued its partnership with Make a Wish for a second year delivering and contributing to seven wishes in FY19, and raising over $35,000 as well as producing additional labour and materials. As a Group we contribute a significant amount of money, time and resources to a wide variety of causes and projects. The total amount donated to various initiatives and organisations in FY19 was $2 million on top of the other discretionary donations made by our businesses. Some of the charities we support include Give a Kid a Blanket, Shine, Auckland City Mission, and following the tragic events in Christchurch in March 2019, Fletcher Building donated $100,000. CASE STUDY Women in Science, Tech, Engineering and Mathematics This year the Fletcher Building careers team ran a first-of-its-kind Women in Science, Technology, Engineering, and Maths evening as part of the University’s STEM Careers Expo in May. Five women from manager to new graduate level spoke to around 100 soon-to-be graduates to break down myths and showcase engineering, construction, and IT as great career paths for women. We are aiming to increase the number of female applicants for our graduate and intern programmes. Alongside this, when the graduate recruitment website was redesigned, we intentionally included more videos featuring women. We were pleased to see the number of female applicants for our Graduate Programme increase this year particularly for engineering and IT. Ofa Halatanu from Brian Perry Civil says she loves the friendly construction site environment where everyone looks out for one another. She believes more women would join the industry if they were encouraged at school. I discovered engineering late in school, sometimes people just assume girls aren’t interested in it. We are once we're exposed to it! #chchswing at Fletcher Living One Central, Christchurch. 17 Fletcher Building Limited Annual Report 2019and hybrid machinery for earthworks, which has supported efforts to reduce emissions. Our innovation and sustainability teams continue to work alongside our businesses to support the development of new or more efficient products and services. CARBON EMISSIONS Addressing climate change is one of the biggest challenges we face globally. We recognise that as an organisation we have a part to play in preventing climate change, and for this reason we have committed to achieving a 30% reduction in our Scope 1 (direct) and Scope 2 (indirect) emissions by 2030. The target is in alignment with the Paris Accord and based on maintaining the global temperature rise to well below 2oC. Our target is currently being verified by the Science Based Targets initiative, a well-recognised international third-party verification body. Environment Fletcher Building recognises its opportunity to make a significant and positive impact on environmental sustainability within our industries. To achieve sustainable building solutions, we are looking at our whole operation as well as how we work with our supply chain. SUSTAINABLE BUILDING MATERIALS AND CONSTRUCTION We believe in making sustainable products and being transparent with our customers about our products and their impact. A number of our businesses have improved the sustainability of their products and operations this year: – Iplex New Zealand introduced recycled polyethylene into its land drainage pipes, with the potential to reuse more than four million plastic bottles per year. – Oliveri significantly changed its packaging and have achieved zero waste to landfill. They are rated as “beyond best practice” by the Australian Packaging Covenant Organisation. – The Construction division is working with its clients and construction partners on sustainability rated projects, including - the Pu- hoi to Warkworth Expressway, Peka Peka to O Expressway and Commercial Bay. taki Fletcher Living is committed to creating thriving communities and building healthy homes for its customers. Homes are designed and delivered with sustainable and energy saving features. It is becoming more common for us to include sustainability rated home certifications as part of our developments when partnering with other organisations and agencies. Within our construction projects and residential developments, we are innovating and looking for opportunities to reduce our environmental impact. This includes managing our impact on natural resources, local habitats and biodiversity, reducing emissions and waste, removing any hazardous materials and managing water use and energy consumption. In the Construction division recent innovations include increasing the use of biofuels 18 Golden Bay Cement. Fletcher Building Limited Annual Report 2019Pink®Batts® are made from recycled glass and the packaging is also recyclable. As part of setting this new carbon emissions standard we undertook an external audit of our FY18 carbon emissions data. This included all businesses in New Zealand and Australia. The review highlighted that carbon emissions had been significantly overestimated in our previous reporting. The errors were principally due to double-counting of some major emission sources. Corrected FY17 and FY18 emissions are included in this report. FY18 emissions for the group were 1,418,093 t CO2e (1,238,380 t CO2e excluding the International Division). We are implementing the internationally recognised standard for greenhouse gas accounting (ISO 14064-1) to report and audit our carbon data. Our increased emissions from FY17 to FY18 were primarily due to the inclusion of Higgins acquired in FY17 in our reporting and reduced availability of biomass for Golden Bay Cement which caused higher consumption of coal as a fuel. CASE STUDY Combined scope 1 and 2 carbon emissions Environmental transparency Fletcher Building is making it easier for designers, architects and their customers to understand the environmental performance of our products. We have now voluntarily published nine Environmental Product Declarations (EPDs), and more than any other company in New Zealand. EPDs are leading practice in environmental transparency – they are independently verified documents that detail the environmental impact of a product over its full life cycle. This year we published EPD's for pre- painted metal products by Pacific Coilcoaters, Pink®Batts® by Tasman Insulation, and cement products by Golden Bay Cement, which are the first EPDs for cement in Australasia. ) e 2 O C t ( s n o i ) s e s 2 i O m C E t ( s n o i s s i m E ) M $ / e 2 O C t ( ) y M t i $ s n / e e 2 t O n I C t ( y t i s n e t n I 1,600,000 1,400,000 1,200,000 1,600,000 1,000,000 1,400,000 800,000 1,200,000 600,000 1,000,000 400,000 800,000 200,000 600,000 0 400,000 FY14 FY15 FY16 FY17 FY18 FY19 Emissions excluding Formica and Roof Tile Group 200,000 200 0 Formica and Roof Tile Group Emissions FY14 FY15 FY16 FY17 FY18 FY19 FY14 FY15 FY16 FY17 FY18 FY19 175 150 200 125 175 100 150 125 100 FY14 FY15 FY16 FY17 FY18 FY19 Emissions intensity 19 Fletcher Building Limited Annual Report 2019 FY19 emissions were 8% lower than FY18, with 1,298,266 t CO2e being produced (1,146,788 t CO2e excluding the international division). The decrease was largely due to a production outage at Golden Bay Cement and reduced fuel and energy usage in our Australian businesses. We expect emissions from Golden Bay Cement to increase in the short term as production returns to normal levels. However, we have a number of emission reduction initiatives planned for FY20 and beyond. Golden Bay Cement is progressing well with its alternative fuels strategy. The project to introduce tyre-derived fuel is on track with plant equipment planned to be installed and commissioned during the first half of the 2020 calendar year. The project will substitute 20% of Golden Bay Cement's coal use with up to 3.1 million shredded tyres per annum, which is up to half of New Zealand’s annual waste tyres, excluding stockpile. It will also reduce Golden Bay Cement's use of iron sand by 5,000 tonnes or 40%. We have a number of other carbon reduction initiatives planned, including opportunities to use cogeneration energy at Laminex Australia’s Gympie site. Tradelink is monitoring and reducing electricity usage at their highest usage branches. Fletcher Steel and our Humes business have developed carbon reduction road maps and in FY20 all of our business units will be developing reduction plans in line with our carbon targets. WATER Water is essential to our operations, and we recognise our responsibility to sustainably manage what we use and discharge. Many of our businesses incorporate water management systems into their operations, including internal water recycling loops and catchment equipment for harvesting rainwater. Firth, Winstone Aggregates, PlaceMakers and Pacific Coilcoaters have all implemented water management improvements this year. Meanwhile Laminex Australia, has reduced water taken from bores at its Dardanup site from 120,000 kilolitres to 48,000 kilolitres per year. As part of our construction project planning, we work to preserve natural waterways and make sure that we have extensive erosion and sediment controls in place. Over the next year we will improve the quantity and quality of data that we collect on water consumption and discharge across the Group. This will enable us to have oversight and focus on further decreasing our water footprint. Iplex NZ recycled plastic bottles. 20 Fletcher Building Limited Annual Report 201930/30 30% reduction of carbon emissions by 2030 WASTE Waste is an area of increased scrutiny across the business. In FY19, we worked closely with our key waste service providers to improve our data and performance. Through better understanding of our waste footprint we can develop specific waste reduction strategies. We are looking at circular economy principles to find ways we can use waste from one process or business as an input in to another. Some of our businesses have already achieved a significant reduction in waste to landfill, for example, Fletcher Living, which is currently on target to divert over 70% of its waste. Oliveri and Iplex NZ stand out for having achieved zero waste to landfill. Fletcher Building's target is to divert more than 30% of our waste from landfill by FY23. LAND AND BIODIVERSITY Maintaining and protecting local habitats and biodiversity is important to us, our clients and our communities. From protecting native bats, snails and birds to restoring wetlands and tree planting, our teams continue to ensure conservation is at the heart of what we do. Oliveri. Dotterel eggs CASE STUDY Protecting our endangered birds When Fletcher Living’s Health and Safety Manager, spotted a few small birds on their Hobsonville Point development site during a pre-construction walk, she set in flight a process that has led Fletcher Living to help save New Zealand’s endangered North Island dotterel population. Dotterels nest in open sites, typically sand or gravel banks and sandbars close to beaches and lagoons. The Fletcher Living site ticked all the boxes for a great nesting location. Not wanting to take any chances with a protected national taonga, Fletcher Living paired up with ecologists and the Department of Conservation to safeguard the birds while enabling work to continue on adjacent areas of the site. Together we carried out comprehensive grid searches to find and protect all the nests. Then exclusion zones were established around the nests, complete with fencing and signage that made it easy for workers to identify and avoid the dotterels. – Project Manager Ross Kendrick. Deterrent measures were also put in place to encourage the dotterels to take up residence in a safer, more remote area of the site. The dotterels have so far raised five chicks from a cordoned off area of the site. 21 Fletcher Building Limited Annual Report 2019Group Performance Reported results Total revenue EBIT before significant items (1) Significant items (2) EBIT Funding costs Earnings/(loss) before tax Tax (expense)/benefit Earnings/(loss) after tax Non-controlling interests Net earnings/(loss) Basic earnings per share (cents) Basic earnings per share before significant items (cents) Dividends declared per share (cents) Cash flows from operating activities Capital expenditure Revenue Building Products Distribution Steel Concrete Residential and Development Construction Australia Other Continuing operations Discontinued operations Less: intercompany revenue Group external revenue Year ended June 2019 Year ended June 2018 NZ$M 9,307 631 (234) 397 (118) 279 (102) 177 (13) 164 19.2 43.0 23.0 153 348 NZ$M 9,471 50 (168) (118) (157) (275) 96 (179) (11) (190) (25.5) (8.1) 0.0 396 304 Year ended June 2019 Year ended June 2018 NZ$M 759 1,596 555 802 639 1,702 3,024 11 9,088 1,019 (800) 9,307 NZ$M 764 1,530 532 812 575 1,685 3,076 8 8,982 1,285 (796) 9,471 Change % (2%) NM 39% NM 25% NM NM NM (18%) NM NM NM 23.0 (61%) 14% Change % (1%) 4% 4% (1%) 11% 1% (2%) 38% 1% (21%) 1% (2%) (1) Measures before significant items (and B+I) are non-GAAP measures used by management to assess the performance of the Group and has been derived from Fletcher Building Limited’s financial statements for the year ended 30 June 2019. (2) Significant items relate principally to losses recognised on disposal of businesses during the year and restructuring charges recognised. Further details of significant items can be found in note 2 of the financial statements. 22 Fletcher Building Limited Annual Report 2019 Building Products EBIT* 2019 $127m EBIT 2018 $132m (p) 4% Distribution EBIT 2019 $104m EBIT* 2018 $104m (p) 0% Steel EBIT 2019 $33m EBIT* 2018 $49m (p) 33% Concrete EBIT 2019 $84m EBIT* 2018 $90m (p) 7% Residential and Development EBIT 2019 $137m EBIT 2018 $136m (p) 1% Construction EBIT 2019 Australia EBIT* 2019 $47m EBIT+ 2018 $52m (p) 10% $57m EBIT* 2018 $114m (p) 50% * Before significant items. + Before significant items and the impact of the B+I business unit. Building Products Distribution Steel Concrete Residential and Development Construction Australia Corporate Continuing operations Formica and Roof Tile Group Divested businesses Total Funding costs Earnings/(loss) before tax Tax (expense)/benefit Earnings/(loss) after tax Non-controlling interests Net earnings/(loss) Reported operating earnings Operating earnings before significant items and B+I Year ended June 2019 Year ended June 2018 NZ$M NZ$M Change % Year ended June 2019 Year ended June 2018 NZ$M NZ$M Change % 117 104 33 84 137 47 (21) (46) 455 (58) 397 (118) 279 (102) 177 (13) 164 132 101 41 73 136 (613) 65 (111) (176) 8 50 (118) (157) (275) 96 (179) (11) (190) (11%) 3% (20%) 15% 1% NM (134%) 59% NM NM (100%) NM 25% NM NM NM (18%) NM 127 104 33 84 137 47 57 (40) 549 82 631 (118) 513 (133) 380 (13) 367 132 104 49 90 136 52 114 (45) 632 65 13 710 (157) 553 (127) 426 (11) 415 (4%) 0% (33%) (7%) 1% (10%) (50%) 11% (13%) 26% (100%) (11%) 25% (7%) (5%) (11%) (18%) (12%) 23 Fletcher Building Limited Annual Report 2019Group Overview External revenue of $9,307 million was $164 million or 2% lower than the prior year, and excluding B+I revenue was 1% higher than the prior period. Operating earnings before significant items were $631 million and were within the Group’s guidance range of $620 - $650 million. This compares to $710 million in the prior year which excluded the Building + Interiors (B+I) business unit losses and included a full year of trading for the Formica and Roof Tile Group (RTG) businesses. The Group returned to profit in FY19 with net earnings of $164 million compared to a loss of $190 million in the prior year. In the New Zealand businesses, gross revenue (excluding B+I) grew by 3%, while operating earnings (excluding B+I) before significant items declined by $31 million or 6% compared to the prior year. Market activity levels were generally steady compared to the prior period, with businesses benefiting from the ongoing strong residential consents, especially in Auckland. Notwithstanding the strong activity levels, the New Zealand market remained highly competitive across all sectors. – The distribution and materials divisions (Building Products, Distribution, Steel, and Concrete) recorded revenue in line with the prior year, while operating earnings declined by 7% or $27 million. The reduction in EBIT was primarily due to challenging trading conditions in the Steel business ($16 million impact), a mill outage in Golden Bay Cement ($7 million impact), and higher depreciation compared to the prior period ($5 million impact). Outside of these factors, business unit earnings were generally stable or slightly higher compared to the prior period. The Building Products businesses maintained their strong market positions, though continued to experience some pressure on margins as sustained high input costs were not able to be fully recovered. Distribution volumes benefited from the elevated market backdrop and we continued to drive improvements to the customer experience, rolling out our digital mobility tools to all of our PlaceMakers branches. In Concrete, Winstone Aggregates produced a very strong result (30% increase in EBIT) as large infrastructure projects sustained the demand for aggregates and quarry operating efficiency improved. – The Residential and Development division delivered earnings 1% higher than the prior period. The housing business continued its strong growth with house sales rising to 755 units. Margins remained stable across most housing typologies, however a higher proportion of units were sold in Christchurch resulting in a lower overall margin and earnings in line with the prior year. Land Development sales mainly from Wiri were completed faster than expected, resulting in a strong EBIT of $56 million for the year. by strong activity levels across the rest of the division. Operating earnings for the division declined by $5 million or 10% (excluding B+I) reflecting lower margin in the Major Projects and Brian Perry businesses, while Higgins continued to perform well. There was no change to the B+I provisions booked in February 2018. In Australia, gross revenue declined by 2% and operating earnings before significant items declined by $57 million or 50% compared to the prior year. Performance was impacted by a combination of a sharp decline in the residential market, which resulted in lower volumes and heightened competitive intensity in businesses exposed to that sector (especially Laminex and Stramit) and gross margin compression in all businesses, as increased input costs (e.g. resin, fuel, steel) were exacerbated further by a depreciating AUD/ USD currency ($23 million EBIT impact). The division made decisive intervention to reset and strengthen the Australian business units. By year end, over 60% of the identified initiatives aimed at overhead cost savings and consolidating operations were implemented. The Group completed the sale of the Formica business in June 2019 and the sale of the RTG business in November 2018. Net proceeds from the transactions totalled $1.25 billion and were delivered ahead of schedule, completing an important leg of the Group’s strategy announced in June 2018. Significant items of $234 million for the year included the loss on sale for the International businesses of $140 million, and other restructuring charges of $94 million primarily related to the Australia reset. Funding costs for the year decreased by 25% to $118 million, resulting from lower debt levels and cessation of additional interest charges in March 2019. The tax expense of $102 million compared to a tax benefit of $96 million in the prior year, which reflected the impact of the B+I loss provisions recognised in FY18. Basic earnings per share were 19.2 cents compared with (25.5) cents per share in the prior year. Adjusting for the impact of significant items, earnings per share were 43.0 cents compared with (8.1) cents per share in the prior year. GROUP CASH FLOW Cash flows from operating activities of $153 million were $243 million lower than the prior year. Excluding B+I and the International businesses which were divested during the year, trading cash flows from continuing operations were $552 million, which was $251 million lower than the prior year. This was due to the following factors: – Reduced earnings, primarily in the Australia and Steel divisions; – Increased creditor payments in the materials and distribution – The Construction division grew revenue by 1% as a decrease from the continued wind down of the B+I legacy projects was offset businesses, which had been expected and reflects the unwind of high creditor balances held as at June 2018; 24 Fletcher Building Limited Annual Report 2019Cash flow (NZ$m) for the year ended June 2019 June 2018 Change EBIT from continuing operations before significant items Depreciation and amortisation Provisions, significant items and other Trading cash flow before working capital movements Residential and Development Construction Other divisions: - Debtors - Inventories - Creditors Working capital movements Trading cash flow from continuing operations Discontinued operations B+I Trading cash flow Less: cash tax paid Less: interest paid Cash flows from operating activities Free cash flow from continuing operations 549 174 (65) 658 (27) (16) 28 (54) (37) (106) 552 14 (257) 309 (28) (128) 153 254 631 170 (47) 754 (28) 35 (20) (54) 116 49 803 121 (285) 639 (85) (158) 396 494 (82) 4 (18) (96) 1 (51) 48 (153) (155) (251) (107) 28 (330) 57 30 (243) (240) – Lower cash flows in Construction (ex-B+I), due to timing of cash receipts in Higgins and South Pacific, and advance project payments received in the prior period in Major Projects. The trading cash flow impacts above were offset to a degree by a favourable movement in debtors: a cash inflow of $28 million in FY19 compared to a cash outflow of $20 million in the prior year. The ongoing cost of completing the legacy B+I projects resulted in a cash outflow of $257 million in FY19 compared to an outflow of $285 million in the prior year. Cash generation improved materially in the second half of the financial year, with trading cash flow from continuing operations of $516 million compared to $36 million outflows in the first half. This was driven particularly by improved performance in working capital in the materials and distribution businesses, with a cash inflow of $140 million in the second half compared to a cash outflow of $203 million in the first half. Capital expenditure for the Group was $348 million, compared with $304 million in the prior year. Of this total, $285 million was for the Group’s continuing operations and was at the lower end of the FY19 capex guidance of $275 million to $325 million. FUNDING Total available funding as at 30 June 2019 was $2,257 million. Of this, $667 million was undrawn and there was an additional $1,372 million of cash on hand. The Group’s gearing at 30 June 2019 was 7.2% compared with 23.5% at 30 June 2018. The Group’s leverage ratio (net debt/EBITDA) at 30 June 2019 was 0.4 times compared with 4.8 times at 30 June 2018. Leverage at 30 June 2019 excluding B+I was 0.4 times compared with 1.4 times at 30 June 2018. The average maturity of the Group’s debt at 30 June 2019 is 4 years and the hedged currency split is 40% Australian dollar; 56% New Zealand dollar; 3% US dollar; and 1% spread over various other currencies. Approximately 56% of all borrowings have fixed interest rates with an average duration of 2.9 years. Inclusive of floating rate borrowings, the average interest rate on the debt (based on period end borrowings) is 5.0%. Interest rates reflect the removal of the additional interest charges arising from the debt covenant breach in 2018. DIVIDEND The 2019 final dividend is 15 cents per share, bringing the total dividend for 2019 to 23 cents per share. In line with the Group’s tax crediting policy, the Group targets to impute and frank at least the final dividend subject to available tax credits. The final dividend will be unimputed and unfranked for tax purposes. The final dividend will be paid on Thursday 19 September 2019 to holders registered as at 5.00 pm (NZ time) on Thursday 29 August 2019. The shares will be quoted on an ex-dividend basis from Wednesday 28 August 2019 on the NZX and ASX. The Dividend Reinvestment Plan will not be operative for this dividend payment. OUTLOOK New Zealand – activity in the residential sector in FY20 is expected to decrease slightly compared to the current year, driven by an easing in the level of new residential consents but continued strength in the Auckland region. Activity levels in the commercial and infrastructure sectors are also expected to remain broadly stable, though with a changing mix as previous spend in major roading shifts to road safety, water, and rail. Australia – residential activity is expected to continue to contract, however, the market environment remains uncertain. Commercial activity and East Cost infrastructure is expected to remain broadly flat with an established project pipeline. 25 Fletcher Building Limited Annual Report 2019Divisions Building Products Concrete 26 Residential and Development Fletcher Building Limited Annual Report 2019Distribution Steel Construction Australia 27 Fletcher Building Limited Annual Report 2019Building Products Winstone Wallboards | Laminex New Zealand | Tasman Insulation Humes | Iplex New Zealand | CSP Pacific DIVISIONAL PERFORMANCE OVERVIEW The Building Products division reported gross revenue of $759 million, which was 1% lower than the prior year. Operating earnings before significant items were $127 million, a decrease of $5 million or 4% compared to the prior year, however, second half earnings were up by 3%. Capital expenditure in the year was $37 million compared to the prior year spend of $19 million. Key initiatives included Iplex NZ’s purchase of a mobile extrusion plant for polyethylene (PE) pipe manufacturing in the South Island, and investments in digital customer platforms that went live during the year. FUTURE FOCUS The Building Products division’s focus for the next 12 months will be on four key areas. Firstly, organic growth through adjacencies and product innovation, secondly, an efficient operating model, thirdly, enhanced pricing disciplines and finally, improved customer experience. Key drivers of growth for FY20 include Winstone Wallboard’s new Weatherline® products, Iplex’s superior performance PVC-O range and a further refreshed décor range in our laminated products. We continue to invest in ensuring our manufacturing facilities are the most efficient in the market. This includes the construction of a new Winstone Wallboards facility, New Zealand’s first mobile PE extrusion plant which can be relocated on site for large pipeline projects and increased automation in our insulation facility. Our customer experience will receive renewed focus over the coming year to ensure that our customers continue to see the benefits of improved DIFOT, enhanced digital systems and a more seamless transaction process. Revenue performance across the division reflected supportive conditions in the residential sector, offset to a degree by lower infrastructure and rural activity, which impacted the pipelines businesses as one-off projects were not repeated. Winstone Wallboards and Tasman Insulation delivered solid revenue growth of 7% and 5% respectively, supported by record production volumes. All business units continue to focus on expanding their product offerings. Highlights during the year included the launch of a new rigid air barrier Weatherline® by Winstone Wallboards, product range expansions and refreshes by Laminex NZ and double-digit growth in the plumbing and electrical segments by Iplex NZ. Operating earnings increased in Winstone Wallboards and Tasman Insulation compared to the prior year, however this was more than offset elsewhere in the division due to lower pipelines project activity and input cost pressures. The cost pressures were seen in higher energy costs – electricity, fuel and gas – and materials costs, especially resin. While some of these were able to be passed on, market competition restricted the full recovery of these costs. In Humes, performance also reflected challenges identified during the deployment of a new ERP system in the prior year. The business has undergone a significant reorganisation to streamline its processes and establish a good base moving forward. Significant items of $10 million were recorded in the current period relating to costs associated with this restructuring. Trading cash flow of $142 million was consistent with the prior year. This reflected an increase in inventory holdings by Winstone Wallboards to meet current demand levels and in preparation for transitioning to a new plant, while receivables continued to be well controlled with a 1.6 day reduction in debtor days achieved through the year. 28 Fletcher Building Limited Annual Report 201922% EBIT $127m % of Group EBIT Building Products Financial Summary Year ended 30 June 2019 NZ$M 2018 NZ$M Change NZ$M Change % Gross revenue External revenue EBIT Funds Trading cash flow * Before significant items. 759 587 127* 503 142 764 613 132 494 142 (5) (26) (5) 9 (1%) (4%) (4%) 2% 0% 29 Fletcher Building Limited Annual Report 2019Distribution PlaceMakers | Mico | Forman Building Systems | Snappy DIVISIONAL PERFORMANCE OVERVIEW The Distribution division reported gross revenue of $1,596 million, which was 4% higher than the prior year. Operating earnings were $104 million, consistent with the prior year. Solid revenue growth in both PlaceMakers and Mico continued to be supported by the Auckland market, with the Waikato and Bay of Plenty regions returning to growth in the second half. However, the Christchurch market remains soft. The division continued to expand its branch network to establish a greater market presence, with a new PlaceMakers branch in Rotorua following the purchase of a local competitor, while Mico opened a new branch in Motueka. Operating earnings were in line with the prior year despite the growth in revenue, reflecting the combination of a highly competitive market and upward pressure on labour costs, which increased ahead of inflation. The division continues to defend margins and this will continue be a major focus looking forward. Trading cash flow of $98 million was $14 million lower than the prior year. This was primarily due to lower than expected customer receipts through the year-end. Working capital remains well controlled. However, with inventory days in line with the prior year and debtor days improving by 0.8 days. Capital expenditure in the year was $23 million, compared to $20 million in the prior period. The division continued its program of upgrades to branches and showrooms, with the PlaceMakers Waiheke, Oamaru and Kaiwharawhara branches all undergoing significant upgrades. The division also continues to invest in digital innovation to streamline customer facing processes through use of technology on handheld devices. In addition, a new transportation management system is using technology to transform delivery capability and enable efficiencies through optimised delivery routing and load sizes. A new head office ERP system in PlaceMakers was also successfully implemented during the year. 30 FUTURE FOCUS Looking ahead to FY20, the division is continuing to focus on investment in e-commerce and digital capability to create an enhanced customer experience. Following the successful PlaceMakers implementation during FY19, Mico will complete a similar head office ERP upgrade during FY20. The investment in branch and showroom upgrades will continue, and the division will also explore opportunities to further increase its network footprint and category reach. Fletcher Building Limited Annual Report 2019EBIT $104m 18% % of Group EBIT Distribution Financial Summary Year ended 30 June 2019 NZ$M 2018 NZ$M Change NZ$M Change % Gross revenue 1,596 1,530 External revenue 1,552 1,490 EBIT Funds Trading cash flow * Before significant items. 104 300 98 104* 264 112 66 62 36 (14) 4% 4% 0% 14% (13%) 31 Fletcher Building Limited Annual Report 2019Steel Easysteel (including Dimond Structural and Dimond Roofing) Pacific Coilcoaters | Fletcher Reinforcing DIVISIONAL PERFORMANCE OVERVIEW FUTURE FOCUS The Steel division’s focus for the next 12 months will be on three key areas: best in class customer service; launching innovative new steel-based systems to market; and growing our share in special steels and speciality cladding products. We continue to improve our customer experience to stay ahead of the competition including improvements in product availability (DIFOTIS and lead times), speed of quote and traceability of our products. Our focus on innovation and new product development over recent years is starting to materialise with numerous new products being ready to come to market in the early stages of FY20 including a post tensioned steel solution for vertical construction. The Steel division reported gross revenue of $555 million, 4% higher than the prior year. Operating earnings were $33 million, a decrease of $16 million or 33% compared to the prior year. Increased revenue reflected continued strength in the residential market, driving higher volumes in Easysteel roofing sales and steady domestic growth of Colorcote products in Pacific Coilcoaters. The division also continued to build market share on strong customer service performance. Offsetting these gains were subdued activity in the manufacturing and rural sectors and lower project activity in Fletcher Reinforcing, where bids were not submitted for some tenders due to higher risk profiles. Lower operating earnings for the division reflected a combination of an intensely competitive trading environment, rising global steel prices and increases in a number of other input costs such as energy, transport, and labour. Margins in EasySteel and Pacific Coilcoaters were particularly impacted as higher costs could not be recovered in the competitive market environment. Trading cash flows for the year of $15 million were $40 million lower than the prior year. The key contributors to this reduction were the lower earnings of $16 million and increased investment in inventory of $18 million. The higher inventory balance reflected two factors: the division’s strategy to increase dual supply of raw materials, with imported supply having longer lead times; and the increase in steel input prices. Capital expenditure in the year was $18 million, compared to $14 million in the prior period. Key investments included ‘ARMA+’ a new ERP system for Fletcher Reinforcing, upgraded roll- forming capacity in Dimond, and safety improvements and crane replacements across all business units. 32 Fletcher Building Limited Annual Report 2019EBIT $33m 6% % of Group EBIT Steel Financial Summary Year ended 30 June 2019 NZ$M 2018 NZ$M Change NZ$M Change % Gross revenue External revenue EBIT Funds Trading cash flow * Before significant items. 555 426 33 220 15 532 411 49* 184 55 23 15 (16) 36 (40) 4% 4% (33%) 20% (73%) 33 Fletcher Building Limited Annual Report 2019Concrete Winstone Aggregates | Golden Bay Cement | Firth Industries DIVISIONAL PERFORMANCE OVERVIEW The Concrete division reported gross revenue of $802 million, 1% lower than the prior year. Operating earnings were $84 million, a decrease of $6 million or 7% compared to the prior year. When adjusted for the impact of the cement mill outage, operating earnings improved by 1%. Winstone Aggregates had a very strong year with quarry revenue up 12%, driven by improved pricing and an 8% increase in aggregate sales volumes as major roading projects lifted demand. The acquisition of the Tamahere quarry in the Waikato region was completed in March 2019, with quarry operations now fully integrated into the division, and reflecting the continued investment in future resource. In Golden Bay Cement, revenue was consistent with the prior year when adjusted for the cement mill outage at the Portland manufacturing facility in September 2018. Revenue continued to be underpinned by consistent domestic demand and positive price achievements. The business continued to improve the extent and robustness of the cement supply chain during the year as coastal shipping deliveries extended to New Plymouth, and additional barge capacity was introduced between Portland and Auckland. In Firth, ready-mix volumes were steady nationally, though there was variation by region with continued growth in Auckland offset by a decline in Canterbury as some significant infrastructure projects were completed. Overall, a positive lift in sales price was achieved across the year. The new Auckland Airport precinct ready-mix plant has been fully commissioned lifting the capacity of the Auckland network and provides a well-positioned location to service the region. Operating earnings for the division were impacted by the $7 million cost of the cement mill outage. The strong volume and price performance in Winstone Aggregates lifted earnings for this business by 30% over the prior year. Cement earnings (adjusted for mill outage costs) were 2% higher than the prior year, with increased coal costs of $3 million offset by supply chain savings and improved pricing. Firth earnings from masonry grew by 34 14% as the Hunua block plant favourably impacted manufacturing efficiencies and further benefits were accrued from the refined manufacturing footprint. This was offset by a decrease in ready-mix earnings of 12% on the prior year as higher energy, labour and distribution costs were not able to be fully recovered by price increases. Trading cash flow for the division of $136 million increased from $128 million in the prior year, with improvements in working capital offsetting the reduced earnings. Capital expenditure for the division of $65 million was broadly in line with the prior year. Investment was particularly focused on aggregates, as the division invested in developing quarry resource to meet projected demand, and purchased replacement heavy mobile equipment to maintain quarry efficiencies and capability. Firth continued its program of ready-mix truck replacement, and commissioned a new ready-mix plant at Auckland Airport. Golden Bay Cement spend focused on silo capacity and cement mill resilience at the Portland facility, as well as the implementation of the new cement barge service to Auckland to drive supply chain efficiency. Fletcher Building Limited Annual Report 2019EBIT $84m 14% % of Group EBIT Concrete Financial Summary Year ended 30 June 2019 NZ$M 2018 NZ$M Change NZ$M Change % Gross revenue External revenue EBIT Funds Trading cash flow * Before significant items. 802 549 84 656 136 812 545 90* 628 128 (10) 4 (6) 28 8 (1%) 1% (7%) 4% 6% FUTURE FOCUS The division’s focus for FY20 will be on projects to further bolster long term capability, reduce carbon emissions, improve customer service experience – especially through digital connectivity – and ensure cost competitive manufacturing and supply chain positions. Firth will continue to invest in new trucks, rejuvenation of current plants, and growth through investment in new fixed and mobile plant locations. New product development in masonry will include a more environmentally-friendly honing plant for enhanced surface finishes. Golden Bay Cement will continue to work on cost reduction initiatives, particularly in supply chain logistics. Tyre Derived Fuel, a project in conjunction with Ministry for the Environment, will be completed in the second half of FY20 enabling material cost improvements and reduction in carbon emissions. The key product development initiative is to develop a low carbon and sustainable cementitious material which will reduce the carbon footprint for concrete. Winstone Aggregates will continue to invest in quarry capacity to ensure long term sustainable resource extraction and earnings, and will focus on building out capabilities to meet the demands of large project opportunities. 35 Fletcher Building Limited Annual Report 2019Residential and Development Residential | Land Development | Panelisation equipment, and recruited operating staff. The plant is targeting to produce the first panels in the first half of FY20. Trading cash flow for the division was $95 million compared to $109 million in the prior year. Residential cash flow increased from an outflow of $10 million in FY18 to an inflow of $55 million in the current period, in line with a target of moving to 100% conversion of earnings to cash. In Land Development, trading cash flow of $41 million was lower than the $120 million delivered last year, mainly due to the deferred settlement of approximately $50 million for one of the lots sold at Wiri. Divisional funds employed increased to $651 million at 30 June 2019 from $604 million at 30 June 2018. This included $145 million of lot purchases and $40 million of costs to develop residential land. The current funds balance includes 3,687 residential lots for further development or sale. In addition, the business has a further 1,735 units under unconditional agreements to be delivered over the next five years. DIVISIONAL PERFORMANCE OVERVIEW The Residential and Development division reported revenue of $639 million, an increase of 11% compared to the prior year. Operating earnings grew by 1% to $137 million an increase of $1 million over the prior year. The Group adopted NZ IFRS 15 Revenue from Contracts with Customers during the year, which affected the recognition of revenue from sale of houses and the comparison of results over the prior year. Adjusting the comparative period for the new accounting policies, the current year EBIT was 6% higher than the prior year. The Residential business grew revenue by 13% to $526 million in FY19. Total house sales volumes increased by 6% to 755 units, compared to 714 in the prior year. When section sales are excluded, 735 dwellings were sold during the year compared to 613 in the prior year (527 dwellings when adjusted for the impact of NZ IFRS 15). Auckland house sales continued to be a strong driver of revenue growth in FY19. Good demand remains in the $600,000 - $900,000 range, which is the focus for the business. Sales in higher price points have been steady, though the time taken to settle these houses has on average been longer due to purchasers usually having to sell their current homes first. Christchurch had a good year with strong sales at the Atlas Quarter and Awatea developments, and made the first sales in One Central, which is the focus for future development in this market. Residential earnings of $84 million were 1% lower than last year. Margins remained stable across most housing typologies, however a higher proportion of units were sold in Christchurch resulting in a lower overall margin mix. Land Development had continued success in realising value from assets surplus to Group requirements, especially at the Wiri development in South Auckland, which proceeded ahead of expectations. This was the key driver of Land Development revenue of $113 million, which was 5% higher than the prior year, and a 10% increase in operating earnings to $56 million. The newly created Panelisation business reported an operating loss of $3 million, as it established a new factory, installed new 36 Fletcher Building Limited Annual Report 2019EBIT $137m 23% % of Group EBIT Residential and Development Financial Summary Year ended 30 June 2019 NZ$M 2018 NZ$M Change NZ$M Change % Gross revenue External revenue EBIT Funds Trading cash flow 639 639 137 651 95 575 575 136 604 109 64 64 1 47 11% 11% 1% 8% (14) (13%) Residential and Development EBIT Year ended 30 June 2019 NZ$M 2018 NZ$M Change % Residential Land Development Panelisation Total 85 51 84 56 (3) 137 136 (1%) 10% NM 1% FUTURE FOCUS Looking ahead, the division will continue to scale its housing business, with a number of new developments across Auckland including sites at Te Atatu, Tamaki and Karaka. There is also work being undertaken to assess investment in additional land to the north-west and south of Auckland. The new panelisation plant will commence manufacturing panels for the Fletcher Living business in the first half of FY20, supporting the increase in the volumes of homes constructed during the coming year. The Land Development business will continue to develop sites surplus to the Group’s requirements, targeting approximately $25 million per annum earnings in the medium term. 37 Fletcher Building Limited Annual Report 2019FY18 as a result of the unwind of advance payments on several large roading contracts. The division invested $31 million in capital expenditure in FY19, consistent with the prior year. The focus of investment continues to be in the manufacture and supply of bituminous products in Higgins and in plant for foundations in Brian Perry Civil. FUTURE FOCUS Looking ahead, the division will build off the stabilised base that has been established in FY19. With a refreshed leadership team in place, the priorities will be to: complete the remaining legacy B+I projects within current provisions; leverage a strengthened set of project and risk management capabilities in winning and delivering new work effectively; and bring innovative solutions to bear for key customers. The division is well-placed to benefit from a significant pipeline of transport, water and commercial infrastructure that is planned in New Zealand in the coming years. Construction Major Projects | Building + Interiors (B+I) South Pacific | Brian Perry Civil | Higgins DIVISIONAL PERFORMANCE OVERVIEW The Construction division reported gross revenue of $1,702 million, 1% higher than the prior year. The division returned to profitability for the year with operating earnings of $47 million compared to a loss of $608 million in the prior year (a profit of $52 million when excluding the B+I loss of $660 million in FY18). Increased revenue for the division was reflected by strong revenue growth in the Major Projects and Brian Perry Civil businesses, offset by lower revenues from the ongoing completion of the B+I legacy projects. The completion of the B+I legacy projects remains within the project provisions announced in February 2018. Of the 16 key projects, ten were completed by the date of this report, four are on track to be completed by 31 December 2019, with the last two to be completed in calendar 2020. In June 2019 the Group confirmed its intention to recommence focused bidding in the vertical construction market. At 30 June 2019 the backlog of work for the division (being the value of contracted work awarded but not completed) was $1,445 million, compared with $1,784 million in June 2018 and $1,600 million in December 2018. B+I backlog decreased by $485 million. The Major Projects business was successful in its bid for the Northern Interceptor project for Watercare, while Higgins, South Pacific and Brian Perry Civil continue to have good success with project wins in New Zealand and Fiji and go into the FY20 year with good work in hand volumes. Operating earnings for the division were $47 million. The result was underpinned by Higgins, which delivered earnings of $36 million. While this was a $6 million decrease on the prior year, due to the completion of several high-margin projects in Fiji and in New Zealand, the outlook for the business remains strong. In aggregate, the Major Projects, Brian Perry Civil and South Pacific businesses reported earnings in line with the prior year. Trading cash flow for the division for the year was an outflow of $210 million compared to an outflow of $172 million in the prior year. Cash outflows in the B+I business were $257 million in the current year, compared to $285 million in the prior year. Excluding the B+I business, trading cash flow for the division was an inflow of $47 million, which was lower than the inflow of $113 million recorded in 38 Fletcher Building Limited Annual Report 20198% EBIT $47m % of Group EBIT Construction Financial Summary Year ended 30 June 2019 NZ$M 2018 NZ$M Change NZ$M Change % Gross revenue 1,702 1,685 External revenue 1,622 1,605 EBIT Funds 47 48 Trading cash flow (210) (608)* (238) (172) 17 17 655 286 (38) 1% 1% NM NM (22%) Construction EBIT* Year ended 30 June Higgins Infrastructure, South Pacific, Brian Perry Civil B+I Total * Before significant items. 2019 NZ$M 2018 NZ$M Change % 36 11 42 10 (14%) 10% 47 52 (660) (608) 47 10% NM NM 39 Fletcher Building Limited Annual Report 2019Australia Building Products Australia: Laminex Australia | Iplex Australia | Rocla | Fletcher Insulation Distribution Australia: Tradelink | Oliveri Solutions Steel Australia: Stramit DIVISIONAL PERFORMANCE OVERVIEW The Australia division reported gross revenue of $3,024 million compared with $3,076 million in the prior year, a decrease of 2%. Operating earnings before significant items were $57 million, a decrease of $57 million or 50% compared to the prior year. these revenue gains did not flow through to earnings. Iplex announced market price increases in the second quarter that muted the impact of these cost pressures. Fletcher Insulation made a small loss in the period as it was impacted by a fire at its Rooty Hill facility. Distribution Australia recorded revenue in line with the prior year and operating earnings of $8 million, down from $13 million in the prior period. In Tradelink, market share gains continued in the small to medium network customer segment (SME) and the business increased these segment earnings year on year for the third year in a row. Tradelink opened 11 new stores in the year and invested $10 million into showroom and branch refurbishments. Oliveri Solutions (formerly Tasman Sinkware) recorded reduced revenue and EBIT in the year given its high exposure to the residential market and the retail sales channel declined materially year on year. Steel Australia gross revenue declined 3% compared to the prior year and operating earnings before significant items declined from $25 million to $11 million. This was driven by higher raw material costs, including unfavourable foreign exchange rates, which could not be fully recovered through price increases in a competitive market environment. Overall performance in the division was well below expectations, impacted by the sharp decline in the residential market with commencements down approximately 20% on the prior year. This resulted in lower volumes and heightened competitive intensity in the higher margin and more residential exposed businesses, especially Laminex and Stramit. In addition, gross margin compression was experienced in most businesses, as increased input costs such as resin, fuel and steel could not be recovered in price in this environment. The increased costs were further exacerbated by a depreciating AUD/USD currency resulting in a $23 million earnings impact compared to the prior year. As part of our plans to grow our Australian businesses and in light of the sharp residential market decline, we carried out a comprehensive review and decisive intervention to reset and strengthen the division in FY19. As a result we are now executing: (1) clear business unit priorities, (2) a cost-out programme, (3) targeted growth investment and (4) talent refresh. The program targets $100 million of gross EBIT benefits by FY21, with around $15 million of net EBIT benefit in FY20 and $50 million in FY21. The programme delivered $15 million of gross benefits in FY19. During the year we took decisive action, including closing a number of sites, consolidating properties, restructuring sales and other teams, and the Iplex and Rocla businesses were merged. Building Products Australia gross revenue declined by 2% in FY19 and operating earnings before significant items decreased to $40 million compared to $76 million in the prior year. This reduction was due mainly to the Laminex business, where revenue declined 6% and Laminex earnings were impacted by a reduction in margins associated with increased competition in a declining residential market; increased raw material input costs; and one-off costs associated with industrial action in September to October. Revenue in the pipelines businesses increased as the civil infrastructure market experienced continued growth, however, foreign exchange rates and increased raw material costs, especially in Iplex, meant 40 Fletcher Building Limited Annual Report 201910% EBIT $57m % of Group EBIT Trading cash flows for the division were $57 million compared to $146 million in the prior year, with the decline primarily due to lower earnings. A strong performance in receivables management, where debtor days improved by 2.2 days, support a stable working capital position. The division recorded significant items of $78 million for the year as restructuring costs were recognised as a result of the strategic reset of the division. The division invested $91 million of capital expenditure during the year, compared to $79 million in the prior year, with major investments in Laminex’s e-commerce offering and a significant product range refresh. The division continued to invest in automation in its manufacturing operations, which remains a key priority moving forward. FUTURE FOCUS The Australia division will remain focused on its cost out programme, which will leverage divisional scale and drive cross business unit operational efficiencies to reset our cost base. There will be targeted investment for growth focusing on network densification in the distribution business, and innovation, new product development, and automation – primarily in the manufacturing businesses. The division will continue to strengthen its focus on customer value propositions and service promises to ensure we continue to grow in key customer, product and market segments. These include the small to medium enterprise customer in Tradelink, the decorative category in Laminex, the civil market for Iplex and water quality for Rocla. Australia Financial Summary Year ended 30 June 2019 NZ$M 2018 NZ$M Change NZ$M Change % Gross revenue 3,024 3,076 External revenue 2,933 2,972 EBIT* EBIT* (A$m) Funds 57 53 114 106 1,735 1,804 Trading cash flow 57 146 (52) (39) (57) (53) (69) (89) (2%) (1%) (50%) (50%) (4%) (61%) Australia EBIT* Year ended 30 June Building Products Australia Distribution Australia Steel Australia Divisional costs Total * Before significant items. 2019 NZ$M 2018 NZ$M Change % 40 8 11 (2) 76 13 25 (47%) (38%) (56%) NM 57* 114 (50%) 41 Fletcher Building Limited Annual Report 2019Our Board (L–R): Steve Vamos, Doug McKay, Barbara Chapman, Bruce Hassall, Antony Carter, Rob McDonald, Cathy Quinn, Martin Brydon. BRUCE HASSALL BCom, FCA (CAANZ) MARTIN BRYDON MBA, FAICD, FAIM, Dip Elect Eng, Dip Elron Eng Chair and Independent Non-Executive Director Independent Non-Executive Director Term of office: Appointed director 1 March 2017, last elected 2017 annual meeting. Term of office: Appointed director 1 September 2018, last elected 2018 annual meeting. Board committees: Chair of the Nominations Committee. Bruce Hassall has had a distinguished career with broad and deep commercial and strategic experience, and connections across the New Zealand economy, including in the small medium enterprise (SME), commercial, government and export sectors. As former senior partner and chief executive officer of PwC New Zealand he has extensive advisory background and knowledge of the corporate environment. Bruce is the Chair of The Farmers' Trading Company Limited and Prolife Foods Limited, and is a director of Bank of New Zealand and Fonterra Co-operative Group Limited. Board committees: Member of the Nominations Committee and Member of the Safety, Health, Environment and Sustainability Committee. Martin has more than 40 years' experience in the Australian building products sector, having started his career as an indentured engineering cadet with BHP. He joined Cockburn Cement Limited in 1981, where he then served as chief executive officer from 1998-1999. Following Cockburn Cement’s merger into Adelaide Brighton in 1999, he held a number of senior management roles before his appointment as chief executive officer and managing director in 2014. Martin retired following a distinguished 30-year career with Adelaide Brighton in January 2019. 42 Fletcher Building Limited Annual Report 2019ANTONY CARTER BE (Hons), ME, MPhil (Loughborough) DOUG MCKAY ONZM, BA, AMP (Harvard), CMInstD Independent Non-Executive Director Independent Non-Executive Director Term of office: Appointed director 1 September 2010, last re-elected 2016 annual meeting. Board committees: Member of the Audit and Risk Committee, Member of the Nominations Committee and Member of the Remuneration Committee. Tony Carter has extensive experience in retail management having served as managing director of Foodstuffs (Auckland) and Foodstuffs (New Zealand), New Zealand's largest retail organisation. Prior to this he owned and operated several Mitre 10 hardware stores, later serving as a director and Chair of Mitre 10 New Zealand Limited. Tony is the Chair of Air New Zealand Limited and Fisher & Paykel Healthcare Corporation Limited, a director of ANZ Bank New Zealand Limited and Vector Limited, and a trustee of the Maurice Carter Charitable Trust. Term of office: Appointed director 1 September 2018, last elected 2018 annual meeting. Board committees: Chair of the Safety, Health, Environment and Sustainability Committee, Member of the Audit and Risk Committee and Member of the Nominations Committee. Doug brings considerable business leadership and commercial experience, as the former chief executive of major manufacturing and distribution businesses in New Zealand and Australia, such as Lion Nathan, Carter Holt Harvey, Goodman Fielder, Sealord and Independent Liquor. He was the inaugural chief executive of the amalgamated Auckland Council until the end of 2013. In 2015 Doug was made an Officer of the New Zealand Order of Merit for services to business and local government. Doug is the Chair of Bank of New Zealand and Eden Park Trust Board and is a director of Genesis Energy Limited, IAG New Zealand Limited and National Australia Bank. BARBARA CHAPMAN CNZM, BCom, CMInstD Independent Non-Executive Director CATHY QUINN ONZM, LLB Term of office: Appointed director 1 September 2018, last elected 2018 annual meeting. Independent Non-Executive Director Board committees: Chair of the Remuneration Committee and Member of the Nominations Committee. Barbara brings extensive and diverse trans-Tasman executive experience to the Board having served as chief executive and managing director of ASB Bank for seven years and having held a number of senior executive roles responsible for marketing, communications, human resources, life insurance and retail banking in New Zealand and Australia. She has an extensive list of professional achievements to her credit, including being named New Zealand Herald's 2017 Business Leader of the Year. In 2019 Barbara was made a Companion of the New Zealand Order of Merit for services to business. Barbara is the Chair of Genesis Energy Limited and the 2021 APEC CEO Summit Committee, deputy Chair of The New Zealand Initiative, a director of IAG New Zealand Limited and New Zealand Media and Entertainment (NZME), and a member of the Prime Minister's Business Advisory Council. Term of office: Appointed director 1 September 2018, last elected 2018 annual meeting. Board committees: Member of the Audit and Risk Committee, Member of the Nominations Committee and Member of the Safety, Health, Environment and Sustainability Committee. Cathy Quinn is one of New Zealand's foremost commercial and corporate lawyers with significant expertise in governance, equity capital markets, mergers and acquisitions and private equity services. Cathy was the chair of MinterEllisonRuddWatts for eight years during a period of transformation and significant growth. In 2016 Cathy was made an Officer of the New Zealand Order of Merit for services to law and women. Cathy is a director of Rangatira Limited and Tourism Holdings Limited and a Board member of New Zealand Treasury and the New Zealand China Council. ROB MCDONALD BCom, FCA STEVE VAMOS BEng (Hons) Independent Non-Executive Director Independent Non-Executive Director Term of office: Appointed director 1 September 2018, last elected 2018 annual meeting. Term of office: Appointed director 6 July 2015, last re-elected 2018 annual meeting. Board committees: Chair of the Audit and Risk Committee and Member of the Nominations Committee. Board committees: Member of the Nominations Committee and Member of the Remuneration Committee. Rob McDonald's finance career spans over 30 years’ with a strong track record in financial and risk management, developed over two decades with Air New Zealand. As the airline's chief financial officer, he received a number of accolades during his career, including CFO of the Year in the Deloitte Top 200 in 2015 and the Fairfax Media New Zealand CFO of the Year award in 2010. Rob is the Chair of Contact Energy Limited and is a director of the Chartered Accountants of Australia and New Zealand and Sovereign Assurance Company Limited. Steve Vamos has more than 30 years' experience in the information technology, internet and online media industries. He is the chief executive officer of Xero Limited, a global online platform providing accounting software for businesses and their advisors. He has held senior management roles at IBM, Apple, ninemsn in Australia and Microsoft Corporation in Australia and the USA. 43 Fletcher Building Limited Annual Report 2019Executive Team (L–R): Dan Anthony, Claire Carroll, Dean Fradgley, Ian Jones, Peter Reidy, Ross Taylor, Bevan McKenzie, Wendi Croft, Charles Bolt, Hamish McBeath, Bruce McEwen, Steve Evans. ROSS TAYLOR Chief Executive Officer BEVAN MCKENZIE Chief Financial Officer STEVE EVANS Chief Executive Residential and Development DEAN FRADGLEY Chief Executive Australia CHARLES BOLT Group General Counsel and Company Secretary IAN JONES Chief Executive Concrete DAN ANTHONY Chief Information Officer HAMISH MCBEATH Chief Executive Building Products CLAIRE CARROLL Chief People and Communications Officer BRUCE MCEWEN Chief Executive Distribution WENDI CROFT Chief Health and Safety Officer PETER REIDY Chief Executive Construction For the full biographies of our Executive Team, please see our website. 44 Fletcher Building Limited Annual Report 2019Financial performance - before significant items Trend Statement Notes Financial performance Operating revenue Earnings before interest and taxation (EBIT) Net earnings Cash flow from operations Earnings per share - basic (cents per share) Dividends for the period (cents per share) Return on average funds (%) (3) Return on average equity (%) (4) Earnings before interest and taxation (EBIT) Net earnings Earnings per share - basic (cents per share) Return on average funds - before significant items (%) (3) Return on average equity - before significant items (%) (4) Balance sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Capital Reserves Minority equity Total equity 2019 2018 2017 2016 2015 2014 2013 2012 (2) 2011 (1) 2010 NZ$M NZ$M NZ$M NZ$M NZ$M NZ$M NZ$M NZ$M NZ$M NZ$M 9,307 9,471 9,399 9,004 8,661 8,401 8,517 8,839 7,416 6,799 397 164 153 19.2 23.0 7.4 4.0 631 367 43.0 (118) (190) 396 (25.5) 0 (2.2) (5.2) 50 (60) (8.1) 273 94 243 13.5 39.0 4.9 2.5 719 462 660 67.0 39.0 13.4 12.4 503 270 575 39.2 37.0 9.6 7.7 592 339 489 49.3 36.0 11.7 9.9 525 321 682 418 653 399 624 362 46.3 60.6 58.0 52.7 569 326 559 47.6 34.0 10.8 9.4 569 326 47.6 403 185 448 27.2 34.0 7.4 5.2 556 317 46.5 492 283 402 45.0 33.0 10.6 8.2 596 359 57.1 521 272 522 44.9 29.0 12.7 9.1 521 301 49.7 11.8 0.9 9.4 12.7 12.5 12.3 10.8 10.2 12.8 12.7 8.8 (1.7) 8.7 11.6 11.3 10.5 9.4 9.0 10.4 10.0 4,121 3,944 3,419 3,222 3,272 2,958 2,868 3,112 3,104 2,317 3,589 4,601 4,254 4,045 4,229 3,983 4,257 4,367 4,388 3,397 7,710 8,545 7,673 7,267 7,501 6,941 7,125 7,479 7,492 5,714 2,330 2,356 1,996 1,997 1,947 1,596 1,557 1,936 1,700 1,384 1,207 2,047 2,097 1,557 1,844 1,891 2,014 2,091 2,092 1,307 3,537 4,403 4,093 3,554 3,791 3,487 3,571 4,027 3,792 2,691 3,427 3,425 2,678 2,650 2,633 2,624 2,606 2,582 2,553 1,912 714 32 693 24 878 1,041 1,050 24 22 27 795 35 913 35 838 32 1,113 1,077 34 34 4,173 4,142 3,580 3,713 3,710 3,454 3,554 3,452 3,700 3,023 Total liabilities and equity 7,710 8,545 7,673 7,267 7,501 6,941 7,125 7,479 7,492 5,714 Other financial data Total shareholders return (%) (5) Net tangible assets per share ($) Gearing (%) (6) Leverage (%) (7) (29) 3.53 7.2 0.4 (6) 2.85 23.5 4.8 0 2.70 35.3 2.7 11 2.87 27.3 1.6 (3) 2.80 31.8 2.0 9 2.60 32.3 2.0 51 2.61 33.5 2.3 (27) 2.65 37.4 2.6 14 2.71 34.3 2.4 24 2.90 26.8 1.5 (1) The Crane group was acquired with an effective acquisition date of 28 March 2011. (2) The June 2012 balance sheet has been restated following revisions to IAS 19 Employee Benefits adopted by the Group. (3) EBIT to average funds (net debt and equity less deferred tax asset). (4) Net earnings to average shareholders' funds. (5) Share price movement in year and gross dividend received, to opening share price. (6) Net debt (borrowings less cash and deposits) to net debt and equity. (7) Net debt to EBITDA. 45 Fletcher Building Limited Annual Report 2019Financial Statements 46 Fletcher Building Limited Annual Report 2019Consolidated Income Statement FOR THE YEAR ENDED 30 JUNE 2019 Continuing operations Revenue Cost of goods sold Gross margin Selling, general and administration expenses Share of profits of associates and joint ventures Significant items Earnings before interest and taxation (EBIT) Funding costs Earnings before taxation Taxation expense Earnings after taxation Earnings attributable to non-controlling interests Net earnings/(loss) from continuing operations Net earnings/(loss) from discontinued operations net of tax Net earnings/(loss) attributable to the shareholders Net earnings per share (cents) Basic Diluted Net earnings per share from continuing operations (cents) Basic Diluted Weighted average number of shares outstanding (millions of shares) Basic Diluted Dividends declared per share (cents) Notes 28 28 2 15 25 2 4 4 17 The accompanying notes form part of and are to be read in conjunction with these financial statements. On behalf of the Board, 21 August 2019 Bruce Hassall Chair Robert McDonald Director 2019 NZ$M 8,308 (6,025) 2,283 (1,748) 14 (94) 455 (116) 339 (80) 259 (13) 246 (82) 164 19.2 19.0 28.8 27.7 853 951 23.0 2018 NZ$M 8,211 (6,571) 1,640 (1,691) 22 (149) (178) (155) (333) 105 (228) (11) (239) 49 (190) (25.5) (25.5) (32.1) (32.1) 745 745 0.0 47 Fletcher Building Limited Annual Report 2019Consolidated Statement of Comprehensive Income FOR THE YEAR ENDED 30 JUNE 2019 Net earnings/(loss) attributable to shareholders Net earnings attributable to non-controlling interests Net earnings/(loss) Other comprehensive income Items that do not subsequently get reclassified to income statement in the future: Movement in pension reserve Items that may be reclassified subsequently to income statement: Movement in cash flow hedge reserve Movement in currency translation reserve Items that have been reclassified to income statement during the year: Reclassification from currency translation reserve Other comprehensive income Total comprehensive income/(loss) for the year Total comprehensive income/(loss) for the year arises from: Continuing operations Discontinued operations The accompanying notes form part of and are to be read in conjunction with these financial statements. 2019 NZ$M 164 13 177 2018 NZ$M (190) 11 (179) (25) (25) (6) (34) (40) 7 7 (58) 119 178 (59) 119 10 10 2 129 131 141 (38) (119) 81 (38) 48 Fletcher Building Limited Annual Report 2019Consolidated Statement of Movements in Equity FOR THE YEAR ENDED 30 JUNE 2019 e v r e s e r s t n e m y a p d e s a b - e r a h S e v r e s e r e g d e h w o fl h s a C l n o i t a s n a r t y c n e r r u C e v r e s e r g n i l l o r t n o c - n o N t s e r e t n i y t i u q E l a t o T i n o s n e P e v r e s e r l a t o T s e t o N e r a h S l a t i p a c i d e n a t e R i s g n n r a e NZ$M Total equity at 30 June 2017 2,678 1,216 13 (2) (286) (63) 3,556 24 3,580 Total comprehensive income for the year (190) 2 129 10 (49) Movement in non-controlling interests Issue of shares Dividends paid to shareholders of the parent Movement in share-based payment reserve Movement in treasury stock Total equity at 30 June 2018 Change in accounting policies Adjusted equity at 30 June 2018 Total comprehensive income/(loss) for the year Movement in non-controlling interests Dividends paid to shareholders of the parent Reclassification of pension reserve on disposal of business Movement in share-based payment reserve 19 18 17 18 28 19 17 (132) 736 11 3,425 894 3,425 (19) 875 164 (68) (73) Movement in treasury stock 18 2 (4) 9 9 2 11 (11) (38) (11) 736 (132) (4) 11 736 (132) (4) 11 (157) (53) 4,118 24 4,142 (19) (19) (157) (53) 4,099 24 4,123 (6) (27) (25) 106 13 (5) 73 (68) 2 2 119 (5) (68) 2 2 Total equity at 30 June 2019 3,427 898 11 (6) (184) (5) 4,141 32 4,173 The accompanying notes form part of and are to be read in conjunction with these financial statements. 49 Fletcher Building Limited Annual Report 2019 Consolidated Balance Sheet AS AT 30 JUNE 2019 Assets Current assets: Cash and cash equivalents Current tax assets Contract assets Derivatives Debtors Inventories Total current assets Non-current assets: Property, plant and equipment Intangible assets Investments in associates and joint ventures Inventories Retirement plan assets Other investments Derivatives Deferred tax assets Total non-current assets Total assets Liabilities Current liabilities: Creditors, accruals and other liabilities Provisions Current tax liabilities Derivatives Contract liabilities Borrowings Total current liabilities Non-current liabilities: Creditors, accruals and other liabilities Provisions Retirement plan liabilities Deferred tax liabilities Derivatives Borrowings Total non-current liabilities Total liabilities Equity Share capital Reserves Shareholders' funds Non-controlling interests Total equity Total liabilities and equity Notes 2019 NZ$M 2018 NZ$M 6 25 11 16 7 8 12 13 20 8 26 16 25 9 10 25 16 11 14 9 10 26 25 16 14 18 19 1,372 66 40 5 1,298 1,340 4,121 1,754 1,129 152 264 61 108 121 3,589 7,710 1,254 346 5 4 119 602 2,330 84 18 2 8 1,095 1,207 3,537 3,427 714 4,141 32 4,173 7,710 665 72 13 6 1,629 1,559 3,944 2,231 1,696 149 189 88 1 86 161 4,601 8,545 1,547 449 26 7 142 185 2,356 38 162 38 37 19 1,753 2,047 4,403 3,425 693 4,118 24 4,142 8,545 The accompanying notes form part of and are to be read in conjunction with these financial statements. 50 Fletcher Building Limited Annual Report 2019Consolidated Statement of Cash Flows FOR THE YEAR ENDED 30 JUNE 2019 Cash flow from operating activities Receipts from customers Dividends received Payments to suppliers, employees and other Interest paid Income tax paid Net cash from operating activities Cash flow from investing activities Sale of property, plant and equipment Sale of subsidiaries/investments Sale of cash in subsidiaries Purchase of property, plant and equipment and intangible assets Purchase of subsidiaries/businesses Net cash from investing activities Cash flow from financing activities Issue of shares Issue of capital notes Net debt repayment Repurchase of capital notes Distribution to non-controlling interests Dividends Net cash from financing activities Net movement in cash held Add: opening cash and cash equivalents Effect of exchange rate changes on net cash Closing cash and cash equivalents The accompanying notes form part of and are to be read in conjunction with these financial statements. 2019 NZ$M 9,139 6 (8,836) (128) (28) 153 5 1,320 (37) (348) (26) 914 100 (199) (181) (7) (68) (355) 712 665 (5) 1,372 2018 NZ$M 9,810 18 (9,189) (158) (85) 396 19 57 (304) (228) 727 221 (483) (55) (15) (123) 272 440 219 6 665 51 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 1. Statement of accounting policies General information The financial statements presented are those of Fletcher Building Limited (the Company) and its subsidiaries (the Group). The Group is primarily involved in the manufacturing and distribution of building materials and residential and commercial construction. Fletcher Building Limited is domiciled in New Zealand. The registered office of the Company is 810 Great South Road, Penrose, Auckland. The Company is registered under the Companies Act 1993 and is a Financial Markets Conduct Act 2013 reporting entity in terms of the Financial Reporting Act 2013. The Group is a for-profit entity. Basis of presentation These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards (NZ IFRS). They also comply with International Financial Reporting Standards. These financial statements are presented in New Zealand dollars ($), which is the Group’s presentation currency and rounded to the nearest million unless otherwise stated. The consolidated financial statements comprise the income statement, statement of comprehensive income, statement of movements in equity, balance sheet, statement of cash flows, and statement of accounting policies, as well as the notes to these financial statements. Accounting convention The financial statements are based on the general principles of historical cost accounting, except that certain financial assets and liabilities, as described below are stated at their fair value. The accounting policies have been applied consistently by all Group entities throughout all periods presented, except as disclosed below, "Changes in accounting policies." Accounting policies are disclosed within each of the applicable notes to the financial statements and are marked with this icon. Critical accounting estimates and judgements The preparation of financial statements in conformity with NZ IFRS requires the directors to make estimates and judgements that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. The estimates and judgements that are critical to the determination of the amounts reported in the financial statements have been disclosed with the relevant notes in the financial statements are marked with this icon, or where applied to the financial statements as a whole, are detailed below. Basis of consolidation The consolidated financial statements comprise the Company, it's controlled entities and it's interest in associates, partnerships and joint arrangements. Intercompany transactions are eliminated in preparing the consolidated financial statements. Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are included in the consolidated financial statements using the acquisition method of consolidation, from the date control commences until the date control ceases. Foreign currency Translation of the financial statements of foreign operations The assets and liabilities of the Group’s overseas operations are translated into New Zealand currency at the rates of exchange ruling at balance date. The revenue and expenditure of these entities are translated using an average exchange rate reflecting an approximation of the appropriate transaction rates. Exchange variations arising on the translation of these entities and other currency instruments designated as hedges of such investments are recognised directly in the currency translation reserve. The cumulative exchange variations would be reclassified subsequently to earnings if the overseas operation to which the reserve relates were to be sold or otherwise disposed of. 52 Fletcher Building Limited Annual Report 2019Foreign currency transactions Transactions in foreign currencies are translated at exchange rates at the date of the transactions. Monetary assets and liabilities in foreign currencies at balance date are translated at the rates of exchange ruling at balance date. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in earnings, except where deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Non-monetary assets and liabilities in foreign currencies are translated at the exchange rates in effect when the amounts of these assets and liabilities were determined. Note Description Financial Performance Note 2 Note 3 Note 4 Note 5 Key estimates and judgements Segmental information Net earnings per share Income statement disclosures Working Capital Management Note 6 Note 7 Note 8 Note 9 Cash and cash equivalents Debtors Inventories, including land and developments Creditors, accruals and other liabilities Note 10 Provisions Note 11 Contract assets and liabilities Long-term Investments Note 12 Property, plant and equipment Note 13 Intangible assets Funding and Financial Risk Management Note 14 Borrowings Note 15 Funding costs/(income) Note 16 Financial risk management Group Structure and Related Parties Note 17 Dividends and shareholder tax credits Note 18 Capital Note 19 Non-controlling interests Note 20 Investments in associates and joint ventures Note 21 Related party disclosures Other Information Note 22 Capital expenditure commitments Note 23 Lease commitments Note 24 Contingent liabilities Note 25 Taxation Note 26 Retirement plans Note 27 Share-based payments Note 28 Impact of NZ IFRS 15 and other reclassifications Note 29 Subsequent events 53 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) 2. Key estimates and judgements This section provides details of the key estimates and judgements undertaken when preparing these financial statements. Changes in accounting policies The following sets out the new accounting standards and amendments to standards that were applicable to the Group from 1 July 2018. NZ IFRS 15 Revenue from Contracts with Customers The Group adopted NZ IFRS 15 from 1 July 2018 using the modified retrospective approach. As a result, the Group has restated its opening equity position as at 1 July 2018 by $19 million to reflect the impact of transitioning to NZ IFRS 15. This adjustment primarily reflects the change in the timing of the recognition of revenue from house sales in the Residential division. In line with the requirements of the standard with regards to the transition option adopted, the Group has not restated the comparative information presented for the Income Statement, which continues to be reported under previous revenue standards, NZ IAS 11 and NZ IAS 18. The Group has restated the comparative information to improve the comparability of the Balance Sheet, refer to note 28. On adoption of NZ IFRS 15, the Group has revised its accounting policies for revenue recognition (where applicable) which are disclosed in note 28. A number of new standards, amendments and interpretations have been issued by the International Accounting Standards Board and the External Reporting Board in New Zealand that are not yet effective and have not been early adopted by the group. Those which are relevant to the group are set out below: Standards not yet effective or early adopted The following sets out the new accounting standards and amendments to standards that are not yet applicable to the Group. NZ IFRS 16 Leases NZ IFRS 16 was issued in February 2016 and is effective for the Group for the period beginning 1 July 2019. NZ IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. NZ IFRS 16 replaces NZ IAS 17 and the related interpretations. For lessees, NZ IFRS 16 removes the distinction between operating leases and finance leases and introduces a single lessee accounting model which requires right-of-use assets and lease liabilities to be recognised in the consolidated balance sheet for most lease contracts. Going forward, the lease expense previously recognised in the consolidated income statement for operating leases will be replaced by a straight- line depreciation expense in relation to the right-of-use assets and an amortising interest charge in relation to the lease liabilities. The interest charge will be front-loaded in the earlier periods of a lease and reduce in later periods as the interest element of the lease liability unwinds. The Group will adopt the modified retrospective approach on transition. Under this approach, NZ IFRS 16 will be applied to leases from either: – lease commencement - where historic lease documentation is available; or – transition date, 1 July 2019. A cumulative catch-up adjustment to retained earnings as at 1 July 2019 is required for leases where NZ IFRS 16 has been applied from lease commencement, however prior year comparatives will not be restated. The Group will apply both the short-term and low value lease exemptions allowed under NZ IFRS 16 which recognises payments for leases of 12 months or less, or leases of a low value on a straight-line basis as an expense in the income statement. The Group will also adopt transition reliefs to: – exclude initial direct costs in the measurement of the right-of-use asset as at 1 July 2019; and – use the benefit of hindsight to assist in the assumptions and judgements regarding renewals. Financial Impact NZ IFRS 16 will have a significant impact on the financial position of the Group on transition. The Group has a large number of leases, consisting of property, mobile plant and heavy machinery, commercial and passenger vehicles and IT equipment. Property leases, which include retail, manufacturing, distribution, storage and office sites, have the most significant impact on adoption of NZ IFRS 16 given their high value and long lease terms with renewal options. On 1 July 2019, the Group will recognise lease liabilities of approximately $1.8 billion, and right-of-use assets of $1.5 billion in the consolidated balance sheet. An adjustment of $0.3 billion will be made to retained earnings to recognise the front-loading of interest expense in the early years of the leases. 54 Fletcher Building Limited Annual Report 2019 The Group expects this to result in a reduction to net earnings before tax of $15 million in FY20. Although there is no impact to net earnings from a lease over its full life cycle, the current timing impact on net earnings before tax of $15 million results from the combined depreciation $185 million and interest expense of $64 million (which is higher in earlier years of these leases) exceeding the current operating expense of $234 million. Operating expenses will decrease by approximately $49 million as the FY20 depreciation charge for the right-of-use asset of $185 million replaces the FY19 lease expense of $234 million. There will be no impact to cash outflows, however the classification of cash flows will change. It is estimated the Group’s operating cash outflows will decrease and financing cash outflows will increase by approximately $169 million as repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities. The Group’s activities as a lessor are not material and therefore the Group does not expect any significant impact on the financial statements. However, as required by NZ IFRS 16, additional disclosures will be included within the notes to the financial statements for the year ending 30 June 2020. Key judgements The following key judgements were required in calculating the above financial impacts: – determining the lease term (which can be complex where leases include rights of renewal or cancellation); and – the discount rate applicable to each lease and the lease payments. Adoption project The Group’s IFRS 16 project is governed by a Steering Group which oversees the relevant project work streams, approves key decisions and provides regular updates to the Audit and Risk Committee. During the year to 30 June 2019, work has progressed to finalise the discount rate methodology, accounting policies and internal controls, complete the data collection and validation of the Group’s portfolio of lease data and fully implement the IT system solution which will record and calculate the NZ IFRS 16 impact. 2A. SIGNIFICANT ITEMS Transactions are classified as significant items when they meet certain criteria approved by the Group’s Audit and Risk Committee. Significant items are determined in accordance with the principles of consistency, relevance and clarity. Transactions considered for classification as significant items include restructuring costs; acquisition and disposal costs; impairment or reversal of impairment of assets; business integration; and transactions or events outside of the Group’s ongoing operations that have a significant impact on reported profit. 2019 Building Products Australia Formica and Roof Tile Group Corporate Total significant items before taxation Tax benefit on above items Total significant items after taxation (1) Restructuring activity Restructuring activity (1) NZ$M M&A Activity (2) NZ$M (10) (78) (6) (94) 27 (67) (140) (140) 4 (136) Total NZ$M (10) (78) (140) (6) (234) 31 (203) The Group has recognised a charge of $94 million for restructuring costs, $78 million of which is in Australia, associated with the restructure of various businesses across the Group as an extension of the strategic reset that began in FY18. The restructuring includes redundancies and property exit costs, as well as associated advisory costs incurred. (2) M&A activity On 1 November 2018 the Group divested the Roof Tile Group business for total proceeds of $66 million. A net loss on sale of $18 million has been recorded, comprising a transaction loss of $11 million and a loss on the reclassification of $7 million of the foreign currency translation reserve. On 3 June 2019 the Group divested the global Formica business for proceeds of $1,191 million and a net loss on sale of $122 million has been recorded. 55 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) 2018 Distribution Steel Concrete Construction Australia Formica and Roof Tile Group Divested businesses Corporate Total significant items before taxation Tax benefit/(charge) on above items Total significant items after taxation (1) Restructuring activity Restructuring activity (1) NZ$M M&A Activity (2) NZ$M Impairments (3) NZ$M Total NZ$M (3) (8) (9) (5) (66) (91) 23 (68) (3) (8) (17) (5) (49) (57) 37 (66) (168) 38 (130) (17) (5) (40) (52) (114) 15 (99) 37 37 37 The Group recognised a charge of $91 million for costs associated with the restructure of the Group’s operating model. The restructuring includes redundancies and exit costs, as well as: – $20 million relating to various Corporate and Business Unit IT systems and associated external advisory costs incurred. – $7 million for costs associated with the integration of the Calder Stewart business into the Steel division. – $3 million for costs associated with the termination of the Formica US Pension Plan. (2) M&A activity The Group divested its 50 per cent stake in the Sims Pacific Metals joint venture for $42 million with a resulting net gain on sale of $25 million, and its 20 per cent stake in Dongwha New Zealand Limited for $17 million with a net gain on sale of $12 million. (3) Impairments During the year, the Group has recognised a $114 million impairment charge, relating to businesses where the carrying amount exceeded the recoverable amount: – $40 million relating to Rocla where goodwill of $11 million, brands of $21 million and inventories of $8 million were impaired. Offsetting the impairment of brands is a $7 million reversal of the associated deferred tax liability through tax expense. – $52 million relating to Roof Tile Group where goodwill of $15 million, brands of $4 million, property, plant and equipment of $29 million, and working capital of $4 million have been impaired. – $5 million relating to the Forman Contracting brand asset, reflecting a revision in expected medium-term revenues and earnings. – $17 million relating to the impairment of assets of $12 million and $5 million for disposal costs of a quarry within Winstone Aggregates. 2B. DISCONTINUED OPERATIONS The Group divested the Roof Tile Group and the Formica business during the current year and divested it's interest in Dongwha New Zealand Limited and Sims Pacific Metals in the prior year. The relevant financial information for each business is set out below. Roof Tile Group Formica Dongwha & Sims Pacific Metals Net earnings/(loss) after taxation from discontinued operations per Income Statement i ii 2019 NZ$M (19) (63) (82) 2018 NZ$M (54) 52 51 49 56 Fletcher Building Limited Annual Report 2019 (i) Roof Tile Group On 1 November 2018 the Group divested the Roof Tile Group for total proceeds of $66 million (including a working capital adjustment of $7 million). This resulted in the following loss on sale. Consideration Less: Transaction costs and provisions Net sale proceeds Carrying value Less: reclassification of foreign currency translation reserve Loss on sale There was no tax benefit in any jurisdiction arising from the loss on sale recognised. Financial Performance The financial performance information presented is for the period ended 1 November 2018 and the year ended 30 June 2018. 2019 NZ$M 66 (7) 59 (70) (11) (7) (18) Revenue Expenses Earnings before taxation Taxation expense Loss on sale Earnings/(loss) after taxation from discontinued operations Period ended 1 Nov 2018 NZ$M Year ended June 2018 NZ$M 58 (55) 3 (4) (1) (18) (19) 147 (201) (54) (54) (54) Cash Flow Performance The cash flow information presented is for the period ended 1 November 2018 and the year ended 30 June 2018. Period ended 1 Nov 2018 NZ$M Year ended June 2018 NZ$M Movement in exchange differences on translation of discontinued operations Other comprehensive income from discontinued operations Net cash inflow from operating activities Net cash outflow from investing activities Net cash outflow from financing activities Net increase/(decrease) in cash generated by the discontinued operation 13 13 4 (1) 3 5 5 (7) (3) (10) 57 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Assets and Liabilities The carrying amounts of assets and liabilities as at the date of sale were: Cash and cash equivalents Current tax assets Debtors Inventories Property, plant and equipment Intangibles Deferred tax assets Total assets Creditors, accruals and other liabilities Provisions Total liabilities (ii) Formica 1 Nov 2018 NZ$M June 2018 NZ$M 2 1 30 25 19 11 (2) 86 12 4 16 4 2 29 25 27 11 (2) 96 10 3 13 On 3 June 2019 the Group divested the global Formica business for total net proceeds of $1,191 million, all of which had been received at 30 June 2019. Financial information relating to the Formica business for the period to the date of disposal and the details of the loss on sale are outlined below. Sale price Less: Debt-like items, minority interest and working capital Less: Transaction costs and provisions Net sale proceeds Carrying value Loss on sale There was no tax benefit in any jurisdiction arising from the loss on sale recognised. Financial Performance The financial performance information presented is for the period ended 3 June 2019 and the year ended 30 June 2018. Period ended 3 June 2019 NZ$M 941 (864) 77 (18) 59 (122) (63) Revenue Expenses Earnings before taxation Taxation expense Loss on sale Earnings/(loss) after taxation from discontinued operations 58 2019 NZ$M 1,259 (20) (48) 1,191 (1,313) (122) Year ended June 2018 NZ$M 1,006 (948) 58 (6) 52 52 Fletcher Building Limited Annual Report 2019Cash Flow Performance The cash flow information presented is for the period ended 3 June 2019 and the year ended 30 June 2018. Movement in exchange differences on translation of discontinued operations Movement in cash flow hedge reserve Movement in pension reserve Other comprehensive income from discontinued operations Net cash inflow from operating activities Net cash outflow from investing activities Net cash outflow from financing activities Net increase/(decrease) in cash generated by the discontinued operation Assets and Liabilities The carrying amounts of assets and liabilities as at the date of sale were: Cash and cash equivalents Current tax assets Debtors Inventories Property, plant and equipment Intangible assets Deferred tax assets Total assets Creditors, accruals and other liabilities Provisions Current tax liabilities Borrowings Retirement plan liabilities Deferred tax liabilities Total liabilities Period ended 3 June 2019 NZ$M Year ended June 2018 NZ$M 13 (1) (2) 10 24 (58) (23) (57) 82 (4) 78 102 (68) (13) 21 3 June 2019 NZ$M June 2018 NZ$M 37 158 252 537 571 32 13 148 231 454 592 14 1,555 1,484 152 21 7 23 39 242 187 7 19 22 35 48 318 2C. INTANGIBLE ASSET IMPAIRMENT TESTING Goodwill and brands were tested for impairment in June 2019. Each cash generating unit (CGU) that carries goodwill is valued on a value-in- use or fair value less costs of disposal basis using a discounted cash flow model. Management has used its past experience of sales growth, operating costs and margin, and external sources of information where appropriate, to determine their expectations for the future. These cash flow projections are principally based on the Group's five year strategic plan, which are risk adjusted where appropriate. Cash flows beyond five years have been extrapolated using estimated terminal growth rates, which do not exceed the long-term average growth rate for the industries and countries in which the business units operate. The terminal growth rate used was 2.5% (2018: 2.5%). New Zealand and South Pacific CGU's The goodwill and brands balances for the 15 New Zealand and South Pacific CGU's represent 46% of the total balance for the Group. The cash flows are discounted using a nominal rate specific to each business. New Zealand businesses have employed rates between 8.0% and 9.0% (2018: average 8.0%), and the South Pacific business has employed a rate of 18.5% (2018: 18%), reflecting the risk profile of each business and for the regions in which the CGUs operate. Sensitivity to reasonably possible changes in assumptions The impairment assessment confirmed that, for these business units, the recoverable amounts exceed carrying values as at 30 June 2019. Management considers that no reasonably possible change in assumptions would cause the carrying amount to exceed the recoverable amount. 59 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Australia CGU's The goodwill and brands balances for the four Australia CGU's represent 54% of the total balance for the Group. The cash flows are discounted using a nominal rate specific to each business. Australia rates range between 8.0% and 9.0% (2018: average 9.0%), reflecting the risk profile of each business and for the regions in which the CGUs operate. Sensitivity to reasonably possible changes in assumptions Throughout the current financial year the Australia economy, particularly the residential market, has experienced a significant downturn. The Laminex Australia and Tradelink business units have been particularly impacted by this downturn, which has impacted the forecast cash flows used to assess the carrying value of each CGU. Group and divisional management completed a comprehensive strategic review of the Australia division during the year and identified a number of strategic initiatives for the near to medium term to set the business units up for long term margin growth. A number of these initiatives have been implemented during the current financial year, however, the benefits of these will be achieved over the longer term and are, in part, dependent on the recovery of the Australian economy and residential market. The key assumptions used in the impairment tests for the significant business units of Laminex Australia and Tradelink are outlined below. No impairment was recognised during the financial year, however, a change in any of the key assumptions would lead to the elimination of the excess of recoverable amount over carrying amount. Laminex Australia (representing 28% of Group goodwill and brands balances) Key Assumption Value attributed Sensitivity (absolute movement) Revenue growth (5-year Cumulative Average Growth Rate (CAGR)) EBIT margin (5-year average) Terminal growth rate Discount rate 4.00% 7.30% 2.50% 8.30% Decrease by 0.8 ppts Decrease by 1.2 ppts Decrease by 1.2 ppts Increase by 1.0 ppts Tradelink (representing 11% of Group goodwill and brands balances) Key Assumption Value attributed Sensitivity (absolute movement) Revenue growth (5-year Cumulative Average Growth Rate (CAGR)) EBIT margin (5-year average) Terminal growth rate Discount rate Other Australia CGU's 2.80% 2.80% 2.50% 8.30% Decrease by 0.5 ppts Decrease by 0.5 ppts Decrease by 1.4 ppts Increase by 1.2 ppts The impairment assessment confirmed that, for all other business units, the recoverable amounts exceed carrying values as at 30 June 2019. Management considers that no reasonably possible change in assumptions would cause the carrying amount to exceed the recoverable amount. 2D. SUPPLEMENTARY DISCLOSURES: EARNINGS PER SHARE Earnings per share is disclosed in full in note 4. The below disclosure has been included to provide additional useful information by removing the impact of one-off events in the current and prior year, and the resulting impact on the earnings per share measure. The effect of significant items on earnings per share is as follows: Net earnings/(loss) after taxation (as per income statement) Add back: Significant items after taxation (note 2a) Net earnings before significant items Net earnings from continuing operations before significant items Net earnings per share before significant items (cents) Net earnings per share from continuing operations before significant items (cents) Net earnings per share - as reported per income statement (cents) 2019 NZ$M 164 203 367 313 43.0 36.7 19.2 2018 NZ$M (190) 130 (60) (184) (8.1) (24.7) (25.5) 2E. SUPPLEMENTARY DISCLOSURES: CONSTRUCTION ACCOUNTING The Construction division is engaged by customers to construct and maintain buildings and infrastructure across New Zealand and the South Pacific. During FY17 and FY18, the Group recognised significant provisions within the division as a number of these construction contracts were loss making. These projects were determined to be onerous contracts and the related provisions are disclosed in note 10. Construction 60 Fletcher Building Limited Annual Report 2019 projects are inherently more uncertain earlier in their lifetime, which leads to a number of significant estimates and judgements being made at these early stages. The Group's policies for accounting for such projects are outlined below, and demonstrate the significant judgements made. Contract assets and liabilities arising from construction work in progress at year end are disclosed in note 11. A summary of total contracted work under construction and details of the major construction projects and their approximate stage of completion is disclosed to demonstrate the uncertainty that remains on these projects. Construction accounting policies Revenue recognition Construction contract revenue The Group derives revenue from the construction of building and infrastructure projects across New Zealand and the South Pacific. Contracts entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure. While it is uncommon, contracts can be entered into for the building of several projects. Where this occurs, the Group will identify the single or multiple performance obligations and allocate the total transaction price across each performance obligation based on stand-alone selling prices. The transaction price is normally fixed at the start of the project. The nature of construction projects leads to variations in the project size and scope. It is also normal practice for contracts to include bonus and penalty elements based on timely construction or other performance criteria known as variable consideration, discussed below. The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on the assets being constructed they are controlled by the customer and have no alternative use to the Group, with the Group having a right to payment for performance to date. Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on the measured output of each process based on appraisals that are agreed with the customer on a regular basis. Maintenance contract revenue Services revenue is primarily generated from maintenance services supplied to roading assets owned by local or central Government in New Zealand and the South Pacific. This revenue also arises in respect of infrastructure assets previously constructed by the Group where maintenance was included in the contract. The service contracts are typically determined to have one single performance obligation which are significantly integrated and are fulfilled over time. There is no change to the revenue recognition methodology previously utilised. Variable consideration Revenue in relation to variations, such as a change in the scope of the contract, are only included in the transaction price when it is approved by the parties to the contract, the variation is enforceable or in certain circumstances when approved by the Board of Directors, and the amount becomes highly probable. Construction work-in-progress - Contract assets, contract liabilities, and provisions for onerous contracts Earnings on construction contracts (including sub-contracts) are determined using the percentage-of-completion method and represent the value of work carried out during the year, including amounts not invoiced. Costs are recognised as incurred and revenue is recognised on the basis of the proportion of total costs at the reporting date to the estimated total costs of the contract. Estimates of the final outcome of each contract may include cost contingencies to take account of specific risks within each contract that have been identified. The cost contingencies are reviewed on a regular basis throughout the contract life and are adjusted where appropriate. However, the nature of the risks on contracts are such that they often cannot be resolved until the end of the project. Margin on the contract is not recognised until the outcome of the contract can be reliably estimated. The Group uses its professional judgement to assess both the physical completion and the forecast financial result of the contract. When a contract is identified as loss- making, a provision is made for estimated future losses on the entire contract. Construction work in progress is stated at cost plus profit recognised to date, less progress billings. Cost includes all expenditure directly related to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating capacity. Estimates and judgements are made relating to a number of factors when assessing construction contracts. These primarily include the programme of work throughout the contract period, assessment of future costs after considering changes in the scope of work, maintenance and defect liabilities, expected inflation (for unlet sub-trades) and performance bonuses or penalties. The significant judgements inherent in accounting for the Group’s most material construction projects are: – The extent to which a project progresses in line with the complex project programme and timetable previously formed and the resulting impact of any programme delays or gains on project costs, especially project overheads (preliminary and general costs) and any liquidated or other damages; – Sub-contractor cost, in particular cost that is yet to be agreed in scope or price (including inflationary pressures) or that relating to programme prolongation; – The outcome of ongoing commercial negotiations, including elements of variable consideration and changes in project scope; and – Future weather and ground conditions. 61 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Status of construction projects (> $200 million original contract value) as at 30 June 2019: Commercial Bay - Fixed price contract NZICC - Guaranteed maximum price and fixed price contract Business Unit B+I B+I Puhoi to Warkworth - Fixed price contract (Public Private Partnership) Major Projects Hamilton City Edge Expressway - Alliance contract Peka Peka to Otaki Expressway - Fixed price contract Major Projects/Higgins Major Projects/Higgins Percentage of completion (% cost) Forecast completion 76% 70% 58% 62% 47% 2020 2020 2021 2021 2021 Revenue Backlog by Business Unit as at 30 June 2019: Building + Interiors Major Projects Brian Perry Civil Higgins South Pacific Current Revenue Backlog NZ$M Top 5 projects as a % of Revenue Backlog 256 445 172 494 78 1,445 97% 100% 50% 44% 64% N/A Revenue backlog refers to the level of construction work the Group is contracted to but is not yet complete at year end. This represents the performance obligations that are yet to be completed for the construction contracts active at the end of the year. The long term nature of the contracts held by the Major Projects and Higgins businesses will see these performance obligations be completed over a period generally between one to five years, although some may extend longer. The Building + Interiors, Brian Perry Civil, and South Pacific businesses have contracts that are either short term in nature or are nearing completion with those performance obligations likely to be settled within the next 12 months. 62 Fletcher Building Limited Annual Report 2019Financial Review This section explains the results and performance of the Group, including the segmental analysis, details of significant items, and earnings per share. 3. SEGMENTAL INFORMATION Segmental information is presented in respect of the Group’s industry and geographical segments. The use of industry segments as the primary format is based on the Group’s management and internal reporting structure, which recognises groups of assets and operations with similar risks and returns. Inter-segment pricing is determined on an arm’s length basis. Industry segments Building Products Distribution Steel Concrete Residential and Development Construction Australia Other Continuing operations Discontinued operations Group Less: intercompany revenue Group external revenue Building Products Distribution Steel Concrete Residential and Development Construction Australia Corporate Continuing operations Discontinued operations Group total 2019 NZ$M Gross revenue 2018 NZ$M Gross revenue 2019 NZ$M External revenue 2018 NZ$M External revenue 759 1,596 555 802 639 1,702 3,024 11 9,088 1,019 10,107 (800) 9,307 764 1,530 532 812 575 1,685 3,076 8 8,982 1,285 10,267 (796) 9,471 587 1,552 426 549 639 1,622 2,933 8,308 999 9,307 613 1,490 411 545 575 1,605 2,972 8,211 1,260 9,471 9,307 9,471 EBIT before significant items EBIT before significant items Funds* Funds* 127 104 33 84 137 47 57 (40) 549 82 631 132 104 49 90 136 (608) 114 (45) (28) 78 50 503 300 220 656 651 48 1,735 60 4,173 4,173 494 264 184 628 604 (238) 1,804 (869) 2,871 1,271 4,142 * Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as borrowings and taxation are allocated to Corporate as these are managed at a Group level. Funds are managed at a divisional level, and as such, B+I funds are included in the Construction divisional balance. 63 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Industry segments (Continued) Building Products Distribution Steel Concrete Residential and Development Construction Australia Corporate Continuing operations Discontinued operations Group Geographic segments New Zealand Australia Other jurisdictions Continuing operations North America Asia Europe Other jurisdictions Discontinued operations Group Significant items (Note 2a) Earnings before interest and taxation (EBIT) New Zealand Australia Other Debt and taxation Continuing operations North America Asia Europe Discontinued operations Group 2019 NZ$M Depreciation, depletion and amortisation expense 2018 NZ$M Depreciation, depletion and amortisation expense 2019 NZ$M Capital expenditure 2018 NZ$M Capital expenditure 12 10 5 50 21 62 14 174 25 199 13 9 5 45 20 62 16 170 44 214 37 23 18 65 7 31 91 13 285 63 348 19 20 14 62 1 33 79 13 241 63 304 External revenue External revenue EBIT before significant items EBIT before significant items 5,220 2,944 144 8,308 404 297 253 45 999 9,307 5,063 3,018 130 8,211 465 314 316 165 1,260 9,471 467 54 28 549 45 48 (10) (1) 82 631 (234) 397 (180) 123 28 (29) 43 38 (6) 4 79 50 (168) (118) Non-current assets+ Non-current assets+ Funds* Funds* 1,895 1,359 45 3,299 3,299 1,706 1,420 48 3,174 319 458 315 1,092 4,266 2,405 1,752 85 (69) 4,173 4,173 2,006 1,810 199 (985) 3,030 350 492 270 1,112 4,142 + Excludes deferred tax assets, retirement plan surplus and financial instruments. * Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as borrowings and taxation are allocated to Corporate as these are managed at a Group level. Funds are managed at a divisional level, and as such, B+I funds are included in the Construction divisional balance. 64 Fletcher Building Limited Annual Report 2019 Description of industry segments Building Products Distribution Steel Concrete Residential and Development Construction Australia Discontinued operations The Building Products division is a manufacturer, distributor, and marketer of building products used both commercially and in residential markets in New Zealand. The Distribution division consists of building, plumbing, and pipeline distribution businesses in New Zealand. The Steel division consists of steel manufacture and distribution businesses in New Zealand. The Concrete division includes the Group's interests in the concrete value chain, including extraction of aggregates, and the production of cement and concrete. The division operates in New Zealand. The Residential and Development division operates in New Zealand and is both a residential home builder and develops and sells mainly commercial sites within the Group's property portfolio which are surplus to operating requirements. The Construction division is a builder and maintainer of commercial buildings and infrastructure across New Zealand and the South Pacific. The Australia division manufactures and distributes building materials for a broad range of industries across Australia. Discontinued operations comprises the Formica and Roof Tile Group businesses both of which were divested during the current year and the Group's 50% interest in Sims Pacific Metals and 20% interest in Dongwha New Zealand Limited both of which were divested during the prior year. 4. NET EARNINGS PER SHARE Earnings per share is the portion of a company's profit allocated to each outstanding ordinary share and is calculated by dividing the earnings attributable to shareholders by the weighted average of ordinary shares on issue during the year excluding treasury stock. Capital notes and options are convertible into the company's shares and may therefore result in dilutive securities for purposes of determining the diluted net earnings per share. Fletcher Building may, at its option, purchase or redeem the capital notes for cash at the principal amount plus any accrued but unpaid interest. Net earnings per share (cents) Basic Diluted Net earnings per share (cents) from continuing operations Basic Diluted Numerator Net earnings/(loss) Numerator for basic earnings per share Dilutive capital notes distribution Numerator for diluted net earnings per share Numerator (continuing operations) Net earnings/(loss) from continuing operations Numerator for basic earnings per share from continuing operations Dilutive capital notes distribution Numerator for diluted net earnings per share from continuing operations Denominator (millions of shares) Weighted average number of shares outstanding (refer to note 19) Conversion of dilutive capital notes Denominator for diluted net earnings per share 2019 19.2 19.0 28.8 27.7 NZ$M 164 164 17 181 246 246 17 263 853 98 951 2018 (25.5) (25.5) (32.1) (32.1) NZ$M (190) (190) (190) (239) (239) (239) 745 745 65 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) 5. INCOME STATEMENT DISCLOSURES The following items are specific disclosures required to be made and are included within the income statement: Net periodic pension cost Employee related short-term costs (1) Other long-term employee related benefits Research and development expenditure Amortisation of intangibles Bad debts written off Donations and sponsorships Maintenance and repairs Operating lease expense (1) Short term employee benefits for the executive committee included in the above is disclosed in note 21. Auditor's remuneration Audit and review of the financial statements (1) Audit services associated with Formica sale process Assurance services associated with capital raise Total audit and assurance services Tax services Other non-assurance services Total non-assurance services Total auditor remuneration (1) The audit includes fees for both the annual audit of the financial statements and the review of the interim financial statements. 2019 NZ$M 2018 NZ$M 1 1,604 57 5 19 6 2 171 257 5 1,791 71 2 26 8 2 160 187 NZ$000's NZ$000's 3,132 770 3,902 369 23 392 4,294 4,883 175 5,058 600 51 651 5,709 66 Fletcher Building Limited Annual Report 2019Working Capital Management This section provides details of the key elements of working capital which includes cash, receivables, inventories and short term liabilities. 6. CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash and demand deposits with banks or other financial institutions and highly liquid investments that are readily convertible to cash. Cash and cash equivalents include the Group's share of amounts held by joint operations of $28 million (2018: $31 million). At 30 June 2019, approximately $30 million (2018: $70 million) of total cash and deposits were held in subsidiaries that operate in countries where exchange controls and other legal restrictions apply and are not immediately available for general use by the Group. Cash and bank balances Contract retention bank balances Short-term deposits Reconciliation of net earnings to net cash from operating activities Net earnings Earnings attributable to minority interest Add/(Less) non-cash items: Depreciation, depletions and amortisation Other non-cash items Taxation Gain on disposal of businesses and property, plant and equipment Net working capital movements Residential and Development Construction Other divisions: Debtors Inventories Creditors Net cash from operating activities 2019 NZ$M 189 23 1,160 1,372 2019 NZ$M 164 13 177 199 108 74 (1) 380 (26) (276) 26 (69) (59) (404) 153 2018 NZ$M 227 13 425 665 2018 NZ$M (190) 11 (179) 214 148 (181) (36) 145 (28) 407 (12) (58) 121 430 396 67 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) 7. DEBTORS Debtors are recognised initially at their fair value which is represented by their face value and subsequently valued at its estimated net realisable value to adjust for expected credit losses. Estimates are used in determining the level of receivables that may not be collected, refer to note 16c. Trade debtors normally have 30 to 90 day terms. Trade debtors Contract debtors Contract retentions Less provision for doubtful debts Trade and contract debtors Other receivables Current 0 - 30 days over standard terms 31 - 60 days over standard terms 61+ days over standard terms Provision Trade and contract debtors 2019 NZ$M 834 209 42 (15) 1,070 228 1,298 919 121 14 31 (15) 1,070 2018 NZ$M 1,158 208 31 (21) 1,376 253 1,629 1,166 155 23 53 (21) 1,376 8. INVENTORIES, INCLUDING LAND AND DEVELOPMENTS Inventories are valued at the lower of cost or net realisable value, determined principally on the first-in, first-out basis. Cost includes direct manufacturing costs and manufacturing overheads at normal operating levels. Raw materials Work in progress Finished goods Consumable stores and spare parts Inventories held at cost Inventories held at net realisable value Current portion Non-current portion 2019 NZ$M 472 216 877 39 1,604 1,325 279 1,604 1,340 264 1,604 2018 NZ$M 562 247 884 55 1,748 1,609 139 1,748 1,559 189 1,748 The non-current portion of inventories relates to land and developments that is expected to be held for greater than 12 months (current portion of $408 million, 2018: $374 million). The Group also has conditional commitments for the purchase of land to be used for residential construction totalling $257 million (June 2018: $275 million), of which $71 million is expected to be delivered in the year to 30 June 2020. 68 Fletcher Building Limited Annual Report 2019 9. CREDITORS, ACCRUALS AND OTHER LIABILITIES Trade creditors and other liabilities are stated at cost or estimated liability where accrued. Employee entitlements include annual leave which is recognised on an accrual basis and the liability for long service leave which is measured as the present value of expected future payments to be made in respect of services provided by employees. Assumptions in determining long service leave relate to the discount rate, estimates relating to the expected future long service leave entitlements, future salary increases, attrition rates and mortality. Trade creditors Contract retentions Accrued interest Other liabilities Employee entitlements Workers' compensation schemes Current portion Non-current portion Carrying amount at the end of the year 2019 NZ$M 761 37 29 319 184 8 1,338 1,254 84 1,338 2018 NZ$M 1,073 43 34 214 212 9 1,585 1,547 38 1,585 The non-current portion of creditors and accruals relates to long service employee entitlement obligations and unconditional deferred land payments. 10. PROVISIONS A provision is recognised when the Group has a current obligation and it is probable that an economic benefit will be required to settle it. The following are the significant categories of provisions held by the Group: Restructuring Restructuring provisions are recognised when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan. Costs relating to ongoing activities are not provided for. Warranty & Environmental Warranty provisions represent an estimate of potential liability for future rectification work in respect of products sold and services provided. Environmental provisions represent an estimate for future liabilities relating to environmental obligations. Onerous contracts The provision for onerous contracts has arisen as a result of the adoption of NZ IFRS 15 Revenue from Contracts with Customers during the period. NZ IFRS 15 requires loss making contracts (previously recognised as part of construction contracts on the face of the Balance Sheet) be recognised as a provision for onerous contracts. Refer to note 28 for disclosure of the reclassification. Other Other provisions relate to miscellaneous matters, across the Group, none of which are individually material. 69 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) 2019 Carrying amount at the beginning of the year Currency translation Charged to earnings Settled or utilised Released to earnings Disposal of business 2018 Carrying amount at the beginning of the year Currency translation Charged to earnings Settled or utilised Released to earnings Current portion Non-current portion Carrying amount at the end of the year Restructuring NZ$M Warranty & environmental NZ$M Onerous contracts NZ$M Other NZ$M Total NZ$M 30 (1) 22 (12) (5) (2) 32 8 28 (6) 30 39 (1) 12 (10) (4) (2) 34 34 1 21 (16) (1) 39 497 (233) 264 154 566 (223) 497 45 15 (21) (2) (3) 34 53 1 27 (33) (3) 45 2019 NZ$M 346 18 364 611 (2) 49 (276) (11) (7) 364 249 2 642 (278) (4) 611 2018 NZ$M 449 162 611 During the year the Group utilised $12 million (30 June 2018: $6 million) in respect of restructuring obligations at certain businesses. The remaining balance is expected to be utilised in the next year. Warranty and environmental provisions are expected to be utilised over the next three years. 11. CONTRACT ASSETS AND LIABILITIES The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers during the period, which requires additional disclosures of material contract assets and liabilities. The Group has previously disclosed this information as 'Construction Contracts', and has restated the prior year balances for completeness (refer to note 28). There are no other material contract assets or liabilities than those disclosed below. Construction contracts with cost and margin in advance of billings Contract assets Construction contracts with billings in advance of cost and margin Contract liabilities 2019 NZ$M 40 40 119 119 2018 NZ$M 13 13 142 142 70 Fletcher Building Limited Annual Report 2019 Long-term Investments This section details the long-term assets of the Group including Property, Plant and Equipment and Intangible Assets. 12. PROPERTY, PLANT AND EQUIPMENT Land, buildings, plant and machinery, finance leased assets and fixtures and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. The cost of purchasing land, buildings, plant and machinery, fixtures and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs which have been incurred in bringing the assets to the location and the condition necessary for their intended service, including subsequent expenditure. Assets are reviewed annually for impairment indicators. Resource extraction assets are held at historic cost and depleted over the shorter of the life of the site or right to use period. Site development costs incurred in order to commence extraction are capitalised as resource extraction assets. Finance leases Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases and are measured at the lower of their fair value or the present value of the minimum lease payments at the inception of the lease. Finance leases are capitalised to reflect the borrowings incurred and the cost of the asset acquired. Such obligations are classified within borrowings. The finance cost portion of lease payments is expensed to the income statement over the lease period. The leased asset is depreciated on a straight line basis over the estimated useful life of the asset with regard to residual values. Depreciation of property, plant and equipment and amortisation of definite life intangible assets are calculated on the straight line method. Refer to note 13 for details of intangible assets. Expected useful lives, which are regularly reviewed, typically range between: Buildings 30–50 years Plant and machinery 5–15 years Fixtures and equipment 2–10 years 3–30 years Leased assets capitalised Intangible assets, including software (note 13) 5–15 years 2019 Carrying value at 1 July 2018 Additions Acquisitions Disposals Depreciation expense Transfer of assets to inventory Disposal of business Currency translation Carrying value at 30 June 2019 Represented by: Cost Accumulated depreciation and impairment Land NZ$M Buildings NZ$M Plant & Machinery NZ$M Fixtures & Equipment NZ$M Resource Extraction NZ$M 255 8 (6) (19) (51) (6) 181 182 (1) 181 320 11 (19) (12) (3) (88) (5) 204 1,368 238 4 (125) (397) (14) 1,074 330 2,280 (126) (1,206) 204 1,074 171 33 (30) (9) (3) 162 422 (260) 162 Leased Assets NZ$M 40 77 15 14 (11) (2) 95 132 (37) 95 38 43 (5) 38 Total NZ$M 2,231 305 18 (25) (180) (22) (545) (28) 1,754 3,389 (1,635) 1,754 71 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) 2018 Carrying value at 1 July 2017 Additions Disposals Depreciation expense Impairment expense Transfer of assets to inventory Currency translation Carrying value at 30 June 2018 Represented by: Cost Accumulated depreciation and impairment Land NZ$M Buildings NZ$M Plant & Machinery NZ$M Fixtures & Equipment NZ$M Resource Extraction NZ$M Leased Assets NZ$M 274 1 (8) (1) (21) 10 255 256 (1) 255 321 21 (5) (16) (8) (7) 14 320 1,312 183 (16) (130) (19) 38 1,368 504 2,807 (184) (1,439) 320 1,368 173 40 (13) (30) (1) 2 171 442 (271) 171 84 15 (10) (12) 77 107 (30) 77 42 (2) 40 43 (3) 40 Total NZ$M 2,206 260 (42) (188) (41) (28) 64 2,231 4,159 (1,928) 2,231 As at 30 June 2019 property, plant and equipment includes $39 million of assets under construction that are not depreciated until they are commissioned and brought into use (June 2018: $167 million). 13. INTANGIBLE ASSETS Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangibles are carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, either individually or at the cash- generating unit level. Intangible assets with a definite life are amortised on a straight-line basis. Goodwill is stated at cost, less any impairment losses. Goodwill is allocated to cash-generating units (CGUs) and is not amortised but is tested annually for impairment, and when an indication of impairment exists. Brands for which all relevant factors indicate that there is no limit to the foreseeable net cash flows are considered to have an indefinite useful life and are held at cost and are not amortised but are subject to an annual impairment test. For the purposes of considering whether there has been an impairment, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. When the book value of a group of assets exceeds the recoverable amount, an impairment loss arises and is recognised in earnings immediately. Refer to note 2c for impairment considerations. Assessing the carrying value of goodwill and indefinite life brands requires management to estimate future cash flows to be generated by the related cash-generating unit. The key assumptions used in the value in use models include the expected rate of growth of revenues and earnings, the terminal growth rate and the appropriate discount rate to apply. 2019 Carrying value at the beginning of the year Acquired during the year Impairments in the income statement Amortisation expense Disposal of business Currency translation Represented by: Cost Accumulated impairment/amortisation Accumulated currency translation Carrying value at the end of the year 72 Goodwill NZ$M 1,085 7 Brands NZ$M 451 (369) (12) 711 1,165 (451) (3) 711 (165) (8) 278 357 (79) 278 Other Intangibles NZ$M 160 43 (3) (19) (37) (4) 140 297 (153) (4) 140 Total NZ$M 1,696 50 (3) (19) (571) (24) 1,129 1,819 (683) (7) 1,129 Fletcher Building Limited Annual Report 20192018 Carrying value at the beginning of the year Acquired during the year Disposed of during the year Impairments in the income statement (Note 2) Amortisation expense Currency translation Represented by: Cost Accumulated impairment/amortisation Accumulated currency translation Carrying value at the end of the year Goodwill NZ$M 1,069 1 (26) 41 1,085 1,527 (451) 9 1,085 Brands NZ$M 461 (30) 20 451 530 (79) 451 Other Intangibles NZ$M 156 44 (20) (26) 6 160 308 (146) (2) 160 Total NZ$M 1,686 45 (20) (56) (26) 67 1,696 2,365 (676) 7 1,696 As at 30 June 2019 other intangible assets includes $39 million of assets being developed (June 2018: $23 million). Significant intangible balances within cash generating units (CGUs) Laminex Australia Higgins New Zealand Iplex New Zealand Stramit Tradelink Other Formica businesses (divested in 2019) 2019 2018 Goodwill NZ$M Brands NZ$M Goodwill NZ$M Brands NZ$M 154 114 105 66 60 212 711 119 19 7 41 50 42 278 160 114 105 68 62 215 361 1,085 124 19 7 43 52 61 145 451 The goodwill allocated to significant CGUs accounts for 70% (2018: 80%) of the total carrying value of goodwill. The remaining 'other' CGUs, which comprise 14 (2018: 22) in total, are each less than 7% of total carrying value. The significant brand assets account for 85% (2018: 86%) of the total carrying value of brands. The remaining 'other' brand assets are each less than 5% of total carrying value (2018: 9%). 73 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) Funding and Financial Risk Management This section includes details on the Group's funding and outlines the market, credit and liquidity risks that the Group is exposed to and how these risks are managed, including the use of derivative financial instruments. Capital risk management The Group's objectives when managing capital are to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure that safeguards the Group's ability to continue as a going concern. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce net debt. The Group monitors its capital requirements using various measures that consider debt facility covenants. A key measure is; a through-the-cycle net debt to EBITDA ratio (leverage). Net debt represents the value of the Group's drawn borrowings adjusted for debt hedging activities and available cash funding. The target leverage ratio range is 1.5 to 2.5 times. It is intended that the Group will not be materially outside the target gearing and leverage ratio ranges on a long-term basis. The Group was in compliance with all debt facility financial covenants. The Group has not sought and does not hold a credit rating from an accredited rating agency. 14. BORROWINGS The Group borrows in the form of private placements, bank loans, capital notes and other financial instruments. Funding costs associated with the Group borrowings is shown in note 15. Borrowings are initially recognised at fair value net of attributable transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. Any borrowings that have been designated as hedged items (USD and any other foreign currency borrowings) are carried at amortised cost plus a fair value adjustment under hedge accounting requirements. Borrowings denominated in foreign currencies are retranslated to the functional currency at each reporting date. Economic debt represents the face value of drawn borrowings adjusted for foreign currency movements hedged with derivative instruments. The Group uses cross currency interest rate swaps, interest rate swaps and foreign forward exchange contracts to manage its exposure to interest rates and borrowings sourced in currencies different from that of the borrowing entity's reporting currency. Details of debt hedging activities and instruments used are included in note 16. Reconciliation of liabilities arising from financing activities The table below details changes in the Group’s net debt arising from financing activities, including both cash and non-cash changes. Cash Flows Currency translation Other non-cash movements (including hedge accounting) (334) 165 (81) (30) (280) 12 (268) (712) (980) 6 (4) 3 5 (25) (20) 5 (15) 2019 NZ$M 886 258 485 68 1,697 33 1 34 (33) (107) 1 1 1,590 (1,372) 218 Private placements Bank loans Capital notes Other loans Carrying value of borrowings (as per balance sheet) Less: value of derivatives used to manage changes in hedged risks on debt instruments Economic debt Less: Cash and cash equivalents Net debt 2018 NZ$M 1,181 97 566 94 1,938 (61) 1,877 (665) 1,212 74 Fletcher Building Limited Annual Report 2019Cash Flows Currency translation Other non-cash movements (including hedge accounting) 97 (31) Private placements Bank loans Capital notes Other loans Carrying value of borrowings (as per balance sheet) Less: value of derivatives used to manage changes in hedged risks on debt instruments Economic debt Less: Cash and cash equivalents Net debt 2017 NZ$M 1,262 389 400 121 2,172 (42) 2,130 (219) 1,911 (147) (292) 166 (44) (317) 2 (315) (440) (755) 17 114 (49) 65 (6) 59 Carrying value of borrowings included within the balance sheet as follows: Current borrowings Non-current borrowings Total borrowings Less: Cash and cash equivalents Net debt (as per balance sheet) At reporting date, the Group had the following funding facilities: Utilised facilities Unutilised syndicate bank loan facilities Total facilities Private placements 2018 NZ$M 1,181 97 566 94 (31) 1,938 28 (3) (3) 2019 NZ$M 602 1,095 1,697 (1,372) 325 1,590 667 2,257 (61) 1,877 (665) 1,212 2018 NZ$M 185 1,753 1,938 (665) 1,273 1,877 828 2,705 Private placements comprise loans of AUD99 million, USD451 million, CAD15 million, EUR41 million and GBP10 million with maturities between 2022 and 2028. During the year the Group pre-paid JPY10,000 million and USD131.5 million of private placements with original maturities in 2027 and September 2019 respectively. As a consequence of the Formica divestment, the Group was required to make a mandatory disposition pre-payment offer on a rateable portion (33%) on all senior debt including to private placement noteholders. As a result, $292 million of private placements are classified as current at 30 June 2019. Subsequent to year-end only $8 million of private placement noteholders accepted the offer and were pre-paid in July 2019. Capital notes At 30 June 2019 the Group had issued $385 million capital notes to retail investors (June 2018: $416 million) and $100 million capital notes to institutional investors (June 2018: $150 million). The capital notes do not carry voting rights and do not participate in any change in value of the issued shares of Fletcher Building Limited. Listed capital notes Listed capital notes are long-term fixed rate unsecured subordinated debt instruments that are traded on the NZDX. On election date, holders may choose either to keep their capital notes on new terms or convert the principal amount and any interest into shares of Fletcher Building Limited, at approximately 98 per cent of the current market price. If the principal amount of these notes held at 30 June 2019 were to be converted to shares, 81 million (June 2018: 60 million) Fletcher Building Limited shares would be issued at the share price as at 30 June 2019, of $4.85 (June 2018: $6.95). Instead of issuing shares to holders who choose to convert, Fletcher Building may, at its option, purchase or redeem the capital notes for cash at the principal amount plus any accrued interest. As at 30 June 2019, the Group held $115 million (30 June 2018: $84 million) of its own capital notes. 75 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) Unlisted Capital Notes Unlisted capital notes are not listed on the NZDX. Fletcher Building can redeem the unlisted capital notes for cash at par within the next 12 months depending on the tranche and otherwise in certain defined circumstances. If the notes are not repaid in this time, the holder has the right to request conversion of the capital notes into ordinary shares of Fletcher Building Limited at 95% of volume weighted average share price calculated over a period before the time of conversion. If the unlisted capital notes are not redeemed or converted within the next 12 months, these rights of redemption and conversion arise on each subsequent quarterly interest payment date. If the principal amount of the unlisted capital notes held at 30 June 2019 were to be converted to shares, 22 million Fletcher Building Limited shares would be issued. (June 2018: 23 million). Bank Loans At 30 June 2019, the Group had a $925 million syndicated revolving credit facility on an unsecured, negative pledge and borrowing covenant basis that comprises $200 million maturing in November 2019, $350 million maturing in November 2020 and $375 million maturing in November 2022. The funds under this facility can be borrowed in United States, Australian and New Zealand dollars. As a consequence of the Formica divestment, the Group was required to make a mandatory disposition pre-payment offer on a rateable portion (33%) on all senior debt including to Syndicate banks at par. As a result, $85 million of bank loans are classified as current at 30 June 2019. On the 22 July 2019, the Group refinanced its $925 million syndicated revolving credit facility which resulted in two tranches, $525 million maturing in July 2022 (Tranche 1), $400 million maturing in July 2024 (Tranche 2). The refinanced syndicated revolving facility is with ANZ Bank New Zealand Limited, MUFG Bank Limited, Bank of New Zealand, Citibank N.A., The Hongkong and Shanghai Banking Corporation Limited, Bank of China (New Zealand) Limited, China Construction Bank (New Zealand) Limited and Westpac New Zealand Limited. Other Loans At 30 June 2019, the Group had $44 million (June 2018: $44 million) of loans that are secured against specific subsidiaries' own balance sheets or against specific assets and had unsecured loans at 30 June 2019 of $24 million (June 2018: $50 million) some of which were subject to the negative pledge. Other loans include bank overdrafts, short-term loans, working capital facilities, financial leases and amortising loans. Negative pledge The Group borrows certain funds based on a negative pledge arrangement. The negative pledge includes a cross guarantee between a number of wholly owned subsidiaries and ensures that external senior indebtedness ranks equally in all respects and includes the covenant that security can be given only in very limited circumstances. At 30 June 2019 the Group had debt subject to the negative pledge of $1,062 million (June 2018: $1,253 million). The impact of debt hedging activities on borrowings is represented in the table below: Currency of Borrowings Fixed rate Floating rate Impact of hedging Fixed rate Floating rate % Fixed Underlying borrowing exposure Economic debt exposure 2019 NZ$M 385 104 20 18 70 717 1,314 269 100 14 383 237 437 (20) (18) (70) (673) (107) 535 310 44 889 356 331 14 701 60% 48% 0% 0% 0% 100% 0% 56% New Zealand Dollar Australian Dollar British Pound Canadian Dollar Euro United States Dollar Other Total 76 Fletcher Building Limited Annual Report 2019 Currency of Borrowings Fixed rate Floating rate Impact of hedging Fixed rate Floating rate % Fixed Underlying borrowing exposure Economic debt exposure 2018 NZ$M New Zealand Dollar Australian Dollar British Pound Canadian Dollar Euro Japanese Yen United States Dollar Other Total Liquidity risk 416 108 20 16 72 134 875 4 1,645 159 103 14 1 16 293 224 457 8 5 16 (134) (637) (61) 566 249 20 16 72 120 4 1,047 233 419 22 5 17 118 16 830 71% 37% 48% 76% 81% 0% 50% 0% 56% Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial commitments as they fall due. The Group manages its liquidity risk by maintaining a target level of undrawn committed credit facilities and a spread of the maturity dates of the Group's debt facilities that it reviews on an ongoing basis. The following maturity analysis table sets out the remaining contractual undiscounted cash flows, including estimated interest payments for non-derivative financial liabilities and derivative financial instruments. Creditors and accruals are excluded from this analysis as they are not part of the Group's assessment of liquidity risk because these are offset by debtors with similar payment terms. Bank loans Capital notes Private placements Other loans Borrowings - Principal cash flows Gross settled derivatives - to pay Gross settled derivatives - to receive Debt derivatives financial instruments - Principal cash flows Total principal cash flows 2019 Contractual cash flows NZ$M Up to 1 Year NZ$M 1–2 Years NZ$M 2–5 Years NZ$M Over 5 Years NZ$M 258 485 884 68 1,695 907 (1,012) (105) 1,590 85 200 292 25 602 337 (338) (1) 601 173 100 1 274 274 185 269 1 455 208 323 41 364 362 (299) (375) (91) 364 (13) 351 Contractual interest cash flows 323 72 59 111 81 Total contractual cash flows 1,913 673 333 475 432 Bank loans of $85 million and private placements of $292 million are classified as current as the Group was required to make a mandatory disposition pre-payment offer on a rateable portion (33%) on all senior debt as a consequence of the Formica divestment. Subsequent to year- end only $8 million of private placement noteholders accepted the offer and were pre-paid in July 2019, and therefore the remaining balance will revert to non-current in the interim financial statements for the period ending 31 December 2019. 77 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) 2018 Contractual cash flows NZ$M Up to 1 Year NZ$M 1–2 Years NZ$M 2–5 Years NZ$M Over 5 Years NZ$M Bank loans Capital notes Private placements Other loans Borrowings - Principal cash flows Gross settled derivatives - to pay Gross settled derivatives - to receive Debt derivatives financial instruments - Principal cash flows Total principal cash flows Contractual interest cash flows 97 566 1,212 94 1,969 710 (802) (92) 1,877 558 150 35 185 136 (136) - 185 113 200 195 15 410 410 97 216 193 2 508 62 (85) (23) 485 824 42 866 648 (717) (69) 797 91 191 163 Total contractual cash flows 2,435 298 501 676 960 15. FUNDING COSTS/(INCOME) Interest expense and income is recognised on an accrual basis in profit or loss using the effective interest method. Fundings costs also include the changes in fair value relating to derivatives used to manage interest rate risk, and the associated changes in fair value of the borrowings designated in a hedge relationship attributable to the hedged risk. Interest income Interest on borrowings and derivatives Net Interest expense Changes in fair value relating to: Borrowings designated in a hedging relationship Derivatives designated in a hedging relationship Total changes in fair value Bank fees, registry and other expenses Other (gains)/losses Funding costs from continuing operations Discontinued operations Funding costs 2019 NZ$M 2018 NZ$M (4) 110 106 33 (33) 14 (4) 116 2 118 (3) 126 123 (31) 31 32 155 2 157 Included in interest on borrowings is the net settlement of the Group's interest derivatives. This consists of $44 million of interest income and $43 million of interest expense (2018: $48 million interest income; $47 million interest expense) and cash flow hedge effectiveness reclassified to profit or loss. The comparative bank fees, registry and other expenses amount includes one-off costs in relation to the breach of bank covenants that occurred in the prior year. Other (gains)/losses include costs associated with pre-payment of borrowings and the settlement of related derivatives. Interest rate risk At 30 June 2019, 56% of the Group's debt was subject to a fixed interest rate (June 2018: 56% fixed). (i) Interest rate repricing The following tables set out the interest rate repricing profile of interest bearing financial liabilities assuming floating rate facilities are utilised to maintain debt levels. 78 Fletcher Building Limited Annual Report 2019 Fixed financial liabilties Floating financial liabilities Economic debt % Fixed 2019 NZ$M 889 701 1,590 56% 2020 NZ$M 689 901 1,590 43% 2021 NZ$M 589 1,001 1,590 37% 2022 NZ$M 275 1,315 1,590 17% 2023 NZ$M 259 1,331 1,590 16% 2024 NZ$M 44 1,546 1,590 3% The Group's overall weighted average interest rate (based on year end borrowings) excluding fees is 5.03% (June 2018: 6.23%). (ii) Interest rate risk It is estimated a 100 basis point increase in interest rates would result in an increase in the Group's interest costs by approximately $7.0 million pre-tax on the Group's debt portfolio exposed to floating rates at balance date (June 2018: $8.3 million) assuming that all other variables remain constant. 16. FINANCIAL RISK MANAGEMENT Exposures to credit, liquidity, currency, interest rate and commodity price risks arise in the normal course of the Group’s business. The principles under which these risks are managed are set out in policy documents approved by the Board. The policy documents identify the risks and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The policies are reviewed periodically to reflect changes in financial markets and the Group’s businesses. Risk management is carried out in conjunction with the Group's central treasury function, which ensures compliance with the risk management policies and procedures. Derivative financial instruments, including foreign forward exchange contracts, interest rate swaps, foreign currency swaps, cross currency interest rate swaps, options, forward rate agreements and commodity price swaps are utilised to reduce exposure to market risks. All the Group’s derivative financial instruments are held to hedge risk on underlying assets, liabilities and forecast and committed trading and funding transactions. The Group policy specifically prohibits the use of derivative financial instruments for trading or speculative purposes. The table below summarises the key financial market risks to the Group and how these risk are managed: Financial risk Description Management of risk Foreign currency trade transaction risk (Note 16(a)(i)) Arises on the conversion of a business unit’s foreign currency revenue and expenditure to its functional currency, such that a material loss or a gain may be incurred. This covers imports, exports, capital expenditure, and foreign currency bank accounts balances that are not in a business unit’s functional currency. It is Group policy that no currency exchange risk may be entered into or allowed to remain outstanding should it arise on committed transactions.The Group uses foreign currency forward contracts and foreign currency options to manage the risk on firm commitments and recognised material trade related exposures. Majority of these transactions have maturities of less than one year from the reporting date. Foreign currency balance sheet translation risk (Note 16(a)(ii)) Arises due to the translation of the Group’s foreign denominated assets and liabilities, overseas operations and subsidiaries to the company’s functional currency of NZD, such that the Group’s reporting of financial ratios would be materially affected. Interest rate risk (Note 14 & Note 16(b)) The risk that the value of borrowings or cash flows associated with the borrowings will change due to changes in market rates. It is the Group's policy to hedge this foreign currency translation risk by borrowing in the currency of the asset in proportion to the Group's long-term debt to debt plus equity ratio as approved by the Board. Where the underlying debt in any currency does not equate to the required proportion of total debt, debt derivatives, such as foreign exchange forwards, swaps and cross currency interest rate swaps are entered into.These are designated as net investment hedges where the borrowings or contracts are in a different currency to that of the business in which they are recognised. To manage the net exposure to foreign currency borrowings, the Group enters into cross currency interest rate swaps (CCIRS). CCIRS are used to manage the combined foreign exchange risk and interest rate risk as they swap fixed rate foreign currency borrowings and interest payments into equivalent New Zealand dollar-denominated or Australian dollar-denominated amounts of principal with floating interest rates. The Group manages the fixed interest rate component of its borrowings by entering into CCIRS, interest rate swaps, forward rate agreements and options. It aims to maintain fixed interest rate borrowings between certain ranges over specefic time periods. 79 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Financial risk Description Management of risk Commodity price risk Arises from committed or highly probable trade and capital expenditure transactions that are linked to traded commodities. In the current year this was primarily movements in electricity prices. The Group manages its commodity price risks through negotiated supply contracts and, for certain commodities, by using commodity price swaps and options. The Group manages its commodity price risk depending on the underlying exposures, economic conditions and access to active derivatives markets. Cash flow hedge accounting is applied to commodity derivative contracts. In the current year this was primarily related to electricity prices.The average hedged electricity price for 2019 was NZ$/MWh 78 (June 2018: NZ$/MWh 75). A 10% increase in the New Zealand electricity spot price at balance date would not materially impact the Group's earnings or equity position. Disclosure about the credit risk associated with financial instruments and fair value measurement of financial instruments is included in note 16c and 16d. Derivative financial instruments and hedge accounting Derivatives are initially recorded at fair value and are then revalued to fair value at balance date with the resulting gain or loss on re- measurement recognised in the income statement unless the derivative is designated into an effective hedge relationship as a hedging instrument, in which case the timing of recognition in the income statement depends on the nature of the designated hedge relationship. For a derivative instrument to be classified and accounted for as a hedge, it must be highly correlated with, and effective as a hedge of the underlying risk being managed. This relationship is documented from inception of the hedge. The fair values of derivative financial instruments are determined by applying quoted market prices, where available, or by using inputs that are observable for the asset or liability. The Group may designate derivatives as: – Fair value hedges (where the derivative is used to manage the variability in the fair value of recognised assets and liabilities); – Cash flow hedges (where the derivative is used to manage the variability in cash flows relating to recognised liabilities or forecast transactions); or – Net investment hedges (where borrowings or derivatives are used to manage the risk of fluctuation in the translated value of its foreign operations). The Group holds derivative instruments until expiry except where the underlying rationale from a risk management point of view changes, such as when the underlying asset or liability that the instrument hedges no longer exists, in which case early termination occurs. Fair value hedges Where a derivative financial instrument is designated as a hedge of a recognised asset or liability, or of a firm commitment, any gain or loss on the derivative (hedging instrument) is recognised directly in the income statement, together with any changes in the fair value of the hedged risk (hedged item). Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of assets or liabilities, or of a highly probable forecasted transaction, the effective part of any gain or loss is recognised directly in the cash flow hedge reserve within equity and the ineffective part is recognised immediately in the income statement. The effective portion is reclassified to the income statement when the underlying cash flows affect the income statement. If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The cumulative gain or loss previously recognised in the cash flow hedge reserve remains there until the forecast transaction occurs, or is immediately recognised in the income statement if the transaction is no longer expected to occur. Net investment hedges Where the derivative financial instruments are designated as a hedge of a net investment in a foreign operation, the derivative financial instruments are accounted for on the same basis as cash flow hedges through the foreign currency translation reserve (FCTR) within equity. Cost of hedging The forward elements of foreign exchange forwards and swaps are excluded from designation as the hedging instrument and the foreign currency basis spreads of CCIRS are separately accounted for and recognised in other comprehensive income as cost of hedging. 80 Fletcher Building Limited Annual Report 2019 Derivatives that do not qualify for hedge accounting Where a derivative financial instrument does not qualify for hedge accounting, or where hedge accounting has not been elected, any gain or loss is recognised directly in the income statement. (a) Foreign currency risk (i) Currency transaction risk Cash flow hedge accounting is applied to forecast transactions and short term intra-group cash funding. The Group designates the spot element of foreign exchange forwards and swaps to hedge its currency risk and applies a hedge ratio of 1:1. The Group's policy is for the critical terms of the foreign exchange forwards and swaps to align with the hedged item. The main currencies hedged are the Australian dollar, the United States dollar, the Japanese yen, the Euro and the British pound. The gross value of these foreign exchange derivatives at 30 June 2019 was $448 million (June 2018: $379 million). (ii) Currency translation risk The effect of the Group’s hedge accounting policy in managing foreign exchange risk related to the Group’s net investments in foreign operations is presented in the table below: Hedged investments and hedging instruments used Australia Dollar-denominated Maturity of forward contracts: 0-4 months Hedged investments and hedging instruments used United States Dollar-denominated Maturity of borrowings: 15-120 months Australia Dollar-denominated Maturity of forward contracts: 0-4 months Euro-denominated Maturity of borrowings: 96 months Maturity of forward contracts: 0-1 months Great British Pound-denominated Maturity of borrowings: 121 months Maturity of forward contracts: 0-1 months Canadian Dollar-denominated Maturity of borrowings: 121 months Maturity of forward contracts: 0-1 months 2019 NZ$M Carrying amount Notional Amount Hedge effectiveness Amount of investment hedged Foreign currency borrowings Foreign currency forwards Net investment gain/(loss) recognised in other comprehensive Income Net investment gain/(loss) recognised in other comprehensive Income 230 230 (230) (230) (2) (2) 2 2 Carrying amount Notional Amount Hedge effectiveness 2018 NZ$M Amount of investment hedged NZ$M Foreign currency borrowings NZ$M Foreign currency forwards NZ$M 238 109 72 15 20 7 16 5 482 (238) (72) (20) (16) (346) Net investment gain/(loss) recognised in other comprehensive Income NZ$M Net investment gain/(loss) recognised in other comprehensive Income NZ$M 18 (18) (109) (15) (7) (5) (136) 6 2 1 27 (6) (2) (1) (27) 81 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) It is estimated a 10% weakening of the New Zealand dollar against the major foreign currencies the Group is exposed to on the net assets of its foreign operations would result in an increase to equity of approximately $135 million (June 2018: $219 million) and no material impact on earnings. The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS. The hedge ratio applied is 1:1. The hedge relationship may be designated into separate cash flow hedges and fair value hedges to manage the different components of foreign currency and interest rate risk: – fair value hedge relationship where CCIRS are used to manage the interest rate and foreign currency risk in relation to foreign currency denominated borrowings with fixed interest rates. – cash flow hedge relationship where CCIRS are used to manage the variability in cash flows arising from interest rate movements on floating interest rate payments and foreign exchange movements on payments of principal and interest. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, reference interest rates, tenors, repricing dates and maturities and the notional amounts. The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in the fair value of the hedged item using the hypothetical derivative method. In these hedging relationships, the main sources of ineffectiveness are: – changes in counterparty credit risk and cross currency basis spreads which are not reflected in the change in the fair value of the hedged item; and – differences in repricing dates between the cross currency interest rate swaps and the borrowings. The effect of the Group’s hedge accounting policies in managing both its foreign exchange risk and interest rate risk related to borrowings denominated in foreign currency is presented in the table below. 2019 NZ$M Nominal amount of the hedging instrument NZ$M Carrying amount NZ$M Accumulated cost of hedging NZ$M Change in value used for calculating hedge ineffectiveness NZ$M Hedging (gain) or loss recognised in other comprehensive income NZ$M Fair value hedge (income statement) (gain)/loss NZ$M Hedge type Cash flow hedging and fair value hedging Cross currency interest rate swaps USD denominated borrowings 374 6 (9) 35 1 39 Maturity: 97-121 months Weighted average interest rate: floating Weighted average NZD/USD exchange rate: 0.7055 USD denominated borrowings 299 102 (2) 26 15 673 108 (11) 61 1 54 Maturity: 42-66 months Weighted average interest rate: floating Weighted average AUD/USD exchange rate: 1.0082 82 Fletcher Building Limited Annual Report 20192018 NZ$M Nominal amount of the hedging instrument NZ$M Carrying amount NZ$M Accumulated cost of hedging NZ$M Change in value used for calculating hedge ineffectiveness NZ$M Hedging (gain) or loss recognised in other comprehensive income NZ$M Fair value hedge (income statement) (gain)/loss NZ$M Hedge type Cash flow hedging and fair value hedging Cross currency interest rate swaps 5 (17) 2 (10) USD denominated borrowings 371 (18) (12) Maturity: 97-121 months Weighted average interest rate: floating Weighted average NZD/USD exchange rate: 0.7055 USD denominated borrowings 296 76 (3) Maturity: 42-66 months Weighted average interest rate: floating Weighted average AUD/USD exchange rate: 1.0082 JPY denominated borrowings 134 6 (9) 5 3 7 Maturity: 104 months Weighted average interest rate: floating Weighted average AUD/JPY exchange rate: 82.1950 801 64 (24) 15 7 (27) There was no hedge ineffectiveness recognised in profit or loss during the year. (b) Interest rate swaps The Group applies hedge accounting to the borrowings and the associated interest rate swaps, for movements in benchmark market interest rates. Hedge accounting is applied on these instruments for floating-to-fixed instruments as cash flow hedges or for fixed-to-floating instruments as fair value hedges. The Group applies a hedge ratio of 1:1. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and maturities and the notional amounts. The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in the fair value of the hedged item using the hypothetical derivative method. In these hedging relationships, the main sources of ineffectiveness are: – the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swaps which is not reflected in the change in the fair value of the hedged item; and – differences in repricing dates between the interest rate swaps and the borrowings. 83 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) 2019 NZ$M Nominal amount of the hedging instrument NZ$M Carrying amount - derivative assets/ (liabilities) NZ$M Change in value used for calculating hedge ineffectiveness NZ$M Hedging (gain) or loss recognised in other comprehensive income NZ$M Hedging (gain) or loss recognised in income statement NZ$M 150 206 356 (2) (6) (8) (1) (6) (7) 2018 NZ$M 1 6 7 Nominal amount of the hedging instrument NZ$M Carrying amount - derivative assets/ (liabilities) NZ$M Change in value used for calculating hedge ineffectiveness NZ$M Hedging (gain) or loss recognised in other comprehensive income NZ$M Hedging (gain) or loss recognised in income statement NZ$M 150 141 118 409 (1) (2) 4 1 (1) 3 (5) (3) 1 2 3 5 5 Hedge type Cash flow hedging Interest rate swaps - NZD borrowings Maturity: 5-33 months Weighted average interest rate: 2.48% Interest rate swaps - AUD borrowings Maturity: 32-56 months Weighted average interest rate: 1.87% Hedge type Cash flow hedging Interest rate swaps - NZD borrowings Maturity: 17-45 months Weighted average interest rate: 5.98% Interest rate swaps - AUD borrowings Maturity: 10-12 months Weighted average interest rate: 4.13% Fair value hedging Interest rate swaps - USD borrowings Maturity: 15 months Weighted average interest rate: Floating There was no hedge ineffectiveness recognised in profit or loss during the year. (c) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. To the extent the Group has a receivable from another party, there is a credit risk in the event of non-performance by that counterparty and arises principally from receivables from customers, derivative financial instruments and the investment of cash. (i) Trade receivables The Group has a credit policy in place under which customers are individually analysed for credit worthiness and assigned a purchase limit. If no external ratings are available, the Group reviews the customer's financial statements, trade references, bankers' references and/or credit agencies' reports to assess credit worthiness. These limits are reviewed on a regular basis. Owing to the Group’s industry and geographical spread at balance date, there were no significant concentrations of credit risks in respect of trade receivables. Refer to note 7 for debtor balances and ageing analysis. Most goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. Credit risks may be further mitigated by registering an interest in the goods sold and the proceeds arising from that supply. The Group does not otherwise require collateral in respect of trade receivables. 84 Fletcher Building Limited Annual Report 2019 In assessing credit losses for trade receivables, the Group applies the simplified approach and records lifetime expected credit losses (“ECLs”) on trade receivables. Lifetime ECLs result from all possible default events over the expected life of a trade receivable. The Group considers the probability of default upon initial recognition of the trade receivable, based on reasonable and available information on the customers. In assessing ECLs on trade receivables the Group considers both quantitative and qualitative inputs. Quantitative data includes past collection rates, industry statistics, ageing of receivables, and trading outlook. Qualitative inputs include past trading history with the Group. (ii) Derivative financial instruments and the investment of cash The Group enters into derivative financial instruments and invests cash with various counterparties in accordance with established Board approved credit limits as to credit rating and dollar value but does not require collateral or other security except in limited circumstances. In accordance with the established counterparty limits, there are no significant concentrations of credit risk in respect of these financial instruments and no loss is expected. The Group has not renegotiated the terms of any financial assets that would otherwise be overdue or impaired. The carrying amount of non- derivative financial assets represents the maximum credit exposure. The carrying amount of derivative financial assets are at their current fair value. (d) Fair Values The estimated fair value measurements for financial assets and liabilities compared to their carrying values in the balance sheet, are as follows: Financial assets Cash and liquid deposits Debtors 2019 2018 Carrying Value NZ$M Fair Value NZ$M Carrying Value NZ$M Fair Value NZ$M Classification Amortised cost Amortised cost 1,372 1,372 665 665 1,085 1,085 1,453 1,453 Forward exchange contracts - fair value through profit or loss Fair value Forward exchange contracts - cash flow hedge Fair value - hedging instruments Forward exchange contracts - net investment hedge Fair value - hedging instruments 1 1 2 1 1 2 Cross currency interest rate swaps - split designation Fair value - hedging instruments 108 108 Interest rate swaps - fair value hedge Fair value - hedging instruments Interest rate swaps - fair value through profit or loss Fair value 1 1 3 3 82 4 3 3 82 4 Total financial assets Financial liabilities Creditors and accruals Bank loans Private placements Other loans Capital notes Amortised cost Amortised cost Amortised cost Amortised cost Amortised cost Forward exchange contracts - fair value through profit or loss Fair value Forward exchange contracts - cash flow hedge Fair value - hedging instruments Cross currency interest rate swaps - split designation Fair value - hedging instruments Interest rate swaps - cash flow hedge Fair value - hedging instruments Total financial liabilities Total financial instruments 2,570 2,570 2,210 2,210 799 258 886 68 485 3 1 8 799 258 956 68 497 3 1 8 1,114 1,114 97 97 1,181 1,238 94 566 4 18 4 94 584 4 18 4 2,508 2,590 3,078 3,153 62 (20) (868) (943) 85 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) Fair value measurement All of the Group's derivatives are in designated hedge relationships and are measured and recognised at fair value. All derivatives are level 2 valuations based on accepted valuation methodologies. Forward exchange fair value is calculated using quoted forward exchange rates and discounted using yield curves derived from quoted interest rates matching maturity of the contract. The fair value of electricity price swaps is measured using a derived forward curve and discounted using yield curves derived from quoted interest rates matching the maturity of the contract. Interest rate derivatives are calculated by discounting the future principal and interest cash flows at current market interest rates that are available for similar financial instruments. Level 1 Level 2 Quoted prices (unadjusted) in active markets for identical assets or liabilities. Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other than quoted prices included within level 1. Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs). Fair value disclosures The fair values of borrowings used for disclosure are measured under level 2, by discounting future principal and interest cash flows at the current market interest rate plus an estimated credit margin that is available for similar financial instruments with a similar credit profile to the Group. The interest rates across all currencies used to discount future principal and interest cash flows are between 1.1% and 5.3% (June 2018: 1.7% and 7%) including margins, for both accounting and disclosure purposes. 86 Fletcher Building Limited Annual Report 2019 Group Structure and Related Parties This section details the Group's capital, non-controlling interest of subsidiaries, investments in associates and joint ventures and information relating to transactions with other Group entities. 17. DIVIDENDS AND SHAREHOLDER TAX CREDITS Dividends There was no final dividend paid to shareholders in October 2018 (October 2017: 19 cents per share) Dividend of 8 cents per share paid to shareholders in April 2019 (April 2018: nil) 2019 NZ$M 68 68 2018 NZ$M 132 132 In line with the Company's dividend policy, the Board determined that it would declare a final dividend of 15.0 cents per share for the 2019 financial year. Shareholder tax credits Imputation and franking credits allow the Company to transfer the benefit from the tax it has paid in New Zealand and Australia respectively to its shareholders when it pays dividends. Imputation credit account Imputation credits at the beginning of the year Taxation paid Imputation credits attached to dividends paid Franking credit account Franking credits at the beginning of the year Taxation paid Franking credits received 18. CAPITAL 2019 NZ$M 2018 NZ$M 4 33 (37) 3 3 2019 A$M 2018 A$M 32 (1) 1 32 27 5 32 Ordinary shares are classified as shareholders’ funds. Costs directly attributable to the issue of new shares or options are shown in shareholders’ funds as a reduction from the proceeds. Acquired shares are classified as treasury stock and presented as a deduction from share capital under the treasury stock method, as if the shares are cancelled, until they are reissued or otherwise disposed of. Reported capital at the beginning of the year including treasury stock Issue of shares Reported capital at the end of the year including treasury stock Treasury stock 2019 NZ$M 3,447 3,447 (20) 3,427 2018 NZ$M 2,711 736 3,447 (22) 3,425 All ordinary shares are issued and fully paid and carry equal rights in respect of voting, dividend payments and distribution upon winding up. 87 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Number of ordinary shares: Number of shares on issue at the beginning of the year 853,347,141 695,921,174 2019 2018 Shares issued under the accelerated entitlement offer during the year Shares issued under the dividend reinvestment plan Total number of shares on issue Less shares accounted for as treasury stock 156,306,701 1,119,266 853,347,141 853,347,141 (2,574,158) (2,820,341) 850,772,983 850,526,800 The Group completed an entitlement offer to shareholders of new shares in May 2018 resulting in the issue of approximately 156 million ordinary shares. The offer raised $750 million of additional equity which was offset by $23 million of transaction fees. 19. NON-CONTROLLING INTERESTS Non-controlling interests are allocated their share of profit for the year in the income statement and are presented separately within equity in the balance sheet. The effect of all transactions with non-controlling interests that change the Group’s ownership interest but do not result in a change in control are recorded in equity. Share capital Reserves 2019 NZ$M 2018 NZ$M 22 10 32 13 11 24 20. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES Investments in associates are measured using the equity method. The equity method has been used for associate entities over which the Group has significant influence but not control. A joint arrangement is an arrangement where two or more parties have joint control. The Group classifies its joint arrangements as either joint operations or joint ventures depending on the legal, contractual and other rights and obligations. 2019 NZ$M 2018 NZ$M 49 21 63 19 152 48 20 62 19 149 375 509 38 19 (5) 14 82 33 (7) 26 Investment by associate/joint venture: Wespine Industries Pty Limited Hexion Australia Pty Ltd Altus NZ Limited Other Equity accounted earnings comprise: Sales - 100% Earnings before taxation - 100% Earnings before taxation - Fletcher Building share Taxation expense Earnings after taxation - Fletcher Building share 88 Fletcher Building Limited Annual Report 2019 21. RELATED PARTY DISCLOSURES The disclosures below sets out transactions and outstanding balances that Group companies and other related parties have with each other. Transactions with related parties are conducted on normal business terms. Key management personnel are defined as the Executive Committee and Board of Directors. Trading activities with related parties 2019 Wespine Industries Pty Limited and Hexion Australia Pty Ltd Altus NZ Limited 2018 Wespine Industries Pty Limited and Hexion Australia Pty Ltd Altus NZ Limited Dongwha Pattina NZ Limited Key management personnel compensation Directors' fees Executive committee remuneration paid, payable or provided for: Short-term employee benefits Termination benefits Fletcher Building Retirement Plan Purchases from related parties NZ$M Amounts owing to related parties (within creditors) NZ$M 39 5 78 6 6 5 14 2019 NZ$M 2018 NZ$M 2 19 2 2 15 3 As at 30 June 2019, Fletcher Building Nominees Limited (the New Zealand retirement plan) held $2.1 million of shares and $5.0 million of capital notes in Fletcher Building (June 2018: $2.8 million of shares; $7.5 million of capital notes). 89 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Other information This section provides additional required disclosures that are not covered in the previous sections. 22. CAPITAL EXPENDITURE COMMITMENTS Capital expenditure commitments are those where future expenditure has either been committed or has received Board approval at year-end, but not provided for in the financial statements. Committed at year end Approved by the directors but uncommitted at year end 23. LEASE COMMITMENTS 2019 NZ$M 52 62 114 2018 NZ$M 68 47 115 Leases under which a significant proportion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received) are recognised as an expense in the Income Statement on a straight-line basis over the term of the lease. Expenditure arising from operating leasing commitments is written off to earnings in the period in which it is incurred. Expected future minimum lease payments on non-cancellable leases: Within one year Within two years Within three years Within four years Within five years After five years 2019 NZ$M 226 211 191 177 162 1,326 2,293 2018 NZ$M 200 175 149 119 98 316 1,057 Operating lease commitments relate mainly to occupancy leases of buildings and motor vehicles. As part of the Group’s NZ IFRS 16 implementation project a number of policy decisions have been finalised, including the treatment of optional renewal periods when determining lease term. From the NZ IFRS 16 adoption date for the Group of 1 July 2019, optional renewal periods have been included in the lease term where it is reasonably certain the option to renew will be exercised. The lease commitments disclosure as at 30 June 2019 has been prepared on a consistent basis with the finalised accounting policy. The comparative balances remain as reported previously. 24. CONTINGENT LIABILITIES Contingent liabilities are subject to uncertainty or cannot be reliably measured and are not provided for, including legal disputes and litigation arising in the normal course of business. Disclosures as to the nature of any contingent liabilities are set out below. Judgements and estimates are applied to determine the probability that an outflow of resources will be required to settle an obligation. These are made based on a review of the facts and circumstances surrounding the event and advice from both internal and external parties. Provision has been made in the ordinary course of business for all known and probable future claims. Contingent liabilities arise in respect of the following categories: Contingent liabilities with respect to guarantees extended on trading transactions, performance bonds and other transactions 2019 NZ$M 333 2018 NZ$M 402 90 Fletcher Building Limited Annual Report 2019 25. TAXATION Taxation expense The provision for current tax is the estimated amount due for payment during the next 12 months by the Group. The provision for deferred tax has been calculated using the balance sheet liability method. Deferred tax is recognised on tax losses, tax credits and on the temporary difference between the carrying amount of assets and liabilities and their taxable value where recovery is considered probable. Deferred tax is not recognised on the following temporary differences: – The initial recognition of goodwill – The initial recognition of asset and liabilities in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss There are no significant deferred tax liabilities in respect of the undistributed profits of subsidiaries and associates. Judgements are required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty as there is a possibility of future changes in the interpretation and/or application of tax legislation. This may impact the amount of current and deferred tax assets and liabilities recognised in the balance sheet and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the income statement. Below is the reconciliation of earnings before taxation to taxation expense: Earnings/(loss) before taxation Taxation at 28 cents per dollar Adjusted for: Difference in tax rates Non-assessable income Non-deductible expenses Tax losses for which no deferred tax asset was recognised Utilisation of previous unrecognised tax losses Tax in respect of prior years Effects of changes in US tax legislation Other permanent differences Tax expense/(benefit) on earnings from continuing operations Tax expense on earnings from discontinued operations Tax on earnings before significant items Tax benefit on significant items Total current taxation expense/(benefit) Total deferred taxation benefit Current tax assets/(liabilities) Included within the balance sheet as follows: Current tax assets Current tax liabilities 2019 NZ$M 280 2018 NZ$M (275) 78 (8) (5) 38 9 (2) 3 (11) 102 80 22 102 133 (31) 102 117 (15) 102 66 (5) 61 (77) 3 (27) 22 5 (4) 2 (5) (15) (96) (105) 9 (96) (58) (38) (96) (87) (9) (96) 72 (26) 46 91 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Movement during the year: Opening provision for current tax assets/(liabilities) Taxation expense Transfer from/(to) deferred taxation Non-controlling interest share of taxation expense Tax recognised directly in reserves Sale of business Net tax payments Provision for deferred tax assets/(liabilities) Included within the balance sheet as follows: Deferred tax assets Deferred tax liabilities Movement during the year: Opening provision for deferred tax assets Taxation expense Transfer (from)/to current tax Sale of business Tax recognised directly in reserves Composed of: Provisions Inventories Debtors Property, plant and equipment Brands Tax losses Pensions Other 2019 NZ$M 2018 NZ$M 46 (117) 71 4 10 19 28 61 (15) 87 (120) 4 5 85 46 2019 NZ$M 2018 NZ$M 121 (2) 119 124 15 (71) 41 10 119 169 21 4 (44) (77) 63 (5) (12) 119 161 (37) 124 5 9 120 (10) 124 232 21 5 (74) (120) 62 (2) 124 The Group has recognised certain tax losses available in New Zealand and Australia on the basis that the respective companies will have future assessable income. The tax losses have been recognised on the basis of the forecast earnings set out in the companies' strategic plans. The Group reviews future loss utilisations at each reporting period. 92 Fletcher Building Limited Annual Report 201926. RETIREMENT PLANS Fletcher Building Limited is the principal sponsoring company of a plan that provides retirement and other benefits to employees of the Group in New Zealand. Participation in this plan has been closed for a number of years, although defined contribution savings plans have been made available. Various defined benefit and defined contribution plans exist in Australia following the acquisition of the Crane, Amatek, Tasman Building Products, and Laminex businesses which Group business units contribute to on behalf of their employees. Where the plans have a deficit in their funded status, the companies are making additional contributions, as recommended by the trustees of the plans, to improve the funded status. The Formica group of companies also maintained various defined benefit plans and medical plans in other countries. The defined benefit plan in USA was closed during FY18 and the Group sold the Formica business during FY19 with no ongoing obligations in relation to the remaining plans. The Group’s plan assets and liabilities in respect of individual retirement plans are calculated separately for each plan by an independent actuary, as being the fair value of the plan’s assets less the present value of the future obligations to the members. The value of the asset recognised cannot exceed the present value of any future refunds from the plans or reductions in future contributions to the plans, unless a constructive right to a refund of the surplus exists, in which case the amount to be refunded is recognised as an asset. In the Group’s balance sheet, plans that are in a surplus position are not offset with plans that are in a liability position. Obligations for contributions to defined contribution plans are recognised in earnings as incurred. The actuarial cost of providing benefits under defined benefit plans is expensed as it accrues over the service life of the employees, after taking account of the income expected to be earned by the assets owned by the plans. All retirement plan related actuarial gains or losses are recognised in other comprehensive income in the pension reserve in the year in which they arise. Principal assumptions made in the actuarial calculation of the defined benefit obligation relate to the discount rate, rate of salary inflation and life expectancy. The calculation of the defined benefit obligations are based on years of service and the employees' compensation during their years of employment. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. These obligations are accounted for in accordance with NZ IAS 19 Employee Benefits, which has the effect of recognising the volatility in the returns earned by the plans in the pension reserve. The following table provides the weighted average assumptions used to develop the net periodic pension cost and the actuarial present value of projected benefit obligations for the Group's plans: Assumed discount rate on benefit obligations Annual rate of increase in future compensation levels 2019 % 2.14 2.61 2018 % 2.53 2.69 Expected returns on plan assets have been determined by the independent actuaries as the weighted average of the expected return after tax and investment fees for each asset class by the target allocation of assets to each class. During the year the Group contributed less than $1 million (2018: less than $1 million) in respect of its Australian defined benefit plans and $3 million (2018: $10 million) in respect of its Formica defined benefit and medical plans. It contributed $59 million (2018: $71 million) in respect of its defined contribution plans worldwide, including Kiwisaver and Australia superannuation. Fletcher Building Limited has an obligation to ensure that the funding ratio of the New Zealand plan's assets is at least 115% of the plan's actuarial liability. This is based upon any two consecutive annual actuarial valuations as calculated by the plan's actuary. This calculation is done on the plan's funding basis, which is completed in accordance with NZ IAS 26 Retirement Benefit Plans. At 31 March 2019, the value of the plan assets was 159% of the actuarial liability and the funded surplus was $103 million (31 March 2018: 155%, $101 million). The Group expects to contribute less than $1 million to its Australia defined benefit plans during the year to 30 June 2020. The Group is currently not contributing to the New Zealand plan. 93 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Net periodic pension cost Service cost Net interest cost Net periodic pension cost - recognised in earnings before interest and taxation Recognised net asset/(liability) Assets of plans Projected benefit obligation Funded surplus/(obligation) Asset ceiling effect Recognised net asset Recognised net asset/(liability) by jurisdiction: New Zealand plan Australian plans Retirement plan assets - recognised within non-current assets Other overseas plans Retirement plan liabilities - recognised within non-current liabilities Recognised net asset 2019 NZ$M 2018 NZ$M 3 (2) 1 400 (339) 61 61 47 14 61 61 7 (2) 5 756 (694) 62 (12) 50 66 22 88 (38) (38) 50 94 Fletcher Building Limited Annual Report 2019 Movement in recognised net asset Recognised net asset at the beginning of the year Currency translation Actuarial movements for the year Net periodic pension cost Sale of business - liability Employer contributions Recognised net asset Assets of the plans Assets of plans at the beginning of the year Actual return on assets Total contributions Settlement of USA plan Benefit payments Sale of business Currency translation Assets of the plans consist of: Australasian equities International equities Property Bonds Cash and short-term deposits Other assets Projected benefit obligation Projected benefit obligation as at the beginning of the year Service cost Interest cost Member contributions Actuarial loss arising on changes in demographic assumptions Actuarial loss arising on changes in financial assumptions Actuarial gain arising on other assumptions - experience adjustments Benefit payments Sale of business Settlement of USA plan Currency translation 2019 NZ$M 2018 NZ$M 50 1 (25) (1) 36 61 756 15 1 (38) (334) 400 45 109 27 134 57 28 400 (694) (3) (9) (1) (1) (24) (2) 37 361 (3) (339) 33 2 10 (5) 10 50 827 45 13 (117) (48) 36 756 59 310 24 262 63 38 756 (793) (5) (19) (2) 4 (5) 48 117 (39) (694) 95 Fletcher Building Limited Annual Report 2019Notes to the Financial Statements 2019 (Continued) 27. SHARE-BASED PAYMENTS The Group has a long-term share-based performance incentive scheme targeted at selected employees (invited to participate at the discretion of the Company) most able to influence the results of the Group. The long-term share scheme allows scheme participants to acquire shares in the Company at market price, funded by an interest-free loan from the Group. The scheme participants are entitled to vote on the shares and to receive cash dividends, the proceeds of which are used to reduce the loan. The shares are held in trust for the scheme participants by the Trustee, Fletcher Building Share Schemes Limited. For shares granted in and prior to 2016 vesting of half of any entitlement under the executive long-term share scheme is dependent upon the Group achieving a total shareholder return (TSR) that is equal to the TSR of the comparator group of companies at the point that the cumulative market capitalisation of that comparator group exceeds 50% of the total market capitalisation of the comparator group TSR index over a three year restricted period. Vesting of the other half of any entitlement is dependent upon the Group achieving an earnings per share target. However, for shares granted in and after 2017 all of the entitlement under the scheme is dependent upon the Group's TSR exceeding the 51st percentile of the TSR of the comparator group over a three year restricted period. Additionally, in respect of the entitlement which is dependent on the Group's TSR, the three year restrictive period is automatically extended for an additional year if the minimum vesting threshold is not met. Scheme participants can elect to extend the restrictive period for an additional year if the Group's TSR means that the vesting level is between the 51st and 75th percentile of the comparator group. No extension is permitted for the entitlement that is dependent upon achieving an earnings per share target. At the end of the restrictive period or any extension, the Group will pay a bonus to the executives to the extent that performance hurdles have been met, the after-tax amount of which will be generally sufficient for the scheme participants to repay the balance of the loan in respect of the shares which are to be transferred. Owing to the integrated nature of the scheme, for accounting purposes the Group accounts for the incentive scheme as being equity-settled. If the performance hurdles are not met or are only partially met, the trustee will acquire the beneficial interest in some or all of the relevant shares. The loan provided in respect of those shares which do not transfer to the scheme participants (the forfeited shares) will be novated to the trustee and will be fully repaid by the transfer of the forfeited shares. The Group will recognise an expense in earnings, with a corresponding increase in the share-based payments reserve, over the restrictive period. If the performance hurdles based on TSR are not met and the shares do not transfer to the scheme participants, the amount in the share-based payments reserve will remain in equity and will not be released to earnings. If the performance targets based on earnings per share are not met and the shares do not transfer, the amount in the share-based payments reserve will be released to earnings. The Group accounts for the share schemes under the treasury stock method. The receivable owing from the scheme participants, representing the shares held in the Company, is deducted from the Group’s paid up capital. The shares are deducted from equity until the end of the restrictive period, at which point they transfer to scheme participants or beneficial ownership of the shares transfers to the trustee. The following are details with regard to the scheme: 2018 Award 1 July 2018 1,041,605 $6.99 2017 Award 1 July 2017 890,075 (1) $7.85 2016 Award 2015 Award 1 July 2016 1 October 2015 905,211 $10.61 3,208,083 $6.89 $7,280,819 $6,985,959 $9,604,289 $22,103,692 30 June 2021 30 June 2020 30 June 2019 30 September 2018 1,041,605 (80,069) 890,075 (181,723) 905,211 (497,159) (906) 407,146 3,208,083 (2,690,458) (20,501) 497,124 Number of shares held at 30 June 2019 961,536 708,352 (1) This is an average share price which includes 182,561 shares granted at $7.34 to Ross Taylor as Chief Executive Officer and the remainder issued to other participants at $7.98. Total fair value expense in year for executive performance share scheme Amount recognised at year end for related bonus payable Fair value has been determined using Monte Carlo valuation methodology. 96 2019 NZ$M 2 9 2018 NZ$M 8 14 Grant date Number of shares granted Market price per share at grant date Total value at grant date Vesting date Number of shares: Number of shares originally granted Less forfeited over life of scheme Less vested over life of scheme Fletcher Building Limited Annual Report 2019 Employee share purchase scheme - FBuShare The global employee share purchase scheme, FBuShare, allows eligible group employees to regularly save up to NZ$5,000 per annum of their after-tax pay and purchase shares in the company (purchased shares) at market prices. At the end of rolling three year qualification periods, and provided they remain employed by a Group company, employees will be awarded one free award share for every two purchased shares acquired in the first year of each three year qualification period and still held at the end of those periods. Dividends payable will be re-invested in additional shares. Employees will receive award shares on any additional shares, subject to the same conditions set out above. The employees are responsible for any income tax liability payable on dividends and on the value of any award shares. At the end of each three year qualification period, employees may continue to hold any purchased, additional and award shares or they may sell some or all of the shares. The Group accrues the liability to pay for award shares over the three year qualification periods. 28. IMPACT OF NZ IFRS 15 AND OTHER RECLASSIFICATIONS This note outlines changes to the comparative information in the Income Statement due to a change in classification treatment and explains the impact of the adoption of NZ IFRS 15 Revenue from Contracts with Customers on the Group's financial statements. It also discloses the new accounting policies that have been applied from 1 July 2018, where they are different to those applied in prior periods. NZ IFRS 15 - Revenue from Contracts with Customers Revenue was previously recognised when it was probable that work performed will result in revenue whereas under the new standard, revenue is recognised when it is highly probable that a significant reversal of revenue will not occur. The following are the accounting policies applicable to the recognition of revenue for the Group from 1 July 2018. Construction division Construction contract revenue The Group derives revenue from the construction of building and infrastructure projects across New Zealand and the South Pacific. Contracts entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure. While it is uncommon, contracts can be entered into for the building of several projects. Where this occurs, the Group will identify the single or multiple performance obligations and allocate the total transaction price across each performance obligation based on stand-alone selling prices. The transaction price is normally fixed at the start of the project. The nature of construction projects leads to variations in the project size and scope. It is also normal practice for contracts to include bonus and penalty elements based on timely construction or other performance criteria known as variable consideration, discussed below. The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on the assets being constructed they are controlled by the customer and have no alternative use to the Group, with the Group having a right to payment for performance to date. Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on the measured output of each process based on appraisals that are agreed with the customer on a regular basis. Maintenance contract revenue Services revenue is primarily generated from maintenance services supplied to roading assets owned by local or central Government in New Zealand and the South Pacific. This revenue also arises in respect of infrastructure assets previously constructed by the Group where maintenance was included in the contract. The service contracts are typically determined to have one single performance obligation which are significantly integrated and are fulfilled over time. There is no change to the revenue recognition methodology previously utilised. Variable consideration Revenue in relation to variations, such as a change in the scope of the contract, are only included in the transaction price when it is approved by the parties to the contract, the variation is enforceable or in certain circumstances when approved by the Board of Directors and the amount becomes highly probable. Residential and Development division Through the Residential division the Group derives income from the sale of completed houses, construction type projects for enabling or utilities works for large developments, and the sale of development sites surplus to Group requirements. Revenue is recognised when control passes to the customer for each type of transaction. House sales are commonly recognised at the time of settlement, when title passes to the customer and payment is received. Enabling or utilities works are recognised over time using a percentage of completion method. Land development sales are recognised in line with the requirements of the specific sale and purchase agreement. Performance obligations vary between the types of transactions. The sale of a completed house from Group inventory to a customer is a single performance obligation, as houses are not constructed under contract from a customer. For works contracts and development sales, the division reviews the terms of the sale to determine whether the performance obligations are distinct and separately identifiable. 97 Fletcher Building Limited Annual Report 2019 Notes to the Financial Statements 2019 (Continued) Other divisions Sale of goods The materials and distribution businesses within the Group recognise revenue when control of the goods has passed to the customer, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and there is a high probability that a significant reversal in the revenue recognised will not occur. Revenue is measured net of returns, trade discounts and volume rebates. The timing of the transfer of control varies depending on the individual terms of the sales agreement, for most sales when the product is delivered to the customer. Impact on the financial statements The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers from 1 July 2018 which resulted in changes in accounting policies and adjustments to the amounts recognised in the financial statements. In accordance with the transition provisions in NZ IFRS 15, the Group has adopted the new rules retrospectively using the modified approach and taken advantage of the applicable practical expendients possible, primarily regarding contract modifications. Under this approach, the comparative periods presented in the Income Statement have not been restated, rather the cumulative effect of applying this standard has been applied to the opening balance of retained earnings. The main components of this cumulative effect are shown below. Retained earnings Retained earnings - as reported at 30 June 2018 Write-off of pre-contract costs previously capitalised Restatement of variable consideration previously recognised Restatement of timing of residential sales Opening reserves - restated NZ$M 894 (1) (1) (17) 875 NZ IFRS 15 requires changes to the disclosure of certain Balance Sheet items. While restatement of these items is not required under the modified approach for adoption, the Group has opted to restate the following Balance Sheet items for simplicity. Balance Sheet As at 30 June 2018 Contract assets Construction contracts Contract liabilities Provisions (current) Provisions (non-current) Reported NZ$M NZ IFRS 15 (626) (89) (25) 13 626 (142) (360) (137) Restated NZ$M 13 (142) (449) (162) Other Income Statement classifications Selling, general and administration expenses During the period the Group has elected to change the classification of warehousing and freight costs for finished goods inventory. These costs are now disclosed in selling, general and administration expenses which provides a more useful perspective on the underlying nature of these transactions. The comparative periods have also been restated below to improve comparability of these lines in the Income Statement. Other gains and losses The Group has historically reported smaller items of an exceptional nature in a separate line on the Income Statement, described as 'other gains and losses'. This was in contrast to the presentation of expenses in the Income Statement by function and in addition to the disclosure of 'significant items' (refer to note 2). To provide clarity, the Group will continue to classify significant one-off events as significant items, with the remainder recognised according to their function in the Income Statement. The comparative information has been restated below to improve the comparability of the financial statements. 98 Fletcher Building Limited Annual Report 2019 For the year ended 30 June 2018 Cost of goods sold Gross margin Selling, general and administration expenses Other gains and losses 29. SUBSEQUENT EVENTS Reported NZ$M Selling and Marketing Other gains and losses (6,923) (1,992) (1,311) (28) 380 380 (380) (28) (28) 28 Restated NZ$M (6,571) (1,640) (1,691) On 20 August 2019, the Directors declared a final dividend of 15.0 cents per share, payable on 19 September 2019, and approved the on-market share buyback of up to NZ$300 million. 99 Fletcher Building Limited Annual Report 2019 s Report To the Shareholder of Fletc Independent Auditor's Report Chartered Accountants Chartered Accountants Independent Auditor's Report Independent Auditor's Report Independent Auditor's Report To the Shareholder of Fletcher Building Industries Limited To the Shareholder of Fletcher Building Industries Limited To the Shareholders of Fletcher Building Limited Report on the Financial Statements Report on the Financial Statements Opinion Opinion OPINION We have audited the financial statements of Fletcher Building Industries Limited (“FBIL” or “the Company”), on pages 2 to 11, We have audited the financial statements of Fletcher Building Industries Limited (“FBIL” or “the Company”), on pages 2 to 11, which comprise the balance sheet as at 30 June 2019, and the income statement, statement of comprehensive income, statement of which comprise the balance sheet as at 30 June 2019, and the income statement, statement of comprehensive income, statement of We have audited the consolidated financial statements of Fletcher Building Limited (“the Company”) and its subsidiaries (together movements in equity and statement of cash flows for the year then ended, and notes to the financial statements including a movements in equity and statement of cash flows for the year then ended, and notes to the financial statements including a “the Group”), on pages 47 to 99, which comprise the balance sheet of the Group as at 30 June 2019, and the Income Statement, summary of significant accounting policies. summary of significant accounting policies. Statement of Comprehensive Income, Statement of Movements in Equity and Statement of Cash Flows for the year then ended of the Group, and notes to the financial statements including a summary of significant accounting policies. In our opinion, the financial statements on pages 2 to 11 present fairly, in all material respects, the financial position of FBIL as at In our opinion, the financial statements on pages 2 to 11 present fairly, in all material respects, the financial position of FBIL as at 30 June 2019 and its financial performance and its cash flows for the year then ended in accordance with New Zealand 30 June 2019 and its financial performance and its cash flows for the year then ended in accordance with New Zealand In our opinion, the consolidated financial statements on pages 47 to 99 present fairly, in all material respects, the financial position equivalents to International Financial Reporting Standards and International Financial Reporting Standards. equivalents to International Financial Reporting Standards and International Financial Reporting Standards. of the Group as at 30 June 2019 and its financial performance and its cash flows for the year then ended in accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting Standards. This report is made solely to the Company's shareholder. Our audit has been undertaken so that we might state to the Company's This report is made solely to the Company's shareholder. Our audit has been undertaken so that we might state to the Company's shareholder those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent shareholder those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent This report is made solely to the Company's shareholders, as a body. Our audit has been undertaken so that we might state to permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's shareholder for permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's shareholder for the company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the our audit work, for this report, or for the opinions we have formed. our audit work, for this report, or for the opinions we have formed. fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's shareholders, as a body, for our audit work, for this report, or for the opinions we have formed. Basis for Opinion Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those BASIS FOR OPINION standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those We are independent of the Company in accordance with Professional and Ethical Standard 1 (revised) Code of Ethics for We are independent of the Company in accordance with Professional and Ethical Standard 1 (revised) Code of Ethics for standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements. ethical responsibilities in accordance with these requirements. We are independent of the Group in accordance with Professional and Ethical Standard 1 (revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other than in our capacity as auditor we have no relationship with, or interest in FBIL. Ernst & Young has provided tax advisory Other than in our capacity as auditor we have no relationship with, or interest in FBIL. Ernst & Young has provided tax advisory and other assurance services to various companies within the Fletcher Building Limited Group (“the Group”). Partners and and other assurance services to various companies within the Fletcher Building Limited Group (“the Group”). Partners and Ernst & Young has provided tax advisory and other assurance services to the Group. Partners and employees of our firm may deal employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business of employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business of with the Group on normal terms within the ordinary course of trading activities of the business of the Group. We have no other the Group. the Group. relationship with, or interest in, the Group. Key Audit Matters Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial KEY AUDIT MATTERS statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial in forming our opinion thereon, but we do not provide a separate opinion on these matters. For the matter below, our description in forming our opinion thereon, but we do not provide a separate opinion on these matters. For the matter below, our description statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, of how our audit addressed the matter is provided in that context. of how our audit addressed the matter is provided in that context. and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the audit of the financial statements section of We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the audit of the financial statements section of description of how our audit addressed the matter is provided in that context. the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the audit of the financial statements section of respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, financial statements. financial statements. including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements. 100 Accounting for investment in associate Accounting for investment in associate Why significant Why significant How our audit addressed the key audit matter How our audit addressed the key audit matter The Company owns 20 per cent of the shares in Fletcher The Company owns 20 per cent of the shares in Fletcher Building Holdings New Zealand Limited (“FBHNZ”) Building Holdings New Zealand Limited (“FBHNZ”) which currently holds all of the shares in Fletcher Building which currently holds all of the shares in Fletcher Building ► ► ► ► In obtaining sufficient appropriate audit evidence, we: In obtaining sufficient appropriate audit evidence, we: evaluated the basis of accounting and its appropriateness; evaluated the basis of accounting and its appropriateness; recalculated the share of the equity accounted profits recalculated the share of the equity accounted profits including dividend receipts; including dividend receipts; A member firm of Ernst & Young Global Limited A member firm of Ernst & Young Global Limited Fletcher Building Limited Annual Report 2019 Construction revenue and associated provision for onerous contracts Why significant How our audit addressed the key audit matter A substantial amount of the Group’s revenue relates to revenue from construction contracts. Where these contracts have a long-term duration, revenue and margin are recognised based on the stage of completion of individual contracts. This is calculated based on the proportion of total costs incurred at the reporting date compared to the Group’s estimation of total costs of the contract. Where a contract is identified as loss-making a provision is immediately recorded for estimated future losses on the entire contract. We focused on these types of contracts due to the high level of estimation involved, in particular relating to: – forecasting total cost to complete, including the estimation of cost contingencies for contracting risks; – revisions to total forecast costs for certain events or conditions that occur during the performance of the contract, or are expected to occur to complete the contract; and In obtaining sufficient appropriate audit evidence, we: – evaluated the Group’s process regarding accounting for contract revenues. We tested controls such as: › › the preparation, review and authorisation of monthly project reports, which involves management assessing key contract KPIs; and the project reviews undertaken by the Group’s Project Management Office and management governance committee; – used a risk rating process to select a sample of contracts for testing based on a number of quantitative and qualitative factors. These factors included contracts with significant deterioration of margin and/ or completion dates, significant variations and claims, and factors which might indicate a greater level of judgement was required by the Group. For the contracts selected, where relevant, we: › read the contract terms and conditions to evaluate whether the individual characteristics of each contract were reflected in the Group’s estimation of total costs of the contract; › undertook site visits (to both contract sites and commercial offices) to understand the nature of risk elements of the contracts; – the recognition of variable consideration, based on an assessment by the Group as to whether it is probable that the amount will be approved by the customer and therefore recovered. › › Disclosures regarding the Group’s construction contracts are included in notes 2 (e), 10 and 11 of the financial statements. tested a sample of costs incurred to date through agreement to supporting documentation; tested the estimated costs to complete by agreeing key forecast cost assumptions to underlying evidence such as subcontractor quotes, tender information, historical invoicing, employment records or agreements with subcontractors; › considered the Group’s ability to forecast margins on contracts by analysing the accuracy of previous margin forecasts to actual outcomes; › › tested variable consideration, both within contract revenue and contract costs, to supporting documentation and by reference to underlying contracts; and for the most significant contracts by size and complexity we used our construction and real estate specialists to evaluate the overall appropriateness of forecast project outturn. Our construction and real estate specialists have significant international experience and credentials to advise on such projects. – evaluated the Group’s legal and external experts’ reports received on contentious matters to identify conditions that may indicate the inappropriate recognition of variable consideration or liquidated or other damages. We considered the consistency of this to the inclusion or not of amounts in the estimates used for revenue recognition; – evaluated contract performance in the period since year end to the date of this report to assess the Group’s year end judgements in respect of revenue recognition and forecast costs to complete; and – considered the adequacy of the associated disclosures in the financial statements. 101 Fletcher Building Limited Annual Report 2019Independent Auditor's Report (Continued) Goodwill and other intangible assets’ impairment assessments Why significant The Group holds goodwill and other intangible assets which are carried at $1.1 billion at 30 June 2019. The recoverable amount of goodwill and other intangible assets is determined each reporting period by reference to valuations prepared using discounted cash flow models (‘DCF models’). DCF models contain significant judgement and estimation in respect of future cash flow forecast, discount rate and terminal growth rate assumptions. Changes in certain assumptions can lead to significant changes in the assessment of the recoverable amount. Disclosures regarding the Group’s key assumptions adopted and the sensitivity to reasonably possible changes in key assumptions which could result in impairment and/or create additional impairments at certain cash generating units (‘CGUs’) are included in note 2 (c) of the financial statements. Treasury – Derivative valuation and hedge accounting Why significant The Group manages its economic risks through the use of derivative financial instruments (‘derivatives’) which primarily consist of interest rate swaps, foreign exchange contracts and cross currency interest rate swaps. Fair value movements in the derivatives are driven by movements in the financial markets. Changes in fair value due to these movements can be significant. Disclosures regarding the fair value of the Group’s derivative assets and liabilities outstanding at balance date are included in note 16 of the financial statements. How our audit addressed the key audit matter In obtaining sufficient appropriate audit evidence, we: – understood the Group’s goodwill impairment assessment process and identified controls; – assessed the Group’s determination of CGUs based on our understanding of the nature of the Group’s business units; – obtained the Group’s DCF models and agreed forecasts to a combination of the board approved FY20 budget, the FY21- FY24 strategic plan or other management papers; – assessed key inputs to the DCF models including future cash flow forecasts (by reference to forecast earnings), discount rates and terminal growth rates; – considered the accuracy of previous Group forecasting to inform our evaluation of forecasts included in the DCF models; – involved our valuation specialists, for those CGUs with a higher risk of impairment, to assess the Group’s discount rates. Valuation specialists were also involved in assessing the DCF models for valuation methodology, including the treatment of assumptions for capital expenditure, working capital, terminal value and the net present value calculation; – performed sensitivity analysis on higher risk CGUs in relation to the discount rate and forecast earnings to consider the potential impact of changes in assumptions; and – considered the adequacy of the associated disclosures in the financial statements particularly focusing on the disclosure of the CGUs where the impairment assessment is sensitive to reasonably possible changes in assumptions. How our audit addressed the key audit matter In obtaining sufficient appropriate audit evidence, we: – understood the Group’s treasury processes and identified controls; – involved our treasury specialists to evaluate the accuracy with which the Group revalues derivatives; – confirmed the existence of derivatives directly with counterparties at balance date; – assessed fair value movements on derivatives during the year to identify whether these movements were appropriately recognised in the Income Statement or the Statement of Comprehensive Income in accordance with NZ IFRS 9 Financial Instruments; – assessed hedge effectiveness across a sample of the hedged portfolio; and – considered the adequacy of the associated disclosures in the financial statements. 102 Fletcher Building Limited Annual Report 2019INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT The directors of the company are responsible for the Annual Report, which includes information other than the financial statements and auditor’s report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the financial statements in accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of the auditor’s responsibilities for the audit of the financial statements is located at External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s report. The engagement partner on the audit resulting in this independent auditor’s report is Simon O’Connor. Chartered Accountants Auckland 21 August 2019 103 Fletcher Building Limited Annual Report 2019Remuneration Report Fletcher Building seeks to ensure that it remunerates directors and management fairly and responsibly. DIRECTORS' REMUNERATION The current total directors' remuneration pool approved by shareholders in 2011 is $2 million per annum. Directors receive remuneration determined by the Board on the recommendation of the Nominations Committee. Remuneration must be within the aggregate amount per annum approved by shareholders. There are no schemes for retirement benefits for non-executive directors. Information of directors’ holding of securities is set out on page 118. Directors' fees for FY20 were reviewed and approved by the Board in June 2019. From 1 July 2019 the directors fees (excluding committee fees) increased by 2% (rounded to the nearest $100), to be paid out of the current shareholder approved annual remuneration limit of $2 million. The remuneration scale for directors is outlined below: Board of Directors Audit and Risk Committee Remuneration Committee Nominations Committee Safety, Health, Environment and Sustainability Committee Non-vouchable expense reimbursement allowance Overseas based directors travelling allowance (1) No additional fees are paid to the Board Chair for committee roles. Position Chair (1) Non-Executive Director Chair Member Chair Member Chair Member Chair Member Remuneration scale for the period 25 October 2017 to 24 October 2018 25 October 2018 to 30 June 2019 1 July 2019 to 30 June 2020 $352,000 $132,800 $36,800 $18,400 $28,000 $14,000 - $8,000 $28,000 $14,000 $5,000 $18,000 $360,000 $140,000 $37,000 $19,000 $28,000 $14,000 - $8,000 $28,000 $14,000 $5,000 $18,000 $367,200 $142,800 $37,000 $19,000 $28,000 $14,000 - $8,000 $28,000 $14,000 $5,000 $18,000 Where an ad hoc committee is convened, such as for due diligence, additional remuneration may be payable at $1,200 per half day. However, no payments for ad hoc committees were made in FY19. Directors do not receive any further remuneration for also being directors of Fletcher Building Industries Limited, the NZX listed issuer of the group's capital notes. Directors' fees exclude GST, where appropriate. In addition, Board members are entitled to be reimbursed for costs directly associated with carrying out their duties, including travel costs. 104 Fletcher Building Limited Annual Report 2019Details of the total remuneration received by each Fletcher Building director for FY19 are as follows: Directors Board Fees Audit and Risk Committee Nominations Committee (1) Remuneration Committee Bruce Hassall (Chair) (2) $320,950.54 $6,133.33 Martin Brydon (3) (4) $115,602.15 $1,333.33 (Chair) $6,666.67 Safety, Health, Environment and Sustainability Committee Overseas based directors travelling allowance Non-vouchable expense reimbursement allowance $5,000.00 Total Remuneration $333,417.20 $11,666.67 $4,166.67 $15,000.00 $153,102.16 $183,546.77 $146,657.71 $73,568.81 $157,239.26 Antony Carter $137,735.48 $18,811.29 $8,000.00 $14,000.00 Barbara Chapman (3) (5) $115,602.15 $6,666.67 $20,222.22 (Chair) $5,000.00 $4,166.67 Alan Jackson (6) $52,179.93 $3,111.11 $10,888.89 $5,444.44 $1,944.44 Rob McDonald (3) (7) $115,602.15 $30,803.77 (Chair) $6,666.67 Doug McKay (3) (8) $115,602.15 $15,744.62 $6,666.67 $4,166.67 $23,333.33 (Chair) $4,166.67 $165,513.44 Sir Ralph Norris (9) $58,666.67 $833.33 Cathy Quinn (3) (10) $115,602.15 $15,744.62 $6,666.67 $11,666.67 $4,166.67 Cecilia Tarrant (11) $22,133.33 $3,066.67 $1,333.33 $4,666.67 $833.33 $59,500.00 $153,846.78 $32,033.33 Steve Vamos (12) $137,735.48 $3,066.67 $8,000.00 $14,000.00 $5,000.00 $13,500.00 $181,302.15 Total $1,307,412.18 $93,370.97 $55,111.12 $59,111.11 $56,777.78 $39,444.45 $28,500.00 $1,639,727.61 (1) All non-executive directors are members of the Nominations Committee. (2) Bruce Hassall succeeded Sir Ralph Norris as Board Chair effective 1 September 2018 and at the same time ceased to be Chair of the Audit and Risk Committee. No additional fees were paid to him subsequently as Chair for committee roles. (3) Martin Brydon, Barbara Chapman, Rob McDonald, Doug McKay and Cathy Quinn were appointed to the Board on 1 September 2018. (4) Appointed member of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018. (5) Appointed member of the Remuneration Committee effective 1 September 2018 and succeeded as Chair of the Remuneration Committee effective 21 November 2018. (6) Retired from the Board on 20 November 2018 following conclusion of the annual shareholders' meeting. (7) Appointed Chair of the Audit and Risk Committee effective 1 September 2018. (8) Appointed member of the Audit and Risk Committee and Chair of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018. (9) Ceased to be director effective 1 September 2018. (10) Appointed member of the Audit and Risk Committee and the Safety, Health, Environment and Sustainability Committee effective 1 September 2018. (11) Ceased to be director effective 1 September 2018. (12) Ceased to be member of the Audit and Risk Committee effective 1 September 2018. EXECUTIVE AND SENIOR MANAGEMENT REMUNERATION The Company’s remuneration strategy aims to attract, retain and motivate high calibre people at all levels of the organisation, to support our vision of being the undisputed leader in New Zealand and Australian building solutions – with products and distribution at our core. Total remuneration is comprised of three elements - fixed remuneration, a short-term variable incentive, and a long-term share scheme. Our remuneration strategy and frameworks are supported by a Remuneration Committee that oversees remuneration policies, and the performance, remuneration, development and succession planning of executives and senior management. The Company’s remuneration committee is kept appraised of relevant market information and best practice, obtaining advice from external advisors when necessary. Remuneration levels are reviewed and benchmarked annually for market competitiveness, and alignment with strategic and performance priorities. PwC was engaged to provide remuneration benchmark data for the chief executive officer and other executive committee roles during the year. A peer group comprised of New Zealand and Australian companies generally comparable in size, complexity and industry is used to benchmark executives. Fixed remuneration Fletcher Building’s policy is to set fixed remuneration based on capability, performance and industry benchmarks in the country in which the employee is located. Participation in retirement savings plans is made available to employees as required by remuneration practices in relevant jurisdictions. Short-term variable incentive (STI) STI’s are designed to incentivise earnings, operating cash and those measures that drive sustainable business performance by rewarding employees' performance against both financial and individual goals. Participation in the STI plan is by annual invitation at the discretion of the Company. Target levels of STI opportunity range from 25% to 100% of base salary depending on the role. For the chief executive officer the target STI opportunity is set at 100% of base salary. 105 Fletcher Building Limited Annual Report 2019Remuneration Report (Continued) Financial targets For the chief executive officer, corporate executives and senior management, the financial target is based on the Group EBIT and operating cash. For operating executives and senior management, the financial target is based on their own division/business unit EBIT, and operating cash or working capital depending on the business’ priorities. To ensure alignment across the Group, executive division operating roles also have a multiplier based on Group EBIT, and senior management business unit operating roles have a multiplier based on their division EBIT. Financial targets are set at three levels: a threshold level, which must be met before any STI is paid, a target level, and a maximum level that reflects stretch performance. For FY19, the financial threshold level was set at 90% of target. The maximum financial level is generally set at 110% or 120% of target. The chief executive officer, chief financial officer, operating chief executives and senior management have 70% of their STI opportunity based on financial measures. Functional chief executives and senior management have 50% of their STI opportunity based on financial measures recognising the reduced line of sight to financial performance. Individual goals Individual goals for the executives and senior management are aligned to the different priorities and development phases in which their businesses are operating. This may include people engagement, customer net promotor score, and other strategic measures. The executives' objectives were reviewed by the Board, and in the case of the chief executive officer were approved directly by the Chair. The maximum opportunity on the individual goals is 100% of target. There is no opportunity for stretch performance on the individual goals. If the threshold financial (EBIT) target is not met, no individual component of the STI is payable. Safety performance A multiplier is applied to the overall STI outcome based on achievement against safety measures. These measures are safety site walks and / or TRIFR targets. In the event of a fatality or serious injury, the Board has the discretion to adjust any or all of the STI payment, and the Board has exercised this discretion in relation to the fatalities which occurred in FY19. Clawback The Board also has the discretion to require repayment of an employee’s STI for a period of up to three years where the Company’s financial statements were incorrectly reported, there is misconduct that causes a financial trading loss that has not been taken into account in the STI calculations or an error or misstatement has resulted in a material overpayment. Long-Term Share Scheme Long-term performance incentives are designed to align employee remuneration with financial outcomes for shareholders over the longer term. The Company has an executive long-term share scheme (ELSS), which is offered to certain senior employees, including the Executives and Senior Management. The scheme is a share-based scheme except in circumstances where, due to regulatory requirements, employees cannot participate fully or at all by way of shares. In such circumstances, the employee receives an equivalent economic entitlement which is paid partially or fully by way of a cash bonus entitlement. Participation in any year is by annual invitation at the discretion of the Company. Under the ELSS, participants purchase shares in the Company at the offer price with an interest-free loan. The offer price is established at market value at the commencement of the three year restrictive period. The shares are held by a trustee on behalf of participants until the end of that three year restrictive period. The performance criteria includes a relative total shareholder return (TSR) measure, and the restrictive period is extended by up to twelve months if the TSR criteria is not met at the end of the initial three year restrictive period. Provided certain share performance criteria are met and participants remain employed with the Company throughout the restrictive period, a cash bonus is paid to meet the repayment of the interest-free loan and legal title in the shares is then transferred to the participants. To the extent that the share performance criteria are not met or the participant ceases to be employed by the Company, the shares are forfeited and the proceeds used to repay the interest-free loan. Exceptions to this are considered in the case of redundancy, retirement or being an executive with five or more years of service. Performance criteria The sole performance criteria for the 2018 ELSS grant is relative TSR. TSR performance is determined by benchmarking, by way of percentile ranking, the TSR performance of the Group against the TSR performance for the same period of a comparator group. The comparator group used for the 2018 offer comprises Adelaide Brighton, BlueScope, Boral, Brickworks, CSR, Dulux Group, GWA Group, James Hardie, Metro Performance Glass, Reece and Steel & Tube. The TSR performance and resulting vesting entitlements are set out below: TSR percentile Below 51st At 51st Percentage vesting entitlement Nil 50% Above 51st to below 75th 51% – 99% linear pro-rata At 75th or above 100% The Board has the discretion to determine the extent to which any shares held in the ELSS should be transferred in any takeover, merger or corporate reconstruction. 106 Fletcher Building Limited Annual Report 2019Vesting and forfeiture history Prior to 2017, the ELSS performance criteria consisted of both relative TSR and an earnings per share (EPS) target. The vesting and forfeiture of shares (due to failure to meet performance criteria) over the last five years is set out in the following table: Date of grant Shares granted % vested % forfeited EPS Target July 2018 July 2017 July 2016 October 2015 October 2014 1,041,605 890,075 905,221 3,208,083 815,164 0% 50% (1) 50% (2) 100% N/A N/A 70.1 – 76.3 67.1 – 73.1 61.0 – 66.4 (1) The 2016 EPS tranche was forfeited in July 2019 and the TSR tranche has been extended to 30 June 2020. (2) The 2015 EPS tranche was forfeited in October 2018 and the TSR tranche was extended to 30 September 2019. Minimum shareholding requirement Over time, executives and senior managers must acquire and maintain a holding in the Company’s ordinary shares until such time as the greater of the sum invested or the market value of their shareholding exceeds 50% of their base remuneration. The Company believes this shareholding requirement strengthens the alignment of executives and senior management with the interests of shareholders and puts their own remuneration at risk to long-term Company performance. In addition, for the chief executive officer and his direct reports, if at the time of appointment to an executive role, the greater of the market value or cost of the individual’s shareholding is less than the value of 10% of their base remuneration, the executive is required to apply no less than 25% of the after-tax value of any STI payment to acquire shares in the Company on or before 31 March of the following financial year. This requirement applies for the first two years of employment as an executive. FBuShare FBuShare is a broad-based employee share plan that aims to promote employee engagement and retention. Employees acquire shares in the Company and, if they continue to be employed after a three year qualification period, they become entitled to receive one award share for every two shares purchased in the first year of the qualification period and still owned at the end of that period. FBuShare does not require any performance criteria to be met. FBuShare has a maximum contribution rate of NZ$5,000 per annum (or the equivalent currency in other countries). Directors are not eligible to participate in FBuShare. CHIEF EXECUTIVE OFFICER’S REMUNERATION Ross Taylor’s annual base salary as at 30 June 2019 was $2,050,000. The remuneration he received for FY19 comprised: Base remuneration Other benefits* * Includes Kiwisaver and medical insurance premium. The following short-term variable incentive was accrued in the current year: Short term variable incentive (STI) FY19 – accrued and payable in September 2019 The following long-term variable incentive was granted during the year: $2,050,248 $106,503 $1,095,819 Executive long-term share scheme (ELSS) 2018 Refer above under ‘Executive and Senior Management Remuneration’ for details of the STI and ELSS. Shares granted 196,495 (1) $2,050,000 In addition to the long-term incentive, a special retention arrangement in the form of a one-off share-based arrangement to the value of $1,000,000 has been put in place for the chief executive officer. The Board recognises the transition the Company is going through and the important part the chief executive officer plays in the successful delivery of the strategy he set in 2018. This share arrangement will vest 30 June 2022 subject to him remaining employed with the Company. (1) Based on a share price of NZ$6.99, being the volume weighted average price for the five business days prior to 1 July 2018. 107 Fletcher Building Limited Annual Report 2019Remuneration Report (Continued) EMPLOYEE REMUNERATION Section 211(1)(g) of the Companies Act 1993 requires disclosure of the number of employees or former employees of the Company whose remuneration and any other benefits received by them during the year in their capacity as employees, was equal to or exceeded $100,000 per annum and to state the number of such employees or former employees in brackets of $10,000. These amounts are included below and include all applicable employees or former employees of Fletcher Building worldwide. The remuneration amounts include all monetary amounts and benefits actually paid during the year, including redundancies and the face value of long-term incentives vested. From NZ$ to NZ$ International business activities New Zealand business activities 499 398 283 193 170 120 101 80 73 64 43 48 27 29 12 14 22 13 9 16 6 7 8 6 8 3 4 4 3 2 2 1 3 2 7 2 501 368 294 200 152 128 91 77 64 50 52 34 41 21 26 21 21 13 15 6 5 5 5 8 5 5 0 3 1 0 3 2 2 3 1 1 100,000 - 110,000 110,000 - 120,000 120,000 - 130,000 130,000 - 140,000 140,000 - 150,000 150,000 - 160,000 160,000 - 170,000 170,000 - 180,000 180,000 - 190,000 190,000 - 200,000 200,000 - 210,000 210,000 - 220,000 220,000 - 230,000 230,000 - 240,000 240,000 - 250,000 250,000 - 260,000 260,000 - 270,000 270,000 - 280,000 280,000 - 290,000 290,000 - 300,000 300,000 - 310,000 310,000 - 320,000 320,000 - 330,000 330,000 - 340,000 340,000 - 350,000 350,000 - 360,000 360,000 - 370,000 370,000 - 380,000 380,000 - 390,000 390,000 - 400,000 400,000 - 410,000 410,000 - 420,000 420,000 - 430,000 430,000 - 440,000 440,000 - 450,000 450,000 - 460,000 108 Total 1,000 766 577 393 322 248 192 157 137 114 95 82 68 50 38 35 43 26 24 22 11 12 13 14 13 8 4 7 4 2 5 3 5 5 8 3 From NZ$ to NZ$ 460,000 - 470,000 470,000 - 480,000 480,000 - 490,000 490,000 - 500,000 500,000 - 510,000 510,000 - 520,000 520,000 - 530,000 530,000 - 540,000 540,000 - 550,000 550,000 - 560,000 560,000 - 570,000 570,000 - 580,000 580,000 - 590,000 590,000 - 600,000 620,000 - 630,000 640,000 - 650,000 660,000 - 670,000 670,000 - 680,000 680,000 - 690,000 690,000 - 700,000 730,000 - 740,000 740,000 - 750,000 790,000 - 800,000 830,000 - 840,000 870,000 - 880,000 890,000 - 900,000 1,000,000 - 1,010,000 1,020,000 - 1,030,000 1,100,000 - 1,110,000 1,280,000 - 1,290,000 1,290,000 - 1,300,000 1,310,000 - 1,320,000 1,340,000 - 1,350,000 1,970,000 - 1,980,000 3,620,000 - 3,630,000 5,070,000 - 5,080,000 International business activities New Zealand business activities Total 3 1 2 2 0 2 3 1 0 0 1 2 1 1 0 1 1 0 0 0 1 1 0 0 0 1 1 1 0 0 0 0 0 1 0 1 0 1 2 3 3 4 3 2 1 2 0 1 2 1 1 0 1 1 1 1 0 0 1 1 1 0 0 0 1 1 1 1 1 0 1 0 3 2 4 5 3 6 6 3 1 2 1 3 3 2 1 1 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2,310 2,263 4,573 Fletcher Building Limited Annual Report 2019Governance The Board is committed to ensuring that Fletcher Building has appropriate corporate governance arrangements in place that are consistent with the size and nature of the Company’s operations. Those arrangements should be disclosed in a meaningful way to maximise transparency and investor confidence. At Fletcher Building, governance is about creating a strong and principled ethics-based culture, where accountability and transparency improve the quality and clarity of decision-making within the Company. The primary objective is to create and adhere to a corporate culture that is open and transparent, develops capabilities, and identifies opportunities to create value for our stakeholders. Key corporate governance highlights this year include: – Strengthened governance, including revitalised delegated financial authorities, the implementation of commercial golden rules and a policy refresh. – The comprehensive induction of the new Board, and the re-organisation and composition of Board committees. – Adoption of the new NZX Listing Rules on 1 July 2019 and roll-out of Board and management training on the new regime. – Systemic review of the Company’s approach to health and safety. The Company is required to disclose the extent to which its corporate governance practices materially differ from the principles and recommendations set out in the NZX Corporate Governance Code ("the Code"). The Company’s approach to applying the principles and recommendations outlined in the NZX Corporate Governance Code is set out below (including where practice materially differs from the Code). The Company’s constitution, the Board and committee charters, code and policies referred to in this statement are available to view on our website at www.fletcherbuilding.com/investor-centre/corporate-governance. This governance statement is current as at 30 June 2019 and was approved by the Board on 20 August 2019. Principle 1 – Code of Ethical Behaviour “Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being followed throughout the organisation.” CODE OF CONDUCT The Company has a written Code of Conduct with which all directors, senior executives and employees are required to comply. The Code of Conduct documents minimum standards of ethical behaviour and the Company’s expectations on loyalty and conflicts of interest, insider trading, holding of offices in another Company or public office, intellectual property and misconduct. In addition, the Company has a written Anti-bribery and Corruption Policy, which provides for a zero-tolerance approach to bribery and corruption, whether in the private or public sector anywhere in the world. All Fletcher Building personnel must adhere strictly to the requirements of this policy. The policy also sets out expectations around giving and receiving gifts, political and charitable donations and dealings with business partners. Fletcher Building has a free phone and online service (“FBuCall”) that can be used by any Fletcher Building staff member to report suspected unacceptable, unethical or illegal behaviour in the workplace. This service is operated by external providers, who act as an independent third party to ensure calls are kept anonymous. SECURITIES TRADING POLICY The Company has a policy that applies to all directors and employees (including any secondee, consultant, adviser or contractor) who are in possession of material information that is not available to the market and who intend to trade, or advise or encourage others to trade, in listed securities of Fletcher Building or any of its subsidiaries. The policy employs the use of blackout periods to restrict persons covered by the securities trading policy who are likely to have knowledge of, or access to, inside information from trading. This group of personnel must also obtain the written consent of the Group General Counsel and Company Secretary prior to any transactions involving Fletcher Building securities. In addition, through our share registry, Computershare Investor Services Limited (Computershare), we actively monitor trading in Fletcher Building shares by our personnel. 109 Fletcher Building Limited Annual Report 2019Governance (Continued) Principle 2 – Board Composition and Performance “To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.” BOARD’S ROLES AND RESPONSIBILITIES The role of the Board is to provide overall strategic guidance and effective oversight of management for the purposes of protecting and enhancing the value of Fletcher Building assets in the best interests of the Company. The Board has statutory responsibility for the affairs and activities of the Company, which in practice is achieved through delegation to the chief executive officer who is charged with the day-to-day leadership and management of the Company. The Board’s roles and responsibilities are formalised in a Board charter, which is available on the Company’s website. The Board charter sets out those functions that are delegated to management and those that are reserved for the Board. Under the Board charter, the Group General Counsel and Company Secretary is secretary to the Board and accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. NOMINATION AND APPOINTMENT OF DIRECTORS Procedures for the appointment and removal of directors are governed by the Company’s constitution. The Nominations Committee makes recommendations to the Board in respect of Board and committee composition and, when required, identifies individuals believed to be qualified to become Board members. Before a person is appointed to the Board, checks as to the person’s character, experience, education, criminal record and bankruptcy history are conducted. Each director receives a letter formalising their appointment. That letter outlines the key terms and conditions of their appointment, including Fletcher Building’s expectations for the role of director, and is required to be countersigned confirming agreement. DIRECTOR INDEPENDENCE The Company acknowledges the importance of having independent directors, ensuring it has the correct balance of skills to optimise the financial performance of the Company and maximise returns to shareholders. The Board currently comprises of eight directors, with a wide range of skills and experience. The qualifications and experience of each of the directors, including length of service, is set out in “Our Board” section on pages 42 and 43. The factors that the Board will consider in whether a director is 'independent' are set out in Appendix A of the Board charter. Any director who has a change in relevant circumstance to any of the factors listed in Appendix A must immediately notify the Chair of that change so that their independence can be re-assessed. If there is a change in the Board’s determination, it will be announced promptly and without delay to the market. The Board considers all the current directors as at 30 June 2019 to be independent. The Chair is an independent director and is not the chief executive officer. A majority of the Board are independent directors. In addition, the Chair of the Audit and Risk Committee is not the Chair of the Board, and pursuant to its charter all members of this committee are non- executive and independent directors. DIVERSITY POLICY Fletcher Building has a Diversity Policy, which is available on the Company’s website. The Remuneration Committee reviews progress against diversity initiatives developed by the Company to deliver outcomes against the Policy. Further information on diversity initiatives can be found in “People and Communities” section on pages 14 to 17. The Board is satisfied with the initiatives being implemented by the Company and its performance with respect to the Diversity Policy. The policy does not currently include a requirement for the Board (or a committee) to set measurable objectives for achieving diversity (as is recommended by the NZX Corporate Governance Code), as the Board has considered diversity outcomes can be achieved without measurable objectives. Fletcher Building is currently developing a comprehensive Diversity and Inclusion strategy which will be introduced during the 2019 calendar year. This will include the establishment of targets, reporting and governance. The Diversity Policy will be reviewed and updated as an output of this work. Additionally, as members of the Champions for Change network in New Zealand, Fletcher Building have provided diversity reporting as input into the Champions for Change Annual Diversity Report 2019, providing benchmark against appropriate external comparators as per current policy requirements. 110 Fletcher Building Limited Annual Report 2019The numbers and proportion of women and men within Fletcher Building as at 30 June 2019 are set out in the table below. Board of directors Executive committee Senior management (1) All employees 2019 2018 Women 2 (25%) 2 (17%) 16 (25%) 20% Men 6 (75%) 10 (83%) 48 (75%) 80% Women 1 (17%) 3 (27%) 15 (25%) 22% Men 5 (83%) 8 (73%) 46 (75%) 78% (1) Senior management for these purposes includes any person who reports to a member of the executive committee. BOARD SKILLS MATRIX The Board has adopted a skills matrix which takes account of the breadth of the Company’s business interests and the nature of the Company’s strategic focus. Skills and diversity that are relatively underweight are considered in making appointments to the Board. – Gender – Strategy – Management – Finance/Accounting – Legal/Governance – Marketing – Information technology – Supply chain – Building Products – Construction – Distribution DIVERSITY INDUSTRY EXPERTISE GEOGRAPHY – Australia business experience – International business experience DIRECTOR INDUCTION AND PROFESSIONAL DEVELOPMENT The Board conducts induction and continuing professional development for directors, which includes visits to Company operations and briefings from key executives and industry experts. Directors are provided with material health and safety information relevant to the business. During the year, the Board concentrated additional efforts on inspecting and further understanding the operations of Fletcher Building. The Board carried out 11 site visits across a range of the New Zealand and Australia businesses. The Safety, Health, Environment and Sustainability Committee conducted a further 15 site visits. In addition, operational general managers provided ‘deep dive’ presentations into their businesses. BOARD PERFORMANCE Reviews of the performance of the Board and individual directors are carried out regularly to ensure the Board as a whole and individual directors are performing to a high standard. The Board carried out a review of its performance and of the committees in mid-2016, with the assistance of an independent consultant Propero Consulting Limited. The review process included an online survey, a range of director and management team interviews, an observation of a Board meeting, a review of Board packs and a Board discussion and feedback session. Propero has been retained by the Board again and is currently undertaking a performance review which will be completed by the end of the calendar year 2019. The process will be similar to that which was followed in 2016. 111 Fletcher Building Limited Annual Report 2019Governance (Continued) Principle 3 – Board Committees “The Board should use committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.” In accordance with the Board charter, various committees have been set up to enhance the Board’s effectiveness in key areas, while still retaining overall responsibility. As at 30 June 2019 the Board committees are: – Audit and Risk Committee – Nominations Committee – Remuneration Committee – Safety, Health, Environment and Sustainability Committee Each committee is governed by a charter setting out its roles and responsibilities. The charter for each committee is available on the Company’s website. Committees do not take action or make decisions on behalf of the Board unless specifically mandated by prior Board authority to do so. Employees only attend meetings of the Audit and Risk Committee and Remuneration Committee at the invitation of the particular committee. From time to time, the Board may create ad hoc committees to examine specific issues on its behalf. Committee Role Audit and Risk Committee (ARC) The role of the ARC is to advise and assist the Board in discharging the responsibilities with respect to external financial reporting, internal control environment, internal audit and external audit functions, and risk management practices. Members Rob McDonald (Chair) Antony Carter Doug McKay Cathy Quinn Nominations Committee The committee’s role is to identify and recommend individuals to the Board for nomination as members of the Board and its committees and the terms, if any, of such membership. All non-executive directors are members of the Nominations Committee Remuneration Committee Safety, Health, Environment and Sustainability Committee (SHES) The principal role of the committee is to oversee and regulate compensation and organisation matters affecting the Company, including remuneration and benefits, policies, performance and remuneration of the Company’s senior executives, management development and succession planning of the chief executive officer and his direct reports. The role of the committee is to assist the Board to provide leadership and policy for SHES management within Fletcher Building. The committee will focus on compliance with legislative and regulatory requirements and the promotion of good SHES governance. Bruce Hassall (Chair) Barbara Chapman (Chair) Antony Carter Steve Vamos Doug McKay (Chair) Martin Brydon Cathy Quinn 112 Fletcher Building Limited Annual Report 2019ATTENDANCE AT BOARD AND COMMITTEE MEETINGS The table below shows directors’ attendance at the Board and committee meetings during the year ended 30 June 2019. Board Audit and Risk Committee Nominations Committee (1) Remuneration Committee Safety, Health, Environment and Sustainability Committee Number of meetings held Bruce Hassall (Chair) (2) Martin Brydon (3) (4) Antony Carter Barbara Chapman (3) (5) Alan Jackson (6) Rob McDonald (3) (7) Doug McKay (3) (8) Sir Ralph Norris (9) Cathy Quinn (3) (10) Cecilia Tarrant (11) Steve Vamos (12) 15 15 14 15 13 6 14 14 1 14 1 14 4 4 4 3 3 3 1 3 1 1 2 2 1 2 1 1 1 1 1 1 1 2 3 2 3 2 2 1 2 1 2 3 5 4 4 1 1 1 1 4 1 4 1 1 (1) All non-executive directors are members of the Nominations Committee. (2) Bruce Hassall succeeded Sir Ralph Norris as Board Chair effective 1 September 2018 and at the same time ceased to be Chair of the Audit and Risk Committee. Bruce attended all committee meetings in an ex officio capacity, excluding his attendance as Chair of the Nominations Committee. (3) Martin Brydon, Barbara Chapman, Rob McDonald, Doug McKay and Cathy Quinn were appointed to the Board on 1 September 2018. (4) Appointed member of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018. (5) Appointed member of the Remuneration Committee effective 1 September 2018 and succeeded as Chair of the Remuneration Committee effective 21 November 2018. (6) Retired from the Board on 20 November 2018 following conclusion of the annual shareholders' meeting. (7) Appointed Chair of the Audit and Risk Committee effective 1 September 2018. (8) Appointed member of the Audit and Risk Committee and Chair of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018. (9) Ceased to be director effective 1 September 2018. (10) Appointed member of the Audit and Risk Committee and the Safety, Health, Environment and Sustainability Committee effective 1 September 2018. (11) Ceased to be director effective 1 September 2018. (12) Ceased to be member of the Audit and Risk Committee effective 1 September 2018. TAKEOVER PROTOCOLS The Board has established detailed protocols that set out the procedure to be followed if there is a takeover offer for the Company, including any communication between Company insiders and the bidder. Principle 4 – Reporting and Disclosure “The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.” CONTINUOUS DISCLOSURE Fletcher Building is committed to ensuring that all of our investors have timely access to full and accurate material information about the Company. Our Continuous Disclosure Policy sets out the internal processes designed to ensure that the Company complies with the disclosure obligations of the NZX and ASX. The Board has adopted this policy, which applies to all members of the Board and executive, all employees in the Fletcher Building and affiliated entities, as well as consultants, contractors and other service providers where they have a relevant contractual obligation to Fletcher Building or one of our businesses. The Continuous Disclosure Policy is available on the Company’s website. Directors formally consider at each Board meeting whether there is relevant material information which should be disclosed to the market. DISCLOSURE OF CODES AND CHARTERS All of our key governance documents (including the Code of Conduct, key corporate policies and Board and committee charters) are available on our website at www.fletcherbuilding.com/investor-centre/corporate-governance. SAFEGUARDING INTEGRITY IN FINANCIAL REPORTING The Audit and Risk Committee oversees the accounting and internal control systems, policies and procedures to ensure compliance with the legal requirements, in respect of accounting policies, financial reporting, internal control, external audit and environmental regulation in all jurisdictions in which the Fletcher Building Group operates. 113 Fletcher Building Limited Annual Report 2019 Governance (Continued) In addition, prior to approving the full year financial statements, the Board received from the chief financial officer a declaration that, in his opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control that is operating effectively. SUSTAINABILITY The Sustainability section on pages 10 and 11 discusses non-financial focus areas for our business, including environmental, economic and social matters. The Board and executives recognise that sustainability is critical to Fletcher Building's success. In FY19, we appointed a Head of Sustainability to lead the development and execution of sustainability strategy for Fletcher Building. Fletcher Building is committed to building strong relationships with our stakeholders. At the local level, our businesses thrive on regular engagement with customers, suppliers, neighbours and local communities. At a Group level, we engage with Government and regulatory authorities. We are members of the following environment and sustainability organisations: – Infrastructure Sustainability Council of Australia – Sustainable Business Council – Lifecycle Association of New Zealand – Sustainable Business Network – NZ Green Building Council Further sustainability information can be found on the Company’s website at www.fletcherbuilding.com/about-us/environment-and-sustainability/. Principle 5 – Remuneration “The remuneration of directors and executives should be transparent, fair and reasonable.” Fletcher Building remuneration structure is designed to attract, reward and retain high performing directors, executives and employees who are able to enhance the Company’s performance. Our practices for setting remuneration are detailed in our Remuneration Policy. The policy is governed by the Remuneration Committee in line with its charter, which is available on the Company’s website. The ‘Remuneration Report’ on pages 104 to 108 outlines in detail the remuneration framework of Fletcher Building, as well as the remuneration of the directors, the chief executive officer and other executives, and senior management. This includes a discussion on share-based remuneration. Principle 6 – Risk Management “Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.” RISK FRAMEWORK The purpose of the risk management framework in the Fletcher Building Group is to ensure that the key risks faced are identified, assessed, controlled, monitored and reported so that the Company can achieve its objectives and protect its people, customers and reputation. The Fletcher Building risk management framework is based on a three lines of defence model as set out below. This starts – and operational accountability ultimately rests – with the managers in the individual business units and the divisional chief executives. Our risk management and assurance processes support this through our Group functions and is overseen by the Board and executive team, with a dedicated internal audit team which takes a risk-based approach to auditing key business activities and reports directly to the Audit and Risk Committee. 114 Fletcher Building Limited Annual Report 2019Internal Audit 3rd Line of Defence: Board, Executive and Internal Assurance 2nd Line of Defence: Group Functions FBU Board ARC Executive Committee Legal People Finance Group Risk EHS Property IT 1st Line of Defence: Operating Units Division Division BU BU BU BU As part of its risk management responsibility, the Audit and Risk Committee receives regular reports of the material, emerging and existing key risks, the current and target risk ratings, and the measures in place to mitigate the risks. The Fletcher Building risk management framework provides a consistent framework for the management of risk, ensuring the alignment with strategy, business processes, corporate knowledge and technology. The Company’s approach aligns with the international risk management framework as established under the International Organisation for Standardisation (ISO) ISO31000:2009 Risk Management – Principles and Guidelines. KEY RISKS The Fletcher Building risk management framework is focused on the nine key commercial (non-Health and Safety) risks that the Company faces across its business. The nine key risks are: – Business Resilience – Supply Chain – Economic Downturn – Workplace Relations – Regulatory and Legal – Product Quality – Contractual – Environment – Technology Through bottom-up business-led risk workshops, the nine key risk and uncertainties for each business are identified, assessed and risk controls/ mitigation plans established with on-going assessment of their effectiveness of the risk controls. The risk and uncertainties that are faced by the individual business units are captured in the enterprise-wide risk management tool, RADAR. The information captured in RADAR enables risk management information captured at the business unit level to be disseminated at higher levels of the organisation. The Group has also increased the cadence of operational risk reporting through business unit operations reviews. This allows the Group to see where decisions are regularly being made when assessing risk in implementing the business strategy and to understand how different risks affect different parts of the business. HEALTH AND SAFETY Fletcher Building has a health and safety management framework called Protect. Management of health and safety risks is discussed in more detail on pages 12 and 13. 115 Fletcher Building Limited Annual Report 2019Governance (Continued) Principle 7 – Auditors “The Board should ensure the quality and independence of the external audit process.” The Audit and Risk Committee performs an annual performance assessment of the external auditor to ensure ongoing quality and effectiveness. EY is our external auditor. The Auditor Independence Policy includes requirements for the rotation of external audit engagement partners. The Auditor Independence Policy is available on our website. In addition, the policy covers the provision of non-audit services by the Company’s auditor. Auditor’s fees and expenses paid to EY are presented within Note 5 of the Group financial statements included in this annual report. The other work performed by the external auditors beyond the statutory audit was pre-approved in accordance with the policy and is not considered to compromise independence as the services did not constitute material sums of money. Representatives from EY attend Fletcher Building’s annual shareholders’ meeting each year, where they are available to answer questions from shareholders relevant to the audit. INTERNAL AUDIT Fletcher Building has an internal audit function, which evaluates and improves the effectiveness of key risk management, control and governance processes. Internal audit develops an annual internal audit plan for approval by the Audit and Risk Committee and is accountable for its implementation. To provide for the independence of the internal audit function, internal audit reports functionally to the Audit and Risk Committee and administratively to the chief financial officer. Principle 8 – Shareholder Rights and Relations “The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with the issuer.” COMMUNICATING WITH SHAREHOLDERS Fletcher Building maintains a website, which includes information about Fletcher Building’s financial performance, operational activities, corporate governance and other information of specific relevance to investors and stakeholders. Core policies on communicating with shareholders are formalised in a Shareholder Communication Policy, which is available on the website. The Company operates an investor relations programme, which includes scheduled interactions with institutional investors, analysts and other market commentators. Presentations are also disclosed on the Company’s website and the NZX and ASX announcement platforms. The Chair meets with major shareholders of the Company in New Zealand and Australia on an annual basis. The chief executive officer and chief financial officer attends an analysts’ and investors’ call after release of the interim and full year results and answer questions raised by analysts and investors. The Board also obtains annually research on the perceptions that the New Zealand and Australian investment community have of the Company, management and performance. ELECTRONIC COMMUNICATIONS Shareholders have the option to receive communications from, and send communications to, Fletcher Building in electronic form. Shareholders are actively encouraged to take up this option. SHAREHOLDER VOTING Major decisions that may change the nature of Fletcher Building business are presented as resolutions at the annual shareholders’ meeting and voted on by shareholders. There have been no major decisions made during the year which would change the nature of Fletcher Building and which would require shareholder approval. ANNUAL SHAREHOLDERS’ MEETING All shareholders are entitled to attend the Company’s annual shareholders’ meeting, either in person or by representative. Resolutions at shareholder meeting are by way of a poll, where each shareholder has one vote per share. Fletcher Building encourages shareholders to ask questions in advance of the meeting, to encourage further engagement with the Company and provide management with a view of the concerns of the Company’s shareholders. Our notice of meeting is sent to all of our shareholders and posted on our website at least 20 working days prior to the meeting. 116 Fletcher Building Limited Annual Report 2019Statutory Disclosures DISCLOSURE OF INTERESTS BY DIRECTORS The following are particulars of general disclosures of interest by directors holding office as at 30 June 2019, pursuant to section 140(2) of the Companies Act 1993. The director will be regarded as interested in all transactions between Fletcher Building and the disclosed entity. Changes to entries disclosed during the year to 30 June 2019 are noted in brackets, for the purposes of section 211(1)(e) of the Companies Act 1993. Bruce Hassall Fletcher Building Industries Limited Prolife Foods Limited The Farmers' Trading Company Limited Bank of New Zealand Fonterra Co-operative Group Limited Chair Chair Chair Director Director Martin Brydon Adelaide Brighton Limited (resigned 30 January 2019) CEO/Managing Director The University of Auckland Business School Advisory Board (resigned 31 January 2019) Member Brydon Investment Holdings Pty Limited CCL Executive Superannuation Pty. Ltd. (resigned 9 January 2019) CCL Staff Superannuation Pty. Ltd. (resigned 9 January 2019) Fletcher Building Industries Limited Rytysh Pty Ltd Sunstate Cement Limited (resigned 7 February 2019) The Cement Industry Federation Limited (resigned 20 March 2019) Director Director Director Director Director Director Director Cement, Concrete & Aggregates Australia (resigned 18 September 2018) Alternate Director Antony Carter Air New Zealand Limited Fisher & Paykel Healthcare Corporation Limited Blues LLP (resigned 1 February 2019) ANZ Bank New Zealand Limited Avonhead Mall Limited Fletcher Building Industries Limited Vector Limited (appointed 1 May 2019) Independent Selection Panel for Fonterra Maurice Carter Charitable Trust Barbara Chapman Genesis Energy Limited The CEO Summit Committee for APEC 2021 (appointed 20 June 2019) The New Zealand Initiative Limited Fletcher Building Industries Limited IAG New Zealand Limited (appointed 1 November 2018) NZME Limited Two Tin Pigs Limited Prime Minister's Business Advisory Council (appointed 18 October 2018) Reserve Bank Independent Expert Advisory Panel (appointed 7 September 2018) Rob McDonald Contact Energy Limited The University of Auckland Business School Advisory Board (appointed 12 March 2019) Chartered Accountants Australia and New Zealand Fletcher Building Industries Limited RSMcDonald Services Limited Sovereign Assurance Company Limited McDonald Family Trust Chair Chair Chair Director Director Director Director Member Trustee Chair Chair Deputy Chair Director Director Director Director Member Member Chair Chair Director Director Director Director Trustee 117 Fletcher Building Limited Annual Report 2019 Statutory Disclosures (Continued) Doug McKay Bank of New Zealand Eden Park Trust Board Fletcher Building Industries Limited Genesis Energy Limited IAG New Zealand Limited National Australia Bank Tourism Transport Limited Wymac Consulting Limited Cathy Quinn Fletcher Building Industries Limited On Being Bold Limited Rangatira Limited (appointed 13 February 2019) Tourism Holdings Limited New Zealand Treasury Advisory Board Council Executive Board of the New Zealand China Council Steve Vamos St Jude's Trust Xero Limited eGeneration Investments Pty Limited Fletcher Building Industries Limited Telstra Corporation Limited (resigned 16 October 2018) The University of Technology Sydney Business School Advisory Board (resigned 24 May 2019) Chair Chair Director Director Director Director Director Director Director Director Director Director Member Member Trustee Chief Executive Officer Director Director Director Member There were no specific disclosures made during the year of any interests in transaction entered by Fletcher Building or any of its subsidiaries. INFORMATION USED BY DIRECTORS There were no notices from directors of the Company requesting to disclose or use Company information received in their capacity as directors. INDEMNITY AND INSURANCE In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, Fletcher Building has continued to indemnify and insure its directors, executives and employees acting on behalf of the Company, against potential liability or costs incurred in any proceeding, except to the extent prohibited by law. The insurance does not cover liabilities arising from criminal actions. DIRECTORS HOLDING OF SECURITIES The Board charter requires non-executive directors (or their associates) to hold at least 20,000 shares in the Company to demonstrate their commitment and alignment with the Company. This shareholding can be acquired at any time prior to the annual shareholders' meeting at which they are first subject to re-election. Non-executive directors do not participate in any Company share or option plan. Disclosure of Directors' interests in securities Securities of the Company in which each director has a relevant interest at 30 June 2019: Director Bruce Hassall (Chair) Martin Brydon Antony Carter Barbara Chapman Rob McDonald Doug McKay Cathy Quinn (1) Steve Vamos (1) Non-Beneficial interest in 30,512,000 capital notes as a Trustee of the St. Jude's Trust. 118 Ordinary Shares Capital Notes 22,242 20,000 67,019 20,000 30,000 20,000 20,000 20,000 150,000 30,512,000 Fletcher Building Limited Annual Report 2019 Disclosure of Directors' interests in share transactions Directors disclosed, pursuant to section 148(2) of the Companies Act 1993, the following acquisitions of relevant interests in Fletcher Building shares during the year ended 30 June 2019: Director Bruce Hassall Martin Brydon Barbara Chapman Rob McDonald Cathy Quinn Steve Vamos Date of acquisition Nature of transaction Consideration Number of ordinary shares acquired 4 October 2018 4-5 October 2018 4 October 2018 4 October 2018 4 October 2018 20 December 2018 On-market purchase On-market purchase On-market purchase On-market purchase On-market purchase On-market purchase NZ$64,870 A$118,362 NZ$130,660 NZ$194,826 NZ$130,000 A$18,505 10,000 20,000 20,000 30,000 20,000 4,085 STOCK EXCHANGE LISTINGS Fletcher Building's ordinary shares are listed and quoted on the Main Board of NZX Limited and the Australian Securities Exchange (ASX) under the company code 'FBU'. Fletcher Building's listing on the ASX is as a Foreign Exempt Listing. Fletcher Building must comply with the NZX Listing Rules, but is exempt from almost all of the ASX Listing Rules. For the purposes of ASX Listing Rule 1.15.3, Fletcher Building confirms that it continues to comply with the NZX Listing Rules. In addition, Fletcher Building Limited maintains a sponsored Level 1 American Depositary Receipt (ADR) program with Deutsche Bank Trust Company Americas (Deutsche Bank). The ADRs trade over the counter in the United States of America (US) under the ticker code 'FCREY', with each ADR representing two ordinary Fletcher Building shares. US investors may prefer to purchase ADRs rather than ordinary shares in Fletcher Building's home market because ADRs trade, clear and settle according to US market conventions. EXERCISE OF NZX DISCIPLINARY POWERS Neither NZX or ASX has taken any disciplinary action against Fletcher Building during the financial year ended 30 June 2019. In particular there was no exercise of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to Fletcher Building during the reporting period. NZX WAIVERS There were no waivers granted by NZX or relied on by Fletcher Building Limited in the 12 months preceding 30 June 2019. DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 JUNE 2019 The total number of voting securities of Fletcher Building at 30 June 2019 was 853,347,141 fully paid ordinary shares, each conferring on the registered holder the right to one vote on a poll at a meeting of shareholders. Size of holding Number of shareholders % of shareholders Number of ordinary shares % of ordinary shares 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total 15,692 13,591 3,143 2,184 144 34,754 45.15 39.11 9.04 6.29 0.41 100.00 6,762,124 32,583,676 22,316,687 48,276,204 743,408,450 853,347,141 0.79 3.82 2.61 5.66 87.12 100.00 119 Fletcher Building Limited Annual Report 2019 Statutory Disclosures (Continued) SUBSTANTIAL PRODUCT HOLDERS According to notices given under the Financial Markets Conduct Act 2013, the following persons were substantial product holders of the Company as at 30 June 2019. The total number of voting securities of Fletcher Building Limited at 30 June 2019 was 853,347,141 fully paid ordinary shares. Number of ordinary shares in which relevant interest is held Date of notice 95,202,683 27 May 2019 47,403,706 18 December 2018 50,303,744 30 November 2018 35,786,943 41,967,254 13 April 2018 19 March 2018 Substantial product holder Perpetual Limited and subsidiaries The Vanguard Group, Inc. Schroder Investment Management (Australia) Limited Ellerston Capital Limited (1) Commonwealth Bank of Australia (1) Ellerston Capital Limited ceased to be a substantial product holder effective 18 July 2019. 20 LARGEST SHAREHOLDERS AS AT 30 JUNE 2019 Holder Name HSBC Custody Nominees (Australia) Limited JP Morgan Nominees Australia Limited HSBC Nominees (New Zealand) Limited - NZCSD JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct - NZCSD HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD Citibank Nominees (New Zealand) Limited - NZCSD Citicorp Nominees Pty Limited National Nominees Limited Accident Compensation Corporation - NZCSD BNP Paribas Nominees (NZ) Limited - NZCSD FNZ Custodians Limited HSBC Nominees A/C NZ Superannuation Fund Nominees Limited - NZCSD BNP Paribas Noms Pty Limited BNP Paribas Nominees Pty Limited ANZ Wholesale Australasian Share Fund - NZCSD Tea Custodians Limited Client Property Trust Account - NZCSD National Nominees New Zealand Limited - NZCSD BNP Paribas Nominees (NZ) Limited - NZCSD JBWere (NZ) Nominees Limited Citicorp Nominees Pty Limited Total Number of ordinary shares 112,206,760 87,285,403 66,121,621 55,820,745 49,252,884 48,740,479 48,553,388 33,141,448 26,916,104 17,084,420 17,035,503 16,110,279 12,844,519 11,494,556 9,879,208 9,129,409 8,907,385 7,707,576 7,580,466 7,044,509 % of issued capital 13.15 10.23 7.75 6.54 5.77 5.71 5.69 3.88 3.15 2.00 2.00 1.89 1.51 1.35 1.16 1.07 1.04 0.90 0.89 0.83 652,856,662 76.51 New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of securities to members. It does not have a beneficial interest in these securities. As at 30 June 2019, total holding in NZCSD were 334,363,562 or 39.18% of shares on issue. AUDITOR FEES EY has continued to act as auditors of the Company. Please refer to Note 5 of the financial statements for audit fees paid to EY in the financial year to 30 June 2019. CREDIT RATING The Company has not sought and does not hold a credit rating from an accredited rating agency. DONATIONS Please refer to Note 5 of the financial statements for donations made in FY19. All political donations must be approved by the Board. 120 Fletcher Building Limited Annual Report 2019 SUBSIDIARY COMPANY INFORMATION The persons listed below respectively held office as directors of Fletcher Building Limited and its subsidiary companies as at 30 June 2019, or in the case of those persons with the letter (R) after their name ceased to hold office during the year. Except where shown below, Fletcher Building's indirect ownership interest as at 30 June 2019 was 100%. No employee of Fletcher Building appointed as a director of Fletcher Building Limited or its subsidiaries receives or retains any remuneration or other benefits, as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings for remuneration disclosed under Employee Remuneration on page 108. Except where shown below, no other director of any subsidiary company within the Group receives director’s fees or other benefits as a director. Company Amatek Holdings Pty Limited Amatek Industries Pty Limited Directors M Brodie, B McKenzie, S Lo Ricco (R) M Brodie, B McKenzie, S Lo Ricco (R) Amatek Investments Pty Limited M Brodie, B McKenzie, S Lo Ricco (R) Approach Signs Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy Austral Bronze Crane Copper Pty Limited M Brodie, B McKenzie, S Lo Ricco (R) Australian Construction Products Pty Limited C Bolt, B Nicholson (R), N Sumich Australian Fibre Glass Pty Limited M Brodie, D Le Quesne, S Lo Ricco (R) Bandelle Pty Limited Baron Insulation Pty Ltd M Brodie, D Le Quesne, S Lo Ricco (R) D Frost (R), P Lavelle, B McKenzie Boden Building Supplies Limited (65%) P Boden, D Fradgley (R), B McEwen Building Choices Limited (75%) G Close, D Fradgley (R), B McEwen Building Prefabrication Solutions Limited D Fradgley (R), B McEwen, B McKenzie Cameron Building Supplies Limited (75%) D Fradgley (R), B McEwen Caravan Components Pty Limited M Brodie, D Le Quesne, S Lo Ricco (R) Cleaver Building Supplies Limited (65%) M Cleaver, D Fradgley (R), B McEwen Crane Enfield Metals Pty Limited M Brodie, B McKenzie, S Lo Ricco (R) Crane Group Pty Limited Crane Share Plan Pty Ltd Crevet Pipelines Pty Ltd Crevet Pty Ltd CTCI Pty Limited M Brodie, B McKenzie, S Lo Ricco (R) M Brodie, B McKenzie, S Lo Ricco (R) B McKenzie, N Sumich M Brodie, B McKenzie, S Lo Ricco (R) G Andrew (R), J Burgess, B McKenzie, A Webster (R), E Woldhuis (R) Davis & Casey Building Supplies Limited (65%) T Davis, D Fradgley (R), B McEwen Delcon Holdings (No. 11) Limited C Bolt, D Fradgley, B McKenzie Delcon Holdings (No. 8) Limited C Bolt, M Kernahan (R), H McBeath, B McKenzie, D Thomas (R) ee-Fit Pty Limited D Frost (R), P Lavelle, B McKenzie Efa Technologies Pty Limited C Bolt, M Brodie, S Lo Ricco (R) Evans Building Supplies Limited D Fradgley (R), B McEwen FBHS (Aust) Pty Limited B McKenzie, P Tudor (R), A Wilson FBII (Puhoi) Limited FBSOL Pty Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy B McKenzie, P Tudor (R), A Wilson Fletcher Building (Australia) Pty Limited C Bolt, M Brodie, D Le Quesne, S Lo Ricco (R), B McKenzie Fletcher Building (Fiji) Pte Limited A Kumar, B Leach, K Lotu-Iiga (R), C White Fletcher Building Educational Fund Limited C Carroll, J McDonald, P Muir Fletcher Building Holdings Limited C Bolt, B McKenzie Fletcher Building Holdings New Zealand Limited C Bolt, B McKenzie Fletcher Building Industries Limited M Brydon, A Carter, B Chapman, B Hassall, A Jackson (R), R McDonald, D McKay, R Norris (R), C Quinn, C Tarrant (R), S Vamos Fletcher Building Infrastructure Investments Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy 121 Fletcher Building Limited Annual Report 2019Statutory Disclosures (Continued) Company Fletcher Building Limited Directors M Brydon, A Carter, B Chapman, B Hassall, A Jackson (R), R McDonald, D McKay, R Norris (R), C Quinn, C Tarrant (R), S Vamos Fletcher Building Nominees Limited J Chapman, M Farrell, J McDonald, H McKenzie, C Munkowits, G Niccol Fletcher Building Products Australia Pty Limited M Brodie, S Lo Ricco (R), B McKenzie Fletcher Building Products Limited C Bolt, M Kernahan (R), B McKenzie, H McBeath Fletcher Building Share Schemes Limited J McDonald, G Niccol Fletcher Building Welfare Fund Nominees Limited R Linton, D Lucas, S Schulz, D Sixton Fletcher Challenge Building Bolivia S.A. M Binns, K Cowie, H Ritchie Fletcher Challenge Building UK Limited S Evans, P Foreman (R), B McKenzie, N Mason (R) Fletcher Challenge Finance Investments Limited C Bolt, B McKenzie Fletcher Challenge Forest Industries Limited S Evans, P Foreman (R), B McKenzie, N Mason (R) Fletcher Challenge Industries S.A. M Binns, K Cowie, H Ritchie Fletcher Concrete (Fiji) Pte Limited C Bolt, A Kumar, B Leach, C White Fletcher Concrete and Infrastructure Limited C Bolt, I Jones, M Kernahan (R), H McBeath, B McKenzie, D Thomas (R) Fletcher Construction (Solomon Islands) Limited B Leach, C White Fletcher Construction Company (Fiji) Pte Limited B Leach, J Matthews Fletcher Distribution Limited C Bolt, B McEwen, D Fradgley (R), B McKenzie Fletcher Insulation Pty Limited D Frost (R), P Lavelle, B McKenzie Fletcher Morobe Construction Limited K Fletcher (R), B Leach, L Mathias, P Moore (R) Fletcher Property Developments UK Limited S Evans, P Foreman (R), B McKenzie, N Mason (R) Fletcher Property Investments UK Limited S Evans, P Foreman (R), B McKenzie, N Mason (R) Fletcher Property Limited Fletcher Residential Limited Fletcher Steel Limited C Bolt, B McKenzie C Bolt, S Evans, B McKenzie C Bolt, D Fradgley (R), H McBeath, B McKenzie Forman Building Systems Limited C Bolt, D Fradgley (R), B McEwen, B McKenzie Gatic Pty Limited B McKenzie, N Sumich Geoff Brown Building Supplies Limited (75%) G Brown, D Fradgley (R), B MCEwen Geraldton Independant Building Supplies Pty Limited J Burgess, B McKenzie Graeme Joy Building Supplies Limited D Fradgley (R), G Joy (R), B McEwen Higgins Contractors Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy Higgins Group Holdings Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy Home&Dry Limited C Bolt, M Kernahan (R), H McBeath, B McKenzie Iplex Pipelines Australia Pty Limited F Hopkins (R), B McKenzie, N Sumich Iplex Pipelines NZ Limited Iplex Properties Pty. Limited C Bolt, M Kernahan (R), H McBeath, B McKenzie, D Thomas (R) B McKenzie, N Sumich Jeffcoats Building Supplies Ltd (68%) D Fradgley (R), R Jeffcoat, B McEwen John Cockburn Building Supplies Limited D Fradgley (R), B McEwen Kemsley Fields Limited (56.8%) S Evans, N Mason (R), R Peachey Ken Jones Building Supplies Limited D Fradgley (R), B McEwen Kenna Building Supplies Limited D Fradgley (R), B McEwen Key Plastics Pty. Ltd. B McKenzie, N Sumich Kimura Building Supplies (2016) Limited (75%) D Fradgley (R), J Kimura, B McEwen Kingston Bridge Engineering Pty Ltd B McKenzie, N Sumich Kinsey Kydd Building Supplies Limited (75%) D Fradgley (R), S Kinsey, B McEwen Koning Building Supplies Limited (75%) D Fradgley (R), J Koning (R), B McEwen Koyana Rocla Pipes Limited M Kotnis, G Sharma, C Shiralkar, A Mahesh 122 Fletcher Building Limited Annual Report 2019Company Directors Kusabs Building Supplies Limited (75%) D Fradgley (R), G Kusabs, B McEwen Laminates Holdings Pty Limited J Burgess, B McKenzie Laminex Finance Pty Limited Laminex Group (N.Z.) Limited Laminex Group Pty Limited D Le Quesne, S Lo Ricco (R), N Sekul C Bolt, F Irazusta (R), H McBeath, B McKenzie J Burgess, B McKenzie Laminex Overseas Holdings Pty Limited M Brodie, D Le Quesne, S Lo Ricco (R) Laminex US Holdings Pty Limited M Brodie, D Le Quesne, S Lo Ricco (R) Leary Building Supplies Limited (75%) D Fradgley (R), B Leary, B McEwen Macready Building Supplies Limited (65%) D Fradgley (R), J Macready, B McEwen Matt Orr Building Supplies Limited (75%) D Fradgley (R), B McEwen, M Orr McGill Building Supplies Limited (75%) B McEwen, J McGill McInnes Building Supplies Limited (75%) B McEwen, G McInnes Mico New Zealand Limited Milnes Holdings Limited C Bolt, D Fradgley (R), B McEwen, B McKenzie M Brodie, S Lo Ricco (R), B McKenzie Moire Road General Partner Limited (51%) A Crocker, S Evans, S Rapson, D Schwartfeger Morinda Australia Pty Limited B McKenzie, P Tudor (R), A Wilson New Zealand Ceiling & Drywall Supplies Limited (90%) C Bolt, D Thomas Ngapo-Kimura Building Supplies Limited D Fradgley (R), B McEwen Northern Iron and Brass Foundry Pty. Ltd. B McKenzie, N Sumich Oliveri Solutions Pty Limited T Broxham, B McKenzie Paul Robinson Building Supplies Limited (75%) D Fradgley (R), B McEwen, P Robinson Pavement Technology Limited Penny Engineering Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy C Bolt, M Kernahan (R), B McKenzie, P Reidy Penrose Retirement Nominees Limited J Chapman, M Farrell, J McDonald, H McKenzie, C Munkowits, G Niccol PinkFit Limited PlaceMakers Limited C Bolt, M Kernahan (R), H McBeath, B McKenzie C Bolt, D Fradgley (R), B McEwen, B McKenzie, PlaceMakers Supply, Fix & Install Limited (75%) G Close, D Fradgley (R), B McEwen Polymer Fusion Education Pty Ltd B McKenzie, N Sumich Raylight Aluminium Limited (87.5%) G Close, M Ellis (R), D Fradgley (R), B McEwen Reece Building Supplies Limited (75%) D Fradgley (R), B McEwen, J Reece Rocla Australia Pty Limited C Bolt, M Brodie, S Lo Ricco (R) Rocla Concrete Pipes Pty Limited C Bolt, M Brodie, S Lo Ricco (R) Rocla Drilling Pty Limited Rocla Industries Pty Limited Rocla Masonry Pty Limited Rocla NSW Pty Limited Rocla Pty Limited Rocla SA Pty Limited Rocla Vic Pty Limited S Cubed Pty Limited C Bolt, M Brodie, S Lo Ricco (R) M Brodie, D Le Quesne, S Lo Ricco (R) C Bolt, S Lo Ricco (R) C Bolt, M Brodie, S Lo Ricco (R) C Bolt, B Nicholson (R), N Sumich C Bolt, M Brodie, S Lo Ricco (R) M Brodie, D Le Quesne, S Lo Ricco (R) B McKenzie, P Tudor (R), A Wilson Seabar Holdings (No 16) Limited C Bolt, D Fradgley (R), B McEwen, B McKenzie, Selwyn Quarries Limited Shed Boss NZ Limited C Bolt, I Jones, B McKenzie, D Thomas (R) C Bolt, D Fradgley, B McKenzie Southbound Building Supplies Limited (75%) D Fradgley (R), B McEwen, A Rance Stanley Building Supplies Limited (75%) D Fradgley (R), B McEwen, B Stanley-Joblin Steven Marshall Building Supplies Limited (65%) D Fradgley (R), S Marshall, B McEwen 123 Fletcher Building Limited Annual Report 2019Statutory Disclosures (Continued) Company Directors Stickland Building Supplies Limited (75%) D Fradgley (R), B McEwen Stramit Corporation Pty Limited B McKenzie, P Tudor (R), A Wilson Sullivan & Armstrong Building Supplies Limited D Fradgley (R), B McEwen Tasman Australia Pty Limited M Brodie, D Le Quesne, S Lo Ricco (R) Tasman Building Products Pty Limited M Brodie, D Le Quesne, S Lo Ricco (R) Tasman Insulation New Zealand Limited C Bolt, M Kernahan (R), H McBeath, B McKenzie Tasman Sinkware North America, Inc. C Bolt TBP Group Pty Limited M Brodie, D Le Quesne, S Lo Ricco (R) Terrace Insurances (PCC) Limited C Bolt, K Carten, M Eades, B McKenzie The Fletcher Construction Company (Fanshawe Street) Limited The Fletcher Construction Company Cook Islands Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy B Leach, M Kernahan (R), B McKenzie, P Reidy The Fletcher Construction Company Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy The Fletcher Construction Company Limited (Samoa Branch) C Bolt, M Kernahan (R), B McKenzie, P Reidy The Fletcher Organisation (Vanuatu) Limited B Leach, Diract Ltd, Lotim Ltd The Fletcher Trust and Investment Company Limited C Bolt, M Kernahan (R), B McKenzie, P Reidy Thomas Street Pty Limited C Bolt, M Brodie, S Lo Ricco (R) Trade Mart Limited Tradelink Pty Ltd C Bolt, D Fradgley (R), B McEwen, B McKenzie T Broxham, B McKenzie Winstone Wallboards Limited C Bolt, M Kernahan (R), H McBeath, B McKenzie, D Thomas Young Building Supplies Limited (75%) D Fradgley (R), B McEwen, C Young As at 30 June 2019, Fletcher Building held an indirect ownership interest in the following associates and joint ventures. Company Ownership Company Ownership Altera Apartments General Partner Limited Altus NZ Limited Bellus Apartments General Partner Limited Byfords Readi-Mix Limited Cromwell Certified Concrete Limited Greenraft Limited Hexion Australia Pty Limited Illico Apartments General Partner Limited Interpipe Holdings Limited JFC Pumps Limited 50% 50% 50% 50% 50% Kaipara Water Transport Limited NX2 Hold GP Limited Oamaru Shingle Supplies Limited P2W Services Limited Rangitikei Aggregates Supplies Limited 33.33% Rodney Aggregates Supplies Limited 50% 50% 50% 50% Saltus Apartments General Partner Limited South Pacific Cement Limited Verto Apartments General Partner Limited Wespine Industries Pty Limited 25% 13.40% 33.33% 50% 50% 50% 50% 14.85% 50% 50% 124 Fletcher Building Limited Annual Report 2019Corporate Directory BOARD OF DIRECTORS REGISTERED OFFICE REGISTRY Bruce Hassall (Chair) Martin Brydon Tony Carter Barbara Chapman Rob McDonald Doug McKay Cathy Quinn Steve Vamos EXECUTIVE TEAM Ross Taylor Chief Executive Officer Bevan McKenzie Chief Financial Officer Charles Bolt Group General Counsel and Company Secretary Dan Anthony Chief Information Officer Claire Carroll Chief People and Communications Officer Wendi Croft Chief Health and Safety Officer Steve Evans Chief Executive Residential and Development Dean Fradgley Chief Executive Australia Ian Jones Chief Executive Concrete Hamish McBeath Chief Executive Building Products Bruce McEwen Chief Executive Distribution Peter Reidy Chief Executive Construction New Zealand Fletcher Building Limited 810 Great South Road, Penrose Auckland 1061, New Zealand Private Bag 92114 Auckland 1142, New Zealand Phone: +64 9 525 9000 Email: fbcomms@fbu.com Web: www.fletcherbuilding.com Australia Level 4, 68 Waterloo Road Macquarie Park, NSW 2113, Australia Locked Bag 3501 North Ryde BC, NSW 1670, Australia Phone: +61 2 8986 0900 AUDITOR EY PO Box 2146 Auckland 1140, New Zealand SOLICITOR Bell Gully PO Box 4199 Auckland 1140, New Zealand INVESTOR RELATIONS ENQUIRIES Aleida White Head of Investor Relations Email: investor.relations@fbu.com Phone: +64 9 525 9043 COMPANY NUMBERS NZ Incorporation 1104175 NZBN 9429037065836 ARBN 096 046 936 Computershare Investor Services Limited (Computershare) looks after our share register and is your first point of contact for any queries regarding your investment in Fletcher Building. You can view your investment portfolio, elect to enrol in our Dividend Reinvestment Plan, indicate your preference for electronic communications, supply your email address, change your details or update your payment instructions relating to Fletcher Building at any time by visiting the Computershare Investor Centre at www.investorcentre.com/nz. New Zealand Computershare Investor Services Limited Private Bag 92119 Auckland 1142, New Zealand Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622, New Zealand Phone: +64 9 488 8777 Fax: +64 9 488 8787 Email: enquiry@computershare.co.nz Web: www.computershare.com/nz Australia Computershare Investor Services Pty Limited GPO Box 3329 Melbourne, VIC 3001, Australia Yarra Falls, 452 Johnston Street Abbotsford, VIC 3067, Australia Phone: 1800 501 366 (within Australia) Phone: +61 3 9415 4083 (outside Australia) Fax: +61 3 9473 2500 Receiving your communications electronically We encourage shareholders to receive investor communications electronically as it keeps costs down, delivery of our communications to you is faster and it is better for the environment. All you need to do is log in to www.investorcentre.com/nz and update your ‘Communication Preference’ to enable us to send all your investor correspondence electronically where possible. 125 Fletcher Building Limited Annual Report 2019

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