ALL OF US TOGETHER... FONTERRA ANNUAL REPORT 2012 FONTERRA CO-OPERATIVE GROUP LIMITED MAKE ONE FONTERRA. Fonterra shareholders, Martin O'Neill and Tania Connor with son Cody O'Neill. The couple farm at Opotiki. MAKE ONE FONTERRA. ONE PLACE ONE PEOPLE ONE AMBITION Fonterra is one to the power of many – the thousands of shareholders and our people who work together as one seamless unit to bring the best of dairy nutrition to the world. That’s the co-operative way, all of us working to one purpose for the benefit of all. FONTERRA ANNUAL REPORT 2012 1 CONTENTS:2 Chairman’s Review 6 Chief Executive’s Review 26 Business Review and Sustainability 42 Corporate Governance 50 Financial Statements 106 Statutory Information 119 Five Year Summary CHAIRMAN’S REVIEW The past twelve months have been intense, but worth it. I can pass on the Chairman's baton knowing our Co-operative is in good hands and in good heart. Good hands because we have a leadership team led by a Chief Executive whose commitment to the Co-operative is as big as his ambition for us. We have a Chairman-elect whose belief in the co-operative model comes from his heart as a farmer and his head as an astute director. Behind them both are good, loyal shareholders and staff. Good heart because, even though it’s been a year of intense and sometimes divisive debate, we are unanimous on the value of our co-operative model and farmer control and ownership of it. We’ve all worked hard in the co-operative’s best interests all year. We’ve also got on with the job, with record milk flows, production and export volumes showing our integrated co-operative model working at its best. The effort has paid off. Twelve months ago we were still wrestling with the redemption risk which has been hanging over Fonterra since our formation in 2001. Today, we have in Trading Among Farmers (TAF) a solution which takes care of redemption risk and retains 100 per cent farmer control and ownership. 2 FONTERRA ANNUAL REPORT 2012 The 66.45 per cent vote in June which gave TAF the go-ahead was a massive milestone on a six-year road. I am tremendously proud that shareholders turned out in record numbers, representing over 85 per cent of milksolids – the best turnout I have seen in 20 years of co-operative governance. I am also tremendously proud of their tenacity. It’s been a long and exhaustive effort by the entire Co-operative, but it has been worth it. There is more work to be done, but the back of the work is broken. TAF will solve a challenge which has been with us since day one. Our capital structure was always a weakness because of redemption risk. We made the decision to live with it in return for the bigger prize of getting Fonterra under way. Now, TAF will ensure a stable, permanent capital base for the Co-operative, secures our future and will support progress with our strategy to grow volumes and value. We broke new ground with the formation of Fonterra. We are doing it again with a robust solution which is unique to us and we are close to implementation. We have always had vigorous debate before making the game-changing decisions. Debate is healthy and necessary. It crystallises what’s important, and that’s a co-operative controlled and owned by farmers. We also recognised the value we have in our integrated business model and the competitive advantage this gives us. We are now a single-minded, customer-led and focused business, with an unbroken supply chain right back to the farmgate. Our integrated business model, which puts us in control of quality, food safety and product mix, is a real competitive strength. We will be driving it for all it’s worth through our refreshed strategy which takes this strength and focuses our efforts where we know we can win. Strength also comes from our game- changing GlobalDairyTrade™ (GDT). Launching the world’s first online trading platform for dairy commodities in 2008 enabled three transformations of the market. It made pricing transparent, it established a traceable global index for dairy commodities and it laid the RECORD MILK COLLECTION PAYOUT Volume (million litres/day)1 100 80 60 40 20 0 TOTAL 6.37 0.27 TOTAL 7.90 0.30 TOTAL 6.40 0.32 8 6 4 2 0 6.10 FY2010 0.23 7.60 FY2011 0.25 6.08 FY2012 0.10 Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun DIVIDEND 1 FARMGATE MILK PRICE 2 RETENTIONS 3 2011 / 2012 2010 / 2011 2009 / 2010 Source: Fonterra 1 Volumes represent a six-day moving average of daily production 1 Cents per share 2 $ per kgMS 3 Retentions are calculated as net profit after tax attributable to Co-operative Shareholders divided by number of shares at 31 May, less dividend per share because generations of farmers had built up a global reputation for the milk made here. That reputation continues to open customers’ doors and consumers’ fridges around the world. I am proud of our progress, honoured to be part of it and full of enthusiasm for what’s next. I am grateful for the support I’ve had from shareholders, directors, my family and the wider Fonterra family during my time as Chairman. It has been a privilege and I look forward to contributing to the future success of our united Co-operative. Thanks. HENRY VAN DER HEYDEN CHAIRMAN groundwork for some of the most important performance goals we set and strive for in the Co-operative. Now we are firmly focused on outperforming the GDT™ commodity price and raising our returns to shareholders. We saw our integrated co-operative model come into its own this year. It will go on the record books as an extraordinary one for dairy with near-perfect conditions through much of the year in dairy- producing countries and a record-breaking performance here at home. Shareholders will receive a final payout of $6.40 per share for a fully shared up farmer after retentions of 10 cents per share, comprising a Farmgate Milk Price of $6.08 kgMS and a dividend of 32 cents per share. Farmers will always measure our performance by the Fonterra Farmgate Milk Price. Today we have a structure, processes, strategy and performance measures all aligned to achieve the best Farmgate Milk Price and the best profit in each season and we are clear on how both are achieved. As well as delivering the best Farmgate Milk Price, our strategy is designed to increase returns above it, increasing shareholder wealth through dividends. We have come a long way in 11 years, and we’re going to go a lot further. Every step of progress has been made because our people in the business and our shareholders have shared the common goal of turning a national champion into a global one. All of us together make Fonterra what it is today. It has meant making some big calls, but most have paid off and the Co-operative is stronger. We’ve gained a lot and lost little. Dairy is still an industry where families can start out small, as my parents did, make a good go of it and hand over to the next generation. It’s also an industry which can accommodate big visions and operations. Our co-operative model provides the framework for both to succeed. We’ve made the most of our inheritance. Fonterra left the blocks with a head start FONTERRA ANNUAL REPORT 2012 3 ONE PLACE. THAT IS OUR INSPIRATION. NEW ZEALAND. 4 FONTERRA ANNUAL REPORT 2012 “FONTERRA IS A CITIZEN OF THE WORLD, BUT THERE IS ONLY ONE PLACE WE CALL HOME, NEW ZEALAND.” Great growing conditions during the season meant record volumes produced on farms like this one in Taranaki. FONTERRA ANNUAL REPORT 2012 5 IT STARTS HERE. FROM THIS ONE PLACE, NEW ZEALAND, WE’VE CREATED A GLOBAL MARKET FOR OUR PRODUCTS AND WE’RE BRINGING THE RETURNS BACK HOME. 6 FONTERRA ANNUAL REPORT 2012 THEO SPIERINGS CHIEF EXECUTIVE One place underpins our scale with the high-volumes of quality milk produced in New Zealand flowing from our shareholders’ farms, through our factories and out into the world. We’re one tight team from grass to glass. NEW ZEALAND IS OUR HOME GROUND From one place, we’ve set our sights on satisfying global dairy demand. We’re playing to our strengths – our seamless supply chain, years of dairy knowledge and great people working as one to take dairy to the world and bring home the returns. Our know-how, can-do attitude, means our growth and ambition will never be defined by the geographic boundaries of home. Our strong roots here in New Zealand support our growth in the markets where we see opportunities, while our skills enable us to seize these chances quickly to grow volumes and value. As the sign on our shareholders’ gates says, “It starts here.” We created a competitive advantage when we formed Fonterra. It’s all about scale, with around 89 per cent of all the milk produced in New Zealand flowing from farms owned by our shareholders, through our factories and out into the world. Our Co-operative comprises 10,578 Fonterra farmers and 17,300 Fonterra people, working as one tight team. This team is the world’s largest dairy processor and the world’s largest operator in the globally traded market for dairy. Collectively we processed 17 billion litres of milk in New Zealand this season. These record milk flows led to record export volumes. 10,578 Farmer shareholders 17,300 People 17BILLION LITRES OF MILK PROCESSED IN NEW ZEALAND THIS YEAR FONTERRA ANNUAL REPORT 2012 7 ONE PLACE | GLOBAL PRESENCE ONE PLACE – STRONG ROOTS SUPPORT OUR GROWTH As the year's results have shown, one place powers our performance, with our integrated business model collecting, processing and exporting record volumes to deliver the best Farmgate Milk Price and dividend to our shareholders. But our know-how means opportunities for growth don’t stop at the New Zealand coastline. Global demand for quality dairy nutrition means demand for milk is expected to grow by at least 100 billion litres by 2020. On current forecasts, it’s expected we can grow milk volumes from New Zealand by another five billion litres by 2020. Using our strong knowledge base here in New Zealand, we’re moving to selectively invest in milk pools which can satisfy the demand we cannot meet from here. That protects the integrity of our integrated business model, keeping control in our hands as we expand. GRASS TO GLASS IS OUR UNIQUE ADVANTAGE Our integrated business model gives us grass to glass control of quality. S S A R G R E K N A T 8 FONTERRA ANNUAL REPORT 2012 G N I S S E C O R P G N I S U O H E R A W S E L A S S S A L G G N I P P I H S MILK DEMAND IS EXPECTED TO GROW BY AT LEAST 100 BILLION LITRES BY 2020. Canterbury is a growth area for milk, with our Darfield site developed to manage the volumes. FONTERRA ANNUAL REPORT 2012 9 ONE PEOPLE. WORKING TO ONE PRINCIPLE. ENRICHING LIVES. 10 FONTERRA ANNUAL REPORT 2012 “THE WORLD IS A “THE WORLD IS A BETTER PLACE WITH BETTER PLACE WITH DAIRY. WE ENRICH LIVES DAIRY. WE ENRICH LIVES THROUGH BETTER THROUGH BETTER NUTRITION AND WE NUTRITION AND WE ENRICH COMMUNITIES ENRICH COMMUNITIES BY HONOURING WHAT’S BY HONOURING WHAT’S IMPORTANT TO THEM.” IMPORTANT TO THEM.” In partnership with the Taranaki community, Fonterra has transformed Nowell's Lakes from retired dairy land into an award winning community asset. Doug Hutchinson (right) and Trevor Redmond, Supervisor Operator, Whareroa Environmental, admire the results. FONTERRA ANNUAL REPORT 2012 11 GUARDING GOODNESS. ENRICHING LIVES IS ABOUT KNOWING THE ROLE WE PLAY IN THE AREAS WHERE WE OPERATE. 12 FONTERRA ANNUAL REPORT 2012 ONE PEOPLE | ENRICHING LIVES Milk is pure and simple, so is our approach. What do people want? That’s simple, too. Healthy productive lives, supported by trusted nutrition at every age and stage in life. We’re listening, using our dairy knowledge to make products which enrich people’s lives around the world. We’re also listening to our communities. After all, we’re part of them. Communities, like co-operatives, are enriched when we all come together and work on what’s important. FONTERRA MILK FOR SCHOOLS: SHARING THE BENEFITS We produce some of the best milk in the world. It’s only right we share. More than 120 Northland primary schools have participated in the pilot of Fonterra Milk For Schools, providing a free serving of chilled Anchor™ Lite UHT milk every school day. The pilot launched on 19 March 2012 with the support of Northland schools, communities and health organisations. The pilot will see over a million packs of milk delivered to Northland children in 2012. Reports from participating schools are that a daily dose of dairy nutrition is already helping children’s ability to learn and concentrate. FONTERRA RURAL MATERNITY AND INFANT HEALTH-CARE COMMUNITY PROGRAMME Fonterra and China’s Soon Ching Ling Foundation have been improving access to medical services for women and children in rural areas of China. The five-year programme, funded by a USD 5 million donation from Fonterra, has helped Guizhou, Hubei and Gansu provinces improve the overall health of women and children. A review of the third year of the programme in Guizhou showed: 11,633 Medical healthcare workers trained to improve their medical skills as they work to reduce the risks associated with pregnancy in rural areas and to improve the overall health of women and children. 117 117 sets of donated medical equipment used to provide treatment for over 96,000 individuals improving local medical facilities and their capabilities. 2,250 15 donated ambulances have helped transport more than 2,250 women and patients in critical conditions, covering a total of 155,000 miles. Emergency transport is challenging in Guizhou province because of geographic conditions, so these ambulances play an important role in providing access to care. 33 per cent Over 33 per cent reduction in maternal mortality and over 9 per cent reduction in infant mortality. FONTERRA ANNUAL REPORT 2012 13 ONE PEOPLE | SUPPLY FONTERRA L-R: Brent Spencer (Regional Food Safety Manager, Fonterra) Geoff Spark (Fonterra Supplier in Canterbury) Roger Kilpatrick (Regional Manager, Fonterra) SUPPORTING BETTER ENVIRONMENTAL PERFORMANCE. We’re working with our shareholders, regional councils, iwi and local communities to make a difference in water quality in dairying regions in New Zealand. It’s a work in progress, but we have made a good start. We continue to make good progress with our Effluent Management Programme. Since inception on 1 August 2010 to 31 July 2012, we have closed almost 2,400 cases, enabling farmer shareholders to bring their effluent systems up to required standards. Regional councils are reporting improved compliance performance, acknowledging farmers’ and our work as a contributor. But there’s more to be done. We have taken action by making stock exclusion from waterways a condition of supply. Shareholders are now required to exclude stock from all waterways that permanently contain water, are wider than one metre and deeper than 30cm at any point. The Supply Fonterra Waterway Management Programme is actively working to ensure that shareholders meet this requirement by December 2013. These initiatives are part of our Supply Fonterra Programme. It covers all aspects of milk quality and environmental management to help shareholders meet the regulatory and market requirements that are now part of everyday dairying life. Supply Fonterra includes the Nitrogen Management Programme which will collect and analyse nitrogen on each shareholder’s farm. It will be used to provide each Fonterra farmer with reliable annual information about their farm’s nitrogen conversion efficiency and modelled nitrogen loss, enabling them to take steps to limit the losses which influence water quality. 14 FONTERRA ANNUAL REPORT 2012 ONE PEOPLE | ALL ALIGNED Good people come with strong values. We share in our belief in Fonterra's values: Co-operative Spirit; Do What's Right; Challenge Boundaries; and Make It Happen. With 17,300 staff globally, Fonterra has one of the most diverse workforces of any New Zealand-based company in terms of skills, cultures and geographies. 36 per cent of our team live and work overseas. With their New Zealand-based colleagues, our people bring experience, knowledge and passion to our Co-operative. We want our people to succeed in their professional and personal lives. Our people strategy fosters high performance, personal development and makes Fonterra a great place to work. We aim for world-class health and safety, highly engaged teams, building meaningful careers for all our staff and growing our next generation of leaders. FONTERRA ANNUAL REPORT 2012 15 GOOD PEOPLE MAKING GOOD PRODUCTS. ONE AMBITION. THE NATURAL SOURCE OF DAIRY NUTRITION. FOR EVERYBODY, EVERYWHERE, EVERY DAY. 16 FONTERRA ANNUAL REPORT 2012 “OUR STRATEGY PLAYS TO OUR STRENGTHS AND TAKES ITS LEAD FROM WHAT THE WORLD WANTS.” In vibrant Shanghai we’re developing dairy products and premium ingredients, to meet the needs of Chinese customers and consumers. FONTERRA ANNUAL REPORT 2012 17 BETTER HEALTH GROWS WEALTH. OUR GOAL IS SIMPLE, GROW RETURNS. 18 FONTERRA ANNUAL REPORT 2012 ONE AMBITION | GROW RETURNS We’re focusing on our strengths, where we can win and the biggest opportunities for growth. We’ve got a lot to work with; quality milk, an integrated business, a strong product portfolio, great customers and passionate people. We take our lead from what the world wants; the growing demand for dairy nutrition in emerging markets and meeting the nutritional needs of the young, the ageing and foodservice customers. So the goal is more volume and more value. Volume growth to stay relevant in the global market and maintain our leadership position; and producing more high value products the world wants. Ambition to action – we’re making it happen in these priority areas. EVERYDAY 1 OPTIMISING NZ MILK PRODUCTS OUT-OF-HOME ADVANCED ENABLERS 2 BUILDING AND GROWING BEYOND OUR CURRENT CONSUMER POSITIONS 3 DELIVERING ON OUR FOODSERVICE POTENTIAL 4 GROWING OUR POSITION IN AIDING MOBILITY AND BONE HEALTH 5 DEVELOPING SELECTED LEADING POSITIONS IN PAEDIATRICS AND MATERNAL 6 SELECTIVELY INVESTING IN SECURE MILK POOLS 7 ALIGNING BUSINESS STRUCTURE WITH ORGANISATIONAL STRATEGY STRATEGY STRUCTURE FONTERRA ANNUAL REPORT 2012 19 ONE AMBITION | PROGRESS 1 OPTIMISING NZ MILK PRODUCTS 2 BUILDING AND GROWING BEYOND OUR CURRENT CONSUMER POSITIONS 20 FONTERRA ANNUAL REPORT 2012 In the past year, the VSO programme has delivered over $18 million in savings and is making good progress towards its goal – to create one integrated plan from customer demand through manufacturing, logistics and back to the customer, ultimately delivering more value to shareholders. The benefits have come through improved processes – creating less rework, increased production schedule attainment and more accurate master data. It also means we are getting better at matching what we plan to sell into actual sales. In the coming year VSO will continue to improve decisions around what we make and sell to ensure we get the best value out of every litre of milk. NZ Milk Products is the heart of our business that collects, processes, sells and ships milk from our New Zealand farmers around the world. It includes our exports to all markets including our biggest, China. We already have projects underway to improve the way we use our manufacturing plants in New Zealand, drive efficiencies and achieve further gains in quality. We are adding value for customers by better tailoring our services and product offerings so we can beat base commodity prices. Our processing capacity was boosted this year with construction of our first drier at Darfield. It is capable of processing 2.2 million litres a day. Stage Two will be ready by spring 2013. As we become more and more customer- led, our Value Stream Optimisation (VSO) programme is putting in place the systems and processes to rapidly turn market signals into successful sales. Our strategy identifies opportunities to grow both volume and value through everyday nutrition, especially in emerging markets, and through growing the market shares of our well-known, higher-value consumer brands. Everyday nutrition grows volumes by enabling cost-conscious consumers in emerging markets to benefit from dairy delivered in affordable formats, including UHT and powdered milks. This builds on already established positions in this category in markets like Sri Lanka where pack sizes for Anchor™ full cream milk powder start at just 75 grams, rising to one kilogram, and where we are the undisputed market leader in family milk powders. At the same time, our established higher- margin consumer brands, particularly Anlene™ in mobility and Anmum™ in maternal and paediatric nutrition, present opportunities for growth through new markets and through innovation. During the year, good volume growth was achieved in Sri Lanka across all categories and especially in milk powder, while Hong Kong, Vietnam and China confirmed our view that our consumer product portfolio offers opportunities for growth. Shareholders will always earn more from a tonne of high-value Anlene™ than a tonne of standard whole milk powder, so growing volumes also grows value in line with our strategy. With dairy demand forecast to increase substantially in Indonesia over the next eight years, our strategy demands that we’re ready to capitalise on this growth, building on our 40-year reputation in this market. In April, we announced plans to invest in a blending and packing plant in Indonesia to help support the growing demand for high-quality dairy nutrition in this country. This investment will support the local expansion of Fonterra’s consumer brands Anlene™, Anmum™ and Anchor Boneeto™ throughout Indonesia and the plant is expected to be operational next year. Indonesia is one of the fastest growing markets. This investment in our local packing and blending capabilities will not only help meet local demand, but also the Association of Southeast Asian Nations (ASEAN) region’s growing appetite for dairy nutrition. Anchor™ is delivering everyday nutrition through fresh, powdered and UHT milk formats, yoghurts, cheese and dairy spreads. It is sold in around 70 countries through our consumer and foodservice channels. It is not only our leading brand by global reach, but also by heritage, having first appeared on Waikato- made butter back in 1886. The Anchor™ branded butter went on to win first prize at the Melbourne Exhibition of 1888 – surely a sign of good things to come. Anchor™ has a strong presence in New Zealand, Sri Lanka, Asia, the Middle East and the Pacific. It is backed by the Anchor Institute which funds nutritional research by established scientific and medical experts, ensuring consumers get the best from the dairy in their diet. FONTERRA ANNUAL REPORT 2012 FONTERRA ANNUAL REPORT 2012 FONTERRA ANNUAL REPORT 2012 FONTERRA ANNUAL REPORT 2012 212121 21 BRAND ESTABLISHED 1886 70 COUNTRIES SELLING ANCHOR™ ONE AMBITION | PROGRESS 3 DELIVERING ON OUR FOODSERVICE POTENTIAL Fonterra’s Foodservice business operates in around 50 countries with our portfolio of cheese, cream, butter, yoghurt, pastries and beverages designed to meet the needs of chefs and commercial kitchens. 4 GROWING OUR POSITION IN AIDING MOBILITY AND BONE HEALTH Anlene™ is our clinically proven milk that provides all the important nutrients for bone health and calcium absorption. Bone health has a natural connection to mobility. a natural connection to mobility. We’re leveraging our We’re leveraging our expertise to extend expertise to extend Anlene™ in the Anlene™ in the mobility category mobility category for nutrition. for nutrition. 22 FONTERRA ANNUAL REPORT 2012 We are the only dairy company in Asia Pacific with this sustained focus – turning chefs’ needs into profitable solutions. We have invested to accelerate our Foodservice potential, opening an upgraded innovation centre in Shanghai in May. It is allowing us to work more closely with major customers and the foodservice industry, especially in product development to meet consumer needs. It is a high potential area with demand for dairy products like cheese and cream from bakeries alone growing by over 50 per cent every year in some second tier cities such as Harbin, Chongqing and Xiamen. Demand in tier one cities such as Shanghai, Beijing and Guangzhou is growing by 20 to 30 per cent per year. In addition, the new centre is developing innovative dairy nutrition products for Chinese customers and consumers. China is a significant priority in Fonterra’s global strategy and our ability to develop unique products and formats that suit the needs of the local population will be important to capturing growth there. We are also exploring dairy’s benefits in managing gout which also influences mobility. A study supported by Fonterra and published in the British Medical Journal's Annals of the Rheumatic Diseases during the year showed that a daily dose of skimmed milk, enriched with two value- add ingredients naturally found in dairy products, may reduce the frequency and intensity of gout flares. This is the first clinical trial to study dietary intervention in gout, and was conducted by Dr Nicola Dalbeth from the University of Auckland's Bone and Joint Research Group in conjunction with scientists from the Fonterra Research Centre and the University's Department of Medicine. Fonterra has patented the use of the two ingredients in relation to gout and is currently investigating opportunities to bring this new solution to gout sufferers globally. Our Group Strategy Refresh identified growth potential in emerging markets – China, ASEAN, the Middle East, North Africa and Latin America (Latam). We are generating growth in higher-margin products such as our Anchor™ specialty cooking creams. Alongside selling our established everyday dairy nutrition, such as butter and the cheese portfolio, we’ve created new, branded foodservice solutions which meet the specific needs of chefs. This responds to trends in these emerging markets, especially the growing propensity of consumers to dine out. By putting our own chefs in the kitchen, especially in ASEAN and China, we’re talking directly to the chefs interested in using our products and showing them how these can be used in profitable additions to their menus. In Singapore for example, our work with the 35-store outlet Polar Puff and Cakes chain saw us develop a completely new bakery item for the customer called Hokkaido Cake. Concept to launch took less than three months delivering incremental revenue to the customer and growth in UHT cream sales to Fonterra. Anlene™ has a loyal consumer following and now has market leadership in the Gulf Co-operation Council in the Middle East, Sri Lanka, Thailand, Singapore, Malaysia, Indonesia, Vietnam, Hong Kong and the Philippines. We are supporting its market penetration in China with advertising and promotional spending and post re-launch in 2009 the brand became market leader in Shanghai and Guangzhou. The brand recorded constant currency growth of 10 per cent in Asia/AME during the year and is one of our big during the year and is one of our big three, contributing around three, contributing around 20 per cent of segment revenue. segment revenue. Our Fonterra Research Centre has a team Our Fonterra Research Centre has a team focused purely on bone health and developing focused purely on bone health and developing new products to extend the Anlene™ offer, new products to extend the Anlene™ offer, including Anlene Total™ to promote joint including Anlene Total™ to promote joint health using a form of glucosamine. health using a form of glucosamine. To support our total mobility offering, To support our total mobility offering, research will expand into muscle health research will expand into muscle health and the prevention of muscle wastage in and the prevention of muscle wastage in the elderly. Results will be used to expand the elderly. Results will be used to expand Fonterra's own consumer brands and Fonterra's own consumer brands and bring science-led solutions to our NZ Milk bring science-led solutions to our NZ Milk Products customers. Products customers. SHAPING OUR FUTURE WITH OUR PRODUCTS. WE'RE TUNING INTO BAKERS' NEEDS , UNLOCKING DEMAND GROWTH FOR DAIRY IN FOODSERVICE. FONTERRA ANNUAL REPORT 2012 23 5 DEVELOPING SELECTED LEADING POSITIONS IN PAEDIATRICS AND MATERNAL Our Anmum™ nutritional portfolio for mothers and children is an established leader in meeting their nutritional needs, achieving constant currency growth of 16 per cent in Asia/AME this year. We have continued to grow the brand and our market share, with Anmum™ the leading maternal milk brand in seven countries across the region. In Malaysia, the brand has performed strongly in the infant formula follow-on milk category. This was achieved on the back of a significant effort to provide medical professionals with the results of third-party research into the benefits of key nutrients such as probiotics and gangliosides. In Vietnam, Anmum Materna™ performed well, supported by a new marketing campaign. ONE AMBITION | PAEDIATRICS 24 FONTERRA ANNUAL REPORT 2012 ONE AMBITION | PROGRESS 6 SELECTIVELY INVESTING IN SECURE MILK POOLS New Zealand has earned a reputation for safe, high-quality milk. As demand in global markets far exceeds what we can produce here in New Zealand, we’re using all our years of experience to produce quality milk in selected markets, notably China and Latam. These investments complement our New Zealand-origin product sales and enable us to participate in the new demand of at least 100 billion litres forecast for dairy by 2020. It’s a win-win for our shareholders who earn money on this milk, even if they don’t produce it, as the value of the milk brings back higher returns for them. Growing volumes enables us to stay relevant as a global supplier, especially with large customers who need us to have the scale to provide the volumes they need. It also protects some of our established positions. China is a good example. We are committed to farm developments there and to supporting its local industry. This helps maintain access for our New Zealand milk exports to China, currently our largest export market. The year saw continued progress in building a sustainable, high-quality fresh milk supply in China which we are using to provide dairy nutrition for local consumers. In April we officially opened our second China farm, Yutian Farm One, and announced plans to develop three new large-scale dairy farms in the Hubei province. Their development means over time we will have a hub with five farms within the area. Combined, they will have a herd size of around 15,000 milking cows producing 150 million litres a year and all in close proximity to the large market of Beijing. The hub follows our first farm in Hangu which opened in 2007 and Yutian Farm One, opened in April 2012. 7 ALIGNING BUSINESS STRUCTURE TO ORGANISATIONAL STRATEGY Fonterra has great people, with the energy and drive to make things happen. Having identified our strategic priorities, we moved quickly to align our structure to ensure we can deliver. The new structure is aligned to our focus on markets with the best growth opportunities and categories where we can win. It puts more resources in key emerging markets while right-sizing resources in Europe and North America. Having determined the consumer categories which offer most potential, based on what consumers are looking for, we have also strengthened our resources with a new nutrition division to drive growth. Our new structure, effective from 1 August 2012, is closely aligned to our volume and value priorities. It will see us focus our capital, our energy, our innovation and our brand portfolio on achieving the best results. FONTERRA PREVIOUS BUSINESS UNIT / REPORTABLE SEGMENT NEW BUSINESS UNIT BY GEOGRAPHY2 NZ MILK PRODUCTS1 AUSTRALIA NEW ZEALAND (ANZ) ASIA/AME NZ Milk Products ANZ ASEAN/MENA MILK SOURCING ARRANGEMENTS • Farmer Shareholders • In-market (Australia) KEY OPERATIONS • Collection and processing of milk, marketing and distribution of NZ Milk Products • NZ Milk Products • Branded consumer and Foodservice business in NZ • Integrated consumer dairy and milk processing business in Australia • International distribution from Australia and New Zealand • RD1 • Predominantly from NZ Milk Products Greater China/ India • NZ Milk Products • In-market milk sourcing being developed • Branded consumer and Foodservice business • Branded consumer and Foodservice business KEY BRANDS3 • NZMPTM • AnchorTM, Bega®, MainlandTM, Fresh’n’FruityTM, Tip TopTM, Nestlé® Ski®, KapitiTM and Western StarTM • AnleneTM, AnmumTM, AnchorTM and FernleafTM • AnleneTM, AnmumTM and AnchorTM LATAM Latam • In-market • NZ Milk Products • Soprole – integrated consumer dairy and milk processing business • Dairy Partners Americas (DPA) – integrated consumer dairy and milk processing business • SoproleTM, HuesitosTM, CaliforniaTM, Ninho SoleilTM, DosTM, AlamosTM, NextTM, ActivTM, ChamytoTM, and ChandelleTM GROUP-WIDE FUNCTIONS Fonterra Nutrition People, Culture and Services Office of the CFO Group Strategy Mergers and Acquisitions Group Optimisation and Supply Chain Co-operative Affairs 1 Formerly known as Standard & Premium Ingredients. 2 Business unit names are only a broad guide to regions in which Fonterra operates. For example, there are some countries that fall within the ASEAN/MENA business unit that are located outside the ASEAN/MENA region such as Sri Lanka and Mauritius. 3 Key brands are owned by the Fonterra Group or used under licence. FONTERRA ANNUAL REPORT 2012 25 CONTENTS: FOREWORD . . . . . . . . . . . . . . . . . . . . . . 27 highlights . . . . . . . . . . . . . . . . . . . . .28 2012 KEY DRiVERs . . . . . . . . . . . . . . . .30 gROup OVERViEW . . . . . . . . . . . . . . . . 31 businEss sEgmEnts . . . . . . . . . . . . . 32 sustAinAbilitY . . . . . . . . . . . . . . . . . 40 gOVERnAncE . . . . . . . . . . . . . . . . . . . .42 ONE YEAR. BUSINESS REVIEW AND FINANCIAL PERFORMANCE. FOR THE YEAR ENDED 31 JULY 2012. 26 FONTERRA ANNUAL REPORT 2012 BY THE NUMBERS What an extraordinary year for dairy. Record milk flows in New Zealand were matched by exceptional growth globally, with markets hard-pressed to absorb the volume. We took the challenge head–on, growing exports by 11 per cent while managing price volatility. We delivered strong growth in profit before tax, driven by good performances from our NZ Milk Products and Latam businesses, offset by a significantly higher tax expense for the year. Returns to our farmer Shareholders were $6.40 per share for a 100 per cent share-backed supplier after retentions of 10 cents per share, comprising a Farmgate Milk Price of $6.08 per kilogram of milksolids (kgMS) and a dividend of 32 cents per share. Payout was down 19 per cent on the prior year, with the Farmgate Milk Price lower as a result of lower global dairy prices and the strength of the New Zealand dollar. However, overall Shareholder earnings were supported by the significantly higher volumes produced by farmers, which helped ease the impact of that lower Farmgate Milk Price. Our Co-operative performed well, growing both volumes and value, even with declining prices. We handled the price volatility by managing our product mix effectively and adding value for customers to secure sales prices above GlobalDairyTrade™ (GDT™) benchmarks. Our regional businesses achieved mixed performances, with Latam and Asia/AME showing strong constant currency performance, while ANZ earnings declined in the face of a very tough trading environment in Australia. As this year has shown, vast volumes of milk alone don’t deliver the best returns to farmers. Volume has to go hand in hand with value. Our Group Strategy Refresh, developed and delivered in the first half of the calendar year and now underway, is designed to achieve this. Speed matters in a volatile world. Having developed our strategy and secured the full support of the Board, we have moved quickly on execution. The planned implementation of Trading Among Farmers (TAF) will further support this. Both our strategic priorities and TAF set the stage to drive us forward as a united Co-operative. All of our energies can be devoted to maximising the performance of our integrated business. An absolute priority is to deliver the best Farmgate Milk Price, as well as the profits which will further fund growth and back dividends. Our Shareholders and our people are united in our belief in co-operative principles, in the collective strength of our Co-operative and in our confidence that we are making the right moves to grow our place in the global market. All of us together make one Fonterra. THEO CHIEF EXECUTIVE OFFICER FONTERRA ANNUAL REPORT 2012 27 ONE YEAR HIGHLIGHTS REVENUE (NZD) $19.77B NET PROFIT AFTER TAX (NZD) PAYOUT (NZD) $624m $6.40 FARMGATE MILK PRICE (NZD) DIVIDEND PER SHARE (NZD) EARNINGS PER SHARE (NZD) $6.08 32C 42C NORMALISED EBIT (NZD)1 19% ASIA/AME 50% NZMP 13% LATAM 2( 2%( % ) 2%( OTHER ( OTHER OTHER 20% ANZ VOLUMES Volume (‘000 MT) 4,000 3,875 3,750 3,625 1. 03 BILLION 1 Earnings before interest, tax and non-recurring items. 3,500 3,772 3,866 3,941 FY2010 FY2011 FY2012 28 FONTERRA ANNUAL REPORT 2012 SEGMENT EARNINGS1 IN NZD MILLIONS FOR THE 2012 YEAR ASIA/AME $194 MILLION AUSTRALIA & NEW ZEALAND $204 MILLION LATAM $129 MILLION NZ MILK PRODUCTS $515 MILLION 1 Earnings before interest, tax and non-recurring items. FONTERRA ANNUAL REPORT 2012 29 KEY DRIVERS OF EARNINGS FOR 2012 Fonterra is the world’s largest milk processor handling around 22 billion litres of milk each year. The Co-operative’s integrated and geographically diverse portfolio of world-class assets produce high-quality dairy products that include base nutrition, foodservice, branded consumer products and advanced nutrition. Fonterra has an extensive global sales network servicing customers in more than 100 countries. NORMALISED EBIT3 1.03 BILLION 30 FONTERRA ANNUAL REPORT 2012 KEY HIGHLIGHTS: • • • • • • Record New Zealand milk flows, up 11 per cent to 1,493 million kilograms of milksolids (kgMS) in the current milk season Total Group sales volume growth of 2 per cent to 3.9 million metric tonnes (MT) Farmer Shareholders with 100 per cent share-backed supply received a payout of $6.40 after retentions for the 2012 year, which was 19 per cent lower than the prior year. Payout includes a Farmgate Milk Price of $6.08 per kgMS, and a dividend of 32 cents per share. Retentions were 10 cents per share1 Normalised earnings before interest and tax2 up 2 per cent to $1.03 billion Higher operating cash flow of $1.4 billion up $206 million Our economic gearing ratio3 was 39.1 per cent as at 31 July 2012, down from 41.8 per cent in 2011 1 Retentions are calculated as net profit after tax attributable to Co-operative Shareholders divided by number of shares at 31 May 2012, less dividend per share. 2 Earnings before interest, tax and non-recurring items. 3 Based on economic net interest bearing debt to economic net interest bearing debt plus equity. This reflects the effect of debt hedging in place at reporting date. Equity excludes the cash flow hedge reserve. SELECTED FINANCIAL INFORMATION1 NZD MILLION Total sales volume (‘000 MT) Revenue Normalised EBITDA2 Normalised EBIT3 Normalised EBIT margin (%) Net finance costs Profit Before Tax Tax (expense)/credit Profit for the period Earnings per share (cents)4 Dividends per share (cents) Return on Capital Employed⁵ FY2012 3,941 19,769 1,520 1,028 5.2% (310) 677 (53) 624 42 32 9.3% FY2011 3,866 19,871 1,494 1,005 5.1% (406) 622 149 771 55 30 9.4% % CHANGE 2% (1%) 2% 2% 24% 9% (136%) (19%) (24%) 7% 1 Historical financial information includes normalisation adjustments to enable a like-for-like comparison. 2 Earnings before interest, tax, depreciation, amortisation, and non-recurring items of $41 million (FY2011: ($23) million). 3 Earnings before interest, tax and non-recurring items. 4 Represents net profit attributable to equity holders of the Company divided by the weighted average number of shares on issue during the year. 5 Pre-tax Return on Capital Employed (ROCE) is calculated as normalised EBIT divided by capital employed. Capital employed is calculated as monthly average net assets excluding net debt, derivatives, taxes and investments (other than equity investments). GROUP OVERVIEW Fonterra delivered strong growth in its profit before tax for the financial year to 31 July 2012, despite the challenges in the global economy. This was offset by a significantly higher tax expense for the year due to the recognition of deferred tax credits in FY2011 linked to one-off transactions. RECORD MILK FLOWS (kgMS) 1,493 MILLION Record milk production and export volumes underpinned a solid operating performance by Fonterra for the year to 31 July 2012 with normalised earnings before interest and tax up 2 per cent to $1.03 billion. Despite the challenging global environment with volatile dairy commodity prices, Fonterra performed well and the result for the 2012 year reflects success in growing both volumes and value. The Co-operative delivered strong growth in profit before tax, up 9 per cent on the prior year to $677 million, largely as a result of strong performance from our NZ Milk Products business. A significantly higher tax expense, up $202 million, due to the recognition of deferred tax credits in the prior year linked to one-off transactions, resulted in a 19 per cent decline in net profit after tax to $624 million. gOOD VOlumE AnD VAluE gROWth The higher volume was mainly as a result of strong growth in our NZ Milk Products business, up 6.6 per cent1, following record milk collected last season. This was partly offset by lower sales volumes in our Australia and New Zealand (ANZ) business and the sale of the Western Australia dairy business which we sold in March 2011. Whilst commodity prices fell during the year exacerbated by the strength of the NZD, sales revenue was only down by 1 per cent due to volume gains. Normalised EBIT increased by 2 per cent to $1.03 billion. Key drivers behind the improved normalised EBIT performance were higher price achievement in our sales book in NZ Milk Products and effective management of our product mix. This improvement was partly offset by a fall in the profitability of our ANZ business, which continued to be impacted by challenging trading conditions. The stronger NZD also had a negative influence on the earnings of some of our Asian and Latin American consumer operations. The two key non-recurring items for the 2012 year were impairment losses recorded in Latam of $8 million and restructuring costs of $30 million associated with the Group Strategy Refresh. Net finance costs were $310 million, which was $96 million lower than last year. Finance costs decreased mainly due to favourable fair value movements in respect of basis spreads and lower average market interest rates. Our operating cash flow improved by $206 million to $1.4 billion and our gearing ratio improved by 2.7 percentage points to 39.1 per cent at year-end. This is based on economic net interest bearing debt to economic net interest bearing debt plus equity2. businEss REstRuctuRE The Fonterra business has been reorganised to focus on efficiency and customer opportunities. The new structure took effect from 1 August 2012 for Financial Year 2013. The key geographies are NZ Milk Products, ANZ, Latam, ASEAN/ MENA and Greater China/India. These are supported by Fonterra Nutrition which targets product development across the regional businesses and includes specialist areas like Paediatrics and Foodservice. The new business structure aligns our organisation to deliver our Group Strategy Refresh. gROup cAsh FlOWs AnD cApitAl inVEstmEnt Fonterra continued to invest in new capacity during the year to process growing New Zealand milk volumes. We also had a focused investment in farms in China as part of our strategy to establish offshore milk pools in key strategic regions. Volatility in commodity prices and currency was a key factor driving the level of investment in working capital last year, mainly through the impact on valuation of inventory and accounts receivable. 1 Total sales volume, external and inter-segment. 2 Reflects the effect of debt hedging in place at reporting date. Equity excludes the cashflow hedge reserve. SUMMARY OF GROUP CASH FLOWS NZD MILLION Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities FY2012 1,390 (826) (349) FY2011 1,184 CHANGE 17% (488) (69%) (433) 19% FONTERRA ANNUAL REPORT 2012 31 1 NZ MILK PRODUCTS Volume: Value: Sales volume up 7 per cent1 to 2.8 million MT Strong normalised EBIT2 growth to $515 million up 23 per cent Higher Return on Capital Employed (ROCE) to 7.6 per cent up from 6.7 per cent Good performance in out-of-home and paediatrics markets Record milk collection led to record exports Darfield construction – the first bags of whole milk powder rolled off the production line in August 2012 pRicE REAlisAtiOn, bEttER pRODuct mix AnD shORtER cOntRActs At a normalised EBIT level, NZ Milk Products delivered a strong performance, up 23 per cent to $515 million, compared to last year. This was mainly as a result of achieving higher prices above GDT™ through our continued efforts to add value to our products, and from effective management of our product mix. We increased our average price premiums relative to GDT™ prices compared to those from the previous period. This reflected a better focus on benchmarking sales prices relative to GDT™ by our sales teams, achievement of premiums for security of supply to our key customers, and some benefit from falling dairy product prices as a result of a limited number of remaining longer-term contracts. We have swapped most of our long-term customer contracts to shorter tenor pricing arrangements indexed to GDT™. As we move forward, this will progressively shift our sales book closer to the spot market and reduce earnings volatility. Our improvement in gross profit included a positive product mix effect compared to that of last year. We managed to optimise our sales book effectively to match the most profitable streams and this had a positive influence on profitability for the period. REcORD milK FlOWs The 2012 dairy season (1 June 2011 to 31 May 2012) provided unusually strong conditions for pasture growth in New Zealand resulting in a significant increase in our New Zealand milk collection to 1,493 million kgMS, representing an 11 per cent increase on last season. Our total sales volume increased by 7 per cent to 2.8 million MT, largely reflecting the significant increase in milk collected in the financial year and the continued demand for high quality dairy nutrition. This volume growth was offset by weaker dairy product prices and was exacerbated by a stronger NZD compared to the USD resulting in revenue growth of only 1 per cent. 1 Total sales volume, external plus inter-segment. 2 Earnings before interest, tax and non-recurring items. 32 FONTERRA ANNUAL REPORT 2012 CONTRIBUTION MARGIN PER MT SALES VOLUMES After taking into account selling, marketing and distribution expenses, our contribution margin per MT was as follows: NZD MILLION Sales volume (‘000 MT)1 Gross profit Selling, marketing and distribution expenses Contribution margin Contribution margin (per MT) Growth 1 Total sales volume, external and inter-segment. FY2012 2,847 1,406 (309) 1,097 385 7% FY2011 2,670 1,212 (253) 959 359 25% Metric Tonnes (‘000) 1,200 1,000 800 600 400 200 0 FY2011 FY2012 9 4 0 , 1 3 3 9 3 1 5 1 6 4 4 1 4 2 8 4 8 5 6 6 8 9 2 3 2 3 4 5 4 6 6 4 WHOLE MILK POWDER SKIM MILK POWDER CREAM CASEIN CHEESE OTHER KEY FINANCIALS1 NZD MILLION Sales volume (‘000 MT)2 Revenue Cost of New Zealand milk New Zealand manufacturing costs Other costs of goods sold Gross profit Normalised EBIT3 Normalised EBIT margin Normalised EBITDA4 Return on Capital Employed5 FY2011 CHANGE FY2012 2,847 15,717 2,670 15,593 (9,033) (10,235) (2,689) (2,589) 1,406 515 3.3% 895 7.6% (2,437) (1,709) 1,212 420 2.7% 799 6.7% ROCE5 8% 7% 6% 5% 4% 3% 2% 1% 0 6.7% FY2011 7.6% FY2012 7% 1% 12% (10%) (51%) 16% 23% 12% 1 FY2011 has been restated to reflect the movement of Quick Service Restaurants (QSR) into NZ Milk Products from ANZ and China Foodservice out of NZ Milk Products into Asia/AME. These both occurred in FY2012. 2 Total sales volume, external and inter-segment. 3 Earnings before interest, tax, and non-recurring items. 4 Earnings before interest, tax, depreciation, amortisation and non-recurring items. 5 Pre-tax Return on Capital Employed (ROCE) is calculated as normalised EBIT divided by capital employed. Capital employed is calculated as monthly average net assets excluding net debt, derivatives, taxes and investments (other than equity investments). gOOD pERFORmAncE in Out-OF- hOmE AnD pAEDiAtRics mARKEts During the year we focused on expanding our Foodservice business, which is aimed at the rapidly growing ‘out-of-home nutrition’ market. This resulted in higher sales volumes which supported strong growth in earnings. Leveraging the growing demand for infant nutritional products globally, NZ Milk Products also benefitted from strong volume growth in semi and fully-finished products, and specialised ingredients that are supplied to the infant formula manufacturers. cOntinuED cOst impROVEmEnts While New Zealand manufacturing costs increased by 10 per cent this year, on a per kgMS of production basis manufacturing costs were consistent year on year. Other costs of goods sold, which primarily relates to non-New Zealand sourced milk, increased by 51 per cent mainly due to the consolidation of RD1 (fully acquired in July 2011), asset impairments, and the sell down of higher valued opening inventory. Our operating expenses increased by 22 per cent primarily as a result of higher volumes which gave rise to higher storage and distribution costs, and the acquisition of RD1. A measure of the underlying operational performance of the business is contribution margin per MT of sales. This measure strips out the impact of both volume changes, and dairy product price, and exchange rate fluctuations, which are largely reflected in the cost of New Zealand milk through the Farmgate Milk Price and the cost of globally-sourced milk. inVEsting in OuR FutuRE With DARFiElD Darfield, our new manufacturing site in Canterbury started processing milk shortly after the end of the 2012 financial year. This is a significant investment and is a new plant built on Fonterra’s first greenfield processing site in approximately 16 years. It will be one of our most efficient powder plants, located in the heart of one of the fastest growing dairying regions in New Zealand. The efficiency, capacity and flexibility of Darfield will help us drive further performance improvements for our New Zealand milk business. FONTERRA ANNUAL REPORT 2012 33 2 AUSTRALIA & NEW ZEALAND Volume: Value: Sales volume down 4 per cent1 in Australia after adjusting for the sale of Western Australia Normalised EBIT2 down 20 per cent to $204 million Strong focus on maximising cash flow through working capital management and cutting discretionary spend Market shares in Australia largely stablilised through increased trade and promotional spend New Zealand market shares remain strong Significant reshaping of Fonterra’s continuing operations in Australia and New Zealand The trading environment in Australia has been challenging over the last two years. This was mainly driven by weakening consumer spending which resulted in increased pressure on pricing to drive volume and market share and greater competition in the cheese and yoghurt categories. 1 Total sales volume, external plus inter-segment. 2 Earnings before interest, tax and non-recurring items. 34 FONTERRA ANNUAL REPORT 2012 lOWER EARnings Adjusting for last year’s sale of the Western Australia dairy business, our total sales volume in Australia and New Zealand (ANZ) of 959,000 MT was 4 per cent1 lower than that of the previous financial year. Volume was down 3 per cent in Fonterra Brands Australia as a result of tough trading conditions and loss of private label contract volume, and marginally down in both New Zealand businesses. In Australia, we managed to largely maintain market share across most categories in a very competitive market with higher trade and promotional spend. Our ingredients business in Australia remained broadly stable in 2012, and our Foodservice business continued to achieve solid growth with volume of 30,000 MT. Normalised EBIT was down 20 per cent to $204 million, with increased trade spend in Australia being one of the main reasons for this decline. Our New Zealand business had marginal growth in EBIT, on the back of our market leading competitive position and our continued focus on operating efficiencies. Fonterra Ingredients Australia’s milk collection volumes were similar to those recorded for last year, although sales volumes declined 3 per cent to 330,000 MT. EBIT was lower due to the higher milk price paid to our suppliers in response to strong competition for milk supply. AUSTRALIA VOLUME MARKET SHARE BY CATEGORY NEW ZEALAND VOLUME MARKET SHARE BY CATEGORY % 40 30 20 10 0 FY2011 FY2012 14.4 14.1 26.7 27.4 24.7 25.2 29.7 29.0 % 80 60 40 20 0 FY2011 FY2012 62.2 63.8 21.3 22.2 49.7 46.2 42.2 43.5 69.0 65.5 56.1 54.2 15.0 15.1 SPREADS YOGHURT CHEESE DAIRY DESSERTS ICECREAM SPREADS YOGHURT CHEESE DAIRY FOOD FLAVOURED MILK FRESH WHITE MILK Source: Fonterra analysis of published market data. KEY FINANCIALS1 NZD MILLION Sales volume (‘000 MT)2 Revenue – consumer and foodservice Revenue – dairy nutrition Eliminations (intra-segment) Total revenue Normalised EBIT3 Normalised EBIT margin Normalised EBITDA4 Sales and marketing as a % of revenue5 Return on Capital Employed6 FY2012 959 2,414 1,812 (378) 3,848 204 5.3% 281 3.3% 7.1% FY2011 CHANGE (13%) (7%) (6%) 42% (9%) (20%) (16%) 1,096 2,582 1,925 (267) 4,240 256 6% 336 3.6% 8.5% 1 FY2011 has been restated to reflect the movement of QSR into NZ Milk Products from ANZ. This occurred in FY2012. 2 Total sales volume, external plus inter-segment. 3 Earnings before interest, tax and non-recurring items. 4 Earnings before interest, tax, depreciation, amortisation and non-recurring items. 5 Total revenue, external plus inter-segment. 6 Pre-tax Return on Capital Employed (ROCE) is calculated as normalised EBIT divided by capital employed. Capital employed is calculated as monthly average net assets excluding net debt, derivatives, taxes and investments (other than equity investments). REshAping AnZ innOVAtiOn ANZ benefited from a number of successful product launches as a result of ongoing product innovation. These included the launch of lactose free milk, Zero Lacto™, into New Zealand, the introduction of a new probiotic yoghurt, Symbio™, in New Zealand and diet yoghurt brand, Soleil™, in Australia, all of which appeal to a health conscious audience. to a health conscious audience. We expect the pricing and retailing pressure in the Australian market to be structural in nature, and this has been a catalyst for Fonterra to address the cost base of our ANZ business. In 2012 significant focus was placed on reducing our working capital and discretionary spend. At the end of 2012 a further range of initiatives commenced, including a reduction in headcount and a rationalisation across the supply chain. In addition to this, our management team at ANZ also commenced the successful implementation of a new enterprise software package to help respond to the challenging environment. FONTERRA ANNUAL REPORT 2012 35 3 ASIA / AME Volume: Value: Sales volume growth of 3 per cent1 Normalised EBIT growth of 8 per cent on a constant currency basis2 Maintained market leadership position in Anlene™ in target markets across Asia and the Middle East as well as Shanghai and Guangzhou in China Asia, Africa and the Middle East (Asia/ AME) achieved good results given the various challenges encountered during the year. These included increases in commodity prices, devaluation of the Asia/AME basket of currencies against the NZD, supply constraints, tightening regulatory environment and the impact of floods. Continued roll-out of Anlene™ and Anmum™ into China – with strong volume growth Supply chain issues in Indonesia and flooding in Thailand impacted earnings VOlumE AnD REVEnuE gROWth OpERAtiOnAl chAllEngEs Despite these challenges, Asia/AME achieved volume growth of 3 per cent and constant currency revenue growth of 10 per cent. The increase in volumes and revenue was driven by a strong performance in Sri Lanka across all categories, and strong growth in Vietnam, Hong Kong, Philippines and Malaysia as a result of good performance in Anlene™ and Anmum™. China Brands had good volume growth with early launch momentum in Jiangsu coupled with market share gains in Shanghai and Guangzhou. This strong performance was partially offset by continued supply issues, combined with muted demand and constraints on advertising activities in Indonesia, flooding and UHT supply issues in Thailand and a price premium gap on our product offerings compared with competition in Taiwan (New Young). Middle East volumes were also impacted by sales disruption due to distributor transition and pricing competition. 1 Total sales volumes, external plus inter-segment. 2 Constant currency movement calculated by applying prior period foreign exchange rates to current period results. 36 FONTERRA ANNUAL REPORT 2012 ANLENE MARKET SHARE #1 BAHRAIN #1 QATAR #1 KUWAIT #1 GUANGZHOU #1 VIETNAM #1 SHANGHAI #1 SAUDI ARABIA #1 UAE #1 SRI LANKA #2 TAIWAN #1 HONG KONG #1 PHILIPPINES #1 THAILAND #1 SINGAPORE #1 MALAYSIA #1 INDONESIA KEY FINANCIALS1 NZD MILLION Sales volume (‘000 MT)2 Revenue EBIT3 EBIT margin EBITDA4 Sales & marketing as a % of revenue5 Return on Capital Employed6 FY2012 264 1,855 194 10.5% 204 15.4% 25.1% FY2011 CHANGE 3% 3% 1% 1% 256 1,793 193 10.8% 202 14.9% 26.8% 1 FY2011 has been restated to reflect the movement of China Foodservice out of NZ Milk Products into Asia / AME. This occurred in FY2012. 2 Total sales volume, external plus inter-segment. 3 Earnings before interest and tax. 4 Earnings before interest, tax, depreciation and amortisation. 5 Total revenue, external plus inter-segment. 6 Pre-tax Return on Capital Employed (ROCE) is calculated as normalised EBIT divided by capital employed. Capital employed is calculated as monthly average net assets excluding net debt, derivatives, taxes and investments (other than equity investments). cOntinuED succEss With AnlEnE™ AnD Anmum™ Our Anmum™ brand in Malaysia has a market leadership volume position in the Infant Formula/Follow-On premium segment. This achievement is reflected in the constant currency revenue growth in Malaysia of 6 per cent. The roll-out of our consumer brands business in China has continued to be successful with Anlene™ maintaining its leadership position in bone health dairy products in Hong Kong, Shanghai and Guangzhou. Our China Foodservice business is now supplying some of the largest food businesses operating in China. Significant growth in out-of-home dining in China continues, being driven by urbanisation, economic prosperity and income growth. Ebit gROWth Selling and marketing expenses were higher than last year mainly because of an increase in advertising and promotions spend of around 11 per cent in constant currency. The higher spend was focussed on our continued expansion in China and ongoing investment in Vietnam and Hong Kong to build brand awareness and fuel another level of growth as well as investments in Indonesia to support new product launches. Our EBIT of $194 million was 1 per cent higher than last year. On a constant currency basis our EBIT was up 8 per cent reflecting the higher revenue growth, which we achieved after taking into account the higher advertising and promotion spend in China. FONTERRA ANNUAL REPORT 2012 37 4 LATAM Volume: Value: Sales volume growth of 2 per cent1 Soprole’s normalised EBIT grew 13 per cent on a constant currency basis2 Investing to upgrade Chilean yoghurt production to address capacity constraints Continued focus on new product innovation and an improved product mix Challenging conditions for Dairy Partners Americas (DPA) Latin America (Latam) achieved a favourable performance with volume growth and improved margins in Soprole. Dairy Partners Americas (DPA) had growth in normalised EBIT, but this was primarily because of a review in our manufacturing cost arrangements and the business faced some challenging conditions in several of its markets. stROng pERFORmAncE FROm sOpROlE Soprole had total sales volume growth of 2 per cent, as a result of a better product mix although this was constrained to some extent by our capacity constraints in yoghurts and dairy desserts. Our revenue was slightly lower at $805 million mainly because of the strong NZD, but in constant currency revenue was up 4 per cent. Our focus on improving margins resulted in a normalised EBIT for Soprole of $83 million, which was 6 per cent higher than last year. On a constant currency basis normalised EBIT growth was even higher, up 13 per cent compared to last year. Our continued success with new product innovation resulted in an improved product mix, with an increase in volumes in the higher margin dairy product categories like mature cheese and margarine, and reduced volumes in the lower margin white liquid milk category. This was partially offset by our increased investment in advertising and promotion to support the Soprole™ brand, and higher freight and third party warehousing costs. A key feature of our Soprole business has been the focus on innovation, with over 35 per cent of consumer sales represented by product innovations introduced in the last three years. 1 Total sales volumes, external plus inter-segment. 2 Constant currency movement calculated by applying prior period foreign exchange rates to current period results. 38 FONTERRA ANNUAL REPORT 2012 FONTERRA’S INVESTMENT IN LATIN AMERICA DPA CONSUMER DPA MANUFACTURING SOPROLE DPA CONSUMER DPA MANUFACTURING SOPROLE SOPROLE’S CONSTANT CURRENCY PERFORMANCE1 NZD MILLION FY2012 FY2011 CHANGE Revenue Normalised EBIT 863 88 830 78 4% 13% 1 Constant currency movement calculated by applying prior period foreign exchange rates to current period results. FY2012 FY2011 CHANGE 319 805 129 10.3% 154 6.1% 19.2% 312 830 119 9.4% 140 10.2% 17.4% 2% (3%) 8% 10% KEY FINANCIALS NZD MILLION Sales volume (‘000 MT)1 Revenue Normalised EBIT2 Normalised EBIT margin for Soprole Normalised EBITDA3 Sales & marketing as a % of revenue4 Return on Capital Employed5 1 Total sales volume, external plus inter-segment. 2 Earnings before interest, tax and non-recurring items. 3 Earnings before interest, tax, depreciation, amortisation and non-recurring items. 4 Total revenue, external plus inter-segment. 5 Pre-tax Return on Capital Employed (ROCE) is calculated as normalised EBIT divided by capital employed. Capital employed is calculated as monthly average net assets excluding net debt, derivatives, taxes and investments (other than equity investments). Soprole began execution of a project to increase its yoghurt production capacity, which will become available from January 2013. Our team is also in the process of developing a new central distribution centre that is likely to be completed late next year. chAllEnging cOnDitiOns FOR DAiRY pARtnERs AmERicAs Total DPA-related income of $46 million was 14 per cent up on last year after normalising for an impairment of $8 million in the value of the investment in Venezuela. DPA faced a number of challenges during the year. In Brazil, higher commodity costs could not be fully recovered through pricing, while our promotional costs increased in response to new competition. Venezuela remained a difficult market, including managing the effect of price controls across major categories and high rate of inflation. In Ecuador, flooding in large parts of the country disrupted distribution channels for a two month period. FONTERRA ANNUAL REPORT 2012 39 FONTERRA AND SUSTAINABILITY 93 per ceNt Of waste re-used Or recycLed 8.2 custOMer vaLue MaNageMeNt scOre 63 per ceNt reductION IN trIfr Over fIve years 40 FONTERRA ANNUAL REPORT 2012 fonterra is committed to operating sustainably and contributing to the communities in which we operate. we aim to use resources responsibly, tracking our performance with regard to water, carbon, energy use and waste. WAtER In the 2012 financial year, Fonterra’s New Zealand manufacturing sites used 35.8 million cubic metres of fresh water, recycling or reusing 7.8 per cent. This compares with the prior year’s consumption of 35.5 million cubic metres, with 7.3 per cent reused or recycled. The marginally higher consumption in 2012 relates to higher processing volumes in a record season. Recycling reduces the volume of water required for processing and also lessens the wastewater volume. Our Australian sites withdrew 2.3 million cubic metres of water in the period from 1 July 2011 to 30 June 2012, compared to 2.6 million cubic metres in the prior year. WAstE Fonterra’s eco-efficiency programme continues to reduce the environmental impact of manufacturing through redesigning operational systems, reusing non-recyclable materials and recycling. We aim to reuse or recycle at least 90 per cent of the solid waste produced. In 2012, 92.59 per cent of waste was reused or recycled in our New Zealand operations compared to 92.26 per cent in 2011. Fonterra has partnered with Envirofert Ltd in New Zealand to divert food waste from landfill. Dairy products that are past their ‘best before date’, damaged or out of specification are now either converted into stock food or composted. The operation includes a de-packaging plant which recovers product packaging for recycling, with rebates donated to local not-for-profit organisations. Since operations began in January 2012, 1,228 tonnes of product was diverted from landfill. Fonterra has also installed over 430 recycling bins at schools and milk depots as part of our Milk for Schools pilot programme in Northland. The Tetra Pak milk cartons are collected and shipped to Thailand where they are recycled into fibre or into roofing sheets and composite boards used in the building industry. At year-end, 44 tonnes of cartons had been collected with 24 tonnes exported for recycling. EnERgY The efficient use of energy is a key factor in our drive to create a sustainable dairy industry. Fonterra runs one of the largest energy- efficiency programmes in New Zealand and since 2003 has achieved reductions in our manufacturing intensity per tonne of product. In 2012, energy intensity per tonne was 9.45 GJ/tonne (GJT), a 2.5 per cent reduction on the prior year’s 9.69 GJT. The reduction is due to ongoing benefits from our energy-efficiency programme, along with high milk flows during the year improving asset utilisation. For the period ended 30 June 2012, our Australian operations reduced their energy intensity per tonne by 2.5 per cent to 8.89 GJT for the period, due to a 6 per cent increase in product tonnages and some changes in product mix. This data excludes the Western Australia dairy business sold in March 2011 from the comparative period. cARbOn FOOtpRint Fonterra was the first major dairy producer to provide a full life cycle of its greenhouse gas emissions of 2004/05 in NZ. The methodology measured and established a carbon emission baseline for Fonterra to use as a benchmark against future performance. A comprehensive update of this assessment is now underway and will become available in 2013. sustAinAbilitY stRAtEgY REViEW We are committed to embedding sustainability into everything we do as a business. It is a work in progress, with the Co-operative reviewing our global sustainability strategy over the past year with the aim of developing targets and supporting action plans. These will focus on priority areas of water, biodiversity, climate change and carbon, animal welfare and human nutrition. QuAlitY – support our people when they are hurt and develop an environment where people are healthy, well and safe Process – develop core systems, processes and procedures and work to eliminate harm through proactive management of incidents and exposure risk Plant and Equipment – ensure a healthy and safe work environment through procurement, design, management and maintenance practices. Quality is the foundation for growing lasting customer partnerships and building trusted brands. This is everyone’s responsibility within Fonterra, from the time we collect milk to the time a customer or consumer uses our products. Fonterra’s customers assessed our overall product performance as being world-class in our 2012 customer value management survey. For the last three years, Fonterra has consistently achieved a value of 8.2 for our overall product performance. Any score over eight is considered best in class. Our customers evaluated our overall product performance as being superior to that of our competitors. Our drive to improve confidence in our global supply chain continued this year, with quality assessment of milk pools across 16 countries and in excess of 300 food safety audits of contracted manufacturers, ingredient suppliers and packing vendors. hEAlth AnD sAFEtY Fonterra has a goal of being world-class in its health and safety performance by FY2014. We have defined world-class as: • Zero fatal incidents – employees, contractors and public in operations within our control • Total Injury Frequency Rate (TRIFR) of less than 10 per million work hours • Audit scores of 80 per cent or higher on our group-wide health and safety audit We have put in place a comprehensive health and safety programme to support achievement of these goals, called the “Safe Home System”. The key elements of this system are: People – build an organisation and people that believe and demonstrate that zero harm is possible thE sAFE hOmE sYstEm PEOPLE HEALTH & WELLNESS INJURY MANAGEMENT LEADERSHIP CULTURE & ENGAGEMENT CORE STANDARDS LIFE SAVING RULES PLANT & EQUIPMENT PROCUREMENT DESIGN CAPITAL DECISIONS CRITICAL RISK SAFE HOME AUDIT PROCESS Our people are healthy, live with balance and go home safely every day, everywhere. During 2012 we have made good progress towards these goals. Significant work has been done on risk management with active tracking and management now occurring of near-miss events for our highest-rated risks. We are developing global minimum standards for our key risks to further reduce the risk of fatalities. This includes a strong focus on vehicle and on-road safety as two Fonterra contractors were killed in vehicle-related incidents in Asia in FY2012. An incident and risk management system, “First Priority”, has been rolled out globally, allowing for consistent reporting of incident and management of risk across all countries in which we operate. Our Group TRIFR was 12.7 for the 2012 year with our operations in China, Asia, the Middle East and South America all having TRIFR rates well below 10. Significant improvements have been made in group-wide health and safety auditing scores with average scores improving from 52 per cent in 2008 to 83 per cent in the current year. cOmmunitY Fonterra recognises that a sustainable business must provide both financial and practical support to social initiatives. Highlights of the year include our Milk for Schools pilot in the Northland region of New Zealand to inform a potential national rollout in 2013. This is covered in more detail on page 13 of this report, which also details progress with our Soong Ching Ling Foundation partnership in rural China. As firm believers in dairy nutrition, we share the benefits with communities when we can, with our KickStart Breakfast partnership with Sanitarium a good example. It provides over 22,000 students at over 530 New Zealand decile one-to-four schools with a healthy breakfast twice a week. With sites across New Zealand, we’re very much part of the local community, especially in rural areas. Through our Grass Roots Fund, we provide grants of between $500 and $5,000 to support local initiatives. In the past year the Fund received 1,164 applications, with 345 initiatives supported. Programmes included supporting school environmental initiatives, purchasing locator beacons for rescue services and providing funding for community events which bring rural communities together. In total, we provided $542,513 in funding. In March 2012, final payments were made from our Fonterra Rebuilding Communities Programme established to support Canterbury’s recovery after the earthquakes. Over 2011 and 2012, the programme provided $2 million for initiatives restoring community facilities and getting businesses to function. This was in addition to the more than $3.9 million donated last year to the Red Cross by Fonterra and our staff immediately after the earthquakes. Other community support includes donations to charities such as Auckland City Mission, Salvation Army and Australia’s Foodbank, and financial donations to victims of the Japanese earthquake/tsunami. Beyond New Zealand, Fonterra is partnering with ChildFund across Indonesia, the Philippines and Sri Lanka to improve access to early childhood care and development services for children up to age five. In Chile, a Soprole programme to get students at more than 1,780 educational institutions involved in sports marked its 11th successful year. The programme is in line with the Chilean Government’s efforts to reduce child obesity. FONTERRA ANNUAL REPORT 2012 41 CORPORATE GOVERNANCE the Board and Management of fonterra are committed to achieving the highest standard of corporate governance and leadership. to support our role as a Board, we have developed governance systems that reflect fonterra’s unique characteristics and requirements as a significant New Zealand based co-operative competing in the global dairy market. iAn bROWn shAREhOlDER’s cOuncil chAiRmAn thEO spiERings chiEF ExEcutiVE OFFicER siR hEnRY VAn DER hEYDEn chAiRmAn OF thE bOARD WE FOCUS ON GOVERNANCE IN A WAY THAT PROMOTES: • • • • • The interests of our shareholders Transparency, giving our shareholders and other stakeholders the information they need to assess our performance Effective risk management to ensure that Fonterra meets its business objectives and all legal requirements A good balance between the roles and functions of the Board and management Communication with important stakeholder groups, including employees, customers, farmers, governments and the communities within which Fonterra works During the financial year ended 31 July 2012, Sir Henry van der Heyden announced his intention to retire as Chairman, effective from the 2012 Annual Meeting in December. John Wilson is Chairman- Elect following a vote by the board. Sir Henry will remain a director until sometime in 2013. During the same period, John Ballard retired from the board as an Appointed Director, having served since 2006. Post balance date, Colin Armer resigned as a Elected Director. Mr Armer served on the board from 2006. Appointed Director Ralph Waters has agreed to extend his tenure for up to six months beyond the 2012 annual meeting, subject to ratification by shareholders at the annual meeting. 42 FONTERRA ANNUAL REPORT 2012 OUR BOARD OuR bOARD The Board has up to 13 members – nine elected from the shareholder base and four appointed by the Board and ratified at the Annual Meeting by Shareholders. The Appointed Directors are selected to ensure that the Board has the full complement of skills and competencies needed to lead an enterprise of Fonterra’s size, sophistication and complexity. They bring to the Board perspectives and experience to augment the direct industry knowledge and other expertise provided by the Elected Directors. As the Elected Directors must be shareholders, they will have a supplier relationship with Fonterra and generally will not be classified as independent under best practice definitions. The Appointed Directors, however, do meet the NZX criteria for independence – and are expected by Fonterra to maintain independence for the length of their term. All Directors comply with the legislative requirements for disclosing interests and with Fonterra’s in-house Securities Code of Conduct which regulates both Directors and management in their personal dealings with Fonterra securities and those of related companies. Fonterra does not have executive Directors. bOARD EFFEctiVEnEss It is important that all members of the Board are appropriately informed of the Group’s activities and have access to operations and management. Directors are supplied with detailed monthly performance reports and analysis in advance of all Board meetings, together with papers on any significant commercial initiatives, and information on the Group’s competitive position and general economic indicators. The Directors also make a point of meeting away from head-office on a semi-regular basis so that they can broaden their understanding of the business through direct contact with managers and customers. Directors also regularly visit key markets to gain a better understanding of the global dairy market. Following appointment to the Board, Directors undertake an induction programme to familiarise themselves with the Group. Areas covered include: • business strategy and planning • an overview of key financial metrics to monitor business performance • an overview of material areas of the Fonterra business, through meetings with key executives, and • the Fonterra Constitution and other governance systems. bOARD ROlE AnD chARtER Our Board is responsible for leadership, direction and oversight of the Group and is accountable to shareholders for overall performance of the Co-operative. Specific functions in the discharge of this responsibility are: • review of the dividend policy and declaration of the interim and final dividend • declaration of the Farmgate Milk Price and Dividends • declaration of the actual Co-operative share price from the commencement of each season (the Fair Value Share price) • reviewing and approving the Group strategy and business plans • appointing the CEO and reviewing the CEO’s performance • delegating authority to management, and monitoring the exercise of that authority Murray King, Scott Montgomerie, Philip Wilson and Gerard Wolvers. The Board reviews the DRC’s performance against its Terms of Reference but, given the independent nature of the committee, would refer any matters of concern to an Annual or Special Meeting of Shareholders. The Board sets the remuneration of Appointed Directors. shAREhOlDERs’ cOuncil One of the Board’s most important relationships is with the Shareholders’ Council. The Council, which is established under the Fonterra Constitution, is independent of the Board and comprises 35 shareholder-elected councillors, each representing a different ward. The functions of the Council are set out in the Constitution. The Council reviews the Board’s statement of intentions for the performance and operations of the Group and publishes an Annual Report, commenting on these matters. The Council and the Board meet regularly, as do the Chairs of the Board and the Council and the Chairs of their respective Committees. • engaging in the development of the cOmmunicAtiOns strategic plan and setting the strategy for the Group and for the major business units within the Group • approving significant acquisitions and disposals outside management’s delegated authorities, and • overseeing the Board Committees and the areas covered by each of those Committees. The Board Charter outlines the key values and practices of Fonterra and provides a reference point for the Board as a whole, and for individual Directors, in the execution of their duties. The Charter is reviewed regularly, as are the Committee Charters (see www.fonterra.com for the Charter documents). board meetings The Board meets formally at least seven times a year and calls additional meetings to deal with specific issues as they arise. Between full Board meetings, the Board uses Committees and Working Groups to advance its work programme and to enhance the efficiency and effectiveness of its decision-making. DiREctORs’ REmunERAtiOn cOmmittEE (DRc) In accordance with the Constitution, shareholders elect an independent committee of six shareholders to consider and make recommendations to the Annual Meeting on Elected Director remuneration. The members of the DRC are Rodney Wilson (Chair), Murray Holdaway, Fonterra is committed to maintaining and improving dialogue with our shareholder base to ensure that the objectives of both the Group and the shareholders are understood. We run an extensive shareholder and supplier relations programme, managed by the Managing Director Co-operative Affairs. We also provide channels for electronic communication through the www.fonterra.com and Fencepost websites. shareholder/supplier meetings A schedule of regular meetings with shareholders and suppliers is held across the country each year. Often these are run in conjunction with the Shareholders’ Council, Area Managers and the Fonterra Farmer Network. In addition, the Board consults with supplying shareholders on specific issues as they arise. Fonterra .com and Fencepost Presentations on the development of the business are available on the www. fonterra.com website. The Group also uses email alerts, including regular updates from the Chairman and regular Shareholder Updates. The Fencepost website enables Fonterra suppliers, their employees and business partners to transact online with Fonterra and access information and tools on milk production and quality, online statements and up to the minute news and weather. FONTERRA ANNUAL REPORT 2012 43 BOARD COMMITTEES COMMITTEE OR GROUP MEMBERSHIP AS AT 1 AUGUST 2012 PURPOSE Audit, Finance and Risk Committee (AFRC) David Jackson (Chair) David MacLeod Ian Farrelly John Waller Malcolm Bailey To assist the Board in fulfilling its corporate governance responsibilities in relation to Fonterra’s risk management and internal control frameworks, financial reporting, audit activities and treasury matters. Appointments, Remuneration and Development Committee (AR&D) Supplier Relations Committee (SRC) Sir Henry van der Heyden (Chair) David Jackson (observer) Ian Farrelly John Monaghan John Wilson Ralph Waters Sir Ralph Norris To assist the Board in fulfilling its corporate governance responsibilities in relation to the recruitment, retention, remuneration and development of Directors, executives and other employees, and to promote a safe and healthy working environment. John Monaghan (Chair) David MacLeod Ian Farrelly Jim van der Poel Malcolm Bailey Nicola Shadbolt To assist the Board in fulfilling its corporate governance responsibilities in relation to the supply of milk from Fonterra suppliers, and to seek to resolve supplier complaints before reference to the Milk Commissioner. Fair Value Share Review Committee (FVSRC) John Waller (Chair) David Jackson David MacLeod Jim van der Poel John Monaghan John Wilson To assist the Board to fulfil its corporate governance responsibilities in relation to the Fair Value Share process, including the adequacy of the information provided to the Valuer and the determination of Restricted Market Value. External Relations Committee (ERC) John Monaghan (Chair) David MacLeod Jim van der Poel Malcolm Bailey Capital Structure Committee (CSC) Due Diligence Committee (DDC) John Wilson (Chair) David Jackson David MacLeod Jim van der Poel John Waller (Chair) David Jackson Jim van der Poel John Monaghan John Waller Nicola Shadbolt John Wilson Nicola Shadbolt The Committee shall support Fonterra management build aspiration with stakeholders for New Zealand to be the centre of dairying excellence in the world, including regulatory frameworks and infrastructure, creating a shared agenda for Fonterra’s ongoing success. To assist the Board to fulfil its corporate governance responsibilities in relation to the implementation of Trading Among Farmers. To assist the Board in fulfilling its corporate governance responsibilities by ensuring that appropriate due diligence is undertaken in connection with the proposals, processes, shareholder, investor and external stakeholder communications, and offer documents relating to the implementation of Trading Among Farmers and to assist the Board to ensure that the Board’s objectives in proposing Trading Among Farmers and the pre- conditions to commencement of Trading Among Farmers have been addressed in a manner satisfactory to the Board. Note: Prior to his resignation from the Board on 1 August 2012, Colin Armer was the Chair of the SRC and a member of the AFRC and AR&D Committees. BOARD AND COMMITTEE ATTENDANCE BOARD REGULAR SPECIAL AFRC AR&D Sir Henry van der Heyden1 Colin Armer2 David Jackson David MacLeod3 Greg Gent4 Ian Farrelly Jim van der Poel John Ballard5 John Monaghan John Waller John Wilson6 Malcolm Bailey Nicola Shadbolt Ralph Waters Sir Ralph Norris7 Total Meetings 7/7 7/7 7/7 5/5 2/2 7/7 7/7 4/5 7/7 7/7 7/7 7/7 7/7 7/7 2/2 7 7/8 8/8 6/8 6/6 2/2 8/8 7/8 5/5 8/8 7/8 7/8 7/8 8/8 8/8 3/3 8 - 6/6 6/6 4/4 2/2 6/6 - - - 6/6 - 4/6 - - - 6 8/8 8/8 - - - 7/8 - 6/6 8/8 - 8/8 - - 5/8 1/1 8 SRC - 4/4 - 2/2 - 4/4 2/4 - - - - 4/4 4/4 - - 4 FVSRC ERC DDC - - 5/7 4/4 1/1 - 7/7 - 5/7 7/7 7/7 - - - - 7 - - - 2/2 2/2 - 3/4 - 4/4 - - 3/4 - - - 4 - - 9/10 - - - 10/10 - - 10/10 10/10 - 10/10 - - 10 CSC 12/17 - 15/17 8/11 3/6 - 16/17 - 14/17 15/17 17/17 - 15/17 - - 17 1 Announced intention to retire as Chairman effective 2012 Annual Meeting in December. 2 Resigned 01 August 2012. 3 Appointed 17 November 2011. 4 Retired 17 November 2011 5 Retired 30 April 2012. 6 Voted Chairman-Elect by Board on 26 July 2012. 7 Appointed 1 May 2012. 44 FONTERRA ANNUAL REPORT 2012 This site is also used to provide information on the business to suppliers. KEY pOliciEs Disclosure policy Annual meeting The Board views the Annual Meeting of shareholders, which is held at a different venue around New Zealand each year, as an opportunity to communicate directly with shareholders and ensures that adequate time is provided at these meetings for shareholders to raise issues or ask questions from the floor. Annual Report The Group’s Annual Report including financial statements, and Annual Review, together with the half-year reports and other material announcements, are designed to present a balanced and clear view of Fonterra’s activities and prospects and are available on the website, www.fonterra.com. Other Disclosures Information on the Group’s performance and the expected Payout, the Fair Value Share, annual and half-year financial results, Director changes, and other significant matters is advised to the market through NZX in accordance with the Disclosure policy. Shareholders and other stakeholders receive regular updates on these and other issues relevant to them. Fonterra also makes presentations to the Independent Valuer (appointed by the Shareholders’ Council to determine the Fair Value range for the Co-operative share price), analysts, rural professionals and financial commentators to coincide with the publication of the Group’s half-year and full-year results. milK pRicE pAnEl The Board has created the Milk Price Panel for the purpose of providing assurances to it as to the governance of the Farmgate Milk Price and the proper application of the Farmgate Milk Price Manual and the Milk Price Principles. The Panel does not determine the Farmgate Milk Price as this is a decision for the Board. The Panel’s composition is designed to ensure a large measure of independence. It consists of two Appointed Directors, one Elected Director and two appropriately qualified persons nominated by the Shareholders’ Council, at least one of whom must be independent. The Chair must be one of the Appointed Director members. The Panel is currently chaired by John Waller. Other Board members are David Jackson and John Wilson. The Shareholders’ Council appointees are Richard Punter and Patrick Boyle. The Board affirmed Fonterra’s commitment to promoting a well-informed and efficient market in its listed debt securities by signing off a new Fonterra Group Disclosure Policy in December 2010. The Policy applies to all Directors and Officers of Fonterra and its subsidiaries, all Shareholders’ Councillors and all employees (including contractors, consultants, advisers or secondees). The objectives of the Policy are to ensure Fonterra continues to provide timely and accurate information and fully comply with the NZX continuous disclosure regime and with the Securities Markets Act and applicable market rules. Audit independence policy The auditor is appointed by the shareholders at the Annual Meeting. Fonterra encourages the rotation of the lead external audit partner in the relationship in accordance with best practice. AFRC approval is required, under the Group’s auditor independence policy, for certain activities the auditor may undertake for the Group. The AFRC will not approve the auditor performing any tasks which have the potential to create a conflict except in exceptional circumstances and then only if appropriate safeguards are in place. Ethics framework The Board is committed to maintaining high ethical standards across the Group, in all aspects of the business in all parts of the world. Fonterra’s Code of Business Conduct – The Way We Work – provides practical guidelines on how to apply Fonterra’s values in everyday work situations and when working with customers, shareholders, suppliers and the wider community. This document is available in several languages, to facilitate its accessibility to Fonterra’s global employee base. The Way We Work has been written in simple, straightforward language. An independently run telephone, e-mail and web-based Hotline provides individuals with a confidential channel to raise difficult ethical issues. In the 2012 financial year, 24 calls were raised with the Hotline. All were fully investigated and appropriate action taken, including managing issues through other HR processes. tRADing AmOng FARmERs There may be significant and appropriate amendments to governance systems upon the adoption of Trading Among Farmers. These will reflect the various structures and controls relating to Trading Among Farmers. The Dairy Industry Restructuring Act has also been amended, and provides for further oversight of governance processes. cOmpliAncE With gOVERnAncE stAnDARDs As Fonterra does not currently list equity securities, not all of the provisions in the NZX Corporate Governance Best Practice Code are directly applicable. However, the Board recognises the Code’s relevance to the Company and seeks to comply, but notes the following areas where its practices diverge from the Code. • Appointments to the Board/Nomination Committee (paragraphs 2.2 and 3.10- 3.12 of the Code). Under Fonterra’s Constitution, the Shareholders’ Council conducts the election process for Directors. To the extent the Board is responsible for appointing Directors the AR&D Committee satisfies the role of a nomination committee. The AR&D Committee does not have a majority of independent Appointed Directors due to the proportion of farmer-elected directors on the Board. • Director Remuneration (paragraph 2.7). Fonterra does not run a performance- based equity security compensation plan. In particular, this is not possible as Appointed Directors are effectively debarred from share ownership as a usual condition of their appointment is that they do not have a supplier relationship with the Company. The Board has also reviewed compliance with the Principles for Corporate Governance issued by the Financial Markets Authority. While the Board believes it complies with the Principles, there are some points of divergence from specific Guidelines. • Audit Committee membership (Guideline 3.4). The majority of members are not independent, due to the proportion of farmer-elected Directors on the Board. • Management representation (Guideline 4.4). The CEO and CFO do not certify in the published accounts their compliance with generally accepted accounting practice in New Zealand. The Board is directly and legally responsible for these documents, and obtains all relevant assurances from management or other parties. Under Trading Among Farmers Fonterra will continue to observe best practices where appropriate to its circumstances and report divergence from relevant standards. FONTERRA ANNUAL REPORT 2012 45 BOARD OF DIRECTORS 1 . siR hEnRY VAn DER hEYDEn DcnZm BE Ag (Hon), Honorary Doctor of Commerce, Honorary Fellowship from Wintech Sir Henry van der Heyden has been Chairman of the Fonterra Board since 2002. He steps down as Chairman in December 2012 but he will remain on the Fonterra Board until sometime in 2013. He is also Chairman of the Appointments, Remuneration and Development Committee. Sir Henry is Chairman of Tainui Group Holdings Limited and a director of Auckland International Airport Limited, Pascaro Investments Limited, Manuka Ltda, Rabobank New Zealand Limited and Rabobank Australia Limited. He is a member of New Zealand Business Forums and a member of the Remuneration Committee of ZESPRI International Limited. Sir Henry was made a Distinguished Companion of the New Zealand Order of Merit for services to agriculture in 2007. 2 . mAlcOlm bAilEY B. Agr. Econ Malcolm Bailey was elected to the Fonterra Board in 2004. He sits on the Audit, Finance and Risk Committee, the Supplier Relations Committee, the External Relations Committee and the Milk Payments Working Group. Malcolm also represents Fonterra on the Dairy Companies Association of New Zealand, and is a member of the International Food and Agricultural Trade Policy Council. He is a director of Embryo Technologies Limited, Hopkins Farming Group Limited, Pastoral Dairy Investments Limited, Gleneig Holdings Limited, and Agrico Holdings Limited. Malcolm’s dairy farming interests are as a shareholder in Hopkins Farming Group Limited. 3 . siR RAlph nORRis KnZm FNZIM, FNZCS Sir Ralph Norris joined the Fonterra Board in 2012 as an Appointed Director. He sits on the Appointments, Remuneration and Development Committee. Sir Ralph also serves on the board of Origin Energy Limited and on the Council of The University of Auckland. He was Chief Executive of the Commonwealth Bank of Australia for six years until December 2011 and, prior to that, he served as Chief Executive and Managing Director of Air New Zealand Limited from February 2002 to August 2005. Sir Ralph had a 40-year career in banking and served as the Managing Director and Chief Executive Officer of ASB Bank Limited from March 1991 to September 2001, and the Head of International Financial Services for the Commonwealth Bank of Australia from August 1999 to September 2001. Sir Ralph was made a Knight Companion of the New Zealand Order of Merit in 2009 and a Distinguished Companion of the New Zealand Order of Merit for services to business in 2006. 4 . iAn FARREllY B. Agr. Ian Farrelly was elected to the Fonterra Board in 2007 following a 20-year career in the banking industry. He is a member of the Audit, Finance and Risk Committee, the Appointments, Remuneration and Development Committee, the Supplier Relations Committee and the Milk Payments Working Group. Ian is also a director of First Mortgage Managers Limited, Spectrum Dairies Limited, Fortuna Group Limited and F.D. Lands Limited. He runs a 400-hectare calf rearing farm in Te Awamutu, owns a 50% share in three Waikato dairy farms and has ownership interests in dairy farms in Canterbury. 5 . DAViD JAcKsOn M.Com (Hons), FCA David Jackson joined the Fonterra Board in September 2007 as an Appointed Director. David is Chairman of the Audit, Finance and Risk Committee and serves on the Fair Value Share Review Committee, the Capital Structure Committee and the Milk Price Panel. David also serves on the boards of several other companies including Pumpkin Patch Limited and Nuplex Industries Limited. He is 4 . 5 . 1 . 2 . 3 . 1 . siR hEnRY VAn DER hEYDEn 2 . mAlcOlm bAilEY 3 . siR RAlph nORRis 4 . iAn FARREllY 5 . DAViD JAcKsOn 6 . JOhn mOnAghAn 7 . Jim VAn DER pOEl 8 . JOhn WAllER 9 . RAlph WAtERs 10 . DAViD mAclEOD 11 . JOhn WilsOn 12 . nicOlA shADbOlt 46 FONTERRA ANNUAL REPORT 2012 Chairman of The New Zealand Refining Company Limited. David spent more than 30 years with accounting firm Ernst & Young in a variety of roles, and served as Chairman of the board of management for the firm in New Zealand from 1999 to 2002. 6 . JOhn mOnAghAn John Monaghan was elected to the Fonterra Board in 2008. John is Chairman of the External Relations Committee and is a member of the Appointments, Remuneration and Development Committee, the Fair Value Share Review Committee and the Capital Structure Committee. John was appointed Chairman of the Shareholder Relations Committee and Milk Payments Working Group in August 2012. He is also a director of CentrePort Limited and CentrePort Properties Limited. He has farming interests in the Wairarapa and Canterbury regions. 7 . Jim VAn DER pOEl Jim van der Poel was elected to the Fonterra Board in 2002. He serves on the Fair Value Share Review Committee, the External Relations Committee, the Supplier Relations Committee, the Milk Payments Working Group, the Capital Structure Committee and the Trading Among Farmers Due Diligence Committee, and is Chairman of the International Farming Ventures Group. Jim is also Chairman of the Spectrum Group of companies and a Trustee of the Asia New Zealand Foundation. Jim has won a number of industry awards including the AC Cameron Memorial Award, 2002 New Zealand Nuffield Farming Scholarship, Sharemilker / Equity Farmer of the Year and the Dairy Exporter Primary Performer Award. Jim and his wife Sue live at Ngahinapouri in the Waikato and have farming interests in Waikato, Canterbury and the United States. 8 . JOhn WAllER BCom, FCA John Waller joined the Fonterra Board in February 2009 as an Appointed Director. John is Chairman of the Fair Value Share Review Committee, the Milk Price Panel and the Trading Among Farmers Due Diligence Committee, and is also a member of the Audit, Finance and Risk Committee and the Capital Structure Committee. John is Chairman of the Bank of New Zealand and the Eden Park Trust. He is a director of National Australia Bank Limited, BNZ Investments Limited, Haydn & Rollett Limited, National Equities Limited, Alliance Group Limited, Sky Network Television Limited, Direct Property Fund Limited, Yealands Wine Group Limited and Donaghys Limited. John was a partner at PricewaterhouseCoopers for over 20 years. He was also a member of their board and led their advisory practice for many years. 9 . RAlph WAtERs C.P.Eng. F.I.E. Aust, M Bus Ralph Waters joined the Fonterra Board in July 2006 as an Appointed Director. He serves on the Appointments, Remuneration and Development Committee. Ralph is Chairman of Fletcher Building Limited and is also a director of Asciano Limited and of Woolworths Limited, where he will assume the role of Chairman later this year. He is also Deputy Chairman of the Local Organising Committee for the ICC Cricket World Cup 2015, to be hosted in New Zealand and Australia. He was Chief Executive of Fletcher Building Limited from May 2001 until his retirement in August 2006. Before joining Fletcher Building Limited, Ralph was Managing Director of the Australian publicly-listed company Email Limited, and has also held a number of engineering and managerial positions in London and the Middle East. 10 . DAViD mAclEOD David MacLeod was elected to the Fonterra Board in 2011. He is a member of the Audit, Finance and Risk Committee, the Capital Structure Committee, the Milk Payments Working Group, the Fair Value Share Review Committee, the External Relations Committee and the International Farming Ventures Group. David also serves on the boards of Port Taranaki Limited and A.J. Greaves Electrical Limited. He is Chairman of the Taranaki Regional Council. David lives near Hawera in South Taranaki and is a director of P.K.W. Farms Limited, one of Fonterra’s largest Shareholders. 11 . JOhn WilsOn B Agr.Sc John Wilson joined the Fonterra Board in 2003 and is up for re-election this year. In August, he was appointed by the Fonterra Board as Chairman Elect, subject to being re-elected by Farmer Shareholders. He is Chairman of the Capital Structure Committee and serves on the Appointments, Remuneration and Development Committee, the Milk Price Panel and the Fair Value Share Review Committee. John is also the Chairman of MilkTest NZ Limited, a director of Turners & Growers Limited and a member of the Institute of Directors in New Zealand. In 2000, he was awarded the New Zealand Nuffield Farming Scholarship. John lives on his dairy farm near Te Awamutu and manages a dairy farming business based in Geraldine, South Canterbury, which he owns jointly. 12 . nicOlA shADbOlt BSc(Hons), MAgrSc(Hons), FNZIPIM(Reg) Nicola Shadbolt was elected to the Fonterra Board in 2009. She serves on the Capital Structure Committee, the Supplier Relations Committee, the Milk Payments Working Group and the International Farming Ventures Group. Nicola is a Professor at Massey University, Director of the Centre of Excellence in Farm Business Management, a Director of the International Food and Agribusiness Management Association, Trustee of the Agri-Women’s Development Trust and represents New Zealand in the International Farm Comparison Network in Dairying. Nicola is a shareholder and a director of five farming and forestry equity partnerships that include two dairy farms in the Manawatu. 9 . 10 . 11 . 12 . 6 . 7 . 8 . FONTERRA ANNUAL REPORT 2012 47 FONTERRA MANAGEMENT TEAM The Fonterra management team roles were announced in May 2012 as part of the reshaping of the organisation to deliver on its “Group Strategy Refresh”. 1 . thEO spiERings CEO Theo joined Fonterra in 2011, bringing with him extensive experience from across the dairy industry, particularly in Asia, Latin America, the Middle East and Europe. Theo has 25 years experience in the global dairy industry in a variety of roles including general management, operations and supply chain, and sales and marketing positions. Theo was previously the acting Chief Executive Officer of Royal Friesland Foods, a Dutch dairy co-operative and, in 2008, led the Dutch dairy co-operative through a merger with Campina. Before taking up his leadership role at Fonterra, Theo ran his own company in the Netherlands focusing on corporate strategy, and mergers and acquisitions, in “fast moving consumer goods”. Theo has a Bachelor of Arts in Food Technology / Biotechnology and a Master of Business Administration. 2 . JOnAthAn mAsOn CFO Jonathan has been with Fonterra since 2009, before which he spent three years as Executive Vice- President and Chief Financial Officer at US-based Cabot Corporation. Jonathan worked in a number of financial management positions at International Paper Company and Exxon Mobil Corporation over the period of 1985 to 2000. From 2000 to 2005, Jonathan was Chief Financial Officer of Carter Holt Harvey Limited and was also a director of that company for a time. Jonathan is on the Advisory Board of the University of Auckland Business School and is a trustee of the University of Auckland Foundation. He has a conjoint BA in International Relations and Economics from Beloit College in Wisconsin, as well as an MA in International Relations and an MBA both from Yale University. 3 . JOhn DOumAni Managing Director ANZ John is based in Australia and joined Fonterra in 2007, after 25 years in international business and consumer brands. In addition to his current role, John is also on the boards of Soprole and Dairy Partners Americas. Before joining Fonterra, John was President International of the Campbell Soup Company. Prior to that, he was Managing Director of Meadow Lea Foods Limited, before which he had 13 years with Johnson & Johnson Pacific Pty Limited. In 2008, John was appointed to the board of the Australian Food and Grocery Council, and was appointed Chairman in 2010. He was also appointed to the board of Foodbank Australia Limited in 2010. John has recently joined the board of Double Bay Partnership Incorporated, a not for profit organisation, a position which he held for five years until his resignation in February 2012. John has a Marketing Degree from the University of New South Wales, Australia. 4 . gARY ROmAnO Managing Director NZ Milk Products Gary joined Fonterra in 2005, but has worked in the dairy industry since 1997, including with New Zealand Dairy Group Limited, a predecessor company to Fonterra. His previous roles include management positions at Alcoa of Australia Limited, The Boston Consulting Group and Dairy Partners Americas. In the dairy industry, he has had significant experience in both the manufacturing and supply chain areas, and has led teams charged with the responsibility of achieving world class standards of productivity, quality, safety, cost effectiveness, service and environmental performance. Gary has a Bachelor of Chemical Engineering (Honours) from the University of Queensland, as well as an MBA from the University of Western Australia. 5 . AlEx tuRnbull Managing Director Latam Alex has more than 20 years experience in the dairy industry, including extensive experience in key senior sales and general management roles within Latin America, and leadership of Fonterra’s global paediatrics business since 2008. He is a fluent Portuguese speaker, having spent almost a decade in Brazil. His new role reflects the importance of developing markets as part of Fonterra’s strategy. Alex holds a Diploma of Dairy Science and Technology and a Chemical and Materials Engineering Degree. 6 . KElVin WicKhAm Managing Director Greater China/India Kelvin is a long-serving Fonterra executive with more than 23 years experience in the dairy industry. Prior to his current role, he was Group Director Supplier and External Relations, Managing Director of Fonterra Global Trade, and Director Group Sales and Operations Planning. Prior to these roles, he was based around the world at a number of Fonterra’s operations. Kelvin led the development of Fonterra’s innovative GlobalDairyTradeTM platform, and is a product of the New Zealand Dairy Industry Graduate Training Programme. Kelvin is also a director of RD1 Limited, International Nutritionals Limited and Fonterra Brands (Guangzhou) Limited. He holds a Diploma of Dairy Science and Technology, a Masters of Management, and a Chemical and Materials Engineering Degree. 4 . 5 . 6 . 1 . 2 . 3 . 1 . thEO spiERings 2 . JOnAthAn mAsOn 3 . JOhn DOumAni 4 . gARY ROmAnO 5 . AlEx tuRnbull 6 . KElVin WicKhAm 7 . mARK WilsOn 8 . chRis cAlDWEll 9 . pAul cAmpbEll 10 . sARAh KEnnEDY 11 . mAuRY lEYlAnD 12 . tODD mullER 13 . iAn pAllisER 48 FONTERRA ANNUAL REPORT 2012 7 . mARK WilsOn Managing Director ASEAN/MENA Mark joined Fonterra in 2008, bringing with him more than 35 years experience in the consumer goods sector in Asia, the Pacific, South America and Europe. Prior to joining Fonterra, Mark managed Danone’s nutrition business across Asia and the Pacific, and from 1995 to 1998 was the Chief Executive Officer of Dumex. From 1998 to 2007, he was President and Chief Executive Officer of the Danish-listed East Asiatic Company. Mark is also director of Chr. Hansen A/S, a Danish-listed biotech company. Mark holds a Bachelor of Science Degree in Food and Management Science from London University and is a Fellow of the Chartered Institute of Marketing. 8 . chRis cAlDWEll Managing Director People, Culture and Services Chris joined Fonterra in 2008 as Commercial Director for the former Global Ingredients and Foodservices business. Chris was General Manager Finance for Fonterra before taking on his current role, in addition to which, he holds a number of board appointments across Fonterra. In his current role, Chris drives initiatives and programmes that enhance the culture of Fonterra, and leads the development of Fonterra’s people. He also ensures that the Fonterra Group’s internal services are run efficiently and effectively to best serve the needs of its businesses and teams. Before joining Fonterra, Chris spent 10 years with Diageo in different commercial roles across the globe, and earlier in his career held a number of sales and marketing roles. Chris holds a Chemistry degree and is a member of the Chartered Institute of Management Accountants. 9 . pAul cAmpbEll Group General Manager Mergers and Acquisitions Paul has been with Fonterra (and before that the New Zealand Dairy Board) since 1984. He is a chemical engineer, and has held a number of general management, marketing, technical and financial roles with Fonterra in New Zealand, Japan, North Africa and the United Kingdom. Since the formation of Fonterra in 2001, Paul has been closely involved in the design of Fonterra’s strategy and has managed Fonterra’s Mergers and Acquisitions team. He is also a director of a number of Fonterra’s international joint ventures. 10 . sARAh KEnnEDY Managing Director Fonterra Nutrition Sarah joined Fonterra in 2011, bringing with her more than 20 years experience in agri-food businesses, including 10 years as Managing Director of Healtheries of New Zealand Limited. Prior to her current role, Sarah was Managing Director of RD1 Limited. Fonterra Nutrition is responsible for the co-ordination and prioritisation of innovation across the Fonterra Group through the exchange of global consumer insights and the centralisation of core research and development resources. Sarah holds a Veterinarian Degree (distinction), and recently completed the Massachusetts Institute of Technology Sloan Fellows Program in Global Leadership and Innovation. Sarah is also a member of the Innovation Board for the Ministry of Science and Innovation, and the Global Women Advisory Board. 11 . mAuRY lEYlAnD Group General Manager Strategy Maury has been with Fonterra since 2005 and has recently been driving the development and deployment of the “Strategy Refresh”. She has held a number of senior operational and strategic roles across Fonterra. Prior to joining Fonterra, she spent nine years with The Boston Consulting Group. Originally an engineer, Maury was a member of Team New Zealand during the successful 1995 America’s Cup campaign. Maury is also on the board of Telecom Corporation of New Zealand Limited. Maury holds a First Class Honours Degree in Engineering Science, is a Fellow of the Institution of Professional Engineers New Zealand and a member of the Institute of Directors in New Zealand. 12 . tODD mullER Managing Director Co-operative Affairs Todd joined Fonterra’s External Relations team in 2011 where he managed Local Government and Regional Relations before being promoted to his current role. The Co-operative Affairs role involves the management of Fonterra’s relationship with its Farmer Shareholders, Fonterra’s Group Identity and its communications and co-operative social responsibility programmes. It also involves policy development and advocacy with central and local government. Todd is also responsible for Fonterra’s sustainability strategy. He was previously Chief Executive Officer of Apata Limited, a kiwifruit and avocado post-harvest company, and has held general management roles with kiwifruit marketer ZESPRI International Limited. He has also served in the Office of the Prime Minister of New Zealand. Todd is on the board of The New Zealand Institute for Plant and Food Research Limited, Central Plains Water Limited and The University of Waikato Council. Todd holds a Masters of Social Science from The University of Waikato. 13 . iAn pAllisER Managing Director Group Optimisation and Supply Chain Ian joined Fonterra in 2010 after more than 30 years experience with British Petroleum (BP), working in a variety of large and complex business units across Australasia, the United States, Europe and the United Kingdom. Immediately before joining Fonterra, he led the British Petroleum (BP) Group procurement function. Prior to taking on his current role in Fonterra, Ian headed Fonterra’s Optimisation, Trading and Sourcing team. Ian holds an Honours Degree in Commerce and Administration from Victoria University and is a member of the New Zealand Institute of Chartered Accountants. 10 . 11 . 12 . 13 . 7 . 8 . 9 . FONTERRA ANNUAL REPORT 2012 49 FINANCIAL STATEMENTS. FOR THE YEAR ENDED 31 JULY 2012. 50 FONTERRA ANNUAL REPORT 2012 CONTENTS: DIRECTORS’ STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 STATEMENT OF COMPREHENSIVE INCOME . . . . . . . . . . . . . 54 STATEMENT OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . 55 STATEMENT OF CHANGES IN EQUITY . . . . . . . . . . . . . . . . . . . 56 CASH FLOW STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES . . . 58 NOTES TO THE FINANCIAL STATEMENTS . . . . . . . . . . . . . . . .64 INDEPENDENT AUDITORS’ REPORT . . . . . . . . . . . . . . . . . . . . 105 STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 FIVE YEAR SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 FONTERRA ANNUAL REPORT 2012 51 DIRECTORS’ STATEMENT FOR THE YEAR ENDED 31 JULY 2012 The Directors of Fonterra Co-operative Group Limited (Fonterra or the Company) are pleased to present to Shareholders the financial statements for Fonterra and its subsidiaries (together the Group) and the Group’s interest in its equity accounted investees for the year ended 31 July 2012. The Directors are responsible for presenting financial statements for each financial year which give a true and fair view of the financial position for the Company and Group and of the financial performance and cash flows for that period. The Directors consider the financial statements of the Company and Group have been prepared using accounting policies which have been consistently applied and supported by reasonable judgements and estimates, and that all relevant financial reporting and accounting standards have been followed. The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination of the financial position of the Company and Group and facilitate compliance of the financial statements with the Financial Reporting Act 1993. The Directors consider that they have taken adequate steps to safeguard the assets of the Company and Group, and to prevent and detect fraud and other irregularities. The Directors hereby approve and authorise for issue the financial statements for the year ended 31 July 2012 presented on pages 53 to 104. For and on behalf of the Board: SIR HENRY VAN DER HEYDEN Chairman 25 September 2012 DAVID JACKSON Director 25 September 2012 52 FONTERRA ANNUAL REPORT 2012 INCOME STATEMENT FOR THE YEAR ENDED 31 JULY 2012 Revenue from sale of goods Dividends received Total revenue Cost of goods sold Gross profit Other operating income Selling and marketing expenses Distribution expenses Administrative expenses Other operating expenses Net foreign exchange losses Operating profit/(loss) Finance income Finance costs Net finance (costs)/income Share of profit of equity accounted investees Profit/(loss) before tax Tax (expense)/credit Profit for the year Profit for the year is attributable to: Shareholders of the Parent Non-controlling interests Profit for the year GROUP $ MILLION PARENT $ MILLION NOTES 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 1 3 2 4 4 5 19,769 – 19,769 (16,721) 3,048 132 (568) (501) (784) (385) (7) 935 30 (340) (310) 52 677 (53) 624 609 15 624 19,871 – 19,871 (16,861) 3,010 165 (596) (487) (700) (336) (91) 965 32 (438) (406) 63 622 149 771 754 17 771 GROUP $ 31 JULY 2012 31 JULY 2011 9,050 114 9,164 (9,050) 114 56 (10) – (241) (73) – (154) 263 (287) (24) – (178) 226 48 48 – 48 10,257 495 10,752 (10,257) 495 53 (12) – (218) (66) – 252 375 (372) 3 – 255 183 438 438 – 438 Earnings per share: Basic and diluted earnings per share 25 0.42 0.55 The accompanying notes form part of these financial statements. FONTERRA ANNUAL REPORT 2012 53 STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JULY 2012 Profit for the year Cash flow hedges: – Net fair value (losses)/gains – Transferred and reported in revenue from sale of goods – Tax credit/(expense) on cash flow hedges Net investment hedges: – Net fair value (losses)/gains on hedging instruments – Tax credit/(expense) on net investment hedges Foreign currency translation gains/(losses) attributable to Shareholders Foreign currency translation reserve transferred to income statement Foreign currency translation attributable to non-controlling interests Share of equity accounted investees’ movements in reserves Other comprehensive (expense)/income recognised directly in equity Total comprehensive income for the year Attributable to: Shareholders of the Parent Non-controlling interests Total comprehensive income for the year GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 624 (229) (400) 176 (33) 9 37 (7) 1 1 (445) 179 163 16 179 771 1,384 (863) (146) 49 (14) (164) (15) (4) 7 234 1,005 992 13 1,005 48 (3) – – – – – – – – (3) 45 45 – 45 438 (36) – 10 – – – – – – (26) 412 412 – 412 The accompanying notes form part of these financial statements. 54 FONTERRA ANNUAL REPORT 2012 STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2012 GROUP $ MILLION PARENT $ MILLION NOTES 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Tax receivable Derivative financial instruments Other current assets Total current assets Non-current assets Property, plant and equipment Investment in subsidiaries Equity accounted investments Intangible assets Deferred tax asset Derivative financial instruments Other non-current assets Total non-current assets Total assets LIABILITIES Current liabilities Bank overdraft Borrowings Trade and other payables Owing to suppliers Tax payable Derivative financial instruments Provisions Other current liabilities Total current liabilities Non-current liabilities Borrowings Derivative financial instruments Provisions Deferred tax liability Other non-current liabilities Total non-current liabilities Total liabilities Net assets EQUITY Co-operative shares Retained earnings Foreign currency translation reserve Cash flow hedge reserve Total equity attributable to Shareholders of the Parent Non-controlling interests Total equity 8 9 19(g) 10 11 12 16 19(g) 15 13 19(g) 14 15 19(g) 14 16 1,033 2,302 2,981 18 275 83 6,692 4,569 – 439 2,882 99 198 238 8,425 15,117 42 1,204 1,386 1,083 28 255 83 44 4,125 3,745 413 81 85 13 4,337 8,462 6,655 5,690 1,078 (211) 63 6,620 35 6,655 785 2,279 3,277 29 1,100 90 7,560 4,326 – 429 2,748 116 154 197 7,970 15,530 23 444 1,350 1,679 19 58 67 6 3,646 4,206 718 106 295 18 5,343 8,989 6,541 5,261 943 (217) 516 6,503 38 6,541 793 9,125 – – 270 – 10,188 210 6,895 – 77 385 198 9 7,774 17,962 – 999 7,053 1,134 – 247 20 – 9,453 3,015 413 42 – – 3,470 12,923 5,039 5,690 (584) – (67) 5,039 – 5,039 570 9,423 – – 1,088 – 11,081 222 6,895 – 66 403 154 10 7,750 18,831 – 53 7,343 1,729 – 41 29 – 9,195 3,799 718 79 – – 4,596 13,791 5,040 5,261 (157) – (64) 5,040 – 5,040 The accompanying notes form part of these financial statements. FONTERRA ANNUAL REPORT 2012 55 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2012 GROUP $ MILLION ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT CO-OPERATIVE SHARES RETAINED EARNINGS FOREIGN CURRENCY TRANSLATION RESERVE CASH FLOW HEDGE RESERVE 5,016 As at 1 August 2010 – Profit for the year – Other comprehensive income/(expense) for the year Total comprehensive income/(expense) for the year – Transactions with Shareholders in their capacity as Shareholders: – Dividends paid to Shareholders of the Parent 404 Co-operative shares issued (159) Co-operative shares surrendered – Dividends paid to non-controlling interests 5,261 As at 31 July 2011 5,261 As at 1 August 2011 – Profit for the year – Other comprehensive income/(expense) for the year – Total comprehensive income/(expense) for the year Transactions with Shareholders in their capacity as Shareholders: – Dividends paid to Shareholders of the Parent 584 Co-operative shares issued (155) Co-operative shares surrendered – Dividends paid to non-controlling interests 5,690 As at 31 July 2012 547 754 7 761 (365) – – – 943 943 609 1 610 (475) – – – 1,078 (73) – (144) (144) – – – – (217) (217) – 6 6 – – – – (211) 141 – 375 375 – – – – 516 516 – (453) (453) – – – – 63 NON- CONTROLLING INTERESTS 36 17 (4) 13 – – – (11) 38 38 15 1 16 – – – (19) 35 TOTAL 5,631 754 238 992 (365) 404 (159) – 6,503 6,503 609 (446) 163 (475) 584 (155) – 6,620 CO-OPERATIVE SHARES RETAINED EARNINGS CASH FLOW HEDGE RESERVE 5,016 – – – – 404 (159) 5,261 5,261 – – – – 584 (155) 5,690 (230) 438 – 438 (365) – – (157) (157) 48 – 48 (475) – – (584) (38) – (26) (26) – – – (64) (64) – (3) (3) – – – (67) PARENT $ MILLION As at 1 August 2010 Profit for the year Other comprehensive expense for the year Total comprehensive income/(expense) for the year Transactions with Shareholders in their capacity as Shareholders: Dividends paid to Shareholders Co-operative shares issued Co-operative shares surrendered As at 31 July 2011 As at 1 August 2011 Profit for the year Other comprehensive expense for the year Total comprehensive income/(expense) for the year Transactions with Shareholders in their capacity as Shareholders: Dividends paid to Shareholders of the Parent Co-operative shares issued Co-operative shares surrendered As at 31 July 2012 The accompanying notes form part of these financial statements. 56 FONTERRA ANNUAL REPORT 2012 TOTAL EQUITY 5,667 771 234 1,005 (365) 404 (159) (11) 6,541 6,541 624 (445) 179 (475) 584 (155) (19) 6,655 TOTAL EQUITY 4,748 438 (26) 412 (365) 404 (159) 5,040 5,040 48 (3) 45 (475) 584 (155) 5,039 CASH FLOW STATEMENT FOR THE YEAR ENDED 31 JULY 2012 GROUP $ MILLION PARENT $ MILLION NOTES 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 Cash flows from operating activities Cash was provided from: − Receipts from customers − Dividends received − Tax received Cash was applied to: − Payments to creditors and employees − Payments for milk purchased − Tax paid Net cash flows from operating activities Cash flows from investing activities Cash was provided from: 17 − Proceeds from disposal of property, plant and equipment − Proceeds from settlement of net investment hedges − Proceeds from sale of Group entities and other business operations − Net loans from Group entities Cash was applied to: − Acquisition of property, plant and equipment − Acquisition of intangible assets − Outflows on settlement of net investment hedges − Acquisition of Group entities and other business operations − Advances made to equity accounted investees Net cash flows from investing activities Cash flows from financing activities Cash was provided from: − Proceeds from borrowings − Proceeds from issue of Co-operative shares − Proceeds for Co-operative shares not yet issued − Proceeds from settlement of borrowing derivatives − Interest received Cash was applied to: − Interest paid − Repayment of borrowings − Outflows on settlement of borrowing derivatives − Surrender of Co-operative shares − Dividends paid to non-controlling interests − Dividends paid to Shareholders of the Parent Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate changes on cash balances Cash and cash equivalents at the end of the year Reconciliation of closing cash balances to the statement of financial position: Cash and cash equivalents Bank overdraft Closing cash balances 20,045 37 11 (7,905) (10,721) (77) 1,390 11 26 – – (673) (184) (2) – (4) (826) 2,215 505 44 13 31 (406) (2,097) (5) (155) (19) (475) (349) 215 762 14 991 1,033 (42) 991 19,490 63 5 (7,528) (10,780) (66) 1,184 9 20 184 – (488) (135) (23) (55) – (488) 3,648 368 25 21 32 (397) (3,548) (46) (160) (11) (365) (433) 263 534 (35) 762 785 (23) 762 9,104 – – (299) (9,593) – (788) – – – 1,435 (19) (25) – – – 1,391 1,206 505 44 – 18 (309) (1,214) – (155) – (475) (380) 223 570 – 793 793 – 793 10,311 – – (280) (9,632) – 399 – – – 507 (25) (27) – – – 455 1,535 368 25 – 20 (353) (1,699) – (160) – (365) (629) 225 345 – 570 570 – 570 Parent undertakes financing activities for the Group. As a result receipts and payments from and to subsidiaries for operating and financing activities (including dividends) are settled on a net basis and presented in investing activities as net loans from Group entities. The accompanying notes form part of these financial statements. FONTERRA ANNUAL REPORT 2012 57 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES FOR THE YEAR ENDED 31 JULY 2012 a) General information Fonterra Co-operative Group Limited (Fonterra, Parent, the Co- operative or the Company) is a co-operative company incorporated and domiciled in New Zealand. Fonterra is registered under the Companies Act 1993 and the Co-operative Companies Act 1996, and is an issuer for the purposes of the Financial Reporting Act 1993. Fonterra is also required to comply with the Dairy Industry Restructuring Act 2001. The consolidated financial statements are for the Company, its subsidiaries (together referred to as the Group) and the Group’s interests in its equity accounted investees. The Group is primarily involved in the collection, manufacture and sale of milk and milk derived products and is a profit-oriented entity. On 30 June 2010, Shareholders approved changes to the Company’s constitution that will allow the Board to take steps to implement changes to Fonterra’s capital structure that would permit trading of shares among Shareholders. This was re-affirmed in the Special Meeting held on 25 June 2012. Refer to Note 7 for further information. b) Basis of preparation These financial statements comply with New Zealand Generally Accepted Accounting Practice (NZ GAAP), and have been prepared in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), as appropriate for profit-oriented entities. These financial statements also comply with International Financial Reporting Standards (IFRS). These financial statements are prepared on a historical cost basis except for derivative financial instruments and the hedged risks on certain debt instruments, which are recognised at their fair values. These financial statements are presented in New Zealand dollars ($), which is the Company’s functional and presentation currency, and rounded to the nearest million. The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. 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. Revisions of accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation uncertainty, requiring judgement in applying accounting policies, that have the most significant effect on the amounts recognised in the financial statements, are described in the following notes: – Note 14 Provisions – Note 19 Financial risk management – fair value of certain financial instruments c) Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date that control is transferred to the Group. They are de- consolidated from the date control ceases. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed as incurred. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree, over the fair value of the Group’s share of the identifiable net assets acquired, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired, the difference is recognised in the income statement. Non-controlling interests are allocated their share of profit for the year in the income statement and are presented within equity in the statement of financial position, separately from equity attributable to Shareholders. The effects 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. Where control is lost, the remaining interest in the investment is re-measured to fair value and any surplus or deficit arising from that re-measurement is recognised in the income statement. Equity accounted investees (associates and jointly controlled entities) Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial and operating decisions. Equity accounted investees are initially recognised at cost (including any goodwill identified on acquisition). Subsequent to initial recognition they are accounted for using the equity method in the consolidated financial statements. The consolidated financial statements include the Group’s share of the profit or loss after tax of equity accounted investees, after adjustments to align to the accounting policies of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to nil and no further losses are recognised except to the extent the Group has an obligation or has made payments on behalf of the investee. Dividends receivable from equity accounted investees reduce the carrying amount of the investment. 58 FONTERRA ANNUAL REPORT 2012 The Group determines at each reporting date whether there is any objective evidence that its investments in equity accounted investees are impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investee and its carrying value, and recognises that amount in the income statement. Transactions eliminated on consolidation Intra-group transactions, balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. d) Foreign currency Foreign currency transactions Foreign currency transactions are translated into the respective functional currencies of Group entities using the exchange rate at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation, using the exchange rates at the balance date, of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow or qualifying net investment hedges. Translation of the financial statements into the presentation currency Where the Company’s presentation currency differs from the functional currency of an entity, the assets and liabilities of the operation are translated from the functional currency into the presentation currency at the exchange rates at the balance date. The income and expenses of these entities are translated at rates approximating the exchange rates at the dates of the transactions. Exchange differences arising on the translation of the financial statements of these entities and of borrowings and other currency instruments designated as hedges of such investments are recognised directly in the foreign currency translation reserve. When an entity is partially disposed of or sold, the exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. e) Financial assets and liabilities A financial asset or liability is recognised if the Group becomes a party to the contractual provisions of the asset or liability. A financial asset or liability is recognised initially at its fair value plus, in the case of a financial asset or liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the instrument. Financial assets and liabilities carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statement. After initial recognition, financial assets are measured at their fair values except for loans and receivables and held-to-maturity investments, which are measured at amortised cost less any provision for impairment. After initial recognition, financial liabilities are measured at amortised cost method except for financial liabilities at fair value through profit or loss. In the separate financial statements of the Parent, investments in subsidiaries are stated at cost, less any impairment. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled. Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis. Financial assets are classified on initial recognition into the following categories: at fair value through profit or loss, held-to-maturity investments, loans and receivables, and available-for-sale. Financial liabilities are classified as either fair value through profit or loss, or financial liabilities measured at amortised cost. The classification depends on the purpose for which the financial assets and liabilities were acquired. Management determines the classification of its financial assets and liabilities at initial recognition. The Group has not had any held-to-maturity investments or available-for-sale financial assets in the periods covered by these financial statements. Financial assets and financial liabilities at fair value through profit or loss Financial assets and liabilities in this category are either designated as fair value through profit or loss, or classified as held for trading. All derivatives are classified as held for trading except when they are in cash flow, fair value, or net investment hedge relationships (refer to accounting policy j) below). Other financial assets and financial liabilities may be designated at fair value through profit or loss where this eliminates an accounting mismatch, or where they are managed on a fair value basis. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade and other receivables are classified as loans and receivables. Financial liabilities measured at amortised cost Financial liabilities measured at amortised cost are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. Trade and other payables, and debt instruments are classified as financial liabilities measured at amortised cost. Financial guarantee contracts Financial guarantee contracts are those contracts that require the issuer to make specific payments to reimburse the holder for a loss it incurs if a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the balance date, and the amount initially recognised less cumulative amortisation. FONTERRA ANNUAL REPORT 2012 59 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED FOR THE YEAR ENDED 31 JULY 2012 f) Cash balances Cash balances include cash and cash equivalents comprising cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Fair value hedges Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the income statement, together with any changes in the fair value of the hedged asset or liability attributable to the hedged risk. g) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised and recognised in the income statement over the period to maturity. h) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using the effective interest method, with the hedged risks on certain debt instruments measured at fair value. Changes in fair value of those hedged risks are recognised in the income statement, except where they relate to borrowings classified as net investment hedges and are recorded directly in other comprehensive income. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after balance date. Trade and other payables i) Trade and other payables are carried at amortised cost. j) Derivative financial instruments and hedging activities The Group uses derivative financial instruments within predetermined policies and limits in order to reduce its exposure to fluctuations in foreign currency exchange rates and interest rates. Derivatives are initially recognised at fair value on the date a derivative contract is entered into (the trade date) and transaction costs are expensed immediately. They are subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: – hedges of the fair value of recognised assets or liabilities, or a firm commitment (fair value hedges); – hedges of a particular risk associated with a recognised liability or a highly probable forecast transaction (cash flow hedges); or – hedges of a net investment in a foreign operation (net investment hedges). The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The full fair value of a hedging derivative is classified as a non-current asset or liability when maturity of the hedged item exceeds 12 months. It is classified as a current asset or liability when the maturity of the hedged item is less than 12 months. Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised directly in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are transferred to the income statement when the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is recognised immediately in the income statement. When the forecast transaction that is hedged results in the recognition of a non-financial asset (e.g. inventory or property, plant and equipment) the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset. Net investment hedges Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when all or part of a foreign operation is disposed of or sold. Inventories k) Inventories are stated at the lower of cost and net realisable value on a first in first out basis. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. The cost of dairy product manufactured from milk supplied in New Zealand is established by using the monthly Farmgate Milk Price as the cost for raw milk supplied. In the case of manufactured inventories and work in progress, cost includes all direct costs plus that portion of the fixed and variable production overhead incurred in bringing inventories into their present location and condition. 60 FONTERRA ANNUAL REPORT 2012 l) Property, plant and equipment Owned assets Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the purchase consideration and those costs directly attributable to bringing the asset to the location and condition necessary for its intended use. Costs cease to be capitalised when substantially all the activities necessary to bring an asset to the location and condition for its intended use are complete. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each financial year end. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount, and are recognised in the income statement. Depreciation Depreciation is calculated on a straight line basis to allocate the cost of the asset, less any residual value, over its estimated useful life. The range of estimated useful lives for each class of property, plant and equipment is as follows: – Land Indefinite – Buildings and leasehold improvements 15 – 50 years – Plant, vehicles and equipment 3 – 25 years Leased assets Leases of property, plant and equipment where the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Assets under finance leases are recognised as property, plant and equipment in the statement of financial position. They are recognised initially at their fair value, or if lower, at the present value of the minimum lease payments. A corresponding liability is established and each lease payment allocated between the liability and interest expense using the effective interest method. The assets recognised are depreciated on the same basis as equivalent property, plant and equipment. Leases that are not finance leases are classified as operating leases and the assets are not recognised on the Group’s statement of financial position. Operating lease payments are recognised as an expense on a straight line basis over the term of the lease. m) Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary or equity accounted investee at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of equity accounted investees is included in equity accounted investments and is tested for impairment as part of the overall balance. Goodwill is carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Goodwill is tested annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Brands and other identifiable intangible assets Brands and other intangible assets purchased by the Group are recognised if the asset is controlled through custody or legal rights and could be sold separately from the rest of the business. Brands and other intangible assets have a combination of both indefinite and finite useful lives. Items with indefinite useful lives are tested for impairment annually or whenever there is an indication that an asset may be impaired and carried at cost less accumulated impairment losses. Items with finite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses, and are amortised on a straight line basis to allocate the cost over their licence period (18 – 25 years). Assets that have been impaired are reviewed for possible reversal of impairment at each balance date. Computer software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with the development of identifiable and unique software products controlled by the Group, and that will generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Costs include the employee costs incurred as a result of developing software and an appropriate portion of relevant overheads. Computer software licences and development costs recognised as assets are amortised over their estimated useful lives, being three to ten years. Research and development expenditure All research expenditure is recognised in the income statement as incurred. Significant development expenditure is recognised as an asset when it can be demonstrated that the commercial production of the material or product, or use of the process, will commence. Development expenditure recognised as an asset is stated at cost and amortised over the period of expected benefits on a straight line basis, not exceeding five years. Amortisation begins at the time that commercial production or use of the process commences. All other development expenditure is recognised in the income statement as incurred. FONTERRA ANNUAL REPORT 2012 61 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED FOR THE YEAR ENDED 31 JULY 2012 n) Impairment of financial assets Assets carried at amortised cost The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The criteria that the Group uses to determine that there is objective evidence of an impairment loss include: – significant financial difficulty of the customer; – a breach of contract, such as a default or delinquency in payments; – for economic or legal reasons relating to the customer’s financial difficulty, granting to the customer a concession that the Group would not otherwise consider; Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost in the income statement. q) Co-operative shares Co-operative shares are classified as equity. Incremental costs directly attributable to the issue of co-operative shares are recognised as a deduction from equity. r) Revenue recognition Revenue from the sale of goods is recognised at the fair value of the consideration received or receivable, net of returns, discounts and allowances. Revenue is recognised when the amount of revenue can be reliably measured, significant risks and rewards of ownership of the inventory items have passed to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. – it becomes probable that the customer will enter bankruptcy or other financial reorganisation. Dividend income is recognised when the right to receive payment is established. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate and is recognised in the income statement. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the income statement. Impairment of non-financial assets o) Intangible assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually or whenever there is an indication that an asset may be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the estimated recoverable amount of an asset is less than its carrying amount, the asset is written down to its estimated recoverable amount and an impairment loss is recognised in the income statement. The recoverable amount of an asset is the higher of its fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash inflows (cash-generating units). Non-financial assets, other than goodwill, that have been impaired are reviewed for possible reversal of the impairment at each balance date. p) Provisions Provisions are recognised only in those circumstances where the Group has a present legal or constructive obligation as a result of a past event, when it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. s) New Zealand sourced cost of milk New Zealand sourced cost of milk includes milk supplied by Shareholders, Supplier Premiums paid, and milk purchased from contract suppliers during the financial year. New Zealand sourced cost of milk is recognised in cost of goods sold. New Zealand sourced cost of milk supplied by Shareholders comprises the volume of milk solids supplied at the Farmgate Milk Price for the relevant season. The Farmgate Milk Price for each season is calculated in accordance with the principles set out in the Milk Price Manual and is independently audited. The Farmgate Milk Price broadly represents the maximum sustainable amount a New Zealand based manufacturer of milk powders could afford to pay for milk and still make an adequate return on capital. Supplier Premiums are paid for speciality milks such as winter milk and colostrum. t) Dividends All shares are eligible to receive dividends if declared by the Board. Dividends are recognised as a liability in the Group’s financial statements in the period in which they are declared by the Board. u) Employee benefits Employee benefits primarily include short term employee benefits, long term employee benefits and defined contribution pension plans. Short term employee benefits include salaries, wages, annual leave and sick leave, and are expensed on an undiscounted basis as the relevant service is provided. Long term employee benefits are measured at the present value of expected payments required using an appropriate pre-tax discount rate. Contributions to defined contribution pension plans are recognised as an expense in the period they are due. The Group has no further payment obligations once the contributions have been paid. 62 FONTERRA ANNUAL REPORT 2012 v) Finance income and costs Finance income comprises interest income on funds on deposit. Interest income is recognised as it accrues using the effective interest method. Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, gains and losses on the revaluation of debt hedges and the hedged risks on certain debt instruments, and gains and losses relating to translation forward points on forward exchange contracts where revaluation gains and losses on those contracts are included within finance costs. Interest expense and the unwinding of the discount on provisions are recognised in the income statement using the effective interest method. Finance costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. w) Tax Tax expense comprises current and deferred tax. Tax expense, including the tax consequences of distributions to Shareholders is recognised in the income statement. The tax consequences of distributions to Shareholders are recognised in the year to which the distribution relates. Other than distributions to Shareholders, tax consequences of items recognised directly in equity are also recognised in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance date, and any adjustment to tax payable or receivable in respect of previous years. Deferred tax is recognised, using the balance sheet method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is measured at the tax rate that is expected to apply to the temporary differences when they reverse, based on laws that have been enacted or substantively enacted by the balance date. Deferred tax is not recognised on the following temporary differences: – the initial recognition of goodwill; – the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit; and – differences relating to investments in subsidiaries and equity accounted investees to the extent that the timing of the reversal is controlled by the Group and it is probable that they will not reverse in the foreseeable future. Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which the temporary differences can be utilised. x) Earnings per share Earnings per share is calculated as net profit attributable to equity holders of the Company, divided by the weighted average number of ordinary shares on issue during the year. y) Comparative figures Where a change in the presentational format of the financial statements has been made during the period, comparative figures have been restated accordingly. Where material, additional disclosure has been provided in the notes to the financial statements. z) New and amended International Financial Reporting Standards The accounting policies used are consistent with those used to prepare the consolidated financial statements for the year ended 31 July 2011. i) New and amended standards adopted by the Group The Group adopted amendments to various NZ International Financial Reporting Standards (NZ IFRSs) and FRS-44: New Zealand Additional Disclosures during the period. These amendments were introduced by the Financial Reporting Standards Board as part of the joint project with the Australian Accounting Standards Board to harmonise each jurisdiction’s accounting standards with source IFRSs. The Group also adopted revised NZ IAS 24 Related Party Disclosures during the period. These changes have not had a material impact on the Group’s financial statements. ii) New and amended standards issued but not yet effective New and amended standards which could be expected to have a material impact on the Group’s financial statements, which were available for early adoption but have not been adopted, are stated below. At this time it is not possible to reasonably estimate the impact of adoption of these standards. – NZ IFRS 9: Financial Instruments: Classification and Measurement is the first phase of the NZ IAS 39 replacement project and specifies how an entity should classify and measure financial assets and liabilities. – NZ IFRS 10: Consolidated Financial Statements replaces the guidance on control and consolidation in NZ IAS 27 Consolidated and Separate Financial Statements. – NZ IFRS 11: Joint Arrangements introduces criteria for determining the type of joint arrangement which focuses on the rights and obligations of the arrangement rather than the legal form. – NZ IFRS 12: Disclosure of Interest in Other Entities introduces amended and additional disclosures about interests in other entities. – NZ IFRS 13: Fair Value Measurement explains how to measure fair value and enhances fair value disclosures. – Amendments to NZ IAS 19: Employee Benefits incorporates amendments to the definition of short term employee benefits. FONTERRA ANNUAL REPORT 2012 63 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2012 PAGE 65 65 66 66 67 68 72 74 74 75 77 78 79 80 81 83 84 84 85 98 98 99 102 104 104 NOTES 1 Cost of goods sold 2 Operating profit 3 Net foreign exchange (losses)/gains 4 Net finance (costs)/income 5 6 7 8 9 Tax expense/(credit) Segment reporting Capital and reserves Trade and other receivables Inventories 10 Property, plant and equipment 11 Equity accounted investments 12 Intangible assets 13 Trade and other payables 14 Provisions 15 Borrowings 16 Deferred tax 17 Operating cash flows 18 Business combinations 19 Financial risk management 20 Contingent liabilities 21 Commitments 22 Related party transactions 23 Group entities 24 Subsequent events 25 Earnings per share 64 FONTERRA ANNUAL REPORT 2012 1 COST OF GOODS SOLD Opening inventory Cost of Milk: − New Zealand sourced − Non-New Zealand sourced Other purchases Closing inventory Total cost of goods sold GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 3,277 2,870 9,033 1,148 6,244 (2,981) 16,721 10,235 1,272 5,761 (3,277) 16,861 – 9,050 – – – 9,050 – 10,257 – – – 10,257 Parent Cost of Milk – New Zealand sourced includes milk purchased from Fonterra Group companies of $17 million (2011: $22 million). 2 OPERATING PROFIT GROUP $ MILLION PARENT $ MILLION NOTES 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 The following items have been included in arriving at operating profit: Auditors’ remuneration: − Fees paid for the audit or review of financial statements − Fees paid for other services1 Operating lease expense Research and development costs Gain on acquisition of business Net gain on disposal of investments2 Net loss on disposal of property, plant and equipment Net loss on derecognition of software Donations Research and development grants received from government Total employee benefits expense Included in employee benefits expense are − Contributions to defined contribution plans 18 4 2 73 93 – – 2 9 3 (9) 1,704 54 4 2 64 90 (23) (26) – – 6 (6) 1,549 51 2 – – 11 – – 1 1 3 (4) 134 2 2 – – 5 – – 1 – 4 (3) 113 1 1 2 Other services include financial reporting, advisory services, financial and information technology controls assurance and other attest services. On 21 March 2011, Fonterra completed the sale of its Western Australia dairy business. The transaction resulted in a pre-tax gain on sale of $26 million, which was recog- nised in other operating income, as part of the ANZ segment result. It also resulted in a tax credit of $26 million due to the derecognition of the net deferred tax liability associated with the assets and liabilities that were disposed of, which was recognised as a reduction to the tax expense for the year. FONTERRA ANNUAL REPORT 2012 65 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 3 NET FOREIGN EXCHANGE (LOSSES)/GAINS Net foreign exchange (losses)/gains on debt instruments designated in a fair value hedge relationship Net foreign exchange gains/(losses) on derivative instruments designated as a fair value hedge Net foreign exchange (losses)/gains on financial instruments classified as held for trading Net foreign exchange gains/(losses) on financial assets classified as loans and receivables Net foreign exchange (losses)/gains on financial liabilities measured at amortised cost Other net foreign exchange (losses)/gains Net foreign exchange losses 4 NET FINANCE (COSTS)/INCOME Finance income Interest expense on financial liabilities measured at amortised cost Interest expense on derivatives classified as held for trading Total interest expense calculated on an amortised cost basis Change in fair value of forward points on cash flow hedges and net investment hedges Change in fair value of hedged risks on debt instruments designated in a fair value hedge relationship Change in fair value of derivative instruments designated as a fair value hedge1 Change in fair value of financial instruments classified as held for trading Finance costs Net finance (costs)/income GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 (75) 71 (56) 137 (77) (7) (7) 262 (266) 127 (403) 188 1 (91) – – – – – – – – – – – – – – GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 30 (333) (31) (364) – (62) 91 (5) (340) (310) 32 (358) (39) (397) (1) 6 (33) (13) (438) (406) 263 (280) (31) (311) – (62) 91 (5) (287) (24) 375 (292) (39) (331) – 6 (33) (14) (372) 3 1 This includes the fair value impact of the basis risk adjustment inherent in the valuation of cross currency interest rate swaps that does not form part of the debt instrument hedging relationship. 66 FONTERRA ANNUAL REPORT 2012 5 TAX EXPENSE/(CREDIT) Current tax expense/(credit) Prior period adjustments to current tax Deferred tax movements: − Origination and reversal of temporary differences Tax expense/(credit) Profit/(loss) before tax Prima facie tax expense at 28% (2011: 30%) Add/(deduct) tax effect of: − Effect of tax rates in foreign jurisdictions − Non-deductible expenses/additional assessable income − Non-assessable income/additional deductible expenses − Losses of overseas Group entities not recognised − Prior year under/(over) provision − Tax effect of distributions to Shareholders − Origination and reversal of other temporary differences Tax expense/(credit) Imputation credits: Imputation credits available for use in subsequent reporting periods Tax losses Gross tax losses available for which no deferred tax asset has been recognised GROUP $ MILLION PARENT $ MILLION NOTES 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 16 53 1 (1) 53 677 190 (11) 21 (38) 4 1 (128) 14 53 20 63 38 (1) (186) (149) 622 187 (9) 35 (43) 3 (1) (116) (205) (149) 19 61 (227) (17) 18 (226) (178) (50) – 3 (68) – 17 (128) – (226) 9 – (71) (6) (106) (183) 255 77 – 8 (158) – 6 (116) – (183) 9 – FONTERRA ANNUAL REPORT 2012 67 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 6 SEGMENT REPORTING The Group operates predominantly in the international dairy industry. The Group has four reportable segments that are defined by product type and geographic area to reflect how the Group’s operations are managed. The reportable segments presented reflect the Group’s management and reporting structure as viewed by the Fonterra Management Team, which is the Group’s chief operating decision maker. Transactions between segments are based on estimated market prices. REPORTABLE SEGMENT DESCRIPTION New Zealand Milk Products (formerly described as Standard & Premium Ingredients) ANZ Asia/AME Latam Represents the collection, processing and distribution of New Zealand milk, global sales and marketing of New Zealand and non New Zealand milk products, international farming, sustainability, external relations, RD1 and group functions. Represents Fast Moving Consumer Goods (FMCG) operations in New Zealand (including export to the Pacific Islands) and all FMCG and Ingredients operations in Australia (including Milk Supply and Manufacturing). It includes foodservice sales in Australia and New Zealand (except for foodservice sales to Quick Service Restaurants). Represents FMCG operations in Asia (excluding North Asia), Africa and the Middle East, and foodservice sales in Asia/AME and China. Represents FMCG operations in Chile and equity accounted investments in South America. There have been two changes to the organisation of business units within reported segments during the year ended 31 July 2012: – Foodservice sales to Quick Service Restaurants has been moved from ANZ to New Zealand Milk Products; – China foodservice has been moved from New Zealand Milk Products to Asia/AME. Comparatives have been restated to reflect these changes. 68 FONTERRA ANNUAL REPORT 2012 Segment income statement Year ended 31 July 2012 External revenue Inter-segment revenue Revenue from sale of goods Cost of goods sold Segment gross profit Selling and marketing expenses Distribution expenses Administrative expenses Other operating expenses Segment operating expenses Other operating income Net foreign exchange gains/(losses) Share of profit of equity accounted investees Segment earnings before net finance costs and tax Non-recurring items Normalised segment earnings before net finance costs and tax Non-recurring items Finance income Finance costs Tax expense Profit for the year Profit for the year includes the following amounts: Depreciation Amortisation Royalty income from equity accounted investees Non-recurring items consist of the following amounts: Impairment losses recorded in equity accounted investees Restructuring costs associated with the Group Strategy Refresh Other Total non-recurring items Segment asset information: As at and for the year ended 31 July 2012 Equity accounted investments Capital expenditure GROUP $ MILLION NEW ZEALAND MILK PRODUCTS ANZ ASIA/AME LATAM ELIMINATIONS TOTAL GROUP 14,020 1,697 15,717 (14,311) 1,406 (106) (203) (499) (263) (1,071) 102 9 45 491 24 515 (311) (69) 1 – 23 1 24 225 645 3,089 759 3,848 (3,068) 780 (127) (204) (173) (89) (593) 7 (5) 6 195 9 204 (68) (9) – – 7 2 9 6 181 1,855 – 1,855 (1,224) 631 (286) (37) (80) (31) (434) 8 (11) – 194 – 194 (7) (3) – – – – – – 19 805 – 805 (560) 245 (49) (57) (45) (12) (163) 38 – 1 121 8 129 (24) (1) 16 8 – – 8 208 43 – (2,456) (2,456) 2,442 (14) – – 13 10 23 (23) – – (14) – (14) – – – – – – – – – 19,769 – 19,769 (16,721) 3,048 (568) (501) (784) (385) (2,238) 132 (7) 52 987 41 1,028 (41) 30 (340) (53) 624 (410) (82) 17 8 30 3 41 439 888 FONTERRA ANNUAL REPORT 2012 69 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 GROUP $ MILLION NEW ZEALAND MILK PRODUCTS NOTES ANZ ASIA/AME LATAM ELIMINATIONS TOTAL GROUP 13,793 1,800 15,593 (14,381) 1,212 (92) (161) (419) (204) (876) 118 (75) 40 419 1 420 (316) (63) – 14 – (23) – 10 1 216 470 3,459 781 4,240 (3,342) 898 (151) (238) (159) (98) (646) 39 (13) – 278 (22) 256 (72) (8) – 4 (26) – – – (22) – 135 1,793 – 1,793 (1,182) 611 (268) (35) (89) (25) (417) 2 (3) – 193 – 193 (6) (3) – – – – – – – – 17 826 4 830 (558) 272 (85) (53) (46) (17) (201) 27 – 23 121 (2) 119 (20) (1) 21 – – – (5) 3 (2) 213 22 – (2,585) (2,585) 2,602 17 19,871 – 19,871 (16,861) 3,010 – – 13 8 21 (21) – – 17 – 17 – – – – – – – – – – – (596) (487) (700) (336) (2,119) 165 (91) 63 1,028 (23) 1,005 23 32 (438) 149 771 (414) (75) 21 18 (26) (23) (5) 13 (23) 429 644 6 SEGMENT REPORTING CONTINUED Segment income statement Year ended 31 July 2011 External revenue Inter-segment revenue Revenue from sale of goods Cost of goods sold Segment gross profit Selling and marketing expenses Distribution expenses Administrative expenses Other operating expenses Segment operating expenses Other operating income Net foreign exchange losses Share of profit of equity accounted investees Segment earnings before net finance costs and tax Non-recurring items Normalised segment earnings before net finance costs and tax Non-recurring items Finance income Finance costs Tax credit Profit for the year Profit for the year includes the following amounts: Depreciation Amortisation Royalty income from equity accounted investees Non-recurring items consist of the following amounts: Impact of Christchurch earthquakes and Japan earthquake and tsunami Gain on disposal of Western Australia dairy business Gain on acquisition of RD1 Impact of 2010 Chilean earthquake Other Total non-recurring items 2 18 Segment asset information: As at and for the year ended 31 July 2011 Equity accounted investments Capital expenditure 70 FONTERRA ANNUAL REPORT 2012 Entity wide products and services: Consumer goods Ingredients and other revenue Revenue from sale of goods GROUP $ MILLION 31 JULY 2012 31 JULY 2011 4,945 14,824 19,769 5,248 14,623 19,871 EUROPE CHINA REST OF ASIA AUSTRALIA NEW ZEALAND USA REST OF WORLD TOTAL GROUP $ MILLION Geographical segment external revenue: Year ended 31 July 2012 Year ended 31 July 2011 1,169 1,269 2,031 1,877 5,676 5,735 2,300 2,664 1,928 1,560 1,445 1,566 5,220 5,200 19,769 19,871 Revenue is allocated to geographical segments on the basis of the destination of the goods sold. EUROPE CHINA REST OF ASIA AUSTRALIA NEW ZEALAND GROUP $ MILLION Geographical segment reportable non-current assets: As at 31 July 2012 As at 31 July 2011 128 122 123 63 771 723 1,107 1,011 5,166 4,901 Reconciliation of geographical segment non-current assets to total non-current assets: Geographical segment non-current assets Deferred tax asset Derivative financial instruments Total non-current assets USA 127 124 REST OF WORLD TOTAL 706 756 8,128 7,700 GROUP $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 8,128 99 198 8,425 7,700 116 154 7,970 FONTERRA ANNUAL REPORT 2012 71 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 7 CAPITAL AND RESERVES GROUP AND PARENT Balance at 1 August 2010 Issued Surrendered Balance at 31 July 2011 Balance at 1 August 2011 Issued Surrendered Balance at 31 July 2012 CO-OPERATIVE SHARES (THOUSANDS) 1,352,843 89,458 (35,356) 1,406,945 1,406,945 129,157 (34,318) 1,501,784 Co-operative Shares Each Shareholder supplying milk to the Company in a season is required to hold one Co-operative share (share) for each kilogram of milksolids obtainable from milk supplied to the Company by that Shareholder, excluding milk supplied by that Shareholder under contract supply or as unshared supply, in that season. This is known as the share standard. A Shareholder supplying under contract must hold at least 1,000 shares. In addition, each Shareholder is able to hold further shares up to 20% of the share standard, so that they can hold shares of up to 120% of the number they are required to hold under the share standard. The rights attaching to shares include: – voting rights on a poll or postal ballot of one vote per 1,000 kilograms of milksolids obtainable from milk supplied to the Company by a Shareholder during the season preceding that in which a poll or postal ballot is taken, less milksolids supplied under contract supply or as unshared supply; – rights to any dividends declared by the Board; and – rights to share in any surplus on liquidation of the Company. Shares are valued on the basis of a Restricted Share Value. The value of Fonterra shares is determined by the Board on an annual basis, for each season, after having regard to a value range determined by an independent valuer. The use of a Restricted Share Value represents a constitutional change to the fair value method used before the 31 May 2009 valuation and was expected to result in a lower share valuation. To recognise the impact on the share price from such a change in valuation approach, there is a transition period to the new Restricted Share Value approach, during which the share is valued separately under the Restricted Share Value approach and the Fair Value approach. During the transition period the share price cannot fall below a base price. The current base price is $4.52 per share, but this could fall if the mid-point of the range determined by the Fair Value approach falls below $4.52. If the Restricted Share Value is less than the base price, then the base price at that time will be used as the share value. Once the Restricted Share Value is greater than the base price, the transition period is deemed to have ended and the Restricted Share Value will be used from that point onwards. The Restricted Share Value for the 2012/13 season has been set by the Board at $4.52 per share (2011: Restricted Share Value of $4.52 per share). Shareholders may elect, within the application period (which must run, as a minimum, from 15 December to 28 February) to purchase and surrender shares. Shareholders may also elect to purchase additional shares over and above the share standard during a period set by the Board. Shareholders may elect to transact at the June price, which is the share price for the coming season, or under the default price mechanism. This mechanism sets a price range of +/-7.5% of an interim share price set by the Board in the prior December. If the June price falls within the +/- 7.5% price range, Shareholders will transact at the June price. If the June price is above or below the price range, Shareholders will transact at the upper or lower limit of the price range respectively. If a Shareholder decreases supply during a season, the number of shares held will be re-apportioned between the number of minimum required shares (calculated using the share standard) and the number of any additional shares that may be held. Shares held in excess of the number required to be held by the share standard can be surrendered at the election of the Shareholder. However shares representing greater than 120% of the number required by the share standard will automatically be surrendered, at the then prevailing share price. 72 FONTERRA ANNUAL REPORT 2012 Payment for the surrender of shares may be made at the option of the Company by: – cash; or – the issue of Capital Notes. The Company also has the option to pay the surrender value in special circumstances by the issue of redeemable preference shares. The expected cash outflow on redemption or repurchase of the shares is dependent on the share value at that time, the number of shares redeemed or repurchased and the instrument used to settle the obligation, and accordingly cannot be reliably estimated. If a Shareholder increases supply during a season, any additional shares held will be used first to satisfy the increased minimum required shares under the share standard. If no, or insufficient, additional shares are held, the Shareholder must either: – acquire the extra shares required under the share standard at the current season share price; or – request unshared supply (if available). If the Company decides to make unshared supply available, a Shareholder’s entitlement to it cannot exceed 20% of that Shareholder’s share standard for that season. If a Shareholder is granted unshared supply, they will not be required to purchase shares for the quantity elected. However, they will receive a lower milk payment for this unshared supply. Shares acquired by Shareholders may be paid by: – cash; or – the redemption of any Capital Notes held (at the discretion of the Company). On 30 June 2010 Shareholders approved constitutional changes that allow the Board to work towards implementation of capital structure changes. This was re-affirmed in the Special Meeting held on 25 June 2012. The key features are: – the establishment of a platform to enable share trading among Shareholders at a well-discovered market price. – the establishment of a Fonterra Shareholders’ Fund that could acquire from Shareholders the right to receive dividends and the gain/ loss from any change in the underlying value of a certain amount of shares, whilst Shareholders retain voting rights and the access to milk payments attached to the shares. There is no current year impact to the Company’s capital structure arising out of the approvals to date. Dividends paid All shares are eligible to receive a dividend if declared by the Board. On 21 September 2011, the Board declared a dividend of 22.0 cents per share (totalling $303 million), paid on 20 October 2011 to the Shareholders on the share register at 31 May 2011. On 27 March 2012, the Board declared an interim dividend of 12.0 cents per share (totalling $172 million), paid on 20 April 2012 to the Shareholders on the share register at 31 March 2012. The dividend declared after balance date is explained in Note 24. Foreign currency translation reserve The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations as well as from the effective portion of translation or fair value changes of instruments that hedge the Group’s net investment in foreign operations. Cash flow hedge reserve The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. FONTERRA ANNUAL REPORT 2012 73 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 8 TRADE AND OTHER RECEIVABLES Trade receivables Less: provision for impairment of trade receivables Trade receivables net of provision for impairment Receivables from related parties1 Other receivables Total receivables Prepayments Total trade and other receivables 1 There were no material provisions for impairment of receivables from related parties. Movement in the provision for impairment of trade receivables: Opening balance Additional provisions Utilised during the year Unused amounts reversed Foreign currency translation Closing balance 9 INVENTORIES Raw materials Finished goods Impairment of finished goods Total inventories Other disclosures: Inventories stated at net realisable value Amount of inventories pledged as security for liabilities Amount of inventories recognised in cost of goods sold during the year GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 2,176 (29) 2,147 21 61 2,229 73 2,302 2,141 (21) 2,120 16 65 2,201 78 2,279 2 – 2 9,103 2 9,107 18 9,125 1 – 1 9,383 1 9,385 38 9,423 GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 21 17 (2) (8) 1 29 36 5 (6) (13) (1) 21 – – – – – – – – – – – – GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 603 2,492 (114) 2,981 1,679 8 16,721 609 2,783 (115) 3,277 1,882 – 16,861 – – – – – – – – – – – – – – 74 FONTERRA ANNUAL REPORT 2012 10 PROPERTY, PLANT AND EQUIPMENT As at 31 July 2010 Cost Accumulated depreciation and impairment Net book value Net book value As at 1 August 2010 Additions1 Acquired as a result of business combinations Transfer from capital work in progress Transfer to intangible assets Depreciation charge Impairment losses Disposals Foreign currency translation As at 31 July 2011 As at 31 July 2011 Cost Accumulated depreciation and impairment Net book value Net book value As at 1 August 2011 Additions1 Transfer from capital work in progress Transfer to intangible assets Depreciation charge Impairment losses Disposals Foreign currency translation As at 31 July 2012 As at 31 July 2012 Cost Accumulated depreciation and impairment Net book value NOTES LAND BUILDINGS AND LEASEHOLD IMPROVEMENTS PLANT, VEHICLES AND EQUIPMENT CAPITAL WORK IN PROGRESS GROUP $ MILLION 12 12 286 – 286 286 – 6 29 – – – (23) 1 299 299 – 299 299 7 13 – – – – 1 320 320 – 320 1,545 (449) 1,096 1,096 – 8 77 – (66) – (31) (6) 1,078 1,570 (492) 1,078 1,078 10 75 – (70) (8) (2) 5 1,088 1,652 (564) 1,088 4,902 (2,227) 2,675 2,675 – 6 326 – (348) – (50) (2) 2,607 5,028 (2,421) 2,607 2,607 19 357 – (340) (29) (20) 10 2,604 5,322 (2,718) 2,604 299 – 299 299 488 1 (432) (8) – (9) – 3 342 342 – 342 342 668 (445) (12) – – – 4 557 557 – 557 TOTAL 7,032 (2,676) 4,356 4,356 488 21 – (8) (414) (9) (104) (4) 4,326 7,239 (2,913) 4,326 4,326 704 – (12) (410) (37) (22) 20 4,569 7,851 (3,282) 4,569 1 Additions include borrowing costs of $10 million (2011: $2 million) capitalised using a rate of 6.94% (2011: 6.44%). Impairment losses of $37 million were recognised as a result of the Group Strategy Refresh, and of changes to the operating environments in which the affected assets operate. The impairment losses all relate to the New Zealand Milk Products segment. $29 million is recognised within cost of goods sold in the income statement, and $8 million is recognised within distribution expenses in the income statement. Impairment losses of $9 million recognised in the prior year relate to the New Zealand Milk Products segment and were recorded in cost of goods sold in the income statement. The net book value of property, plant and equipment subject to finance leases for the Group is $146 million (31 July 2011: $150 million). Of that balance $5 million relates to land (31 July 2011: $5 million), $115 million relates to building and leasehold improvements (31 July 2011: $119 million), and $26 million relates to plant and equipment (31 July 2011: $26 million). FONTERRA ANNUAL REPORT 2012 75 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 10 PROPERTY, PLANT AND EQUIPMENT CONTINUED NOTES LAND BUILDINGS AND LEASEHOLD IMPROVEMENTS PLANT, VEHICLES AND EQUIPMENT CAPITAL WORK IN PROGRESS PARENT $ MILLION As at 31 July 2010 Cost Accumulated depreciation and impairment Net book value Net book value As at 1 August 2010 Additions1 Additions from other Group entities Transfer from capital work in progress Transfer to intangible assets Depreciation charge As at 31 July 2011 As at 31 July 2011 Cost Accumulated depreciation and impairment Net book value Net book value As at 1 August 2011 Additions1 Transfer from capital work in progress Transfer to intangible assets Depreciation charge Impairment losses Disposals As at 31 July 2012 As at 31 July 2012 Cost Accumulated depreciation and impairment Net book value 12 12 5 – 5 5 – – – – – 5 5 – 5 5 – – – – – – 5 5 – 5 116 (11) 105 105 – 4 31 – (5) 135 151 (16) 135 135 1 1 – (5) – – 132 153 (21) 132 96 (47) 49 49 – 12 18 – (13) 66 124 (58) 66 66 – 20 – (15) (1) (2) 68 141 (73) 68 48 – 48 48 25 – (49) (8) – 16 16 – 16 16 18 (21) (8) – – – 5 5 – 5 TOTAL 265 (58) 207 207 25 16 – (8) (18) 222 296 (74) 222 222 19 – (8) (20) (1) (2) 210 304 (94) 210 1 Additions include borrowing costs of nil (2011: $1 million) capitalised using a rate of nil (2011: 6.44%). The net book value of property, plant and equipment subject to finance leases for the Parent is $143 million (31 July 2011: $149 million). Of that balance $5 million relates to land (31 July 2011: $5 million), $115 million relates to building and leasehold improvements (31 July 2011: $119 million), and $23 million relates to plant and equipment (31 July 2011: $25 million). 76 FONTERRA ANNUAL REPORT 2012 11 EQUITY ACCOUNTED INVESTMENTS A list of significant equity accounted investees is included in Note 23. In the year ended 31 July 2011, Fonterra completed the purchase of the remaining 50% of RD1 Limited, which resulted in RD1 Limited becoming a subsidiary of Fonterra. Further details are set out in Note 18. The Group has provided financial guarantees to certain equity accounted investees as set out in Notes 19 and 22. The Group’s equity accounted investees have entered into non-cancellable operating leases, and the Group’s share of the future aggregate minimum lease payments under these leases is $8 million (2011: $12 million). The Group’s share of capital expenditure contracted for at balance date but not recognised by equity accounted investees is $14 million (2011: nil). The following amounts represent the aggregate assets, liabilities, revenue and profit of equity accounted investees: Assets: Non-current assets Current assets Total assets Liabilities: Non-current liabilities Current liabilities Total liabilities Net assets Revenue Expenses (including interest and tax) Profit after tax GROUP $ MILLION AS AT AND FOR THE YEAR ENDED 31 JULY 2012 AS AT AND FOR THE YEAR ENDED 31 JULY 2011 566 859 1,425 (210) (722) (932) 493 2,632 (2,557) 75 908 896 1,804 (415) (625) (1,040) 764 3,446 (3,347) 99 FONTERRA ANNUAL REPORT 2012 77 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 12 INTANGIBLE ASSETS As at 31 July 2010 Cost Accumulated amortisation and impairment Net book value Net book value As at 1 August 2010 Additions1 Acquired as a result of business combinations Transfer from property, plant and equipment Transfer from work in progress Amortisation Transfer from other Group entities Disposals Foreign currency translation As at 31 July 2011 As at 31 July 2011 Cost Accumulated amortisation and impairment Net book value Net book value As at 1 August 2011 Additions1 Transfer from property, plant and equipment Transfer from work in progress Amortisation Disposals Foreign currency translation As at 31 July 2012 As at 31 July 2012 Cost Accumulated amortisation and impairment Net book value GROUP $ MILLION PARENT $ MILLION NOTES GOODWILL BRANDS SOFTWARE SOFTWARE WIP OTHER TOTAL INTANGIBLES SOFTWARE 10 10 989 (2) 987 987 – 30 – – – – (17) (1) 999 1,001 (2) 999 999 – – – – – 9 1,008 1,010 (2) 1,008 1,643 (94) 1,549 599 (416) 183 1,549 – – – – (6) – (99) (11) 1,433 1,532 (99) 1,433 1,433 – – – (6) – 22 1,449 1,555 (106) 1,449 183 – 3 8 55 (65) – – – 184 664 (480) 184 184 – 12 50 (70) (6) 1 171 672 (501) 171 29 – 29 29 129 – – (55) – – – (2) 101 101 – 101 101 166 – (50) – – 1 218 218 – 218 97 (89) 8 8 27 14 – – (4) – (14) – 31 122 (91) 31 31 18 – – (6) (7) – 36 133 (97) 36 3,357 (601) 2,756 2,756 156 47 8 – (75) – (130) (14) 2,748 3,420 (672) 2,748 2,748 184 12 – (82) (13) 33 2,882 3,588 (706) 2,882 135 (89) 46 46 27 – 8 – (20) 5 – – 66 181 (115) 66 66 25 8 – (21) (1) – 77 211 (134) 77 1 The Group has capitalised borrowing costs of $9 million (2011: $3 million) using a rate of 6.94% (2011: 6.44%). There have been no borrowing costs capitalised by the Parent (2011: nil). Amortisation is recognised in other operating expenses in the income statement. 78 FONTERRA ANNUAL REPORT 2012 Goodwill and other indefinite life intangibles Goodwill Goodwill for each cash generating unit (CGU) has been tested for impairment on a fair value less costs to sell basis. Testing was undertaken in May 2012 using external sources of information where appropriate. Cash flow forecasts used as inputs to determine fair value are based on the Group’s three year plan, extrapolated for a further seven years, and then using a terminal year with a long term growth rate of between 2.0% and 3.0% (31 July 2011: between 2.0% and 3.0%). Management considers a ten year forecast period to be appropriate given the long term nature of the dairy industry. The discount rate applied to future cash flows was 9.0% (31 July 2011: 9.5%). There was headroom between the recoverable amount and the carrying value of goodwill by CGU and no impairment was recognised. No reasonably possible change in any of these assumptions would cause the carrying value of goodwill allocated to a CGU to exceed its recoverable amount. Of those CGUs tested, the goodwill of the Fonterra Brands New Zealand CGU is considered significant in the context of the carrying value of goodwill for the Group. For the Fonterra Brands New Zealand CGU the carrying value of goodwill is $618 million (31 July 2011: $618 million) and the carrying value of indefinite life brands attributable to the CGU is $307 million (31 July 2011: $307 million). These brands are tested for impairment on an individual asset basis (see below). Indefinite life brands Of the total brands held, 91% ($1,320 million) have indefinite useful lives (31 July 2011: 91%, $1,299 million). In concluding that a brand has an indefinite life, management considers its intention to acquire, hold and support brands through advertising and promotional spending for an indefinite period. Individual indefinite life brands are tested annually for impairment through a value-in-use test using a discounted cash flow methodology. 13 TRADE AND OTHER PAYABLES Trade payables Amounts due to related parties Other payables Total trade and other payables (excluding employee entitlements) Employee entitlements Total trade and other payables GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 1,064 9 66 1,139 247 1,386 1,031 8 97 1,136 214 1,350 62 6,929 40 7,031 22 7,053 41 7,242 41 7,324 19 7,343 FONTERRA ANNUAL REPORT 2012 79 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 14 PROVISIONS Restructuring and rationalisation provisions Opening balance Additional provisions Unused amounts reversed Charged to income statement Foreign currency translation Utilised during the year Closing balance Legal claims provisions Opening balance Additional provisions Unused amounts reversed Charged to income statement Foreign currency translation Utilised during the year Closing balance Other provisions Opening balance Additional provisions Unused amounts reversed Charged to income statement Foreign currency translation Utilised during the year Closing balance Total provisions Included within the statement of financial position as follows: Current liabilities Non-current liabilities Total provisions The nature of the provisions are as follows: GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 7 19 (1) 18 – (4) 21 83 – (16) (16) – (21) 46 83 57 (13) 44 7 (37) 97 164 83 81 164 13 8 (3) 5 (1) (10) 7 86 6 (5) 1 (4) – 83 103 39 (28) 11 (7) (24) 83 173 67 106 173 1 10 – 10 – – 11 83 – (16) (16) – (21) 46 24 3 (6) (3) – (16) 5 62 20 42 62 3 1 (2) (1) – (1) 1 85 6 (5) 1 (3) – 83 16 15 (2) 13 (1) (4) 24 108 29 79 108 – the provision for restructuring and rationalisation includes obligations relating to planned changes throughout the business to improve efficiencies and reduce costs. None of the provisions are individually significant. The value of the obligation is based on project plans, and the provisions are expected to be utilised in the next year. – the legal claims provisions include obligations relating to tax, customs and duties and legal matters arising in the normal course of business. None of the provisions are individually significant. The timing and amount of the future obligations are uncertain, as they are contingent on the outcome of a number of judicial proceedings. The amount recognised has been based on management’s best estimate of the amount that will be required to settle the obligation. The outcome of most of the obligations is not expected to be determined within the next year, and therefore most of the provision is classified as non-current. – other provisions arise in the normal course of business and relate to provisions for areas such as employee benefits. None of the provisions are individually significant. The value of the obligation is based on management’s best estimate of the amount that will be required to settle the obligation, and the majority of the provisions are expected to be utilised in the next year. 80 FONTERRA ANNUAL REPORT 2012 15 BORROWINGS Current Commercial paper Bank loans Finance leases Medium-term notes Total current borrowings Non-current Bank loans Finance leases Capital notes Retail bonds Medium-term notes Total non-current borrowings Total borrowings GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 198 150 8 848 1,204 124 169 35 943 2,474 3,745 4,949 50 337 7 50 444 154 172 35 940 2,905 4,206 4,650 198 1 3 797 999 – 144 35 943 1,893 3,015 4,014 50 – 3 – 53 150 147 35 940 2,527 3,799 3,852 – Finance leases are secured over the related item of property, plant and equipment (Note 10). – Included within bank loans is $8 million (31 July 2011: nil) of borrowings secured over inventories (Note 9). – Capital notes are unsecured subordinated borrowings. – All other borrowings are unsecured and unsubordinated. Opening balance New issues Bank loans Finance leases Commercial paper Retail bonds Medium-term notes Repayments Bank loans Finance leases Commercial paper Medium-term notes Other movements Amortisation of discount Changes in fair value Changes due to foreign currency translation Closing balance GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 4,650 AS AT 31 JULY 2011 4,924 1,394 2 626 – 193 2,215 (1,606) (7) (480) (4) (2,097) 7 62 112 181 4,949 2,298 – 817 – 533 3,648 (2,396) (9) (990) (153) (3,548) 7 (6) (375) (374) 4,650 AS AT 31 JULY 2012 3,852 580 – 626 – – 1,206 (731) (3) (480) – (1,214) 7 62 101 170 4,014 AS AT 31 JULY 2011 4,356 569 – 817 – 149 1,535 (555) (6) (990) (148) (1,699) 7 (6) (341) (340) 3,852 FONTERRA ANNUAL REPORT 2012 81 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 15 BORROWINGS CONTINUED Net interest bearing debt position Total borrowings Cash and cash equivalents Interest bearing advances included in other non-current assets Bank overdraft Net interest bearing debt Value of derivatives used to manage changes in hedged risks and other foreign exchange movements on debt Economic net interest bearing debt1 1 Economic net interest bearing debt reflects the effect of debt hedging in place at balance date. Net interest bearing debt is managed on a Group basis. Net tangible assets per security1 $ per listed debt security on issue $ per Co-operative share on issue Listed debt securities on issue (million) Co-operative shares on issue (million) 1 Net tangible assets represents total assets less total liabilities less intangible assets. GROUP $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 4,949 (1,033) (125) 42 3,833 396 4,229 4,650 (785) (122) 23 3,766 565 4,331 GROUP AS AT 31 JULY 2012 AS AT 31 JULY 2011 3.58 2.51 1,053 1,502 3.60 2.70 1,053 1,407 Finance leases – minimum lease payments Not later than one year Later than one year and not later than five years Later than five years Future finance charges on finance leases Present value of finance leases The present value of finance leases is as follows: Not later than one year Later than one year and not later than five years Later than five years Total present value of finance leases GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 20 92 148 260 (83) 177 8 41 128 177 19 86 169 274 (95) 179 7 47 125 179 15 65 147 227 (80) 147 3 18 126 147 15 59 168 242 (92) 150 3 22 125 150 82 FONTERRA ANNUAL REPORT 2012 16 DEFERRED TAX Deferred tax Property, plant and equipment Intangible assets Derivative financial instruments Employee entitlements Inventories Receivables, payables and provisions New Zealand tax losses Offshore tax losses Other Total deferred tax Movements for the year Opening balance Recognised in the income statement Recognised directly in other comprehensive income Foreign currency translation Closing balance 5 Included within the statement of financial position as follows: Deferred tax assets Deferred tax liabilities Total deferred tax Balance expected to be recovered or settled: Within the next 12 months After the next 12 months Total deferred tax GROUP $ MILLION PARENT $ MILLION NOTES AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 (108) (364) (40) 59 37 42 357 76 (45) 14 (179) 1 187 5 14 99 (85) 14 104 (90) 14 (156) (295) (236) 52 16 34 387 39 (20) (179) (193) 186 (160) (12) (179) 116 (295) (179) (119) (60) (179) 9 (22) 26 6 – 9 357 – – 385 403 (18) – – 385 385 – 385 41 344 385 5 (18) 25 7 – 11 373 – – 403 287 106 10 – 403 403 – 403 43 360 403 FONTERRA ANNUAL REPORT 2012 83 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 17 OPERATING CASH FLOWS Profit for the year Non-cash items Amortisation of intangible assets Depreciation of property, plant and equipment Movement in deferred tax Gain on acquisition of business Net gain on disposal of investments Net loss on disposal of property, plant and equipment Net loss on derecognition of software Share of profit of equity accounted investees Impairment of property, plant and equipment Other non-cash items Total non-cash items (Increase)/decrease in working capital 12 10 18 2 2 2 10 Inventories Trade and other receivables Other current assets (including derivative financial instruments) Tax balances Amounts owing to suppliers Trade and other payables Other current liabilities (including derivative financial instruments) Provisions Increase in working capital Items classified as investing and financing activities Net cash flows from operating activities GROUP $ MILLION PARENT $ MILLION NOTES 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 624 82 410 (193) – – 2 9 (52) 37 19 314 296 (23) 832 20 (596) 36 235 16 816 (364) 1,390 771 75 414 (14) (23) (26) – – (63) 9 – 372 (407) (191) (638) (25) 541 99 (53) (25) (699) 740 1,184 48 21 20 18 – – 1 1 – 1 (1) 61 – 18 818 – (595) 23 206 (9) 461 (1,358) (788) 438 20 18 (116) – – 1 – – – 1 (76) – (2) (610) – 591 (9) (62) 10 (82) 119 399 18 BUSINESS COMBINATIONS There were no material business combinations during the year ended 31 July 2012 or 31 July 2011. On 1 July 2011, the Group completed the purchase of the remaining 50% of RD1 Limited. The Group recorded a gain of $23 million relating to this business combination in the year ended 31 July 2011. This gain represents the difference between the carrying value of the Group’s equity accounted investment in RD1 at the time of acquisition of the remaining 50%, and the fair value of that pre-existing interest. This gain was recognised in other operating income, in the New Zealand Milk Products segment result. This transaction is not considered material and therefore no further disclosure has been made. 84 FONTERRA ANNUAL REPORT 2012 19 FINANCIAL RISK MANAGEMENT Overview Global financial and commodity markets remain volatile. The nature of Fonterra’s business is such that managing risks in the foreign exchange, interest rate, commodity, credit and liquidity markets is critical to minimising the volatility in returns to Shareholders. The Board has overall responsibility for the establishment and oversight of the Group’s financial risk management framework. The Board: – has established risk management policies and procedures to identify, analyse and, where appropriate, manage the risks faced by the Group; – has approved a Treasury Policy that covers appropriate risk limits and controls (including, but not limited to, delegated authority levels and authorised use of various financial instruments); and – monitors risks and adherence to approved limits. The Group’s overall financial risk management programme focuses primarily on maintaining a prudent risk profile that provides flexibility to implement the Group’s strategies, while ensuring the optimisation of the return on assets. Risk management is predominantly carried out by a central treasury department (Group Treasury), which ensures compliance with the risk management policies and procedures set by the Board. During the year in order to manage financial risks, the key risk management activities undertaken by the Group included, but were not limited to, the following: Capital structure Fonterra continues to work towards establishing Trading Among Farmers. The necessary changes to the Dairy Industry Restructuring Act 2001 (DIRA) to give effect to this have been passed into law, meaning that the Company’s obligations under DIRA to redeem Co-operative shares can come to an end on the launch of Trading Among Farmers (provided certain legislative conditions continue to be met). These capital structure changes are significant steps for Fonterra, and further detail is given in Note 7 and the capital management section below. Bank facility renewal Fonterra’s banking facilities are renewed at least annually with the exception of certain facilities where renewals are required at agreed periods of over one year. On 31 July 2012, Fonterra had $3,565 million (31 July 2011: $3,715 million) of undrawn committed facilities. For further details refer to liquidity risk below in Note 19(d). Debt to debt plus equity ratio As a result of the above activities and close management of the financial risks faced by Fonterra, the economic debt to debt plus equity ratio has reduced from 41.8% at 31 July 2011 to 39.1% at 31 July 2012. For more details refer to the capital management section below in Note 19(e). a) Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk on sales, purchases, investments and borrowings that are denominated in foreign currencies. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The main impacts of foreign exchange movements on the Group arise from: – transaction risk: variations in the New Zealand dollar value of the Group’s sales receipts and other cash flows; and – translation risk: the value of the Group’s investment in foreign operations and the Group’s foreign currency debt. Approximately 65% (31 July 2011: 67%) of the Group’s net foreign exchange exposure is against the United States dollar. The Group’s objective is to ensure foreign exchange exposure is managed in a prudent manner in order to reduce volatility on the returns to Shareholders and Shareholder Suppliers. FONTERRA ANNUAL REPORT 2012 85 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 19 FINANCIAL RISK MANAGEMENT CONTINUED In respect of transaction hedging the Group’s policy is to hedge 100% of the net recognised foreign currency trade receivables and foreign currency trade payables, and up to 100% of forecast cash receipts from sales for a period of up to 18 months. The level of hedging undertaken is influenced by current exchange rates and the time until the expected cash flows occur, within the limits approved by the Board. The Group seeks to designate items in a hedge relationship where it is practical to do so; therefore some derivative instruments entered into as economic hedges may not be in a designated hedge relationship for accounting purposes. In respect of translation hedging, during the year the Group amended its policy from hedging between 50% and 100% of material net translation exposures to hedge between nil and 100% of material net translation exposures. Group Treasury uses forward foreign exchange contracts, currency options and cross currency interest rate swaps to hedge its foreign exchange risk. The Group’s investments in foreign operations can be hedged by a combination of derivative instruments and borrowings in the relevant currencies. Exposure to foreign currency risk The significant notional unhedged exposures to foreign currencies are as follows: USD EUR AUD GBP JPY BRL CLP CNY SGD United States dollar Euro Australian dollar Great Britain pound Japanese yen Brazilian real Chilean peso Chinese yuan Singapore dollar GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 115 291 2,005 2 117 158 427 55 788 34 80 1,002 3 79 199 303 39 473 (8,264) (123) (13) (19) (1) – – (51) (3) (7,469) (190) (654) (67) – – (55) – (234) Parent carries economic hedge derivative contracts for risks that sit elsewhere in the Group. Included in the analysis above are derivative contracts with notional balances of $6,429 million (31 July 2011: $5,860 million) in respect of forecast and actual sale transactions. Foreign exchange sensitivity A 10% movement in the value of the New Zealand dollar against the key currencies to which the Group is exposed would result in the following post-tax (using appropriate tax rates) increase/(decrease) to equity and profit. A 10% movement in exchange rates is considered reasonably possible over the short term given historical fluctuations in the value of the New Zealand dollar. GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 Impact of a 10% strengthening of the NZD Impact of a 10% weakening of the NZD 13 35 (9) (10) (46) 132 3 (21) (19) 23 – – (37) 46 – – EQUITY PROFIT EQUITY PROFIT EQUITY PROFIT EQUITY PROFIT The Parent has no sensitivity to foreign exchange movements in the income statement as gains and losses are passed to a subsidiary through a novation agreement. 86 FONTERRA ANNUAL REPORT 2012 Interest rate risk b) The Group’s interest rate risk arises from its borrowings and funds on deposit. Borrowings issued and funds on deposit held at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group borrows a mixture of fixed and variable rate debt in a range of currencies. The Group actively hedges its repricing profile using interest rate swaps in accordance with its Treasury Policy in order to manage the volatility of finance costs. The Group’s benchmark is to ensure between 20% and 55% of interest payments are fixed depending upon the maturity of the debt. Exposure to interest rate risk Sensitivities to interest rate risk have been assessed on the basis of a 100 basis point movement in interest rates. A 100 basis point movement is considered reasonably possible over the short term. Sensitivities are presented net of tax, using appropriate tax rates. Fair value sensitivity analysis A change in interest rates impacts the fair value of the Group’s interest rate derivatives and where changes in hedged risks on certain debt instruments are recognised at fair value. The fair value sensitivity to a 100 basis point movement in interest rates (based on financial assets and liabilities held at the balance date) is as follows: Fair value gain/(loss) from 100 bp increase Fair value gain/(loss) from 100 bp decrease GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 64 (70) 74 (81) 64 (70) 74 (81) Cash flow sensitivity analysis A change in the interest rates would also impact on interest payments and receipts on the Group’s floating rate debt instruments (including the floating leg of any interest rate derivatives). The cash flow sensitivity to a 100 basis point movement in interest rates (based on financial assets and liabilities held at the balance date) is as follows: One year cash flow impact of 100 bp increase One year cash flow impact of 100 bp decrease GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 (13) 13 (15) 15 (13) 12 (15) 15 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, and arises principally from the Group’s receivables from customers and derivative financial instruments. The Group operates a policy of only entering into contracts for sale with customers whose credit limits are in accordance with the Group’s delegated authorities approved by the Board. For export customers located outside of New Zealand credit risk mitigant tools such as letters of credit may be utilised in conjunction with credit limits. The ageing profile of Group trade and other receivables (excluding prepayments) is as follows: $ MILLION As at 31 July 2012 As at 31 July 2011 NEITHER PAST DUE NOR IMPAIRED 1,859 1,807 LESS THAN 1 MONTH PAST DUE 238 230 PAST DUE BUT NOT IMPAIRED MORE THAN 1 MONTH BUT LESS THAN 3 MONTHS PAST DUE 84 113 MORE THAN 3 MONTHS PAST DUE 48 51 TOTAL 2,229 2,201 Parent has no trade and other receivables that are past due (31 July 2011: nil). The Group does not hold collateral or security in relation to credit risk and has no undue concentrations of credit risk. FONTERRA ANNUAL REPORT 2012 87 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 19 FINANCIAL RISK MANAGEMENT CONTINUED The Group has a policy to limit its exposure to credit risk by entering into transactions only with financial counterparties that have a credit rating of at least ‘A-’ from Standard & Poor’s or equivalent. Given this high credit rating threshold, management does not expect these counterparties to fail to meet their obligations. Exceptions to this policy are authorised in accordance with the Board-approved Financial Risk Management Standard. The Group has assessed trade and other receivables requiring specific impairment at balance date. As a result $29 million (31 July 2011: $21 million) has been provided against these balances. This represents 0.15% (31 July 2011: 0.11%) of the total revenue from sale of goods. The maximum credit risk on cash and cash equivalents, trade and other receivables, derivative financial instruments and other investments is best represented by their carrying values. d) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group has a policy in place to ensure that it has sufficient cash or facilities on demand to meet expected operational expenses for a period of at least 80 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In such situations back-up funding lines are maintained and as set out in the Company’s constitution, the Company can defer payments to Shareholder Suppliers if necessary. Group Treasury manages the Group’s liquidity by retaining cash and marketable securities, the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. At balance date the Group had undrawn lines of credit totalling $3,565 million (31 July 2011: $3,715 million), and the Parent had undrawn lines of credit of $2,080 million (31 July 2011: $2,003 million). The liquidity and refinancing risks are also managed by ensuring that Fonterra can maintain access to funding markets throughout the world. To that end, Fonterra maintains debt issuance programmes in a number of key markets and manages relationships with international investors. An illustration of this is the recent issue in Australia of AUD $150 million of medium-term notes with a maturity of ten years. 88 FONTERRA ANNUAL REPORT 2012 Exposure to liquidity risk Non-derivative financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Total non-derivative financial assets Non-derivative financial liabilities Borrowings − Commercial paper − Bank loans − Finance leases − Capital notes − Retail bonds − Medium-term notes Bank overdraft Owing to suppliers Trade and other payables (excluding employee entitlements) Financial guarantees issued1 Total non-derivative financial liabilities Derivative financial instruments Gross settled derivatives − Inflow − Outflow Total gross settled derivative financial instruments Net settled derivatives Total financial instruments 1 Maximum cash flows under guarantees provided by the Group. GROUP $ MILLION AS AT 31 JULY 2012 CARRYING AMOUNT CONTRACTUAL CASH FLOWS 3 MONTHS OR LESS 3–12 MONTHS 1–5 YEARS MORE THAN 5 YEARS 1,033 2,229 125 3,387 (198) (274) (177) (35) (943) (3,322) (42) (1,083) (1,139) – (7,213) – – (228) 33 (4,021) 1,033 2,229 149 3,411 (199) (305) (259) (42) (1,162) (4,165) (42) (1,083) (1,093) (100) (8,450) 17,709 (18,274) (565) 225 (5,379) 1,033 2,229 1 3,263 (199) (69) (5) – (21) (72) (42) (1,083) (1,093) (100) (2,684) 9,343 (9,290) 53 (7) 625 – – 15 15 – (94) (15) (1) (52) (938) – – – – (1,100) 5,124 (5,167) (43) 27 (1,101) – – 97 97 – (142) (85) (6) (1,089) (1,653) – – – – (2,975) 2,282 (2,458) (176) 83 (2,971) – – 36 36 – – (154) (35) – (1,502) – – – – (1,691) 960 (1,359) (399) 122 (1,932) FONTERRA ANNUAL REPORT 2012 89 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 19 FINANCIAL RISK MANAGEMENT CONTINUED Exposure to liquidity risk Non-derivative financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Total non-derivative financial assets Non-derivative financial liabilities Borrowings − Commercial paper − Bank loans − Finance leases − Capital notes − Retail bonds − Medium-term notes Bank overdraft Owing to suppliers Trade and other payables (excluding employee entitlements) Financial guarantees issued1 Total non-derivative financial liabilities Derivative financial instruments Gross settled derivatives − Inflow − Outflow Total gross settled derivative financial instruments Net settled derivatives Total financial instruments 1 Maximum cash flows under guarantees provided by the Group. GROUP $ MILLION AS AT 31 JULY 2011 CARRYING AMOUNT CONTRACTUAL CASH FLOWS 3 MONTHS OR LESS 3–12 MONTHS 1–5 YEARS MORE THAN 5 YEARS 785 2,201 122 3,108 (50) (491) (179) (35) (940) (2,955) (23) (1,679) (1,136) – (7,488) – – 477 1 (3,902) 785 2,201 154 3,140 (50) (507) (274) (43) (1,234) (3,888) (23) (1,679) (1,081) (104) (8,883) 17,598 (17,467) 131 234 (5,378) 785 2,201 10 2,996 (50) (52) (5) – (21) (70) (23) (1,679) (1,081) (104) (3,085) 9,045 (8,687) 358 (7) 262 – – 31 31 – (301) (14) (1) (52) (142) – – – – (510) 6,041 (5,333) 708 22 251 – – 72 72 – (154) (86) (7) (1,161) (2,415) – – – – (3,823) 1,571 (2,011) (440) 74 (4,117) – – 41 41 – – (169) (35) – (1,261) – – – – (1,465) 941 (1,436) (495) 145 (1,774) 90 FONTERRA ANNUAL REPORT 2012 Exposure to liquidity risk Non-derivative financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Total non-derivative financial assets Non-derivative financial liabilities Borrowings − Commercial paper − Bank loans − Finance leases − Capital notes − Retail bonds − Medium-term notes Owing to suppliers Trade and other payables (excluding employee entitlements) Financial guarantees issued1 Total non-derivative financial liabilities Derivative financial instruments Gross settled derivatives − Inflow − Outflow Total gross settled derivative financial instruments Net settled derivatives Total financial instruments PARENT $ MILLION AS AT 31 JULY 2012 CARRYING AMOUNT CONTRACTUAL CASH FLOWS 3 MONTHS OR LESS 3–12 MONTHS 1–5 YEARS MORE THAN 5 YEARS 793 4 3 800 (198) (1) (147) (35) (943) (2,690) (1,134) (102) – (5,250) – – (226) 34 (4,642) 793 4 4 801 (199) (1) (228) (42) (1,162) (3,328) (1,134) (63) (1,980) (8,137) 16,774 (17,345) (571) 226 (7,681) 793 4 – 797 (199) (1) (4) – (21) (19) (1,134) (63) (1,980) (3,421) 8,893 (8,837) 56 (7) (2,575) – – – – – – (11) (1) (52) (904) – – – (968) 5,029 (5,071) (42) 28 (982) – – 1 1 – – (59) (6) (1,089) (1,149) – – – (2,303) 1,892 (2,078) (186) 83 (2,405) – – 3 3 – – (154) (35) – (1,256) – – – (1,445) 960 (1,359) (399) 122 (1,719) 1 Maximum cash flows under guarantees provided by the Parent. Amounts due to and from consolidated Group entities that are repayable on demand (refer to Notes 8, 13 and 22) have been excluded from the above table. FONTERRA ANNUAL REPORT 2012 91 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 19 FINANCIAL RISK MANAGEMENT CONTINUED Exposure to liquidity risk Non-derivative financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Total non-derivative financial assets Non-derivative financial liabilities Borrowings − Commercial paper − Bank loans − Finance leases − Capital notes − Retail bonds − Medium-term notes Owing to suppliers Trade and other payables (excluding employee entitlements) Financial guarantees issued1 Total non-derivative financial liabilities Derivative financial instruments Gross settled derivatives − Inflow − Outflow Total gross settled derivative financial instruments Net settled derivatives Total financial instruments PARENT $ MILLION AS AT 31 JULY 2011 CARRYING AMOUNT CONTRACTUAL CASH FLOWS 3 MONTHS OR LESS 3–12 MONTHS 1–5 YEARS MORE THAN 5 YEARS 570 2 2 574 (50) (150) (150) (35) (940) (2,527) (1,729) (82) – (5,663) – – 481 2 (4,606) 570 2 3 575 (50) (155) (242) (43) (1,234) (3,338) (1,729) (41) (2,135) (8,967) 17,253 (17,118) 135 234 (8,023) 570 2 – 572 (50) (2) (4) – (21) (19) (1,729) (41) (2,135) (4,001) 8,722 (8,359) 363 (7) (3,073) – – – – – (3) (11) (1) (52) (119) – – – (186) 6,019 (5,312) 707 22 543 – – – – – (150) (59) (7) (1,161) (1,941) – – – (3,318) 1,571 (2,011) (440) 74 (3,684) – – 3 3 – – (168) (35) – (1,259) – – – (1,462) 941 (1,436) (495) 145 (1,809) Maximum cash flows under guarantees provided by the Parent. 1 Amounts due to and from consolidated Group entities that are repayable on demand (refer to Notes 8, 13 and 22) have been excluded from the above table. e) Capital management The Board’s objective is to maximise Shareholder returns over time by maintaining an optimal capital structure. The Group provides returns to Shareholders through a milk price, dividends, and changes in the Company’s share price. In order to maintain an appropriate capital structure, the Board may decide to retain profits within the Group. The Board undertook a review of the capital structure in 2009, which identified a series of changes as set out in Note 7. These changes are intended to strengthen the statement of financial position, primarily by removing redemption risk and providing a framework conducive to ongoing retentions. The Board closely monitors the Group’s debt to debt plus equity ratio. This ratio is calculated as economic net interest bearing debt divided by total capital. Economic net interest bearing debt is calculated as disclosed in Note 15. Total capital is calculated as equity, as presented on the statement of financial position (excluding the cash flow hedge reserve), plus net interest bearing debt. The economic debt to debt plus equity ratio as at 31 July 2012 was 39.1% (31 July 2011: 41.8%), which is below the Board’s target of 45%-50%. The Group is not subject to externally imposed capital requirements. 92 FONTERRA ANNUAL REPORT 2012 f) Dairy commodity price risk Dairy commodity price risk is the risk of volatility in profit or loss from a movement in dairy commodity prices to which the Group may be exposed. Dairy commodity price risk arises from transactions for the sale and purchase of a variety of milk and milk derived products. The Group manages its dairy commodity price risk by adopting a product mix that management considers best reflects the demand trends in dairy product markets globally. Sales contracts for future production of varying lengths are also used to enable the Group to sell its products at prices and times that management considers will maximise revenue. The Group has also commenced on a limited scale direct trading in dairy commodity derivatives. Due to the limited market for the types of dairy commodity derivatives, such activity is only a small component of management’s strategy for managing commodity price risk. Fonterra aims to use its industry knowledge to obtain the best price for future sales, so as markets for such derivatives grows, the scope of such commodity risk management activities may increase. Commodity price risk sensitivity analysis The table below summarises the impact on dairy commodity derivatives for increases/decreases of dairy commodity prices on the Group’s post- tax profit for the year. The analysis is based on the assumption that dairy based commodity derivative prices had increased/decreased by 10% with all other variables held constant: Impact of 10% increase in quoted dairy commodity prices Impact of 10% decrease in quoted dairy commodity prices GROUP $ MILLION 31 JULY 2012 PROFIT 31 JULY 2011 PROFIT (1) 1 - - g) Financial instrument fair values and classifications Basis for determining fair values The fair value of interest rate swaps and cross currency interest rate swaps is based on accepted valuation methodologies. The fair value of these instruments is calculated by discounting estimated future cash flows based on the terms and maturity of each contract, at market interest rates. The fair values of financial liabilities are calculated by discounting the future contractual cash flows at current market interest rates that are available for similar financial instruments. Fair values at balance date have been assessed using a range of market interest rates between 0.01% and 5.62% (31 July 2011: 0.05% and 7.00%) across all currencies in which the Group holds financial instruments. Fair values are allocated to a fair value hierarchy based on the following: – Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; – Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and – Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). FONTERRA ANNUAL REPORT 2012 93 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 19 FINANCIAL RISK MANAGEMENT CONTINUED GROUP $ MILLION AS AT 31 JULY 2012 LOANS AND RECEIVABLES OTHER AMORTISED COST HELD FOR TRADING DERIVATIVES IN HEDGE RELATIONSHIPS CARRYING VALUE FAIR VALUE Financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Derivative assets – current Derivative assets – non-current Total financial assets Financial liabilities Bank overdraft Owing to suppliers Total payables and accruals (excluding employee entitlements) Borrowings − Commercial paper − Bank loans − Finance leases − Retail bonds − Medium-term notes Capital notes Derivative liabilities – current Derivative liabilities – non-current Total financial liabilities Total financial instruments 1,033 2,229 125 – – 3,387 – – – – – – – – – – – – 3,387 – – – – – – (42) (1,083) (1,139) (198) (274) (177) (943) (3,322) (35) – – (7,213) (7,213) – – – 87 117 204 – – – – – – – – – (37) (166) (203) 1 – – – 188 81 269 – – – – – – – – – (218) (247) (465) (196) Included in the table above are the following instruments that have fair value changes recognised in the statement of financial position: Level 1 fair value hierarchy Derivative assets Derivative liabilities Total level 1 fair value hierarchy – – – – – – 1 – 1 1 – 1 – – – Level 2 fair value hierarchy Derivative assets Derivative liabilities Total level 2 fair value hierarchy Total instruments recognised in the statement of financial position at fair value – – – – – – – – 203 (203) – 269 (465) (196) 472 (668) (196) 472 (668) (196) 1 (196) (195) (195) 94 FONTERRA ANNUAL REPORT 2012 1,033 2,229 125 275 198 3,860 1,033 2,229 133 275 198 3,868 (42) (1,083) (42) (1,083) (1,139) (1,139) (198) (274) (177) (943) (3,322) (35) (255) (413) (7,881) (4,021) (198) (274) (208) (1,053) (3,659) (28) (255) (413) (8,352) (4,484) 1 – 1 GROUP $ MILLION AS AT 31 JULY 2011 LOANS AND RECEIVABLES OTHER AMORTISED COST HELD FOR TRADING DERIVATIVES IN HEDGE RELATIONSHIPS CARRYING VALUE FAIR VALUE Financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Derivative assets – current Derivative assets – non-current Total financial assets Financial liabilities Bank overdraft Owing to suppliers Total payables and accruals (excluding employee entitlements) Borrowings − Commercial paper − Bank loans − Finance leases − Retail bonds − Medium-term notes Capital notes Derivative liabilities – current Derivative liabilities – non-current Total financial liabilities Total financial instruments 785 2,201 122 – – 3,108 – – – – – – – – – – – – 3,108 – – – – – – (23) (1,679) (1,136) (50) (491) (179) (940) (2,955) (35) – – (7,488) (7,488) – – – 302 32 334 – – – – – – – – – (41) (110) (151) 183 – – – 798 122 920 – – – – – – – – – (17) (608) (625) 295 Included in the table above are the following instruments that have fair value changes recognised in the statement of financial position: Level 1 fair value hierarchy Derivative assets Derivative liabilities Total level 1 fair value hierarchy – (1) (1) – (1) (1) – – – – – – – – – Level 2 fair value hierarchy Derivative assets Derivative liabilities Total level 2 fair value hierarchy Total instruments recognised in the statement of financial position at fair value – – – – – – – – 785 2,201 122 1,100 154 4,362 785 2,201 128 1,100 154 4,368 (23) (1,679) (23) (1,679) (1,136) (1,136) (50) (491) (179) (940) (2,955) (35) (58) (718) (8,264) (3,902) (50) (491) (201) (1,042) (3,238) (30) (58) (718) (8,666) (4,298) – (1) (1) 1,254 (775) 479 334 (150) 184 920 (625) 295 1,254 (775) 479 183 295 478 478 FONTERRA ANNUAL REPORT 2012 95 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 19 FINANCIAL RISK MANAGEMENT CONTINUED PARENT $ MILLION AS AT 31 JULY 2012 LOANS AND RECEIVABLES OTHER AMORTISED COST HELD FOR TRADING DERIVATIVES IN HEDGE RELATIONSHIPS CARRYING VALUE FAIR VALUE Financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Derivative assets – current Derivative assets – non-current Total financial assets Financial liabilities Owing to suppliers Total payables and accruals (excluding employee entitlements) Borrowings − Commercial paper − Bank loans − Finance leases − Retail bonds − Medium-term notes Capital notes Derivative liabilities – current Derivative liabilities – non-current Total financial liabilities Total financial instruments 793 8,866 3 – – 9,662 – – – – – – – – – – – 9,662 – – – – – – (1,134) (7,031) (198) (1) (147) (943) (2,690) (35) – – (12,179) (12,179) – – – 263 137 400 – – – – – – – – (37) (171) (208) 192 – – – 7 61 68 – – – – – – – – (210) (242) (452) (384) Included in the table above are the following instruments that have fair value changes recognised in the statement of financial position: Level 2 fair value hierarchy Derivative assets Derivative liabilities Total level 2 fair value hierarchy 468 (660) (192) 400 (208) 192 68 (452) (384) – – – – – – Total instruments recognised in the statement of financial position at fair value – – 192 (384) (192) (192) 96 FONTERRA ANNUAL REPORT 2012 793 8,866 3 270 198 10,130 793 8,866 3 270 198 10,130 (1,134) (1,134) (7,031) (7,031) (198) (1) (147) (943) (2,690) (35) (247) (413) (12,839) (2,709) (198) (1) (176) (1,053) (2,992) (28) (247) (413) (13,273) (3,143) 468 (660) (192) PARENT $ MILLION AS AT 31 JULY 2011 LOANS AND RECEIVABLES OTHER AMORTISED COST HELD FOR TRADING DERIVATIVES IN HEDGE RELATIONSHIPS CARRYING VALUE FAIR VALUE 570 9,236 2 1,088 154 11,050 570 9,236 2 1,088 154 11,050 (1,729) (1,729) (7,324) (7,324) (50) (150) (150) (940) (2,527) (35) (41) (718) (13,664) (2,614) (50) (150) (169) (1,042) (2,799) (30) (41) (718) (14,052) (3,002) 1,242 (759) 483 Financial assets Cash and cash equivalents Trade and other receivables (excluding prepayments) Long-term advances Derivative assets – current Derivative assets – non-current Total financial assets Financial liabilities Owing to suppliers Total payables and accruals (excluding employee entitlements) Borrowings − Commercial paper − Bank loans − Finance leases − Retail bonds − Medium-term notes Capital notes Derivative liabilities – current Derivative liabilities – non-current Total financial liabilities Total financial instruments 570 9,236 2 – – 9,808 – – – – – – – – – – – 9,808 – – – – – – (1,729) (7,324) (50) (150) (150) (940) (2,527) (35) – – (12,905) (12,905) – – – 1,088 110 1,198 – – – – – – – – (41) (113) (154) 1,044 – – – – 44 44 – – – – – – – – – (605) (605) (561) Included in the table above are the following instruments that have fair value changes recognised in the statement of financial position: Level 2 fair value hierarchy Derivative assets Derivative liabilities Total level 2 fair value hierarchy 1,198 (154) 1,044 1,242 (759) 483 44 (605) (561) – – – – – – Total instruments recognised in the statement of financial position at fair value – – 1,044 (561) 483 483 The timing of the maturity of the release of the Parent and Group’s cash flow hedge reserve is: Current Non-current Total carrying value GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 143 (55) 88 740 (23) 717 (12) (80) (92) (13) (76) (89) The fair value of derivatives in hedge relationships by type of hedging relationship is: Cash flow hedge Fair value hedge Net investment hedge Total carrying value of derivatives in hedge relationships GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 96 (292) – (196) 732 (464) 27 295 (92) (292) – (384) (97) (464) – (561) FONTERRA ANNUAL REPORT 2012 97 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 20 CONTINGENT LIABILITIES The Group and Parent have no contingent liabilities as at 31 July 2012 (31 July 2011: nil). In the normal course of its business, Fonterra, its subsidiaries and equity accounted investees are exposed to claims, legal proceedings and arbitrations that may in some cases result in costs to the Group. The Directors believe that these have been adequately provided for and disclosed by the Group and that there are no additional legal proceedings or arbitrations that are pending at the date of these financial statements that require provision or disclosure. 21 COMMITMENTS Capital and intangible asset expenditure commitments Capital and intangible asset expenditure contracted for at balance date but not recognised in the financial statements are as follows: Buildings Plant, vehicles and equipment Intangible assets Total capital commitments GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 62 241 5 308 4 223 4 231 – 3 3 6 – 4 1 5 Operating lease commitments The Group leases premises, plant and equipment. The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Less than one year One to five years Greater than five years Total operating lease commitments GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 76 162 31 269 74 161 41 276 – – – – – – – – 98 FONTERRA ANNUAL REPORT 2012 22 RELATED PARTY TRANSACTIONS Equity accounted investees (refer to Note 23) and key management personnel are related parties of the Group. Key management personnel comprises the Board and the Fonterra Management Team. Transactions were entered into and year end balances arose from transactions with related parties as follows: Key management personnel remuneration Short-term employee benefits Long-term employee benefits Termination benefits Directors’ remuneration Total key management personnel remuneration Revenue from the sale of goods GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 12 3 1 2 18 20 5 – 2 27 11 2 1 2 16 19 4 – 2 25 GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 Sale of goods Equity accounted investees Other Group entities 81 – 81 Goods sold to related parties are primarily commodity products and are provided under normal trade terms. 76 – 76 – 9,050 9,050 – 10,257 10,257 Other operating income Sale of services Equity accounted investees Other Group entities Royalty and other income Equity accounted investees GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 5 – 5 20 5 – 5 21 – 54 54 – – 52 52 – Services provided to related parties include management fees and are provided under normal trade terms. Royalty and other income received from related parties are provided under normal trade terms. FONTERRA ANNUAL REPORT 2012 99 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 22 RELATED PARTY TRANSACTIONS CONTINUED Purchases of goods and services Purchases of goods Equity accounted investees Other Group entities Key management personnel Purchases of services Equity accounted investees Other Group entities GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 101 – 225 326 5 – 5 75 – 247 322 2 – 2 – 16 225 241 – 1 1 – 23 247 270 – 3 3 Goods purchased from related parties are primarily commodity products, which are acquired under normal trade terms. Services purchased from related parties are primarily commissions paid and are under normal trade terms. In addition, key management personnel may engage in transactions with other Group entities under normal trade terms. Transfers of property, plant & equipment and intangible assets Additions of property, plant & equipment from other Group entities Additions of intangible assets from other Group entities Total PARENT $ MILLION 31 JULY 2012 31 JULY 2011 – – – 16 5 21 The Parent entered into transactions with other Group entities to acquire and dispose of property, plant and equipment and intangible assets. These transactions were at the net book value of the assets transferred. Dividends received Equity accounted investees Other Group entities Balances arising from the sale or purchase of goods or services Receivables1 Equity accounted investees Other Group entities Payables Equity accounted investees Other Group entities Key management personnel2 GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 36 – 36 63 – 63 – 114 114 – 495 495 GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 21 – 21 9 – 28 37 16 – 16 8 – 41 49 – 85 85 – 6 28 34 – 142 142 – 6 41 47 1 2 There were no material provisions for impairment on the receivables from related parties. Payables to key management personnel relate to amounts owing for milk supplied to the Group by farmer Shareholder Directors. 100 FONTERRA ANNUAL REPORT 2012 Balances arising from financing arrangements Receivables Equity accounted investees Receivables from other Group entities Payables Equity accounted investees Payables to other Group entities Payables to key management personnel GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 59 – 59 1 – 1 2 90 – 90 – – 1 1 – 9,018 9,018 – 6,923 – 6,923 – 9,241 9,241 – 7,236 – 7,236 Payables to key management personnel relate to unsecured bonds held by Directors or members of the Fonterra Management Team. Interest income/(expense) from financing arrangements Interest income Equity accounted investees Other Group entities Interest expense Other Group entities GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 3 – 3 – – 4 – 4 – – – 247 247 10 10 – 355 355 (11) (11) Loans to related parties other than equity accounted investees are unsecured and repayable in cash on demand. Loans to equity accounted investees are unsecured and repayable over varying terms of between two years and 14 years. Financial guarantees The Group has provided financial guarantees for several equity accounted investees. The aggregate drawn down amount of equity accounted investees’ liabilities for which the Group is jointly and severally liable is $39 million (31 July 2011: $38 million). The Parent has provided financial guarantees for other Group entities. The amounts drawn down under those guaranteed facilities are $760 million (31 July 2011: $626 million). Co-operative share transactions with Directors Co-operative shares issued/(surrendered) Issued Surrendered Net movement GROUP $ MILLION PARENT $ MILLION 31 JULY 2012 31 JULY 2011 31 JULY 2012 31 JULY 2011 13 (4) 9 16 (15) 1 13 (4) 9 16 (15) 1 3 Dividends paid to Directors Co-operative shares issued to Directors during the year were 2,765,815 (31 July 2011: 3,587,230) and Co-operative share surrenders were 893,273 (31 July 2011: 3,274,865). 4 4 3 Balances arising from transactions with Directors Receivable from Directors Payable to Directors GROUP $ MILLION PARENT $ MILLION AS AT 31 JULY 2012 AS AT 31 JULY 2011 AS AT 31 JULY 2012 AS AT 31 JULY 2011 – – – – – – – – FONTERRA ANNUAL REPORT 2012 101 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 22 RELATED PARTY TRANSACTIONS CONTINUED Commitments In addition to the transactions disclosed above, the Group has prospective commitments with related parties including contracts with equity accounted investees for the supply of dairy products, energy and the provision of various management services. These transactions are to be carried out at normal market prices and on an arm’s length basis. 23 GROUP ENTITIES All subsidiaries and equity accounted investees are involved in the marketing, distribution, processing, technology or financing of dairy products. All Group entities have a balance date of 31 July unless otherwise indicated. Subsidiaries and equity accounted investees with different balance dates from that of the Group are due to legislative requirements in the country the entities are domiciled. Equity accounted investees may also have a different balance date due to alignment with their other investor’s balance date or to align with the milk season. The New Zealand Companies Office has given exemptions for a number of Fonterra’s subsidiaries to maintain balance dates different to that of the Group. The Group holds investments in certain countries that have some limited restrictions on the repatriation of funds back to the Parent. This does not result in any significant restriction on the flow of funds for the Group. The significant subsidiaries and equity accounted investees of the Group are listed below: OWNERSHIP INTERESTS (%) COUNTRY OF INCORPORATION AS AT 31 JULY 2012 AS AT 31 JULY 2011 Australia Australia Brazil Chile China China Indonesia Japan Malaysia Mauritius Mexico Netherlands Philippines Saudi Arabia Singapore Singapore Singapore Sri Lanka Thailand USA Venezuela Vietnam 100 100 100 99.9 100 85 100 100 100 51 100 100 100 100 100 51 100 100 100 100 100 100 100 100 100 99.9 100 85 100 100 100 51 100 100 100 100 100 51 100 100 100 100 100 100 OVERSEAS SUBSIDIARIES Fonterra Australia Pty Limited Fonterra Brands (Australia) Pty Limited Fonterra (Brasil) Limitada1 Soprole S.A.1 Fonterra Commercial Trading (Shanghai) Company Limited1 Tangshan Fonterra Dairy Farm Limited PT Fonterra Brands Indonesia Fonterra Brands (Japan) Limited Fonterra Brands (Malaysia) Sdn Bhd Fonterra (Ing.) Limited Fonterra (Mexico) S.A. de C.V.1 Fonterra (Europe) Coöperatie U.A. Fonterra Brands Phils. Inc. Saudi New Zealand Milk Products Company Limited Fonterra Brands (Singapore) Pte Limited Fonterra Brands (New Young) Pte Limited Fonterra (SEA) Pte Limited Fonterra Brands Lanka (Private) Limited Fonterra Brands (Thailand) Limited Fonterra (USA) Inc Fonterra Venezuela S.A. Fonterra Brands (Viet Nam) Company Limited2 1 2 Balance date 31 December. Balance date 30 June. 102 FONTERRA ANNUAL REPORT 2012 NEW ZEALAND SUBSIDIARIES Anchor Ethanol Limited Canpac International Limited Fonterra Brands (New Zealand) Limited Fonterra Brands (Tip Top) Limited Fonterra Limited Fonterra (New Zealand) Limited New Zealand Dairy Board NZAgbiz Limited RD1 Limited ViaLactia Biosciences (NZ) Limited OWNERSHIP INTERESTS (%) AS AT 31 JULY 2012 AS AT 31 JULY 2011 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 The ownership interest of the following entities is 50% or less. However, they have been consolidated on the basis that the Group controls them based on its capacity to govern the financing and operating policies of the entities so as to obtain benefits from their activities. OVERSEAS SUBSIDIARIES 50% OR LESS OWNERSHIP Fonterra (Japan) Limited Fonterra Brands (Middle East) L.L.C. OWNERSHIP INTERESTS (%) COUNTRY OF INCORPORATION AS AT 31 JULY 2012 AS AT 31 JULY 2011 Japan UAE 50 49 50 49 The ownership interest of the following entities is 50% or less and the Group is not considered to exercise a controlling interest. These entities are therefore accounted for as equity accounted investees. OVERSEAS EQUITY ACCOUNTED INVESTEES DPA Manufacturing Holdings Limited1 Dairy Partners Americas Brasil Limitada1 Ecuajugos S.A.1 DMV Fonterra Excipients GmbH & Co KG1 Dairy Industries (Jamaica) Limited1 DairiConcepts, L.P.1 DairiConcepts Management, L.L.C.1 Lactaid Holdings Limited1 1 Balance date 31 December. NEW ZEALAND EQUITY ACCOUNTED INVESTEES International Nutritionals Limited1 1 Balance date 31 May. OWNERSHIP INTERESTS (%) COUNTRY OF INCORPORATION AS AT 31 JULY 2012 AS AT 31 JULY 2011 Bermuda Brazil Ecuador Germany Jamaica USA USA Barbados 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 OWNERSHIP INTERESTS (%) AS AT 31 JULY 2012 AS AT 31 JULY 2011 50 50 FONTERRA ANNUAL REPORT 2012 103 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 JULY 2012 24 SUBSEQUENT EVENTS On 25 September 2012, the Board of Directors declared a final dividend of 20 cents per share payable on 20 October 2012 to the Shareholders on the share register at 31 May 2012. On 14 September 2012, Fonterra completed the purchase of certain assets and liabilities relating to the dairy processing business formerly known as New Zealand Dairies Limited. The accounting for this transaction has yet to be finalised, and the transaction is not expected to be material, therefore no further disclosure has been made. There were no other material events subsequent to 31 July 2012 that would impact these financial statements. 25 EARNINGS PER SHARE Basic and diluted earnings per share attributable to equity holders of the Company ($) Earnings attributable to equity holders of the Company ($ million) Weighted average number of shares (thousands of shares) GROUP 31 JULY 2012 31 JULY 2011 0.42 609 1,435,793 0.55 754 1,375,904 104 FONTERRA ANNUAL REPORT 2012 INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF FONTERRA CO-OPERATIVE GROUP LIMITED REPORT ON THE FINANCIAL STATEMENTS We have audited the financial statements of Fonterra Co-operative Group Limited and its subsidiaries on pages 53 to 104, which comprise the statement of financial position as at 31 July 2012, the income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and the notes to the financial statements that include a summary of significant accounting policies and other explanatory information for both the Company and the Group. The Group comprises the Company and the entities it controlled at 31 July 2012 or from time to time during the financial year. Directors’ Responsibility for the Financial Statements The Directors are responsible for the preparation of these financial statements in accordance with generally accepted accounting practice in New Zealand and that give a true and fair view of the matters to which they relate and for such internal controls as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (New Zealand) and International Standards on Auditing. These standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider the internal controls relevant to the Company and the Group’s preparation of financial statements that give a true and fair view of the matters to which they relate, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and the Group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. We carry out other assignments on behalf of the Company and the Group in the areas of other audit related services and transaction and other advisory services. Partners and employees of our firm may deal with the Company and the Group on normal terms within the ordinary course of trading activities of the Company and the Group. These matters have not impaired our independence as auditors of the Company and the Group. Opinion In our opinion, the financial statements on pages 53 to 104: (i) comply with generally accepted accounting practice in New Zealand; and (ii) comply with International Financial Reporting Standards; and (iii) give a true and fair view of the financial position of the Company and the Group as at 31 July 2012, and their financial performance and cash flows for the year then ended. Report on Other Legal and Regulatory Requirements We also report in accordance with Sections 16(1)(d) and 16(1)(e) of the Financial Reporting Act 1993. In relation to our audit of the financial statements for the year ended 31 July 2012: (i) we have obtained all the information and explanations that we have required; and (ii) in our opinion, proper accounting records have been kept by the Company as far as appears from an examination of those records. Restriction on Distribution or Use This report is made solely to the Company’s shareholders, as a body, in accordance with Section 205(1) of the Companies Act 1993. Our audit work has been undertaken so that we might state to the Company’s shareholders those matters which we are required to state to them in an auditors’ report and for no other purpose. To the 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. Chartered Accountants, Auckland 25 September 2012 FONTERRA ANNUAL REPORT 2012 105 STATUTORY INFORMATION FOR THE YEAR ENDED 31 JULY 2012 EQUITY SECURITIES HELD AT BALANCE DATE In accordance with NZX Limited Listing Rule 10.5.5(c), the following table identifies the Equity Securities in which each Director and their Associated Persons have a relevant interest as at 31 July 2012. The figure alongside each Director includes beneficially held securities, holdings by Associated Persons and joint holdings with Associated Persons. Colin Armer (resigned 1 August 2012) Malcolm Bailey Ian Farrelly David MacLeod John Monaghan Nicola Shadbolt Sir Henry van der Heyden Jim van der Poel John Wilson CO-OPERATIVE STATUS CO-OPERATIVE SHARES 17,879,495 3,666,167 2,243,418 2,701,962 1,027,895 353,162 502,000 7,592,952 4,198,056 In accordance with Section 10 of the Co-operative Companies Act 1996, the Directors of Fonterra unanimously resolved on 28 August 2012 that the Company was, for the year ended 31 July 2012, a co-operative company. The opinion was based upon the fact that: • Throughout that period the principal activities of the Company have been the activities stated in Clause 1.2 of the Company’s constitution: – the manufacture and sale of butter, cheese, dried milk, casein, or any other product derived from milk or milksolids supplied to the Company by its Shareholders – the sale to any person of milk or milksolids supplied to the Company by its Shareholders – the collection, treatment, and distribution for human consumption of milk or cream supplied to the Company by its Shareholders • Each of the Company’s principal activities are co-operative activities (as defined in Section 3 of the Co-operative Companies Act 1996) • Throughout that period not less than 60% of the voting rights attaching to shares in the Company have been held by transacting shareholders (as defined in Section 4 of the Co-operative Companies Act 1996). REMUNERATION OF DIRECTORS The fees paid to each Director in the 12 month period from 1 August 2011 to 31 July 2012 are scheduled below: Colin Armer (resigned 1 August 2012) Malcolm Bailey John Ballard (to 30 April 2012) Ian Farrelly Greg Gent (to 17 November 2011) David Jackson David MacLeod (from 17 November 2011) John Monaghan Sir Ralph Norris (from 1 May 2012) Nicola Shadbolt Sir Henry van der Heyden Jim van der Poel John Waller Ralph Waters John Wilson 106 FONTERRA ANNUAL REPORT 2012 FEES ($) 182,624 154,100 114,100 154,100 41,821 182,624 112,820 182,624 40,000 154,100 374,923 154,100 182,624 154,100 182,624 SUBSIDIARY COMPANY DIRECTORS The following companies were subsidiaries of Fonterra as at 31 July 2012. Directors as at that date are listed; those who resigned during the year are denoted with an R. Alternate Directors are denoted with an A. 616059 Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Anchor Ethanol Limited: C P Caldwell, P D Washer Canpac International Limited: C P Caldwell, B D Mealings, S J Gajzago (R) Civil Whey Distributors Limited: C P Caldwell, B D Mealings, B P D Taylor Dairy Industry Superannuation Scheme Trustee Limited: M A Apiata-Wade, B J Kerr, D M Marshall, T P McGuinness, D W C Scott, A K Williams, P D Wynen Dairy Transport Logistics Limited: C P Caldwell, J P Coote, G A Hoddinott, G J Cochrane (R), K Harris (R), J P Minkhorst (R) Fantastic Food Limited: J A Luskie, P J W McClure Fonterra (Asia) Limited: C P Caldwell, M W Smith Fonterra (International) Limited: C P Caldwell, C E Rowe, P D Washer (R) Fonterra (Kotahi) Limited: C P Caldwell, J P Coote Fonterra (Middle East) Limited: C P Caldwell, P D Washer Fonterra (New Zealand) Limited: C P Caldwell, C E Rowe, P D Washer (R) Fonterra (Number One) Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Fonterra Brands (China Holdings) Limited: C P Caldwell, P P Coppes, T L Tan (R) Fonterra Brands (New Zealand) Limited: C P Caldwell, D K Mallinson Fonterra Brands (The Pastryhouse) Limited: C P Caldwell, D K Mallinson Fonterra Brands (Tip Top Investments) Limited: C P Caldwell, D K Mallinson Fonterra Brands (Tip Top) Limited: C P Caldwell, D K Mallinson Fonterra Brands Limited: C P Caldwell, J P Mason Fonterra Commodities Limited: J H Allan, C P Caldwell, I Palliser, P D Washer (R) Fonterra Dairy Solutions Limited: C P Caldwell, R McNickle Fonterra Enterprises Limited: C P Caldwell, J P Minkhorst Fonterra Equities Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Fonterra Farming Ventures Limited: C P Caldwell, J P Minkhorst Fonterra Finance Corporation Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Fonterra Holdings (Americas) Limited: C P Caldwell, K J Murray Fonterra Holdings (Argentina) Limited: C P Caldwell, K J Murray Fonterra Holdings (Brazil) Limited: C P Caldwell, K J Murray Fonterra Holdings (Ecuador) Limited: C P Caldwell, K J Murray Fonterra Holdings (Venezuela) Limited: C P Caldwell, K J Murray Fonterra Insurance Limited: C P Caldwell, J P Mason Fonterra Investments (China) Limited: C P Caldwell, P P Coppes, T L Tan (R) Fonterra IP Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Fonterra Limited: C P Caldwell, B Connolly, P D Washer (R) Fonterra Manufacturing (Americas) Limited: C P Caldwell, K J Murray Fonterra PGGRC Limited: C P Caldwell, J P Minkhorst Fonterra Research Centre Limited: C P Caldwell, M W Smith Fonterra TM Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Food Solutions Group 2000 Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Glencoal Energy Limited: C P Caldwell, B D Mealings Global Dairy Trade Holdings Limited: C P Caldwell, J P Mason Kapiti Fine Foods Limited: C P Caldwell, D K Mallinson Kotahi GP Limited: C P Caldwell, J P Coote, K G Winders MIH Limited: C P Caldwell, J P Minkhorst New Zealand Dairy Board: C P Caldwell, C E Rowe, P D Washer (R) FONTERRA ANNUAL REPORT 2012 107 STATUTORY INFORMATION CONTINUED FOR THE YEAR ENDED 31 JULY 2012 New Zealand Milk (Australasian Holdings) Limited: C P Caldwell, J P Mason New Zealand Milk (International) Limited: C P Caldwell, J P Mason New Zealand Milk Brands Limited: C P Caldwell, S D T Till, S C R Deschamps (R) NZAgbiz Limited: C P Caldwell, J P Minkhorst NZM (Dairy Holdings) Limited: C P Caldwell, K K Gupta RD1 Limited: J P Minkhorst, K A Wickham SAITL Technologies Limited: P G Brown, P J Spooner, P J van Boheemen, J S Wilson Comercial Dos Alamos S.A. [Chile]: M Berdichevsky Bizama, H Covarrubias Lalanne, P C Muzzio Castelletto, J M Porraz-Lando, S Tagle Perez, E Aldunate Montes (A), S Benavides Méndez (A), R Cubillos Yañez (A), V Flen Silva (A), G Rencoret Mujica (A), J F Silva Barroilhet (R) Comercial Santa Elena S.A. [Chile]: M Berdichevsky Bizama, H Covarrubias Lalanne, P C Muzzio Castelletto, J M Porraz-Lando, S Tagle Perez, E Aldunate Montes (A), S Benavides Méndez (A), R Cubillos Yañez (A), V Flen Silva (A), G Rencoret Mujica (A), J F Silva Barroilhet (R) Dairy Enterprises (Chile) Limitada [Chile]: M P Campbell, A J Duncan, K J Murray, R Sepúlveda Seminario, M W Smith, C Bussi (A), J C Gumucio Schönthaler (A), L O Herrera Larraín (A), A Montaner Lewin (A), S Obach González (A) , E A Teisaire (R) Dairy Enterprises International (Chile) Limited [Cayman Islands]: M P Campbell, E A Teisaire South Auckland Independent Testing Society Limited: P G Brown, P J Spooner, P J van Boheemen, J S Wilson, R D Andela (A) Dairy Fresh Pty. Ltd. [Australia]: C P Caldwell, D K Mallinson Sovenz Limited: C P Caldwell, S D T Till, S C R Deschamps (R) Tangshan Dairy Farm (NZ) Limited: C P Caldwell, P P Coppes, T L Tan (R) ViaLactia Biosciences (NZ) Limited: C P Caldwell, J P Minkhorst ViaLactia Bovine Limited: C P Caldwell, J P Minkhorst ViaLactia Clover Limited: C P Caldwell, J P Minkhorst Whareroa Co-Generation Limited: C P Caldwell, B D Mealings A.C.N. 008 668 602 Pty Ltd [Australia]: C P Caldwell, D K Mallinson A.C.N. 009 163 268 Pty Ltd [Australia]: C P Caldwell, D K Mallinson A.C.N. 009 235 492 Pty Ltd [Australia]: C P Caldwell, D K Mallinson A.C.N. 111 834 489 Pty Ltd [Australia]: C P Caldwell, D K Mallinson A.C.N. 113 345 430 Pty Ltd [Australia]: C P Caldwell, D K Mallinson, B S Donnison (R), P L Thorn (R) Anmum (Malaysia) Sdn. Bhd. [Malaysia]: M F Bin Wahab, D A Ross, M W Smith, K K Gupta (A) Australasian Food Holdings Pty Limited [Australia]: C P Caldwell, D K Mallinson Bonlac Finance Pty Limited [Australia]: C P Caldwell, D K Mallinson Bonlac Staff Retirement Pty Ltd [Australia]: C P Caldwell, D K Mallinson Bonland Cheese Trading Pty Ltd [Australia]: C P Caldwell, D K Mallinson 108 FONTERRA ANNUAL REPORT 2012 Dairymas (Malaysia) Sdn Bhd [Malaysia]: M F Bin Wahab, D A Ross, M W Smith, K K Gupta (A) Fast Forward FFW Limited [United Kingdom]: K Allum, M P Campbell, S P Faulkner, K Liekelema, M J McQuade (R) Fazenda MIH Ltda [Brazil]: A Z Fortuna, F Jorge Fonterra (Brasil) Ltda [Brazil]: M M Pérez Ortiz Fonterra (Canada), Inc. [Canada]: C P Caldwell, B Kipping, G Vita Fonterra (Centro America) S.A. [Guatemala]: M d R García de Pullin, M M Pérez Ortiz, P D Washer, B T Willis (R) Fonterra (China) Limited [Hong Kong]: C P Caldwell, P P Coppes, T L Tan, P A Turner Fonterra (CIS) Limited Liability Company [Russian Federation]: A Rozanov Fonterra (Europe) Coöperatie U.A. [Netherlands]: C P Caldwell, K Liekelema, M W Smith (R) Fonterra (Europe) GmbH [Germany]: K Liekelema Fonterra (France) SAS [France]: K Liekelema Fonterra (Ing.) Limited [Mauritius]: Lee G, P D Washer Fonterra (Italy) S.P.A. [Italy]: C P Caldwell, T H D Kühn, K Liekelema, B B Anderson (R), A Lichter (R), P Pennati (R), M W Smith (R) Fonterra (Japan) Limited [Japan]: P G Brown, C P Caldwell, R M Kennerley, K Kumagai, H Ono, K Ueta Fonterra (Logistics) Ltd [United Kingdom]: T H D Kühn, G R Sharma Fonterra (Mexico) S.A. de C.V. [Mexico]: C P Caldwell, M M Pérez Ortiz, P D Washer, L Barona Mariscal (A), F R Camacho (A), G A Castro Palafox (A), M I Arana Soriano (R) (A) Fonterra Brands Phils. Inc [Philippines]: M Magtoto, R A Mendoza, C M Mendoza, E Ogsimer, H Ong, M W Smith, M A Wilson, C Guillermo (R), K K Gupta (R) Fonterra (Pacific) Inc. [United States]: C P Caldwell, M W Smith, G Vita Fonterra (SEA) Pte. Ltd. [Singapore]: G N Kane, M W Smith Fonterra (Switzerland) SA [Switzerland]: G Roper, M W Smith Fonterra (Thailand) Limited [Thailand]: G N Kane, K Vunthanadit Fonterra (USA) Inc [United States]: C P Caldwell, M W Smith, G Vita Fonterra Commercial Trading (Shanghai) Company Limited [China]: W F Chu, P P Coppes, T L Tan, P A Turner Fonterra Egypt Limited [Egypt]: A Anwar, M W Smith Fonterra Foods Pty Ltd [Australia]: C P Caldwell, D K Mallinson Fonterra Foodservices (USA), Inc. [United States]: M W Smith, G Vita Fonterra Holdings (Thailand) Limited [Thailand]: G N Kane, K Vunthanadit Fonterra (Yutian) Dairy Farm Company Limited [China]: J P Minkhorst, P J Moore, P A Turner Fonterra Ingredients Australia Pty Ltd [Australia]: C P Caldwell, D K Mallinson Fonterra Australia Pty Ltd [Australia]: C P Caldwell, D K Mallinson Fonterra Investments Netherlands Coöperatie U.A. [Netherlands]: K Liekelema, A D Turnbull, J van der Windt, A A Mikhalevsky (R) Fonterra Brands (Asia Holdings) Pte. Ltd [Singapore]: M W Smith, M A Wilson, K K Gupta (R) Fonterra Investments Pty Limited [Australia]: C P Caldwell, D K Mallinson Fonterra Brands (Australia) Pty Ltd [Australia]: C P Caldwell, D K Mallinson Fonterra Brands (Centram), S.A. [Panama]: M P J Bates, M W Smith Fonterra Brands (Far East) Limited [Hong Kong]: M W Smith, M A Wilson, K K Gupta (R) Fonterra Brands (Guangzhou) Ltd [China]: P P Coppes, P A Turner, K A Wickham, T L Tan (R) Fonterra Brands (Guatemala), S.A. [Guatemala]: M P J Bates, M W Smith Fonterra Brands (Hong Kong) Limited [Hong Kong]: A M Fitzsimmons, C Sin, M W Smith, K K Gupta (R), D A Ross (R) Fonterra Brands (Japan) Limited [Japan]: C P Caldwell, R M Kennerley Fonterra Brands (Malaysia) Sdn Bhd [Malaysia]: M F Bin Wahab, D A Ross, M W Smith, K K Gupta (A) Fonterra Brands (New Young) Pte. Ltd. [Singapore]: A J Bruce, Y Lin, Lin C, Ling J, M W Smith, M A Wilson, A M Fitzsimmons (A) Fonterra Brands (Singapore) Pte. Ltd [Singapore]: M W Smith, M A Wilson, K K Gupta (R) Fonterra Brands (Thailand) Ltd [Thailand]: S Aramthip, A M Fitzsimmons, C Phaonimmongkol, M W Smith, M A Wilson Fonterra Brands (Viet Nam) Company Limited [Viet Nam]: M W Smith, K K Gupta (R) Fonterra Brands Indonesia, PT [Indonesia]: M Handoyo, M W Smith Fonterra Brands Lanka (Private) Limited [Sri Lanka]: J H P Gallage, A R R Kasireddy, M W Smith Fonterra MIH Holdings Brasil Ltda [Brazil]: A Z Fortuna, F Jorge Fonterra Milk Australia Pty Ltd [Australia]: C P Caldwell, D K Mallinson Fonterra Tangshan Dairy Farm (HK) Limited [Hong Kong]: C P Caldwell, P P Coppes, P A Turner Fonterra Venezuela, S.A. [Venezuela]: C P Caldwell, F C Ortega Becea, P D Washer, O N de Massiani (A), S Guevara Camacho (A), L A Tinoco (A) Inversiones Dairy Enterprises S.A. [Chile]: M P Campbell, A J Duncan, J C Gumucio Schönthaler, A Montaner Lewin, K J Murray, M W Smith, L O Herrera Larraín (A), R Sepúlveda Seminario (A), J P Egaña Bertoglia (A)(R), S Obach González (A)(R) Key Ingredients, Inc. [United States]: C P Caldwell, M W Smith, G Vita Mainland Dairies Pty. Ltd. [Australia]: C P Caldwell, D K Mallinson Mainland Foodservice Pty Limited [Australia]: C P Caldwell, D K Mallinson Milk Products Holdings (Middle East) EC [Bahrain]: M W Smith, M A Wilson Milk Products Holdings (North America) Inc. [United States]: C P Caldwell, M W Smith, G Vita Murrumbidgee Dairy Products Pty Ltd [Australia]: C P Caldwell, D K Mallinson New Tai Milk Products Co Ltd [Taiwan]: T H Deane, G N Kane, J Lee, C Lee, Lee G, M Lee, P D Washer, T L Tan (R) New Zealand Milk (Australasia) Pty Ltd [Australia]: C P Caldwell, D K Mallinson FONTERRA ANNUAL REPORT 2012 109 STATUTORY INFORMATION CONTINUED FOR THE YEAR ENDED 31 JULY 2012 New Zealand Milk (Barbados) Ltd [Barbados]: M P J Bates, M W Smith New Zealand Milk (LATAM) Ltd [Bermuda]: C P Caldwell, K J Murray Newdale Dairies (Private) Limited [Sri Lanka]: J H P Gallage, A R R Kasireddy, M W Smith NZAgbiz Australia Pty Ltd [Australia]: C P Caldwell, D K Mallinson NZMP (AEM) Ltd [United Kingdom]: T H D Kühn, G R Sharma Recombined Dairy Systems A/S [Denmark]: T H D Kühn, K Liekelema, G R Sharma Roaming Cow Dairies Pty Ltd [Australia]: C P Caldwell, D K Mallinson Saudi New Zealand Milk Products Company Limited [Saudi Arabia]: J C Fryer Sociedad Agrícola y Lechera Praderas Australes S.A. (“Pradesur”) [Chile]: M Berdichevsky Bizama, H Covarrubias Lalanne, J M Porraz-Lando, J F Silva Barroilhet (R) Sociedad Procesadora de Leche Del Sur S.A. [Chile]: E Alcalde Undurraga, A Cussen Mackenna, J Milic Barros, K J Murray, S Obach González, G Varela Alfonso, J M Alcalde Undurraga (A), J P Matus Pickering (A), A Montaner Lewin (A), S Oddo Gómez (A), J P Orellana Pavón (A), C Perez-Cotapos Subercaseaux (A) Solid Fresh Food & Beverage (M) Sdn. Bhd. [Malaysia]: M F Bin Wahab, D A Ross, M W Smith, K K Gupta (A) Soprole Inversiones SA [Chile]: G Bitran Dicowsky, M P Campbell, J R Valente Vias, G Varela Alfonso, A Walker Prieto, S Diez Arriagada (A), R Fernández Robinson (A), C Herrera Barriga (A), R Sepúlveda Seminario (A), R Tisi Lanchares (A) Soprole S.A. [Chile]: G Bitran Dicowsky, M P Campbell, J R Valente Vias, G Varela Alfonso, A Walker Prieto, S Diez Arriagada (A), R Fernández Robinson (A), C Herrera Barriga (A), R Sepúlveda Seminario (A), R Tisi Lanchares (A) Tangshan Fonterra Dairy Farm Ltd [China]: P J Moore, P A Turner, Zhang J L, T L Tan (R) Unilac Australia Pty Ltd [Australia]: C P Caldwell, D K Mallinson United Milk Tasmania Pty Limited [Australia]: C P Caldwell, D K Mallinson 110 FONTERRA ANNUAL REPORT 2012 REMUNERATION FRAMEWORK Fonterra operates a Pay for Performance approach to remuneration for salaried employees. We provide competitive salaries in the markets in which we operate with incentives and increases to remuneration being based on the performance of individuals and the organisation. Our remuneration framework for salaried staff is based on a “total remuneration” approach meaning packages include fixed remuneration (e.g. salary and benefits) and variable remuneration (e.g. Short Term Incentive plan (STI)). To ensure Fonterra remains competitive in the relevant market, our pay bands are based on information obtained from independent remuneration consultants. The framework is designed to reward exceptional performance taking into account factors such as internal equity and budget constraints. All elements of the framework contribute to building an overall atmosphere of recognition, innovation and challenge. Remuneration is important for attracting talent into the organisations, but it is not the only consideration. Attracting and retaining talent also depends on people leadership practices which build an emotional connection to the organisation including: opportunities to get involved in work that offers learning and growth; believing that they are working for an organisation that is making a meaningful contribution; feeling like their work matters and is appreciated and receiving praise and recognition from colleagues and peers. Fonterra’s annual employee survey measures how successful we are at providing these non-financial rewards to employees and action plans address the gaps. SHORT TERM INCENTIVE (STI) PLANS Every permanent salaried employee in Fonterra worldwide is invited to participate in the annual STI plans. STI plans are an important communication device signalling to employees what is important to Fonterra and how success in Fonterra is measured and rewarded. At the commencement of each year a series of Key Performance Indicators (KPIs) are identified and agreed. These KPIs include important financial measures from our three year strategic plan and also include our goals around Health & Safety and other important operational and qualitative measures. Incentive programmes drive Fonterra’s performance by: • Aligning the objectives of the Company to ensure collaboration and a one team approach to achieve Fonterra’s goals • Establishing targets which are challenging yet achievable • Linking specific levels of reward to individual, team and Company performance • Providing great opportunities when Fonterra’s business and people are successful. At the end of each operating year, performance against the KPIs is determined and independently reviewed and approved by the Appointments, Remuneration and Development Committee (AR&DC). LONG TERM INCENTIVE PLAN (STRATOS) PLAN For certain key executives, Fonterra operates the Stratos plan. This plan is by invitation only and is designed to motivate, reward and retain key executives. This plan is based on achievement key profitability goals for the Co-operative. BENEFITS As Fonterra operates a total remuneration approach benefits are only provided when required by legislation or typical in a particular market. However, Fonterra works hard with suppliers to offer employees discounted products and services. In the year ended 31 July 2012, New Zealand based salaried employees were offered discounted trauma insurance to help take care of them and their families if serious illness occurred. fixed remuneration sti plans stratos plan • Provides “stable” base level of reward • All salaried employees eligible • Restricted to key executives • External and internal relativities and budget constraints taken into account • Comprehensive range of financial and non-financial measures including H&S • Focus on overall profitability of the Co-operative • Typically set at market median (for local market) using independent external benchmark data • Varies based on employee skills and performance • When targets are exceeded total remuneration will be above market median • Highest performance receives an additional multiplier, lowest performance receives no STI payment FONTERRA ANNUAL REPORT 2012 111 STATUTORY INFORMATION CONTINUED FOR THE YEAR ENDED 31 JULY 2012 EMPLOYEE REMUNERATION The Group operates in a number of countries where remuneration market levels differ widely. During the year ended 31 July 2012, the number of employees, not being Directors of Fonterra, who received remuneration and the value of other benefits exceeding $100,000 was as follows: REMUNERATION RANGE ($) NEW ZEALAND1 OFFSHORE2 CESSATIONS3 TOTAL 100,000 110,001 120,001 130,001 140,001 150,001 160,001 170,001 180,001 190,001 200,001 210,001 220,001 230,001 240,001 250,001 260,001 270,001 280,001 290,001 300,001 310,001 320,001 330,001 340,001 350,001 360,001 370,001 380,001 390,001 400,001 410,001 420,001 430,001 440,001 450,001 460,001 470,001 480,001 490,001 500,001 510,001 520,001 530,001 540,001 550,001 560,001 570,001 580,001 590,001 110,000 120,000 130,000 140,000 150,000 160,000 170,000 180,000 190,000 200,000 210,000 220,000 230,000 240,000 250,000 260,000 270,000 280,000 290,000 300,000 310,000 320,000 330,000 340,000 350,000 360,000 370,000 380,000 390,000 400,000 410,000 420,000 430,000 440,000 450,000 460,000 470,000 480,000 490,000 500,000 510,000 520,000 530,000 540,000 550,000 560,000 570,000 580,000 590,000 600,000 112 FONTERRA ANNUAL REPORT 2012 778 401 188 134 134 79 72 59 53 34 26 27 21 17 16 19 7 8 6 4 8 8 13 5 4 6 3 8 4 4 4 1 1 2 2 2 2 5 1 1 1 1 – 4 1 – – 2 1 – 210 245 229 192 110 80 86 62 50 46 30 30 19 20 17 15 15 10 13 11 7 6 9 6 7 3 6 7 6 3 4 6 2 6 6 2 2 3 2 4 2 2 2 1 2 1 3 1 1 1 29 18 9 7 9 8 6 5 2 1 3 3 2 2 2 – 1 2 – 1 1 – – 1 1 – 2 – – – 1 – – – 2 – – – – – – – 1 – – 1 – – – – 1,017 664 426 333 253 167 164 126 105 81 59 60 42 39 35 34 23 20 19 16 16 14 22 12 12 9 11 15 10 7 9 7 3 8 10 4 4 8 3 5 3 3 3 5 3 2 3 3 2 1 REMUNERATION RANGE ($) NEW ZEALAND1 OFFSHORE2 CESSATIONS3 TOTAL 600,001 610,001 630,001 640,001 650,001 690,001 700,001 720,001 730,001 740,001 760,001 810,001 840,001 860,001 870,001 900,001 910,001 920,001 940,001 980,001 1,000,001 1,010,001 1,050,001 1,060,001 1,140,001 1,150,001 1,170,001 1,190,001 1,200,001 1,210,001 1,230,001 1,470,001 1,500,001 1,520,001 1,580,001 1,770,001 1,790,001 1,920,001 2,470,001 2,510,001 2,810,001 3,000,001 8,220,001 Total 610,000 620,000 640,000 650,000 660,000 700,000 710,000 730,000 740,000 750,000 770,000 820,000 850,000 870,000 880,000 910,000 920,000 930,000 950,000 990,000 1,010,000 1,020,000 1,060,000 1,070,000 1,150,000 1,160,000 1,180,000 1,200,000 1,210,000 1,220,000 1,240,000 1,480,000 1,510,000 1,530,000 1,590,000 1,780,000 1,800,000 1,930,000 2,480,000 2,520,000 2,820,000 3,010,000 8,230,000 2 – 1 – – 1 – – – – – 1 – 1 2 1 – – – 1 1 1 1 – – 1 – – – – 1 1 1 – – – – 1 1 – – 1 – 2,198 3 1 2 2 2 – 1 1 1 2 1 – 1 – – – 1 1 1 – 1 – – 1 2 – 1 1 1 1 – – – – 1 1 1 – 1 1 – – – 1,636 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 1 – – – – – – 1 – 1 122 5 1 3 2 2 1 1 1 1 2 1 1 1 1 2 1 1 1 1 1 2 1 1 1 2 1 1 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 1 3,956 1 2 3 Includes employees employed in New Zealand during the reporting period. Includes employees employed in an offshore operation during the reporting period. Amounts paid in foreign currency have been translated at the average conversion rate for the period. Cessations include employees that have been terminated or retired during the period. The amounts paid to former employees include salary and bonuses for the current period, prior period bonuses that have been paid in the current period (which were accrued at 31 July 2011) and termination entitlements including those arising from employment arrangements entered into by legacy companies prior to the formation of Fonterra. FONTERRA ANNUAL REPORT 2012 113 STATUTORY INFORMATION CONTINUED FOR THE YEAR ENDED 31 JULY 2012 CURRENT CREDIT RATING STATUS Standard & Poor’s has rated the Company A+ with a rating outlook of stable. Fitch has rated the Company AA- with a rating outlook of stable. Retail Bonds have been rated the same as the Company by both Standard & Poor’s and Fitch. Capital Notes which are subordinate to other Fonterra debt issued are rated A by Standard & Poor’s and A+ by Fitch. EXCHANGE RULINGS AND WAIVERS NZX Limited (NZX) has ruled that Capital Notes do not constitute “equity securities” under its Listing Rules (Rules). This means that where Capital Notes are quoted on NZX’s debt market (NZDX), the Company is not required to comply with certain Rules which apply to an issuer of quoted equity securities. NZX has granted waivers from NZDX Rule 11.1.1 to enable Fonterra to decline to accept or register transfers of Capital Notes or Retail Bonds (NZDX listed debt securities FCGHA, FCG010 and FCG020) if such transfer would result in the transferor holding or continuing to hold Capital Notes or Retail Bonds with a face value or principal amount of less than $5,000 or if such transfer is for an amount of less than $1,000 or multiple thereof. The effect of these waivers is that the minimum holding amount in respect of the Capital Notes and Retail Bonds will at all times be $5,000 in aggregate and that Retail Bonds can only be transferred in multiples of $1,000. NZX has also granted a waiver from NZDX Rule 5.2.3 in respect of Retail Bond FCG020 to enable that Bond to be quoted on the NZDX market even though it did not meet the requirement that at least 500 members of the public held at least 25% of the Bonds being issued. ANALYSIS OF CAPITAL NOTE AND RETAIL BOND HOLDING Analysis of Fonterra’s Capital Note Holding as at 29 August 2012: FCGHA Capital Notes FROM – TO 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over HOLDER COUNT 11 28 337 441 43 100,001 and over includes Fonterra Co-operative Group Limited’s holding of 67,435,575. Analysis of Fonterra’s Retail Bond Holding as at 29 August 2012: FCG010 $800 million Retail Bond issue HOLDER COUNT – – 943 6,406 907 HOLDER COUNT – – 44 318 64 FROM – TO 1 – 999 1,000 – 4,999 5,000 – 9,999 10,000 – 99,999 100,000 and over FCG020 $150 million Retail Bond issue FROM – TO 1 – 999 1,000 – 4,999 5,000 – 9,999 10,000 – 99,999 100,000 and over 114 FONTERRA ANNUAL REPORT 2012 % 1.3 3.3 39.2 51.2 5.0 % – – 11.4 77.6 11.0 % – – 10.3 74.7 15.0 HOLDING QUANTITY 4,958 79,367 2,345,524 12,241,662 87,847,743 HOLDING QUANTITY – – 5,393,000 175,645,000 618,962,000 HOLDING QUANTITY – – 252,000 8,693,000 141,055,000 % 0.0 0.1 2.3 11.9 85.7 % – – 0.7 22.0 77.3 % – – 0.2 5.8 94.0 ENTRIES IN THE INTERESTS REGISTER Directors’ interests in transactions General disclosures of interest The following general disclosures of interest were made in the period from 1 August 2011 to 31 July 2012: Malcolm Bailey David MacLeod John Monaghan Sir Henry van der Heyden John Wilson Director of Pastoral Dairy Investments Limited, and of companies in the Pastoral Dairy Investments group. Director and shareholder of IGN Limited, A.J. Greaves Electrical Limited, Property Portfolio Investments Limited, NGI Limited, and P.K.W. Farms Limited; Director of Port Taranaki Limited; Councillor (Chairman) on the Taranaki Regional Council. Director of Waitohi Dairy Limited; Trustee of the Wairarapa Regional Irrigation Trust. Cessation of interest as a director of Waimana Dairy Limited. Director of Rabobank in New Zealand and Australia, and Tainui Group Holdings. Director of Turners and Growers Limited, and Rangitata South Irrigation Limited FONTERRA ANNUAL REPORT 2012 115 STATUTORY INFORMATION CONTINUED FOR THE YEAR ENDED 31 JULY 2012 ENTRIES IN THE INTERESTS REGISTER CONTINUED Securities dealings of Directors The following entries were made in the Interests Register during the year. New disclosures Directors disclosed the following holdings of Co-operative shares during the year: David MacLeod (on appointment, 17 November 2011) John Wilson (interest recorded 17 July 2012) End of season changes Directors disclosed the following transactions associated with 2012 end of season adjustments: Colin Armer (resigned 1 August 2012) − Purchased for cash Malcolm Bailey − Surrendered for cash Ian Farrelly − Purchased for cash David MacLeod − Purchased for cash John Monaghan − Purchased for cash Jim van der Poel − Purchased for cash John Wilson − Purchased for cash − Surrendered for cash CO-OPERATIVE SHARES HELD BY ASSOCIATED PERSONS JOINTLY HELD WITH ASSOCIATED PERSONS 2,393,694 469,299 – – CO-OPERATIVE SHARES HELD BY ASSOCIATED PERSONS JOINTLY HELD WITH ASSOCIATED PERSONS 1,230,374 124,833 165,985 184,178 41,135 – – – – – 338,628 30,615 189,570 150,721 – – In all cases the allocations or surrenders relate to the 2011/12 end of season adjustments. Adjustments related to production in the 2011/12 season were made on 22 June 2012 with deemed dates in accordance with the Constitution. The value upon allocation or surrender of these securities was $4.52 per Co-operative share. 116 FONTERRA ANNUAL REPORT 2012 Directors disclosed the following transactions which occurred as a result of elections made at the end of the 2011/12 season: Colin Armer (resigned 1 August 2012) − Purchased for cash − Surrendered for cash Malcolm Bailey − Purchased for cash David MacLeod − Surrendered for cash Sir Henry van der Heyden − Purchased for cash − Surrendered for cash John Wilson − Surrendered for cash CO-OPERATIVE SHARES HELD BY ASSOCIATED PERSONS JOINTLY HELD WITH ASSOCIATED PERSONS 15,000 249,258 100,415 4,166 32,000 – – – – – 10,000 2,000 208 – Adjustments were made on 4 July 2012 with deemed dates in accordance with the Constitution. In all cases the value upon allocation or surrender of these securities was $4.52 per Co-operative share. Retail Bond transactions David Jackson advised the registered holder of 100,000 Retail Bonds (FCG010) in which he had an interest had changed from “David Alexander Jackson, Dianne Catherine Jackson, Peter Russell Jackson” to “Tetley Brook Trustees Limited”. David Jackson retains a relevant interest in these securities as a director of Tetley Brook Trustees Limited. There were no other transactions in Retail Bonds reported during the period from 1 August 2011 to 31 July 2012. Current interests held by Directors are as follows: David Jackson John Waller Details of Interest Director of trustee company in respect of 100,000 Bonds (FCG010) Joint trustee in respect of 210,000 Bonds (FCG010) Other Trading Activities On 22 June 2012, 325,334 Co-operative shares which were jointly held by Colin Armer and Associated Persons were surrendered upon ceasing supply. On 24 July 2012, Associated Persons of Colin Armer acquired interests in 240,000 Co-operative shares at $4.52 per share upon commencing supply. On 4 July 2012, 128,256 Co-operative shares were transferred from an unrelated party to Associated Persons of David MacLeod. FONTERRA ANNUAL REPORT 2012 117 STATUTORY INFORMATION CONTINUED FOR THE YEAR ENDED 31 JULY 2012 INTERESTS IN THE ISSUES REGISTER CONTINUED LOANS TO DIRECTORS Loans were made to Associated Persons of Directors as scheduled below on 20 July 2012 by way of financial assistance, as generally available to Shareholders for the acquisition of shares issued in June 2012, relating to 2011/12 end of season adjustments and 2012/13 new season elections. The total amounts of loans are scheduled below and interest is calculated on a daily basis and compounded monthly and charged at the prevailing Fringe Benefit Tax interest rate plus a margin of 1% (initially 5.90% + 1% = 6.90%). If not repaid earlier, the amounts outstanding will be processed as a deduction from the September, paid October, milk payment and subsequent milk payments until the share debt and accrued interest charges are paid. (In accordance with an offer made by the Company on 19 September 2012 to all Shareholders who received such a loan, the repayment date may be extended to November, paid December, milk payment.) The Board approved the initial loans to Directors on 21 June 2012 and extended the repayment date on 14 September 2012. RECIPIENT Associated Persons of Colin Armer Associated Persons of Ian Farrelly Associated Persons of Sir Henry van der Heyden Associated Persons of Jim van der Poel 1 The amount outstanding as at 31 July 2012 includes compounded interest. DIRECTORS’ REMUNERATION AMOUNT LOANED ($) AMOUNT OUTSTANDING AS AT 31 JULY 20121 ($) 3,894,846 558,807 144,640 621,656 – 228,268 144,941 – The Directors’ Remuneration Committee, comprising six shareholders elected in accordance with the Constitution, makes recommendations for shareholder approval as to the level of Directors’ fees. At the Annual Meeting of Shareholders held on 17 November 2011, shareholders approved, on the recommendation of the Directors’ Remuneration Committee, the following amounts of remuneration to apply to Elected Directors from the date of that Annual Meeting of Shareholders. Chairman Directors Discretionary additional payments to the Chairmen of permanent Board Committees (except if the Chairman is the Fonterra Chairman) $400,000 p.a. $160,000 p.a. $30,000 p.a. The Board has approved payment of the discretionary additional payment, at the prevailing approved rate, to the Chairmen of permanent Board Committees. The Board has discretion to set the fees for Directors appointed under clause 12.4 of the Constitution. In the period to 31 July 2012 the Board applied the same remuneration levels as above to the Appointed Directors. In general, fees paid by subsidiary or associate companies in respect of Fonterra Directors or employees appointed by Fonterra as Directors of those companies are payable directly to Fonterra. DIRECTORS’ INDEMNITY AND INSURANCE Fonterra has given indemnities to, and has effected insurance for, Directors and executives of the Company and its related companies, in accordance with Section 162 of the Companies Act 1993, and Fonterra’s Constitution, which, except for specific matters that are expressly excluded, indemnify and insure Directors and executives against monetary losses as a result of actions undertaken by them in the course of their duties. Among the matters specifically excluded are penalties and fines that may be imposed for breaches of law. 118 FONTERRA ANNUAL REPORT 2012 FIVE YEAR SUMMARY SHAREHOLDER RETURNS Payout Farmgate Milk Price (per kgMS)2 Dividend (per share)3 Cash payout4 Retentions (per share)5 Fair Value Share price ($) set for the next season Total shareholder return6 OPERATING PERFORMANCE Average commodity prices (US$ per MT FOB) Whole Milk Powder Skim Milk Powder Butter Cheese Source: Oceania Export Series, Agricultural Marketing Service, US Department of Agriculture Average NZD/USD spot exchange rate applying throughout the year7 Fonterra’s average NZD/USD conversion rate8 Revenue ($ million) Ingredients and other revenue Consumer revenue Total revenue Dairy ingredients manufactured in New Zealand (‘000s MT) Total ingredients sales volume (‘000s MT) Segment earnings ($ million)9 New Zealand Milk Products ANZ Asia/AME Latam Eliminations Segment earnings Non-recurring items Normalised segment earnings Profit for the year attributable to Shareholders ($ million)10 Earnings per share JULY 2012 JULY 2011 JULY 2010 JULY 2009 JULY 20081 6.08 0.32 6.40 0.10 4.52 7.1% 3,365 3,230 3,684 3,498 0.80 0.77 14,824 4,945 19,769 2,353 2,660 491 195 194 121 (14) 987 41 1,028 609 0.42 7.60 0.30 7.90 0.25 4.52 6.6% 3,841 3,521 4,583 4,285 0.77 0.72 14,623 5,248 19,871 2,143 2,486 419 278 193 121 17 1,028 (23) 1,005 754 0.55 6.10 0.27 6.37 0.23 4.52 6.0% 3,313 3,020 3,573 3,819 0.71 0.67 11,818 4,908 16,726 2,058 2,392 496 299 176 107 – 1,078 (174) 904 669 0.51 4.72 0.48 5.20 0.01 4.52 (10.2%) 2,379 2,205 2,343 3,114 0.60 0.67 10,987 5,048 16,035 2,021 2,310 584 240 63 106 (3) 990 29 1,019 599 0.49 7.59 0.07 7.66 0.15 5.57 (16.9%) 4,605 4,325 3,755 4,894 0.77 0.74 14,267 5,245 19,512 2,021 2,633 340 220 (39) 129 (36) 614 287 901 272 0.22 1 On 24 January 2008, Fonterra’s Board resolved to change the Company’s balance date to 31 July from 31 May, consequently the financial period for 2008 was a 14 month period to 31 July 2008. 2 From the beginning of the 2009 season, the Farmgate Milk Price has been determined in accordance with the Farmgate Milk Price Manual and is independently audited. 3 On 18 November 2009, Shareholders approved stages one and two of the capital structure changes. As a result of the changes to the capital structure all shares are eligible to receive a dividend if declared by the Board. Previously in addition to the Farmgate Milk Price, returns to Shareholder Suppliers were by way of the Value Return payment. The Value Return payment was calculated per kgMS. The dividend payment is calculated on a per share basis using number of shares at 31 May. 4 Average Payout for a 100% share-backed supplier. 5 Retentions are calculated as net profit after tax attributable to Co-operative Shareholders at 31 July divided by number of shares at 31 May, less dividend per share. Profit after tax attributable to Shareholders for 2009 and 2008 has been restated to recognise the tax effects of distributions to Shareholders within tax expense in the income statement. This was previously recorded directly in equity. 6 Total Shareholder Return reflects movements in the Fonterra Fair Value Share (FVS) price plus a return on investment, represented by dividends paid or Value Return payments per share. In 2009 as part of the capital structure changes, the FVS price has been valued on a restricted market basis. The FVS has been held at a base price of $4.52 until the price based on a restricted market value catches up. In 2010, 2011 and 2012 this has meant that Total Shareholder Returns only reflect dividends paid and do not include any movements in the FVS. 7 Average spot exchange rate is the average of the daily spot rates for the financial period. 8 Fonterra’s average conversion rate is the rate that Fonterra has converted net US dollar receipts into NZ dollars based on the hedge cover in place. 9 Represents segment earnings before unallocated finance income, finance costs and tax. The years ended 31 July 2011 and 31 July 2010 have been restated to reflect changes to the organisation of business units within reported segments which occurred in the year ended 31 July 2012. For 2009 and 2008, non-recurring items consist of non-recurring items as reported in the segment note plus impairment of equity accounted investees. 10 Profit after tax attributable to Shareholders for 2009 and 2008 has been restated to recognise the tax effects of distributions to Shareholders within tax expense in the income statement. This was previously recorded directly in equity. FONTERRA ANNUAL REPORT 2012 119 FIVE YEAR SUMMARY CONTINUED CAPITAL EMPLOYED ($ million) Total assets employed Average net assets11 Total equity Equity excluding cash flow hedge reserve Net interest bearing debt Economic net interest bearing debt12 Return on net assets11 Headline debt to debt plus equity ratio13 Economic debt to debt plus equity ratio13 JULY 2012 JULY 2011 JULY 2010 JULY 2009 JULY 20081 15,117 10,900 6,655 6,592 3,833 4,229 9.4% 36.8% 39.1% 15,530 10,772 6,541 6,025 3,766 4,331 9.3% 38.5% 41.8% 14,169 10,433 5,667 5,526 4,268 4,494 8.7% 43.6% 44.9% 14,117 10,975 4,805 4,635 5,166 5,221 9.2% 52.7% 53.0% 14,439 10,702 4,269 4,357 5,860 5,931 7.4% 57.4% 57.6% JULY 2012 JULY 2011 JULY 2010 JULY 2009 JULY 20081 STAFF EMPLOYED Total staff employed (000s, permanent full time equivalents) New Zealand Overseas 17.3 11.0 6.3 16.8 10.8 6.0 15.8 9.8 6.0 15.6 9.5 6.1 15.9 9.5 6.4 SEASON STATISTICS14 Total NZ milk collected (million litres) Highest daily volume collected (million litres) NZ Shareholder supply milksolids collected (million kgMS) NZ contract supply milksolids collected (million kgMS) NZ milksolids collected (million kgMS) Total number of Shareholders at 31 May Total number of sharemilkers at 31 May Total number of shares at 31 May (million) JULY 2012 JULY 2011 JULY 2010 JULY 2009 JULY 20081 16,951 81.2 1,463 30 1,493 10,578 3,595 1,433 15,427 76.8 1,320 26 1,346 10,485 3,928 1,377 14,746 72.3 1,256 30 1,286 10,463 3,733 1,343 14,764 73.7 1,227 54 1,281 10,537 3,990 1,216 13,862 71.6 1,183 9 1,192 10,724 3,946 1,261 11 Return on net assets (RONA) is derived by dividing profit before non-recurring items, finance costs and tax (as reported in financial statements, with exception of the 14 month period ended 31 July 2008) by 13 month average net assets (excluding net debt and deferred tax). 2008 RONA is based on unaudited management results for the 12 months to 31 July 2008. 12 Economic net interest bearing debt reflects the effect of debt hedging in place at balance date. 13 Headline debt to debt plus equity ratio is before taking account of the effect of debt hedging. Economic debt to debt plus equity includes the effect of debt hedging. 14 All Season statistics are based on the 12 month milk Season of 1 June – 31 May. 120 FONTERRA ANNUAL REPORT 2012 FONTERRA CO-OPERATIVE GROUP LIMITED PRIVATE BAG 92032 AUCKLAND 1142 NEW ZEALAND 64 9 374 9000 (PHONE) 64 9 374 9001 (FAX) SHAREHOLDER AND SUPPLIER SERVICES FREEPHONE 0800 65 65 68 FOR GLOBAL LOCATIONS VISIT WWW.FONTERRA.COM PRINTED USING 100% MINERAL FREE INKS. THIS DOCUMENT IS PRINTED ON AN ENVIRONMENTALLY RESPONSIBLE PAPER PRODUCED USING ELEMENTAL CHLORINE FREE (ECF) FSC® CERTIFIED MIXED SOURCE PULP, SOURCED FROM WELL MANAGED AND LEGALLY HARVESTED FORESTS, AND MANUFACTURED UNDER THE STRICT ISO14001 ENVIRONMENTAL MANAGEMENT SYSTEM.