Fortescue Metals Group
Annual Report 2017

Plain-text annual report

Annual Report 2017 Together we are Fortescue ABN 57 002 594 872 The year at a glance TOTAL RECORDABLE INJURY FREQUENCY RATE FOR FY17 2.9 FY16 – 4.3 PRODUCTION 170.4 SHIPPED MT C1 COSTS REVENUE US$ 12.82 FY16 – US$15.43 /WMT US$ /WMT 8.4 FY16 – US$7.1 BILLION BILLION CONTRACTS AWARDED TO ABORIGINAL COMPANIES AND JVs TAX CONTRIBUTION A$ 1.95 FY16 – A$1.8 BILLION BILLION A$ 2 BILLION FY16 – A$1.3 BILLION FORTESCUE ORE CARRIERS GREENHOUSE GAS EMISSIONS INTENSITY REDUCED BY 4 FY18 – COMPLETED FLEET OF 8 ORE CARRIERS 8% FROM FY15 About this report This report has been prepared for Fortescue’s stakeholders in line with Fortescue’s statutory and regulatory obligations. The Company is committed to becoming the safest, lowest cost, most profitable iron ore producer and the information within this report outlines Fortescue’s performance and the journey to realising this vision in a manner that reflects the Company’s core values. This report provides a summary of Fortescue’s operations and financial position for the financial year ended 30 June 2017. All references to Fortescue, the Group, the Company, we, us and our refer to Fortescue Metals Group Limited (ABN 57 002 594 872) and its subsidiaries. All references to a year are the financial year ended 30 June 2017 unless otherwise stated. All dollar figures are in US currency unless otherwise stated. Contents Overview Operating and Financial Review Ore Reserves and Mineral Resources Corporate Social Responsibility Governance Financial Report Remuneration Report Corporate Directory 3 15 29 43 47 49 101 133 O v e r v i e w a n d F i n a n c i a l R e v i e w O p e r a t i n g R e s e r v e s a n d R e s o u r c e s R e s p o n s i b i l i t y C o r p o r a t e S o c i i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e I n f o r m a t i o n FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 1 About Fortescue Fortescue Metals Group is a global leader in the iron ore industry, recognised for its unique culture, innovation and industry-leading development of world class infrastructure and mining assets in the Pilbara, Western Australia. Fortescue’s longstanding relationships with customers in China has grown from the first commercial shipment of iron ore in 2008 to the Company now supplying 17 per cent of China’s seaborne iron ore and expanding into Japan, South Korea and India. As a proud West Australian Company, Fortescue values its relationship with key stakeholders by working together to positively manage and create opportunities for Aboriginal people, build up communities, protect the environment and strengthen the broader Australian economy. Since it was founded in 2003, Fortescue has discovered and developed major iron ore deposits and constructed some of the most significant mines in the world. The Company is focussed on its vision of being the safest, lowest cost, most profitable iron ore producer. Now producing 170 million tonnes of iron ore per annum, Fortescue has grown to be one of the largest global iron ore producers and has been recognised as the lowest cost seaborne supplier of iron ore into China based on Metalytics Resource Sector Economics analysis. Fortescue owns and operates integrated operations spanning three mine sites in the Pilbara, the five berth Herb Elliott Port in Port Hedland and the fastest, heavy haul railway in the world. A natural extension of Fortescue’s supply chain, the fleet of eight Fortescue Ore Carriers were designed to complement the industry leading efficiency of Fortescue’s port. As the first Company in Western Australia to control a railway from outside the region of operation and the first Company in the world to use CAT autonomous haulage technology on a commercial scale, Fortescue is continuing to introduce leading edge technology across the business. Innovation in process and design is a key component of Fortescue’s strategy to efficiently and effectively deliver products from mine to market. Port Hedland HERB ELLIOTT PORT Karratha Roebourne WESTERN HUB SOLOMON HUB Firetail Kings Tom Price Paraburdoo Marble Bar IRON BRIDGE Pilbara Western Australia Current operations Under development Nullagine CHICHESTER HUB Cloudbreak Christmas Creek NYIDINGHU Newman FORTESCUE’S VISION To be the safest, lowest cost, most profitable iron ore producer FORTESCUE’S VALUES Safety I Family I Integrity I Courage and Determination I Generating ideas I Empowerment I Frugality I Stretch targets I Enthusiasm I Humility 2 FORTESCUE METALS GROUP LIMITED I OVERVIEW OVERVIEW Together we are Fortescue Chairman’s message Andrew Forrest AO We’re proud of our diversity, the strength and contribution by each of our Directors and the benefits that diversity brings to our Board’s core strategic and governance role. Our company has delivered a truly outstanding result for 2017. We can all be proud of the disciplined execution of a clear strategy to continue to reduce debt, optimise the production from our world class assets, explore low cost options for future growth while achieving strong returns for all of us, as shareholders. Our vision to be the world’s safest, lowest cost, most profitable iron ore producer is firmly within our reach and the entire team has once again demonstrated its outstanding capability, with Metalytics recognising Fortescue as the world’s lowest cost producer of seaborne iron ore to China – a genuinely exceptional achievement. A sustained focus on safety improvement and consistent production from our top tier mining and infrastructure assets places our Company in the best position for the future. Our Board leads and empowers the CEO and the entire Fortescue team to achieve these results. During the year, we have renewed and refreshed the composition of our Board, welcoming Ms Penny Bingham-Hall and Ms Jenn Morris as Non-Executive Directors. Penny brings a wealth of experience from her roles in construction and steel, while Jenn contributes a perspective on building a performance culture, from her background leading change management and as a dual Olympic gold medallist. Ms Elizabeth Gaines successfully transitioned from her role as a Non- Executive Director to take on the position of Chief Financial Officer and become a key member of the Executive team. We’re proud of our diversity, the strength and contribution by each of our Directors and the benefits that diversity brings to the core strategic and governance role that our Board provides. We continue to set challenging stretch targets for the organisation and in FY17 have been delighted by the outcomes that the team has delivered. Significant improvement in safety, consistent production and securing the lowest cost position into China are measures of which we can all be truly proud. As a Board, we also farewelled Owen Hegarty and Geoff Raby, and thanked them for their tremendous contributions to Fortescue’s success over their respective terms. During FY17, our close engagement with China continued and I was delighted to join with other business and Government leaders to welcome Premier Li to Australia during a visit that again underpinned the strength of our two countries’ bilateral relationship. We supported the prestigious Boao Forum for Asia as a Diamond Sponsor for the ninth consecutive year, with the Australia-China Business Leaders Forum continuing its influential meetings through the participation of leading business contributors from both countries. The closeness and mutual support between Fortescue and our customers and stakeholders mirrors the strength of the engagement at the most senior levels of Government and we value our relationships very highly. Fortescue’s dividends have enabled Nicola and I, through the Minderoo Foundation, to continue our support for major initiatives which now include: • Cancer. Working with the finest • Education. Supporting higher education and breakthrough research, through the provision of PhD and post-doctoral scholarships and facilities throughout Australia. • Early childhood. Ensuring every Australian child has the best possible chance to thrive, through initiatives that will include the creation of a blueprint around the development of children in the critical years, from conception to five years old, that can become a global prototype. • Creating parity. Encouraging education, training and employment initiatives that help to remove obstacles in people’s lives and end disparity between Indigenous and non-Indigenous Australians. • Modern slavery. Making Australia and the world safer by ensuring that every child and adult can expect, and receives, freedom, through the elimination of modern slavery globally. • Communities. Supporting arts, culture, environmental, community and small organisations that can make a big impact, particularly to the lives of underprivileged communities and individuals. I would like to convey my sincere congratulations and thanks to our CEO, Nev Power and the whole Fortescue team. Nev has provided the leadership and focus to empower the team to again deliver against the challenging stretch targets that we set for ourselves, generating the outstanding returns for all of us, as shareholders in this great Company. minds and institutions in Australia and internationally in collaborations that will make cancer non-lethal for the coming generation and eventually a disease that does not profoundly impact people’s lifestyles. It is through building success in our business that we can support the communities in which we operate and Fortescue has once again demonstrated its commitment and ability to do just that. 4 FORTESCUE METALS GROUP LIMITED I OVERVIEW O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 5 Minderoo Foundation announces largest ever donation of A$400m In May 2017, Nicola and I had the honour of announcing a donation of A$400 million to be used to strengthen communities and support vulnerable and disadvantaged people in Australia and overseas. We are in this privileged position thanks to the Fortescue family. It’s through the hard work and dedication of everyone at Fortescue that the Minderoo Foundation has been funded, through the dividends we have received, to support a wide range of philanthropic initiatives in Australia and across the globe. The A$400 million donation will capitalise on and expand the work of the Minderoo Foundation and its partners, as well as fund new programs and initiatives in Australia and around the world, focussing on the following areas: • Cancer • Education • Creating parity • Modern slavery • Early childhood • Communities I am a strong believer in encouraging other Australians to give, not just money, but their time, energy and other resources that can make a difference in addressing some of society’s most complex issues. The challenge is to give with your heart, mind and soul; to give cleverly so that maximum impact is achieved over the longer term. Nicola and I founded the Minderoo Foundation with the belief in the power of giving a hand up rather than a hand out. It gives me great pride to see this philosophy demonstrated at Fortescue every day. We thank everyone at Fortescue for their efforts and support. The outstanding financial performance of Fortescue has benefited all shareholders. As shareholders, Nicola and I have chosen to use our dividends to fund the important work of the Minderoo Foundation to support and contribute to programs that are making a difference all over the world. “ I am a strong believer in encouraging other Australians to give, not just money, but their time, energy and other resources that can make a difference in addressing some of society’s most complex issues.” FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT Chief Executive Officer’s report Nev Power Fortescue’s culture is underpinned by our safety and family values. We know that the importance of looking out for our mates and ourselves resonates very strongly across our business. During FY17, Fortescue has achieved excellent results by delivering against the key elements of our strategy. All of our focus has been on debt repayment and capital flexibility, investment in the long term sustainability of our core iron ore business and developing low cost growth options, while generating strong returns for our shareholders. Safety performance has continued to improve across the business and we are pleased to report a 33 per cent reduction in Total Recordable Injury Frequency Rate (TRIFR) for the year. The results of our Safety Excellence and Culture Survey have again demonstrated a high level of engagement by all of our teams. With a participation rate of 92 per cent and improvement across all key measures, the survey indicates that we are heading in the right direction and have a solid foundation in place to build further on these achievements. Fortescue’s culture is underpinned by our safety and family values. We know that the importance of looking out for our mates and ourselves resonates very strongly across our business, providing us with core shared goals that will foster ongoing improvement. Diversity remains a key focus as we build a workforce that is truly representative of our community and embraces diversity of thinking to foster ongoing innovation across the business. Building on our successful Aboriginal employee engagement programs, throughout the year we have implemented the practical initiatives needed to create a welcoming, supportive and encouraging environment for women. Today, 15.8 per cent of our workforce is Aboriginal and 17.3 per cent female. Consistent production was sustained in FY17 with delivery of 170.4 million tonnes from our mining operations at the Chichester and Solomon Hubs through our world class port and rail infrastructure. Responsiveness to our customers’ needs has driven refinements to our product strategy, meeting the core requirements of quality, timely delivery and flexibility. Four new ore carriers were delivered during FY17 with an additional four to be delivered during FY18, further enhancing the industry leading efficiency of our port operations. Cost performance has been a core element of Fortescue’s success in FY17. With our sustained productivity and efficiency focus, costs have reduced a further 17 per cent compared to FY16. From November 2016, Fortescue’s position as the lowest cost provider of seaborne iron ore to China has been recognised and maintained by Metalytics Resource Sector Economic analysis. Guidance for our C1 cost of US$11-12 will ensure that our cost reduction momentum journey is sustained, as we optimise technology and innovation across all areas of the business. China’s growth continues to underpin demand for steel with the emerging markets in Asia also participating in regional growth through China’s visionary One Belt One Road strategy. Fortescue’s relationship with China was strengthened further with a financing agreement with China Development Bank Financial Leasing Co., Ltd (CDB Leasing) for the ore carrier fleet, representing the largest direct funding arrangement provided by a major Chinese financier for a non-Chinese company in Australia. The construction of the ore carriers at China’s Jiangsu Yangzijiang and Guangzhou Shipbuilding International shipyards is another example of Fortescue’s successful efforts to expand our collaboration with Chinese industry. Fortescue’s financial results reflect the excellent operating outcomes, with net profit after tax of US$2,093 million, an increase of 112 per cent compared to FY16. Revenue for the year increased by 19 per cent from US$7,083m to US$8,447m, with sustained cost reductions contributing to strong cash flows. We have continued to reduce our debt during the year repaying a further US$2.7 billion, with net gearing ratio now at 21 per cent and our nearest term debt maturity in 2022. Disciplined capital management, further strengthening our balance sheet and generating returns for our shareholders remain our key priorities. Our commitment to communities ensures they benefit from the growth and development of our business. This year we delivered more training, employment and business development opportunities for Aboriginal people and our award-winning Billion Opportunities program grew to almost A$2 billion in contracts awarded to Aboriginal businesses and joint-ventures since the program’s inception in 2011. This year has been marked by recognition of Fortescue’s success externally and we were proud to receive a number of industry awards during FY17. I have had the honour of accepting a number of these awards on behalf of the Fortescue team, all of which have been made possible by the great efforts and hard work of all of our employees and contractors. My sincere congratulations and thanks go to all of the Fortescue team for their contributions to an outstanding year. 6 FORTESCUE METALS GROUP LIMITED I OVERVIEW O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 7 Fortescue’s commitment to diversity In FY17, Fortescue continued to foster a culture that truly embraces and celebrates diversity across our Company. To be the best Company we can be, we need the very best ideas, across every part of our business. The best ideas come from a diverse workforce: teams with a broad range of backgrounds, skills, experience and personalities and to make our business strong, we need to ensure our talented women have the opportunity to reach their potential and fully contribute to Fortescue. This year, Fortescue took important steps towards increasing diversity, determined to implement workable measures to make a real change. • The number of males accessing primary carer’s paid parental leave increased as did the number of females, with 94 per cent of female employees returning from parental leave • 248 Fortescue employees, including site based team members, benefitted from tailored job share and flexible working arrangements. In addition to this, we were very proud to announce in November 2016 that Fortescue was the first ASX 20 Company to have five women on our Board of Directors. Today, more than 50 per cent of our Board members are female. • Overall female employment reached 17.3 per cent • 23.6 per cent of management positions are now held by women, up from 20 per cent in 2016 • Close to 25 per cent of participants in the Trade Up program are female I was also delighted to host two Business Update Networking events for working parents and particularly mothers and expectant mothers, to talk about how Fortescue is supporting a diverse workforce, while also hearing directly from the community on how we can assist parents returning to work after starting a family. • The Fortescue Family Room opened in the Fortescue Centre in Perth as a short-term crèche service “ Creating a welcoming, supportive and encouraging environment for women directly enhances Fortescue’s success by improving its diversity. We want to make a real difference by providing practical solutions to support women and parents in the workplace.” FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT Value chain Innovation in process and design has been a key component of Fortescue’s strategy in challenging industry standards to more efficiently and effectively deliver its product suite from mine to market 1 Exploration and discovery Challenging geological thinking to identify valuable deposits 2 Extraction and recovery Innovative use of technology suitable to Fortescue’s deposits 3 Processing Ore processing facility design and wet processing optimise output 4 Mine to port Heaviest haul rail at 42t axle load 5 Blending and stockpiling Port design facilitates blending and stockpiling of product suite 7 Marketing Helping customers achieve best value in use 6 Ship loading • 3 shiploaders • 5 berths maximise outload capacity and utilisation 8 Shipping • Delivery to Fortescue’s international customers’ specifications • 8 Fortescue Ore Carriers 8 FORTESCUE METALS GROUP LIMITED I OVERVIEW The Board Overview Fortescue has a talented and diverse Board committed to enhancing and protecting the interests of shareholders and other stakeholders and fulfilling a strong governance role over the Company’s affairs. The primary driver for the Board in seeking new directors is skills and experience which are relevant to the needs of the Board in discharging its responsibilities to shareholders. Fortescue’s policy is to assess all potential Board candidates without regard to race, gender, age, physical ability, sexuality, nationality, religious beliefs, or any other factor not relevant to their competence and performance. The appointment and reappointment of directors is intended to maintain and enhance the overall quality of the Board through a composition which reflects a diversity of skills, experience, gender and age. All new Board members benefit from a comprehensive induction process that supports their understanding of Fortescue’s business. There is also a range of support given to Board members which enables them to stay strongly connected to the Company and its culture. These include: • Opportunities for significant contribution to the annual strategy setting process conducted with executive and senior management • Regular briefings from executive and senior management regarding all major business areas, tailored site visits and annual site tours to operational locations • Biannual visits to China to meet with key customers and strengthen their understanding of the Company’s key markets • Regular formal and informal opportunities for the directors to meet with management and staff. The directors also undertake an annual competency self-assessment to evaluate whether the Board, as a whole, maintains an appropriate mix of skills and experience to effectively fulfil its role. Opportunities for improvement are incorporated into director training and consideration for new director appointments. The Board has established Committees to assist in the execution of its duties and to ensure that important and complex issues are given appropriate consideration. The primary Committees of the Board are the Remuneration and Nomination Committee, the Audit and Risk Management Committee and the Finance Committee. Each Committee has a non-executive Chair and operates under its own Charter which has been approved by the Board. Directors are expected to act independently, ethically and comply with all relevant requirements of the Corporations Act 2001, ASX Listing Rules and the Company’s constitution. The Company actively promotes ethical and responsible decision making through its values and Code of Conduct that embodies these values. There is a formal process to identify, disclose and manage potential conflicts of interest, should they arise. In this regard, the roles of Vice Chair and the Lead Independent Director are a cornerstone that ensures the interests of all shareholders are protected equally. The Board and each of its three primary Committees have established a process to evaluate their performance annually. The process is based on a formal questionnaire and interview conducted by an independent consultant and supported by the Company Secretary. The most recent review was undertaken by Ernst & Young in February 2017. The results and recommendations are reported to the full Board for further consideration and agreement of improvement actions, where required. At the date of this report, the Board has seven non-executive directors and two executive directors being Chief Executive Officer (CEO), Mr Nev Power, and Chief Financial Officer (CFO), Ms Elizabeth Gaines. Ms Gaines’ executive appointment followed subsequent to her appointment as the CFO on 6 February 2017. Previously, Mr Stephen Pearce acted as an executive director prior to his resignation on 23 September 2016. The Board believes that an appropriate mix of non-executive and executive directors is beneficial to its role and provides strong operational and financial insights into the business. The Board has maintained a consistent complement of two executive directors in recent years. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 9 The Board The Board is responsible to the shareholders for the performance of the Company. Its focus is to enhance and protect the interests of shareholders and other key stakeholders and to ensure that the Company is properly managed. L-R Non-Executive Director Jennifer Morris, Chief Financial Officer and Executive Director Elizabeth Gaines, Chief Executive Officer and Managing Director Nev Power, Non-Executive Director Sharon Warburton, Chairman Andrew Forrest AO, Non-Executive Director Jean Baderschneider, Lead Independent Director Mark Barnaba AM, Non-Executive Director Penny Bingham-Hall, Non-Executive Director Cao Huiquan Andrew Forrest AO Chairman Mark Barnaba AM Lead Independent Director Appointed Chairman in July 2003. Chief Executive Officer in 2005 to July 2011. Lead Independent Director since November 2014; Non-Executive Director since February 2010. Mr Forrest is Fortescue’s Founder and is also the Founder and Chairman of the Minderoo Foundation, Australia’s largest philanthropic organisation which operates GenerationOne, The Australian Employment Covenant and Walk Free. In 2013, Mr Forrest was appointed by the Prime Minister to Chair the Indigenous Jobs and Training Review. He was named Western Australia’s nominee as Australian of the Year in 2016 and West Australian of the Year in 2017 in recognition of his outstanding contribution to the community. Mr Forrest also founded, developed and funded the Murrin Murrin nickel and cobalt operation, one of the largest producers of nickel and cobalt in the world. Murrin Murrin is considered by experts to be the most successful, and lowest capital and operating cost operations of all the new wave of laterite nickel producers. A leading representative and advocate for the resources sector globally, Mr Forrest is an Adjunct Professor of the China Southern University and is a Fellow of the Australian Institute of Mining and Metallurgy. Committee membership: Remuneration and Nomination Committee (Member), Finance Committee (Member) as at 30 June 2017. Finance Committee (Chair) as at 19 July 2017. Effective 1 September 2017, Mr Barnaba is a member of the Board of the Reserve Bank of Australia. He is also Chairman of the State Theatre Company of Western Australia, and is an Adjunct Professor of Finance and Investment Banking at the University of Western Australia. He is co-founder of Azure Capital and has previously served as Chairman of Western Power Corporation, The West Coast Eagles AFL Club and Alinta Infrastructure Holdings. In 2011, he was appointed by the Premier to chair the WA Steering Committee of the Commonwealth Business Forum for CHOGM. Previously, Mr Barnaba worked for McKinsey and Company and also recently held several senior executive roles at Macquarie Group, where until 31 August 2017, Mr Barnaba served as Chairman and Global Head of Natural Resources for Macquarie Capital. Mr Barnaba holds a Bachelor of Commerce (Honours) from the University of Western Australia and a Master of Business Administration with High Distinction from Harvard Business School. He is a Fellow of the Australian Institute of Company Directors. Committee memberships: Audit and Risk Management Committee (Chair) and Remuneration and Nomination Committee (Member). 10 FORTESCUE METALS GROUP LIMITED I OVERVIEW The Board Nev Power Chief Executive Officer and Managing Director Jean Baderschneider Non-Executive Director Chief Executive Officer since July 2011; Managing Director since September 2011. Mr Power has more than 30 years’ experience in the mining, steel and construction industries and a proven track record in the delivery of major infrastructure projects, mining and steel manufacturing and distribution. Prior to joining Fortescue, Mr Power held Chief Executive positions at Thiess and Smorgon Steel Group. As Fortescue’s Chief Executive Officer, Mr Power has led the Company’s strong, values based culture, commitment to safety excellence, to improving diversity and to the Billion Opportunities program which has awarded close to A$2 billion in contracts to Aboriginal businesses. Mr Power also has a long history in agribusiness and aviation holding both fixed wing and helicopter commercial pilot licenses. Mr Power is a passionate advocate for the development of northern Australia and for its communities to reach their full potential. He is a Fellow of both Engineers Australia and the AusIMM and a member of the Australian Institute of Company Directors and the International Advisory Board for Lingnan (University) College, Sun Yat-sen University. Mr Power is a INSEAD graduate, and holds a Bachelor of Engineering and a Master of Business Administration. Elizabeth Gaines Chief Financial Officer and Executive Director Chief Financial Officer and Executive Director since February 2017; Former Non-Executive Director since February 2013. Ms Gaines is a highly experienced Chief Financial Officer with extensive international experience in all aspects of financial, treasury and commercial management. Ms Gaines has held Chief Financial Officer roles in Australia and the UK in a number of sectors including construction and infrastructure, agribusiness and travel and hospitality. Ms Gaines is highly experienced in global debt and capital markets. Ms Gaines is the former Chief Executive Officer of Helloworld Limited and Heytesbury Pty Limited and has also held the position of Chief Financial Officer at the Stella Group and Entertainment Rights Plc. A member of Chartered Accountants Australia and New Zealand, the Australian Institute of Company Directors and Chief Executive Women, Ms Gaines holds a Bachelor of Commerce degree and Master of Applied Finance degree. Former directorships in the last three years (ASX Listed Entities): NEXTDC Limited (Non-Executive Director), Mantra Group Limited (Non-Executive Director), Nine Entertainment Co. Holdings Limited (Non-Executive Director), lmpediMed Limited (Non-Executive Director), Helloworld Limited (Executive Director). Non-Executive Director since January 2015. Dr Baderschneider retired from ExxonMobil in 2013 following a 30-year career where she had responsibility for operations around the world and served as Vice-President of Global Procurement. She has deep experience with high-risk operations/locations and complex partnerships. Dr Baderschneider is a past member of the Board of Directors of the Institute for Supply Management. She served on the Executive Board of The Center for Advanced Purchasing Studies (CAPS) and the Procurement Council of both The Conference Board and Corporate Executive Board. She also served on the Executive Board of the National Minority Supplier Development Council and was the Presidential appointee to the US Department of Commerce’s National Advisory Council of Minority Business Enterprises. Penny Bingham-Hall Non-Executive Director Non-Executive Director since November 2016. Ms Bingham-Hall brings significant operational skills and experience from executive roles including Head of Strategy at Leighton Holdings (now CIMIC) – Australia’s largest construction, contract mining, infrastructure and property development group – together with 20 years’ experience as a company director. Ms Bingham-Hall is a Fellow of the Australian Institute of Company Directors, a Senior Fellow of the Financial Securities Institute of Australasia and a member of Chief Executive Women and WomenCorporateDirectors Foundation. She holds a Bachelor of Arts (Industrial Design). Other current directorships (ASX listed entities): BlueScope Steel Limited (Non-Executive Director), DEXUS Property Group (Non-Executive Director). Committee Membership: Finance Committee (Member), Audit and Risk Management Committee (Member). Cao Huiquan Non-Executive Director Non-Executive Director since February 2012 (nominated director from Hunan Valin Iron and Steel Group Company Ltd). Mr Cao is currently the Chairman of Hunan Valin Iron and Steel Group Co Ltd and Chairman and Chief Executive Officer of Hunan Valin Steel Co Ltd. He joined Hunan Xiangtan Iron & Steel Co Ltd in 1991 and was appointed General Manager in 2003. In 2005, he was appointed Chief Executive Officer of Hunan Valin Steel Co Ltd and concurrently held the position of General Manager of Lianyuan Iron and Steel Group Co Ltd. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 11 The Board Jennifer Morris Non-Executive Director Owen Hegarty Vice Chair Non-Executive Director since November 2016. Ms Morris is a former partner in the Consulting Division of Deloitte, where she specialised in complex large-scale business transformation programs, and strategy development. She also has extensive applied expertise in leadership and a demonstrated understanding of how to design and deliver a performance culture and high performing teams to deliver sustained and thriving performance at the elite level. She currently serves as Chief Executive Officer of the Walk Free Foundation and is a Commissioner of the Board of the Australian Sports Commission. Ms Morris is a Fellow of Leadership WA, a member of the Australian Institute of Company Directors, an affiliate member of Chartered Accountants Australia and New Zealand and dual Olympic gold medallist. She holds a Bachelor of Arts (Psychology and Journalism) and completed the Finance for Executives at INSEAD. Committee Membership: Remuneration and Nomination Committee (Member), Audit and Risk Management Committee (Member). Sharon Warburton Non-Executive Director Non-Executive Director since November 2013 and appointed Vice Chair as at 19 July 2017. Ms Warburton has extensive experience in the mining, infrastructure and construction sectors. She gained substantial operational, commercial and risk management experience in the global resources sector through her time as an executive at Rio Tinto. She has also previously held senior executive positions at Brookfield Multiplex, ALDAR Properties PJSC, Multiplex and Citigroup. In 2016, she was appointed Chairman of the Northern Australia Infrastructure Facility and currently serves as a Director at Western Power and the Perth Children’s Hospital Foundation. Ms Warburton is a Fellow of the Institute of Chartered Accountants Australia and New Zealand, a graduate of the Australian Institute of Company Directors, a Fellow of Australian Institute of Building and a member of Chief Executive Women. Mr Hegarty was appointed Vice Chair in November 2014 having served as a Non-Executive Director since October 2008. Mr Hegarty has 40 years’ experience in the global mining industry, including 25 years with the Rio Tinto group. Mr Hegarty retired from Fortescue’s Board in December 2016. Stephen Pearce Chief Financial Officer and Executive Director Mr Pearce was appointed as an Executive Director in June 2016, after joining Fortescue in March 2010. Mr Pearce has more than 20 years’ experience in senior management roles in the mining, oil and gas and utilities industries. Mr Pearce resigned from Fortescue’s Board in September 2016 and resigned from his position as Chief Financial Officer in December 2016. Geoff Raby Non-Executive Director Mr Raby was appointed as a Non-Executive Director in August 2011. He formerly served as Australia’s Ambassador to the People’s Republic of China between 2007 and 2011. Mr Raby retired from Fortescue’s Board in December 2016 and continues to work with Fortescue in a consultant capacity, assisting with China relations. Alison Terry Company Secretary Ms Terry was appointed Company Secretary in February 2017, after joining Fortescue in 2014 as Group Manager Corporate Affairs. With significant experience in corporate affairs, legal, company secretarial and general management, Ms Terry has previously held senior executive and Board roles across a number of sectors including automotive, telecommunications and superannuation. She holds a Bachelor of Economics and Bachelor of Laws (Honours) and a Graduate Diploma of Business (Accounting). Other current directorships (ASX listed entities): Gold Road Resources Limited (Non-Executive Director), NEXTDC Limited (Non-Executive Director). Ian Wells Company Secretary Former directorships in the last three years (ASX Listed Entities): Wellard Limited. Committee membership: Remuneration and Nomination Committee (Chair) and Finance Committee (Chair) as at 30 June 2017. Vice Chair, Remuneration and Nomination Committee (Chair), Audit and Risk Management Committee (Member) and Finance Committee (Member) as at 19 July 2017. Mr Wells was appointed as Company Secretary in February 2015, after joining Fortescue in 2010 as Group Manager, Treasury and Business Planning. With more than 20 years’ experience in senior finance and management roles in the mining, energy infrastructure and healthcare industries, Mr Wells was previously Chief Financial Officer at Singapore Power subsidiary Jemena Limited and holds a Bachelor of Business in Accounting and is a graduate of the Australian Institute of Company Directors. 12 FORTESCUE METALS GROUP LIMITED I OVERVIEW Executive team Fortescue’s leadership Fortescue’s executive team is accountable for the safety of its people, upholding the Company’s values, acting with integrity and honesty, and leading the business to achieve its vision of becoming the safest, lowest cost, most profitable iron ore producer in the world. L-R: Director Business Development Tony Swiericzuk, Director Operations Greg Lilleyman, Chief Financial Officer Elizabeth Gaines, Director External Relations Tim Langmead, Group Manager Fortescue People Linda O’Farrell, Chief Executive Officer Nev Power, Company Secretary and Group Manager Corporate Affairs Alison Terry, Director Corporate Services and Chief General Counsel Peter Huston, Director Sales and Marketing David Liu, Group Manager Health and Safety Robert Watson Nev Power Chief Executive Officer Elizabeth Gaines Chief Financial Officer Greg Lilleyman Director Operations Mr Power was appointed Chief Executive Officer in July 2011 and has more than 30 years’ experience in the mining, steel and construction industries. Before joining Fortescue, he held Chief Executive positions at Thiess and the Smorgon Steel Group. Please refer to the Board of Director’s section on page 11 for more details on Mr Power’s experience. Ms Gaines assumed the role of Chief Financial Officer in February 2017. A highly experienced Chief Financial Officer and regarded as a financial and governance expert, Ms Gaines brings significant global, commercial and operational experience from a range of industry sectors to complement Fortescue’s highly capable finance team. Please refer to the Board of Director’s section on page 11 for more details on Ms Gaines’ experience. Mr Lilleyman joined Fortescue in January 2017. With over 28 years’ experience in the mining sector, he brings a wealth of industry knowledge with a personal style and approach strongly aligned with Fortescue’s values and culture. His extensive experience in leading safety and operational excellence combined with his thorough knowledge and passion for technology and innovation provides for further development of Fortescue’s strong operational and cost performance. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 13 Executive team Peter Huston Director Corporate Services and Chief General Counsel Linda O’Farrell Group Manager Fortescue People Mr Huston brought over 20 years’ experience in legal and corporate advisory roles when he joined Fortescue as Chief General Counsel in January 2005. Mr Huston joined the executive team in January 2009. Prior to joining Fortescue, Mr Huston spent 12 years as a partner of the law firm now known as Norton Rose and 10 years in private equity, mergers and acquisitions. Tim Langmead Director External Relations Mr Langmead was appointed Director External Relations in January 2014, after joining Fortescue as Group Manager Corporate Affairs in January 2013. Previously, Mr Langmead held senior corporate affairs roles in the Australian business units of global oil and gas companies. Mr Langmead served in senior staff roles for Ministers in the Howard-Anderson and Howard-Vaile governments and commenced his career as an agribusiness journalist. David Liu Director Sales and Marketing Mr Liu joined Fortescue in 2003 and was appointed as Director Sales and Marketing in 2011 following the completion of his post-graduate studies at the University of Western Australia. Having spent nearly 30 years in Perth, Mr Liu has strong experience in trade and investment projects between Australia and China. Mr Liu brings a deep understanding of Asian, particularly Chinese, culture and business practices to Fortescue’s strategy of securing long-term partnerships with the major steel mills in Asia. Ms O’Farrell joined Fortescue in October 2013 as Group Manager Fortescue People, joining the executive team in December 2014. Having held a number of executive human resources roles in major Australian resource companies, Ms O’Farrell brings strong experience in strategic people management, diversity and Aboriginal employment. Ms O’Farrell holds a Bachelor of Economics (Honours in Industrial Relations) from the University of Western Australia. Tony Swiericzuk Director Business Development Mr Swiericzuk was appointed Director Business Development in April 2017. Mr Swiericzuk started his career at Fortescue in 2009 as General Manager Port and later General Manager Christmas Creek, overseeing the ramp up of operations at both sites. With more than 20 years of industry knowledge, Mr Swiericzuk’s previous experience is diverse and includes material handling, rail, port, steelworks in Australia and Indonesia. Mr Swiericzuk holds a Bachelor of Engineering degree (Honours in Mining and Mineral Engineering) and a Master of Business Administration. Alison Terry Company Secretary and Group Manager Corporate Affairs Ms Terry was appointed Company Secretary in February 2017, after joining Fortescue in 2014 as Group Manager Corporate Affairs. With significant experience in corporate affairs, legal, company secretarial and general management, Ms Terry has previously held senior executive and Board roles across a number of sectors including automotive, telecommunications and superannuation. Ms Terry holds Bachelor of Economics and Bachelor of Laws (Honours) and a Graduate Diploma of Business (Accounting). Rob Watson Group Manager Health and Safety Mr Watson was appointed Group Manager Health and Safety in 2014 after joining Fortescue in 2011. Prior to this Mr Watson spent 15 years in a number of senior corporate health and safety roles in large mining companies. His career in health and safety spans over 25 years in a number of industries and commodities. Mr Watson holds a Masters in Occupational Health and Safety. Nick Cernotta Director Operations Mr Cernotta was appointed as Director, Operations in March 2014 with more than 30 years experience in the mining industry, spanning various commodities and operations in Australia, Africa, South East and Central Asia, Saudi Arabia and Papua New Guinea. Mr Cernotta resigned from Fortescue on 31 January 2017. Peter Lynch Director Business Development It is with great sadness to report that Mr Peter Lynch, Fortescue’s Business Development Director tragically died in an aircraft incident in Perth on January 26, 2017. Mr Lynch joined Fortescue in June 2016 with over 28 years’ of experience in the Australian and global mining sector including coal, copper, gold, lead, and zinc. In his short time at Fortescue, Peter had already been integral in the development of Fortescue’s exploration projects and was an impressive leader who loved to recognise his team for their efforts. Fortescue would like to extend its deepest sympathies to the family, friends and colleagues of Peter once again; he is deeply missed by everyone at Fortescue. 14 FORTESCUE METALS GROUP LIMITED I OVERVIEW OPERATING AND FINANCIAL REVIEW Overview FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 15 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 15 Operating and financial highlights PRODUCTION C1 COSTS 170.4 MT US$ 12.82 /WMT US$ REVENUE 8.4 BILLION CASH ON HAND US$ 1.8 BILLION UNDERLYING EBITDA DEBT REPAYMENTS US$ 4.7 BILLION US$ 2.7 BILLION DEBT RETIRED NET PROFIT AFTER TAX NET DEBT US$ 2.1 BILLION US$ 2.6 BILLION 16 FORTESCUE METALS GROUP LIMITED I OPERATING AND FINANCIAL REVIEW Overview of operations PRODUCTION CAPACITY 70 - 75 MTPA Solomon Hub The Solomon Hub in the Hamersley Ranges is located 60 kilometres (km) north of Tom Price and 120km to the west of Fortescue’s Chichester Hub. It comprises the Firetail and Kings Valley mines which together have production capacity of 70 to 75 million tonnes per annum (mtpa). Solomon represents a valuable source of production by blending higher grade, low cost Firetail ore with low phosphorous Chichester ore to create the high quality Fortescue blend. Fortescue successfully deployed CAT autonomous haulage technology (AHS) at the Solomon Hub in 2012, achieving a 20 per cent improvement in productivity. During the year, Fortescue announced the expansion of AHS at both the Kings Valley and Firetail mines to further improve productivity across the site. Chichester Hub The Chichester Hub in the Chichester Ranges, comprising the Cloudbreak and Christmas Creek mines, has an annual production capacity of 100mtpa from three Ore Processing Facilities (OPFs). Consistent and sustained output delivered from the OPFs has allowed Fortescue to continue optimisation of its product strategy through enhanced blending and beneficiation, increasing iron upgrades and reducing impurities. This has resulted in lower mining cut-off grades, further optimising ore bodies and sustainably reducing strip ratios. During FY17, Fortescue’s Integrated Operations Centre (IOC) in Perth expanded to include Christmas Creek and Cloudbreak’s mine control, as well as Christmas Creek’s mine planning. The remote operation utilises the latest technology and ensures improved safety, reliability and efficiency of the operation. Building on the success of AHS at the Solomon Hub, the implementation plan for the rollout of AHS at the Chichester Hub from FY18 is underway. The Company is also investing in an innovative relocatable conveyor to be trialled at the Cloudbreak mine. CHRISTMAS CREEK CLOUDBREAK FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 17 Overview of operations Port and Rail Fortescue wholly owns and operates its purpose designed rail and port facilities, constructed to deliver iron ore from its mines to Port Hedland and on to its customers. Covering 620km of track, the railway is the fastest, heavy haul line in the world. The efficient design and layout, optimal berthing configuration and ongoing innovation to increase productivity makes Fortescue’s port the most efficient bulk port operation in Australia. The port has five operating berths and is capable of efficiently exporting more than 170mtpa. A natural extension of Fortescue’s supply chain, the Company’s ore carriers were designed to complement the industry leading efficiency of Fortescue’s port. FMG Nicola, Grace, Sophia and Sydney made their maiden voyage into Herb Elliot Port in FY17. The remaining four vessels will be delivered by mid-2018. FIRETAIL REPLACEMENT PROJECT EXPECTED DECISION FY18 Iron Ore projects Firetail is an important component of the Fortescue Blend product and the replacement strategy will ensure the Company maintains the integrity and quality of its product range. During FY17, Fortescue continued to study all options for the Firetail replacement project with a decision between the Western Hub and Nyidinghu expected during FY18. Iron Bridge, located 100km south of Port Hedland, is a joint venture between Fortescue, Taiwan’s Formosa Group and China’s Baosteel Resources Ltd, a subsidiary of China’s Baowu Group incorporating the world class North Star and Glacier Valley Magnetite ore bodies. Building on the development of a large scale pilot plant and successful testing of an innovative, low cost production process already completed, future developments will deliver product via a pipeline to storage and handling facilities in Port Hedland. This will be subject to market conditions and approval by joint venture partners. Exploration Fortescue holds the largest tenement portfolio in the Pilbara. Details of the Company’s reserves and resources are summarised in the Ore Reserves and Minerals Resources Report on pages 29 to 42. Exploration activity in FY17 was primarily focussed on Fortescue’s iron ore tenements to maintain mine life and sustain product quality in the Company’s core iron ore business. During the year Fortescue continued to undertake early stage, low cost exploration on copper-gold prospective tenements in South Australia and New South Wales and assessed high potential, early stage exploration tenements in Ecuador, where Fortescue was granted 32 exploration areas. This exploration is in line with Fortescue’s strategy of focussing on its core iron ore business while creating low cost future optionality. 18 FORTESCUE METALS GROUP LIMITED I OPERATING AND FINANCIAL REVIEW Key performance indicators Improved Safety 33% 2.9 Total Recordable Injury Frequency Rate Consistent Production 1% 170.4 mt Reduced Cost 17 % 12.82 /wmt US$ Fortescue’s FY17 results demonstrate the continued focus on fundamental business drivers and delivered consistent performance across all operations. Fortescue’s teams continue to innovate and deliver excellent progress on key areas within the Company’s control as it implements its vision of being the safest, lowest cost, most profitable iron ore producer, including: • Significant improvement in safety performance • Sustainable production delivering maximum value from the Company’s assets • Consistent drive to lower costs and improve productivity and efficiency. In FY17, Fortescue delivered on each of these key strategic targets and continued to reduce its debt, invest in its core iron ore business and deliver returns to shareholders. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 19 Key performance indicators Safety The health and safety of Fortescue’s people is at the heart of the Company’s values and its commitment to becoming a global leader in safety. Fortescue’s Total Recordable Injury Frequency Rate (TRIFR), used as a measure of its safety performance, has been progressively reducing year-on-year, including a 33 per cent reduction in FY17 to 2.9. The Company is focussed on delivering progressive improvement in its safety performance and promoting the behaviour to always look out for your mates and yourselves to achieve its vision of zero injury and harm across the entire business. Total Recordable Injury Frequency rate 9.2 7.6 6.0 5.1 4.3 2.9 FY12 FY13 FY14 FY15 FY16 FY17 Production In FY17, Fortescue achieved production records across mining, shipping and processing while continuing to lower costs. This demonstrates the consistent delivery of outstanding operational performance across all aspects of the business. Production and shipments on a wet metric tonnes basis are outlined below. 12 months to 30 June 2017 (million tonnes) Ore mined Overburden removed Ore processed Shipments – Fortescue mined ore Shipments – Fortescue equity ore Total ore shipped including third party product 2017 197.8 204.9 172.2 170.4 170.4 170.4 2016 Movement (%) 181.1 195.9 167.6 166.8 167.4 169.4 +9 +5 +3 +2 +2 +1 Mining, million tonnes (wmt) Processing, million tonnes (wmt) Shipments, million tonnes (wmt) 197.8 181.1 164.1 140.4 94.6 172.2 167.6 153.6 165.4 169.4 170.4 126.0 76.1 124.2 80.9 FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17 Mining volumes and processing throughput continue to support shipments of 170mt per year. Iron ore stockpiles at the mines and product stocks at the ore processing facilities and at Port are maintained at optimum levels to support production targets and continue to be managed closely to ensure product quality and specifications. Strip ratios across the business were maintained at 1.0 in FY17. Fortescue continues to meet customer demands through its wet processing capability, achieving sustained improvements in metallurgical upgrades through the OPFs, as well as plant reliability. The efficiency of Fortescue’s rail and port infrastructure supported the Company’s mining and processing operations through FY17. Fortescue’s focus remains on maximising the value of its ore bodies and infrastructure assets through beneficiation, operating efficiencies and productivity improvements. 20 FORTESCUE METALS GROUP LIMITED I OPERATING AND FINANCIAL REVIEW Key performance indicators Costs Fortescue’s focus on productivity and efficiency has again lowered C1 costs demonstrated by operational excellence across mines, OPFs and infrastructure. C1 costs averaged US$12.82/wmt in FY17, a 17 per cent improvement over the prior year. This result includes an average C1 cost of US$12.16/wmt for the June quarter. Fortescue’s C1 cost reduction journey is illustrated below. Progressive cost reductions delivered by Fortescue in recent years represent sustainable, long term improvements in operating costs, supporting life of mine in excess of 20 years. Key focus areas which have contributed to a 17 per cent improvement in C1 costs during the year include: • OPF performance, with improved upgrades and yields, enhanced plant reliability and shutdown optimisations • Mine planning, design and mining methodology • Cross-site operational collaboration • Contractor insourcing programs • Procurement initiatives to maximise the value of products and services purchased • Mining equipment and labour productivity • Use of autonomous technology. As the Company continues to focus on innovation, productivity and efficiencies, the full year FY18 C1 cost is estimated at US$11-12/wmt, based on an assumed Australian dollar exchange rate of 0.75 and oil price of US$53 per barrel (WTI). C1 cost reduction journey, US$/wmt FY15 US$27.15/wmt 32.08 28.48 25.90 22.16 FY16 US$15.43/wmt 16.90 15.80 14.79 14.31 13.55 12.54 13.06 12.16 FY17 US$12.82/wmt Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Q1FY17 Q2FY17 Q3FY17 Q4FY17 SHIPPING Fortescue Ore Carriers Fortescue celebrated the delivery of its first four ore carriers during FY17. FMG Nicola, Grace, Sophia and Sydney were constructed at Jiangsu’s Yangzijiang Shipyard, reflecting close relationships in China, its largest market. The ore carriers are a natural extension of the Company’s supply chain and will play a significant role in increasing efficiencies at Port and lowering costs. Designed to maximise the tonnage per ship and improve loading rates, the ships will also enable the safe manoeuvring within the port and the channel. A further four ore carriers are being built at Guangzhou Shipyard International, with delivery of the final vessel expected in mid-2018. When fully operational, the fleet will provide approximately 12 per cent of Fortescue’s total shipping requirements. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 21 Financial results and position Fortescue’s financial performance improved in FY17 with strong operational results increasing margins and generating strong free cash flows. These financial outcomes demonstrate consistency of operations, productivity and an unwavering focus on efficiency with the emphasis on maximising the benefits of technology and innovation. Free cash flows generated by operations has been consistently applied to debt reductions, strengthening Fortescue’s balance sheet and maximising shareholder returns. Key metrics Revenue Underlying EBITDA1 Net profit after tax Earnings per share Cash from operating activities Capital expenditure – Fortescue Free cash flows Cash and cash equivalents Debt Net debt C1 costs Key ratios Gearing Net gearing Underlying EBITDA margin Return on equity US cents US$/wmt 2017 US$m 2016 US$m 8,447 4,744 2,093 67.3 4,256 716 3,540 1,838 4,471 2,633 13 % 31 21 56 23 7,083 3,195 985 31.6 2,446 304 2,142 1,583 6,771 5,188 15 % 45 38 45 12 1 Refer to page 23 for the definition and reconciliation of Underlying EBITDA to the financial metrics reported in the financial statements under Australian Accounting Standards. 22 FORTESCUE METALS GROUP LIMITED I OPERATING AND FINANCIAL REVIEW Financial results and position Financial performance In FY17, Fortescue delivered net profit after tax of US$2,093 million and earnings per share of 67.3 cents (FY16: US$985 million and 31.6 cents). This result reflects a significant improvement in operating margins and reduced financing expenses. Underlying EBITDA Underlying EBITDA, is a key measure of Fortescue’s financial performance and is defined as earnings before interest, tax, depreciation and amortisation, exploration, development and other expenses. In FY17, Fortescue’s operations generated Underlying EBITDA of US$4,744 million (FY16: US$3,195 million). The reconciliation of Underlying EBITDA to the financial metrics reported in the financial statements under Australian Accounting Standards is presented below. The 48 per cent improvement in Underlying EBITDA reflects improved iron ore prices and the delivery of C1 operating cost reductions contributing US$1,262 million and US$445 million to the result respectively, as illustrated below. Underlying EBITDA, US$ million 1,262 99 15 20 4,744 445 131 3,195 77 FY16 Volume C1 costs Shipping costs Price Royalty Fx Other FY17 Operating sales revenue Cost of sales excluding depreciation and amortisation Net foreign exchange gain (loss) Administration expenses Other income Underlying EBITDA Finance income Finance expenses Depreciation and amortisation Exploration, development and other Net profit before tax Income tax expense Net profit after tax 1 Notes to the accompanying financial statements Note1 3 5 4,6 6 4 7 7 5,6 6 14 2017 US$m 8,447 (3,661) 13 (56) 1 4,744 19 (502) (1,243) (51) 2,967 (874) 2,093 2016 US$m 7,083 (3,841) (2) (52) 7 3,195 214 (675) (1,244) (136) 1,354 (369) 985 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 23 Financial results and position Revenue Sale of iron ore Other revenue Sale of joint venture ore Operating sales revenue Shipments – Fortescue mined ore Shipments – Fortescue’s share of joint venture ore 62% Fe CFR Platts index Revenue realised 1 Notes to the accompanying financial statements. Note1 3 3 3 mt mt US$/dmt US$/dmt 2017 US$m 8,335 112 - 8,447 170.4 - 70 53 2016 US$m 6,923 136 24 7,083 166.8 0.6 51 45 In FY17, Fortescue realised US$53/dmt (FY16: US$45/dmt), based on the 62 per cent CFR Platts index of US$70/dmt (FY16: US$51/dmt). US$m 12,000 9,000 6,000 3,000 Revenue and realisation 11,753 US$/dmt 160 8,120 8,574 8,447 120 6,716 7,083 FY12 FY13 FY14 FY15 FY16 FY17 Revenue CFR 62% price realisation 80 40 0 In FY17, Fortescue delivered net profit after tax of US$2,093 million and earnings per share of 67.3 cents (FY16: US$985 million and 31.6 cents). This result reflects a significant improvement in operating margins and reduced financing expenses. 24 FORTESCUE METALS GROUP LIMITED I OPERATING AND FINANCIAL REVIEW Financial results and position Production costs Total cost of product delivered to customers, inclusive of C1 costs, shipping, state government royalties and administration charges, was US$22/wmt (FY16: US$23/wmt). Total delivered cost, US$/wmt 69 21 62 18 48 FY12 44 FY13 52 18 34 FY14 38 11 27 FY15 23 8 15 22 9 13 FY16 FY17 C1 Shipping, royalty and administration The reconciliation of C1 costs and total delivered costs to customers to the financial metrics reported in the financial statements under Australian Accounting Standards is presented below. Mining and processing costs Rail costs Port costs Operating leases C1 costs, US$ million Shipments – Fortescue mined ore, mt C1, US$/wmt Shipping costs Government royalty2 Administration expenses Shipping, royalty and administration, US$/wmt Total delivered cost, US$/wmt 1 Notes to the accompanying financial statements. Note1 5 5 5 5 5 5 6 2017 US$m 1,780 192 183 29 2,184 170.4 13 929 545 56 9 22 2016 US$m 2,092 201 204 76 2,573 166.8 15 781 446 52 8 23 2 Fortescue pays a 7.5 per cent state government royalty for the majority of its iron ore products, with a concession rate of five per cent applicable to beneficiated fines. Key factors contributing to the FY17 operating costs performance are discussed on page 21. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 25 Financial results and position Non-operating costs Key non-operating costs forming part of the financial result include: • Net loss on early redemption of US$59 million (FY16: net gain of US$150 million) • Interest expense of US$430 million reduced by US$191 million compared to the prior year of US$621m, following debt repayments of US$2.7 billion in FY17 (FY16: US$2.7 billion) • Depreciation and amortisation expenses of US$1,243 million (FY16: US$1,244 million) • Income tax expense for the year of US$874 million at an effective income tax rate of 29 per cent (FY16: US$369 million at a rate of 27 per cent). Balance sheet strength Generation of free cash flow through consistent operating performance combined with improved market conditions and sustainable cost reductions across operations enabled Fortescue to repay US$2.7 billion of debt and refinance an additional US$1.5 billion during the year. The Company’s net gearing ratio has reduced to 21 per cent while extending its earliest debt maturity to 2022. Key metrics At 30 June 2017, Fortescue’s net debt position was US$2,633 million (FY16: US$5,188 million), inclusive of finance leases and cash on hand. Borrowings Finance lease liabilities Cash and cash equivalents Net debt Equity Gearing Net gearing 1 Notes to the accompanying financial statements. * This is calculated on debt plus equity. Note1 9(a) 9(a) 9(b) 2017 US$m 3,653 818 (1,838) 2,633 9,734 31%* 21%* 2016 US$m 6,266 505 (1,583) 5,188 8,406 45% 38% Cash and debt, US$ billion Gearing and net gearing 12.7 8.5 9.6 9.6 2.3 2.2 2.4 2.4 6.8 4.5 1.6 1.8 12.7 10.5 8.5 6.2 9.6 9.6 7.2 7.2 6.8 80% 60% 40% 20% 5.2 4.5 2.6 FY12 FY13 FY14 FY15 FY16 FY17 FY12 FY13 FY14 FY15 FY16 FY17 Borrowings and finance lease liabilities Cash on hand Borrowings and finance lease liabilities Net debt Net gearing (RHS) Gearing (RHS) 26 FORTESCUE METALS GROUP LIMITED I OPERATING AND FINANCIAL REVIEW Financial results and position Debt profile The Company’s debt maturity profile at 30 June 2017 is set out below. Fortescue maintains a flexible debt portfolio with no financial maintenance covenants across all instruments. Debt maturity profile US$m 3,000 2,000 1,000 0 2,160 750 750 CY2017 CY2018 CY2019 CY2020 CY2021 CY2022 CY2023 CY2024 Senior Secured Notes Senior Unsecured Notes Ore carrier facility During the year, Fortescue completed an agreement with the China Development Bank Financing Leasing Co., Ltd to finance the construction costs for eight ore carriers. The finance lease facility of US$473 million will fund 85 per cent of the ore carriers’ costs for a minimum of 12 years on highly flexible terms, including early repayment and extension options. At 30 June 2017, US$234 million of the facility has been utilised following delivery of the first four ore carriers during the year. The remaining funds under the facility will be drawn on progressively on delivery of each ship. This transaction is an important milestone in Fortescue’s funding strategy, building and broadening the Company’s relationships with China, and represents the largest direct funding arrangement provided by a major Chinese financier for a non-Chinese company in Australia. Cash flow generation and capital discipline Fortescue’s strong free cash flow performance during the year reflects improved positive cash margins together with a focus on working capital efficiencies and disciplined capital management. Free cash flow, representing net cash proceeds generated by operations after capital allocations, has improved by 65 per cent to US$3,540 million. Cash flows from operating activities Capital expenditure – Fortescue Free cash flow 2017 US$m 4,256 (716) 3,540 2016 US$m 2,446 (304) 2,142 Cash and cash equivalents at 30 June 2017 were US$1,838 million compared to US$1,583 million at 30 June 2016, with the key cash movements for the financial year outlined on the next page. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 27 Financial results and position Cash generated by operations Key factors contributing to the 74 per cent improvement in operating cash inflows to US$4,256 million (FY16: US$2,446 million): • 19 per cent increase in revenue as a result of improved iron ore price • 17 per cent reduction in C1 costs • Net increase in customer prepayments of US$223 million (FY16: net decrease of US$312 million) with US$500 million received offset by US$275 million amortisation through delivery of iron ore during the year • Lower interest payments of US$412 million (FY16: US$599 million) as debt repayments continued in FY17 • Income tax payments of US$375 million were made during the year including US$267 million attributable to FY16. The final FY17 payment of US$685 million is scheduled for December 2017. Capital expenditure Fortescue’s capital expenditure for the year increased to US$716 million (FY16: US$304 million): • Includes sustaining capital of US$354 million, US$260 million ore carrier construction, US$63 million development capital and US$39 million on exploration • Maintenance capital is closely managed to ensure sustainability of operations and delivery of maximum value from the Company’s world class assets, with sustaining capital estimated at US$3/wmt in FY18. • Joint venture capital expenditure of US$13 million (FY16: US$56 million) relates to the Iron Bridge project and has been predominantly funded by Formosa Plastics Group. Commitment to debt reduction Fortescue’s debt reduction strategy continued in FY17 as the Company applied free cash flow to debt reduction. Fortescue’s net financing cash outflows increased to US$3,282 million (FY16: US$2,863 million): • Debt repayments of US$2,687 million (FY16: US$2,695 million) • Refinancing of US$1,500 million and receipt of US$234 million from the ore carrier facility • Dividend payments of US$755 million (FY16: US$114 million). Dividends and shareholder return Earnings have improved to 67.3 cents per share with return on equity of 23 per cent delivered during the year (FY16: 31.6 cents per share and 12 per cent respectively). Net profit after tax Earnings per share Return on equity Interim dividend Final dividend Total dividend Dividend payout ratio US$m US cents AUD cents per share AUD cents per share AUD cents per share 2017 US$m 2,093 67.3 23% 20 25 45 52% 2016 US$m 985 31.6 12% 3 12 15 36% Total dividend of 45 Australian cents per share represents a 52 per cent dividend payout ratio. 28 FORTESCUE METALS GROUP LIMITED I OPERATING AND FINANCIAL REVIEW ORE RESERVES AND MINERAL RESOURCES FY17 Update FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 29 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 29 Ore reserves and mineral resources report Ore Reserves and Mineral Resources Ore Reserves Operating Properties – Hematite Reporting is grouped by operating and development properties and includes both Hematite and Magnetite deposits. The 2017 combined Chichester and Solomon Hematite Ore Reserve is a total of 2,191 million dry tonnes (mt) at an average iron (Fe) grade of 57.2 per cent. Hematite Ore Reserves total 2.19 billion tonnes (bt) at an average iron (Fe) grade of 57.2 per cent. Combined Hematite Mineral Resources total 13bt at an average Fe of 56.8 per cent. Magnetite Ore Reserves total 0.7bt at an average mass recovery of 27.2 per cent for a 67 per cent Fe grade product. Magnetite Mineral Resources total 7.9bt at an average mass recovery of 23.3 per cent. Operating property Ore Reserves and Mineral Resources have all been reported to the Joint Ore Reserves Committee (JORC) 2012 standard. Accordingly, the information in these sections should be read in conjunction with the respective explanatory Mineral Resource and Ore Reserve information (Fortescue ASX release dated 18 August 2017). Development property Mineral Resources are a combination of JORC 2012 and JORC 2004 estimates. Those development property Mineral Resources reported to JORC 2012 standard are identified in the Fortescue ASX releases on 18 August 2017, 8 January 2015 and 20 May 2014 that includes the supporting technical data. The remaining JORC 2004 Mineral Resource estimates will be progressively updated to the JORC 2012 standard as development priorities dictate. Magnetite Mineral Resources have been updated and reported to the JORC 2012 standards. The Mineral Resources quoted in this report should be read in conjunction with the supporting technical data contained in the corresponding ASX release dated 18 August 2017. The Ore Reserve and Mineral Resource estimation processes followed internally are well established and are subject to systematic internal peer review, including calibration against operational outcomes. Independent technical reviews and audits are undertaken on an as-required basis as an outcome of risk assessment. An independent audit of the Valley of the Kings Resource Model was conducted in December 2016. In addition to routine internal audit, auditing of the estimation of Mineral Resources and Ore Reserves is addressed as a sub-set of the annual internal audit plan approved by the Board Audit and Risk Management Committee (ARMC). Specific audit of the Ore Reserve process was performed in 2011, 2013, 2015, 2016 and 2017. These audits were managed by Fortescue’s internal audit service provider with external technical subject experts. The 2015, 2016 and 2017 Ore Reserves audits were carried out by independent external technical consultants. The ARMC also monitors the Ore Reserve and Mineral Resource status and approves the final outcome. The annual Ore Reserves and Mineral Resource update is a prescribed activity within the annual Corporate Planning Calendar that includes a schedule of regular Executive engagement meetings to approve assumptions and guide the overall process. Tonnage and quality information contained in the following tables have been rounded and as a result the figures may not add up to the totals quoted. Ore Reserves are quoted on a dry product basis while Mineral Resources are quoted on a dry in-situ basis. (Company production and sales reporting is based on wet tonnes. The typical free moisture content of shipped products is nine per cent). The Ore Reserve is quoted as at 30 June 2017 and is inclusive of ore and product stockpiles at mines. Product stockpiles at port have been excluded from contributing to Ore Reserves. The proportion of higher confidence Proved Ore Reserve has remained essentially unchanged (reducing from 755mt to 746mt) as a result of ongoing in-fill drilling at both the Solomon and the Chichester deposits. The Chichester Hub (Cloudbreak and Christmas Creek deposits) contains 1,517mt at an average Fe grade of 57.2 per cent, an increase of 73mt due to change in pit geometry at Cloudbreak, inclusion of the Kutayi eastern extension in the Christmas Creek Life of Mine plan and on-going grade control drilling. Proved Ore Reserve constitutes 42 per cent of Chichester Ore Reserve. While the Cloudbreak and Christmas Creek deposits are quoted separately for historical reasons, they effectively represent a single deposit with ore generally directed to the most proximal of the three available ore processing facilities (OPFs). The Ore Reserve estimate for the Solomon Hub is 674mt at an average Fe grade of 57.3 per cent, a decrease of 55mt due to production but with an increase in ore quality. A number of higher grade additions have been made to Solomon Ore Reserves over the last 12 months, including brownfields extensions of the Firetail and Kings deposits. Solomon Ore Reserve consists of 17 per cent of the tonnage in the Proved Ore Reserve category. The 2017 Hematite Ore Reserve estimates were subject to comprehensive review and update addressing: • Revisions to the Cloudbreak pit geometry (increase) • Addition of the Kutayi deposit to the Christmas Creek resource base (increase) • Addition of the Pinnacles, Radio Tower Hill and Frederick deposits to the Solomon resource base (increase) • Revisions of ore loss and dilution factors based on 12 months of operational history at all mines (minor) • Revisions to the processing response through all Ore Processing Facilities (OPFs) based on updated test work and operational history (minor) • Ore depletion as a result of sales (decrease) • Re-optimisation of mine geometries to maximise the benefit of cost reductions across all Fortescue operations and new additions to the resource base • A revised life of mine (LOM) plan that addresses the listed items and incorporates the latest information on long term product strategy and mining and processing reconciliation trends. 30 FORTESCUE METALS GROUP LIMITED I ORE RESERVES AND MINERAL RESOURCES Ore reserves and mineral resources report Hematite Ore Reserves – as at 30 June 2017 June 2017 June 2016 Product Tonnes (mt) Iron Fe % Silica SiO2 % Alumina Al2O3 % Phos P % Loss On Ignition LOI % Product Tonnes (mt) Iron Fe % Silica SiO2 % Alumina Al2O3 % Phos P % Loss On Ignition LOI % Cloudbreak Proved Probable Total 304 289 593 Christmas Creek Proved Probable Total 326 597 924 57.5 57.2 5.21 5.97 57.4 5.58 57.1 57.0 5.86 5.96 57.0 5.93 Sub-total Chichester Hub Proved Probable 631 886 57.3 57.1 5.54 5.96 2.81 2.75 2.78 2.81 3.03 2.95 2.81 2.94 0.052 0.058 0.055 0.043 0.047 0.046 0.047 0.051 8.49 8.00 8.25 7.81 7.57 7.66 8.14 7.71 291 249 541 325 579 904 616 828 57.6 57.1 5.15 5.95 57.3 5.52 57.4 57.1 5.73 5.62 57.2 5.66 57.5 57.1 5.45 5.72 2.82 2.84 2.83 2.77 3.05 2.95 2.79 2.99 0.054 0.059 0.056 0.043 0.049 0.047 0.048 0.052 8.50 7.97 8.25 7.47 7.34 7.38 7.96 7.53 Total 1,517 57.2 5.79 2.88 0.049 7.89 1,444 57.3 5.61 2.91 0.050 7.71 Firetail Proved Probable Total 13 112 125 59.0 59.3 5.57 5.75 59.2 5.73 Kings and Queens Proved Probable Total 103 446 548 56.3 56.9 6.60 6.36 56.8 6.40 Sub-total Solomon Hub Proved Probable Total 116 558 674 56.6 57.4 6.48 6.23 57.3 6.28 Total Hematite Ore Reserves Proved 746 Probable 1,444 57.2 57.2 5.69 6.07 Total 2,191 57.2 5.94 Notes in reference to table 2.40 2.53 2.51 2.40 2.61 2.57 2.40 2.59 2.56 2.75 2.80 2.78 0.114 0.107 0.107 0.073 0.064 0.065 0.078 0.072 0.073 0.052 0.059 0.057 7.18 6.38 6.46 9.95 9.13 9.29 9.64 8.58 8.76 8.37 8.05 8.16 19 100 119 120 489 609 138 590 728 58.4 59.2 5.79 5.83 59.1 5.82 56.0 56.6 6.81 6.85 56.5 6.85 56.3 57.1 6.67 6.68 56.9 6.68 755 1,418 57.3 57.1 5.68 6.12 2,173 57.2 5.97 2.70 2.51 2.54 2.51 2.73 2.69 2.53 2.69 2.66 2.74 2.87 2.82 0.127 0.111 0.113 0.077 0.062 0.065 0.084 0.070 0.073 0.055 0.059 0.058 7.29 6.23 6.40 10.15 8.87 9.12 9.76 8.42 8.67 8.29 7.90 8.03 • The diluted mining models used to report the 2017 Ore Reserves are based on Christmas Creek Mineral Resource model completed in 2016, Firetail Mineral Resource model revised in 2014, Cloudbreak Mineral Resource model completed in 2016 and Kings Mineral Resource model released in 2017. Diluted mining models are validated by reconciliation against historical production. • Proved Ore Reserves are inclusive of ore stockpiles at the mines totalling approximately 20.8mt on dry product basis. • The Chichester Ore Reserve is inclusive of the Cloudbreak, Christmas Creek and Kutayi Bedded Iron Deposits. Selected Christmas Creek Ore Reserves will be directed to the Cloudbreak OPF to optimise upgrade performance and balance Cloudbreak and Christmas Creek OPF lives. • Ore Reserve in-situ Fe cut-off grades are an outcome of scheduling and vary by ore type and deposit through time. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 31 Ore reserves and mineral resources report Ore Reserves – Magnetite The 2017 Ore Reserves for Magnetite are from the Iron Bridge project. Ore Reserves for the project total 705mt at an average mass recovery of 27.2 per cent for a 67 per cent Fe grade product. The Magnetite Ore Reserve is quoted as at 30 June 2017. Ore Reserves are quoted on a dry in-situ tonnes basis prior to processing. All Magnetite Ore Reserves are classified as Probable Ore Reserves. These have been estimated from Indicated plus Measured Mineral Resources from within the North Star mining study pit. Additional Indicated Mineral Resources from outside the study pit (including the Eastern Limb, Glacier Valley and West Star deposits) have not been included in these Ore Reserves. No Company sales or production have occurred for Magnetite as at 30 June 2017. Price forecasting has been based on a dry tonnage basis. When shipping occurs production will be quoted in wet tonnes. The typical free moisture content of shipped products is nine per cent. The Magnetite Ore Reserves have been estimated by independent consultants (Golder Associates) using detailed information on mining parameters, geotechnical studies, metallurgical processing, and financial analysis taken from the Iron Bridge feasibility study. Magnetite Ore Reserves – as at 30 June 2017 June 2017 June 2016 In-Situ Tonnes (mt) DTR mass recovery % Product iron Fe % Product Silica SiO2 % Product Alumina Al2O3 % In-Situ Tonnes (mt) DTR mass recovery % Product iron Fe % Product Silica SiO2 % Product Alumina Al2O3 % North Star (60.72% Fortescue) - Eastern Limb currently not assessed Proved Probable Total - 705 705 - 27.2 27.2 - 67.2 67.2 - 5.52 5.52 - 0.25 0.25 - 705 705 - 27.2 27.2 - 67.2 67.2 - 5.52 5.52 - 0.25 0.25 Glacier Valley (60.72% Fortescue) Proved Probable Total - - - - - - West Star (60.72% Fortescue) Proved Probable Total - - - - - - Total Magnetite Ore Reserves - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Proved Probable Total - 705 705 - 27.2 27.2 - 67.2 67.2 - 5.52 5.52 - 0.25 0.25 - 705 705 - 27.2 27.2 - 67.2 67.2 - 5.52 5.52 - 0.25 0.25 Notes in reference to table • Magnetite Ore Reserves are a result of a mining study only upon the North Star deposit. Utilising 705mt of Measured plus Indicated Mineral Resources reported within a defined pit design. • All reporting is based on Mass Recovery expressed as a nine per cent Davis Tube Recovery (DTR) cut-off. • All Ore Reserves are reported on a dry-tonnage basis. Mineral Resources Operating Properties – Hematite Mineral Resources for the operating properties including the Chichester and Solomon hubs are stated on a dry in-situ basis. The Mineral Resources are inclusive of that portion converted to Ore Reserves, including stockpiles. As at 30 June 2017, the total Mineral Resource for the Chichester and Solomon hubs was 5,279mt at an average Fe grade of 56.0 per cent, a slight increase over that stated in the prior year. This was accompanied by a slight increase in the proportion of higher confidence Measured and Indicated Mineral Resource mineralisation from 70 per cent to 73 per cent as a result of infill drilling. The Chichester Hub Mineral Resource totalled 3,170mt at an average Fe grade of 56.2 per cent, with 80 per cent of the tonnage in the Measured and Indicated Mineral Resource categories. The total Solomon Hub Mineral Resource totalled 2,109mt at an average Fe grade of 55.5 per cent, with 62 per cent of the tonnage in the Measured and Indicated Mineral Resource categories. 32 FORTESCUE METALS GROUP LIMITED I ORE RESERVES AND MINERAL RESOURCES Ore reserves and mineral resources report Hematite Mineral Resources (Operating Properties) – as at 30 June 2017 June 2017 June 2016 In-Situ Tonnes (mt) Iron Fe % Silica SiO2 % Alumina Al2O3 % Phos P % Loss On Ignition LOI % In-Situ Tonnes (mt) Iron Fe % Silica SiO2 % Alumina Al2O3 % Phos P % Loss On Ignition LOI % Cloudbreak Measured Indicated Inferred 478 438 138 56.7 56.1 56.3 5.60 6.70 6.46 Total 1,055 56.4 6.17 Christmas Creek Measured 522 Indicated 1,088 Inferred 505 56.9 56.1 55.6 6.12 6.74 7.09 Total 2,115 56.2 6.67 Sub-total Chichester Hub Measured 1,000 Indicated 1,526 Inferred 643 56.8 56.1 55.8 5.87 6.73 6.95 Total 3,170 56.2 6.50 Firetail Measured Indicated Inferred Total 21 193 134 348 58.1 58.3 57.2 5.43 6.62 7.34 57.9 6.83 Kings and Queens Measured Indicated Inferred 196 893 671 55.0 55.2 54.9 7.81 8.00 8.22 Total 1,761 55.1 8.06 Sub-total Solomon Hub Measured 217 Indicated 1,087 Inferred 805 55.3 55.7 55.3 7.59 7.75 8.07 Total 2,109 55.5 7.86 3.45 3.46 3.53 3.46 3.12 3.67 3.74 3.55 3.28 3.61 3.69 3.52 2.93 2.78 3.36 3.01 2.92 3.37 3.60 3.41 2.92 3.27 3.56 3.34 Total Hematite Operational Mineral Resources Measured 1,218 Indicated Inferred 2,613 1,448 56.6 55.9 55.5 6.18 7.15 7.58 Total 5,279 56.0 7.04 3.21 3.47 3.62 3.45 Notes in reference to table 0.056 0.059 0.052 0.057 0.047 0.050 0.054 0.050 0.051 0.053 0.054 0.052 0.128 0.113 0.107 0.111 0.086 0.073 0.079 0.076 0.090 0.080 0.083 0.082 0.058 0.064 0.070 0.064 8.6 8.1 7.8 8.3 8.0 7.8 7.8 7.9 8.3 7.9 7.8 8.0 7.9 6.6 7.0 6.8 9.9 9.1 9.0 9.2 9.7 8.7 8.7 8.8 8.6 8.2 8.3 8.3 514 438 138 56.8 56.1 56.3 5.48 6.70 6.47 3.40 3.45 3.53 0.055 0.059 0.052 1,090 56.5 6.10 3.44 0.057 535 1,054 480 57.0 55.9 55.5 6.15 6.77 7.12 3.07 3.71 3.73 0.047 0.049 0.054 2,069 56.1 6.69 3.55 0.050 1,048 1,492 619 56.9 56.0 55.7 5.82 6.75 6.98 3.24 3.64 3.68 0.051 0.052 0.054 3,159 56.2 6.49 3.51 0.052 32 146 132 310 222 729 836 57.7 59.0 57.3 5.91 6.12 6.92 3.18 2.63 3.38 0.128 0.111 0.108 58.2 6.44 3.01 0.111 55.2 55.6 55.5 7.31 7.98 7.78 2.90 3.29 3.48 0.091 0.064 0.076 1,788 55.5 7.81 3.33 0.073 254 876 968 55.5 56.2 55.8 7.14 7.67 7.67 2.94 3.18 3.46 0.096 0.072 0.080 2,097 55.9 7.60 3.28 0.079 1,307 2,368 1,587 56.4 56.0 55.7 6.05 7.09 7.40 3.17 3.47 3.55 0.059 0.060 0.070 5,261 56.0 6.93 3.42 0.063 8.6 8.1 7.8 8.3 8.0 7.9 7.9 7.9 8.3 7.9 7.9 8.0 7.7 6.2 7.1 6.8 10.1 8.6 8.7 8.8 9.8 8.2 8.5 8.5 8.6 8.0 8.2 8.2 • Chichester Hub Mineral Resources are quoted at a cut-off of 53.5 per cent Fe and Solomon Hub Mineral Resources are quoted at a cut-off grade of 51.5 per cent Fe. • The Chichester Hub Mineral Resources now include those at Kutayi which were previously reported under Development Properties. Fortescue is yet to remodel BCI Mineral Resources. • The Measured Mineral Resource estimate includes mine stockpiles totalling approximately 22mt. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 33 Ore reserves and mineral resources report Mineral Resources Development Properties – Hematite Fortescue has announced a 1.4 billion tonnes (bt) addition to the Western Hub Mineral Resource as a result of exploration drilling, including increases to the existing Eliwana and Flying Fish deposits. This update to the development properties is reported to JORC 2012 standard as identified in the Fortescue ASX releases on 18 August 2017, 8 January 2015 and 20 May 2014 that includes the supporting technical data. The Kutayi deposit in the Greater Chichester has been transferred to the Chichester operating properties. The consequent reduction in tonnes in the Greater Chichester Mineral Resources has been partly offset by increases in the Investigator and White Knight Mineral Resources as a result of additional drilling completed in these areas. Hematite Mineral Resources (Development Properties) – as at 30 June 2017 June 2017 June 2016 In-Situ Tonnes (mt) Iron Fe % Silica SiO2 % Alumina Al2O3 % Phos P % Loss On Ignition LOI % In-Situ Tonnes (mt) Iron Fe % Silica SiO2 % Alumina Al2O3 % Phos P % Loss On Ignition LOI % Greater Chichester Measured Indicated Inferred Total - - 433 433 Greater Solomon Measured - Indicated 254 Inferred 2,404 - - - - 56.4 7.10 56.4 7.10 - 56.6 56.8 - 6.70 6.93 Total 2,658 56.8 6.91 Western Hub Measured Indicated - - - - - - - - 3.77 3.77 - 3.45 3.71 3.69 - - - - 0.058 0.058 - 0.083 0.081 0.082 - - Inferred 2,125 57.9 5.53 Total 2,125 57.9 5.53 2.93 2.93 0.094 0.094 Nyidinghu Measured Indicated 23 580 Inferred 1,860 59.6 58.1 57.2 3.56 4.52 5.00 2.21 2.95 3.36 0.139 0.148 0.147 Total 2,463 57.4 4.87 3.25 0.147 Total Development Mineral Resources Measured Indicated 23 834 Inferred 6,823 59.6 57.6 57.2 3.56 5.18 5.98 2.21 3.11 3.38 0.139 0.128 0.102 Total 7,680 57.3 5.89 3.35 0.105 Notes in reference to table - - 7.0 7.0 - 8.3 7.2 7.3 - - 7.9 7.9 8.0 8.6 8.8 8.8 8.0 8.5 7.9 7.9 - 82 409 491 - 57.9 57.0 - 6.30 6.66 57.1 6.60 - 254 2,404 - 56.6 56.8 - 6.70 6.93 2,658 56.8 6.91 - - 740 740 - - - - 59.1 5.21 59.1 5.21 23 580 1,860 59.6 58.1 57.2 3.56 4.52 5.00 - 2.99 3.61 3.51 - 3.45 3.71 3.69 - - 2.88 2.88 2.21 2.95 3.36 - 0.053 0.059 0.058 - 0.083 0.081 0.082 - - 0.091 0.091 0.139 0.148 0.147 2,463 57.4 4.87 3.25 0.147 23 916 5,416 59.6 57.6 57.3 3.56 5.28 6.01 2.21 3.09 3.47 0.139 0.121 0.104 6,353 57.4 5.90 3.41 0.107 - 6.8 6.8 6.8 - 8.3 7.2 7.3 - - 6.5 6.5 8.0 8.6 8.8 8.8 8.0 8.3 7.6 7.7 • The Greater Chichester Mineral Resource includes the Investigator, White Knight and Mount Lewin deposits. • The Greater Solomon Mineral Resource includes the Serenity, Sheila Valley, Mount MacLeod, Queens Extension, Cerberus, Stingray and Raven deposits. • The Western Hub Mineral Resource includes the Eliwana, Flying Fish, Cobra, Lora, Zorb, Farquhar, Elevation, Boolgeeda CID and Wyloo North deposits. • All Mineral Resources are quoted on an in-situ basis after applying an appropriate cut-off for each deposit. Details relating to the cut-offs were provided when each Mineral Resource was first announced. 34 FORTESCUE METALS GROUP LIMITED I ORE RESERVES AND MINERAL RESOURCES Ore reserves and mineral resources report Mineral Resources Development Properties – Magnetite Mineral Resource updates for the North Star, West Star and Glacier Valley deposits (60.72 per cent Fortescue) were completed in 2017, incorporating additional drilling, including the results of an infill reverse circulation drilling campaign across all areas. This drilling has confirmed the tonnage of higher confidence Measured and Indicated Mineral Resources at North Star, Eastern Limb and Glacier Valley, which can potentially be converted to an Ore Reserve. Mineral Resources have improved across several deposits with infill drilling resulting in an increase to Indicated and Measured Mineral Resources in the North Star, Eastern Limb and Glacier Valley deposits. Magnetite Mineral Resources – as at 30 June 2017 June 2017 June 2016 In-Situ Tonnes (mt) DTR mass recovery % In-situ iron Fe % In-situ Silica SiO2 % In-situ Alumina Al2O3 % In-Situ Tonnes (mt) DTR mass recovery % In-situ iron Fe % In-situ Silica SiO2 % In-situ Alumina Al2O3 % North Star + Eastern Limb (60.72% Fortescue) Measured Indicated 77 989 Inferred 3,231 28.6 27.8 24.1 32.4 31.1 29.6 39.44 40.48 41.80 1.91 2.28 2.88 76 936 2,651 28.7 26.8 24.7 32.4 31.1 30.5 39.42 40.50 41.23 1.90 2.29 2.62 Total 4,297 25.1 30.0 41.46 2.73 3,664 25.3 30.7 41.01 2.52 Glacier Valley (60.72% Fortescue) Measured - Indicated 477 Inferred 2,844 - 24.1 20.5 Total 3,321 21.1 West Star (60.72% Fortescue) Measured Indicated Inferred Total - - 274 274 - - 23.5 23.5 Total Magnetite Mineral Resources Measured 77 Indicated Inferred 1,466 6,350 28.6 26.6 22.5 - 32.4 30.7 30.9 - - 28.3 28.3 32.4 31.5 30.0 - 39.33 40.69 - 1.74 2.19 - 350 2,434 - 25.1 22.2 40.50 2.13 2,784 22.5 - - - - 43.43 43.43 3.43 3.43 - - 258 258 39.44 40.11 41.38 1.91 2.11 2.60 76 1,286 5,344 - - 23.5 23.5 28.7 26.4 23.5 - 32.8 32.4 32.5 - - 29.0 29.0 32.4 31.6 31.3 - 39.01 39.06 39.06 - - - 1.66 1.76 1.74 - - 42.90 42.90 3.20 3.20 39.42 40.10 40.32 1.90 2.12 2.26 Total 7,892 23.3 30.3 41.12 2.50 6,706 24.1 31.4 40.27 2.22 Notes in reference to table • Magnetite Mineral Resource estimates, including the North Star, Eastern Limb, Glacier Valley and West Star deposits, are reported according to JORC 2012 standards. • All reporting is based on Mass Recovery expressed as a nine per cent Davis Tube Recovery (DTR) cut-off. • All Mineral Resources are reported on a dry-tonnage basis. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 35 Ore reserves and mineral resources report Competent Persons Statement The detail in this report that relates to Hematite Mineral Resources is based on information compiled by Mr Stuart Robinson, Mr Nicholas Nitschke, Ms Erin Retz and Mr David Frost-Barnes; full-time employees of Fortescue. Each provided technical input for Mineral Resource estimations. The detail in this report that relates to Magnetite Mineral Resources is based on information complied by Mr Lynn Widenbar, an independent consultant for Widenbar and Associates. Mr Widenbar provided technical input for Mineral Resource estimations. Estimated Ore Reserves for the Chichester and Solomon Hubs for fiscal year 2017 were compiled by Mr Martin Slavik, Mr Oliver Wang and Mr Chris Fowers; full-time employees of Fortescue. Estimated Magnetite Ore Reserves for the Iron Bridge project for fiscal year 2017 were compiled by Mr Glenn Turnbull, an independent consultant for Golder Associates. Mr Robinson is a Fellow of, and Mr Nitschke, Ms Retz, Mr Slavik, Mr Wang, Mr Fowers, Mr Widenbar and Mr Turnbull are Members of the Australasian Institute of Mining and Metallurgy. Mr Frost-Barnes is a Member of the Institute of Materials, Minerals and Mining. Mr Robinson, Mr Nitschke, Ms Retz, Mr Frost-Barnes, Mr Slavik, Mr Wang, Mr Fowers, Mr Widenbar and Mr Turnbull have sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Robinson, Mr Nitschke, Ms Retz, Mr Frost-Barnes, Mr Slavik, Mr Wang, Mr Fowers, Mr Widenbar and Mr Turnbull consent to the inclusion in this report of the matters based on this information in the form and context in which it appears. n lom o o S 2.2bt Ore Reserves Hub r C h ic heste Hematite Ore Reserves total 2.2 billion tonnes at an average grade of 57.2% Fe 36 FORTESCUE METALS GROUP LIMITED I ORE RESERVES AND MINERAL RESOURCES Ore reserves and mineral resources tenements Western Australia Tenure Holder: Chichester Metals Pty Ltd Status: Granted Holder: Chichester Metals Pty Ltd Status: Application FMG mineral rights status: 100% all mineral rights FMG mineral rights status: 100% all mineral rights E45/2497 E45/2498 E45/2499 E45/2593 E45/2651 M45/1258 E45/2652 E46/566 E46/467 E46/516 E46/518 E46/519 E46/595 E46/567 E46/568 E46/569 E46/590 E46/612 E46/600 E46/601 E46/610 E46/611 E47/1320 E46/623 E46/664 E46/666 E46/675 M45/1082 E47/1387 E47/1388 E47/1434 E47/2177 M45/1086 M45/1083 M45/1084 M45/1089 M45/1085 M45/1091 M45/1087 M45/1088 M45/1094 Holder: Chichester Metals Pty Ltd Status: Application FMG mineral rights status: N/A L47/653 L47/657 L47/659 Holder: FMG Magnetite Pty Ltd Status: Granted M45/1090 M45/1103 M45/1092 M45/1093 M45/1106 FMG mineral rights status: 100% all mineral rights (Note: 1) M45/1102 M45/1124 M45/1104 M45/1105 M45/1127 E 45/2510 E 45/2535 M 45/1226 M45/1107 M45/1138 M45/1125 M45/1126 M45/1141 M45/1128 M46/316 M45/1139 M45/1140 M46/314 M45/1142 M46/321 M46/292 M46/293 M46/319 M46/315 M46/326 M46/317 M46/318 M46/324 M46/320 M46/331 M46/322 M46/323 M46/329 M46/325 M46/336 M46/327 M46/328 M46/334 M46/330 M46/341 M46/332 M46/333 M46/339 M46/335 M46/346 M46/337 M46/338 M46/344 M46/340 M46/351 M46/342 M46/343 M46/349 Holder: FMG Magnetite Pty Ltd Status: Granted FMG mineral rights status: N/A (Note: 1) L 45/257 L 45/293 L 45/294 L 45/317 L 45/318 L45/319 L 45/331 Holder: FMG Magnetite Pty Ltd FMG mineral rights status: N/A (Note: 1) Status: Application M46/345 M46/356 M46/347 M46/348 M46/354 L 45/320 M46/350 M46/404 M46/352 M46/353 M46/402 M46/355 M46/409 M46/357 M46/401 M46/407 M46/403 M46/414 M46/405 M46/406 M46/412 M46/408 M46/419 M46/410 M46/411 M46/417 M46/413 M46/424 M46/415 M46/416 M46/422 M46/418 M46/454 M46/420 M46/421 M46/451 M46/423 M47/1461 M46/449 M46/450 M46/452 M46/453 Holder: Chichester Metals Pty Ltd Status: Granted FMG mineral rights status: 100% iron ore rights E 46/413 Holder: Chichester Metals Pty Ltd Status: Granted FMG mineral rights status: N/A G46/7 L45/152 L46/36 L46/100 L46/111 L46/112 L46/35 L46/46 L46/52 L46/66 L46/47 L46/99 L46/48 L46/57 L46/37 L46/49 L46/62 L46/40 L46/51 L46/64 Holder: FMG Magnetite Pty Ltd and Formosa Steel IB Pty Ltd Status: Granted FMG mineral rights status: 69% all mineral rights (Note: 1 and 2) E 45/4606 Holder: FMG Magnetite Pty Ltd and Formosa Steel IB Pty Ltd Status: Granted FMG mineral rights status: N/A (Note: 1 and 2) L 45/359 L 45/366 L 45/367 Holder: FMG Magnetite Pty Ltd and Formosa Steel IB Pty Ltd Status: Application FMG mineral rights status: N/A (Note: 1 and 2) L 45/397 Holder: FMG North Pilbara Pty Ltd Status: Granted FMG mineral rights status: 100% all mineral rights (Note: 1) L47/193 L46/53 L47/198 L47/654 L47/655 E 45/3084 M 45/1244 P 45/3010 L47/656 L47/197 L47/658 L47/660 L47/693 L47/710 L47/711 L47/778 Holder: Pilbara Water & Power Pty Ltd Status: Granted FMG mineral rights status: N/A (Note: 1) L 45/272 L 45/289 L 45/291 L 45/292 L 45/325 L 45/360 L 45/361 L 45/364 L 45/389 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 37 Ore reserves and mineral resources tenements Western Australia Tenure continued Holder: FMG Nullagine Pty Ltd Status: Granted Holder: FMG Nullagine Pty Ltd Status: Granted FMG mineral rights status: 100% iron ore rights FMG mineral rights status: N/A E45/2717 E46/522 E46/523 E46/651 E46/652 E46/655 E46/663 E46/928 E46/969 M46/515 M46/522 M46/523 G46/9 L46/80 L46/93 L46/114 L46/118 L46/119 L46/74 L46/82 L46/95 L46/83 L46/84 L46/85 Holder: FMG Pilbara Pty Ltd Status: Granted FMG mineral rights status: 100% all mineral rights E08/1393 E08/1440 E08/1878 E08/2003 E08/2072 E47/3094 E47/3126 E47/3150 E47/3153 E47/3161 E08/2137 E08/2200 E08/2398 E08/2594 E08/2652 E47/3162 E47/3163 E47/3194 E47/3205 E47/3207 E08/2653 E08/2662 E08/2721 E08/2778 E08/2792 E47/3211 E47/3218 E47/3220 E47/3222 E47/3225 E08/2827 E08/2932 E45/2870 E45/3191 E45/3414 E47/3226 E47/3227 E47/3245 E47/3252 E47/3264 E45/3473 E45/3438 E45/3545 E45/3641 E45/3659 E47/3270 E47/3280 E47/3291 E47/3292 E47/3296 E45/3697 E45/3698 E45/3760 E45/3816 E45/3705 E47/3311 E47/3313 E47/3315 E47/3318 E47/3321 E45/4148 E45/4227 E45/4265 E45/4356 E45/4450 E47/3334 E47/3335 E47/3347 E47/3350 E47/3379 E45/4451 E45/4466 E45/4498 E45/4525 E45/4526 E47/3380 E47/3381 E47/3397 E47/3402 E47/3403 E45/4529 E45/4530 E45/4531 E45/4532 E45/4528 E47/3404 E47/3405 E47/3406 E47/3438 E47/3444 E45/4549 E45/4578 E45/4664 E45/4725 E45/4728 E47/3448 E47/3451 E47/3454 E47/3455 E47/3464 E46/517 E46/621 E46/699 E46/701 E46/706 E47/3498 E47/3499 E47/3500 E47/3501 E47/3505 E46/711 E46/741 E46/743 E46/776 E46/799 E47/3506 E47/3512 E47/3513 E47/3517 E47/3561 E46/859 E46/861 E46/862 E46/965 E46/967 E47/3562 E47/3563 E52/1763 E52/1779 E52/1788 E46/980 E46/986 E46/989 E46/1000 E46/1009 E52/1789 E52/1790 E52/1937 E52/2034 E52/2035 E46/1034 E46/1045 E46/1055 E46/1071 E46/1074 E52/2114 E52/2311 E52/2521 E52/2522 E52/2555 E46/1076 E46/1077 E46/1079 E46/1080 E46/1085 E52/2594 E52/2620 E52/2637 E52/2745 E52/2748 E46/1120 E46/1128 E46/1142 E46/1146 E46/1152 E52/2928 E52/2933 E52/3060 E52/3097 E52/3107 E46/1155 E47/1011 E47/1016 E47/1136 E47/1154 E52/3134 E52/3135 E52/3160 E52/3184 E52/3204 E47/1155 E47/1194 E47/1195 E47/1196 E47/1299 E52/3208 E52/3209 E52/3210 E52/3211 E52/3213 E47/1300 E47/1301 E47/1302 E47/1306 E47/1319 E52/3233 E52/3247 E52/3261 E52/3294 E52/3343 E47/1342 E47/1349 E47/1351 E47/1355 E47/1357 E52/3369 E52/3370 E52/3371 E52/3372 E52/3373 E47/1370 E47/1373 E47/1383 E47/1384 E47/1390 E52/3396 E52/3441 E52/3471 M08/502 M45/1177 E47/1391 E47/1392 E47/1393 E47/1395 E47/1396 M47/1407 M47/1408 M47/1409 M47/1410 M47/1411 E47/1397 E47/1404 E47/1419 E47/1420 E47/1423 M47/1413 M47/1417 M47/1431 M47/1433 M47/1434 E47/1433 E47/1435 E47/1446 E47/1447 E47/1448 M47/1453 M47/1466 M47/1473 M47/1474 M47/1475 E47/1449 E47/1453 E47/1455 E47/1461 E47/1500 M47/1488 M47/1489 M47/1490 M47/1492 M47/1508 E47/1532 E47/1533 E47/1543 E47/1578 E47/1579 M47/1509 P08/531 P08/532 P45/2862 P45/2863 E47/1614 E47/1623 E47/1650 E47/1675 E47/1681 P45/2864 P45/2865 P45/2932 P47/1257 P47/1269 E47/1684 E47/1690 E47/1702 E47/1703 E47/1728 P47/1278 P47/1279 P47/1286 P47/1287 P47/1304 E47/1741 E47/1761 E47/1762 E47/1763 E47/1764 P47/1305 P47/1306 P47/1309 P47/1397 P47/1407 E47/1772 E47/1809 E47/1818 E47/1821 E47/1832 P47/1408 P47/1409 P47/1410 P47/1411 P47/1412 E47/1846 E47/1861 E47/1920 E47/1921 E47/1927 P47/1423 P47/1427 P47/1469 P47/1470 P47/1545 E47/1944 E47/1988 E47/2037 E47/2085 E47/2119 P47/1554 P47/1609 P47/1633 P47/1642 P47/1643 E47/2146 E47/2160 E47/2171 E47/2172 E47/2173 P47/1649 P47/1650 P47/1663 P47/1664 P47/1665 E47/2239 E47/2240 E47/2285 E47/2292 E47/2331 P47/1666 P47/1667 P47/1668 P47/1669 P47/1670 E47/2333 E47/2378 E47/2465 E47/2496 E47/2538 P47/1671 P47/1672 P47/1673 P47/1674 P47/1675 E47/2664 E47/2665 E47/2666 E47/2675 E47/2729 P47/1722 P47/1735 P47/1736 P47/1768 P47/1771 E47/2739 E47/2879 E47/2914 E47/2918 E47/2919 P47/1775 P47/1776 P47/1777 P47/1774 P52/1485 E47/2920 E47/2921 E47/2922 E47/2985 E47/2986 P52/1523 P52/1524 P52/1525 E47/3001 E47/3004 E47/3013 E47/3014 E47/3081 38 FORTESCUE METALS GROUP LIMITED I ORE RESERVES AND MINERAL RESOURCES Ore reserves and mineral resources tenements Western Australia Tenure continued Holder: FMG Pilbara Pty Ltd Status: Granted Holder: FMG Resources Pty Ltd Status: Granted FMG mineral rights status: 100% iron ore rights, 34.81% non-iron (Note 3) E 08/1915 E 08/2000 E 08/2065 E 08/2067 E 08/2114 E 47/1773 E 47/2236 E 52/2786 Holder: FMG Pilbara Pty Ltd Status: Granted FMG mineral rights status: 100% all mineral rights except diamonds E 47/1333 E 47/1334 E 47/1352 E 47/1372 E 47/1398 E 47/1399 E 47/1436 E 47/1523 E 47/1524 FMG mineral rights status: 100% all mineral rights E28/2660 E28/2661 E28/2662 E45/4021 E45/4150 E45/4349 E45/4350 E45/4576 E45/4577 E45/4737 E47/2774 E59/1360 E77/2157 E77/2158 E77/2159 E77/2262 E77/2292 Holder: FMG Resources Pty Ltd Status: Granted FMG mineral rights status: N/A (Note 4) E29/929 E29/938 E29/946 E59/1275 P29/2359 Holder: FMG Pilbara Pty Ltd Status: Granted FMG mineral rights status: N/A Holder: FMG Resources Pty Ltd Status: Application FMG mineral rights status: 100% all mineral rights G45/275 G45/285 L45/158 L45/191 L45/240 E28/2663 E28/2664 L47/232 L47/293 L47/294 L47/296 L47/301 L47/351 L47/360 L47/361 L47/362 L47/363 L47/367 L47/381 L47/382 L47/391 L47/392 L47/397 L47/471 L47/472 L47/700 L47/713 L47/752 L47/754 L47/770 L47/774 L47/777 Holder: FMG Pilbara Pty Ltd Status: Application FMG mineral rights status: 100% all mineral rights E08/2849 E08/2930 E45/4545 E45/4579 E45/4580 E45/4581 E45/4582 E45/4718 E45/4720 E45/4954 E45/4864 E46/1046 E46/1047 E46/1072 E45/4781 E46/1101 E46/1117 E46/1121 E46/1122 E46/1081 E46/1127 E46/1135 E46/1136 E46/1145 E46/1125 E47/3098 E47/3171 E47/3262 E47/3263 E46/1158 E47/3278 E47/3279 E47/3372 E47/3424 E47/3277 E47/3435 E47/3482 E47/3483 E47/3484 E47/3432 E47/3527 E47/3548 E47/3572 E47/3581 E47/3511 E47/3588 E47/3598 E47/3628 E47/3649 E47/3587 E47/3685 E47/3686 E47/3688 E47/3689 E47/3658 Holder: Pilbara Gas Pipeline Pty Ltd Status: Granted FMG mineral rights status: N/A L45/334 L45/335 L45/336 L45/339 L45/342 L45/343 L45/344 L45/345 L45/346 L45/347 L45/349 L45/352 L45/353 L47/696 L47/697 Holder: Pilbara Gas Pipeline Pty Ltd Status: Application FMG mineral rights status: N/A L45/332 L45/333 L45/337 L45/338 L45/340 L45/348 L47/695 Holder: Pilbara Iron Ore Pty Ltd Status: Granted FMG mineral rights status: 50% all mineral rights (Note 5) E47/1191 E47/1192 E47/1224 E47/1225 E47/1235 E47/1380 M47/580 P47/1816 Holder: Pilbara Iron Ore Pty Ltd Status: Application E47/3739 E47/3740 E47/3741 E52/3482 E47/3690 FMG mineral rights status: N/A (Note 5) M47/1457 M47/1458 M47/1459 M47/1476 M47/1456 L 47/205 M47/1478 M47/1481 M47/1493 M47/1497 M47/1477 M47/1511 M47/1513 M47/1518 M47/1519 M47/1510 M47/1522 M47/1523 M47/1524 M47/1525 M47/1520 M47/1530 M47/1531 M47/1526 P47/1772 R47/14 Holder: FMG Pilbara Pty Ltd Status: Application FMG mineral rights status: N/A L47/714 L47/716 L47/790 L47/802 Holder: The Pilbara Infrastructure Pty Ltd Status: Granted FMG mineral rights status: N/A AL 70/1 (L 1SA) G45/286 L45/199 L46/96 Holder: The Pilbara Infrastructure Pty Ltd Status: Application FMG mineral rights status: N/A L47/758 L47/759 L47/760 L47/761 L47/794 L47/795 L47/796 L47/797 L47/798 L47/799 L47/800 L47/801 L47/803 L47/804 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 39 Ore reserves and mineral resources tenements Third Party Tenure Holder: Ammon, Derek Status: Granted FMG mineral rights status: 40% all mineral rights (Note 6) E47/1140 Holder: Ammon, Derek Status: Application FMG mineral rights status: 40% all mineral rights (Note 6) M47/583 Holder: Archipelago Nominees Pty Ltd Status: Granted FMG mineral rights status: 100% all mineral rights except rock products M 45/1229 Holder: Cullen Exploration Pty Ltd Status: Granted FMG mineral rights status: Beneficial right to earn 51% iron ore rights E52/1667 Holder: Ryan, David Status: Granted FMG mineral rights status: 100% all mineral rights except tiger eye P 47/1275 Holder: Ryan, David Status: Application FMG mineral rights status: 100% all mineral rights except tiger eye M47/1502 Holder: Williamson, Richard Status: Granted FMG mineral rights status: 100% all mineral rights except tiger eye P 47/1695 Holder: Wodgina Lithium Pty Ltd Status: Granted FMG mineral rights status: 100% iron ore rights E 45/4024 E 45/4025 South Australian Tenure Holder: FMG Resources Pty Ltd Status: Granted Holder: FMG Resources Pty Ltd Status: Application FMG mineral rights status: 100% all mineral rights FMG mineral rights status: 100% all mineral rights EL5023 EL5024 EL5025 EL5026 EL5028 ELA 2017/00089 ELA 2017/00120 ELA 2017/00132 EL5030 EL5031 EL5237 EL5338 EL5451 ELA 2017/00134 ELA 2017/00137 ELA 2017/00140 EL5467 EL5748 EL5750 EL5782 EL5825 ELA 2017/00141 ELA 2017/00142 ELA 2017/00143 EL5854 EL5884 EL5912 EL5967 EL5968 20 GRANTED TENEMENTS Total area 6,177km2 40 FORTESCUE METALS GROUP LIMITED I ORE RESERVES AND MINERAL RESOURCES Ore reserves and mineral resources tenements New South Wales Tenure Holder: Blue Jacket Mining Pty Ltd Holder: Gum Ridge Mining Pty Ltd Status: Granted Status: Granted FMG mineral rights status: Earning 51% metallic mineral rights (Note 8) FMG mineral rights status: Earning 51% metallic mineral rights (Note 7) EL6315 EL6249 EL6562 Holder: Columbine Resources Pty Ltd Status: Granted Holder: Imperial Gold 2 Pty Ltd Status: Granted FMG mineral rights status: Earning 51% metallic mineral rights (Note 8) FMG mineral rights status: Earning 51% metallic mineral rights (Note 8) EL6378 EL7207 Holder: Gold and Copper Resources Pty Ltd Status: Granted FMG mineral rights status: Earning 51% metallic mineral rights (Note 7) Holder: Lucknow Gold Limited Status: Granted FMG mineral rights status: Earning 51% metallic mineral rights (Note 7) EL6040 EL6588 EL7194 EL7599 EL8330 EL6455 (partial) EL8331 EL8332 Holder: Gold and Copper Resources Pty Ltd Status: Granted Holder: Sams Reef Mining Pty Ltd Status: Granted FMG mineral rights status: Earning 51% metallic mineral rights (Note 8) FMG mineral rights status: Earning 51% metallic mineral rights (Note 7) EL6268 EL6377 EL6466 EL7130 EL8265 EL8408 EL8409 EL8410 EL8411 EL8412 EL8413 Holder: Tom’s Waterhole Pty Ltd EL8423 EL8425 EL8488 EL8445 Status: Granted FMG mineral rights status: Earning 51% metallic mineral rights (Note 7) EL6456 Holder: Gosling Creek Pty Ltd Status: Granted FMG mineral rights status: Earning 51% metallic mineral rights (Note 7) EL6481 Notes 1. FMG Magnetite Pty Ltd, FMG North Pilbara Pty Ltd and Pilbara Water and Power Pty Ltd are subsidiaries of FMG Iron Bridge Limited which is owned 88 per cent by Fortescue Metals Group Ltd and 12 per cent by Baosteel Resources International Co. Ltd, a subsidiary of China’s Baowu Group. 2. Joint Venture with FMG Magnetite Pty Ltd and Formosa Steel IB Pty Ltd. Formosa holds 31 per cent interest in title. 3. Joint Venture with Northern Star Resources Ltd. Northern Star Resources hold 63.24 per cent beneficial interest in non-iron mineral rights. 4. Subject to Sale Agreement. 5. Unincorporated Joint Venture between Fortescue Metals Limited and Consolidated Minerals Limited. 6. Title has been contested and is currently being litigated. 7. Joint Venture with FMG Resources Pty Ltd and Gold and Copper Resources Pty Ltd, Gosling Creek Pty Ld, Gum Ridge Mining Pty Ltd, Lucknow Gold Limited, Tom’s Waterhole Pty Ltd. FMG are farming in to earn up to an 51per cent interest in the metallic mineral rights. 8. Joint Venture with FMG Resources Pty Ltd and Gold and Copper Resources Pty Ltd, Blue Jacket Mining Pty Ltd, Columbine Resources Pty Ltd, Sams Reef Mining Pty Ltd, Imperial Gold 2 Pty Ltd. FMG Resources Pty Ltd are farming in to earn up to an 51 per cent interest in the metallic mineral rights. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 41 Ore reserves and mineral resources tenements Ecuador Santa Ana 100000149 10a 2a 7a 7b 7c 7d 7e 7f 7g 7h 7i 7j 7k 7l 7m 50000640 100000211 70000247 70000240 70000241 70000248 70000243 70000245 70000242 70000244 70000246 10000324 20000218 10000325 10000326 8a 8b 8c 8d 8e 8f 8g 8h 8i 8j2 8k 8l 8m 8n 8o 8p 50000628 90000344 90000345 90000346 50000629 50000630 50000631 50000632 50000633 50000636 50000634 50000635 50000639 50000637 50000638 50000641 32 concessions covering over 1,300km2 42 FORTESCUE METALS GROUP LIMITED I ORE RESERVES AND MINERAL RESOURCES CORPORATE SOCIAL RESPONSIBILITY FY17 Strategy FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 43 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 43 Corporate social responsibilty highlights TOTAL RECORDABLE INJURY FREQUENCY RATE FOR FY17 2.9 FY16 - 4.3 FEMALE EMPLOYMENT 17.3% FY16 - 15% ABORIGINAL WORKFORCE 15.8% FY16 - 14% FIRST ALL-FEMALE CLASS OF FORTESCUE VTEC GRADUATES CONTRACTS AWARDED TO ABORIGINAL COMPANIES AND JVs GREENHOUSE GAS EMISSIONS INTESITY REDUCED BY BILLION A$1.95 FY16 - A$1.8 BILLION % 8 FROM FY15 EMPLOYEES RETURNED FROM PARENTAL LEAVE 96 % PREVIOUS 12 MONTHS: 85% TOTAL PROCUREMENT SPEND IN AUSTRALIA 98.5 % FY16 - 98.49% 44 FORTESCUE METALS GROUP LIMITED I CORPORATE SOCIAL RESPONSIBILITY Fortescue’s approach Creating shared value Since its formation in 2003, Fortescue has demonstrated a strong commitment to ensuring communities benefit from its growth and development. It recognises that in order to achieve its vision of being the safest, lowest cost, most profitable iron ore producer, Corporate Social Responsibility (CSR) must be embedded within all aspects of its business. Empowerment is at the heart of Fortescue’s approach to CSR – as is an absolute determination to practical outcomes. It is about Fortescue’s ability to empower individuals within its Company and communities to be their best; to find innovative solutions to the most complex business and societal challenges and to find ways to improve the business bottom line while delivering positive change. CSR is Fortescue’s commitment to behave ethically, to create value for the Company’s stakeholders, to protect the environment and to empower and partner with communities to build capability and capacity. people in the Pilbara, promoting diversity in the workplace and addressing environmental challenges such as climate change are important elements of the Company’s CSR strategy. Compliance with all relevant legalisation and obligations including those that govern health, safety and environmental obligations is the absolute minimum standard to which the Company adheres. Fortescue’s values form the foundation of the Company’s approach to CSR. These values set the ethical and moral compass by which business is undertaken. Fortescue’s Code of Conduct establishes the essential standards of personal and corporate conduct and behaviour. This strong base supports the Company’s Commitments and Principles and leads into the development and implementation of policies, opportunities and objectives, ultimately informing the application of specific business unit targets, processes and plans. Fortescue’s commitment to delivering positive social change by contributing to ending disadvantage amongst Aboriginal Fortescue’s commitment to CSR starts with the CEO and is supported by the Board and executive team. Targets Opportunities and Objectives Fortescue’s Policies Voluntary Commitments and Principles Code of Conduct Vision and Values FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 45 Corporate social responsibility CORPORATE SOCIAL RESPONSIBILITY Setting high standards By championing safety, preserving Aboriginal heritage, embracing diversity and demonstrating integrity Creating positive social change By building local communities, empowering Aboriginal people and eradicating modern slavery in Fortescue’s supply chain Safeguarding the environment By protecting biodiversity, managing water resources, reducing Greenhouse Gas emissions and waste CSR strategy Through its updated CSR Strategy, Fortescue aims to further enhance the highly developed sustainability and community initiatives already in place. The document also outlines its commitments, objectives and targets in a central location. The strategy continues Fortescue’s approach of setting stretch targets and holding itself and others to account to deliver tangible, durable results. The process included a review of existing CSR activities against international reporting standards, peer review and consideration of known internal and external stakeholder interests and materiality. The strategy was also informed by the United Nations Global Impact and the International Council of Mining and Metals Principles. Updating the CSR strategy brought together expertise and experience from across the business. Following a thorough consultation and review process, the views of stakeholders have been used to form the basis of Company-wide objectives and relevant indicators. Fortescue will maximise the resources and energy of its business to deliver positive outcomes in the three core areas highlighted above. The full Corporate Social Responsibility Report is available at www.fmgl.com.au. 46 FORTESCUE METALS GROUP LIMITED I CORPORATE SOCIAL RESPONSIBILITY GOVERNANCE FY17 Review FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 47 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 47 Governance Overview Effective corporate governance is a critical element contributing to the longer term success of Fortescue. The Board and all levels of management are fully committed to maintaining and enhancing corporate governance so that it continues to contribute to Fortescue’s vision to be the safest, lowest cost, most profitable iron ore producer. Fortescue supports the intent of the ASX Corporate Governance Council Principles and Recommendations 3rd Edition (Principles and Recommendations) and meets the specific requirements of the Principles and Recommendations, unless disclosed otherwise. The cornerstone principles of corporate governance at Fortescue are: Corporate accountability: Ensuring that there is clarity of decision making within the Company, with processes in place to ensure that the right people have authorised approval to make effective and efficient decisions, with appropriate consequences delivered for failures to follow those processes. Transparency: Being clear and unambiguous about the Company’s structure, operations and performance, both externally and internally, and maintaining a genuine dialogue with, and providing insight to, stakeholders and the market generally. Stewardship: Developing and maintaining a Company-wide recognition that Fortescue is managed for the benefit of its shareholders, taking account of the interests of other stakeholders. Integrity: Developing and maintaining a corporate culture committed to ethical behaviour and compliance with the law. The full Corporate Governance Statement is available at www.fmgl.com.au. Fortescue’s governance framework Corporate culture and values Board of Directors Board sub-committees Audit and Risk Management Committee Remuneration and Nomination Committee Finance Committee s e r u d e c o r p d n a s e i c i l o P Delegation of Authority Chief Executive Officer Executive and Line management F r a m e w o r k R i s k M a n a g e m e n t Independent Assurance Functions 48 FORTESCUE METALS GROUP LIMITED I GOVERNANCE FINANCIAL REPORT FY17 Performance FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 49 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 49 Directors’ report At 30 June 2017 Your Directors present their report on the Fortescue consolidated group, comprising the Company and its controlled entities, for the year ended 30 June 2017. Directors The Directors of the Company in office during the year and until the date of this report, their qualifications, experience and directorships held in listed companies at any time during the last three years, are set out on pages 10 to 12. The Directors’ meetings, including meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2017 and the number of meetings attended by each Director are shown in section 2.3 of the Corporate Governance Statement1. The relevant interests of each Director in the shares and performance rights issued by the Company as notified by the Directors to the Australian Securities Exchange in accordance with section 5205G(1) of the Corporations Act 2001, at the date of this report are as follows: Director A Forrest M Barnaba N Power E Gaines J Baderschneider C Huiquan S Warburton P Bingham-Hall J Morris Ordinary shares Performance rights 1,038,800,000 20,000 2,951,238 50,000 138,000 - 50,750 35,000 - - - 3,424,686 - - - - - - The remuneration of Directors and Key Management Personnel are detailed in the Remuneration Report on pages 101 to 132. 1 Corporate Governance Statement is available on Fortescue’s website at www.fmgl.com.au 50 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Directors’ report At 30 June 2017 Operating and financial review Fortescue’s principal activities during the year were exploration, development, production, processing and sale of iron ore. There were no significant changes to the nature of the Group’s principal activities during FY17. The overview of Fortescue’s operations, including a discussion of strategic priorities and outlook, key aspects of operating and financial performance and key business risks are contained in the following sections of the Annual Report: Overview on pages 3 to 14, Operating and Financial Review on pages 15 to 28 and Corporate Governance Statement1 section 5 Risk Management. Dividends Net profit after tax Interim dividend Final dividend Total dividend US$m A$ cents per share A$ cents per share A$ cents per share 2017 2,093 20 25 45 2016 985 3 12 15 The following dividend payments were made during the year: • Final fully franked dividend for the year ended 30 June 2016 of A$0.12 per share, paid in October 2016 • Interim fully franked dividend for the year ended 30 June 2017 of A$0.20 per share, paid in April 2017. Environmental regulation and compliance Fortescue is committed to minimising the environmental impacts of its operations, with an appropriate focus placed on continuous monitoring of environmental matters and compliance with environmental regulations. The details of Fortescue’s environmental performance including compliance with the relevant environmental legislation are presented in Fortescue’s Corporate Social Responsibility Report2 . Greenhouse Gas Emissions and energy Fortescue complies with the Australian Government’s National Greenhouse and Energy Reporting Act 2007 (Cth) and recognises its responsibility to actively improve energy use and minimise greenhouse gas emissions to reduce its contribution to climate change and impact on the environment. The details of Greenhouse Gas Emissions and energy strategy, compliance and reporting are presented in Fortescue’s Corporate Social Responsibility Report2. Unissued shares under performance rights Details of the performance rights outstanding at 30 June 2017 are as follows: Exercise price A$ Balance at the end of the year Number Short term performance rights 2016 Short term performance rights 2017 Long term performance rights 2015 Long term performance rights 2016 Long term performance rights 2017 - - - - - 1,376,649 1,719,915 2,643,422 6,800,593 3,254,445 Vested and exercisable at the end of the year Number 1,376,649 - - - - Remaining contractual life Years 13.5 14.3 0.3 13.5 14.3 In FY17, 2,084,214 of the 2016 short term performance rights were exercised and 895,536 long term performance rights were converted to shares. 1 Corporate Governance Statement is available on Fortescue’s website at www.fmgl.com.au 2 Corporate Social Responsibility Report is available on Fortescue’s website at www.fmgl.com.au FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 51 Directors’ report At 30 June 2017 Company Secretary Future developments Alison Terry and Ian Wells are Company Secretaries of Fortescue. Details of their qualifications and experience are set out on page 12. Directors and Officers indemnities and insurance Since the end of the previous financial year, the Company has paid premiums to insure the Directors and Officers of Fortescue. The liabilities insured are legal costs that may be incurred in defending civil proceedings that may be brought against the Officers in their capacity as Officers of Fortescue, and any other payments arising from liabilities incurred by the Officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the Officers or the improper use by the Officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to Fortescue. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. Conditions of the policy also preclude disclosure to third parties of the amount paid for the policy. The Overview section set out on pages 3 to 14 and the Operating and Financial Review section set out on pages 15 to 28 of this Annual Report, provide an indication of the Group’s likely developments and expected results. In the opinion of the Directors, disclosure of any further information about these matters and the impact on Fortescue’s operations could result in unreasonable prejudice to the Group and has not been included in this report. Significant changes in state of affairs There have been no significant changes in the state of affairs of Fortescue, other than those disclosed in this report. Proceedings on behalf of the Group No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of Fortescue, or to intervene in any proceedings to which Fortescue is a party, for the purposes of taking responsibility on behalf of Fortescue for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Non-audit services Rounding of amounts The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor has relevant expertise and experience and where the auditor’s independence is not compromised. Details of the amounts paid or payable to the auditor PricewaterhouseCoopers Australia and related entities for audit and non-audit services provided during the year are set out in note 19 to the financial statements. The Board of Directors has considered the position and, in accordance with advice received from the Audit and Risk Management Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not impact the impartiality and objectivity of the auditor • None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. The auditor’s independence declaration, as required under section 307C of the Corporations Act 2001, is set out on page 53 and forms part of this report. The Company is of a kind referred to in ASIC Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that instrument to the nearest million dollars, unless otherwise stated. Events occurring after the reporting period On 20 July 2017, the Federal Court of Australia handed down its reasons for judgment in the matter of Warrie (formerly TJ) (on behalf of the Yindjibarndi People) v State of Western Australia, in which Fortescue is the second respondent. In the Company’s view, the Court’s decision has no impact on the current and future operations or mining tenure at the Solomon Hub. Fortescue has no commercial concerns and does not anticipate any material impact following the decision. On 28 July 2017, the Company executed a US$525 million revolving credit facility. On 1 August 2017, the Company announced the repurchase of the Solomon Power Station for a total of US$348 million. On 21 August 2017, the Directors declared a final dividend of 25 Australian cents per ordinary share payable in October 2017. Signed in accordance with a resolution of the Directors. Andrew Forrest AO Chairman Dated in Perth this 21st day of August 2017. 52 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Auditor’s independence declaration As lead auditor for the audit of Fortescue Metals Group Limited for the year ended 30 June 2017, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Fortescue Metals Group Limited and the entities it controlled during the period. Nick Henry Partner PricewaterhouseCoopers Perth 21 August 2017 PricewaterhouseCoopers, ABN 52 780 433 757 Brookfield Place, 125 St Georges Terrace, PERTH WA 6000, GPO Box D198, PERTH WA 6840 T: +61 8 9238 3000, F: +61 8 9238 3999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 53 Independent auditor’s report To the shareholders of Fortescue Metals Group Limited Report on the audit of the financial report Our opinion In our opinion: The accompanying financial report of Fortescue Metals Group Limited (the Company) and its controlled entities (together, the Group) is in accordance with the Corporations Act 2001, including: 1. giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its financial performance for the year then ended 2. complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The Group financial report comprises: • the consolidated statement of financial position as at 30 June 2017 • the consolidated income statement for the year then ended • the consolidated statement of comprehensive income for the year then ended • the consolidated statement of changes in equity for the year then ended • the consolidated statement of cash flows for the year then ended • the notes to the consolidated financial statements, which include a summary of significant accounting policies • the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. PricewaterhouseCoopers, ABN 52 780 433 757 Brookfield Place, 125 St Georges Terrace, PERTH WA 6000, GPO Box D198, PERTH WA 6840 T: +61 8 9238 3000, F: +61 8 9238 3999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 54 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Independent auditor’s report Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. Materiality Key audit matters Audit scope Materiality For the purpose of our audit we used overall Group materiality of US$79 million, which represents approximately 5% of the three year average profit before tax of the Group for the current and two previous years. We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole. We chose Group profit before tax because, in our view, it is the benchmark against which the performance of the Group is most commonly measured. We applied a three year average to address potential volatility in the calculation of materiality that arises from iron ore price fluctuations between years. We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds. Audit scope Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events. The primary activity of the Group is the operation of integrated iron ore mining operations and infrastructure comprising various iron ore mines in the Chichester and Hamersley ranges, a rail network and port facilities in Port Hedland. Our audit procedures were predominately performed in Perth where many of the Corporate and Group Operations functions are centralised and this was supported by visits to the mining operations at Solomon, Cloudbreak and Christmas Creek, the port and rail facilities at Port Hedland and the Iron Bridge magnetite project. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit and Risk Management Committee. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 55 Independent auditor’s report Key audit matter Revenue from iron ore sales (Refer to note 3 and 11(a)(i)) For the year ended 30 June 2017 the Group recognised revenue of US$8,335 million from the sale of iron ore. We focussed on this area as revenue from iron ore sales was the most significant balance in the consolidated income statement. Our audit approach included additional focus on two specific non-cash period end adjustments to revenue as follows: (i) Re-measurement of provisional sales How our audit addressed the key audit matter In addition to the audit procedures we performed over revenue, we addressed the two specific non-cash period end adjustments to revenue as follows: The value of revenue recognised each period is impacted by the Group’s provisional pricing arrangements where the final sales price is determined based on iron ore prices subsequent to the vessel’s arrival at the port of discharge. For a sample of sales contracts open at balance date, we inspected the sales contracts and assessed key terms of the sale including the volume of sales and duration of the provisional sales period. The Group initially recognises sales at the shipment date price and re-estimates the consideration to be received using the spot iron ore price at the end of each reporting period, with the impact of the iron ore price movements until final settlement recorded as an adjustment to operating sales revenue. ii) Deferred income For the sample of sales contracts tested, we recalculated the recorded provisional pricing adjustments to sales revenue and found them to be consistent with external commodity price data. The Group has some customers who pay in advance for the future supply of iron ore. These advance prepayments are treated as deferred income and recognised as revenue in the income statement when the associated iron ore is delivered to the customer. We checked that the sale contracts underlying the payments from customers received in advance included terms that the obligation will be settled by the future physical delivery of iron ore to determine if classification as deferred income was appropriate. Financing of ore carriers (Refer to note 9(a) and 12) During the year ended 30 June 2017, the Group entered into a new financing arrangement for the purchase cost of eight Fortescue ore carriers (ore carriers) that the Group has committed to procure to provide shipping services to its customers. The ore carriers financing arrangements attach to individual vessels and are drawn down upon delivery of each vessel. At 30 June 2017, the Group had accepted delivery of four ore carriers and had received US$234 million of finance funding. This financing transaction was a key audit matter as it was a non-routine arrangement and due to its impact on the Group’s financial position at 30 June 2017. For prepayments treated as deferred income at balance date, we obtained confirmation from the Group’s customers of the arrangement and remaining value outstanding to be settled in the future delivery of iron ore. To assess the financial transaction, we performed the following audit procedures, amongst others: • We inspected the financing agreements between the Group and the financier and assessed whether the Group’s conclusion to treat the arrangement as a finance lease was consistent with its accounting policies • We checked that the transaction costs associated with this new finance arrangement were capitalised and included within the effective interest rate applied to the finance arrangement. 56 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Independent auditor’s report Key audit matter How our audit addressed the key audit matter Carrying value of exploration and evaluation assets (Refer to note 12 and 24(b)) At 30 June 2017 the Group recognised an asset of US$813 million of exploration and evaluation expenditure. This was a key audit matter as the continued recognition as an asset requires judgement by the Group around the likelihood of recovery through future exploitation or sale of the asset. If a judgement is made by the Group that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off as an impairment expense to the income statement. The majority of the Group’s capitalised exploration and evaluation assets relate to its wholly owned Pilbara regional exploration tenements and its 69% interest in the Iron Bridge Joint Venture (IBJV) which is evaluating the Iron Bridge magnetite project (the IBJV Project). We particularly focussed on the Group’s judgement that the IBJV remains an exploration and evaluation asset which has not progressed sufficiently to be categorised as a development asset. To assess the carrying value of the Group’s exploration and evaluation assets, we performed the following audit procedures, amongst others: • We assessed whether the Group had right of tenure to its exploration and evaluation assets on a sample basis and whether ongoing exploration and/or evaluation activities exist to support the continued capitalisation of these assets under the Group’s accounting policies • We held discussions with Group management on the status of the IBJV Project, which indicated that further evaluation and optimisation work was required in advance of a development decision and such work is continuing • We visited the IBJV Project mine and Stage 1 pilot processing plant in June 2017 to observe the current state of this project. We also inspected minutes of the IBJV Committee meetings throughout the year and noted an FY18 budgeted work program was approved for further evaluation testing of the pilot plant • We found that the Group’s continued treatment of the IBJV Project as an exploration and evaluation asset was consistent with the current status of the IBJV Project and the approvals granted by the IBJV Committee. Restoration and rehabilitation obligations Refer to note 13 and 24(e)) The Group recognised provisions for restoration and rehabilitation obligations of US$559 million as at 30 June 2017. To assess the Group’s restoration and rehabilitation obligations, we performed the following audit procedures, amongst others: This was a key audit matter as the calculation of these provisions requires judgement by the Group in estimating the magnitude of possible works required for the removal of infrastructure and rehabilitation works, the future cost of performing the work, when rehabilitation activities will take place and the economic assumptions such as inflation and discount rate relevant to such liabilities. The judgement required by the Group to estimate such costs is further compounded by the fact that there has been limited restoration and rehabilitation activity by the Group or historical precedent against which to benchmark estimates of future costs. The Group reviews the restoration and rehabilitation obligations on an annual basis, using experts to provide support in its assessment where appropriate. This review incorporates consideration of the effects of any changes in regulations and the Group’s anticipated approach to restoration and rehabilitation. • We evaluated the Group’s rehabilitation and restoration cost forecasts including the process by which they were developed. We also checked the mathematical accuracy of the underlying calculations • We considered the competence and objectivity of the Group’s experts who reviewed the closure plan and associated cost estimates • We evaluated the expected timing of restoration and rehabilitation activities and found them to be consistent with the life of mine plan for each mining operation • We benchmarked key market related assumptions including inflation rates and discount rates against external market data and found them to be consistent • We assessed provision movements in the year relating to restoration and rehabilitation obligations and found them to be consistent with our understanding of the Group’s operations and associated rehabilitation plans. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 57 Independent auditor’s report Other information The directors are responsible for the other information. The other information comprises the Overview, Operating and Financial Review, Ore Reserves and Mineral Resources, Corporate Social Responsibility, Governance, Directors’ Report and Corporate Directory included in the Group’s Annual Report for the year ended 30 June 2017 but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report. 58 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Independent auditor’s report Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in pages 105 to 132 of the directors’ report for the year ended 30 June 2017. In our opinion, the remuneration report of Fortescue Metals Group Limited for the year ended 30 June 2017 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Nick Henry Partner Perth 21 August 2017 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 59 Directors’ declaration In the Directors’ opinion: (a) the financial statements and notes set out on pages 61 to 99 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (ii) giving a true and fair view of the consolidated entity’s financial position at 30 June 2017 and of its performance for the year ended on that date, and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, and (c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 20 will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of cross guarantee described in note 20. Note 1(a) confirms that the financial statements comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Andrew Forrest AO Chairman Dated in Perth this 21st day of August 2017. 60 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Consolidated income statement For the year ended 30 June 2017 Operating sales revenue Cost of sales Gross profit Other income Other expenses Profit before income tax and net finance expenses Finance income Finance expenses Profit before income tax Income tax expense Profit for the year after income tax Profit for the year after income tax is attributable to: Equity holders of the Company Non-controlling interest Profit for the year after income tax Note 3 5 4 6 7 7 14(a) 2017 US$m 8,447 (4,888) 3,559 14 (123) 3,450 19 (502) 2016 US$m 7,083 (5,064) 2,019 7 (211) 1,815 214 (675) 2,967 1,354 (874) 2,093 2,093 - 2,093 (369) 985 984 1 985 Consolidated statement of comprehensive income For the year ended 30 June 2017 Profit for the year after income tax Other comprehensive income: Other comprehensive income items Total comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax is attributable to: Equity holders of the Company Non-controlling interest Total comprehensive income for the year, net of tax 2017 US$m 2,093 - 2,093 2,093 - 2,093 2016 US$m 985 - 985 984 1 985 Earnings per share for profit attributable to the ordinary equity holders of the Company: Basic earnings per share Diluted earnings per share 8 8 67.3 67.0 31.6 31.6 Note Cents Cents The above consolidated income statement and consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 61 Consolidated statement of financial position At 30 June 2017 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Other current assets Total current assets Non-current assets Trade and other receivables Property, plant and equipment Intangible assets Other non-current assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Deferred income Borrowings and finance lease liabilities Provisions Current tax payable Total current liabilities Non-current liabilities Trade and other payables Deferred income Borrowings and finance lease liabilities Provisions Deferred joint venture contributions Deferred tax liabilities Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Retained earnings Equity attributable to equity holders of the Company Non-controlling interest Total equity Note 9(b) 10(a) 10(c) 2017 US$m 2016 US$m 1,838 1,583 141 588 38 241 554 45 2,605 2,423 10(a) 12 3 4 16,493 16,867 7 7 16,510 19,115 15 28 16,914 19,337 10(b) 10(d) 9(a) 13 14(a) 10(b) 10(d) 9(a) 13 17(c) 14(b) 9(d) 708 461 121 227 685 622 485 93 167 267 2,202 1,634 50 447 4,350 509 266 1,557 7,179 9,381 9,734 1,289 39 8,392 9,720 14 9,734 69 308 6,678 489 253 1,500 9,297 10,931 8,406 1,301 33 7,058 8,392 14 8,406 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 62 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Consolidated statement of cash flows For the year ended 30 June 2017 Cash flows from operating activities Cash receipts from customers Payments to suppliers and employees Cash generated from operations Interest received Interest paid Income tax (paid) received Note 2017 US$m 2016 US$m 8,768 (3,744) 5,024 19 (412) (375) 6,693 (3,736) 2,957 22 (599) 66 Net cash inflow from operating activities 9(c)(i) 4,256 2,446 Cash flows from investing activities Payments for property, plant and equipment - Fortescue Payments for property, plant and equipment - joint operations Contributions from joint venture partners Proceeds from disposal of plant and equipment Net cash outflow from investing activities Cash flows from financing activities Proceeds from borrowings and finance leases Repayment of borrowings and finance leases Finance costs paid Dividends paid Repayment of customer deposits Purchase of shares by employee share trust Net cash outflow from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the year 9(b) Non-cash investing and financing activities are disclosed in note 9(c)(ii). (716) (13) 12 2 (304) (56) - 2 (715) (358) 1,734 (4,187) (47) (755) - (27) - (2,695) (28) (114) (5) (21) (3,282) (2,863) 259 1,583 (4) 1,838 (775) 2,381 (23) 1,583 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 63 Consolidated statement of changes in equity For the year ended 30 June 2017 Balance at 1 July 2015 Profit for the year Total comprehensive income for the year, net of tax Transactions with owners: Purchase of shares under employee share plans Employee share awards exercised net of employee contributions Expired options and rights Equity settled share-based payment transactions Dividends paid Other Balance at 30 June 2016 Profit for the year Total comprehensive income for the year, net of tax Transactions with owners: Purchase of shares under employee share plans Employee share awards exercised net of employee contributions Equity settled share-based payment transactions Dividends paid Other Balance at 30 June 2017 Attributable to equity holders of the Company Contributed equity Reserves Retained earnings Total Non- controlling interest US$m US$m US$m US$m US$m Total equity US$m 1,294 46 6,184 7,524 13 7,537 - - (21) 28 - - - - - - - (12) (3) (3) - 5 984 984 984 984 - - 3 - (21) 16 - (3) (113) (113) - 5 1 1 - - - - - - 985 985 (21) 16 - (3) (113) 5 1,301 33 7,058 8,392 14 8,406 - - (27) 15 - - - 1,289 - - - (7) 16 - (3) 39 2,093 2,093 2,093 2,093 - - - (27) 8 16 (762) (762) 3 - - - - - - - - 2,093 2,093 (27) 8 16 (762) - 8,392 9,720 14 9,734 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 64 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements For the year ended 30 June 2017 Basis of preparation Basis of preparation 1 Financial performance Segment information 2 3 Operating sales revenue 4 Other income 5 Cost of sales 6 Other expenses 7 8 Finance income and finance expenses Earnings per share Capital management Capital management 9 9(a) Borrowings and finance lease liabilities 9(b) Cash and cash equivalents 9(c) Cash flow information 9(d) Contributed equity 9(e) Dividends 10 Working capital 10(a) Trade and other receivables 10(b) Trade and other payables 10(c) Inventories 10(d) Deferred income 11 Financial risk management Key balance sheet items 12 Property, plant and equipment 13 Provisions 66 67 67 68 68 68 69 69 70 70 72 73 73 74 74 74 75 75 75 76 79 80 Taxation 14 Taxation 14(a) Income tax expense 14(b) Deferred tax assets and liabilities 14(c) Unrecognised tax losses Unrecognised items 15 Commitments and contingencies 16 Events occurring after the reporting period Other information 17 Related party transactions 18 Share-based payments 19 Remuneration of auditors 20 Deed of cross guarantee 21 Parent entity financial information 22 Interests in other entities 23 Summary of significant accounting policies 24 Critical accounting estimates and judgements 81 81 82 83 84 84 85 86 87 87 88 89 90 99 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 65 Notes to the consolidated financial statements I Basis of preparation For the year ended 30 June 2017 1 Basis of preparation The financial statements cover the consolidated group comprising Fortescue Metals Group Limited (the Company) and its subsidiaries, together referred to as Fortescue or the Group. These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB), including Australian Interpretations, and the Corporations Act 2001. (a) Compliance with IFRS The financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. (b) Historical cost convention The financial statements have been prepared under the historical cost convention, except for certain financial instruments, which have been measured at fair value. (c) Functional and presentation currency The financial statements are presented in United States dollars, which is the Group’s reporting currency and the functional currency of the Company and the majority of its subsidiaries. (d) Critical accounting estimates The preparation of financial statements requires management to use estimates, judgements and assumptions. Application of different assumptions and estimates may have a significant impact on Fortescue’s net assets and financial results. Estimates and assumptions are reviewed on an ongoing basis and are based on the latest available information at each reporting date. Actual results may differ from the estimates. The areas involving a higher degree of judgement and complexity, or areas where assumptions are significant to the financial statements are: • Iron ore reserve estimates • Exploration and evaluation expenditure • Development expenditure • Property, plant and equipment - recoverable amount • Rehabilitation estimates. The accounting estimates and judgements applied to these areas are disclosed in note 24. (e) Changes in accounting policy - consolidated statement of cash flows Under AASB 107 Statement of Cash Flows, interest can be classified as an operating, investing or financing activity and the Group had previously disclosed interest paid as a financing activity and interest received as an investing activity. In the current period, Fortescue changed its accounting policy to disclose interest as an operating activity in the consolidated statement of cash flows to better align with the policy adopted by its industry peers. The impact of this change in policy is to reclassify US$412 million (FY16: US$599 million) of interest paid out of financing activities and US$19 million (FY16: US$22 million) of interest received out of investing activities into operating activities. (f) Rounding of amounts All amounts in the financial statements have been rounded to the nearest million dollars, except as indicated, in accordance with the ASIC Corporations Instrument 2016/191. 66 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Financial performance For the year ended 30 June 2017 2 Segment information Fortescue’s chief operating decision maker, identified as the Chief Executive Officer, reviews the Group’s financial performance and makes significant operating decisions having regard to all aspects of the integrated operation, with the key financial information presented internally for management purposes on a consolidated basis. Accordingly, no reportable operating segments have been identified in presenting the Group’s consolidated financial performance. Fortescue uses Underlying EBITDA defined as earnings before interest, tax, depreciation and amortisation, exploration, development and other expenses, as a key measure of its financial performance. The reconciliation of Underlying EBITDA to the net profit after tax is presented below. Underlying EBITDA Finance income Finance expenses Depreciation and amortisation Exploration, development and other Profit before income tax Income tax expense Profit for the year after income tax (a) Geographical information Note 2017 US$m 2016 US$m 4,744 3,195 7 7 5, 6 6 14 19 (502) (1,243) (51) 2,967 (874) 2,093 214 (675) (1,244) (136) 1,354 (369) 985 Fortescue operates predominantly in the geographical location of Australia, and this is the location of the vast majority of the Group’s assets. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Revenue from external customers China Other (b) Major customer information 2017 US$m 2016 US$m 7,995 452 8,447 6,787 296 7,083 Revenue from one customer amounted to US$3,702 million (2016: US$1,577 million), arising from the sale of iron ore and the related shipment of product. 3 Operating sales revenue Sale of iron ore Other revenue Sale of joint venture iron ore 2017 US$m 8,335 112 - 2016 US$m 6,923 136 24 8,447 7,083 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 67 Notes to the consolidated financial statements I Financial performance For the year ended 30 June 2017 4 Other income Net foreign exchange gain Other 5 Cost of sales Mining and processing costs Rail costs Port costs Operating leases Shipping costs Government royalty Depreciation and amortisation Other operating expenses 2017 US$m 2016 US$m 13 1 14 - 7 7 2017 US$m 2016 US$m 1,780 2,092 192 183 29 929 545 1,227 3 4,888 201 204 76 781 446 1,223 41 5,064 Total employee benefits expense included in cost of sales and administration expenses is US$579 million (2016: US$538 million). 6 Other expenses Administration expenses Exploration, development and other1 Depreciation and amortisation Net foreign exchange loss 2017 US$m 2016 US$m 56 51 16 - 123 52 136 21 2 211 1 During the year ended 30 June 2016, exploration, development and other expenses included an impairment provision following suspension of the Nullagine Iron Ore Joint Venture operations of US$32 million, and provisions in relation to specific assets and capital projects deferred pending market conditions of US$59 million. 68 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Financial performance For the year ended 30 June 2017 7 Finance income and finance expenses Finance income Interest income Gain on early debt redemption Finance expenses Interest expense on borrowings and finance lease liabilities Loss on early debt redemption Other 8 Earnings per share (a) Earnings per share Basic Diluted 2017 US$m 2016 US$m 19 - 19 430 59 13 502 22 192 214 621 42 12 675 2017 Cents 67.3 67.0 2016 Cents 31.6 31.6 (b) Reconciliation of earnings used in calculating earnings per share US$m US$m Profit attributable to the ordinary equity holders of the Company used in calculating basic and diluted earnings per share 2,093 984 (c) Weighted average number of shares used as the denominator Number Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Potential ordinary shares Weighted average number of ordinary and potential ordinary shares used as the denominator in calculating diluted earnings per share (d) Information on the classification of securities 3,111,190,703 3,111,801,515 11,112,712 5,569,334 3,122,303,415 3,117,370,849 Performance rights granted to employees under the Fortescue incentive plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. Details relating to the performance rights are set out in note 18. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 69 Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 9 Capital management Fortescue’s capital management policy supports its strategic objectives and provides a framework to maintain a strong capital structure to deliver consistent returns to its shareholders and sustain future developments and expansion of the business. Fortescue’s capital includes shareholders’ equity, reserves and net debt. Net debt is defined as a combination of cash and cash equivalents, borrowings and finance lease liabilities. Borrowings Finance lease liabilities Cash and cash equivalents Net debt Equity attributable to equity holders of the Company Non-controlling interest Total equity Capital management involves a continuous process of: Note 9(a) 9(a) 9(b) 2017 US$m 3,653 818 (1,838) 2,633 9,720 14 9,734 2016 US$m 6,266 505 (1,583) 5,188 8,392 14 8,406 • Evaluating capital requirements against the risks arising from Fortescue’s activities and its operating environment • Raising, refinancing and repaying of debt • Development, maintenance and implementation of the dividend policy, including the dividend reinvestment plan. To achieve its primary capital management objective of maintaining a strong capital structure, Fortescue has developed target ranges for a number of financial indicators. These indicators include gearing, net gearing, debt to Underlying EBITDA and interest coverage ratio, and are monitored together with a number of other financial and non-financial indicators. Target ranges for the financial ratios vary upon the investment and commodity cycles. During periods of intensive investment, for example expansion programs, or a commodity downturn, the capital management policy contemplates interim ratio levels returning to a targeted longer term level. Interim levels acknowledge and consider the requirements, in certain circumstances, for remedial actions to be taken. During the financial year ended 30 June 2017, Fortescue repaid US$2.7 billion of debt lowering gearing levels and improving credit metrics, together with a US$1.5 billion refinancing to extend the debt maturity profile and earliest maturity to 2022. The terms and conditions of Fortescue’s debt facilitates its strategy of refinancing and debt repayment prior to maturity, with the 2022 senior secured notes prepayable from March 2018, at the Company’s sole option. No financial maintenance covenants apply to any of the Company’s debt. (a) Borrowings and finance lease liabilities Senior secured notes Senior unsecured notes Finance lease liabilities Senior secured credit facility Total current borrowings and finance lease liabilities Senior secured notes Senior unsecured notes Finance lease liabilities Senior secured credit facility Total non-current borrowings and finance lease liabilities Total borrowings and finance lease liabilities 70 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT 2017 US$m 2016 US$m 70 9 42 - 121 2,093 1,481 776 - 4,350 4,471 70 8 11 4 93 2,082 475 494 3,627 6,678 6,771 Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 9 Capital management (continued) (a) Borrowings and finance lease liabilities (continued) (i) Refinancing During the year ended 30 June 2017, Fortescue successfully completed a US$1,500 million senior unsecured notes issue. The proceeds were utilised to repay the remaining US$976 million of the senior secured credit facility and redeem the outstanding US$478 million of senior unsecured notes due to mature in April 2022. (ii) Senior secured notes The senior secured notes are due to mature in November 2022, have a face value of US$2,160 million (30 June 2016: US$2,160 million), a coupon rate of 9.75 per cent and will become callable at Fortescue’s option from March 2018. The notes are secured over principally all of the assets of the Company and its subsidiaries, subject to certain limited exceptions, with the security shared on a pari passu basis with all existing and future senior unsecured indebtedness. (iii) Senior unsecured notes At 30 June 2017 the Company had the following senior unsecured notes on issue: • Senior unsecured notes due to mature in May 2022, have a face value of US$750 million, a coupon rate of 4.75 per cent and have a non-call life of 5 years • Senior unsecured notes due to mature in May 2024, have a face value of US$750 million, a coupon rate of 5.125 per cent and have a non-call life of 7 years. At 30 June 2016 the senior unsecured notes on issue were due to mature in April 2022, had a face value of US$478 million and a coupon interest of 6.875 per cent. These notes were repaid in full during the year ended 30 June 2017. (iv) Senior secured credit facility During the year ended 30 June 2017, the senior secured credit facility was repaid in full through US$2.7 billion of voluntary debt repayments and US$976 million paid through refinancing. The facility was due to mature in June 2019 and as at 30 June 2016 had a face value of US$3,676 million and a coupon rate within a range of LIBOR + 2.75 to LIBOR + 3.25 per cent. (v) Finance lease liabilities Finance lease liabilities largely relate to contractual commitments associated with ore carriers, the Solomon Power Station, the Fortescue River Gas Pipeline and heavy mobile fleet. In the event of default, the assets revert to the lessor. 30 June 2016 Lease expenditure commitments Effect of discounting Finance lease liabilities 30 June 2017 Lease expenditure commitments Effect of discounting Finance lease liabilities Within one year US$m Between one year and five years US$m After five years US$m 73 (63) 10 120 (79) 41 295 (245) 50 468 (285) 183 954 (509) 445 1,093 (499) 594 Total US$m 1,322 (817) 505 1,681 (863) 818 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 71 Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 9 Capital management (continued) (a) Borrowings and finance lease liabilities (continued) (vi) Summary of movements in borrowings and finance lease liabilities Senior secured notes US$m Senior unsecured notes US$m Finance leases US$m Senior secured credit facility US$m Total US$m Balance at 1 July 2015 Initial recognition Interest expense Interest and finance lease repayments Transaction costs Foreign exchange gain Repayments Balance at 30 June 2016 Balance at 1 July 2016 Initial recognition Interest expense Interest and finance lease repayments Transaction costs Foreign exchange loss Repayments 2,248 - 221 (183) 6 - (140) 2,152 2,152 - 221 (210) - - - Balance at 30 June 2017 2,163 2,063 - 104 (126) 13 - (1,571)1 483 483 1,500 41 (40) (16) - (478) 1,490 461 51 61 (64) - (4) - 505 505 323 70 (84) - 4 - 818 4,797 - 235 (229) 15 - (1,187) 3,631 3,631 - 98 (93) 40 - (3,676) - 9,569 51 621 (602) 34 (4) (2,898) 6,771 6,771 1,823 430 (427) 24 4 (4,154) 4,471 1 The year ended 30 June 2016 includes repayment of US$1,049 million of the 2019 senior unsecured notes and US$522 million of the 2022 senior unsecured notes. Information about Fortescue’s exposure to interest rate risk and foreign exchange rate risk disclosed in note 11. (b) Cash and cash equivalents Cash at bank Short term deposits 2017 US$m 923 915 2016 US$m 769 814 1,838 1,583 Cash and cash equivalents do not have any restrictions by contractual or legal arrangements. 72 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 9 Capital management (continued) (c) Cash flow information (i) Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the year after income tax Depreciation and amortisation Exploration, development and other Share-based payment expense (benefit) Net unrealised foreign exchange loss Net loss (gain) on early debt redemption Other non-cash items Working capital adjustments: Decrease in trade and other receivables (Increase) decrease in inventories Decrease in other assets Increase (decrease) in trade and other payables Increase (decrease) in deferred income Increase (decrease) in employee benefit provisions Increase in current tax payable Increase in deferred tax liabilities 2017 US$m 2,093 1,243 51 16 2 59 32 101 (34) 28 67 115 8 418 57 2016 US$m 985 1,244 136 (3) 22 (150) 21 52 219 28 (117) (418) (3) 302 128 Net cash inflow from operating activities 4,256 2,446 (ii) Non-cash investing and financing activities Acquisition of property, plant and equipment by means of finance leases (d) Contributed equity (i) Share capital 2017 US$m (110) 2016 US$m (51) Issued shares Number Treasury shares Number Contributed equity Number Issued shares US$m Treasury shares US$m Contributed equity US$m At 1 July 2015 3,113,798,151 (114,590) 3,113,683,561 1,296 Purchase of shares under employee share plans Employee share awards exercised net of employee contributions - - (15,188,032) (15,188,032) 14,939,948 14,939,948 - - At 30 June 2016 3,113,798,151 (362,674) 3,113,435,477 1,296 Purchase of shares under employee share plans Employee share awards exercised net of employee contributions - - (7,214,860) (7,214,860) 5,118,613 5,118,613 - - At 30 June 2017 3,113,798,151 (2,458,921) 3,111,339,230 1,296 (2) (21) 28 5 (27) 15 (7) 1,294 (21) 28 1,301 (27) 15 1,289 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 73 Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 9 Capital management (continued) (d) Contributed equity (continued) (ii) Issued shares Issued shares are fully paid and entitle the holders to one vote per share and the rights to participate in dividends. Ordinary shares participate in the proceeds on winding up of the Company in proportion to the number of shares held. (iii) Treasury shares Movements in treasury shares represent acquisition of the Company’s shares on market and allocation of shares to the Company’s employees from the vesting of awards and exercise of rights under the employee share-based payment plans. (e) Dividends (i) Dividends paid during the year Final fully franked dividend for the year ended 30 June 2016: A$0.12 per share (30 June 2015: A$0.02 per share) Interim fully franked dividend for the half-year ended 31 December 2016: A$0.20 per share (31 December 2015: A$0.03 per share) Total dividends paid (ii) Dividends declared and not recognised as a liability Final fully franked dividend: A$0.25per share (2016: A$0.12 per share) (iii) Franking credits 2017 US$m 2016 US$m 285 477 762 46 67 113 2017 US$m 2016 US$m 614 285 At 30 June 2017, franking credits available were A$856 million (2016: A$791million). The payment of the final dividend for the year ended 30 June 2017 will reduce the franking account balance by A$334 million. 10 Working capital (a) Trade and other receivables Trade debtors - iron ore GST receivables Other receivables Total current receivables Other receivables Total non-current receivables 2017 US$m 2016 US$m 113 9 19 141 3 3 210 11 20 241 4 4 The carrying value of the receivables approximates their fair value. Information about Fortescue’s exposure to foreign currency risk, interest rate risk and price risk pertaining to the trade and other receivables balances is disclosed in note 11. Disclosures relating to receivables from related parties are set out in note 17. 74 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 10 Working capital (continued) (b) Trade and other payables Trade payables Other payables and accruals Total current payables Customer deposits Other payables and accruals Total non-current payables (c) Inventories Iron ore stockpiles Warehouse stores and materials Total inventories 2017 US$m 2016 US$m 234 474 708 50 - 50 190 432 622 50 19 69 2017 US$m 2016 US$m 277 311 588 229 325 554 Iron ore stockpiles, warehouse stores and materials are stated at cost. Inventories expensed through cost of sales, including depreciation, during the year ended 30 June 2017 amounted to US$3,411 million (2016: US$3,796 million). During the year, inventory write-offs of US$31 million (2016: US$11 million) were recognised in relation to specific items of warehouse stores and materials that were identified as obsolete. (d) Deferred income Iron ore prepayments Port access prepayment Total current deferred income Iron ore prepayments Port access prepayment Total non-current deferred income 2017 US$m 2016 US$m 350 111 461 447 - 447 374 111 485 197 111 308 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 75 Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 11 Financial risk management Fortescue is exposed to a range of financial risks, including market risk, credit risk and liquidity risk. Fortescue established a risk management framework that provides a structured approach to the identification and control of risks across the business, sets the appropriate risk tolerance levels and incorporates active management of financial risks. The risk management framework has been approved by the Board of Directors, through the Audit and Risk Management Committee. The day to day management responsibility for execution of the risk management framework has been delegated to the CEO and the CFO. Periodically the CFO reports to the Audit and Risk Management Committee on risk management performance, including management of financial risks. The key elements of financial risk are further explained below. (a) Market risk Market risk arises from Fortescue’s exposure to commodity price risk and the use of interest bearing and foreign currency financial instruments. It is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in iron ore price (commodity price risk), interest rates (interest rate risk) and foreign exchange rates (foreign currency exchange risk). (i) Commodity price risk Fortescue is exposed to the commodity price risk, as its iron ore sales are predominantly subject to the prevailing market prices. Fortescue has limited ability to directly influence market prices of iron ore and manages the commodity price risk through focus on improving its cash margins and strengthening the corporate balance sheet through refinancing and early debt repayments. The majority of Fortescue’s iron ore sales contracts are structured on a provisional pricing basis, with the final sales price determined using the iron ore price indices on or after the vessel’s arrival to the port of discharge. The estimated consideration in relation to the provisionally priced contracts is marked to market using the spot iron ore price at the end of each reporting period with the impact of the iron ore price movements recorded as an adjustment to operating sales revenue. At 30 June 2017, Fortescue had 27 million tonnes of iron ore sales (2016: 14 million tonnes) that remained subject to provisional pricing, with the final price to be determined in the following financial year. A 15 per cent movement in the realised iron ore price on these provisionally priced sales would have an impact on the Group’s profit of US$161 million (2016: US$85 million), before the impact of taxation. This analysis assumes all other factors, including the foreign currency exchange rates, held constant. (ii) Interest rate risk The Group’s interest rate risk arises from variable rates on the finance leases relating to ore carriers and, to a lesser extent, changes in rates applicable to the short term deposits forming part of cash and cash equivalents. Fortescue’s policy is to reduce interest rate risk over the cash flows on its long term debt funding through the use of fixed rate instruments whenever appropriate. Fortescue’s variable rate financial assets and liabilities at the end of the financial year are summarised below: Cash and cash equivalents Finance leases Senior secured credit facility Note 9(b) 9(a) 2017 US$m 1,838 (213) - 1,625 2016 US$m 1,583 - (3,631) (2,048) Management analyses the Group’s interest rate exposure on a regular basis by simulation of various scenarios taking into consideration refinancing, renewal of existing positions, alternative financing options and hedging. A change of five basis points in interest rates in variable instruments would have an impact on the Group’s profit of US$1 million (2016: US$1 million), before the impact of taxation. This analysis assumes that all other factors remain constant, including foreign currency rates. 76 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 11 Financial risk management (continued) (a) Market risk (continued) (iii) Foreign currency exchange risk Fortescue operates in Australia, and is exposed to the movements in the Australian dollar exchange rate, with a significant portion of its operating costs and capital expenditure incurred and paid in Australian dollars. Fortescue’s risk management policy is to target specific levels at which to convert United States dollars to Australian dollars by entering into either spot or short term forward exchange contracts. The Group has not entered into transactions that qualify as hedging for hedge accounting purposes. The carrying amounts of the financial assets and liabilities denominated in Australian dollars (expressed in US dollar), are set out below: Financial assets Cash and cash equivalents Trade and other receivables Total financial assets Financial liabilities Borrowings and finance lease liabilities Trade and other payables Total financial liabilities 2017 US$m 2016 US$m 19 22 41 150 351 501 30 24 54 143 336 479 A change of five per cent in the Australian dollar exchange rate would have a net impact on the Group’s profit of US$23 million (2016: US$21million), before the impact of taxation. This analysis assumes that all other variables, including interest rates and iron ore price, remain constant. (b) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to Fortescue, and is managed on a consolidated basis. Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions and receivables from customers. Fortescue is exposed to a concentration of credit risk with the majority of its iron ore customers located in China. This risk is mitigated by a policy of only trading with creditworthy counterparties and Fortescue further mitigates its credit risk by obtaining security in the form of letters of credit covering approximately 95 per cent of the value of iron ore shipped. Fortescue has not recognised any bad debt expense from trading counterparties in the years ended 30 June 2017 and 30 June 2016. The exposure to the credit risk from cash and short-term deposits held in banks is managed by the treasury department and monitored by the CFO. Fortescue minimises the credit risks by holding funds with a range of financial institutions with credit ratings approved by the Board. At 30 June 2017, Fortescue had US$5 million (2016: US$6 million) of trade receivables which have not been settled within the normal terms and conditions agreed with the customer. These past due receivables relate to a number of customers for whom there is no recent history of default and are not considered impaired. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 77 Notes to the consolidated financial statements I Capital management For the year ended 30 June 2017 11 Financial risk management (continued) (c) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due. Fortescue manages liquidity risk by maintaining adequate cash reserves and banking facilities, by continuously monitoring actual and forecast cash flows and by matching the maturity profiles of its assets and liabilities. The table below analyses Fortescue’s financial liabilities into relevant maturity groupings based on the period to the contracted maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Less than 6 months US$m Between 6 and 12 months US$m Between 1 and 2 years US$m Between 2 and 5 years US$m Over 5 years US$m Total contractual cash flows US$m Carrying amount US$m 30 June 2016 Non-interest bearing Fixed rate Variable rate 30 June 2017 Non-interest bearing Fixed rate Variable rate 622 158 73 853 708 190 11 909 - 158 70 228 - 190 11 201 19 318 140 477 - 394 22 416 - 951 3,820 4,771 50 4,026 71 4,147 50 3,835 - 691 5,420 4,103 3,885 10,214 - 1,699 193 1,892 758 6,499 308 7,565 691 3,140 3,631 7,462 758 4,258 213 5,229 Management monitors rolling forecasts of the Group’s cash and overall liquidity position on the basis of expected cash flows. (d) Fair values All financial assets and financial liabilities, with the exception of derivatives, are initially recognised at the fair value of the consideration paid or received, net of directly attributable transaction costs. Subsequently, the financial assets and financial liabilities, other than derivatives, are measured at amortised cost. Fortescue’s listed debt instruments, including senior secured notes and senior unsecured notes are classified as level 1 financial instruments in the fair value hierarchy, with their fair values based on quoted market prices at the end of the financial year, as outlined below. Senior secured notes Senior unsecured notes Senior secured credit facility 2017 2016 Carrying value US$m 2,163 1,490 - Fair value US$m 2,460 1,507 - Carrying value US$m 2,152 483 3,631 Fair value US$m 2,386 455 3,499 The carrying values of other financial assets and financial liabilities approximate their fair values. 78 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Key balance sheet items For the year ended 30 June 2017 12 Property, plant and equipment Plant and equipment US$m Land and buildings US$m Exploration and evaluation US$m Assets under development US$m Note Development US$m Total US$m Net carrying value At 1 July 2015 Transfer of assets Additions Depreciation Changes in restoration and rehabilitation estimate 13(b) Other At 30 June 2016 Cost Accumulated depreciation Net carrying value At 1 July 2016 Transfer of assets Additions Depreciation Changes in restoration and rehabilitation estimate 13(b) Other At 30 June 2017 Cost Accumulated depreciation 12,107 207 52 (898) - (12) 872 38 - (61) - - 11,456 849 14,993 (3,537) 1,044 (195) 11,456 573 111 (984) - - 11,156 15,677 (4,521) 849 10 - (62) - (1) 796 1,053 (257) 768 (19) 70 - (8) (39) 772 772 - 772 (4) 57 - 1 (13) 813 813 - 245 (255) 284 - - (47) 227 227 - 227 (602) 670 - - (4) 291 291 - 3,737 17,729 31 - 2 406 (241) (1,200) 61 (25) 53 (123) 3,563 16,867 4,397 (834) 21,433 (4,566) 3,563 16,867 19 - (4) 838 (218) (1,264) 68 5 69 (13) 3,437 16,493 4,489 (1,052) 22,323 (5,830) Transfers of assets were made between the categories of property, plant and equipment, intangible assets, exploration and evaluation and development expenditure. Property, plant and equipment includes assets held under finance leases of US$505 million (2016: US$434 million). The details of the finance leases under which these assets are held are disclosed in note 9(a). During the year ended 30 June 2016 other movements included an impairment provision following suspension of the Nullagine Iron Ore Joint Venture operations for the full value of US$32 million, a provision in relation to specific assets and capital projects deferred pending market conditions of US$59 million, and a US$34 million write-off of previously capitalised exploration costs on relinquished tenements. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 79 Notes to the consolidated financial statements I Key balance sheet items For the year ended 30 June 2017 13 Provisions Employee benefits Restoration and rehabilitation Total current provisions Employee benefits Restoration and rehabilitation Total non-current provisions (a) Provision for employee benefits Movements in the provision for employee benefits during the financial year are set out below: At 1 July Changes in employee benefits provision Amounts paid At 30 June 2017 US$m 2016 US$m 174 53 227 3 506 509 2017 US$m 169 138 (130) 177 167 - 167 2 487 489 2016 US$m 172 134 (137) 169 Provision for employee benefits includes the Group’s liability for long service leave, annual leave and employee incentives. The current portion includes all of the accrued annual leave and the portion of long service leave where employees have completed their required period of service. The estimated amount of current annual leave and long service leave not expected to be paid in the next 12 months is US$38 million (2016: US$30 million). (b) Provision for restoration and rehabilitation Movements in the provision for restoration and rehabilitation during the year are set out below: At 1 July Changes in restoration and rehabilitation estimate Unwinding of discount At 30 June 2017 US$m 2016 US$m 487 69 3 559 430 53 4 487 The provision for restoration and rehabilitation has been made for all disturbed areas at the reporting date based on current cost estimates for rehabilitation and infrastructure removal, discounted to their present value based on expected timing of future cash flows. Provisions for restoration and rehabilitation activities exclude ongoing rehabilitation performed as a part of normal operations. 80 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Taxation For the year ended 30 June 2017 14 Taxation For the year ended 30 June 2017, Fortescue is a signatory to the Board of Taxation’s voluntary Tax Transparency Code (“TTC”). The TTC recommends a number of additional tax disclosures to be publicly available, in two separate parts. The Part A disclosure requirements are included in this note. (a) Income tax expense Current tax Deferred tax Consolidated group 2017 US$m Consolidated group 2016 US$m 817 57 874 241 128 369 (i) Prima facie income tax expense reconciliation Fortescue operates in a number of jurisdictions and pays income taxes accordingly. The Company’s effective corporate income tax rate is reflective of the statutory corporate income tax rates in each jurisdiction. The majority of the Group’s taxes are paid in Australia consistent with the location of its mining operations. The Australian Group includes Fortescue’s wholly-owned Australian entities. For the year ended 30 June 2017, the Group’s global effective tax rate was 29.5 per cent. This is in line with the Australia corporate tax rate of 30 per cent. Profit before income tax expense Tax at the Australian tax rate of 30 per cent Research and development Adjustments in respect of income tax expense of prior periods Foreign exchange variations and other transactions adjustments Tax impact of overseas jurisdiction Share based payments Other Income tax expense Effective tax rate Consolidated group 2017 US$m Australian group 2017 US$m Consolidated group 2016 US$m Australian group 2016 US$m 2,967 890 2,913 874 1,354 406 (4) (1) (6) - (5) - (4) 3 (6) 7 (5) - (8) (15) (2) 5 (9) (8) 874 29.5% 869 29.8% 369 27.3% 1,321 396 (8) (15) (1) 5 (9) (10) 358 27.1% FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 81 Notes to the consolidated financial statements I Taxation For the year ended 30 June 2017 14 Taxation (continued) (a) Income tax expense (continued) (ii) Reconciliation of income tax expense to current tax payable Income tax expense in the consolidated income statement Deferred tax expense Prior year under/over provision Tax payments made to tax authorities1 Impact of foreign exchange on income tax payable2 Current tax payable at 30 June Consolidated group 2017 US$m Consolidated group 2016 US$m 874 (57) 6 823 (115) (23) 685 369 (128) 72 313 (39) (7) 267 1 In Australia Fortescue pays pay as you go (PAYG) instalments based on a set rate, as advised by the Australian Taxation Office. 2 Fortescue’s income tax payments are made in the local currency of the country where taxes are due, being predominantly Australian Dollars. (b) Deferred tax assets and liabilities Fortescue recognises a timing difference where there are differences between the accounting and tax treatment of an expense resulting in future tax payable or receivable amount. Deferred tax assets and liabilities are measured at the relevant tax rates enacted for the reporting period. The company’s major deferred tax assets and liabilities also arise in Australia, specifically with reference to the level of capital investment in the Pilbara. Deferred tax assets Deferred tax liabilities Consolidated group 2017 US$m Consolidated group 2016 US$m 470 (2,027) (1,557) 355 (1,855) (1,500) 82 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Taxation For the year ended 30 June 2017 14 Taxation (continued) (b) Deferred tax assets and liabilities (continued) Composition of and movements in deferred tax assets and liabilities Deferred tax assets consolidated group Deferred tax liabilities consolidated group Charged / (credited) to the income statement consolidated group 2017 US$m 2016 US$m 2017 US$m 2016 US$m 2017 US$m 2016 US$m - - - - - 220 225 25 470 - - - - 1 202 139 13 355 (123) (540) (1,220) (127) (1) (1) (11) (4) (118) (510) (1,079) (121) (5) (5) (13) (4) (5) (30) (141) (6) 4 24 88 9 (26) 1 (169) 41 (2) 16 12 (1) (2,027) (1,855) (57) (128) Temporary differences arising from Exploration expenditure Development Property, plant and equipment Inventories Foreign exchange losses (gains) Provisions Other financial liabilities Other items (c) Unrecognised tax losses At 30 June 2017, the Group had income tax losses with a tax benefit of US$23 million (2016: US$12 million) which are not recognised as deferred tax assets. The Group recognises the benefit of tax losses only to the extent of anticipated future taxable income or gains in relevant jurisdictions. These losses do not expire. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 83 Notes to the consolidated financial statements I Unrecognised items For the year ended 30 June 2017 15 Commitments and contingencies 30 June 2016 Within one year Between one and five years 30 June 2017 Within one year Between one and five years (i) Capital commitments Capital US$m Operating leases US$m Total US$m 290 183 473 327 16 343 61 98 159 64 24 88 351 281 632 391 40 431 At 30 June 2017, Fortescue had contractual commitments to capital expenditure not recognised as liabilities, including commitments associated with the construction of ore carriers of US$196 million (2016: US$271 million) within 12 months and nil (2016: US$183 million) between one and five years, after the end of the year. (ii) Operating lease commitments Fortescue leases various offices and other premises under non-cancellable operating leases expiring within one to four years. The leases have varying terms, escalation clauses and renewal rights. The terms of the leases are renegotiated on renewal. Fortescue also leases mobile equipment, plant and machinery and office equipment under non-cancellable operating leases. The leases have varying terms. Fortescue had no material contingent liabilities or contingent assets at 30 June 2017 or at the date of this report. Fortescue occasionally receives claims arising from its activities in the normal course of business. In the opinion of the Directors, all such matters are covered by insurance or, if not covered, are without merit or are of such a kind or involve such amounts that would not have a material adverse impact on the operating results or financial position if settled unfavourably. 16 Events occurring after the reporting period On 20 July 2017, the Federal Court handed down its reasons for judgment on the matter of Warrie (formerly TJ) (on behalf of the Yindjibarndi People) v State of Western Australia, in which Fortescue is the second respondent. In the Company’s view, the Court’s decision has no impact on the current and future operations or mining tenure at the Solomon Hub. Fortescue has no commercial concerns and does not anticipate any material impact following the decision. On 28 July 2017, the Company executed a US$525 million revolving credit facility. On 1 August 2017, the Company announced the repurchase of the Solomon Power Station for a total of US$348 million. On 21 August 2017, the Directors declared a final dividend of 25 Australian cents per ordinary share payable in October 2017. 84 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 17 Related party transactions (a) Subsidiaries and joint operations Interests in significant subsidiaries and joint operations are set out in note 22. (b) Key Management Personnel remuneration Short term employee benefits Share-based payments Post employment benefits 2017 US$’000 2016 US$’000 7,469 2,273 141 9,883 8,161 (1,242) 135 7,054 Detailed information about the remuneration received by each Key Management Personnel is provided in the remuneration report on pages 101 to 132. (c) Transactions with other related parties The following transactions occurred with joint operations partners: Other revenue Deferred joint venture contributions Current receivables 2017 US$’000 2016 US$’000 2,785 265,800 274 30,749 253,361 1,742 The deferred joint venture contributions liability reflects the timing of cash call contributions to the Iron Bridge Joint Venture by Fortescue and other joint operation partners. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 85 Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 18 Share-based payments (a) Employee Performance Rights Plans During the year ended 30 June 2017, Fortescue issued 1,874,545 (2016: 3,870,459) short term performance rights and 3,666,789 (2016: 9,211,984) long term performance rights to employees and senior executives, convertible to one ordinary share per right. The short term rights vest over one year, and the long term rights vest over three years and have an exercise price of nil (2016: nil). Outstanding at 1 July Performance rights granted Performance rights forfeited or lapsed Performance rights converted or exercised Outstanding at 30 June 2017 Number 18,355,858 5,541,334 (5,122,418) (2,979,750) 15,795,024 2016 Number 11,622,892 13,082,443 (2,866,096) (3,483,381) 18,355,858 The weighted average fair value of performance rights granted during the year ended 30 June 2017 was A$4.85 per right (2016: A$1.79) for the short term performance rights and A$4.61 per right (2016: A$1.72) for the long term performance rights. The estimated fair value of the short term performance rights was determined using a trinomial option pricing model and the estimated fair value of the long term performance rights was determined using a combination of analytical approaches, binomial tree and Monte-Carlo simulation. The fair value estimation takes into account the exercise price, the effective life of the right, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the effect of additional market conditions, the expected dividend yield, estimated share conversion factor and the risk free interest rate for the term of the right. The weighted average inputs used to determine the fair value of performance rights granted during the year ended 30 June 2017 were: • Share price: A$4.99 (2016: A$1.81) • Effective life: 2.2 years (2016: 2.2 years) • Exercise price: nil (2016: nil) • Dividend yield: 3.5 per cent (2016: 2 per cent) • Volatility: 68 per cent (2016: 52 per cent) • Risk free interest rate: 2 per cent (2016: 2 per cent) Details of performance rights outstanding at 30 June 2017 are presented in the following table: Exercise price Balance at the end of the year Vested and exercisable at the end of the year Remaining contractual life Vesting conditions A$ Number Number Years Market Non-market - - - - - - 1,376,649 1,376,649 1,719,915 2,643,422 6,800,593 3,254,445 - - - - 15,795,024 1,376,649 13.5 14.3 0.3 13.5 14.3 - - - Yes Yes Yes Yes Yes Yes Yes Short term performance rights 2016 Short term performance rights 2017 Long term performance rights 2015 Long term performance rights 2016 Long term performance rights 2017 (b) Employee expenses Total expenses arising from share-based payments transactions recognised during the period as part of employee benefit expense were as follows: Share-based payment expense (benefit) 2017 US$m 2016 US$m 16 (3) 86 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 19 Remuneration of auditors PricewaterhouseCoopers Australia Audit and other assurance services Audit and review of financial statements Other assurance services Total audit and assurance services Other services Consulting services Total remuneration of PricewaterhouseCoopers Australia Network firms of PricewaterhouseCoopers Australia Audit and other assurance services Audit and review of financial statements Other assurance services Total auditor's remuneration 20 Deed of cross guarantee 2017 US$’000 2016 US$’000 791 338 1,129 122 1,251 63 - 63 1,314 722 34 756 194 950 46 - 46 996 Fortescue Metals Group Limited and certain of its subsidiaries are parties to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a financial report and Directors’ report under Corporation Instrument 2016/785 issued by the Australian Securities and Investments Commission. Holding entity • Fortescue Metals Group Limited Group entities • FMG Pilbara Pty Limited • Chichester Metals Pty Limited During the year ended 30 June 2017, these group entities were added to the deed of cross guarantee: • FMG Nyidinghu Pty Limited • FMG Procurement Services Pty Limited • Pilbara Gas Pipeline Pty Limited • Pilbara Marine Pty Limited • FMG Resources (August 2006) Pty Limited • Pilbara Power Pty Limited • International Bulk Ports Pty Limited • FMG JV Company Pty Limited • The Pilbara Infrastructure Pty Limited • FMG Ashburton Pty Limited • FMG Solomon Pty Limited • Pilbara Mining Alliance Pty Limited • Fortescue Services Pty Limited • FMG Personnel Pty Limited • FMG Personnel Services Pty Limited • CSRP Pty Limited • FMG Training Pty Limited (a) Consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position and consolidated statement of changes in equity The consolidated income statement, consolidated statement of comprehensive income and consolidated statement of changes in equity for the year ended 30 June 2017 along with the consolidated statement of financial position at 30 June 2017 for the closed group and the extended closed group represented by the above companies are materially the same as that of the Group. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 87 Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 21 Parent entity financial information (a) Summary financial information Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Contributed equity Reserves Retained earnings Total equity Profit for the year Total comprehensive income for the year 2017 US$m 2016 US$m 158 10,161 10,319 759 43 802 101 10,273 10,374 325 85 410 9,517 9,964 1,289 22 8,206 9,517 319 319 1,301 14 8,649 9,964 601 601 The parent entity’s financial information has been prepared using the same basis, including the accounting policies, as the consolidated financial information, except as outlined below: • Investments in subsidiaries, associates and joint operations have been accounted for at cost; and • Profit for the year includes dividends received from subsidiaries of US$410 million (2016: US$500 million). (b) Guarantees entered into by the parent entity The parent entity is a party to the following guarantees: • Deed of cross guarantee, as described in note 20; and • Guarantees forming part of Fortescue’s senior debt arrangements associated with the senior secured notes and the senior unsecured notes. The senior secured notes include providing security to the secured debt holders with respect to the assets of the Company and certain of its subsidiaries, as described in note 9(a). No liability was recognised by the parent entity or the Group in relation to these guarantees. (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities at 30 June 2017 or 30 June 2016. 88 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 22 Interests in other entities (a) Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following significant subsidiaries, in accordance with the accounting policy described in note 23(a)(i): Controlled entities Country of incorporation Class of shares 2017 % 2016 % 2017 US$ 2016 US$ Equity holding Investment Chichester Metals Pty Ltd Australia Ordinary FMG International Pte Ltd Singapore Ordinary FMG International Shipping Pte Ltd Singapore Ordinary FMG Iron Bridge Ltd Hong Kong Ordinary FMG Magnetite Pty Ltd Australia Ordinary FMG North Pilbara Pty Ltd Australia Ordinary FMG Pilbara Pty Ltd Australia Ordinary FMG Procurement Services Australia Ordinary FMG Resources (August 2006) Pty Ltd Australia Ordinary FMG Solomon Pty Ltd Australia Ordinary Karribi Developments Pty Ltd Australia Ordinary Pilbara Housing Services Pty Ltd Australia Ordinary Pilbara Power Pty Ltd Australia Ordinary The Pilbara Infrastructure Pty Ltd Australia Ordinary FMG Hong Kong Shipping Ltd Hong Kong Ordinary (b) Joint operations 100 100 100 88 88 88 100 100 100 100 100 100 100 100 100 100 100 100 88 88 88 100 100 100 100 100 100 100 100 - 1 1 209,053 209,053 1 1 43,557,023 43,557,023 1 1 1 1 1 1 1 1 1 1 64,837,148 1 1 1 1 1 1 1 1 1 1 - The consolidated financial statements incorporate Fortescue’s share in the assets, liabilities and results of the following principal joint operations, in accordance with the accounting policy described in note 23(a)(ii): Participating interest % Joint operations Country of incorporation Holding entity Principal activities 2017 2016 Iron Bridge Joint Venture Glacier Valley Joint Venture Nullagine Iron Ore Joint Venture Australia FMG Magnetite Pty Ltd Development of magnetite assets and production of magnetite concentrate Australia FMG North Pilbara Pty Ltd Iron ore exploration Australia FMG Pilbara Pty Ltd Iron ore mining and processing1 69 69 N/A 69 69 25 1 During the year ended 30 June 2017, Fortescue acquired the remaining 75 per cent interest in the Nullagine Iron Ore Joint Venture. During the year ended 30 June 2016, the operations of the Nullagine Iron Ore Joint Venture were suspended pending market conditions. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 89 Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. (a) Principles of consolidation (i) Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries, being the entities controlled by the Company. Control exists when the Group is exposed to, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intercompany balances and transactions, including unrealised profits and losses arising from intra-group transactions, have been eliminated in full. Subsidiaries are consolidated from the effective date of acquisition to the effective date of disposal. The acquisition method of accounting is used to account for the Group’s business combinations. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position respectively. (ii) Joint arrangements A joint arrangement is an arrangement when two or more parties have joint control. Joint control exists when the parties agree contractually to share control over the activities that significantly affect the entity’s returns (relevant activities), and the decisions about relevant activities require the unanimous consent of the parties sharing joint control. Joint arrangements are classified as either joint operations or joint ventures, based on the contractual rights and obligations between the parties to the arrangement. Joint operations If the contractual arrangement specifies a right to the assets and the obligations for the liabilities for the parties, the arrangement is classified as a joint operation. The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Details of the joint operations are set out in note 22. To support operations and construction projects of some of the joint operations, Fortescue and other parties to the joint arrangements are required, from time to time, to contribute funds in the form of cash calls, in proportion to their respective interests in the joint arrangements. These funds, if contributed by the parties to the joint arrangements in different financial years, may give rise to deferred joint venture contribution assets or liabilities. Joint ventures If the contractual arrangement grants the parties the right to the arrangement’s net assets, it is classified as a joint venture. Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated balance sheet. (b) Employee share trust The Group has formed a trust to administer its employee share schemes. The trust is consolidated as the substance of the relationship is that the trust is controlled by the Group. Shares held by the share trust are disclosed as treasury shares and deducted from contributed equity. (c) Foreign currency translation Transactions in foreign currencies have been converted at rates of exchange at the date of those transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange of the reporting date, with the resulting gains and losses recognised in the income statement, except as set out below: • For qualifying cash flow hedges, the gains and losses arising on foreign currency translations are deferred in other comprehensive income • Translation differences on site rehabilitation provisions are capitalised as part of the development assets. Gains and losses on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. (d) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Fortescue recognises revenue when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described on the following page. 90 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (d) Revenue recognition (continued) (i) Sale of products Revenue from the sale of products is recognised when persuasive evidence exists, usually in the form of an executed sales agreement, indicating that there has been a transfer of risks and rewards of ownership to the customer, no further work or processing is required by the Group, the quantity and quality of the products have been determined with reasonable accuracy, the price can be reasonably estimated and collectability is reasonably assured. For iron ore sales, the above conditions are generally satisfied when title passes to the customer, typically on the bill of lading date when ore is delivered to the vessel. Accordingly, revenue from sales of iron ore is recognised on the bill of lading date at an invoiced amount. For the majority of Fortescue’s contracts the sale price included in the original invoice is referred to as the provisional price and is subsequently adjusted to reflect market prices over a quotation period stipulated in the sales contract, typically on or after the vessel’s arrival to the port of discharge. Refer to note 11(a)(i) for further information on provisionally priced contracts, including accounting for mark to market adjustments. (ii) Services revenue Revenue from the provision of services is recognised in the accounting period in which the services are rendered. (iii) Interest income Interest income is accrued using the effective interest rate method. (e) Deferred income Deferred income represents payments collected but not earned at the end of the reporting period. These payments are recognised as revenue when the goods are delivered or services are provided. (f) Income tax The income tax expense for the year is the tax payable on the current year’s taxable income based on the applicable income tax rate for each jurisdiction. Income tax on the profit or loss for the period comprises current and deferred tax. Current income tax charge is calculated on the basis of the taxation laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Current income tax represents the expected tax payable on the taxable income for the year and any adjustments to tax payable in respect to previous years. Where the amount of tax payable or recoverable is uncertain, a provision is established based on the Group’s understanding of applicable tax law at the time. Settlement of these matters may result in changes to current and deferred income tax if the settlement differs from the provision. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. However, the deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither the accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for future deductible temporary differences and carry forward of unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset when there is a legal right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Fortescue and its wholly-owned Australian entities have implemented the tax consolidation legislation at 1 July 2002, namely the FMG tax consolidated group, and are therefore taxed as a single entity from that date. FMG Iron Bridge (Aust) Pty Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as at 28 September 2011, namely the FMG Iron Bridge tax consolidated group, and are therefore taxed as a single entity from that date. The head entity and the controlled entities in both tax consolidated groups continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in each tax consolidated group continues to be a standalone taxpayer in its own right. In addition to its own current and deferred tax amounts, the head entity of each group also recognises the current tax liabilities, or assets, and the deferred tax assets it has assumed from unused tax losses and unused tax credits from controlled entities in each corresponding tax consolidated group. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 91 Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (g) Cash and cash equivalents Cash and cash equivalents include cash on hand, short term deposits and other short-term highly liquid investments that are subject to an insignificant risk of changes in value, and are readily convertible to known amounts of cash. (h) Trade receivables Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Collectibility of trade receivables is reviewed on a monthly basis. When there is objective evidence that Fortescue will not be able to collect all amounts due according to the original terms of the receivables, an allowance for impairment of trade receivables is raised. Total receivables which are known to be uncollectible are written off by reducing the carrying amount directly. Significant financial difficulties of the customer, probability that the customer will enter bankruptcy or financial re-organisation and default or delinquency in payments are considered indicators that the trade receivable may not be collected. The amount of the impairment allowance is the difference between the trade receivable’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment allowance is recognised in the income statement within administration expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other administration expenses. (i) Inventories Warehouse stores and materials, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost for raw materials and stores is determined as the purchase price. For partly processed and saleable iron ore, cost is based on the weighted average cost method and includes: • • • Materials and production costs, directly attributable to the extraction, processing and transportation of iron ore to the existing location Production and transportation overheads Depreciation of property, plant and equipment used in the extraction, processing and transportation of iron ore. Iron ore stockpiles represent iron ore that has been extracted and is available for further processing or sale. Quantities are assessed primarily through internal and third party surveys. Where there is an indication that inventories are obsolete or damaged, these inventories are written down to net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (j) Financial assets Fortescue classifies its financial assets into loans and receivables and financial assets at fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and include trade receivables. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are initially measured at fair value and subsequently carried at amortised cost. At the end of each reporting period loans and receivables are reviewed for impairment, with the difference between the carrying amount and the present value of estimated future cash flows recognised in the income statement. (ii) Financial assets through profit or loss This category comprises only derivative financial instruments. They are carried in the balance sheet at fair value with changes in fair value recognised in profit or loss. (k) Financial liabilities (i) Trade payables Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid. (ii) Borrowings Borrowings are initially recognised at fair value of the consideration received, less directly attributable transaction costs. After initial recognition, borrowings are subsequently measured at amortised cost using the effective interest method. Borrowings are derecognised when the contractual obligations are discharged, cancelled or expire, or when the terms of an existing borrowing are substantially modified. Any difference between the carrying amount of a derecognised liability and the carrying amount of the new liability is recognised in the income statement. 92 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (k) Financial liabilities (continued) (iii) Finance lease liabilities (ii) Subsequent costs The Group has finance lease liabilities in relation to certain items of property, plant and equipment. Finance lease liabilities are initially recognised at the fair value of the underlying assets or, if lower, the estimated present value of the minimum lease payments. Each lease payment is allocated between the liability and finance cost and the finance cost is charged to the income statement over the lease period to reflect a constant periodic rate of interest on the remaining balance of the liability for each period. 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 these subsequent costs will flow to Fortescue and the cost of the item can be measured reliably. Ongoing repairs and maintenance are recognised as an expense in the income statement during the financial period in which they are incurred. (iii) Depreciation (l) Property, plant and equipment (i) Recognition and measurement Each class of property, plant and equipment is stated at historical cost less, where applicable, any accumulated depreciation and impairment loss. Historical cost includes expenditure that is directly attributable to the acquisition of the assets. The cost of self-constructed assets includes the cost of materials and direct labour and any other costs directly attributable to bringing an asset to a working condition ready for its intended use. Assets under construction are recognised in assets under development. Upon commissioning, which is the date when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by management, the assets are transferred into property, plant and equipment or development assets, as appropriate. Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Borrowing costs related to the acquisition or construction of qualifying assets are capitalised. When separate parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of the equipment. Gains and losses arising on disposal of property, plant and equipment are recognised in the income statement and determined by comparing proceeds from the sale of the assets to their carrying amount. Depreciation of assets, other than land which is not depreciated, is calculated using the straight-line method or units of production method, net of residual values, over estimated useful lives. Depreciation commences on the date when an asset is available for use, that is, when it is in the location and condition necessary for it to be capable of operating in the manner intended by management. Assets acquired under finance leases are depreciated over the shorter of the individual asset’s useful life and the lease term. Straight-line method Where the useful life is not linked to the quantities of iron ore produced, assets are generally depreciated on a straight-line basis. The estimated useful lives for the principal categories of property, plant and equipment depreciated on a straight-line basis are as follows: • Buildings 20 to 40 years • Rolling stock 25 to 30 years • Plant and equipment 2 to 20 years • Rail and port infrastructure assets 40 to 50 years. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period with the effect of any changes in estimate accounted for on a prospective basis. Units of production method Where the useful life of an asset is directly linked to the extraction of iron ore from a mine, the asset is depreciated using the units of production method. The units of production method is an amortised charge proportional to the depletion of the estimated proven and probable reserves at the mines. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 93 Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (l) Property, plant and equipment (continued) (iv) Exploration, evaluation and development expenditure Exploration and evaluation activities involve the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation expenditure incurred is accumulated and capitalised in respect of each identifiable area of interest, and carried forward to the extent that: • Rights to tenure of the identifiable area of interest are current; and • At least one of the following conditions is also met: (i) The expenditure is expected to be recouped through the successful development of the identifiable area of interest, alternatively by its sale; or (ii) Where activities in the identifiable area of interest have not, at the reporting date, reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and activities in, or in relation to, the area of interest, are continuing. Exploration and evaluation assets are reviewed at each reporting date for indicators of impairment and tested for impairment where such indicators exist. If the test indicates that the carrying value might not be recoverable, the asset is written down to its recoverable amount. These charges are recognised within exploration, development and other expenses in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from exploration and evaluation expenditure to development expenditure. Development expenditure includes capitalised exploration and evaluation costs, pre-production development costs, development studies and other expenditure pertaining to that area of interest. Costs related to surface plant and equipment and any associated land and buildings are accounted for as property, plant and equipment. Development costs are accumulated in respect of each separate area of interest. Costs associated with commissioning new assets in the period before they are capable of operating in the manner intended by management, are capitalised. Development costs incurred after the commencement of production are capitalised to the extent they are expected to give rise to a future economic benefit. When an area of interest is abandoned or the Directors decide that it is not commercially or technically feasible, any accumulated cost in respect of that area is written off in the financial period that the decision is made. Each area of interest is reviewed at the end of each accounting period and the accumulated costs written off to the income statement to the extent that they will not be recoverable in the future. Amortisation of development costs capitalised is charged on a unit of production basis over the life of estimated proven and probable reserves at the mines. (m) Stripping costs (i) Development stripping costs Overburden and other mine waste materials are often removed during the initial development of a mine in order to access the mineral deposit. This activity is referred to as development stripping and the directly attributable costs, inclusive of an allocation of relevant overhead expenditure, are capitalised as development costs. Capitalisation of development stripping costs ceases and amortisation of those capitalised costs commences upon commercial extraction of ore. Amortisation of capitalised development stripping costs is determined on a unit of production basis for each area of interest. Development stripping costs are considered in combination with other assets of an operation for the purpose of undertaking impairment assessments. (ii) Production stripping costs Overburden and other mine waste materials continue to be removed throughout the production phase of the mine. This activity is referred to as production stripping, with the associated costs charged to the income statement, as operating cost, except when all three criteria below are met: • Production stripping activity provides improved access to the specific component of the ore body, and it is probable that economic benefit arising from the improved access will be realised in future periods • The Group can identify the component of the ore body for which access has been improved • The costs relating to the production stripping activity associated with that component can be measured reliably. 94 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (m) Stripping costs (continued) (ii) Production stripping costs (continued) If all of the above criteria are met, production stripping costs resulting in improved access to the identified component of the ore body are capitalised as part of development asset and are amortised over the life of the component of the ore body. The determination of components of the ore body is individual for each mine. The allocation of costs between production stripping activity and the costs of ore produced is performed using relevant production measures, typically strip ratios. Changes to the mine design, technical and economic parameters affecting life of the components and strip ratios, are accounted for prospectively. (n) Leases Leases of assets where Fortescue, as lessee, has substantially all the risks and rewards of ownership, are classified as finance leases. Assets acquired under finance leases are capitalised at the lower of the fair value of the underlying assets or the present value of the future minimum lease payments. The corresponding finance lease liability is classified as borrowings. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Leases in which a significant portion of the risks and rewards of ownership are not transferred to Fortescue as lessee are classified as operating leases. Payments made under operating leases are recognised as an expense in the income statement on a straight-line basis over the lease term. (o) Rehabilitation provision Provisions are recognised when Fortescue has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. The mining, extraction and processing activities of Fortescue give rise to obligations for site rehabilitation. Rehabilitation obligations include decommissioning of facilities, removal or treatment of waste materials, land rehabilitation and site restoration. The extent of work required and the associated costs are estimated using current restoration standards and techniques. Provisions for the cost of each rehabilitation program are recognised at the time that environmental disturbance occurs. Rehabilitation provisions are initially measured at the expected value of future cash flows required to rehabilitate the relevant site, discounted to their present value using Australian Government bond market yields that match, as closely as possible, the timing of the estimated future cash outflows. The judgements and estimates applied for the estimation of the rehabilitation provisions are discussed in note 24. When provisions for closure and rehabilitation are initially recognised, the corresponding cost is capitalised into the cost of mine development assets, representing part of the cost of acquiring the future economic benefits of the operation. The capitalised cost of closure and rehabilitation activities is recognised within development assets and is amortised based on the units of production method over the life of the mine. The value of the provision is progressively increased over time as the effect of discounting unwinds, creating an expense recognised in finance costs. At each reporting date the rehabilitation liability is re-measured to account for any new disturbance, updated cost estimates, inflation, changes to the estimated reserves and lives of operations, new regulatory requirements, environmental policies and revised discount rates. Changes to the rehabilitation liability are added to or deducted from the related rehabilitation asset and amortised accordingly. (p) Impairment of non-financial assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Group conducts an internal review of asset values at each reporting date, which is used as a source of information to assess for any indications of impairment. External factors, such as changes in expected future prices, costs and other market factors are also monitored to assess for indications of impairment. If any such indication exists, an estimate of the asset’s recoverable amount is calculated, being the higher of fair value less direct costs to sell and the asset’s value in use. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Fair value for mineral assets is generally determined using independent market assumptions to calculate the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal. These cash flows are discounted using an appropriate discount rate to arrive at a net present value of the asset. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 95 Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (p) Impairment of non-financial assets (continued) (ii) Long service leave Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal, discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Value in use is determined by applying assumptions specific to the Group’s continued use and does not take into account future development. In testing for indications of impairment and performing impairment calculations, assets are considered as collective groups and referred to as cash generating units. Cash generating units are the smallest identifiable groups of assets and liabilities that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The liability for long service leave is recognised in provisions and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, probability of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on Australian Government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. The liability for long service leave for which settlement within 12 months of the reporting date cannot be deferred is recognised in the current provision. The liability for long service leave for which settlement can be deferred beyond 12 months from the reporting date is recognised in the non-current provision. Impaired assets are reviewed for possible reversal of the impairment at each reporting date. (s) Share-based payments (q) Finance costs Finance costs principally represent interest expense and are recognised as incurred except when associated with major projects involving substantial development and construction periods. In addition, finance costs include losses arising on derecognition of finance liabilities at above their carrying value, unwinding of the discount on provisions and bank charges. Interest expense and other borrowing costs directly attributable to major projects are added to the cost of the project assets until such time as the assets are substantially ready for their intended use or sale. Where funds are used to finance an asset form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings during the construction period. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. (r) Employee benefits (i) Wages and salaries and annual leave Liabilities for wages and salaries, including non- monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables and accruals in respect of employee services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Share-based remuneration benefits are provided to employees under the Fortescue’s Performance Rights Plan, as set out in note 18. The fair value of rights is measured at grant date and is recognised as an employee benefits expense over the period during which the employees become unconditionally entitled to the rights, with a corresponding increase in equity. The fair value at grant date is determined using trinomial option pricing model that takes into account the exercise price, the term of the right, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the effect of additional market conditions, the expected dividend yield and the risk free interest rate for the term of the right. The fair value of the rights granted is measured to reflect expected market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability). Non-market vesting conditions are included in assumptions about the number of rights that are expected to become exercisable. At each reporting date, the entity revises its estimate of the number of rights that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. 96 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (t) Dividends (x) New accounting standards and interpretations Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or before the end of the reporting period but not distributed at the end of the reporting period. (i) New and amended standards adopted by the Group The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2016: • AASB 2014-3 Amendments to Australian Accounting Standards - Accounting for Acquisitions of Interests in Joint Operations • AASB 2014-4 Amendments to Australian Accounting Standards - Clarification of Acceptable Methods of Depreciation and Amortisation • AASB 2015-1 Amendments to Australian Accounting Standards - Annual improvements to Australian Accounting Standards 2012 - 2014 cycle • AASB 2015-2 Amendments to Australian Accounting Standards - Disclosure initiative: Amendments to AASB 101. The adoption of these amendments did not have any impact on the current period or any prior period and is not likely to affect future periods. There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. (u) Earnings per share (i) Basic earnings per share Basic earnings per share is calculated by dividing profit for the year after income tax attributable to the ordinary shareholders by the weighted average number of ordinary shares on issue during the financial year. (ii) Diluted earnings per share Diluted earnings per share is calculated by dividing profit for the year after income tax attributable to the ordinary shareholders by the weighted average number of ordinary shares on issue during the financial year, after adjusting for the effects of all potential dilutive ordinary shares that were outstanding during the financial year. (v) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which is disclosed as an operating cash flow. (w) Comparatives Where applicable, certain comparatives have been adjusted to conform with current year presentation. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 97 Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 23 Summary of significant accounting policies (continued) (x) New accounting standards and interpretations (continued) AASB 16 Leases (effective for annual reporting periods beginning on or after 1 January 2019) AASB 16 introduces new framework for accounting for leases and will replace AASB 117 Leases. The new standard will primarily affect the accounting by lessees and will result in the recognition of almost all leases on the balance sheet. The standard removes the current distinction between operating and financing leases and requires recognition of an asset (the right to use the leased item) and a financial liability to pay rentals for almost all lease contracts. As at 30 June 2017, Fortescue has non-cancellable operating leases in relation to office rentals, vehicles and vessels. Management is continuing to determine the extent that these operating leases will be recognised as assets and liabilities on the Company’s statement of financial position, the impact on profit and classification of the related cash flows. Some of the operating leases in existence at the reporting date will be exempt on the basis of being short-term or low value, some relate to arrangements that will not qualify as leases under the new standard and some will be subject to renewal prior to the implementation. (ii) New accounting standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2017 reporting periods. These standards and interpretations have not been early adopted. AASB 9 Financial Instruments (effective for annual reporting periods beginning on or after 1 January 2018) AASB 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities and introduces new rules for hedge accounting. The new standard also introduces expanded disclosure requirements and changes in presentation. These are expected to change the nature and extent of the Group’s disclosures about its financial instruments particularly in the year of the adoption of the new standard. Fortescue has determined that AASB 9 will have no material impact on the way the Group accounts for its financial instruments. AASB 15 Revenue from Contracts with Customers (effective for annual reporting periods beginning on or after 1 January 2018) AASB 15 Revenue from Contracts with Customers (effective for annual reporting periods beginning on or after 1 January 2018). AASB 15 introduces new framework for accounting for revenue and will replace AASB 118 Revenue and AASB 111 Construction Contracts. The new standard is based on the principle that revenue is recognised when control over goods and services transfers to a customer, therefore the notion of control replaces the existing notion of risks and rewards. Fortescue sells a significant proportion of its products on CFR terms which requires the Group to be responsible for providing shipping services after the date at which control of the goods passes to the customer at the port of loading. AASB 15 requires the individual components of revenue to be recognised separately and freight revenue is likely to be deferred until the product is delivered rather than when the product is shipped. No other areas are expected to be significantly impacted. 98 FORTESCUE METALS GROUP LIMITED I FINANCIAL REPORT Notes to the consolidated financial statements I Other information For the year ended 30 June 2017 24 Critical accounting estimates and judgements The preparation of the consolidated financial statements requires management to make judgements and estimates and form assumptions that affect how certain assets, liabilities, revenue, expenses and equity are reported. At each reporting period, management evaluates its judgements and estimates based on historical experience and on other factors it believes to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. Fortescue has identified the following critical accounting policies where significant judgements and estimates are made by management in the preparation of these financial statements. (a) Iron ore reserve estimates Iron ore reserves are estimates of the amount of product that can be economically and legally extracted from Fortescue’s current mining tenements. In order to calculate ore reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. Estimating the quantity and grade of ore reserves requires the size, shape and depth of ore bodies or fields to be determined by analysing geological data such as drilling samples. This requires complex and difficult geological judgements and calculations to interpret the data. As economic assumptions used to estimate reserves change and as additional geological data is generated during the course of operations, estimates of reserves may vary from period to period. Changes in reported reserves may affect Fortescue’s financial results and financial position in a number of ways, including the following: • Asset carrying values may be affected due to changes in estimated future cash flows • Depreciation and amortisation charges in the income statement may change where such charges are determined by the units of production method, or where the useful economic lives of assets change • The carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of tax benefits. (b) Exploration and evaluation expenditure Fortescue’s accounting policy for exploration and evaluation expenditure results in expenditure being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the income statement. (c) Development expenditure Development activities commence after commercial viability and technical feasibility of the project is established. Judgement is applied by management in determining when a project is commercially viable and technically feasible. In exercising this judgement, management is required to make certain estimates and assumptions as to the future events. If, after having commenced the development activity, a judgement is made that a development asset is impaired, the relevant capitalised amount will be written off to profit and loss. (d) Property, plant and equipment – recoverable amount The determination of fair value and value in use requires management to make estimates about expected production and sales volumes, commodity prices, reserves (see ‘iron ore reserve estimates’ in note 24(a)), operating costs, rehabilitation costs and future capital expenditure. Changes in circumstances may alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be impaired and the impairment would be charged to the income statement. (e) Rehabilitation estimates Fortescue’s accounting policy for the recognition of rehabilitation provisions requires significant estimates including the magnitude of possible works required for the removal of infrastructure and of rehabilitation works, future cost of performing the work, the inflation and discount rates and the timing of cash flows. These uncertainties may result in future actual expenditure differing from the amounts currently provided. FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y 99 Fortescue’s Values Safety Look out for our mates and ourselves Empowerment Take action and encourage your team Family Care for your work mates Frugality Use your brain not your cheque book Stretch targets Deliver against challenging targets Integrity Enthusiasm Courage and determination Do what you say you’re going to do Be positive, energetic Never, ever give up Generating ideas Always be on the lookout for better ways Humility Show vulnerability in leadership Fortescue’s Vision The safest, lowest cost, most profitable iron ore producer Realising this Vision is at the heart of everything the Company does. Supporting this Vision are unique Values which drive the Company’s performance in a way that sets Fortescue apart. 100 FORTESCUE METALS GROUP LIMITED REMUNERATION REPORT The year in review FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 101 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 101 Remuneration and Nomination Committee Chair Sharon Warburton On behalf of the Directors of Fortescue Metals Group Limited I am pleased to present the Remuneration and Nomination Report for the year ended 30 June 2017. Improved Safety Consistent Production Reduced Cost 17 % 1% 33% 2.9 Total Recordable 12.82 /wmt 170.4 mt Culture 92% participation in Safety Excellence and Culture Survey Injury Frequency Rate US$ During FY17, the Company has achieved outstanding results. Shareholders continued to benefit from the excellent and world leading performance being delivered by our Executives and all of their teams in safety, production and operating cost improvement. Now recognised as the lowest cost provider of seaborne iron ore to China, the outcomes delivered by Fortescue across all key measures underpin the US$2,093 million net profit achieved, an 112 per cent increase over FY16. Culture driving remuneration strategy Fortescue’s remuneration strategy is underpinned by its strong performance culture of setting stretch targets, striving to achieve them and rewarding success. Short and long-term incentive targets are set at challenging levels designed to drive innovation, continual value creation and long-term business sustainability and growth. The Board exercises its discretion to recognise outstanding levels of achievement, including where Fortescue’s challenging stretch targets may have been missed by a very small margin, yet are market leading against global peers. The Company’s values-driven culture continues to deliver high levels of engagement demonstrated by the annual safety and culture survey with substantial improvement across all key survey metrics. Diversity is recognised as a fundamental driver of business success. The Fortescue culture is unique, powerful and drives success. FY17 Performance The share price increased 49 per cent from the FY16 closing price of A$3.50 to A$5.22 at the end of FY17. During FY17, Fortescue achieved exceptional results against all of its stretch targets, specifically: • Outstanding financial performance including: • 92 per cent increase in Return on Equity • 112 per cent increase in Net Profit from US$985m to US$2,093m • 48 per cent increase in EBITDA from US$3,195m to US$4,744m • 20 per cent increase in revenue from iron ore operations from US$6,947m to US$8,335m • Consistent production from the Company’s world class assets, with 170.4mt of iron ore shipped • Substantial cost reductions including a 17 per cent reduction in C1 costs and a June 2017 monthly cost of production of less than US$10/wmt with Fortescue now the lowest cost provider of seaborne iron ore to China. • Significant improvement in safety performance across all sites, a 33 per cent reduction in TRIFR. • Mine life maintained at target production rate and quality. 102 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT Remuneration and Nomination Committee Chair Reference: Metalytics Resource Sector Economics analysis, March 2017 FY17 Remuneration Outcomes The Board is committed to a Remuneration Framework that drives superior performance, attracts and appropriately rewards and retains high performing Executives, delivers shareholder value and encourages decision-making focused on the longer term. For FY17: • Fixed Remuneration levels were maintained and there was no annual salary increase in FY17 • FY17 Short Term Incentive stretch targets were all rewarded with Board discretion used only on the cost target. While the team’s cost reductions were world class, they fell just short of the defined aggressive C1 stretch target set 12 months ago • The Board has made the decision to award the C1 cost component for the Executive and Senior Staff Incentive Plan (ESSIP) on the basis of a 17 per cent annual reduction in C1 costs. This is an outstanding achievement. The Board also acknowledged the milestone recognition of Fortescue becoming the lowest cost provider of seaborne iron ore to China in November 2016, a position that has been maintained for the balance of FY17. A cost of production for the month of June 2017 of 15% Production • Tonnes Shipped ≥ 170 million wmt C1 Cost • C1 cost ≤ US$12.16/wmt 10 10 23 22.5 12.5 170.4 22.5 12.5 12.82 Continued focus on cost reduction, innovation, technology and process efficiency have had a positive impact on profitability and return on equity with an 92% increase to AROE compared to FY16. Full year production target marginally exceeded with 170.4 million wmt iron ore shipped in FY17 notwithstanding very challenging weather conditions during Q3. Although the C1 cost stretch target was not met the outcome represents a 17% reduction in C1 costs over the FY17 performance year contributing to an overall 73% reduction in C1 costs since 2012. In light of the substantial cost savings delivered in FY17 and overall company performance, the Board has determined that this performance measure has been met. Company growth performance Safety (1) • TRIFR < 3.9 Physical • Target tonnes and quality achieved whilst maintaining mine life Culture • Safety Survey participation rate ≥75% • Voluntary Turnover Rate ≤10% Personal objectives Personal Objectives • 4 to 5 Personal Objectives set at Stretch Levels of performance against the FY17 Business Plan 25 10 10 15 2.9 10 Met Keeping people safe is Fortescue’s highest priority and in FY17 Fortescue achieved outstanding results achieving a 33% reduction in TRIFR from 4.3 to 2.9. FY17 target production rate of 170mtpa, design strip ratio and production specifications have been achieved whilst maintaining the mine life for each site. Included in personal KPIs 92 7 Safety survey participation rate of 92% exceeded target which is an exceptional result for a global miner. Positive impact on employee retention which saw a reduction in voluntary turnover to 7%. 1 In the event of a fatality no award is made for the Safety KPI. n/a 40 Partially met Personal objectives are assessed by the CEO and recommended outcomes approved by the Board. In FY17, the Board also introduced the FY17 ESSIP Additional Stretch Objective, designed to drive outperformance against the FY17 budgeted cost of production stretch target. Cost of production stretch opportunity • COP of 30 per cent would be at least the 80th percentile of the ASX 100 Resources index in any of the past five years. 120 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT Remuneration Report 5 Incentive plan operation and performance (continued) 5.7.4 FY16 and FY17 LTIP operation (continued) The AROE vesting schedule is as follows: FY16 and FY17 LTIP AROE target and vesting schedule Performance Below threshold Threshold Target Stretch Average ROE Portion of tranche that vests <15% 15% 30% >30% Nil 25 per cent of share rights vest 100 per cent of share rights vest 150 per cent of share rights vest Vesting between threshold and target performance levels is calculated on a linear basis with the stretch element considered together with the achievement of all performance measures and subject to the aggregate performance cap. Relative Total Shareholder Return (RTSR) RTSR is a measure of the performance of the Company’s shares over a three year period against the ASX 100 Resources Index (noted below). It combines share price appreciation and dividends paid to show the total return to the shareholder expressed as a percentage. Relative TSR hurdles are valuable because the Company needs to outperform a peer group of participants to receive any reward and therefore, is aligned to relative market performance. The ASX 100 Resources Index has been chosen as the comparator group because this is a transparent market indicator, includes Fortescue’s ASX Listed commodity market peers and represents the peer group that Fortescue competes with for investment. When formulating the vesting schedule for the TSR performance measure, the Board considered both local and international market practice. In line with the Company’s approach to setting stretch targets, the Board determined that a vesting schedule more aggressive than standard market practice was required in order to align executive reward for this performance measure with superior shareholder returns. The vesting criteria for both threshold and target have been set at the 60th percentile and 80th percentile (respectively) higher than standard market practice. The plan also provides for a premium grant of awards where Fortescue delivers the market leading total shareholder return over the performance period. The TSR vesting schedule is as follows: FY16 and FY17 LTIP TSR target and vesting schedule Performance Below Threshold Threshold Target Stretch Average TSR Portion of tranche that vests Below the 60th percentile Nil At the 60th percentile 25 per cent of share rights vest At the 80th percentile 100 per cent of share rights vest At the 100th percentile 150 per cent of share rights vest Vesting between performance levels is calculated on a linear basis with the stretch element considered together with the achievement of all performance measures and subject to the aggregate performance cap The Board acknowledge that a relative TSR hurdle can result in unintended outcomes. The intent is to ensure no windfall gains or undue penalty. In the event that TSR is negative but the relative TSR hurdle is achieved, the Board will consider overall performance and circumstances and may, at its absolute discretion, reduce the level of vesting or determine that no award will be made in respect to the TSR measure. Strategic Measures As part of the enhancements made to the LTIP, the Company has introduced a basket of five strategic measures with associated key performance indicators aimed at directing performance toward the achievement of the Company’s long term objectives (strategic objectives). The strategic objectives devised by the Board specifically relate to key milestones and objectives that are fundamental to the Company’s sustainability, continuing development and growth and delivery of shareholder value. The balanced scorecard approach ensures that executives continue to focus on the delivery of key milestones that drive long term value and that the Board has the ability to reward these achievements even in times when external factors outside the control of executives may impact shareholder returns. O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 121 Remuneration Report 5 Incentive plan operation and performance (continued) 5.7.4 FY16 and FY17 LTIP operation (continued) FY16 and FY17 LTIP annual strategic measures and objectives are as follows: Safety Objective (KPI) • Improve Fortescue’s relative position against the global safety culture benchmark Link to strategy • Safety leadership Growth Objective (KPI) • Diversify customer base • Strategic options for growth in iron ore and other commodities Link to strategy • Growth and diversity of income Resource Management Objective (KPI) • Increase long term resources quantity and value • No net decrease in mine life • Quantity, quality and diversity of tenements Link to strategy • Long term sustainability FY16 LTIP and FY17 LTIP Strategic measures and objectives Performance Objective (KPI) • Improve Fortescue’s relative position on the global cost curve with a future target to have a C1 cost which is the lowest in the world • Reduce all-in cash cost • Maximise production capacity without increasing capital expenditure budget Link to strategy • Competitive position, cash flow and efficient use of capital Balance sheet management Objective (KPI) • Reduce gearing (debt/debt + equity) to target levels • Overall cost of financing • Maintain cash on hand at Board approved levels • Balance sheet flexibility Link to strategy • Capital efficiency, cash flow and long term sustainability Strategic measures and their performance targets for each strategic objective are set and assessed annually for each financial year of the relevant three year performance period. Whether a strategic objective has been achieved is measured at the end of the relevant financial year on an outcome basis as follows: This approach provides the Company with the flexibility to respond to economic and industry challenges as they occur to ensure that performance targets are always relevant and drive long term shareholder value. Outcome Did not meet Threshold Target Exceeded Score 0 1 2 3 122 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT Remuneration Report 5 Incentive plan operation and performance (continued) 5.7.4 FY16 and FY17 LTIP operation (continued) FY17 annual strategic measures and objectives are as follows: FY16 and FY17 LTIP Strategic measure target and vesting schedule Performance Below Threshold Threshold Target Stretch Score Portion of tranche that vests <5 5 10 15 Nil 25 per cent of share rights vest 100 per cent of share rights vest 150 per cent of share rights vest Vesting between performance levels is calculated on a linear basis with the stretch element considered together with the achievement of all performance measures and subject to the aggregate performance cap. The performance period for the FY16 LTIP is from 1 July 2015 to 30 June 2018 and the FY17 LTIP is from 1 July 2016 to 30 June 2019. Share rights vest at the end of the three year performance period subject to performance against the three measures. In the event of a change of control of the Company, the performance period end date will generally be brought forward to the date of the change of control and awards will vest over this shortened period, subject to ultimate Board discretion. The Clawback Policy also applies to this plan. Performance outcomes of the FY16 LTIP will be reported in the Company’s FY18 Remuneration Report. The balanced scorecard approach ensures that executives continue to focus on the delivery of key milestones that drive long term value and that the Board has the ability to reward these achievements even in times when external factors outside the control of executives may impact shareholder returns. 5.8 Salary Sacrifice Share Plan Executives may nominate an amount (up to A$5,000 per annum) of pre-tax salary to acquire ordinary shares under the Salary Sacrifice Share Plan (SSSP). Provided ordinary shares are kept in the SSSP, income tax on the acquisition of these ordinary shares can be deferred by the Executive for up to seven years. Disposal restrictions apply while the shares remain in the SSSP. Shares acquired under this plan are not subject to performance conditions because they are issued in lieu of salary which would otherwise be payable and are subject to a monetary limit of A$5,000 per annum. The balanced scorecard approach ensures that executives continue to focus on the delivery of key milestones that drive long term value and that the Board has the ability to reward these achievements even in times when external factors outside the control of executives may impact shareholder returns. O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 123 Remuneration Report 6 How executive remuneration is reported Executive remuneration is reported in a number of ways throughout this report, differences of which are driven by the following: • Total remuneration package – represents the current remuneration package at stretch target comprising fixed remuneration plus the nominal value of the ESSIP and LTIP at the applicable participating percentage. There was no increase to total fixed remuneration in FY17. Refer to section 7 for further information • Actual remuneration paid – represents the nominal value to the individual and includes fixed remuneration, any cash incentives paid and the nominal value of equity at the time share rights vest - Value received by Executives is subject to performance and share price movement aligned with shareholder value. Refer to the table below for further information. • Statutory remuneration – represents remuneration including share based payments calculated in accordance with Australian Accounting Standards including the fair value attributed to the FY17 ESSIP share component plus one year each of the FY15, FY16 and FY17 LTIP. In FY17, total statutory remuneration is higher than the prior year due to a negative accounting expense for share based payments in FY16. Refer to section 6.2 for further information. 6.1 Actual remuneration paid in FY17 The Board follows a structured process for ensuring that executive remuneration is aligned to shareholder value and stretch targets are set for the incentive plans which are reflective of market conditions and other challenges facing the industry. The nominal value of actual pay realised by executives is reflective of the following: FY17 ESSIP is generally awarded partly as vested rights (minimum 50 up to 100 per cent determined on election) with the balance (0-50 per cent) awarded in cash: • FY17 ESSIP share rights granted at the beginning of the performance period at a face value share price of A$3.759 • FY17 ESSIP vested rights awarded have a nominal value based on A$5.2591 being the five day VWAP at the beginning of FY18. The increase in share price over the respective performance periods has resulted in an increase in equity value to executives in respect to these plans • FY17 ESSIP additional stretch objective was awarded in cash • FY15 LTIP did not vest. The following table shows the nominal remuneration value realised by the individual and includes fixed remuneration, any cash incentives paid and the nominal value of equity at the time the share rights vest or shares are awarded. The following key points should be read in conjunction with the table below: • Mr Pearce did not participate in the FY17 ESSIP • Mr Cernotta’s FY17 ESSIP award represents his pro-rata accrued entitlements paid as a cash payment • Mr Cernotta’s other payment relates to an ex-gratia payment of A$947,596 (inclusive of notice). FY17 ESSIP cash paid (including the FY17 ESSIP additional stretch objective) FY17 A$ Fixed(1) remuneration Nominal value of FY17 ESSIP vested rights FY15 LTIP shares awarded Nominal total remuneration earned in FY17 Other payment N Power E Gaines(2) G Lilleyman(4) S Pearce(6) N Cernotta(8) 2,000,000 2,125,000 1,573,954 459,375(3) 500,000(5) 551,250(7) 554,167(9) 551,250 500,000 - 448,702 -(10) 482,680 - - (1) Fixed remuneration includes cash salary, paid leave and superannuation. (2) Ms Gaines commenced as CFO and Executive Director on 6 February 2017. (3) Pro-rata entitlement. (4) Mr Lilleyman commenced employment on 1 January 2017. (5) Pro-rata entitlement. (6) Mr Pearce ceased employment on 31 December 2016. (7) Pro-rata entitlement. - - - - - - - - - 5,698,954 1,010,625 1,482,680 551,250 947,596 1,950,465 (8) Mr Cernotta ceased employment on 31 January 2017. (9) Pro-rata entitlement. (10) Ms Gaines is eligible to participate in the FY17 ESSIP on a pro-rata basis and has elected to receive a 100 per cent of the FY17 ESSIP in vested rights subject to shareholder approval as detailed in Section 6.3. The non IFRS information included in the table above has not been subject to audit. 124 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT Remuneration Report 6 How executive remuneration is reported (continued) 6.2 Statutory remuneration disclosures for executives Statutory remuneration disclosures are prepared in accordance with Australian Accounting Standards and include share based payments expensed during the financial year, calculated in accordance with AASB 2 Share based payments. The estimated fair value of the short term performance rights was determined using a trinomial option pricing model and the estimated fair value of the long term performance rights was determined using a combination of analytical approaches, binomial tree and Monte-Carlo simulation. The fair value estimation takes into account the exercise price, the effective life of the right, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the effect of additional market conditions, the expected dividend yield, estimated share conversion factor and the risk free interest rate for the term of the right. Statutory remuneration differs significantly from actual remuneration paid to executives due to the accounting treatment of share based payments. For details of remuneration actually paid to the Chief Executive Officer and executives in FY17 refer to section 6.1. Statutory remuneration disclosures for year ending 30 June 2017 • Mr Pearce’s ESSIP and LTIP share rights were forfeited on resignation • Mr Pearce’s other payment relates to accrued annual leave and long service leave entitlements paid out on resignation • Mr Cernotta’s ESSIP and LTIP share rights were forfeited on resignation • Mr Cernotta’s FY17 ESSIP award represents pro-rata accrued entitlements paid as a cash payment • Mr Cernotta’s other payment relates to an ex-gratia payment of A$947,596 (inclusive of notice) and accrued annual leave entitlements paid out on resignation. Short-term employee benefits Post employ- ment benefits End of service Share-based payments Total statutory remuneration ESSIP cash value for 2017 plan year (including the FY17 ESSIP additional stretch objective) FY17 A$ Cash salary and fees Executive Directors Non- monetary benefits Superan- nuation Other payments ESSIP share value LTIP share value Total N Power 1,963,000 2,125,000 403,514 422,973 551,250 - E Gaines1 S Pearce2 Executives 8,528 631 9,883 30,000 12,304 13,900 - - 1,424,582 1,918,947 7,470,057 337,6445 - 1,305,343 283,813 - (447,741) 282,828 G Lilleyman3 481,269 500,000 N Cernotta4 483,590 448,702 - - 15,000 19,904 - 559,838 - 972,123 - (385,809) 1,556,107 1,538,510 1 Ms Gaines commenced as CFO and Executive Director on 6 February 2017. 2 Mr Pearce ceased employment on 31 December 2016. 3 Mr Lilleyman commenced employment on 1 January 2017. 4 Mr Cernotta ceased employment on 31 January 2017. 5 Ms Gaines ESSIP share value is the cash value of share rights that may vest subject to shareholder approval as detailed in Section 6.3. O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 125 Remuneration Report 6 How executive remuneration is reported (continued) 6.2 Statutory remuneration disclosures for executives (continued) Statutory remuneration disclosures for year ending 30 June 2016 • ESSIP cash value payable in respect to FY16 was paid in September 2016 • In FY16, an accounting expense reversal related to ESSIP and LTIP share rights resulted in a reduction in total statutory remuneration compared to the prior year due to: - A partial reversal of share-based payment expense following completion of the three year performance period ended 30 June 2016, and the assessment of performance outcomes of the FY14 LTIP - A partial reversal of share-based payment expense as a result of the estimated vesting outcomes of the FY15 LTIP for the three year period ending 30 June 2017 • FY16 ESSIP and FY14 LTIP awarded to Mr Meurs represents accrued benefits as a pro-rata cash payment • Mr Meurs FY16 ESSIP, FY14 LTIP, FY15 LTIP and FY16 LTIP share rights were forfeited upon his resignation in April 2016 • Mr Meurs’ other payment relates to accrued annual leave and long service leave entitlements paid out on resignation. Short-term employee benefits Post employ- ment benefits End of service Share based payments ESSIP cash value for 2016 plan year FY14 LTIP cash value Cash salary and fees FY16 $A Executive Directors Other incentive payment Non- monetary benefits Superan- nuation Other payment ESSIP share value LTIP share value Other share- based pay- ments Total N Power 1,963,000 1,313,999 - 2,000,000 P Meurs1 233,385 779,983 289,917 - 8,186 3,087 S Pearce 1,067,700 453,127 - 500,000 4,093 30,000 27,500 27,800 Executives N Cernotta 920,000 351,975 - - - 30,000 - 1,118,626 (1,109,672) - 5,324,139 170,193 - (1,316,302) - 187,763 - - 411,095 (446,444) - 2,017,371 349,981 220,640 - 1,872,596 1 Mr Meurs retired 18 April 2016. 6.3 Details of performance grants to executive directors At the 2015 AGM, shareholders approved the maximum number of share rights to be granted to Mr Power without further shareholder approval as shown in the table below. Actual performance rights are granted annually by the board in accordance with the Performance Rights Plan. Mr Power ESSIP share rights LTIP share rights Total Maximum share right grant FY16 to FY18 Share rights granted FY16 to FY18 3,671,425 4,895,232 8,566,657 924,213 2,464,567 3,388,780 126 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT Remuneration Report 6 How executive remuneration is reported (continued) 6.3 Details of performance grants to executive directors Shareholder approval for Ms Gaines Ms Gaines is eligible to participate in the FY17 ESSIP on a pro-rata basis. Generally, the ESSIP is delivered as a minimum of 50 per cent in vested rights (with the ability to elect up to 100 per cent). Under ASX Listing Rule 10.14, the Company requires shareholder approval to issue equity securities to a Director of the Company under an employee incentive plan. Ms Gaines has elected to receive 100 per cent of the FY17 ESSIP in vested rights, subject to shareholder approval. Accordingly, the Company will seek shareholder approval at the 2017 AGM to issue equity securities under the performance rights plan to Ms Gaines as follows: • 89,823 share rights in respect of financial year ended 30 June 2017 in accordance with the ESSIP • 366,865 share rights in respect of the financial year ending 30 June 2018 in accordance with the ESSIP and LTIP. No share rights have been granted and no share rights will be granted to Ms Gaines under the Peformance Rights Plan unless shareholder approval is obtained at the 2017 Annual General Meeting. The issue of share rights to participants will not have a diluting effect on the percentage interest of shareholders holdings if the share rights vest into shares acquired on market. 6.4 Details of share based payments relating to LTIP The following table provides details of the number of share rights granted under the LTIP during the financial years ended 30 June 2015 to 30 June 2017. The value of the rights has been determined using the amount of the grant date fair value. • The estimated fair value of the long term performance rights was determined using a combination of analytical approaches, binomial tree and Monte-Carlo simulation. The fair value estimation takes into account the exercise price, the effective life of the right, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the effect of additional market conditions, the expected dividend yield, estimated share conversion factor and the risk free interest rate for the term of the right • Mr Pearce’s share rights were forfeited upon cessation of employment on 31 December 2016. Mr Pearce was not granted any share rights under the FY17 LTIP • Mr Cernotta’s share rights were forfeited upon cessation of employment on 31 January 2017 • Ms Gaines and Mr Lilleyman commenced during the LTIP performance period and were not granted share rights under the FY17 LTIP. LTIP plan Grant date Performance period No. share rights granted Value per share right granted Value of rights granted at grant date Performance achieved % Vested Forfeited /lapsed N Power S Pearce N Cernotta FY15 9/12/2014 FY16 14/12/2015 FY17 20/09/2016 FY15 9/12/2014 FY16 14/12/2015 FY15 9/12/2014 FY16 14/12/2015 FY17 20/09/2016 1/7/14 to 30/6/17 1/7/15 to 30/6/18 1/7/16 to 30/6/19 1/7/14 to 30/6/17 1/7/15 to 30/6/18 1/7/14 to 30/6/17 1/7/15 to 30/6/18 1/7/16 to 30/6/19 660,837 $2.37 $1,566,184 Nil Nil 660,837 1,666,482 $1.72 $2,866,349 Determined in 2018 798,085 $4.61 $3,679,172 Determined in 2019 242,858 $2.37 $575,573 612,432 $1.72 $1,053,383 209,265 $2.37 $495,958 527,720 $1.72 $907,678 252,727 $4.61 $1,165,071 n/a n/a n/a n/a n/a n/a n/a 242,858 612,432 n/a 209,265 n/a 527,720 n/a 242,727 O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 127 Remuneration Report 7 Executive contract terms Total Remuneration Package and other terms of employment for Executives are formalised in a service agreement. The CEO and Executives are employed on a rolling basis with no specified fixed term. The CEO and Executives are remunerated on a total fixed remuneration (TFR) basis inclusive of superannuation and allowances. There was no remuneration increase or changes in terms in FY17. The major terms of the agreements relating to remuneration are set out in the table below: Maximum ESSIP opportunity Maximum LTIP opportunity Position Executive TFR* (A$) % of TFR A$ % of TFR A$ Nominal value of total remuneration package at maximum opportunity A$ Chief Executive Officer N Power 2,000,000 112.5 2,250,000 Chief Financial Officer E Gaines 1,102,500 Director Operations G Lilleyman 1,000,000 75 75 826,875 750,000 150 100 100 3,000,000 1,102,500 7,250,000 3,031,875 1,000,000 2,750,000 * Total Fixed Remuneration as of 30 June 2017. Reviewed annually by the RNC The FY17 ESSIP additional stretch objective was introduced by the Board for FY17 only and, therefore, does not form part of the maximum ESSIP opportunity on an ongoing basis. Executives are required to provide written notice of three or six months (as specified in their individual service agreement) to terminate their employment. Should executives not provide sufficient notice they will forfeit the monetary equivalent (calculated based on TFR) of any shortfall in the notice period. Termination benefits for KMP comply with the limits set by the Corporations Act 2001 that do not require shareholder approval. 128 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT Remuneration Report 8 Non-Executive Director (NED) remuneration 8.1 NED remuneration policy Fortescue’s policy on NED remuneration requires that NED fees are: • Not ‘at risk’ to reflect the nature of their responsibilities and safeguard their independence • Market competitive with fees set at levels comparable with NED remuneration of comparable companies. 8.2 NED fee pool NEDs receive fees for both Board and Committee membership. The payment of additional fees for serving on a Committee recognises the additional time commitment required by NEDs who serve on a Committee. The maximum aggregate remuneration payable to NEDs is A$2.0 million, which was approved by shareholders at the annual general meeting on 19 November 2010. There have been no changes to the aggregate fee pool since November 2010. The Board reviewed the fees payable to NEDs having regard to commentary, market position and benchmark data provided by Egan Associates. The consideration of NED fees took into account a general increase of 10 per cent, together with the alignment of the relativities in ARMC and RNC fees. The increase in fees does not exceed the shareholder approved total fee cap of A$2.0 million. NED fees (inclusive of superannuation) effective from 1 July 2016 are outlined in the table below: Position Board Chairman* Vice Chair Lead Independent Director Non-Executive Director Audit & Risk Management Committee Chair Audit & Risk Management Committee Member Remuneration & Nomination Committee Chair Remuneration & Nomination Committee Member China Advisory Group Board of Representatives Finance Sub-Committee Member Fee A$ 0 187,000 187,000 154,000 44,000 16,500 44,000 16,500 66,000 6,600 * The Chairman of the Board has elected to forego Directors fees for FY17 and received no form of remuneration in FY17. Non-Executive Directors do not receive retirement benefits, nor do they participate in any incentive programs of the Company. O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 129 Remuneration Report 8 Non-Executive Director (NED) remuneration (continued) 8.2 NED fee pool (continued) The remuneration of Non-Executive Directors for the year ended 30 June 2017 and 30 June 2016 is detailed below: FY17 $A A Forrest O Hegarty1 M Barnaba E Gaines2 C Huiquan G Raby3 S Warburton J Baderschneider J Morris4 P Bingham-Hall5 Base fees Committee fees Other benefits Superannuation Total - 72,831 169,231 83,371 154,000 81,596 139,367 154,000 87,025 87,025 - 6,426 58,591 12,505 - 28,404 51,551 - 10,666 7,466 - - - - - - - - - - - 22,493 23,921 9,817 - - 20,046 - 10,257 9,921 - 101,750 251,743 105,693 154,000 110,000 210,964 154,000 107,948 104,412 1 O Hegarty retired 5 December 2016. ² E Gaines commenced as CFO and Executive Director on 6 February 2017. ³ G Raby retired 5 December 2016. 4 J Morris appointed 16 November 2016. 5 P Bingham-Hall appointed 16 November 2016. FY16 $A A Forrest O Hegarty M Barnaba E Gaines C Huiquan G Raby S Warburton J Baderschneider Base fees Committee fees Other benefits Superannuation Total - 153,846 153,846 126,697 140,000 140,000 126,697 140,000 - 6,787 48,416 19,005 - 60,000 27,150 - - - - - - - - - - 16,866 21,237 15,299 - - 16,154 - - 177,499 223,499 161,001 140,000 200,000 170,001 140,000 NEDs receive fees for both Board and Committee membership. The payment of additional fees for serving on a Committee recognises the additional time commitment required by NEDs who serve on a Committee. 130 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT Remuneration Report 9 Equity instrument disclosures relating to key management personnel 9.1 Share rights The movement during the reporting period in the number of share rights over ordinary shares in the Company held directly, indirectly or beneficially, by each of the KMP, including their related parties is as follows: FY17 Balance at the start of the year Granted1 Exercised / converted Forfeited / lapsed Balance at the end of the year Vested Unvested Not exercisable Directors of Fortescue A Forrest N Power E Gaines3 O Hegarty2 C Huiquan G Raby4 M Barnaba S Warburton J Baderschneider J Morris5 P Bingham-Hall6 - - - - - 3,805,250 1,097,367 (838,181) (639,750) 3,424,686 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (312,593) (1,104,082) - - - - - - - - - - S Pearce7 1,416,675 Other key management personnel of Fortescue G Lilleyman8 N Cernotta9 - 99,761 - - 99,761 934,880 347,500 (195,250) (1,087,130) - - - - - - - - - - - - - - - - - 3,424,686 3,424,686 - - - - - - - - - - - - - - - - - - - - 99,761 99,761 - - 1 Performance rights were granted in accordance with the short term and long term performance rights plans, as disclosed in note 18 of the financial report. 6 P Bingham-Hall appointed 16 November 2016. 7 S Pearce ceased employment 31 December 2016. 2 O Hegarty retired 5 December 2016. 3 E Gaines commenced as CFO and Executive Director on 6 February 2017. 8 G Lilleyman commenced employment on 1 January 2017. 9 N Cernotta ceased employment 31 January 2017. 4 G Raby retired 5 December 2016. 5 J Morris appointed 16 November 2016. FY16 Balance at the start of the year Granted1 Exercised / converted Forfeited / lapsed Balance at the end of the year Vested Unvested Not exercisable Directors of Fortescue A Forrest N Power E Gaines O Hegarty C Huiquan G Raby M Barnaba S Warburton J Baderschneider P Meurs2 S Pearce - - - - - 2,307,503 2,291,413 (714,736) (78,930) 3,805,250 - - - - - - - 877,929 914,358 - - - - - - - - - - - - - - - - - - - - - 842,094 (235,881) (1,484,142) - - - - - - - - 842,094 (304,413) (35,364) 1,416,675 Other key management personnel of Fortescue N Cernotta 287,740 725,615 (66,311) (12,164) 934,880 - - - - - - - - - - - - - - 3,805,250 3,805,250 - - - - - - - - - - - - - - - - 1,416,675 1,416,675 934,800 934,800 1 Performance Rights were granted in accordance with the short term and long term performance rights plans, as disclosed in note 18 of the financial report. 2 P Meurs retired on 18 April 2016. O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 131 Remuneration Report 9 Equity instrument disclosures relating to key management personnel (continued) 9.2 Share holdings (Ordinary Shares) The numbers of shares in the Company held during the financial year by each Director of Fortescue and other key management personnel of the Group, including their related parties, are set out below: FY17 Held at 1 July 2016 Received on conversion of rights Directors of Fortescue Issued Purchases Sales Transfers Other1 1,037,479,247 - - 1,320,753 - 2,526,307 838,181 A Forrest N Power O Hegarty2 C Huiquan G Raby4 M Barnaba E Gaines3 S Warburton 40,000 - 8,000 20,000 50,000 50,750 J Baderschneider 138,000 J Morris5 P Bingham-Hall6 - - S Pearce7 227,305 312,593 Other key management personnel of Fortescue G Lilleyman8 N Cernotta9 - - 50,000 195,250 - - - - - - - - - - - - - - - - - - - - - - 35,000 104 - - (413,250) - - - - - - - - - - - - Held at 30 June 2017 - - 1,038,800,000 2,951,238 (40,000) - (8,000) - - - - - - (540,002) - (245,250) - - - 20,000 50,000 50,750 138,000 - 35,000 - - - - - - - - - - - - - - - - - 1 Negative amounts reflect the result of leaving the Company 5 J Morris appointed 16 November 2016. during the year. 2 O Hegarty retired 5 December 2016. 3 E Gaines commenced as CFO and Executive Director on 6 February 2017. 4 G Raby retired 5 December 2016. 6 P Bingham-Hall appointed 16 November 2016. 7 S Pearce ceased employment 31 December 2016. 8 G Lilleyman commenced employment on 1 January 2017. 9 N Cernotta ceased employment 31 January 2017. Held at 1 July 2015 Received on conversion of rights FY16 Directors of Fortescue Issued Purchases Sales Transfers Other1 1,037,479,247 - 1,811,571 714,736 A Forrest N Power O Hegarty C Huiquan G Raby M Barnaba E Gaines S Warburton 40,000 - 8,000 20,000 50,000 50,750 J Baderschneider 138,000 P Meurs2 S Pearce 26,199,152 107,557 235,881 304,413 Other key management personnel of Fortescue N Cernotta 18,236 66,311 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (16,632,614) 2,500 (187,185) - - - - - - - - - - - - (34,547) - - - - - - - - - - (9,802,419) - - Held at 30 June 2016 1,037,479,247 2,526,307 40,000 - 8,000 20,000 50,000 50,750 138,000 - 227,305 50,000 - - - - - - - - - - - - - - - - 1 Negative amounts reflect the result of leaving the 2 P Meurs retired on 18 April 2016. Company during the year. 132 FORTESCUE METALS GROUP LIMITED I REMUNERATION REPORT CORPORATE DIRECTORY Contact information FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 133 FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 133 Shareholder information As at 31 July 2017 Top 20 holders of ordinary shares Rank Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Minderoo Group Pty Ltd HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Limited Valin Investments (Singapore) Pte Ltd Citicorp Nominees Pty Limited Valin Resources Investments (Singapore) Pte Ltd Emichrome Pty Ltd AMNL Financing Pty Ltd BNP Paribas Noms Pty Ltd The Trust Company Limited National Nominees Limited AMNL Financing Pty Ltd BNP Paribas Nominees Pty Ltd Citicorp Nominees Pty Limited The Minderoo Foundation Pty Ltd Valin Mining Investments (Singapore) Pte Ltd HSBC Custody Nominees (Australia) Limited-Gsco Eca Mr William Graeme Rowley National Nominees Limited Ms Judith Mary Street Substantial shareholders Name Minderoo Group Pty Ltd and John Andrew Forrest Hunan Valin Iron and Steel Group Company Capital Research Global Investors Units 918,806,548 493,664,539 352,009,749 228,007,497 170,399,449 130,776,216 93,045,000 71,365,581 68,485,736 64,968,641 34,280,167 30,365,261 27,279,102 15,078,443 11,310,500 11,161,764 10,464,882 8,244,951 8,119,997 6,826,348 % of issued capital 29.51 15.85 11.30 7.32 5.47 4.20 2.99 2.29 2.20 2.09 1.10 0.98 0.88 0.48 0.36 0.36 0.34 0.26 0.26 0.22 2,754,660,371 88.47 Total shares 1,038,800,000 434,914,118 153,284,038 % of issued capital 33.36 13.97 4.41 Range of shares Range 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Total Total holders 22,412 19,669 4,838 3,640 307 50,866 Units 10,512,774 49,774,106 36,825,549 92,105,631 2,924,580,091 3,113,798,151 % of issued capital 0.34 1.60 1.18 2.96 93.92 100.00 Unmarketable parcels There were 2,164 members holding less than a marketable parcel of shares in the Company. 134 FORTESCUE METALS GROUP LIMITED I CORPORATE DIRECTORY Glossary Aboriginal owned businesses Contractors, joint ventures, sub-contractors or other legal entities owned by Aboriginal people. Australian Accounting Standards Australian Accounting Standards are developed, issued and maintained by the Australian Accounting Standards Board, an Australian Government agency under the Australian Securities and Investments Commission Act 2001. CFR A delivery term that indicates that the shipment price includes the cost of goods, freight costs and marine costs associated with a particular delivery. Chichester Hub Fortescue’s mining hub with two operating iron ore mines, Cloudbreak and Christmas Creek, located in the Pilbara, approximately 250 kilometres south east of Fortescue’s Herb Elliott Port in Port Hedland. AMMA Australian Mines and Metals Association. CID Channel Iron Deposit. ASX Australian Securities Exchange. ASX 100 Resource Index A capitalisation-weighted index which measures the performance of the resources sector of the ASX 100. The index is calculated on an end of day basis. ASX Corporate Governance Principles and Recommendations (Third Edition) Principles and recommendations developed and released by the ASX Corporate Governance Council on the corporate governance practices to be adopted by ASX listed entities and which are designed to promote investor confidence and to assist listed entities to meet shareholder expectations. Beneficiation Beneficiation is a process whereby ore is pulverised into fine particles and the higher grade material is separated, often magnetically, from the gangue (waste). BID Bedded Iron Deposit. bt Billion tonnes. C1 Cost Operating costs of mining, processing, rail and port on a per tonne basis, including allocation of direct administration charges and production overheads. CO2e Carbon dioxide equivalent which is the internationally recognised measure of greenhouse gas emissions. Contractors Non-Fortescue employees, working with the Company to support specific business activities. Corporations Act Corporations Act 2001 of the Commonwealth of Australia. DID Detrital Iron Deposit. Direct employees Total number of employees including permanent, fixed term and part-time. Does not include contractors. dmt Dry metric tonnes. dmtu Dry metric tonne unit. EPA Environmental Protection Authority. Fe The chemical symbol for iron. FIFO Fly-in Fly-out is defined as circumstances of work where the place of work is sufficiently isolated from the worker’s place of residence to make daily commute impractical. Fortescue Fortescue Metals Group Limited (ACN 002 594 872) and its subsidiaries. Fortescue River Gas Pipeline A 270 kilometre gas pipeline which delivers natural gas from the Dampier to Bunbury Pipeline to the main power station in the Solomon Hub. FY Refers to a Financial Year. Gearing Debt / (debt + equity). GJ Gigajoules. GRI The Global Reporting Initiative (GRI) is an international independent organisation which has developed a standard for sustainability reporting and disclosure. Ha Hectares. Hematite An iron ore compound with an average iron ore content of between 57 per cent and 63 per cent Fe. Hematite deposits are typically large, close to the surface and mined via open pits. HSES Health, safety, environment and security. ICMM The International Council on Mining and Metals was established in 2001 to act as a catalyst for performance improvement in the mining and metals industry. Indigenous Land Use Agreements (ILUA) Statutory agreement between a native title group and others about the use of land and waters. O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 135 Glossary Indicated Resource As defined in the JORC Code, that part of a mineral resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed. Inferred Resource As defined in the JORC Code, that part of a mineral resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability. International Financial Reporting Standards International Financial Reporting Standards (IFRS) is a single set of accounting standards, developed and maintained by the IASB with the intention of those standards being capable of being applied on a globally consistent basis. IUCN International Union for Conservation of Nature. Measured Resource As defined in the JORC Code, that part of a mineral resource for which tonnage densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity. mt Million tonnes. mtpa Million tonnes per annum. Net gearing (Debt - cash) / (debt - cash + equity). NGER The National Greenhouse and Energy Reporting (NGER) Scheme was introduced in 2007 to provide data and accounting in relation to Greenhouse Gas emissions and energy consumption and production. The NGER Scheme operates under the National Greenhouse and Energy Reporting Act 2007 (NGER Act). NPAT Net profit after tax. OPF Ore Processing Facility. Pilbara The Pilbara region in the north west of Western Australia. JORC Code The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 or 2012 Edition, as the case may be, each prepared by the Joint Ore Reserves Committee of the Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia, as amended or supplemented from time to time. Key Management Personnel Key Management Personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. Kings CID Fines Fortescue’s stand-alone product produced from Channel Iron Deposit Ore from its Kings mine in the Solomon Hub, with an iron grade of 57.3 per cent Fe. kL Kilolitre. Local supplier Suppliers based in the Pilbara region. LOM Life of Mine, being the number of years over which available reserves will be extracted. m3 Cubic metres. Magnetite An iron ore compound that is typically a lower grade ore than Hematite iron ore because of a lower iron content. Magnetite ore requires significant beneficiation to form a saleable concentrate. After beneficiation, Magnetite ore can be palletised for direct use as a high-grade raw material for steel production. 136 FORTESCUE METALS GROUP LIMITED I CORPORATE DIRECTORY Underlying EBITDA margin Underlying EBITDA / Operating sales revenue. UNGC United Nations Global Compact provides a leadership platform for business that are committed to aligning their strategies and operations with ten universally accepted principles in human rights, labour, environment and anti-corruption. Voluntary employee turnover Permanent and fixed term employees who left Fortescue voluntarily for reasons not initiated by the Company. VTEC Vocational Training and Employment Centre. wmt Wet metric tonnes. WMYAC Wirlu-murra Yindjibarndi Aboriginal Corporation. WTI West Texas Intermediate. Glossary Probable Ore Reserve As defined in the JORC Code, the economically mineable part of an indicated mineral resource, and in some circumstances, a measured mineral resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Proved Ore Reserve As defined in the JORC Code, the economically mineable part of a measured mineral resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Reserves or Ore Reserves As defined in the JORC Code, the economically mineable part of a measured mineral resource and/or an indicated mineral resource. It includes diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves. Where capitalised, this term refers to Fortescue’s estimated reserves. Resources or Mineral Resources As defined in the JORC Code, a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quantity and quality that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories. Where capitalised, this term refers to Fortescue’s estimated Mineral Resources. Rocket Fines A product containing approximately 59 per cent Fe upon shipment and produced by Fortescue from the Chichester Hub. Senior Executive Leadership position title of Director or Group Manager. Solomon Hub A mining hub with two operating iron ore mines, Firetail and Kings. The Hub is located approximately 60 kilometres north of the township of Tom Price and 120 kilometres west of the railway that links the Chichester Hub to Port Hedland. Super Special Fines Fortescue’s flagship iron ore product from the Chichester Hub, with an iron grade of 56.4 per cent Fe. TRIFR Total Recordable Injury Frequently Rate per million man hours worked, comprising lost time injuries, restricted work and medical treatments. Underlying EBITDA Underlying EBITDA is defined as earnings before interest, tax, depreciation and amortisation, exploration, development and other expenses. O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 137 FY17 awards The 2017 financial year was a record breaking year for Fortescue. “ These awards represent hard work and commitment and belong to the whole Fortescue family. I am in the fortunate position to be able to accept awards on behalf of everyone at Fortescue.” CEO, Nev Power FY17 Awards 2017 Western Australian of the Year and Business Award winner • Andrew Forrest AO Officer in the Order of Australia • Andrew Forrest AO AMMA Industry Awards Indigenous Employment and Retention Award Diggers and Dealers Digger of the Year Award WA Industry and Export Awards AIM WA West Business Pinnacle Award Australian Financial Review 2016 Business Leaders Building, Pioneers and Stirrers Award • Nev Power Australian Financial Review • Nev Power, Business Person of the Year BusinessNews Western Australia • Nev Power, Person of the Year Mining Magazine 2016 Editors Award • Fortescue Metals Group as the 2017 Australian of the Year Awards • Andrew Forrest AO FY17 Award Finalist joint recipient, recognised for the Autonomous Haulage System Mining Journal • CEO of the Year S&P Global Platts Metals Awards • Metals Company of the Year for All Round Excellence • Industry Leadership Award – Raw Materials and Mining APAC Insider 2017 • Nev Power, CEO of the Year • Leading Consultants Award – Ones to Watch in Mining Australasian Reporting Awards • Annual Reporting Award – Silver Award Marine Money • East Leasing Deal of the Year Award China Development Bank and Fortescue Metals Group Platts Global Metals Awards • Nev Power, CEO of the Year Australia-China Business Award • Business Excellence Award for Cross-Border Investment Shared Value Project • Corporate Category – Highly Commended Award – Billion Opportunities Thomson Reuters Foundation • Stop Slavery Award Australian Export Awards • Minerals, Energy and Related Services Award 2016 Telstra Western Australian Business Women’s Awards • Jane Macey, Manager 138 FORTESCUE METALS GROUP LIMITED I CORPORATE DIRECTORY FY17 key announcements Timeline September 2016 • Fortescue announces US$700 million repayment of 2019 Term Loan November 2016 • Fortescue completes financing agreement for Fortescue Ore Carriers • Fortescue Annual General Meeting highlights Company performance and commitment to diversity • Fortescue celebrates its first Fortescue Ore Carrier with official naming ceremony in China December 2016 • Debt reduction to continue as Fortescue is recognised as lowest cost seaborne supplier of iron ore into China • Fortescue announces a further US$1.0 billion repayment of 2019 Term Loan • Fortescue celebrates arrival of FMG Nicola in Port Hedland February 2017 • Fortescue reports net profit after tax of US$1.22 billion March 2017 • Fortescue celebrates arrival of FMG Grace in Port Hedland • Fortescue announces US$1.0 billion repayment of 2019 Term Loan • Fortescue and Universities announce China-Australia collaboration on mining sector innovation May 2017 • Successful completion of Unsecured Notes Offering • Improved payment terms to support Pilbara small businesses • Fortescue celebrates arrival of FMG Sophia in Port Hedland June 2017 • Fortescue celebrates arrival of FMG Sydney in Port Hedland • Fortescue VTEC’s first all-female class graduates • Fortescue announces FY18 innovation projects • Fortescue announces A$100 million in new work with four Aboriginal businesses and joint ventures O v e r v i e w a n d F i n a n c i a l R e v i e w a n d M n e r a l i R e s o u r c e s O p e r a t i n g O r e R e s e r v e s R e s p o n s i b i l i t y C o r p o r a t e S o c i a l G o v e r n a n c e F i n a n c i a l R e p o r t R e m u n e r a t i o n R e p o r t C o r p o r a t e D i r e c t o r y FORTESCUE METALS GROUP LIMITED I 2017 ANNUAL REPORT 139 Corporate Directory Contact information Fortescue registered office Australia Level 2, 87 Adelaide Terrace East Perth, WA 6004 T: +61 8 6218 8888 F: +61 8 6218 8880 E: fmgl@fmgl.com.au www.fmgl.com.au Fortescue Shipping office Shanghai, China 33/F East Building, Ellon Business Plaza 555 Pudong Ave, Pudong, Shanghai, P.R China Singapore FMG International, The Central 8 Eu Tong Sen St, 24-91 Singapore O59818 Fortescue VTEC and Community office 1B/2 Byass St South Hedland, WA 6722 T: +61 8 9158 5800 F: +61 8 6218 8880 E: hedlandcommunity@fmgl.com.au www.fmgl.com.au T: +61 8 6218 8888 F: +61 8 6218 8880 E: fmgl@fmgl.com.au www.fmgl.com.au Stock Exchange listings Australian Business Number ABN 57 002 594 872 Auditor PricewaterhouseCoopers Level 15, 125 St Georges Terrace Perth, WA 6000 www.pwc.com.au Securities Exchange listings Fortescue Metals Group Limited shares are listed on the Australian Securities Exchange (ASX) ASX Code: FMG Stay in touch Fortescue Share Registry Link Market Services Limited Level 12 QV1 Building 250 St Georges Terrace Perth, WA 6000 Locked Bag A14 Sydney South, NSW 1235 T: 1300 733 136 (within Australia) T: +61 2 8280 7603 (International) F: +61 2 9287 0309 www.linkmarketservices.com.au Latest news, reports and presentations via email If you would prefer to receive information such as Annual Reports, notices of meetings and announcements via email, you can change your communication preferences on the Registry website: www.linkmarketservices.com.au Twitter @FortescueNews au.linkedin.com/company/fortescue-metals-group www.youtube.com/user/FortescueMetalsGroup Event calendar 2017 Key dates for Fortescue shareholders in 2017. Please note dates are subject to review. Full year results announcement 21 August 2017 Annual General Meeting 8 November 2017 September Quarterly Production Report 26 October 2017 140 FORTESCUE METALS GROUP LIMITED I CORPORATE DIRECTORY Together we are Fortescue THE DREAM BEGINS 2003 2004 S&P/ASX 200 index 2005 Cloudbreak identified 2006 Port Hedland groundbreaking FIRST ORE ON SHIP 2008 2009 27mtpa shipped Christmas Creek expanded 2010 2011 Solomon construction begins 57.5mtpa shipped 2012 155MTPA SUSTAINABLE PRODUCTION 2013 Kings Valley project opened at Solomon 2014 FIRETAIL OPENED AT SOLOMON 80.9mtpa shipped • US$2.9 billion debt repaid in FY16 • 169.4mt shipped in FY16 • Fortescue celebrates arrival of first ore carrier, FMG Nicola into Port Hedland • Fortescue recognised as lowest cost iron ore supplier into China 2015 2016 2017 • Anderson Point Berth 5 completion • Fortescue River Gas Pipeline completion • 500 millionth tonne of ore shipped • 165mtpa shipped sustainable production • Achieved lowest ever TRIFR of 2.9 • 170.4mt shipped in FY17 THE JOURNEY CONTINUES Together we are Fortescue www.fmgl.com.au @FortescueNews

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