Myer Holdings Ltd Annual Report 2018

Plain-text annual report

ANNUAL REPORT 2018Myer Annual Report 2018The 2018 Myer Annual Report reflects the Company’s financial and sustainability performance for the period 30 July 2017 to 28 July 2018. It covers our retail and store support operations in Australia. The Annual Report is prepared for all Myer stakeholders including shareholders, analysts, customers, suppliers, team members, and the wider community. Content is based on ASX financial and governance reporting guidelines, stakeholder feedback, and Myer’s business strategy. Further information is available from myer.com.au.ANNUAL GENERAL MEETINGThe ninth Annual General Meeting of Myer Holdings Limited will be held on Friday 30 November 2018 at 11.00am (Melbourne time). Mural Hall Level 6, Myer Melbourne Store Bourke Street Mall, Melbourne VIC 3000Myer Holdings Limited ABN 14 119 085 6022Chairman’s Report5Meet John King8Year In Review10Sustainability At Myer6Performance ReviewCONTENTS13 Directors’ Report | 24 Auditor’s Independence Declaration | 25 Remuneration Report | 48 Financial Statements86 Directors’ Declaration | 87 Independent Auditor’s Report | 94 Shareholder Information | 96 Corporate Directory1MyerAnnual Report 2018 Myer operates 62 department stores these credits converting into Reward across Australia.Cards on a quarterly basis. For every $1,000 spent at Myer, Members receive With our 11,500+ team members, we are a $20 Reward Card. committed to being Australia’s �avourite department store: providing �riendly, Members can also earn MYER one help�ul service; high quality and exclusive shopping credits at MYER one a�fliates brands; and o��ering compelling value. and on purchases made with the Myer Credit Card. Further details about the Our merchandise o��er includes core MYER one program are available online product categories: Womenswear; at myerone.com.au.Menswear; Childrenswear; Beauty; Homewares; Electrical Goods; Toys; We have a strong background in and General Merchandise.philanthropy and a proud history o� community investment. The organisation The majority o� Myer’s operations has three major �undraising programs. are in Australia and encompass Myer is committed to responsible They are the Myer Community Fund Myer department stores, sass & bide business growth and integrating Precious Metal Ball; point o� sale and Marcs and David Lawrence (MDL). environmental, social and ethical round-up, providing customers with In addition to our Australian operations, considerations into the way we operate. the opportunity to ‘round-up’ their there are sourcing o�fces located in Our sustainability strategy aims to purchase to the nearest dollar; and team China and Hong Kong.maximise the positive outcomes member �undraising activities at Myer and in�uence we can have on our stores, distribution centres and the Myer’s online business is a signifcant stakeholders by integrating all aspects support o�fce.asset that continues to deliver strong o� sustainability into our everyday growth, now representingour third Money raised through these �undraising business operations. For more largest store by sales revenue. programs goes to the Myer Community in�ormation, please see page 10.Fund to help support the important work Our loyalty program, MYER one, has more o� our national and local charity partners than fve million membership cards in in �amily violence prevention, cultural circulation. Members earn Shopping change and victim support.Credits on purchases at Myer, with MYER IS ONE OF AUSTRALIA’S LARGEST DEPARTMENT STORE GROUPS WITH A FOCUS ON PLACING CUSTOMERS FIRST IN EVERY DECISION WE MAKE AND EVERY ACTION WE TAKECOMPANY SNAPSHOT2Myer Annual Report 2018CHAIRMAN’S REPORTIt was a great honour to be appointed as Chairman at the AGM in November 2017. In this role I will continue to strive for a Board that has the right mix of skills and experience, as demonstrated with the Board appointments of Julie Ann Morrison in October 2017 and Lyndsey Cattermole AM in October 2018. A STRENGTHENED EXECUTIVE TEAM FOR THE FUTUREAs a fellow shareholder, I share your disappointment with the Company’s performance during FY2018. As such, the Board made the decisive move to make significant leadership changes.During the year we successfully recruited experienced executives in the critical roles of Chief Executive Officer and Managing Director, Chief Financial Officer and Chief Merchandise Officer.In June this year, John King was appointed as Myer’s new Chief Executive Officer and Managing Director. Through an international search, we sought a retailer with extensive experience and, particularly, department store experience, who understood our product mix and the complexity of our operations. John led the successful transformation at UK department store House of Fraser from 2006 until 2015. Over the course of his tenure, John and his team consistently grew revenues, differentiated the product offering, launched a successful online business, improved EBITDA and reduced debt. John and his team also refurbished more than 70 percent of the property portfolio and implemented a vision, values and culture program.John understands fashion retailing, particularly department stores. He is an excellent executive to lead Myer and I look forward to continuing to work with him to unlock the Company’s significant potential.John has been given a full mandate by the Board to deliver an improvement in the financial performance of the Company. Myer also appointed Allan Winstanley as Chief Merchandise Officer to oversee Merchandise Buying and Planning. Allan’s career spans a number of well-known department store retailers including House of Fraser in the UK, and De Bijenkorf, part of the Selfridges Group.Having previously worked together on the successful turnaround of House of Fraser, John and Allan represent a formidable team, committed to rejuvenating the Myer brand and restoring shareholder confidence and value.We are also delighted to have appointed Nigel Chadwick as Chief Financial Officer in January 2018. Nigel has spent over 20 years in senior finance roles at Spotless, BHP and Telstra, and brings significant experience to the business.With these appointments, Myer bolstered its global retail and financial expertise, bringing best-in-class experience to our executive team.FY2018 RESULTSTotal sales declined by 3.2% to $3,100.6 million, and were down 2.7% on a comparable stores basis. Pleasingly, total online sales reached $239.4 million (including $30.8 million via in-store iPads, sass & bide and MDL online sales and The Myer Market).Operating gross profit (OGP) declined by 2.9% to $1,184.4 million, and OGP margin increased to 38.2%. Cost of doing business (CODB) increased by 1.5% to $1,035.0 million. Excluding MDL, CODB declined by 1.1%.Implementation costs and individually significant items totalled $541.2 million (pre-tax) of which $538.2 million (pre-tax) were recorded as part of the first half results. This included a non-cash impairment charge relating to the Myer goodwill and brand name of $515.3 million (pre-tax) and other asset impairments of $9.2 million (pre-tax).IT HAS BEEN A YEAR OF SIGNIFICANT LEADERSHIP CHANGE AT THE BOARD AND EXECUTIVE LEVEL3MyerAnnual Report 2018 Net proft a�ter tax (NPAT) pre-E�fciency levers:implementation costs and individually Simplifed business processes;signifcant items decreased by 52.2% to $32.5 million. The Board determined E�fcient �rom �actory to customer; andthat no fnal dividend would be paid.Accelerated cost reduction.As part o� the �ull year results John and the team are �ocused on announcement in September, we delivery and execution, not promises. announced that we had signed a binding term sheet with our existing lenders to We are confdent that with the success�ul refnance our banking �acility, extending execution o� this plan, we will pimrove the the �acility until February 2021. This will per�ormance o� the business and deliver Earlier this year, I was pleased to open shareholder value. provide a stable plat�orm �or the next the fnal stage o� the Myer Hobart 2.5 years whilst management work to redevelopment. Throughout the year improve fnancial per�ormance.we have also continued re�urbishment As previously mentioned, Myer’s online works at Castle Hill in New South Wales business is a signifcant asset that and Maroochydore in Queensland, and In September 2018, John King outlined continues to deliver strong growth and completed the re�urbishment o� our our Customer First Plan. John said �rom now represents our third largest store. Eastland store in Victoria. At Eastland day one that he will put customers frst in we have piloted a new in-store concept, During the year we launched The Myer every action he takes and every decision launching a children’s pyla centre, Market, an online li�estyle destination he makes. He is committed to ensuring Monkey Mania. where customers can fnd a curated Myer is Australia’s �avourite department range o� new brands �rom diverse sellers, store by providing �riendly, help�ul with a �ocus on home and entertainment.service, high quality and exclusive brands, In putting customers frst, we have and o��ering compelling value.Our new Myer website has signifcantly redefned our events program. enhanced the overall user experience, The Customer First Plan is as �ollows:Our new season �ashion shows in March particularly on mobile devices. It has Focus areas:an improved and �aster search, clearer and August �ocused on in-store runways, giving customers the opportunity to fltering and navigation, improved Trans�orm customer experience presentation o� merchandise and more purchase tickets to attend, and inviting in store;engaging brand and editorial journeys.key MYER one Members as a reward �or their loyalty. These events have allowed ‘Only at Myer’ brands and categories; value �or money; andus to create new customer experiences, bringing theatre back into our stores.Continue enhancing myer.com.au.RETAILONLINEPUTTING CUSTOMERS FIRSTCUSTOMER FOCUSED EVENTS >>>>>>We recently launched a signifcantly enhanced customers a step change in search capability and overall user experience.website to deliver Garry Hounsell Chairman 4MyerAnnual Report 2018 Myer remains the exclusive �ashion approved a reduction in �ees to the I strongly believe that your interests as partner o� the Victoria Racing Club Chairman and Non-Executive Directors, shareholders will be well served with and the Melbourne Cup Carnival, and to be in line with companies o� a similar John King at the helm and with our continues to have naming rights o� the size. To ensure Non-Executive Directors experienced executive team, who are prestigious Myer Fashions on the Field are better aligned with the long term supported by a Board that is con�ict �ree National Competition.interests o� shareholders, the Board and strongly aligned with shareholders.introduced a shareholding policy whereby Whilst this year we made the decision to Thank you �or your ongoing support each Non-Executive Director targets the reduce our corporate hospitality spend, o� the Myer Board and our plans purchase o� a shareholding that is the we will continue to build and enhance to put customers frst and deliver equivalent o� a minimum o� one year’s our on-track activation, including Myer shareholder value. directors’ �ees within three years.Fashions on the Field, as well as hosting Yours sincerely, events �or our most loyal customers.It is important that we have a remuneration �ramework that �ocuses on improving the per�ormance o� the business and delivering shareholder value. Myer has a longstanding history o� local community support and engagement. The contract terms �or John King provide ChairmanThis has continued with the 14th Myer a clear demonstration o� the importance Community Fund Precious Metal Ball. we are placing on aligning remuneration The principal benefciary o� the ball with shareholder outcomes through this year was White Ribbon Australia.immediate share ownership, and a total remuneration package that is heavily weighted towards long-term fnancial and share price per�ormance. On the back o� receiving strong support Our �ocus must remain on incentivising �rom institutional investors and proxy management �or material growth in advisors on the 2017 Remuneration earnings and delivering shareholder value.Report, the Board continued to engage with stakeholders around the appropateess o� the executive rinincentive �ramework. In our ongoing The success o� our Company will be conversations, the Board maintains �ocus in�uenced by the strength o� our on aligning remuneration practice with leadership team and organisational the interests o� shareholders. The Board capability. COMMUNITYALIGNING REMUNERATION WITH SHAREHOLDERS’ INTERESTTHANK YOUGARRY HOUNSELL 5MyerAnnual Report 2018 A STRONG TEAM FOR THE FUTUREI joined Myer on 4 June 2018, visiting the I know that Myer holds a special place in team at the Doncaster store on my frst Australian retailing and that this position day and hitting the selling �oor to meet has shi�ted in recent times.our customers.I am confdent that with the success�ul I am spending at least two days every execution o� our Customer First week in stores. Since I joined, I have Plan, we will improve the fnancial been speaking to as many customers as per�ormance o� the business and possible, hearing their views and those deliver shareholder value. o� our team members, brand partners, Importantly, we can rebuild pride, suppliers and landlords.confdence and relevance in Myer.We have to put the customer frst in I strongly believe Myer’s best days are every decision we make and every action ahead and I look �orward to a year o� we take. This has been my absolute �ocus delivery, not promises.in all o� my retail roles, and it is also my �ocus at Myer. With Myer team members, brand partners and suppliers, I am ensuring that we are providing customers with the service, brands and products they want, and expect, whether that be CEO and Managing Directorin-store or online.Chie� Financial O�fcerChie� Merchandise O�fcerNigel was appointed Chie� Financial O�fcer in January 2018. Allan was appointed Chie� Merchandise O�fcer in June 2018. Nigel’s distinguished career began with Price Waterhouse Allan previously worked with John King at House o� Fraser (now PwC) in the United Kingdom be�ore moving to Australia. in the UK between 2006 and 2014, where they were part Nigel then held various senior fnance roles at Telstra be�ore o� the store’s success�ul turnaround. Allan’s career history moving to BHP Billiton in 2002 as Group Financial Controller spans a number o� well-known department store retailers. and then Group Treasurer. Prior to joining Myer, Nigel’s most Most recently Allan served in a senior apparel role at Sears recent role was as CFO o� Spotless Group.and Kmart in the USA, as well as over 20 years in the UK with House o� Fraser, De Bijenkor� (part o� the Sel�ridges Group), and Moss Bros Group.JOHN KING NIGEL CHADWICK ALLAN WINSTANLEY PUTTING THE CUSTOMER FIRST IN EVERY DECISION WE MAKE AND EVERY ACTION WE TAKE. WE ARE FOCUSED ON DELIVERY, NOT PROMISESJohn King CEO and Managing Director6Myer Annual Report 2018PERFORMANCE REVIEWSUBDUED SALES WERE PARTLY OFFSET BY CONTINUED GROWTH IN ONLINE. LOWER NET DEBT DEMONSTRATES CAPITAL DISCIPLINESUSTAINABILITY5.4Lost time injury frequency rate (LTIFR)56.9% Senior managers are female100%New suppliers agreed to ethical sourcing policySALESTotal sales declined by 3.2% to $3,100.6 million, and were down 2.7% on a comparable store basis. Total online sales were $239.4 million (including $30.8 million via in-store iPads, sass & bide and MDL online sales and The Myer Market).OPERATING GROSS PROFITOperating gross profit declined by 2.9% to $1,184.4 million and OGP margin increased to 38.2%. Cost of Doing Business increased by 1.5% to $1,035.0 million. Excluding MDL, CODB declined by 1.1%.NPATNPAT pre-implementation costs and individually significant items decreased by 52.2% to $32.5 million. Implementation costs and individually significant items totalled $541.2 million (pre-tax) of which $538.2 million (pre-tax) were recorded as part of the first half results. Statutory NPAT was a loss of $486.0 million. The Board determined that no final dividend payment would be paid.CASH FLOW AND BALANCE SHEETOperating cash flow (before interest and tax) was $131 million with cash conversion at 97% and capex of $87 million. Positive net cash flow of $6 million resulted in lower net debt of $107 million. Inventory was down by 1.5% to $366.8 million.DEBT REFINANCINGIn September the Company announced that it had signed a binding term sheet with its existing lenders to refinance its bank facility, extending the maturity until February 2021. This will provide a stable platform for the next 2.5 years whilst management work to improve the financial performance. The terms of the new secured facility initially provides core and working capital tranches totalling $400 million, creating ample liquidity, and relaxed covenant conditions with Fixed Charges Cover Ratio of 1.40 times and minimum Shareholders’ Equity of $400 million. The Fixed Charges Cover Ratio covenant will step up to 1.45 times after six months, then to 1.50 times after 18 months. Myer will also be required to meet a Fixed Charges Cover Ratio of at least 1.65 times prior to paying dividends. As at the end of FY2018, the Fixed Charges Cover Ratio was 1.59 times.7MyerAnnual Report 2018 TOTAL SALES ($B)NET PROFIT AFTER TAX ($M)*OPERATING GROSS PROFIT MARGIN (%)EARNINGS PER SHARE (CENTS)*3.13.23.33.23.120182017201620152014201820182017201720162016201520152014201438.238.138.740.440.932.567.969.377.598.5201820172016201520144.08.38.813.216.860%Waste recycling rate7.4%$3.3mTotal sales3,100.63,201.9(3.2%)Operating gross proft1,184.41,220.4(2.9%)Cost o� doing business(1,035.0)(1,019.8)1.5%Share o� associates-(2.5)nm**Earnings be�ore interest, tax,depreciation, amortisation (EBI TDA)* 149.4198.1(24.6%)Earnings be�ore interest and tax (EBIT)*55.4106.6(48.0%)Net proft a�ter tax (NPAT)*32.567.9(52.2%)Implementation costs and individually signifcant items (post-tax) (518.5)(56.0)nm**Statutory NPAT86.0)(411.9nm*** Excludes implementation costs and individually signifcant items ** Not meaning�ulReduction in Total cash equivalent greenhouse gas contribution to charity emissionspartnersFINANCIAL SUMMARY ($M)FY2018FY2017ChangeOperating gross proft margin38.20%38.12%+8bps8Myer Annual Report 2018Our investment in stores and experiences continued throughout the year with the opening of the second stage of our Hobart store redevelopment, the launch of a new children’s play centre at Eastland in Victoria, and the introduction of new hair and beauty services in key locations in Melbourne and Sydney. We have also continued to introduce new cafés and refurbish our existing food offerings. STORE PORTFOLIOWe continue to improve productivity across our store portfolio. In March 2018 we closed the Colonnades store in South Australia and successfully negotiated a closure date for our Logan store in Queensland ahead of the lease expiry. In April 2018, the second and final stage of our Hobart store redevelopment opened for trade. The store now offers 12,500 square metres of selling space across five floors, showcasing fashion, homewares and entertainment, and a range of new brands.Refurbishment works were also completed during June at Eastland in Victoria, delivering a fresh, tailored offer for our customers and coinciding with the launch of the Monkey Mania children’s play centre. Refurbishment of the Blacktown store was completed in November 2017 and works at Castle Hill in New South Wales and at Maroochydore in Queensland continue. Both are scheduled to be completed prior to the commencement of the 2018 Christmas trading period.DIGITALThroughout the year we have continued work to improve the customer’s digital shopping experience, which culminated in the launch of the new Myer website in October 2018. The significantly enhanced site offers a much improved customer experience, in particular on mobile devices, offering a faster search capability, clearer filtering and navigation, improved merchandise presentation and more engaging brand and editorial journeys. IN-STORE SERVICESOur café operations at North Lakes in Queensland, and Sydney City, Macquarie and Penrith in New South Wales, were refurbished, providing customers with updated on-trend environments and new menus tailored to each location. Prior to Christmas 2017 we launched HAIR.DO in our Melbourne and Southland stores in Victoria, offering blow dry and hair styling services. This was in addition to opening barbers in both our Melbourne and Sydney City stores. Both services are operated by popular hairdresser Joey Scandizzo.NEW EXPERIENCESOur Eastland store was chosen as the location for our first children’s play centre, reflecting the local customer demographic, which includes many young families. Created in partnership with Monkey Mania, a market leader in children’s entertainment play centres in New South Wales, the centre offers families with children between the ages of 1 to 12 a state of the art entertainment facility featuring a wide variety of play equipment, a café and a dedicated children’s party event space. The centre compliments adjacent departments, creating a children’s zone across the whole floor.WE CONTINUE TO INVEST IN OUR STORES AND CUSTOMER EXPERIENCESYEAR IN REVIEW9MyerAnnual Report 2018 INDUSTRY RECOGNITIONTEAM MEMBER COMMUNICATIONMERCHANDISE OPERATIONSIn a challenging retail environment, we In August 2017 we also won the ‘2017 were pleased to be awarded the 2017 People’s Choice Award’ presented by ‘Department Store o� the Year’ by Roy the Australian Retailers Association, an Morgan Research. award based on customer satis�action surveys, independent research This win marks the third consecutive and mystery shoppgin conducted year that Myer has won this award. Myer by The Realise Group.has been awarded ‘Department Store o� the Year’ in fve o� the last seven years. In March 2018, MyMetrics was enhanced with the introduction o� a reward and recognition �unction. Store team members are awarded points based on per�ormance metrics or incentives, and similar to the MYER one program, team members receive a $20 Myer Gi�t Card �or every 2,000 points they earn. Gi�t Cards are automatically distributed securely via a digital wallet when each 2,000 point threshold is met.Further enhancements are planned �or deployment prior to Christmas 2018 that will provide team members with greater access to product knowledge and We have also become the frst retailer communication, increasing their ability in Australia to deliver a new size profle Myer continues to invest in its most to provide the best possible customer optimisation tool which provides our valuable asset, its 11,500+ team members. experience.customers with more o� the right sized In October 2017 the business launched stock in store. We look �orward to building a new mobile store team member on this solid plat�orm, with �urther communication App called MyMetrics. This year we launched a new merchandise enhancements to our merchandise The App provides store team members systems and processes to improve stock planning system, enabling signifcant with access to their individual key selling e�fciency, standardisation and availability �or key products and help us metrics, customer �eedback, online simplifcation in our merchandise deliver more localised product o��erings �ulflment per�ormance and individual fnancial planning, store budgeting and tailored to our customers based on store per�ormance reviews.location, climate and demographics. product strategy development processes. These tools have enabled us to manage stock and purchases more accurately across our stores and spend more time developing �orward looking product strategies aligned to customer trends. Our merchants are time combining their customer, market and product knowledge with enhanced data driven new systems to make decisions. now spending more insights provided by our more informed ranging 10Myer Annual Report 2018OUR SUSTAINABILITY STRATEGY HAS FIVE FOCUS AREAS: CUSTOMERTEAMENVIRONMENTCOMMUNITYBUSINESSEach of these five focus areas are supported by relevant metrics to enable us to measure our performance. CUSTOMERMyer continues to build our strategic focus based upon our customers’ priorities and expectations. This year we have again increased the time and resources dedicated to listening to our customers and ensuring their perspective is central to our business decisions.Our customer feedback program has been implemented across all stores and our website and is providing ongoing feedback from our customers about all elements of the shopping experience such as product range, value, customer service and ease of shopping. This feedback is revealing insights that enable us to identify and address areas that customers consider most important. This year we have supplemented this ongoing quantitative measurement of customer feedback with a series of customer focus groups. This series of listening sessions provided a qualitative deep dive into the key issues and concerns raised by our customers to enable us to tighten our focus even further onto the things that matter most to our customers.TEAMAt Myer, we understand the value of diversity and inclusion. Myer aspires to create a diverse and inclusive workplace to reflect the diversity of our customers and our community, to enable all team members and people leaders to reach their full potential and to contribute to Myer’s commercial success. Myer’s recently endorsed Diversity and Inclusion Policy sets out our principles and outlines the organisation’s approach to creating and maintaining an inclusive and collaborative workplace. The business focuses on three inclusion priorities being cultural diversity, LGBTI inclusion and female representation at senior leadership levels. The Group’s workforce composition at financial year end was 80.4 percent female, with 56.9 percent of leadership roles and 42.9 percent of our Non-Executive Directors being female. Myer monitors progress in female representation through measurable objectives in terms of succession planning, parental leave and leadership development.Myer is focused on strengthening the organisation through many of its diversity and inclusion initiatives. Throughout the year, we have delivered a range of initiatives including participation in the Diversity Council Australia’s (DCA) inaugural Workplace Inclusion Survey, rolling out flexible work options at the support office, facilitating unconscious bias education, trialling cultural awareness tools, partnering with Pride in Diversity, celebrating key events such as National Carer’s Week and delivering the Myer Academy diversity masterclass series.MYER IS COMMITTED TO BUILDING A SOCIALLY RESPONSIBLE BUSINESS THAT INTEGRATES SUSTAINABILITY INTO EVERYDAY BUSINESS PRACTICESSUSTAINABILITY AT MYER11MyerAnnual Report 2018 The sa�ety o� our team members and reporting streams to assist with earlier customers is a priority �or Myer. In FY2018 detection o� energy waste, investigation Myer has a proud history o� community we continued to invest in sa�ety through and ongoing measurement.investment. Giving back strongly aligns the development and implementation Myer’s total energy use �or the year with the values o� our team members, o� new online sa�ety training, tagreting reduced by 5 percent to 598 GJ, resulting customers and suppliers. As a national all new and existing team members. This in 135,738 tonnes o� carbon dioxide retailer, the organisation has a unique investment re�ects the commitment to equivalent greenhouse gas emissions opportunity to make a positive social building team member sa�ety competency which is a reduction o� 7.4 percent impact by enabling team members, �rom the moment they join the business �rom FY2017. The energy intensity o� our suppliers and customers to contribute and annually re�reshing all team members business �urther reduced by 6 percent to addressing pressing social issues. on the importance o� sa�ety to drive a on the FY2017 result.Myer’s community investment and positive sa�ety culture and demonstrate partnerships are aligned with the theme Myer’s commitment to sa�ety. Importantly Myer continues to be a signatory to the ‘empowering and supporting women; we want to ensure our team have the skills Australian Packaging Covenant, which is strengthening �amilies’. and knowledge to keep them sa�e at work. an initiative that encourages businesses The new training has been completed to design more sustainable packaging in by over 90 percent o� team members order to reduce manu�acturing impacts in FY2018. Our sa�ety per�ormance on the environment and increase continues to improve and in FY2018 we recycling rates, as well as reduce �urther reduced our Lost Time Injury packaging litter.Frequency Rate (LTIFR).In FY2018 the organisation’s total waste generation �ell by approximately 10 percent which was driven primarily Energy usage and associated by an overall reduction in waste sent greenhouse gas emissions continues to landfll, while sustaining e��ective to be a �ocus area with regard toour re-use systems including cardboard, environmental impact. clear �exible plastics, apparel hangers, Over the last fve years we set out to damaged and unsold stock, timber pallets and security tags.reduce energy intensity by 10 to 15 percent and we are pleased to report that the The Myer Community Fund organisation has exceeded this target Precious Metal Ball is now in its as o� FY2018 with an overall baseline Myer bags are made �rom low density 14th year. The 2018 ball generated improvement o� 18% since FY2013.polyethylene and can be used again and revenue in excess o� $1 million again. This includes the in-store point o� which was raised through fnancial Our ongoing strategy continues to sale bags and satchels �or online orders. and product contributions made include �undamental activities that have on the night. The ball plays host to produced success thus �ar, including Once multiuse bags are no longer ft �or approximately 1,000 guests �rom awareness o� our energy use and use, they can be recycled by dropping the retail, business and �ashion improved control such as behavioural them o�� at any REDcycle collection point. industries, and this year �eatured and equipment optimisation measures. special guests Jenni�er Hawkins We have also implemented improved and Myer Ambassador, Kris Smith. Facilitated �undraising Total cash equivalent Direct time, cash �rom customers, contribution to and goodssuppliers and team charity partnersmembersCOMMUNITYENVIRONMENTPRECIOUS METAL BALLMYER BAGS$1.6m$3.3m$1.7m12Myer Annual Report 2018In FY2018 the organisation worked primarily with its national partners White Ribbon Australia, Global Sisters and The Salvation Army to reduce family violence and its impacts. The organisation has three major fundraising programs. They are the Myer Community Fund Precious Metal Ball; point of sale round-up, providing customers with the opportunity to ‘round-up’ their purchase to the nearest dollar; and team member fundraising activities at every Myer store, distribution centre and the support office.Money raised through these fundraising programs goes to the Myer Community Fund to help support the important work of our national and local charity partners in family violence prevention, cultural change and victim support.HOBART WOMEN’S SHELTERThe creation of a toy library at the Hobart Women’s Shelter has provided a space where children can engage, reconnect and develop key social and emotional skills in a time of crisis. Children often arrive with few or no possessions and through its partnership with Myer Hobart and a grant from the Myer Community Fund, up to 230 children each year now have toys they can borrow and spaces where they can play to help them feel more secure.BUSINESSMyer is committed to the highest levels of integrity and ethics in our business operations and interactions with stakeholders. We implement this commitment through our Code of Conduct, team member training and whistle blower programs. Team members are required to acknowledge acceptance of the Code of Conduct prior to commencing work, and all salaried team members are required to refresh their Code of Conduct training annually.Myer is committed to sourcing products in a responsible manner and integrating an effective and sustainable supply chain within our business and with our business partners. Business partners are required to meet global standards on human rights, workplace safety, environment and ethical business practices. Myer’s Ethical Sourcing Policy prohibits the use of forced or slave labour and child labour, the exploitation or unfair treatment of workers and acts of bribery. The policy also requires business partners to ensure that workers are treated with respect, paid fairly and work in safe and hygienic conditions.Myer currently sources from several countries including China, India, Italy, Bangladesh and Vietnam. Sourcing products from these countries creates mutual economic benefits as well as allowing our merchandise teams to provide affordable products to consumers.Myer continues to work with its business partners to improve their ethical sourcing procedures and ensure compliance with our Ethical Sourcing Policy. In FY2018 our focus areas included existing vendor re-certification as well as building stronger relationships and improving transparency with Myer’s Australian-based sourcing suppliers.In FY2018, we completed audit reviews of 230 business partners (348 factory audits) within our Myer Exclusive Brand network. Our review identified no zero tolerance issues and 86 high risk issues, which primarily related to excessive overtime hours and the need for safety improvements. Myer is committed to continuing its working relationships with the factories to address high risk issues.SUSTAINABILITY PERFORMANCE AND TARGETSFocus areaKey measureFY2016 PerformanceFY2017 PerformanceFY2018 PerformanceFY2019 TargetCustomerNet Promoter ScoreAchievedTarget not metAchieved ●ImprovementTeamDiversity and inclusion (% female senior managers)495157●≥50Workplace safety (LTIFR)6.05.85.4●<5.3CommunityDirect community contribution (% EBIT)1.61.43.0●>0.5EnvironmentGreenhouse gas emissions reduction (%)5.97.77.4●≥1.0Energy intensity (kJ/m2.opening hour)169.3166.6156.5●≤156.0Recycling rate (%)605760●≥60BusinessNew suppliers agreed to Ethical Sourcing Policy (%)100100100●100Code of Conduct training (% of required team members trained)87.085.982.5●≥80.0● Improved / met target ● Did not reach targetNote: Previous financial year targets are available in Myer Annual Reports available on our Investor Centre website.13MyerAnnual Report 2018 DIRECTORS’ REPORT Your directors present their report on the consolidated entity consisting of Myer Holdings Limited ABN 14 119 085 602 (the or ) and the entities it controlled (collectively referred to as the ) at the end of, or durgin the financial period ended 28July2018.The following persons were directors of the Company during the financial period and/or up tothe date of this Directors’ Report: Garry Hounsell*Independent non-executive director20 September 2017Deputy Chairman from 20 September 2017Chairman from 24 November 2017and from 4 June 2018Executive Chairman from 14 February 2018 to 3 June 2018John KingCEO and Managing Director4 June 2018Anne BrennanIndependent non-executive director16 September 2009Ian CornellIndependent non-executive director6 February 2014Chris FroggattIndependent non-executive director9December 2010Julie Ann Morrison*Independent non-executive director17 October 2017JoAnne StephensonIndependent non-executive director28 November 2016Bob ThornIndependent non-executive director6 February 2014Dave WhittleIndependentnon-executive director30 November 2015Paul McClintock AO Chairman from 10 October 2012 8 August 2012Independent non-executive directorRichard UmbersCEO and Managing Director2 March 2015*As part of approving this Directors’ Report,the Board (other than the relevant director) determined that these directors hadresumed being independent. Paul McClintock AO and Anne Brennan each retired from the Board with effect from 24 November 2017. Richard Umbers stepped down from his role as Chief Executive Officer and Managing Director on 14 February 2018. All directors other than Mr Hounsell,Mr King, Ms Brennan, Ms Morrison, Mr McClintock AO and Mr Umbers served as directors of the Company for the whole financial period and until the date of this Directors’ Report. Details of the qualifications, experience, and special responsibilities of each current director are as follows.Independent Non-Executive DirectorMember of the Board since 4 June 2018John was appointed CEO & Managing Director in June 2018. In Member of the Board since 20 September 2017this role, John has overall accountability for Myer financial Chairman from24 November 2017and from 4 June 2018performance and strategy and will oversee the refocusing of the Myer business. John brings to the role more than 30 years’ retail Executive Chairman from 14 February 2018 to 3 June 2018experience in merchandising and management roles across a variety of retail sectors, including department stores, value retail Chairman –Nomination Committeeand wholesale apparel.Member –Human Resources and Remuneration Most recently John King led the successful turnaround of House Committeeof Fraser from 2006 -2015. During his tenure he improved the Garry has been Chairman of Spotless Holdings Limited, product differentiation, decreased debt, improved EBITDA and PanAust Limited and eMitch Limited and Deputy Chairman of repositioned the business as one of the leading premium Mitchell Communications Group Limited. He has also been a department stores in the UK.Director of Qantas Airways Limited, Orica Limited, Nufarm He has also successfully led Matalan from 2003 -2006, an Limited, Integral Diagnostics Limited and Dulux Group Limited. apparel and housewares retailer based in the UK. In this role, Garry was also a Director of the Burnet Institute Limited andJohn launched new brands, opened 20 new stores and Methodist Ladies’ College Limited. He was an Advisory Board successfully sold the company back to the founder. He started member of PanAust Limited and Rothschild Australia Limited.his career at Sainsbury’s and also worked for Marks & Spencer Garry is a former Chief Executive Officer and Country Managing before taking senior roles in the manufacturing and wholesale Partner of Arthur Andersen and a Senior Partner of Ernst & sector in the UK andthe USA.Young. He is a Fellow of Australian Institute of Company Directors and a Fellow of Chartered Accountants Australia and New Zealand. Garry resides in Victoria.Garry is the Chairman of Helloworld Travel Limited and a Director of Treasury Wine Estates Limited. He is also a Director of Commonwealth Superannuation Corporation Limited.CompanyMyerGroupDirectorPositionDate appointedGARRY HOUNSELLJOHN KINGChairmanChief Executive Officer & Managing Director1. DIRECTORS •••••••Other current directorships14MyerAnnual Report 2018 DIRECTORS’ REPORT Continued IAN CORNELLJULIE ANN MORRISONIndependentNon-Executive DirectorIndependent Non-Executive DirectorCHRIS FROGGATTIndependent Non-Executive DirectorJOANNE STEPHENSONIndependent Non-Executive Director••••••••••••Member of the Board since 6 February 2014Member of the Board since 17 October 2017Chairman –Human Resources and Remuneration Member–Nomination CommitteeCommitteeJulie Ann has over 30 years’ retail experience in brands, fashion and cosmetics from the sales floor through to buying, marketing, Member –Nomination CommitteeHR and as a managing director. Ian has extensive experience in the retail industry across a number of senior retail roles, including 11 years at Westfield. She was the Managing Director of Bulgari UK (2012 to 2014) During his time at Westfield, Ian was Head of Human Resources concurrent with being the Managing Director of Bulgari Australia for seven years and also responsible for retailing relationships in (2007 to 2014), part of the LVMH Group. She was also the Australia and New Zealand. He also spent three years as the Managing Director of FJB Australia, the then largest luxury Head of Management and Marketing for Westfield's shopping goods company in Australia, which had franchise rights for brands including Gucci, Guess, Moschino, Lanvin and Fendi in centres in Australia and New Zealand and has extensive South East Asia and Australia. While at FJB, she established experience in large scale retail operations and responding to and headed up an international licensingbusiness for local and changing consumer trends. Prior to joining Westfield, Ian was US brands overseeing offices in Italy and New York with chairman and CEO of supermarket chain, Franklins, and earlier spent 22 years at Woolworths, including his role as Chief production in China. Julie Ann was a finalist in the BRW/Qantas General Manager Supermarkets. Ian has previously been a Business Woman of the Year and went on to establish a director of Goodman Fielder Limited. Ian is also a Fellow of the management consulting business specialising in retail and Institute of Management, a Fellow of the Human Resources brands. She holds a Master of Arts, Creative Media from RMIT Institute, a member of the Institute of Company Directors, and a University and a Diploma of Arts, RMIT University. She has been a member of the Institute of Directors (UK) and is currently graduate of the Advanced Management Programme at Harvard. Ian resides in New South Wales.a member of the Australian Institute of Company Directors. From February 2017 to June 2018, Julie Ann was Non-Executive Chair of Myer subsidiary boards overseeing the sass Ian is the Non-Executive Chairman of Baby Bunting Group & bide, Marcs and David Lawrence brands where she set brand Limited and a Non-Executive Director of Inglis Bloodstock, as and business strategies. In June 2018 she handed responsibility well as of the PKD Foundation of Australia, a charitable for overseeing these brands to the incoming CEO, John King.foundation raising funds for medical research into kidney Julie Ann is an advisory board member and consultant to Carla disease.Zampatti Pty Ltd (including the Carla Zampatti and Bianca Spender brands) and a fashion business advisor to the not-for-profit Sherman Centre for Culture and Ideas. Julie Ann also consults on projects specialising in fashion, retail, brands and Member of the Board since 9 December 2010the arts. Julie Ann resides in Victoria.Member –Human Resources and Remuneration CommitteeMember –Nomination CommitteeMember of the Board since 28 November 2016Chris has a broad industry background, including experience in Chairman –Audit, Finance and Risk Committeeconsumer branded products, retailing, and hospitality across numerous industries such as beverages, food, and Member –Human Resources and Remuneration confectionery. She has more than 20 years’ executive Committeeexperience as a human resources specialist in leading international companies including Brambles Industries, Member –Nomination CommitteeWhitbread Group, Mars, Diageo, and Unilever NV.JoAnne has extensive experience spanning over 25 years Chris has served on the boards of Britvic, Sports Direct across a range of industries. JoAnne was previously a senior International, and Goodman Fielder Limited; as well as being a client partner in the Advisory division at KPMG and has key director of the Australian Chamber Orchestra and the Australian strengths in finance, accounting, risk management and Chamber Orchestra Instrument Fund, and as an independent governance. JoAnne holds a Bachelor of Commerce and trustee director of Berkeley Square Pension Trustee Company Bachelor of Laws (Honours) from The University of Queensland. Limited.She is also a member of both the Australian Institute of Company Directors andThe Institute of Chartered Accountants Chris holds a Bachelor of Arts (Honours) in English Literature in Australia. JoAnne resides in Victoria.from the University of Leeds (United Kingdom). Chris is a Fellow of the Chartered Institute of Personnel Development, and a member of the Australian Institute of Company Directors. Chris JoAnne is also an Independent Non-Executive Director of resides in New South Wales.Challenger Limited, AsaleoCare Limited and Japara Healthcare Limited. She is also Chair of the Audit and Risk Committee of the Department of Health and Human Services (Victoria), the Victorian Major Transport Infrastructure Board and the Melbourne Chamber Orchestra.Other current directorshipsOther current directorships15MyerAnnual Report 2018 DIRECTORS’ REPORT Continued BOB THORNDAVE WHITTLEIndependent Non-Executive DirectorIndependent Non-Executive DirectorDirectorListed entityPeriod directorship held••••••Member of the Board since 6 February 2014Member of the Board since 30 November 2015Member –Audit, Finance and Risk CommitteeMember –Audit, Finance and Risk CommitteeMember –Nomination CommitteeMember –Nomination CommitteeBob brings considerable general business and senior retail Dave has considerable brand, data, technology, omni-channel management experience to Myer from 13 years at Super Retail retail and digital transformation experience. Over the last Group; nine of those years in the role of ManagingDirector. 4years Dave has led Lexer, aglobal data analytics company During his time at the company, Bob drove Australia and New helping enterprise clients genuinely understand and engage Zealand expansions and led the creation of the Boating their customers. Previously, Dave spent 10 years with global Camping Fishing (BCF) business, the market leader in camping advertising group M&C Saatchi in a number of local and and leisure.international leadership roles, culminating in three years as Managing Director in Australia. Prior to joining M&C Saatchi, Prior to Bob's 13 years with Super Retail Group, he was General Dave was the first employee of a marketing services group that Manager at Lincraft, and held senior roles at other major built four digital service and software businesses. Dave has a retailers including nine years with David Jones. Bob has also Bachelor of Arts and a Bachelor of Commerce from Deakin been the chairman of Cutting Edge, and a director at WOW University. Dave resides in New South Wales.Sight andSound, Cha irman of MotorCycle Holdings Limited and Babies Galore. He was also a board member of Unity Water.Bob is a member of the Australian Institute of Company Dave is a director of Lexer Pty Ltd.Directors and was the independent Chairman of PWR Holdings Limited. Bob resides in Queensland.The following table shows, for each director, all directorships of companies that were listed on the ASX, other than the Company, since 27July 2015, and the period during which each directorship has been held.Garry HounsellHelloworld Travel Limited4 October 2016 –present Treasury Wine Estates Limited1 September 2012 –presentDuluxGroup Limited8 July 2010 –31 December 2017John King--Ian CornellBaby Bunting Group LimitedJanuary 2015 –presentChris Froggatt--Julie Ann Morrison--JoAnne StephensonChallenger LimitedOctober 2012 –presentAsaleo Care LimitedMay 2014 –presentJapara Healthcare LimitedSeptember 2015 –presentBob ThornMotorCycle Holdings LimitedMarch 2016 –July 2016 PWR Holdings LimitedAugust 2015 –March 2017Dave Whittle --Other current directorships2. DIRECTORSHIPS OF OTHER LISTED COMPANIES 16MyerAnnual Report 2018 DIRECTORS’ REPORT Continued 3. MEETINGS OF DIRECTORS AND BOARD COMMITTEES 4. DIRECTORS’ RELEVANT INTERESTS IN SHARES 5. COMPANY SECRETARY AND OTHER OFFICERS 6. PRINCIPAL ACTIVITIES The number of meetings of the Board and of each Board Committee held during the period ended 28 July 2018 are set out below. All directors are invited to attend Board Committee meetings. Most Board Committee meetings are attended by all directors; however, only attendance by directors who are members of the relevant Board Committee is shown in the table below.Meetings AttendedMeetings AttendedMeetings AttendedMeetings AttendedHeld*Held*Held*Held*Garry Hounsell1010--3311John King22------Anne Brennan44112211IanCornell1212--54--Chris Froggatt12115522--Julie Ann Morrison88------JoAnne Stephenson12126633--Bob Thorn121266----Dave Whittle121266----Paul McClintock AO4411----Richard Umbers66------* Number of meetings held during the timethe directo r held office or was a member of the Committee during theyear. ** Teleconferences outside of scheduled Board meetings have not been included in the table above.The following table sets out the relevant interests that each director has in the Company’s ordinary shares or other securities as at the date of this Directors’ Report. No director has a relevant interest in a related body corporate of the Company.Garry Hounsell1,000,000NilJohn King50,0002,432,432Ian Cornell266,000NilChris Froggatt24,056NilJulie Ann Morrison89,788NilJoAnne Stephenson95,000NilBob Thorn225,400NilDave Whittle12,345NilRichard Amos was appointed as Company Secretary of the Company on 6 July 2015, as well as being appointed as Chief General Counsel of the Group. Before joining Myer, Richard Amos worked with leading brewing and consumer dairy business, Lion, for 10 years in a range of executive roles including Corporate Development and Risk Director and General Counsel of Lion Beer, Spirits and Wine Australia and NZ. Richard also worked for international law firm Baker and McKenzie in Sydney, London, and Bangkok for 10 years.Richard Amos stepped down as General Counsel and Company Secretary of the Company effective 31July 2018. Jonathan Garland was promoted toCompany Secretary of the Company effective 31 July 2018 and General Counsel effective 1 September 2018. Prior to joining Myer, Jonathan Garland worked for leading law firms Clayton Utz, Linklaters in London and Norton Rose Fulbright.Myer’s Chief Financial Officer is Nigel Chadwick. Details of Nigel Chadwick’s experience and background areset out in the Executive Management Team section of Myer’s Investor Centre website. During the financial period, the principal activity of the Group was the operation of the Myer department store business.Human Resources Meetings of Audit, Finance and and Remuneration Nomination Directordirectors**Risk CommitteeCommitteeCommitteeDirectorOrdinary SharesPerformance Rights17MyerAnnual Report 2018 DIRECTORS’ REPORT Continued 7. OPERATING AND FINANCIAL REVIEW SUMMARY OF FINANCIAL RESULTS FOR 52 WEEKS ENDED 28 JULY 2018••••••••••••Total sales declined by 3.2% to $3,100.6 million, and were down 2.7% on a comparable stores basisTotal online sales were $239.4million(including $30.8 million in sales via in-store iPads, sass & bide and Marcs and David Lawrence (MDL) online sales, and Myer Market)Operating gross profit (OGP) declined by 2.9% to $1,184.4 million, and OGP margin increased by 8 basis points to 38.2%. The increase in OGP margin representssourcing and markdown improvements and a full year of MDL, post-acquisition. This was partly offset by lower contributions from suppliers and higher costs of sellingDuring the second half, sales were down 2.6% to $1,380.9 million. Comparable store sales were down 2.4%. Operating gross profit was $539.0 million which represented an improvement on last year. Operating gross profit margin improved by 109 basis points to 39.0% in the second half compared to the previous corresponding periodCost of doing business (CODB) increased by 1.5% to $1,035.0 million. Excluding MDL,CODB declined by 1.1%. This has been due to business efficiencies including procurement, space reduction and back efficienciesImplementation costs and individually significant items totalled $541.2 million (pre-tax) of which $538.2 million (pre-tax) were recorded as part of the first half results for the period ended 27 January 2018. This included a non-cash impairment charge relating to the Myer goodwill and brand name of $515.3 million (pre-tax) and other associated asset impairments of $9.2 million (pre-tax) NPAT pre-implementation costs and individually significant items decreased by 52.2% to $32.5 millionStatutory FY2018 NPAT was a loss of $486.0 millionOperating cash flow (before interest and tax) was $131 million with cash conversion of 97% Inventory reduced by 1.5% to $366.8 millionPositive net cash flow of $6 million resulted in lower net debt at the end of the period of $107 million No final dividend will be paid18MyerAnnual Report 2018 DIRECTORS’ REPORT Continued INCOME STATEMENT FOR THE 52 WEEKS TO 28 JULY 2018BALANCE SHEET AS AT 28 JULY 2018 * Excluding implementation costs and individually significant items20182017Change vs. LY Change vs. LY$m$m($m)(%) Total Sales 3,100.63,201.9(101.3)(3.2%)654.0517.21,929.41,184.4(1,035.0)-EBITDA149.4198.1(48.7)(24.6%)(94.0)EBIT55.4106.6(51.2)(48.0%)(9.0)Net Profit Before Tax46.495.8(49.4)(51.6%)(13.9))Net Profit After Tax (NPAT) (pre implementation costs 32.567.9(35.4)(52.2%)and individually significant items)Implementation costs and individually significant items (518.5)(56.0)(462.5)(post-tax)NPAT (postimplementation costs and individually (486.0)11.9(497.9)significant items)July 2018July 2017$m$m36735(381)(239)23401485Total Funds Employed6911,186(149)42Net (Debt) / Cash (107)(113)Equity5841,073Concessions 701.7(47.7)(6.8%)Myer Exclusive Brands546.8(29.6)(5.4%)National Brands and other1,953.4(24.0)(1.2%)Operating Gross Profit(2.9%)1,220.4(36.0)+8Cost of Doing Business(1,019.8)15.21.5%Share of Associates(2.5)(2.5)Depreciation and amortisation(91.5)2.52.7%Net Finance Costs(10.8)(1.8)(16.7%)Tax(27.9(14.0)(50.2%)Inventory372Other Assets30Less Creditors(380)Less Other Liabilities(282)Property24Fixed Assets436Intangibles986Debt(143)Less Cash30Operating Gross Profit margin38.12%bpsCost of Doing Business/Sales31.85%+153bpsEBITDA margin6.19%-137bpsEBIT margin3.33%-154bpsComprising of:38.20%33.38%4.82%1.79%******19MyerAnnual Report 2018 DIRECTORS’ REPORT Continued CASH FLOW FOR THE 52 WEEKS TO 28 JULY 2018OTHER STATISTICS AND FINANCIAL RATIOS SHARES AND DIVIDENDS NON-IFRS FINANCIAL MEASURES20182017$m$m135(4)Operating cash flow (before interest and tax)131187(13)(9)Operating cash flow109149(87)Free cash flow before dividends2239(16)Net cash flow6(10)201820175.9%**15.5%**0.72x20182017821.3 million4.0 centsNilEBITINTERESTTAXNPATStatutory reported result (485.8)(9.0)8.8(486.0)Underlying result55.4(9.0)(13.9)32.5EBITDA183Working capital movement 4Tax (28)Interest (10)Capex / acquisitions(110)Dividends(49)Returnon Total Funds Employed8.9%Gearing9.5%Net Debt/EBITDA0.58xShares on Issue821.3 millionBasic EPS8.3 centsDividend per share5.0 centsThe Company’s results are reported under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The Company discloses certain non-IFRS measures in this Directors’ Repo, rtwhich can be reconciled to the Financial Statements as follows:$millionsRestructuring and redundancy costs-9.2(2.8)6.4Store exit costs and other asset impairments7.5-(2.0)5.5Impairment of assets524.5-(17.9)506.6***Conversion102%Income Statement reconciliationAdd back: implementation costs and individually significant items97%*** EBITDA includes implementation costs and individually significant items with the exception of non-cash asset impairmentsNet of landlord contributionsCalculated on a rolling 12 months basis**ROFE 4.7% and Gearing 9.0% if goodwill and brand impairment is excluded from calculationsCalculated on weighted average number of shares of 821.3 million (FY2017: 821.3 million) and based on NPAT preimplementation costs and individually significant items***** 20MyerAnnual Report 2018 DIRECTORS’ REPORT Continued FY2018 OPERATIONS EXTERNAL RISKS performance of the Executive Chairman. Myer also announced on 21 March 2018 that all BoardDuring the year the Board made significant leadership changes members will target the purchase of a shareholding in thewith a number ofnewexecutive appointments.Company that is the equivalent to at least one year’sJohn King was appointed as Chief Executive Officer anddirector’s fees within three years. This was codified in theManaging Director and Allan Winstanley was appointed as the amended Board Charter and Relationship withChief Merchandise Officer in June 2018. Nigel ChadwickwasManagement.appointed as Chief Financial Officerin January 2018.John King was appointed Chief Executive Officer andManaging Director on 4 June 2018 and Garry HounsellWith these appointments, Myer bolstered its globalretailandceased his role as Executive Chairman on 3 June 2018.financialexpertise, bringing best-in-classexperience with highly relevant retail, merchandising and financialskills.Allan Winstanley was appointed Chief Merchandise Officeron 25 June 2018.During FY2018 there were a number of achievements: Total online sales were $239.4million (including $30.8million in sales via in-store iPads, sass & bide and Marcsand David Lawrence (MDL) online sales, and Myer Market).Since joining in June 2018, Myer Chief Executive Officer andManaging Director, John King, has completed a detailed review Our online business had a goodyear with sales growth of34.1% to $192.5 million which was on the back of a strongof the business, including visiting 44 stores and ha met with performance in 2017.customers, team members, suppliers, brand partners andlandlords. We opened the redeveloped Myer Hobart store, which nowoccupies approximately 12,500 qsuare metres of sellingHe has announced his Customer First Plan to work more closely space.with suppliers and brand partners to put customers first in every Refurbishment works were completed at Eastlandaction we take,and every decision we make. Through the plan, coinciding with the launch of the first dedicated children’sMr Kingwants Myer tobe Australia’s favourite department store: play centre, Monkey Mania, a market leader in children’sproviding friendly, helpful service;high quality andexclusive play centres.brands; and offering compelling value. Refurbishment works commenced at Blacktown and atThe Customer First plan to turnaround the business andMaroochydore in Queensland with ongoing works at Castleimprove shareholder value is as follows: Hill in New South Wales. These works are scheduled to becompleted prior to the commencement of the 2018Focus areas: Christmas trading period.Transform customer experience in store;We closed the Colonnades store in South Australia.‘Only at Myer’ brands and categories; value for money; andIn addition to these achievements, section 8 and 9 provide an Continue enhancing myer.com.au.outline of Myer’s corporate developments and strategy. These should be read in conjunction with section 10, which describes Efficiency levers:factors that could impact Myer’s results. Simplified business processes;Efficient from factory to customer; andAccelerated cost reduction.In addition to those matters described in section 7 above, the following significant changes occurred during FY2018: Anewdirector,Garry Hounsell, was appointed to the BoardThe Group’s strategies take into account the expected operating of Myer HoldingsLimited in September 2017.Hisand retail market conditions, together with general economic background, experience and particular skillsthat he bringsconditions, which are inherently uncertain. to the Board are set out on page .Anewdirector, Julie Ann Morrison, wasappointedto theThe Group has structured proactive risk management Board of Myer Holdings framework and internal control systems in place to manage Limited in October 2017.Herbackground, experience and particular skillsthat she bringsmaterial risks. The key risks and uncertainties that may have an to the Board are set out on page .effect on the Group’s ability to execute its business strategies, and the Group’s future growth prospects and how the Group PaulMcClintockAO and Anne Brennan each retired frommanages these risks, are set out below. the Board with effect from 24 November 2017.MarkCripseywaspromoted to Chief Operating Officer on29 January 2018.Macro-economic factors such as the fluctuation of the Australian NigelChadwickwas appointed Chief Financial Officerwithdollar and interest rates; poor consumer confidence; changes in effect from 29 January 2018.Grant Devonport steppedgovernment policies; external, natural or unforeseen events, down as Chief Financial Officeron 28 January 2018.such as an act of terrorism or national strike; and weakness in Richard Umbers stepped down from hisrole as Chiefthe global economy could adversely impact the Company’s Executive Officer and Managing Director onability to achieve financial and trading objectives. Myer regularly 14 February 2018 and Garry Hounsell wasappointed asanalyses and monitors economic and other available data to Executive Chairman on that date.help mitigate the future impact on sales, and has implemented On 9 March 2018 S&P DowJonesIndicesannounced thatconservative hedging, capital management, and marketing and Myer would be removed from theS&P/ASX 200 Index.merchandise initiatives to combat the cyclical nature of the On 21 March 2018 Myer announced a reduction inbusiness. remuneration for Board members, the remuneration ofGarry Hounsell while he was Executive Chairman and theestablishment of a Special Board Committee to oversee the•••••••••••••••••••••••9.BUSINESS STRATEGIES AND FUTUREDEVELOPMENTS8.SIGNIFICANT CHANGES IN THE STATE OFAFFAIRS IN FY201810.KEY RISKS AND UNCERTAINTIES1314s21MyerAnnual Report 2018 DIRECTORS’ REPORT Continued COMPETITIVE LANDSCAPE RISKSLITIGATION TECHNOLOGY RISKS, INCLUDING CYBER SECURITY BRAND REPUTATIONRISKS PEOPLE MANAGEMENTRISKSSTRATEGIC AND BUSINESS PLAN RISKSREGULATORY RISKS The Australian retail industry inwhich Myer operates remains On 23 December 2016, legal proceedings were served against highly competitive. The Company’s competitive position may beMyer Pty Ltd by Perpetual Limited and Bridgehead Pty Ltd (the negatively impacted by new entrants to the market, existing Landlord) in relation to the Myer Chadstone store. The Landlord competitors, changes to consumer demographics and increased alleged that there was a mutual mistake in the drafting of the online competition,which could impact sales. To mitigate these variable outgoings provisions in the lease for the Myer risks, Myer continues to select optimal merchandise assortment Chadstone store or that those provisions had been with the right categories and brands. misinterpreted. The Landlord sought, amongst other things, rectification of the lease and payment of alleged unpaid outgoings in respect of a period between 2000 and 2016 With Myer’s increasing reliance on technology in a rapidly totalling $19.14 million, posts. lus GST, as well as interest and cchanging digital environment, there is a risk that the malfunction On 29 January 2018, the Supreme Court of Victoria handed of IT systems, outdated IT infrastructure, or a cyber-security down judgement in favour of Myer and dismissed the claims violation could have a detrimental effect on our sales, business made by the Landlord. efficiencies, and brand reputation. To offset these risks, Myer On 20 March 2018, the Landlord served Myer with an continues to invest and develop our in-house technology application for leave to appeal the decision to the Court of capabilities andengagewith reputable third-party IT serviceAppeal. providers to ensure that we have reliable IT systems and issue management processes in place. On 30 December 2016 proceedings were served against Myer by a former shareholder, TPT Patrol Pty Ltd as trustee for the Amies Superannuation Fund (TPT Patrol), bringing a group Myer’s strong brand reputation is crucial forbuilding positive action for itself and on behalf of a defined (but unnamed) group relationships with customers, suppof shareholders in the Federal Court. These proceedings were liers and contractors which in turn generates sales and goodwill towards theCompany. A filed on behalf of TPT Patrol by Portfolio Law Pty Ltd. TPT significant eventorissue could attract strong criticism of the Patrol alleges loss and damage said to have resulted from Myer brand,which could impact sales orour share price. Myer statements made in the context of Myer’s full year FY2014 has a range of policies and initiatives to mitigate brand risk, results. Myer believes the TPT Patrol claim has no proper basis, including a Code of Conduct, a Whistleblower Policy,an Ethical denies any liability under it and is vigorously defending it. The Sourcing Policy,marketing campaigns, and ongoing hearing is scheduled to conclude on 10 October 2018. environmental and sustainability initiatives. Given the above, no provisions have been recognised at 28 July 2018 in respect of the Chadstone or TPT Patrol disputes. Safety is a high priority at Myer toensure the wellbeing of all ofourteammembers, customers, and suppliers. Failure to manage health and safety risks could have a negative effect on Myer’s reputation and performance. We conduct regular detailed ChrisFroggatt has notified the Board that she does not intend to risk assessments at each store, distribution centre,and at our seekre-election as a director of the Board at this year’s AGM.support office, as well asregular education sessions. Louise Tebbutt stepped down as Executive General ManagerMyer needs to attract and retain talented senior managers toHuman Resources, Risk and Safety effective ensure that our leadership team has the right skills and14 September 2018. experience to deliver our strategy. Failure to do somay Mark Crispey will step down as Chief Operating Officer on adversely impact Myer’s ability todeliver on its strategic 31 October 2018.imperatives. During the year, we made a number of new appointments toourExecutive ManagementGroup, and we On 11 September 2018 Myer entered into a binding Term Sheet for the refinancing of its debtwith its current banking syndicate. provided our team members withaccess to training and development to further develop their skills. The terms of thenew secured facility initially provides core and working capital tranches totalling $400m, creatingample liquidity, and relaxed covenant conditions with Fixed Cover Afailure to deliver our strategic plan could impact sales, share Charges Ratio of 1.40xand minimum Shareholders’ Equity of$400m. price, and our reputation. The cornerstone of our strategic planis the ‘customer’ and ensuring every decision made putstheMr PaulGoodall wasappointed as Store Development Director customerfirst. That team members, brand partners andreportingto John King and is expected to commence in suppliersprovide our customerswith the service, brands andOctober 2018.productstheydesire and expect, both instore and online.No other matter or circumstance has arisen sincethe end of the financial year which has not been dealt with in this Directors’ From time to time, Myer may be subject to regulatory Report or theFinancial Report, and which has significantly investigations and disputes, includingy b the Australian Taxation affected, or may significantly affect:Office (ATO),Federal orStateregulatory bodies including the theGroup’soperations in future financial years;Australian Competition and Consumer Commission (ACCC), the Australian Securities and Investments Commission (ASIC), and theresults of those operations in future financial years; orthe Australian Securities Exchange (ASX). The outcome of any theGroup’sstate of affairs in future financial yearssuch investigations ordisputes may have a material adverse effect on Myer’s operating and financial performance. Myer hasan established governance framework to monitor,assess andreport on such occurrences to senior management when they arise. all-(a)(b)(c).11.MATTERS SUBSEQUENT TO THE END OFTHE FINANCIAL YEAR**In October 2018 it was announced that Lyndsey Cattermole would join Myer as a Non-Executive Director.AM 22MyerAnnual Report 2018 DIRECTORS’ REPORT Continued 12.DIVIDENDS13.PERFORMANCE RIGHTS GRANTED OVERUNISSUED SHARES14.SHARES ISSUED ON THE EXERCISE OFOPTIONS AND PERFORMANCE RIGHTSOn 30 July 2017, 114,617 restricted shares that were granted on 15 December 2016 were released to the previous CEO. The Myer paida final dividend of 2.0 cents per share for the fullyear grant related to the deferred component of the FY2016 short FY2017 on 9 November 2017 (with a Record Date of 28 term incentive payment. September 2017), totalling $16.4 million. During the financial year the Company granted 2,432,432 The Board determined that no interim dividend would be paid for alignment rights to the current CEO, and 555,555 alignment the period ending 27 January 2018. rights to the Chief Merchandise Officer. During the financial The Board determined that no final dividend would be paid for year 67,567 alignment rights vested to the CEO and 15,432 rights vested to other executives. No shares were issued under the period ending 28 July 2018. the alignment rights plan. Further information regarding dividends is set out in the The table below sets out the details of performance rights that Financial Statements (at note F3). have been granted under the LTIP Offer and the CEO Offer and which remain on issue as at the date of this Directors’ Report. A holder of a performance right may only participate in new issues of securities of the Company if the performance right has The Myer Long Term Incentive Plan (LTIP) operates forselected been exercised, participation is permitted by its terms, and the senior executives and has been in operation since December shares in respect of the performance rights have been allocated 2006. Under theLTIP, the Company hasgranted eligible and transferred to the performance right holder before the executives performance rights overunissued ordinary shares ofRecord Date for determining entitlements to the new issue. the Company, subject to certain vesting conditions. Shares delivered to senior executives asa result of the vesting of Further information about performance rights issued under the performance rights can be-either issued as newshares orLTIP (including the performance conditions attached to the purchased on market. performance rights granted under the LTIP Offer, and the Each performance right entitles the holder to acquire one performance rights granted to the Key Management Personnel of the Company) is included in the Remuneration Report.ordinary fully paid share in the Company (subject to the adjustments outlined below). Since 2011, only performance rights were grantedundertheLTIP. During thefinancial year, the Compygan ranted 1,636,363 From time to time, the Company issues fully paid ordinary performance rights to the previous CEOundertheFY2018 LTIP shares in the Company to the Myer Equity Plans Trust (Trust) (CEO Offer); and 9,614,086 performance rights were granted to for the purpose of meeting anticipated exercises of securities otherselected senior executives underthe LTIP (LTIP Offer); totalling 11,250,449 performance rights granted.granted under the LTIP. To calculate the issue price of shares issued to the Trust, the Company uses the five-day volume The performance rightsgrantedundereach offer are subject toweighted average price of the Company’s shares as at the close different performance conditions. of trading on the date of issue. No performancerights have been granted since the end of the During the period ended 28 July 2018, 450,000 fully paid financial year ended 28 July 2018. ordinary shares were purchased on market by the Trust and 459,675 shares were transferred from the Trust for performance A prior grant of 1,415,060 performance rights to senior rights issued under the LTIP in 2015 (vested 26 September executives made on 15 December 2014 expired on 26 2017). Since 28 July 2018, no shares have been issued to or September 2017. otherwise acquired by the Trust, and no fully paid ordinary On 26 September 2017, a total of459,675 performance rights shares of the Company held by the Trust were transferred to granted under the LTIP in FY2015 vested, and 459,675 fully participants in the LTIP.paid ordinary shares in the Company were issued to participants. 5 January 2016 (grant to CEO under CEO offer)31Oct2020nil939,1305 January 2016 (grant to senior executives under the LTIP offer)31Oct2020nil2,339,12522 December 2016 (grant to CEO under CEO offer)31Oct2019nil808,44322 December 2016 (grant to senior executives under the LTIP offer)31Oct2019nil1,592,36121 December 2017 (grant to CEO under CEO offer)31Oct2020nil1,636,36321 December 2017 (grant to senior executives under the LTIP offer)31Oct2020nil6,773,1794 June 2018 (grant to CEO under Alignment Equity offer)4Jun2021nil2,432,43225 June 2018 (grant to senior executive under Alignment Equity offer)25Jun2021nil555,555*Each performance right entitles the holder to receive one fully paid ordinary sharein the Company, subject to the satisfaction ofthe relevant performance outcomes. The number of performance rights that a holder is entitled to receive on the exercise of aperformance right may also be adjusted in a manner consistent with the ASX Listing Rules if there is a pro-rata issue of shares or areconstruction of the capital of the Company. Number of performance rights remaining on Date performance rights grantedExpiry dateIssue priceissue*Closing balance17,076,58823MyerAnnual Report 2018 DIRECTORS’ REPORT Continued 15.REMUNERATION REPORT19.NON-AUDIT SERVICES16.INDEMNIFICATION AND INSURANCE OFDIRECTORS AND OFFICERS20.AUDITOR’S INDEPENDENCEDECLARATION21.ROUNDING OF AMOUNTS17.PROCEEDINGS ON BEHALF OF THECOMPANY22.ANNUAL GENERAL MEETING18.ENVIRONMENTAL REGULATIONCORPORATE GOVERNANCE STATEMENT The Remuneration Report, which forms part of this Directors’ The Company maydecide toemploy itsexternal auditor on Report, is presented separately frompage.assignments additional to its statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. Details of the amounts paid or payable to the auditor (PwC) for The Company’s Constitution requiresthe Companyto indemnify audit and non-audit services provided during the year are set out current and former directors, alternate directors, executive in the Financial Statements (at note H5). officers and officers of the Company on a full indemnity basis The Board has considered the position and, in accordance with and to the full extent permitted by the law against all liabilities advice received from the Audit, Finance and Risk Committee, is incurred as an officer of the Group, except to the extent covered satisfied that the provision of the non-audit services is by insurance. Further, the Company’s Constitution permits the compatible with the general standard of independence for Company to maintain and pay insurance premiums for director auditors imposed by the . The directors and officer liability insurance, to the extent permitted by law. are satisfied that the provision of the non-audit services by the Consistent with (and in addition to) the provisions in the auditor did not compromise the auditor independence Company’s Constitution outlined above, the Company has also requirements of the for the following entered into deeds of access, indemnity and insurance with all reasons: directors of the Company which provide indemnities against losses incurred in their role as directors, subject to certain all non-audit services have been reviewed by the Audit,Finance and Risk Committee to ensure that they do notexclusions, including to the extent that such indemnity is prohibited by the (Cth) or any other impact on the impartiality and objectivity of the auditor; andapplicable law. The deeds stipulate that the Company will meet none of the services undermine the general principlesthe full amount of any such liabilities, costs and expenses relating to auditor independence as set out in APES 110(including legal fees). During the financial year, the Company Code of Ethics for Professional Accountants.paid insurance premiums for a directors’ and officers’ liability insurance contract that provides cover for the current and former directors, alternate directors, secretaries, executive officers and officers of the Company and its subsidiaries. The directors have A copy of the auditor’s independence declaration as required not included details of the nature of the liabilities covered in this under section 307C of the is attached to contract or the amount of the premium paid, as disclosure is this Directors’ Report. prohibited under the terms of the contract. The Group’s auditor is PricewaterhouseCoopers (PwC). No payment has been made to indemnify PwC during or since the financial year end. No The Company is of a kind referred to in ASIC Corporations premium has been paid by the Group in respect of any insurance for PwC. No officers of the Group were partners or (Rounding in Financial/Directors’ Reports) Instrument 2016/191 relating to the ‘rounding off’ of amounts in the Directors’ Report directors of PwC whilst PwC conducted audits of the Group. and, in accordance with that instrument, amounts in the Directors’ Report have been rounded off to the nearest thousand dollars, or in certain cases, to the nearest dollar. No person has applied to the court under section 237 of the for leave to bring proceedings on behalf The Annual General Meeting of the Company will be held on of the Company, or to intervene in any proceedings to which the Friday 30 November 2018. Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. The Directors’ Report is made in accordance with a resolution of directors. No proceedings have been brought or intervened in on behalf of the Company with the leave of the court under section 237 of the.The Group is subject to and has complied with the reporting and compliance requirements of the National Greenhouse and Energy Reporting Act 2007 (Cth) (NGER Act). Chairman The NGER Act requires the Group to report its annual greenhouse gas emissions and energy use. The Group has Melbourne, 11 September 2018 implemented systems and processes for the collection and calculation of the data required. In compliance with the NGER Act, the Group submitted its ninth report to the Clean Energy Regulator in October 2017 and is due to submit its tenth report by 31 October 2018. To view our Corporate Governance Statement please visit myer.com.au/investor. No significant environmental incidents have been reported internally, and no breaches have been notified to the Group by any government agency. The Group is a signatory to the Australian Packaging Covenant, which is a national co-regulatory initiative in place of state-based regulatory arrangements for sustainable packaging management. Members are required to adhere to the covenant commitments, which include development and implementation of an action plan and report annuallyon progress. Myer submitted its 11 annual report in April 2018. 25 Corporations Act 2001Corporations Act 2001Corporations Act 2001Corporations Act 2001Corporations Act 2001Corporations Act 2001th••Garry Hounsell24MyerAnnual Report 2018 25MyerAnnual Report 2018 REMUNERATION REPORT Dear Shareholders, On behalf of the Board, we are pleased to present Myer’s Mr King’s remuneration is heavily weighted toward equity, with a FY2018 Remuneration Report. requirement to maintain a shareholding equivalent of 75 percent of total fixed remuneration (TFC) for the duration of his The FY2018 financial results were disappointing. When it became employment. The details of his remuneration are provided in apparent to the Board that theexecution of the strategywas not Section 2. going to deliver shareholder value, the Board made the decisive move to make significant leadership changes. This included The FY2019 STI will focus on financial performance, with the appointing Mr Hounsell as Executive Chairman while the search primary measure being EBITDA and retaining NPAT as the for a new CEO was undertaken. gateway before any payment can be made. The FY2019 Long-Term Incentive Plan (LTIP) will be granted in options making We have made significant changes to the executive team, sure participants are only rewarded if there is an increase in the recruiting three new Key Management Personnel (KMP). In Company’s share price. June 2018, we appointed John King as Chief Executive Officer and Managing Director, followed by Allan Winstanley as our The changes we have made demonstrate our further Chief Merchandise Officer. With these appointments we have commitment to creating a stronger link between our bolstered our global retail expertise, with Mr King and performance and executive remuneration outcomes. Mr Winstanley bringing best in class experience in running department stores and deep merchandising skills. Combined with the appointment of Nigel Chadwick, a senior finance The FY2018 remuneration outcomes reflect this period’s professional as Chief Financial Officer and the operational financial performance. experience of other KMP, we are confident we can deliver an The STI paln requires that a NPAT gateway is achieved before improved experience for customers and create shareholder any payments are made. The gateway was not achieved in value. FY2018, and accordingly no STI was paid to the Executive Importantly, and deliberately, during the period we have sought Management Group, including KMP. to re-base fixed remuneration, with the current KMP paid no Performance rights granted to KMP under the FY2015 LTIP more, and typically less, than their predecessors. This means were tested for vesting following the release of our results in over time we have reduced the average remuneration of our September 2017. The relative Total Shareholder Return (TSR) KMP, as well as implementing a reduction in non-executive and Earnings per Share (EPS) hurdles under this plan were not directors’ fees. met, and accordingly the rights subject to these hurdles did not vest. The Business Transformation hurdle set in 2014 was determined by the Board to be partially met, and accordingly, As you know, at the 2017 Annual General Meeting (AGM), the only 33 percent of the rights subject to this hurdle (being 8.3 majorityof shareholder votes cast (70.59 percent) were in favour percent of the maximum grant) vested. The measures that were of adopting the 2017 Remuneration Report. However, 29.41 achieved included: Net Promoter Score; merchandise mix; percent of the total votes received were against the basket size (online sales); and increase in page views. There remuneration report, constituting a ‘first strike’ under the were only two KMP who participated in the FY2015 LTIP and . therefore had rights vest under this plan. Following the AGM we made a number of immediate changes to Performance Rights under the FY2018 LTIP were granted to our remuneration structure to address the concerns raised, executives, including some members of the KMP. The FY2018 implementing a number of changes including those designed to LTIP retained the same structure as the FY2017 grant with the improve the alignment of remuneration for Directors with the shareholder measures of Return on Funds Employed (ROFE), creation of value for shareholders. These changes were: EPS and relative TSR remaining key features. 1.To decrease the Chairman and non-executive director fees;We believe that the Company’s approach to executive andremuneration, clearly outlined in the Remuneration Report, will 2.The introduction of a target to purchase a minimumsupport executives in delivering a strategy that will importantly shareholding for non-executive directors.put our customers first and ultimately deliver value to The Company subsequently invited shareholder feedback and shareholders. We look forward to your support at our Annual consulted with a number of key shareholders and other General Meeting in November 2018 and welcome any feedback stakeholders. This feedback has informed the remuneration for on our remuneration practices and disclosures. Mr King and changes to the FY2019 remuneration structure. Finally, we acknowledge and thank Chris Froggatt for her service as Chairman of the Human Resources and Remuneration Committee during the past seven years. Following an extensive international search during FY2018, Myer was pleased to appoint Mr King as CEO on 4 June 2018. Yours faithfully, Mr King brings with him highly relevant retail experience, including eight years leading House of Fraser in the United Kingdom, where he transformed customer experience and created significant shareholder value. He has been given a full mandate by the Board to deliver an improvement in the financial performance. Mr King understands fashion retailing, particularly department stores and will bring a new perspective to Myer with Chairman Chairman, Human his experience in revenue creation. Mr King’s contractual Resources and remuneration reflects this experience. His fixed remuneration Remuneration Committee has been set at the same level as the previous CEO, which had not been reviewed since 2015. Mr King did not participate in the FY2018 Short-Term Incentive (STI) plan and he will not participate in the FY2019 STI plan. Executive remuneration outcomesResponse to the ‘First Strike’ New CEO remuneration and changes to FY2019Corporations Act 2001Garry Hounsell Ian Cornell26MyerAnnual Report 2018 REMUNERATION REPORT Continued CONTENTS 1.INTRODUCTION Section 1 IntroductionThe Directors of Myer Holdings Limited (the ) present theRemuneration Report for the financial year ended 28July Section 2 Changes to remuneration frameworks 2018prepared in accordance with the requirements of the Section 3 Remuneration strategy and its regulations. Section 4 Company performance and remuneration This report outlines the remuneration strategy, framework and outcomes for FY2018other conditions of employment for KMP, and details the role and accountabilities of the Board and relevant Committees that Section 5 Remuneration governancesupport the Board on these matters. In this report, ‘executives’ Section 6 Executive remunerationrefers to those members of the Group Executive team who have been identified as KMP. Section 7 Remuneration outcomes for executive KMPThe information provided within this report has been audited as Section 8 Executive service agreementsrequired by section 308(3C) of the andSection 9 Equityforms part of the Directors’ Report.The table below details the Company’s KMP during the 2018financial year.Section 10 Loans Section 11Dealing in securitiesSection 12 Non-executive director remunerationG HounsellChairman, independent non-executive director20 September 2017I CornellIndependent non-executive directorC FroggattIndependent non-executive directorJ MorrisonIndependent non-executive director17October 2017J StephensonIndependent non-executive directorR ThornIndependent non-executive directorD WhittleIndependent non-executive directorP McClintockChairman, independent non-executive director24November 2017A BrennanIndependent non-executive director24 November 2017J KingExecutive Officer and Managing DirectorChief 4 June 2018N ChadwickChief Financial Officer29 January 2018M CripseyChief Operating Officer29 January 2018A SuttonExecutive General Manager StoresA WinstanleyChief Merchandise Officer25 June 2018R UmbersChief Executive Officer and Managing Director14February 2018G DevonportChief Financial Officer28 January 2018(1)For new appointments during the period only.(2)Mr Hounsell was appointed as a Director, and Deputy Chairman,on20September 2017 and was appointedasChairman on 24November 2017. Mr Hounsell acted in the role of Executive Chairman for the period from 14 February 2018 to 3June 2018.(3)Mr Cripsey was appointed as Chief Digital &Data Officer on 11 November 2015, and waps romoted to KMP as the Chief Operating Officer on29 January 2018.Mr Cripsey will step down as Chief Operating Officer on 31 October2018.(4)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018, and his notice period concluded on31July 2018.(5)Mr Devonport stepped down as Chief Financial Officer on 28 January 2018, and his notice period concludedon 21 March 2018.CompanyNameRoleAppointment DateEnd DateNon-Executive DirectorsExecutive Directors Executive Key Management Personal Corporations Act 2001Corporations Act2001(1)(2)(3)(4)(5)Former Non-Executive DirectorsFormer Disclosed Executives 27MyerAnnual Report 2018 REMUNERATION REPORT Continued 2.CHANGES TO REMUNERATION FRAMEWORKS 2.1.RESPONSE TOTHE‘FIRST STRIKE’2.2.NEW CEO REMUNERATIONAlignment equity:Short-Term Incentive:Long-Term Incentive:2.3.CHANGES IN REMUNERATION STRUCTURE FOR FY2019Changes for FY2019Short Term IncentiveLong Term IncentiveIn response to receiving a ‘first strike’ against its Remuneration Report at the 2017 AGMneration , the Human Resources and RemuCommittee made a number of immediate changes to directors’ remuneration, including agreeingto reduce non-executive directorfees to better reflect market practice for companies with similar market capitalisation. Accordingly, as at 21 March 2018, fees were reduced as follows:Chairman’s fee, reduced from $350,000 to $300,000, noting thatthefee had been reduced from $400,000 to $350,000 at the beginning of FY2018;Non-Executive Directors’ fees reduced from $150,000to $120,000;Chairman of the Audit, Finance and Risk Committeefee reduced from $30,000 to $20,000; andChairman of the Human Resources and Remuneration Committeefee reduced from $22,500 to $20,000.In addition, the Board introduced a policy that requires all non-executive directors to target a purchase ofshareholdingsin the Company that is the equivalent to at least one year’s director’s fees,within three years,to better align the interests of Directors and shareholders. Following further consultation with shareholders, the Company made a number ofchanges to the executive reward structure, which is reflected in theremuneration arrangements for the new CEO and changes in the remuneration structure for FY2019.Asdisclosedupon his appointment,Mr King commenced with the Company on 4 June 2018 with a Total Fixed Compensation (TFC)of$1,200,000. Mr King is a respected retailer with global experience, and his package reflectshisexperience, skills and capability, andwas set at a level required to becompetitive in the global retail marketplace from which he was recruited. The TFCis consistent with the previous CEO’s, which was set in 2015 andhasremained unchanged since. The structure of Mr King’spackage has been heavily weighted towards equity, through an initial grant of sharerights, participation in the FY2019LTIP, and no participation in the STIplanuntil FY2020. This reward structure immediately aligns the CEO with shareholder interestsand ensures a focus on sustainable peorfrmance.The key elements of Mr King’spackage are: On commencement,MrKing was granted 2,432,432 share rights, worth $900,000 at the time of the announcement of his appointment. These rightsvest onamonthly basis, in 36 equal tranchesand will convert to ordinary Myer shares at theend of thethree yearperiod. These rights create an immediate alignment between Mr King and shareholders;Mr King was not eligible to participate in the FY2018 planand will not participatein the FY2019plan; andSubject to shareholder approval Mr King will receive a maximumLTIPgrant of $1,400,00(0 116.7 percentof TFC) for FY2019. The grant value will revert to 90 percentof TFC for FY2020. The terms of the FY2019 grant are provided in the Notice of Meeting. Mr King is required to hold a minimum of 75 percentof TFC in Myer shares for the term of his employment. The initial grant of$900,000 ofshare rights is included in this calculation and providesan immediate link between his reward and shareholder interests.Following further consultation with shareholders Myermadea number of changes to the executive remuneration structure. These changes are summarised below and will be disclosed in detail in the FY2019 Remuneration Report.Performance The primary financial measurefor the FY2019 STI planwill be EBITDA, and there will be a renewed Measures emphasis on financial performance. Financial measures will have a minimum 80% weighting for all roles,with a minimum 40% weighting of Company EBITDA. The Board believes EBITDA is the most appropriate financialmeasures as it most closely reflectsoperating efficiency, and is a measure that can be used to align the actions of executives and senior managers across the business. Further, the net profit gateway will continue to operate in FY2019, meaning that executives will onlybe rewarded if there is profit growth.Equity Instrument Under theFY2019 LTIPexecutives will be granted options. The Board has decided it is appropriate to grant options, as it ensures executivesare only rewardedfor the increase in share price from the grant date,strengthening the alignment between executive remuneration and growth in shareholder value. Performance The following performance hurdles will apply:Measures 50%of the performance options will be subject to a hurdle based on EPS growth; and50% of the performance options will be subject to a hurdle based on relative TSR. The ROFE measure has been removed from the FY19 plan. The ROFE measure was designed to support the ‘New Myer’ capital raising –while efficient use of shareholder funds will continue to be a priority, the Board has determined that a focus on earnings and creating shareholdervalueshould be the clear priority.Relative TSR peer Myer has refined the constituents of the TSR peergroup to better reflect sectors that have similar economic groupdrivers.•••••••••28MyerAnnual Report 2018 REMUNERATION REPORT Continued 3.REMUNERATION STRATEGY The remuneration strategy defines the direction for Myer’s reward framework and policies,and drives the design and application of programs for all senior managers in the Company, including KMP. Myer’s remuneration strategy is to:Reward competitively in the markets in which Myer competes for talentRemuneration is flexible enough to respond to the changing talent and capability requirements of the retail industryProvide a balance of fixed and ‘at risk’ remunerationAlign reward outcomes with long term shareholder value creationAssess rewards against objective financial and non-financial measuresInclude at risk components based on both short and long term performanceRemunerate or reward based on peorfrmanceTo attract and retain high calibre executivesVaries based on employee’s experience, skills Provides ‘predictable’base level of reward and performanceSet with reference to market using external Consideration is given to both internal and benchmark dataexternal relativities across retail and other relevant sectorsDelivered in cash, with a portion deferred. NPAT ‘gateway’ –minimum threshold Deferral is made in restricted shares for theperformance level below which no STI is paidCEO (when eligible) and cash for other KMPOnce thegateway is achieved, the NPAT Designed to drive the short term financial and result is assessed as part of a ‘performance strategic objectives of the Company, which are scorecard' and accounts for 45% of the aligned to creatingshareholder returnmaximum STIAn NPAT gateway ensures a minimum Key financial and strategic objectives aligned acceptable level of Company profit before to the strategy account for 55% of the executives receive any STI awardmaximum STI. Measures for FY2018 Supports retention and encourages executives included:to maintain focus on long term value in addition Cost of doing businessto annual results, through a deferred Sales per square metercomponent Store footprint reductionSafety performanceDelivered in equity to align executives with Performance measures:shareholder interestsReturn on Funds Employed (50% of Focused on delivery of long term business award)strategy and shareholder valueEPS growth (25% of award)Measures complement those in the STI to Relative TSR (25%of award) provide a holistic and aligned reward offerPerformance measured over a 3 year Supports ongoing, sustainable performance performance period (FY2018 –FY2020)and the retention of key executivesShares provided on vesting subject to restriction for 1 year, making the total alignment period with shareholders 4 yearsAttract and retain high calibreexecutives Align executive rewards with Myer’s performance2018 Remuneration ApproachTOTAL FIXED COMPENSATION (TFC)SHORT TERM INCENTIVELONG TERM INCENTIVE•••••••STRATEGIC OBJECTIVES & PERFORMANCEPERFORMANCE MEASURESLINK>>>>>>>>>>>>••••>>•>•>•>>>29MyerAnnual Report 2018 REMUNERATION REPORT Continued 4.COMPANY PERFORMANCE AND REMUNERATION OUTCOMES FOR FY2018 4.1.COMPANY PERFORMANCEFY2018FY2014FY2015FY2016FY2017FY2018The Company’s remuneration structure aligns executive remuneration with shareholder interests over the short and long term andprovides an appropriate reward on delivering our strategy.Key aspects of the FY2018 performance include:Total sales declined by 3.2% to $3,100.6 million, and were down 2.7% on a comparable stores basis;Total online sales were $239.4 million (including $30.8 million in sales via instore iPads, sass &bide and Marcs and David Lawrence (MDL) online sales, and Myer Market);Operating gross profit (OGP) declined by 2.9% to $1,184.4 million and OGP margin increased by 8 basis points to 38.2%;Cost of doing business (CODB) increased by 1.5% to $1,035.0 million, excluding Marcs and David Lawrence CODB declined by 1.1%;Implementation costs and individually significant items totalled $541.2 million (pre-tax) of which $538.2 million (pre-tax) were recorded as part of the first half resultsfor the period ended 27 January 2018;NPAT pre-implementation costs and individually significant items decreased by 52.2% to $32.5 million;Statutory FY2018 NPAT was a loss of $486.0 million;We launched the Myer Marketplace witha range of brands from diverse sellers witha focus on home; We opened the redeveloped Myer Hobart store, which now occupies approximately 12,500 square metres of selling space;Refurbishment works were completed at Eastland coinciding with the launch of the first dedicated children’s play centre, Monkey Mania, a market leader in children’s play centres;Refurbishment works commenced at Blacktown and at Maroochydore in Queenslandwith ongoing works at Castle Hill in New South Wales. These works are scheduled to be completed prior to the commencement of the 2018 Christmas trading period; andWe closed the Colonnades store in South Australia. The table below presents the Company’s annual performance against key financial metrics since 2014.Basic EPS (cents)16.85.17.71.5(59.2)Basic EPS (cents)-adjusted16.813.28.88.34.0NPAT (pre implementation costs and98.577.569.367.932.5individually significant items)($m)NPAT (post implementation costs and 98.529.860.511.9(486.0)individually significant items)($m)Dividends (cents per share)14.57.05.05.0-Share price at beginning of year ($)2.662.241.181.340.77Share price at end of year ($)2.241.181.340.770.46Market capitalisation ($m)1,311.9694.01,100.5632.4377.8STI payments (% of maximum) 0%0%39%0%0%LTIPvesting0%0%0%12.5%8.3%(FY12)(FY13)(FY14)(FY15)(Grant year)(FY11)(1)FY2016 results were impacted by the fully underwritten accelerated pro rata non-renounceable Entitlement Offer completed by the Company in September 2015. The Entitlement Offer resulted in the issue of 234,661,660 new shares at $0.94 per share. (2)FY2015, FY2016, FY2017and FY2018Basic EPSis adjusted toexcludeimplementation costs and individually significant items.Refer to section 7 of the Directors’ Report for further detail.The directors believe this metric is more relevant as it excludes individually significant items that may not recur and may not be predictive of future performance.(3)Share price before the Entitlement Offer completed in September 2015.(4)Share price after the Entitlement Offer completed in September 2015.(5)The percentage of LTIP vesting relates to the number of performance rights or options that vested that were linked to the achievement of performance hurdles. In FY2017 only one KMP had rights vest under the LTIP and in FY2018 only two KMP had rights vest under the LTIP. ••••••••••••(1)(2)(2)(2)(2)(3)(4)(5)Average elive awards gible KMP incenti30MyerAnnual Report 2018 REMUNERATION REPORT Continued 4.2.REMUNERATION OUTCOMESTotal Fixed Compensation Short term incentiveLong Term Incentive FY2015 LTIP (granted in December 2014)Hurdle MeasureAchievedPerformanceLoyaltyxxCustomer ServicexSpace OptimisationxxMerchandisexOmni ChannelFY2015 Continuous Service AwardFY2016 LTIP (granted in January2016)FY2018Given the focus on prudent cost management, existing KMP salaries were not reviewed this year. OutcomesMr Cripsey’sfixed remuneration was adjusted on his appointment into the role of Chief Operating Officer,reflecting his increased responsibility.Myer recruited three newKMP, including the CEO,in ual TFC for each of these executives FY2018. Theannis equal to, or lower than, the TFC paid to the previous incumbents.MrKing was appointed on the same TFC of $1,200,000.Mr Chadwick was appointed as Chief Financial Officerwith a TFC of $720,000.Mr Winstanley was appointed Chief Merchandise Officer with a TFC of $795,000.FY2018OutcomesThe net profit gateway condition, which requires a minimum level of NPAT to be achieved before STI can be awarded, was not met in respect of the FY2018STI.Accordingly, no STI was payable to any participants.The measures underpinning the FY2015 LTIP werealigned to the then “New Myer”strategy. Following the release of our financial results in September 2017,the performance rights granted to executives in December 2014were tested against the EPS, relative TSR and Business Transformation hurdles. The hurdles for EPS and relative TSR were not met, and accordingly the rights subject to these performance hurdles lapsed.The performance rights subject to the Business Transformation hurdle were assessed and determined by the Board to have been partially met, and accordingly, 33 percent of these rights vested, being 8.3percent of the total number of rights granted.The Business Transformation measures compare Myer’s actual performance against the target performance for the Business Transformation Hurdle metrics set out in Myer’s business planat the time.The assessed level of performance for the Business Transformation hurdle for the period 26July 2014 to 29July 2017 under the FY2015LTIP is shown below:Retention of MyerOnecustomers -(premium & platinum members)Increased MyerOne sales as a -ntgeof business salespercea NPS improvement greater than 10%Net Promoter ScoreCustomer conversion rate-Target sales per square metre-Target profit per square metre-ase in concession Mix of wholesale, MEB and concession Partially achieved incresales salesTarget Operating Gross Profit- size Target basket sizeAchieved target basketre than 80%Increase in number of page viewsIncreased by moIn addition to the FY2015 LTIP, in December 2014 Mr Umbers and Mr Bracken were grantedperformance rights that were subject to a continuous service condition. These additional performance rights were granted to recognise significant incentive arrangements forfeited upon leaving their previous employers to join Myer. Mr Umbers was employed by the Company at the date of testing, and therefore his grihts vested. Mr Bracken’srights wereforfeited. Performance rights granted to KMP in January 2016under the FY2016 LTIP will be tested for vesting following the release of the Company’s financial results in September 2018, against aROFEand growth Sales Per Square Meter targets. Full details ofpeo rfrmance against the hurdles and any vesting will be reported in the Company’s FY2019 remuneration report.•••••••••••••��31MyerAnnual Report 2018 REMUNERATION REPORT Continued 4.3.TOTAL REALISED PAYLong Short Term Term IncentiveIncentiveSTI deferred Vested&Termination Actual Cash Super-FY2017 Namefrom exercisedand other FY2018 salaryannuationSTIprior LTIPpaymentsRemunerationyearExecutive Directors Executive KMPThe table below sets out the actual remuneration received by KMP in FY2018. The table has not been prepared in accordance with accounting standards but has been provided to outline clearly the remuneration outcomes for Executive KMP. Remuneration outcomes prepared in accordance with the accounting standards are provided in Section 7.J King2018195,238-----195,238N Chadwick2018351,71010,787362,497----M Cripsey2018342,21710,283----352,500A Sutton2018639,91120,08964,23313,977097-175,887914,A Winstanley201882,024-----82,02414020,049208,045R Umbers2018639,84,702-540,8111,492,747G Devonport2018435,88713,366-83,806-510,2941,043,353D Bracken201890,834583,251----674,085(1)Cash salary includes short term compensated absences and any salary sacrifice arrangement implemented by the Executives, including additional superannuation contributions.(2)Executives receive a statutory superannuation contribution up to a threshold limit in line with the ATO published maximum superannuation contribution base.STI payments relating to FY2017performanceand conditions, but paid during FY2018. Includes only the non-deferred (3)component.(4)Deferred STI relating to FY2016 performance and conditions, paid during FY2018. For Mr Umbers this value represents the number of deferred rights vesting underthe deferral plan, multiplied by the Myer share price at vesting (calculation assumes a share price of $0.74). For other executives, the value represents a cash payment.(5)The number of performance rights vested and exercised underthe FY2015LTIP multiplied by the Myer share price at vesting (calculationassumes a share price of $0.71).Mr Sutton had 19,825 performance rights linked to business transformation vest, whileMr Umbers had 267,013 performance rights linked to continuous service vest, and 28,086performance rights linked to business transformation vest.Mr King and Mr Winstanley have rights vest under their alignment equity plans, these rights are not exercisableuntil the end of the three year performance period.(6)Mr King was appointed as CEO and Managing Director on 4 June 2018. He does not receive superannuation contributions due to his tax status.As per the terms of his employment contract, and consistent with market practice, Mr King is entitled to relocation and expatriate support, including rental assistance. This support has not been included in this table. More details can be found in Section 7.(7)Mr Chadwick was appointed asChief Financial Officer on 29 January 2018.(8)Mr Cripsey was appointedasChief Digital and Data Officer on 11 November 2015, and was promoted to KMP as the Chief Operating Officer on 29 January 2018. The remuneration in the above table relates only to the time Mr Cripsey was considered a KMP. (9)Mr Sutton’s other payment represents a ‘cashing out’ ofhisaccrued long serviceleave.(10)Mr Winstanley was appointedasChief Merchandise Officer on 25 June2018.He does not receive superannuation contributions due to his tax status.As per the terms of his employment contract, and consistent with market practice, Mr Winstanley is entitled to relocation and expatriate support, including rental assistance. This support has not been included in this table. More details can be found in Section 7.(11)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018, and his notice period concluded on 31 July 2018. His termination payment consists of all payments made post 14 February 2018, which were the minimum payments required under the terms of his employment.Mr Umbers’finaltermination paymentwas madesubsequent to 28 July 2018and is not included in the table above, but was provided for in FY2018 and is included in Section 7. (12)Mr Devonport stepped down as Chief Financial Officer on 28 January 2018, and his notice period concluded on 21 March 2018.His termination payment consists of all payments made post 21 March 2018, which were the minimum payments required under the terms of his employment.(13)Mr Bracken stepped down as KMP on 19 July 2017, and his notice period concluded on 19 January 2018. His termination payment was the minimum amount required under the terms of his employment.(1)(2)(3)(5)(4)(6)(7)(8)(9)(10)(11)(12)(13)Former Disclosed Executives 32MyerAnnual Report 2018 REMUNERATION REPORT Continued 5.REMUNERATION GOVERNANCE 5.1.REMUNERATION COMMITTEE5.2.USE OF REMUNERATION CONSULTANTSThe Board reviews its role, responsibilities, anpd erformance To ensure it is fully informed when making remuneration annually to ensure that the Company continues to maintain decisions, the Committee draws on services from a range of and improve its governance standards.external sources, including remuneration consultants where appropriate. The Company’s guidelines on the use of The Board is responsible for ensuring the Company’s remuneration consultants aim to ensure the independence of remuneration strategy is equitable and aligned with Company remuneration consultants from Myer’s management, and performance and shareholder interests. The Board conducts include the process for the selection of consultants and the an annual review of the remuneration strategy of the business. terms of engagement. To assist with this, the Board has established a Human Resources and Remuneration Committee (Committee) made Remuneration consultants are engaged by the Committee up of non-executive directors only. The Committee charter is Chairman, and report directly to the Committee. As part of this available on the Company’s Investor Centre website.engagement, an agreed set of protocols to be followed by the consultants, the Committee, and management, have been When making remuneration decisions, the Committee will also devised that determine the way in which remuneration give consideration to the Company’s internal succession plan recommendations are developed and provided to the Board. and capability profile.Thisprocess is intended to ensure that any recommendation Ms Chris Froggatt hasservedas the Chairmanofthe made by aremuneration consultant is free from undue Committeesince 2011. In July 2018 Ms Froggatt stood down influence by the KMP to whom any recommendations may as Chairman, and Mr Ian Cornell was appointed Chairman.relate.Other members of the Committee are Ms JoAnneStephenson During FY2018the Board continued to engage Ernst & Young andMr Garry Hounsell.(EY) to provide various remuneration advice, including In performing its role, the Committee has the responsibility to benchmarking data, market commentary and professional make recommendations to the Board on:guidance regarding Myer’s executive remuneration and incentive plans. During this engagement no remuneration non-executive director fees;recommendations as defined by the executive remuneration (for the Managing Director and were provided to the Company by EY.CEO and other executives) including specific recommendations on remuneration packages and other terms of employment;the overarching remuneration framework including the policy, strategy and practices for fixed reward and both short and long term incentive plans and performance hurdles; andthe health of the organisation, suitable succession coverage, organisational culture and diversity. The Committee has been established under rule 8.15 of the Constitution of the Company. Further information on the role of the Committee, its membership andmeetings held throughout the year will be set out in the Corporate Governance Statement (available on the Company’s website) and the Directors’ Report.The CEO and the Head of the Human Resources function are regular attendees at the Committee meetings. The CEO was not present during any Committee or Board meetings when his remuneration was considered or discussed during the financial year.The Committee must at all times have regard to, and notify the Board as appropriate, of all legal and regulatory requirements, including any shareholder approvals required in connection with remuneration matters.The Committee Chairman,or if he is not available, a Committee member, will attend the Annual General Meeting and be available to answer any questions from shareholders about the Committee’s activities or, if appproriate, the Company’s remuneration arrangements.••••iCorporatons Act 200133MyerAnnual Report 2018 REMUNERATION REPORT Continued 6.EXECUTIVE REMUNERATION Remuneration for executives is delivered through a mix of fixed and variable (or ‘at risk’)pay, and a blend of short and longer term incentives. As executives gain seniority within the Company, the balance of this mix shifts to a higher proportion of ‘at risk’ pay.As outlined in the diagram in Section 3,executive remuneration is made up of threecomponents:Total Fixed Compensation;Short-Term Incentives; andLong-Term Incentives.The combination of these components comprises an executive’s total remuneration. TFCprovides the base level of reward and is set at a level to attract and retain high calibre executives. What is TFC is structured as a total fixed remuneration package, made up of base salary, superannuation, other included in benefits and Fringe Benefits Tax, where applicable. Some of the benefits include the opportunity to receive a TFC?portion of their fixed remuneration in a variety of forms, including fringe benefits such as motor vehicles, or to make additional contributions to superannuation or retirement plans (as permitted by relevant legislation).How is TFC TFC levels for each executive are set with reference to the market, the scope and nature of each role, the reviewed?incumbent’s experience and individual performance.The Committee typically reviews and makes recommendations to the Board regarding TFC for KMP and senior executives annually in July, having regard to Company and individual performance and relevant comparative remuneration in the market. However, given current financial performance the Board decided not to undertake a review in FY2018. The Board may also consider adjustments to executive remuneration outside of this as recommended by the CEO, such as on promotion or as a result of additional duties performed by the executive.Where new senior executives join the Company or existing executives are appointed to new roles, a review and benchmarking of fixed and total remuneration is conducted prior to the offer and execution of a new employment contract.Which Remuneration for KMP is considered in the context of the skills and experience being sought and the global benchmarks are senior retail market, as well as in relation to the other industries where we are increasingly seeking talent. used?Benchmarking is also undertaken against local industry peer groups and companies with a similar market capitalisation to Myer where relevant for the roles under review. Myer’s STI plan for KMP and other senior executives operates on an annual basis subject to Board review and approval. The FY2018STI applied to all eligible executives,includign KMP, subject to certain conditions and performance criteria being met which are reviewed and approved annually by the Board.What is the STI The STI plan is an annual, at risk component of an executive’s reward opportunity, designed to put a plan?meaningfulpart ofthe executive’s remuneration at risk. Payment under the STI is subject to achieving pre- determined Company and individual performance criteria.All senior managers, includingKMP and Group Executive,participate in the STI, with the excpetioninitiallyof the new CEO. What is the STI targets are set as a percentage of the executive’s TFC. The current maximumlevels for KMP are set out value of the STI below.opportunity?CEO (J King)–Not participating in FY2018 or FY2019.Previous CEO (R Umbers) –90percentof TFC.Other KMP –60 percent of TFC.Does the STI 40 percent of any award payable to members of the Group Executive is deferred for 12 months following the include a end of the Performance Period.deferred The deferred component of the CEO’s STI (when eligible)is provided as Restricted Shares while the deferred component?component for other Group Executives is paid in cash following the end of the deferral period.•••••• 6.1.TOTAL FIXED COMPENSATIONFeatures of Total Fixed Compensation 6.2.SHORT TERM INCENTIVEForm and purpose of the plan 34MyerAnnual Report 2018 REMUNERATION REPORT Continued Gateway and performance measures Governance Is there a The Board considers it critical that the Company should achieve a minimum acceptable level of profit before any performance payments are made under the STI plan, to reflect the focus on returns to shareholders. No STI is awarded to ‘gateway’ and any participants if minimum performance across the Company does not reach the pre-determined threshold how is it NPAT level. determined?The NPAT gateway is determined by the Board each year, with reference to the annual business plan, economic conditions and other relevant factors.What were the To incentivise performance against the transformation agenda, the FY2018STI was structured around two key FY2018components:performance NPAT, weighted at 45 percent of the total potential award; andmeasures?Individual objectives, including key financial measures related to the executive’s role, weighted at 55percent of the total potential award.While each measure is assessed in isolation, any payment is subject to the achievement of the NPAT gateway. Why were the Overall performance measures are selected to align with annual and long term business plans. Details of the performance FY2018performance measures, and the strategic objectives theyare aligned to, are set out in Section 3.measures TheBoard believes that the largest component of an executive’s STI award should be driven by the financial selected?performance ofthe Company, and accordingly 45percent of the STI is linked to Company NPAT, providing close alignment with shareholder outcomes.Otherfinancial and strategic objectives in the performance scorecard are set by the CEO (and approved by the Committee and the Board), and, combined with the Company NPAT measure, are intended to drive our strategy and deliver our financial results. These objectives and their targets align with our key financial metrics and strategic goals, and the measures selected for each executive are determined by reference to the specific objectives of the executive’s role for the financial year.Given that STI rewards are contingent on performance across a range of measures, maximum STI rewards can only be achievedwhen performance is superior across all measures.The disclosure of prospective STI measures and targets would provide the market and our competitors with our Are the STI financial forecasts, and it is for this reason thatwe do not disclose them in advance. We will disclose outcomes performance and/or performance against targets in instances where the disclosure would notinvolve the release of measures and commercially sensitive information.targets disclosed?When are Performance objectives and targets are set at the beginning of the financial year, while performance against performance these targets is reviewed following the end of the financial year. targets setand reviewed?How is The Committee determines whether, or the extent to which, each target is satisfied following the end of the performance financial year, once the Company’s annual accounts are audited and have been approved by the directors.measured?If the hurdle is satisfied, an STI may be paid to participating KMP and other executives. Thequantum of any STI reward provided will depend on the extent to which the maximum reward is achieved. A minimum threshold is also set, below which no STI reward will be provided. Once it has been determined whether each objective has been satisfied, the Committee will make a recommendation to the Board for approval of the STI awards to be paid to the CEO and executives.The Committee is responsible for assessing whether the performance criteria are met. To help make this assessment, the Committee receives reports on the Company’s performance from management. All proposed STI awards are only made once the Company’s financial performance has been verified by internaland external audit. The Committee has the discretion to recommend to the Board an adjustment to any award in light of unexpected or unintended circumstances.When are The component of the STI awards approved by the Board that is not subject to deferral is paid to participating incentives paid?KMP and executives in the month following the releaseof the Company’s results to the ASX.When eligible to participate, the deferred component of the CEO’s STI is provided as Restricted Shares, which the CEO will not be able to deal with during the 12 month deferral period. The deferred component of other Group Executives is padi in cash following the end of the 12 month deferral period.••35MyerAnnual Report 2018 REMUNERATION REPORT Continued Cessation of employment, clawback or change of control FY2018OutcomesProportion Maximum Actual STI of max. Amount of STI (as % Maximum STI % paid Actual STI Total STI STI not max. STI not Nameof TFC)STI$(cash)deferredAwardedawardedpaidpaid$If an individual Participants leaving employment during the performance year are generally not eligible to receive an award ceases under the STI. In certain circumstances (such as redundancy), the Board may consider eligibility for a pro rata employment payment. during the performance year, will they receive a payment?Does a The STI Plan allows the Board to take any steps that it determines appropriate to recover from the individual ‘clawback’ executive any STI reward that was incorrectly provided as a result of a material misstatement in, or omission apply?from, the Company’s financial statements. The provision applies only to those executives who were KMP of the Company at the time the financial statements were approved by the Board and issued by the Company. How would a The Board has absolute discretion in relation to the treatment, payment or provision of STI awards on a change change of of control, which it would exercise in the best interests of the Company. The Board may also give the CEO control impact notice that the restriction period for any Restricted Shares will end if certain change of control events occur.on STI entitlements?A detailed discussion of the FY2018STI outcomes is presented in section 4.2. The percentage of theavailable STI reward that was paid in the financial year, and the percentage and value that was not paid for eligible disclosed executives is set out below. N Chadwick60%217,4990.0%---100.0%217,499M Cripsey60%211,5000.0%---100.0%211,500A Sutton60%396,0000.0%---100.0%396,000R Umbers90%585,0000.0%100.0%585,000---(1)Mr King, MrWinstanley and Mr Devonport were not eligible to participate in the FY2018 STI plan and therefore have not been included in the table.(2)Reflects the proportion and amount of the maximum STI that was forfeited due to the performance criteria not being achieved and scaling of the STI pool toaccount foraffordabilit y. (3)Mr Chadwick was appointed Chief Financial Officer on 29 January 2018, his STI opportunity is pro-rated based on time in role.(4)Mr Cripsey was appointed Chief Digital and Data Officer on 11 November 2015, and was promoted to KMP as the Chief Operating Officer on 29 January 2018. The figures reported in this table include only remuneration for the period in FY2018 that he was considered KMP. (5)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018. As Mr Umbers was in his role for more than six months, he was eligible for an STI payment, based on the time he was acting in the role. (1)(2)(2)(3)(4)(5)Former Disclosed Executives 36MyerAnnual Report 2018 REMUNERATION REPORT Continued 6.3.FY2018LONG TERM INCENTIVE PLANForm and purpose of the plan Vesting and performance hurdles Features of the LTIPapplicable in respect of FY2018 are outlined in the table below. In FY2018the Board granted performance rights under the LTIP to KMP and other senior executives.What is the LTIP?The LTIP is an incentive that is intended to promote alignment between executive and shareholder interests over the longer term. Under the LTIP, performance rights may be offered annually to the CEO and nominated executives, including KMP. The employees invited to participate in the plan include executives who are considered to play a leading role in achieving the Company’s long term strategic and operational objectives.Each right offered is an entitlement to one fully paid ordinary share in the Company, subject to adjustment for capital actions, on terms and hurdles determined by the Board, including hurdles linked to Company performance and service.How is the LTIP The LTIP is delivered via a grantof performance rights. The number of perfo rmance rigsatest is not ht thvdelivered?determined until after the end of the Performance Period.The performance right will therefore not provide any value to the holder between the dates the performance right is granted and the end of the Performance Period, and then only if the performance hurdles are satisfied.Performance rights do not carry entitlements to ordinary dividends or other shareholder rights until the performance rights vest and shares are provided. Accordingly, parpticiating executives do not receive dividends during the Performance Period.How is the The number of performance rights for each executive is determined as part of the calculation of total number of remuneration for an executive role. The Committee determines LTIP awards byassessing the quantum performance required to provide a market competitive total remuneration level, for on target performance.rights The exact number of performance rights allocated depends on each executive’s LTIP target. The value of the determined?performance rights at the time they are granted is calculated based on the Volume Weighted Average Price (VWAP) ofthe Company’s shares for the five trading days up to and including the closing date ofthe offer, which generally falls within 10 days of the Company’s Annual General Meeting.What is the The Performance Period commences at the beginning of the financial year in which the performance rights are Performance granted. For the performance rights granted under the FY2018LTIP, the PerformancePeriod started on 30 Period?July 2017and ends after three years on 25 July 2020. Following the end of the Performance Period and after the Company has lodged its full year audited financial results for FY2020with the ASX, the Board will test the performance hurdles that apply tothe FY2018LTIP offer and will determine how many performance rights ( if any) are eligible to vest. What are the The performance measures approved by the Board for the FY2018LTIP offer were ROFE, EPS and relative performance TSR:hurdles?50 percent of the Award is subject to the ROFE hurdle 25 percent of the Award is subject to the EPS hurdle25 percent of the Award is subject to the TSR hurdleWhy were the The hurdles were chosen to align shareholder returns with executive reward outcomes over the three year performancePerformance Periodand to complement the STI plan measures.hurdles chosen?The ROFE Hurdle was introduced to reflect the significant investment in additional capital, and an increase in short term costs that wererequired in the first three years of the New Myer plan.The measure ensures that executives are only rewarded if there is sufficient return on the funds raised from shareholders.The Board considers EPS the most effective measure for determining the underlygpin rofitability of the business.The TSR Hurdle was selected to ensure alignment between comparative shareholder return and reward for executives. This measure also provides a direct comparison of the Company's performance over the Performance Periodagainst a comparator group of companies that would, broadly, be expected to be similarly impacted by changes in market conditions. As there are few direct department store competitors listed in the Australian market, the peer group is focused on companies with similar impacts and scope. •••37MyerAnnual Report 2018 REMUNERATION REPORT Continued What is the The number of performance rights that vest will depend on how well Myer has performed during the vesting Performance Period. For superior performance, 100 percent of the performance rights will vest. Only a framework?percentage of performance rights will vest for performance below that level. If Myer does not achieve certain minimum thresholds then all the applicable performance rights will lapse, and no performance rights can vest.For the FY2018LTIP offer the following vesting hurdles apply:Up to but excluding 10.0% NilIncluding 10.0% and up to but excluding 11.0%Pro rata, with linear progression between 50% and up to 100% 11.0% or greater 100%The EPS Hurdle will be tested over the Performance Period by calculating the compound annual growth rate in the Company’sEPS using EPS at the end of FY2017as the base year. The resulting growth rate will be used to determine the level of vesting for the performance rights subject to the EPS Hurdle.The table below sets out the percentage of performance rights subject to the EPS Hurdle that can vest dependingon the Company’s growth in EPS:Up to but excluding 5.6% Nil Including 5.6% and up to but excluding 10% Pro rata, with linear progression between 50% and up to 100% 10% or greater100%The TSR Hurdle will be tested following the end of the Performance Period by comparing the Company’s total shareholder return performance over the Performance Period relative to a set peer group. The peer group consists of Standard & Poor’s ASX 200 market constituents (excluding Finance, Health Care, Utilities, Consumer Staples Global Industry Classification Standard (GICS) sectors and Metals and Mining or Oil, Gas and Consumer Fuels GICS Industry groups).The table below sets out the percentage of performance rights subject to the TSR Hurdle that can vest depending on the Company’s relative TSR performance:Up to but excluding 50percentileNil Including 50percentile and up to but excluding 75Pro rata, with linear progression between 50% and percentile up to 100% 75percentile or greater 100% Performance rights subject to the ROFE Hurdle (50 percent of the Award)Performance rights subject to the EPS Hurdle (25 percent of the Award)Performance rights subject to the TSR Hurdle (25 percent of the Award)The Company’s ROFE at the end of the %of performance rights subject to the ROFE Performance PeriodHurdle that will vest(rounded down to the nearest whole number)Growth in EPS% of performance rights subject to the EPS Hurdle that will vest(rounded down to the nearest whole number)TSR performance% of performance rights subject to the TSR Hurdle that will vest(rounded down to the nearest whole number)thththth38MyerAnnual Report 2018 REMUNERATION REPORT Continued Are the No. Each performance hurdle is only tested once at the end of the Performance Period.performance hurdles subject to retesting?Do any Any shares provided on vesting of the peghts will be subject to a restriction period of one year, rformance rirestrictions apply during which they cannot be sold, transferred or otherwise dealt with.once the rights vest?Cessation of The treatment of performance rights on cessation of employment will depend on the date as well as the employmentcircumstances of cessation. Generally, if an executive ceases employment on or before the end of the restriction period due to resignation, termination for cause or gross misconduct, they will forfeit any interest in the rights. If employment ceases on or before the end of the restriction period for other reasons, the executive will retain an interest in the vested shares. Subject to applicable law, the Board has the discretion to allow different treatment (although the discretion is only likely to be exercised in exceptional circumstances).How would a The Board has absolute discretion to allow full or pro rated accelerated vesting of performance rights in the change of control event of certain change of control events, and would exercise this discretion in the best interests of the impact LTIP Company. entitlements?Does a The LTIP includes provisions for rights to lapse and interests in shares allocated and subject to restriction to ‘clawback’ apply?be forfeited, at the Board’s discretion, if rights or shares are granted, eligible to vest or allocated as a result of a material misstatement in, or omission from, the Company’s financial statements. The Myer Board would only exercise this discretion in respect of those executives who were KMP of the Company at the time the financial statements were approved by the Board and issued by the Company.How would a The rights and entitlements attaching to performance rights may be adjusted if the Company undertakes a bonus or rights bonus or rights issue or a capital reconstruction in relation to the Company's shares. For example, in the event issue impact of a rights issue, the number of shares which an executive is entitled to be allocated on the exercise of performance performance rights may be changed in a manner determined by the Myer Board and consistent with the ASX rights under the Listing Rules.LTIP?Do performance At the end of the applicable Performance Period, any performance rights that have not vested will lapse, and rights expire?no shares will be provided for those performance rights.Do any other Executives are forbidden from entering into any hedging arrangements affecting their economic exposure to restrictions apply Performance Rights or restricted shares.to Performance Executives are also forbidden from entering into transactions or arrangements prohibited under the Company’s Rights prior to vesting or subject Securities Dealing Policy.to restriction?Cessation of employment, change of control, clawback, participation in future issues and hedging arrangements 39MyerAnnual Report 2018 REMUNERATION REPORT Continued Additional remuneration Total value of performance Valuation of each Number of End of rights at grant performance right performance Exercise Applicable Performance Namedate $at grant date $rights grantedpricehurdlesPeriodIn addition to standard remuneration arrangements, Mr King and Mr Winstanley were provided with additional equity as part of their original contract terms. The grants of Alignment Equity were designed to create animmediate alignment between Messrs King and Winstanley and shareholders. The allocation value was based on the five day VWAP prior to the announcement of their appointment. The rights will vest in equal monthlytranches, over three years, with the performance period beginning on the date of their commencement. At the end of the performance period the rights will convert to ordinary shares. The treatment of performance rights on cessation of employment will depend on the circumstances of cessation. When employmentceases for resignation or termination for cause, allunvested rights will automatically lapse. In other circumstances, unvested rights will continue to vest in equal instalments over the performance period and be automatically exercised on the original exercise date.Notethat ifachange of control occurs, the unvested rights will vest immediately and will be automatically exercised. Any vested but unexercised rightswill also be automatically exercised.In FY2018, KMP and other senior executives received a grant of performance rights. Theawards granted may deliver value to executives at the end of the three year Performance Period, subject to satisfaction of performance hurdles as set out in the table below.The following table summarises the FY2018performance rights granted to KMP during the year.J King900,0000.292,432,432Service4 Jun 2021nilN Chadwick450,0000.47340,909nilROFE25Jul20200.21170,4540nilTSR25 Jul 2020.47170,455nilEPS25 Jul 2020M Cripsey366,0000.47277,272nilROFE25 Jul 20200.21138,636nilTSR25 Jul 20200.47138,637nilEPS25 Jul 2020A Sutton396,0000.47300,0002020nilROFE25 Jul 0.21150,000nilTSR25 Jul 20200.47150,000nilEPS25 Jul 2020A Winstanley250,0000.35555,555nilService25 Jun 2021R Umbers1,080,0000.47818,181nilROFE25 Jul 20200.21409,090nilTSR25 Jul 20200.47409,092nilEPS25 Jul 2020G Devonport846,0000.47640,909nilROFE25 Jul 20200.21320,454nilTSR25 Jul 20200.47320,455nilEPS25Jul 2020(1)Total value at the time of grant is based on the 5-day VWAP immediately prior to allocation. (2)The valuation is calculated in accordance with AASB 2 Share Based Payment.(3)Mr King received a grant of share rights on appointment. The allocation value of the share rights was calculated based on ashare price of $0.37, which was the VWAP from 16 April 2018 to 20 April 2018. The rights will vest on a monthly basis from 4 June 2018to 4 June 2021.(4)Mr Cripsey’sgrant of performance rights relates to his previous role as Chief Digital & Data Officer, prior to his promotion to KMP. (5)Mr Winstanley received a grant of share rights on appointment. The allocation value of the share rights was calculated based on a share price of $0.45, which was the VWAP from 17 May 2018 to 23 May 2018. The rights will vest on a monthly basis from 25 June 2018 to 25 June 2021.(6)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018. The performance rights in this table held by Mr Umbers lapsedwhen his notice period concluded on 31 July 2018.(7)Mr Devonport stepped down as Chief Financial Officer on 28 January 2018.The performance rights in this table held by Mr Devonportlapsed when his notice period concluded on 21 March 2018.(1)(2)(3)(4)(5)(6)(7)Former Disclosed Executives 40 TROPER NOITARENUMERdeunitnoC PMK EVITUCEXE ROF SEMOCTUO NOITARENUMER7.%83%31%43%42%91%41%0%03%6%92%0%5 sevre sr dna sdradnats gnuoccnaveler hitw ecnadrocca nidoireeht gud desnepxe tnuomaeht tcelfer descsistnuoma eht ,senecni noitneter dna stnemyadesab erahs fo esac eht In .deicfo dedrawa ro anoitarenumer eh tfo tnemele hca%83%31%43%42%91%41%0%03%6%92%0%5intid at p.sbat gniwo feht nwohs tnuoma enaht ssel ro erom eb yam hcihw ,d475,034573,234186,045002,888192,267172,381781,612,1247,447,1437,439961,742,1119,693159,180,1351,638,4lelol758,261850,85087,181495,012677,541615,62)027,556(244,325625,85021,763)519,771(808,84641,580,1in p efo tnuoma dna erutan eht fo silated swohs tI .717,762713,473109,853606,776515,616557,651709,178,1003,122,1802,678940,088628,475341,330,1700,157,3inrth ---788,571--144,792,1-492,015-152,385--851103047,4)198,671()779,21(66)161,9(532,5)757,4(511,3)524,8(743,4)082(loioreeht gnirudl au d955,762610,473161,453016,876294,926986,651726,385560,612,1176,073439,678-697,820,1782,157,3 p787,01382,01980,02616,91-940,02616,91663,31616,91-056,02894,97-ivtiddeht otdiaiv eh tfo A003 nin 123,27915,11166,1016,81)805,03(566,47)265,57(560,61)285,87(821-)197,22()601,73( plylaca tnuomeht tcelfer yilrassecen ton seod isht lygnidroccaiotces hitw ecnadroccni deraperneeb sah elbat gwollof ehTtu------------ p a017,153712,243119,936483,046420,28041,936483,081,1788,534091,758-739,030,1598,807,3832,591 a810281028102810271028102 p8102710281027102810271027102ior pisht devorptropnoveD GyelnatsniW AkciwdahC NinnekcarB DyesC MsrebmU Rin nottuS AgniJiprid K1002 tcA snarorpoCiot noitarenumeR fo gnitsisnocsth%igrlatoTesnepxe n339,220,5iotarenumer latoT desab tnemyap-erahS)403,531(esnepxe gnidulcxE desab erahsstnemyap732,851,5 noitanimreT rehto &stifeneb mret-gnoLstnemyap378,665,2 gnoL ecivres)969,391(evaellatotbuS333,587,2 tsoP tnemypme475,47r-epuSsitfenebnoitaunnalostifeneb eeyolpme mrett-rohS236,42rehtOITS hsaC721,686,2yrlaasYF noitarenumeR PMKl atoT8102srotceriD evitucexEemaNPMK evitucexE7)()6()4()5()3(2)()1( fo % ecnamrofreP detalerniotarenumer1)1(3)1()9()01(2)1(4)1(8)( sevitucexE desolcD remroFis41MyerAnnual Report 2018 REMUNERATION REPORT Continued Footnotes7.1.UNVESTED PERFORMANCE RIGHTSValue per instrument Vesting date (if holder Number of at grant remains employed by a Grant typeGrant dateinstrumentsdate $Myer Group company)Expiry dateTotal10,217,169(1)Cash salary includes short term compensated absences and any salary sacrifice arrangement implemented by the Executives, including additional superannuation contributions. (2)STI payments relate to program performance and conditions for the year they were earned, not the year of actual payment.(3)Other short-term employee benefitsinclude the movement in Annual Leave accrual, and Fringe Benefits Tax paid by the Company in respect of Company provided car parking up to the end of March 2018(in accordance with the FBT year), and relocation and expatriate support for Mr King and Mr Winstanley.(4)There were no post-employmentbenefits paid other than superannuation.(5)Executives receive a statutory superannuation contribution up to a threshold limit in line with the ATO published maximum superannuation contribution base, with the exception of Mr King and Mr Winstanley, who do not receive superannuation due to their tax status. (6)This benefit includes the movement in long service leave accrual.Mr Sutton ‘cashed-out’ a portion of his long service leave accrual during the period. This payment is included in other payments of his long-term benefits.(7)The share based payment expense represents the amount expensed for the period based on valuations determined under AASB 2 Share Based Payment. This expense is based on the fair value at grant date, and reflects expectations of the number of rights expected to vest. Where expectations change in relation to vesting, adjustment is made in the current period to reflect this change. As the equity grant may fully vest, partially vest or not vest at all, the benefit that the KMP ultimately realises is likelyto be different to the amountdisclosed in a particular year. The amount disclosed does not represent cash payments received in the period, and if vesting conditions are not met may result in reversal of the remuneration amount in a future period. There were no other equity-settled share based payments and there were no cash-settled share based payments.(8)Mr King commenced as CEO on 4 June 2018. Mr King's other short-term benefitsincludes $33,067 of relocation expenses,grossed up allowances of $23,944for rental assistanceand $1,186for health insurance.(9)Mr Chadwick commenced as Chief Financial Officer on 29 January 2018.(10)Mr Cripsey was appointed as Chief Operating Officer on 29 January 2018. The figures in this table relate to the period ofthe yearthathe was considered KMP.(11)Mr Winstanley commenced as Chief Merchandise Officer on 25 June 2018. Mr Winstanley's other short-term employee benefits include $55,766of relocation expenses, grossed allowancesof $12,147for rental assistances and$903for health insurance.(12)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018, and his notice period concluded on31 July 2018. His termination payment consists of all payments made post 1payments required 4 February 2018, which were the minimum underthe terms of his employment.(13)Mr Devonport stepped down as Chief Financial Officer on 28 January 2018, and his notice period concluded on21 March 2018. His termination payment consists of all payments made post 28 January 2018, which were the minimum payments required under the terms of his employment.(14)Mr Bracken stepped down as KMP on 19 July 2017, and his notice period concluded on 19 January 2018. His termination payment was the minimum amountrequired underthe terms of his employment.Details of performance rights granted to KMP under the previousequiy t incentive plans that remain unvested as at 28July 2018are set out in the table below.Rights (Service hurdle)5 Jan 2016173,913$1.01End of performance period31 Oct 2018Rights (ROFE hurdle)5 Jan 20161,111,955rmance period2020$1.01End of perfo31 Oct Rights (Sales/SQM hurdle)1,111,9555 Jan 2016$1.01End of performance period31 Oct 2020Rights (ROFE hurdle)1522 Dec 2016679,3$1.25End of performance period31 Oct 2019Rights (EPS hurdle)22 Dec 2016339,658period31 Oct 2019$1.25End of performance Rights (TSR hurdle)22 Dec 2016339,660$0.84End of performance period31 Oct 2019Rights (ROFE hurdle)21 Dec 20171,736,36231 Oct 2020$0.47End of performance periodRights (EPS hurdle)868,18421 Dec 2017$0.21End of performance period31 Oct 2020Rights (TSR hurdle)021 Dec 2017868,18$0.47End of performance period31 Oct 2020Rights (CEO only service hurdle)4 Jun20182,432,432n2021$0.29End of performance period4 JuRights (CMO only service hurdle)25 Jun2018555,555$0.35End of performance period25 Jun2021These performance rights apply to Mr Devonport, and were granted to recognise the significant incentive arrangements he forfeited upon leaving his previous employer to join Myer. The Board has agreedto use its discretion to vest these rights to Mr Devonport, as per the terms of the initial grant. Details of performance rights over ordinary shares in the Company currently provided as remuneration and granted during the current year to executive KMP are set out overleaf. Further information on the LTIP is set out in noteH4of the Financial Statements.(1)(1)42MyerAnnual Report 2018 REMUNERATION REPORT Continued 7.2.EQUITY INSTRUMENTS GRANTED TO KMPValue of Number of performance Number of rights performance rights at grant vested during the Value of rights at NameVesting Daterights granteddate$periodvest date $7.3.SHARES PROVIDED ON EXERCISE OF OPTIONS(1)(2)J King4 Jun 20212,432,432 900,00067,56727,027N Chadwick25 Jul 2020681,818450,000--M Cripsey25 Jul 2020554,545366,000--A Sutton25 Jul 2020600,000396,00019,82513,977A Winstanley25 Jun 2021555,555250,00015,4326,713R Umbers25 Jul 20201,636,363 1,080,000409,716292,747G Devonport25 Jul 20201,281,818846,000--(1)No performance rights were granted to non-executive directors during the reporting period.(2)The VWAP for the allocation of the FY2018 LTIPgrant was $0.66.g was appointed as CEO and Managing Director on 4 June 2018. The performance rights referred to in this table refer (3)Mr Kinto rights granted on his commencement. The VWAP for the allocation of the rightswas$0.37. The vesting date is the final vesting date, as this plan vests monthly in 36 equal tranches.(4)Mr Cripsey's grant of performance rights relates to his previous role as Chief Digital &Data Officer, prior to his promotion to KMP.(5)Mr Winstanley was appointed as Chief Merchandise Officer on 25 June 2018. The performance rights referred to in this table refer to rights granted on his commencement. The VWAP for the allocation of the rightswas$0.45.The vesting dateis the final vesting date, as this plan vests monthly in 36 equal tranches.(6)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018, andhis noticeperiodconcludedon31 July 2018. The performance rights grantedin this table lapsed when he leftthe Company's employment.Mr Devonport stepped down as Chief Financial Officer on 28 January 2018 and his notice period concluded on 21 March 2018. The performance rights referred to in this table lapsed when heleft the Company's employment.There were no ordinary shares in the Company provided as a result of the exercise of options to any director of the Company andKMP. No amounts are unpaid on any sharesprovided on the exercise of options.(3)(4)(5)(6)(7)Former Disclosed Executives(7) 43MyerAnnual Report 2018 REMUNERATION REPORT Continued 7.4.PERFORMANCE RIGHTS ON ISSUEValue of vested Maximum total Vested Forfeited performance value of grant yet NameGrant dateExpiry daterights%%to be expensed For each grant of options or grant of performance rights included in this report, the percentage of the grant that was paid, or that vested, in the financialyear, and the percentage and value that was forfeited because the service and performance criteria were not met is set out below. Options and performance rights vest provided the vesting conditions or performance hurdles are met. No options or performancerights will vest if the hurdles (either service or performance) are not satisfied, therefore the minimum value of the options or performance rights yet to vest is nil. J King4 Jun 20184 Jun 20212.7827,027-465,574N Chadwick29 Jan 201831 Oct 2021215,645---M Cripsey21 Dec 2017175,39131 Oct 2021---22 Dec 201631 Oct 2019---117,1415 Jan 201631 Oct 2020---54,913A Sutton21 Dec 201731 Oct 2021---189,76822 Dec 201631 Oct 2019---136,8385 Jan 201631 Oct 202059,905---15 Dec 201431 Oct 20178.3391.6713,977-A Winstanley25Jun 201825 Jun 20212.786,713148,043-R Umbers21 Dec 201725 Jul 2021----22 Dec 201631 Oct 2019----5 Jan 201631 Oct 2020----15 Dec 201431 Oct 201749.6250.38208,045-GDevonport21 Dec 201731 Oct 2021-100.00--22 Dec 201631 Oct 2019100.00---5 Jan 201631 Oct 2020254,142---This represents the maximum accounting value of the LTIPawards (rights) as at their grant date.Mr King was appointedas CEOand Managing Directoron 4 June 2018. The performanceg rihts referred to in this table refer to rights granted upon his appointment. These rights vest monthly overtheperiod 4 June 2018 to 4 June 2021.Mr Chadwick was appointedas Chief Financial Officer on 29 January 2018, and was granted performance rights uponhis appointment. Mr Cripsey's performance rights relate to his previous role as Chief Digital & Data Officer, prior to his promotion to KMP as the Chief Operating Officer on 29 January 2018.The grants under the FY2016 LTIP will be tested for vesting following the release of the FY2018 results anddetails disclosed in the FY2019Remuneration Report.Mr Winstanley was appointedasChief Merchandise Officer on 25 June 2018. The performance rights referred to in this table refer to rights granted uponhis appointment. These rights vest monthly over the period 25 June 2018 to 25 June 2021.Mr Umbers stepped down as CEO and Managing Director on 14 February 2018, and his notice period concluded on 31July 2018. The performance rights referred to in this table held by Mr Umbers which were granted on 22 December 2016 and 21December 2017lapsedwhen his notice period concluded. Other performance rights granted to Mr Umbers will be tested as per their original terms, and may vest if the performance targets are achieved. Mr Devonport stepped down as Chief Financial Officeron 28 January 2018 and his noticeperiodconcluded on 21 March 2018.A portion of performance rights referred to in this table held by Mr Devonport that were granted on 5 January 2016 were linked to his continuous service, these rights will vest in FY2019. All other rights will be forfeited.(1)(2)(3)(4)(5)(5)(6)(7)(5)(8)(5)Former Disclosed Executives (1)(2)(3)(4)(5)(6)(7)(8) 44MyerAnnual Report 2018 REMUNERATION REPORT Continued 8.EXECUTIVE SERVICE AGREEMENTS 9.EQUITY Remuneration and other terms of employment for the CEO and other KMP are formalised in service agreements. The termination provisions for KMP, as set out in their service agreements, are described below:J KingRolling contract 12 months12 monthsN ChadwickRolling contract6 months6 monthsM CripseyRolling contract6months6 monthsA SuttonRolling contract3 months6 monthsA WinstanleyRolling contract6 months6 monthsR UmbersRolling contract6 months12 monthsG DevonportRollingcontract 3 months6 monthsMr Umbers stepped down as KMP on 14 February 2018.Mr Devonport stepped down as KMP on 28 January 2018.The agreements also provide for an executive’s participation in the STI and LTI plans subject to Board approval of their eligibility and in accordance with the terms and conditions of the respective plans. In addition, Mr Kingand Mr Winstanley have been provided with support relating to their relocations, and are entitled to the following benefits: Coverage of costs associated with moving personal and household items,and tax services for the first year of their assignments; andOngoing rental assistance, health care coverage and areturn flight to and from the USA or the United Kingdom annually, and other costs related to their Australian residency.The cost to the Company in providing this support forthe year ended 28 July 2018is summarised in Section 7.The number of rights over ordinary shares in the Company held during the financial period by executive KMP of the Company,including their personally related parties, are set out below. No rights over ordinary shares are held by non-executive directors.J King2,432,4322,432,432---N Chadwick-681,818--681,818M Cripsey-554,545554,545--A Sutton834,471600,000(19,825)(205,175)1,209,471A Winstanley-555,555--555,555R Umbers2,316,3221,636,363(295,099)(273,650)3,383,936G Devonport1,597,8961,281,818(2,021,019)858,695-R Umbers1,507,879808,4432,316,322--D Bracken1,226,357673,703--1,900,060G Devonport858,695739,2011,597,896--A Sutton627,202296,429(11,145)(78,015)834,471(1)All vested rights are exercisable at the end of the period.(2)Mr Cripsey'sperformance rights relate to his previous role as Chief Digital & Data Officer, prior to his promotion to KMP as the Chief Operating Officer on 29 January 2018.(3)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018, and is no longer considered KMP from this date. The performance rights referred to in this table held by Mr Umbers which were granted on 22 December 2016 and 21 December 2017lapsedwhen his notice period concluded on 31 July 2018. Other performance rights granted to Mr Umberswill be tested as per their original terms, and may vest if the performance targets are achieved.(4)Mr Devonport stepped down as Chief Financial Officer on 28 January 2018 and is no longer considered KMP from this date. A portion of performance rights referred to in this table held by Mr Devonport that were granted on 5 January 2016 were linked to his continuous service, these rights will vest in FY2019. All other rights will be forfeited.Termination notice period, or Termination notice period payment in lieuof notice initiated NameContract typeinitiated by KMPby CompanyOpening balanceGranted as ExercisedLapsedClosing balancecompensation20182017Former Disclosed Executives Former Disclosed Executives(1)(2)(2)(3)(4)(1)(2)••(1) 45MyerAnnual Report 2018 REMUNERATION REPORT Continued The number of shares in the Company held during the financial period by each director of the Company and other KMP of the Company, including their personally related parties are set out below. There were no shares granted during the reporting period as compensation. G Hounsell --1,000,0001,000,000I Cornell16,000250,000-266,000C Froggatt24,05624,056--J Morrison--89,78889,788J Stephenson95,00095,000--R Thorn225,400--225,400D Whittle12,34512,345--P McClintock258,400---A Brennan75,122---J King--50,00050,000N Chadwick50,00050,000--M Cripsey----A Sutton11,14519,825(30,970)-A Winstanley----R Umbers326,847295,099--G Devonport252,000---P McClintock258,400--258,400A Brennan75,12275,122--I Cornell16,000--16,000C Froggatt24,056--24,056J Stephenson----R Thorn225,400--225,400D Whittle12,345--12,345R Umbers212,230114,617-326,847DBracken50,000--50,000G Devonport252,000252,000--A Sutton45,24911,145(45,249)11,145(1)Mr McClintock retired as Chairman and non-executive directoron 24 November 2017.His holdings for the end of the period have not been reported in the table above. (2)Ms Brennan retired as a non-executive directoron 24 November 2017.Her holdings for the end of the period have not been reported inthe table above. (3)Mr Umbers stepped down as CEO and Managing Director on 14 February 2018, and his notice period concluded on 31 July 2018.His holdings for the end of the period have not been reported in the table above. (4)Mr Devonport stepped down as Chief Financial Officer on 28 January 2018 and his noticeperiodconcluded on 21 March 2018. His holdings for the end of the period have not been reported in the table above. Mr Bracken stepped down as a KMP on 19 July 2017, and his notice period concluded on 19 January 2018.Received on exerciseof rights to Other changes Opening balancesharesduring the yearClosing balance2018DirectorsExecutiveKMP2017DirectorsExecutive KMPFormer Directors Former Disclosed Executives(1)(2)(3)(4)(5)(5) 46MyerAnnual Report 2018 REMUNERATION REPORT Continued 10.LOANS 11.DEALING IN SECURITIES 12.NON-EXECUTIVE DIRECTOR REMUNERATION There were no loans made to KMP or entities related to them, including their personally related parties, or other transactions at any time during FY2017or FY2018.Under the Securities Dealing Policy, directors and senior executives are prohibited from entering into hedging arrangements with respect to the Company’s securities. A copy of the Securities Dealing Policy is available on the Myer Investor Centre website.Fees and payments to non-executive directors reflect the demands upon and responsibilities of those directors. The Board, on the recommendation of the Committee, reviews non-executive directors' fees and payments at least once a year. As part of that review, the Board considers the advice of independent remuneration consultants in relation to:Chairman’s fees and payments;non-executive directors’ fees and payments; andpayments made in relation to the Chairman of committees or for other specific tasks that may be performed by directors. Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit as approved from time to time by Myer shareholders at the Annual General Meeting. The maximum agggreate limit includes superannuation contributions for thebenefit of non-executive directors and any fees which a non-executive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out-of-pocket expenses, genuine special exertions fees paid in accordance with the Company’s constitution, or certain issues of securities under ASX Listing Rule 10.11 or 10.14, with the approval of shareholders. The current maximumagggreate fee pool limit is $2,150,000 per annum. The agggreate fee pool limit has not changed since the Company was listed in November 2009. Base fees for non-executive directors include payment for participation on Board Committees, however an additional payment is made to those who serve as Chairman on a committee to recognise the additional responsibility and time requirements involved in chairing a committee. As discussed in Section 2, the Chairman and non-executive directors’ fees have been reduced to align them with market practice for companies with a similar market capitalisation. The Chairman fee was initially reduced from $400,000 in FY2017 to $350,000 from the start of FY2018. The Chairman fee, along with other non-executive directors’ fees, the Audit Finance and Risk Committee and Human Resources and Remuneration Committee Chairman feeswere subsequently reduced from21 March 2018onwards.The following yearly fees applied in FY2018:Chairman (all inclusive)$350,000$300,000Other non-executive directors$150,000$120,000Deputy Board Chairman$25,000-Audit Finance and Risk Committee –Chairman$30,000$20,000Audit Finance and Risk Committee –member--Human Resources and Remuneration Committee –Chairman$22,500$20,000Human Resources and Remuneration Committee –member--Nomination Committee –Chairman--Nomination Committee –member--Non-executive directors are not entitled to any additional remuneration upon retirement. Superannuation contributions required bylegislation are made from the fee paid to directors and fall within the agggreate fee pool limit. Non-executive directors do not receive performance based pay. However, they are able to purchase shares in the Company, which can be acquired on market during approved trading ‘windows’ for share trading consistent with the Company’s Securities Dealing Policy.Each non-executive director will target the purchase of a shareholding in the Company that, as at the date of the last purchase, is equivalent to at least one year’s non-executive director’s base fees, progressively over three years from the date of their appointment, for new non-executive directors, and within three years from April 2018 for existing non-executive directors. •••Base annual fees30 July 2017 21 March 2018–20 March 2018–28 July 2018Additional annual fees47MyerAnnual Report 2018 REMUNERATION REPORT Continued The table below shows the remuneration amounts recorded in the financial statements in the period for non-executive directors: G Hounsell2018146,896294,37816,748458,022I Cornell2018125,87713,214139,091-2017135,750-14,250150,000C Froggatt2018145,41715,265-160,6822017156,113-16,387172,500J Morrison201897,596140,17810,245248,019J Stephenson2018141,09814,811155,909-201780,730-8,47489,204R Thorn2018125,87713,214-139,0912017135,750-14,250150,000DWhittle2018125,877-13,214139,0912017135,75014,250150,000-P McClintock2018104,7866,683111,469-2017380,384-19,616400,000A Brennan201851,832-5,44157,2732017162,90017,100180,000-20171,187,377104,3271,291,704-Mr Hounsell commenced as a non-executive directorand Deputy Chairman on 20September 2017; was appointed Chairman on 24 November 2017; and was appointed Executive Chairman on 14 February 2018 for the period until 3 June 2018, andhereverted to non-executive Chairmanon 4 June2018. Mr Hounsell was a paid a fee of $83,333 per month for the period he was Executive Chairman. The Company paid $587FBT in relation to car parking provided to Mr Hounsell. Ms Morrison commenced as a non-executive directoron 17 October 2017. In addition to her non-executive directorfees, Ms Morrison was paid $68,075for her role as a director ofthesass & bide and Marcs and David Lawrenceentitiesduring the period up until 4 June 2018,and $72,103 for marketing consulting services provided to the Company. Mr McClintock retired as a non-executive directoron 24 November 2017.Ms Brennan retired as a non-executive directoron 24 November 2017.Myer Holdings Limited Board & Additional NameFYCommittee FeesfeesSuperannuationTotalNon-executive directorsFormer non-executive directorsTotal non-executive directors20181,065,256434,556108,8351,608,647(1)(2)(3)(4) (1)(2)(3)(4)48MyerAnnual Report 2018 Consolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated statement of changes in equityConsolidated statement of cash flowsNotes to the consolidated financial statements4950515253A1 Segment information54A2 Revenue54A3 Expenses55A4 Income tax56A5 Earnings per share57B1 Trade and other receivables and prepayments58B2 Inventories58B3 Trade and other payables58C1 Property, paand equipmentlnt 59C2 Intangible assets60C3 Provisions63C4 Deferred income64D1 Cash and cash equivalents65D2 Reconciliation of cash flows from operating activities65D3 Borrowings66E1 Financial risk management67E2 Derivative financial instruments71F1 Contributed equity73F2 Retained earnings/(accumulated losses) and reserves74F3 Dividends75G1 Subsidiaries76G2 Deed of cross guarantee77G3 Parent entity financial information79H1 Contingencies80H2 Commitments80H3 Related party transactions81H4 Share-based payments81H5 Remuneration of auditors83H6 Events occurring after the reporting period8384A. Group performanceB. Working capitalC. Capital employedD. Net debtE. Risk managementF. EquityG. Group structureH. Other informationI. Other accounting policiesFINANCIAL STATEMENTSfor the period ended 28 July 2018Contents49MyerAnnual Report 2018 2018 52 weeks$'000Total sales value3,100,554(653,983)Sale of goods2,446,571(36,583)Revenue from sale of goods2,409,988162,299(1,387,903)Operating gross profit 1,184,384(831,192)(297,765)--(541,190)Earnings/(loss) before interest and tax (485,763)397(9,471)Net finance costs(9,074)Profit/(loss)before income tax (494,837)8,835Profit/(loss) for the period attributable to owners of Myer Holdings Limited(486,002)Earnings/(loss) per share attributable to the ordinary equity holders of the Company:Cents(59.2)(59.2)2017 52 weeksNotes$'000A23,201,866Concession sales(701,678)A22,500,188Sales revenue deferred under customer loyalty program(34,847)A22,465,341Other operating revenueA2176,485Cost of goods sold (1,421,394)1,220,432Selling expenses (819,055)Administration expenses (292,212)Share of net profit/(loss) of equity-accounted associate(1,176)Dilution of investment in equity-accounted associate(1,338)Restructuring and store exit costs, onerous lease expense and impairment of assetsA3(65,615)41,036Finance revenue A2436Finance costs A3(11,259),823)(1030,213Income tax benefit/(expense)A4(18,274)11,939CentsBasic earnings per shareA51.5 Diluted earnings per shareA51.4 CONSOLIDATED INCOME STATEMENTfor the period ended 28 July 2018The above consolidated income statement should be read in conjunction with the accompanying notes.50MyerAnnual Report 2018 2018 52 weeks$'000Profit/(loss) for the period(486,002)Other comprehensive income13,552(439)Other comprehensive income for the period, net of tax13,113Total comprehensive income/(loss) for the period attributable to owners of Myer Holdings Limited(472,889)2017 52 weeksNotes$'000911,93Items that may be reclassified to profit or loss:Cash flow hedgesF2547Exchange differences on translation of foreign operationsF232987612,815The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfor the period ended 28 July 201851MyerAnnual Report 2018 2018 $'000ASSETSCurrent assets 41,79326,616366,8396,725Total current assets441,973Non-current assets 424,076485,1512691,529Total non-current assets911,025Total assets1,352,998LIABILITIESCurrent liabilities 381,15670,00710,294644,321472Total current liabilities466,314Non-current liabilities 149,16511,85680,62960,98164Total non-current liabilities302,695Total liabilities769,009Net assets583,989EQUITY 739,020(160,282)5,251Total equity583,9892017 Notes$'000Cash and cash equivalents D130,591Trade and other receivables and prepaymentsB127,602InventoriesB2372,374Derivative financial instrumentsE2-430,567Property, plant and equipmentC1460,211Intangible assetsC2985,657Derivative financial instrumentsE2-Other non-current assets2,0941,447,9621,878,529Trade and other payables B3379,740ProvisionsC387,295Deferred incomeC49,817Derivative financial instruments E27,944Current tax liabilities1,627Other liabilities591487,014Borrowings D3143,367ProvisionsC313,821Deferred incomeC475,927Deferred tax liabilitiesA484,574Derivative financial instruments E2958318,647805,6611,072,868Contributed equityF1739,329Retained earnings/(accumulated losses)F2342,146ReservesF2(8,607)1,072,868as at 28 July 2018CONSOLIDATED BALANCE SHEETThe above consolidated balance sheet should be read in conjunction with the accompanying notes.52MyerAnnual Report 2018 Retained earnings / Contributed (accumulated equity losses) Reserves Total $'000$'000$'000$'000Balance as at 30 July 2016Balance as at 29 July 2017-(486,002)-(486,002)-13,11313,113-(486,002)13,113(472,889)(309)--(309)-(16,426)-(16,426)--745745(309)(16,426)745(15,990)Balance as at 28 July 2018739,020(160,282)5,251583,989Notes739,338379,483(11,056)1,107,765Net profit for the period11,93911,939--Other comprehensive income for the period--876876Total comprehensive income for the period-11,93987612,815Transactions with owners in their capacity as owners:Acquisition of treasury sharesF1(196)(196)--Issue of treasury shares to employeesF1187--187Dividends paidF3(49,276)(49,276)--Employee share schemesF2--1,5731,573(9)(49,276)1,573(47,712)739,329342,146(8,607)1,072,868Net loss for the periodOther comprehensive income for the period-Total comprehensive income/(loss) for the periodTransactions with owners in their capacity as owners:Acquisition of treasury sharesF1Dividends paidF3Employee share schemesF2The above consolidated statement of changes in equityshould be read in conjunction with the accompanying notes. for the period ended 28 Juyl 2018CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 53MyerAnnual Report 2018 2018 52 weeks$'000Cash flows from operating activities 2,857,300(2,726,701)130,599(9,097)(12,301)Net cash inflow from operating activities109,201Cash flows from investing activities(42,990)(48,313)-4,455-411Net cash outflow from investing activities(86,437)Cash flows from financing activities 5,000(16,426)(309)173Net cash outflow from financing activities(11,562)Net increase/(decrease) in cash and cash equivalents11,20230,591Cash and cash equivalents at end of period41,7932017 52 weeks$'000Receipts from customers (inclusive of goods and services tax)2,931,853Payments to suppliers and employees (inclusive of goods and services tax)(2,744,651)187,202Interest paid(10,165)Tax paid(27,759)D2149,278Payments for property,plant and equipment (88,452)Payments for intangible assets(24,217)Payment for acquisition of assets, under business combination (13,000)Lease incentives and contributions received16,758Net investment in associate(966)Interest received 421(109,456)Proceeds from/(repayment of) borrowings, net of transaction costs(5,000)Dividends paid to equity holders of the parentF3(49,276)Payment for acquisition of treasury shares F1(196)Other34(54,438)(14,616)Cash and cash equivalents at the beginning of the financial period45,207D130,591for the period ended 28 July 2018The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.CONSOLIDATED STATEMENT OF CASH FLOWS54MyerAnnual Report 2018 A. GROUP PERFORMANCEA1 SEGMENT INFORMATIONA2 REVENUEAccounting policy2018 52 weeks$'0003,100,554(653,983)2,446,571(36,583)2,409,988146,33115,968162,2993972,572,684Accounting policyCritical accounting estimates and judgements – customer loyalty programThis section provides additional information regarding lines in the financial statements that are most relevant to explaining the performance of the Group during the period, including the appgnificant estimates and judgements made. licable accounting policies applied and siManagement has determined the operating segments based on the reports reviewed by the Chief Executive Officer that are used to make strategic decisions about the allocation of resources.The Chief Executive Officer considers the business based on total store and product portfolio, and has identified that the Group operates in Australia in the department store retail segment.The Group also undertakes activities outside the department store retail business through its subsidiaries, sass & bide and Marcs and David Lawrence. On the basis that these subsidiaries represent less than 10% of the total Group's operations and have similar economic characteristics to the department store retail business, they have not been disclosed as separate reporting segments.Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer.2017 52 weeks$'000Total sales value3,201,866Concession sales(701,678)Sale of goods2,500,188Sales revenue deferred under customer loyalty program(34,847)Revenue from sale of goods2,465,341Concessions revenue158,055Other18,430176,485Interest revenue436Total revenue2,642,262Other includes revenue in relation to the gift card non-redemption income, forfeited lay-by deposits and financial services income. Total sales value presented in the income statement represents proceeds from sale of goods (both from the Group and concession operators) and prior to the deferral of revenue under the Myer customer loyalty program. Concession sales presented in the income statement represents the sales proceeds of concession operators within Myer stores. Total sales value is disclosed to show the total sales generated by the Group and provide a basis of comparison with similar department stores.Revenue from sale of goods, excluding lay-by transactions, is recognised at the point of sale and is after deducting taxes paid, and does not include concession sales. Allowance is made for expected sales returns based on past experience of returns and expectations about the future. A provision for sales returns is recognised based on this assessment. Revenue from lay-by transactions is recognised as part of revenue from the sale of goods at the date upon which the customer satisfies all payment obligations and takes possession of the merchandise.Revenue from sale of goods excludes concession sales in Myer stores on the basis that the inventory sold is owned by the concession operator at the time of sale and not the Group. The Group's share of concession sales is recognised as revenue within other operating revenue at the time the sale is made. Interest revenue is recognised on a time proportion basis using the effective interest method. Dividends are recognised as revenue when the right to receive payment is established.The Group operates a loyalty program where customers accumulate award points for purchases made which entitle them to discounts on future purchases. The award points are recognised as a separately identifiable component of the initial sale transaction, by allocating the fair value of the consideration received between the award points and the other components of thesale such that the award points are recognised at their fair value. Revenue from the award points is recognised when the points are redeemed. The amount of revenue recognised is based on the number of points redeemed relative to the total number expected to be redeemed. Award points expire 24 months after the initial sale.Sales revenueOther operating revenueFinance revenuefor the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS55MyerAnnual Report 2018 A3 EXPENSES2018 52 weeks$'000Profit/(loss) before income tax includes the following specific expenses:38,044424,178462,22294,0068,7437289,471229,0752,712231,787(12,085)Restructuring and store exit costs, onerous lease expense and impairment of assets9,2247,480524,486-541,190(22,713)518,477Accounting policy2017 52 weeks$'000Defined contribution superannuation expense38,313Other employee benefits expenses426,161Total employee benefits expenses464,47491,480Interest and finance charges paid/payable9,071Fair value losses on interest rate swap cash flow hedges, transferred from equity2,188Finance costs expensed11,259Minimum lease payments227,468Contingent rentals2,607Total rental expense relating to operating leases230,075(12,632)The following individually significant items are included within restructuring and store exit costs, onerous lease expense and impairment of assets in the consolidated income statement:Restructuring and redundancy costs6,347Store exit costs and other asset impairments48,058Impairment of assets-Support office onerous lease expense and impairment of assets11,21065,615Income tax benefit(9,606)Restructuring and store exit costs, onerous lease expense and impairment of assets, net of tax 56,0091. The Group has completed several restructuring programs during the period resulting in redundancy and other costs being incurred or committed but not yet paid. Refer to note C3 for more information. 2. Store exit costs and other asset impairments includes net costs associated with the announcement of store closures (Colonnades, Belconnen and Hornsby) and space optimisation during or after the end of the period that have been committed to prior to the end of the period (2017: net costs associated with store and distribution centre space optimisation, recognised an impairment of the sass& bide goodwill and brand name totalling $38.8 million and a write-down of the investment in Austradia Pty Limited of$6.8 million). Refer to note C1, C2 and C3 for more information. 3. The Group has recognised an impairment of the Myer goodwill and brand name, an impairment of the Mt Gravatt store's plant and equipment assets, and an impairment of Support Office software assets. Refer to note C2 for more information. 4. In 2017, the Group recognised a $9.1 million onerous lease provision relating to surplus space identified at the support office due to restructuring completed. This provision expense was partially offset by the write-back of the fixed lease rental increase provision and deferred income associated with this space. The assets associated with this surplus space were impaired and included in this amount. Refer to note C1 and C3 for more information.5. Income tax benefit includes a $15.1 million benefit relating to the unwind of the deferred tax liability as a result of the impairment of the Myer brand name recognised during the period. Refer to note C2 for more information.The expenses disclosed above are also disclosed in the following sections of the financial statements:Employee benefits expenses – refer to note C3 Depreciation and amortisation expense – refer to note C1 and C2 Finance costs – refer to note D3 and E2 Rental expense relating to operating leases – refer to note H2 Net foreign exchange gains – refer to note F2Certain items have been separately disclosed and presented as individually significant based on the nature and/or impactthese items have on the Group’s financial performance for the period. 12345Employee benefits expensesDepreciation, amortisation and write-off expenseFinance costsRental expense relating to operating leasesNet foreign exchange gainsIndividually Significant Items • ••••NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 Juyl 201856MyerAnnual Report 2018 A4 INCOME TAX2018 52 weeks$'000(a) Income tax (benefit)/expense14,596(23,431)(8,835)(7,623)(15,808)(23,431)(494,837)(148,451)139,593-27(8,831)(4)(8,835)2018 $'000(b) Deferred tax assetsDeferred tax assets comprise temporary differences attributable to:15,18412,7291,62613,9366,89473851,107(51,107)-Movement43,4327,62352-51,107(c) Deferred tax liabilitiesDeferred tax liabilities comprise temporary differences attributable to:-107,3304,012746112,088(51,107)60,981Movement128,006(15,808)-(110)112,0882017 52 weeks$'000Current tax23,925Deferred tax(5,651)Income tax (benefit)/expense18,274Deferred income tax expense included in income tax (benefit)/expense comprises:Decrease/(Increase) in deferred tax assets 2,359(Decrease)/Increase in deferred tax liabilities (8,010)(5,651)Profit/(loss) before income tax expense 30,213Tax at the Australian tax rate of 30% (2017: 30%)9,064Tax effect of amounts which are not deductible (taxable) in calculating taxable income:Non-deductible asset impairments 10,156Non-deductible losses754Sundry items(278)19,696Adjustments for current tax of prior periods(1,422)Income tax (benefit)/expense18,2741. Income tax includes an income tax benefit of $22.7 million (2017: $9.6 million) attributable to the restructuring and store exit costs, onerous lease expense and impairment of assets recorded during the period. Refer to note A3 for more information. 2017 $'000Employee benefits15,744Non-employee provisions and accruals18,692Amortising deductions2,543Property, plant, equipment and software-Trading stock5,306Tax losses1,147Total deferred tax assets43,432Set off of deferred tax assets pursuant to set off provisions (43,432)Net deferred tax assets-Carrying amount at beginning of period45,352Credited/(charged) to income statement (2,359)Credited/(charged) to other comprehensive income(31)Business combination470Carrying amount at end of period43,432Property, plant, equipment and software421Brand names122,424Deferred income4,524Sundry items637128,006Set off of deferred tax assets pursuant to set off provisions (43,432)Net deferred tax liabilities84,574Carrying amount at beginning of period133,796Charged/(credited) to income statement (8,010)Acquisition of brand name2,220Charged/(credited) to other comprehensive income-Carrying amount at end of period128,006(i) Income tax (benefit)/expense(ii) Numerical reconciliation of income tax expense to prima facie tax payablefor the period ended 28 July 201811NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS57MyerAnnual Report 2018 A4 INCOME TAX (CONTINUED)A5 EARNINGS PER SHAREGoods and Services Tax (GST)Basic earnings per shareDiluted earnings per shareAccounting policy2018 cents(a) Basic earnings per share(59.2)(b) Diluted earnings per share(59.2)2018 $'000(c) Reconciliation of earnings used in calculating earnings per share(486,002)2018 Number(d) Weighted average number of shares used as the denominator 821,278,815 - 821,278,815 (e) Information concerning the classification of securitiesAccounting policyThe income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exemption is made for certain temporary differences if they arise in a transaction, other than a business combination, that at the time of the transaction did not affect accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and 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 and liabilities are offset when there is a legally enforceable 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 entity 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.Current and deferred tax balances attributable to amounts recognised in other comprehensive income or directly in equity are also recognised directly in other comprehensive income or equity.Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from, or payable to, the taxation authority, are presented as operatingcas h flow.2017 centsTotal basic earnings per share attributable to the ordinary equity holders of the Company1.5Total diluted earnings per share attributable to the ordinary equity holders of the Company1.42017 $'000Earnings used in calculation of basic and diluted EPS attributable to ordinary shareholders11,9392017 NumberWeighted average number of ordinary shares used as the denominator in calculating basic earnings per share 821,278,815 Adjustments for calculation of diluted earnings per share - performance rights 3,167,034 Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 824,445,849 Performance rights granted to employees under the Myer Long Term 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. The performance rights granted have not been included in the determination of basic earnings per share. Details relating to performance rights are set out in note H4. All performance rights outstanding at period end have been included in the calculation of diluted earnings pershare because no rights are considered antidilutive for the period ended 28 July 2018. Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares decreases earnings per share or increases loss per share. Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the period and excluding treasury shares.Diluted earnings per share adjusts the figures used in the determination of basic earnings pershare to take into account: the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; andthe weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.• • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 201858MyerAnnual Report 2018 B. WORKING CAPITALB1 TRADE AND OTHER RECEIVABLES AND PREPAYMENTSB2 INVENTORIESB3 TRADE AND OTHER PAYABLES2018 $'0004,218(854)3,3649,64813,60423,25226,616Fair value and risk exposureAccounting policy2018 $'000366,839Accounting policyCritical accounting estimates and judgements - recoverable amount of inventory2018 $'000189,989191,167381,156Accounting policyThis section provides additional information regarding lines in the financial statements that are most relevant to explaining the assets used to generate the Group's trading performance during the period and liabilities incurred as a result, including the applicable accounting policies applied and significant estimates and judgements made. 2017 $'000Trade receivables5,586Provision for impairment (763)4,823Other receivables12,273Prepayments10,50622,77927,602Due to the short term nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of receivables mentioned above. Information about the Group's exposure to credit risk, foreign currency risk and interest rate risk in relation to trade and other receivables and the Group's financial risk management policy is provided in note E1. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of receivables) is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment loss is recognised as an expense in the income statement. 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 expenses in the income statement.2017 $'000Retail inventories372,374Provision for write-down of inventories to net realisable value amounted to $12.1 million (2017: $10.6 million). This was recognised as an expense during the period and included in cost of sales in the income statement.Inventories are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost method, after deducting any purchase settlement discount and including logistics expenses incurred in bringing the inventories to their present location and condition.Volume-related supplier rebates and supplier promotional rebates are regconised as a reduction in the cost of inventory and are recorded as a reduction of cost of goods sold when the inventory is sold.Management has assessed the value of inventory that is likely to be sold below cost using past experience and judgement on the likely sell through rates of various items of inventory, and booked a provision for this amount. To the extent that these judgements and assumptions prove incorrect, the Group may be exposed to potential additional inventory write-downs in future periods.2017 $'000Trade payables181,917Other payables197,823379,740Trade and other payables are non-interest bearing.These amounts represent liabilities for goods and services provided to the Group prior to the end of financial period which are unpaid. The amounts are unsecured and are usually paid within 30 to 90 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.for the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS59MyerAnnual Report 2018 C. CAPITAL EMPLOYEDC1 PROPERTY, PLANT AND EQUIPMENT Freehold Freehold Fixtures and Plant and Capital works land buildings fittings equipment in progress Total $'000 $'000 $'000 $'000 $'000 $'000 At 30 July 2016Period ended 29 July 2017At 29 July 2017Period ended 28 July 20189,60014,054165,205221,56149,791460,211--23,9279,04912,66945,645--24,13813,520(48,295)(10,637)--(9,666)(26,146)-(35,812)9,41826,02435,442-----(6,538)--(6,538)(488)-(34,672)(29,066)(64,226)---(60)51-(9)9,60013,566171,752214,99314,165424,076At 28 July 20189,60019,500508,958447,01114,165999,234(5,934)(337,206)(232,018)(575,158)--9,60013,566171,752214,99314,165424,076Accounting policyThis section provides additional information regarding lines in the financial statements that are most relevant to explaining the capital investment made that allows the Group to generate its trading performance during the period and liabilities incurred as a result, including the applicable accounting policies applied and significant estimates and judgements made. Cost9,60019,500440,088428,27428,903926,365Accumulated depreciation(4,958)(271,054)(204,974)-(480,986)-Net book amount9,60014,542169,034223,30028,903445,379Carrying amount at beginning of period9,60014,542169,034223,30028,903445,379Additions18,000--13,45053,96785,417Transfer between classes--16,55816,385(33,077)(134)Assets written off – cost--(3,725)(7,525)-(11,250)Assets written off – accumulated depreciation--3,5155,197-8,712Impairment--(4,542)--(4,542)Depreciation charge(488)(33,333)(29,199)(63,020)--Exchange differences--(302)(47)(2)(351)Carrying amount at end of period9,60014,054165,205221,56149,791460,211Cost9,60019,500470,619450,53749,7911,000,047Accumulated depreciation and impairment-(5,446)(305,414)(228,976)-(539,836)Net book amount9,60014,054165,205221,56149,791460,211Carrying amount at beginning of periodAdditionsTransfer between classesAssets written off – costAssets written off – accumulated depreciationImpairmentDepreciation chargeExchange differencesCarrying amount at end of periodCostAccumulated depreciation and impairmentNet book amount1. Impairment relates to assets associated with store closures and space optimisation (2017: store and distribution centre space optimisationand support office onerous lease provision). Refer to note A3 for more information. Property, plant and equipment is stated at cost less depreciation. Cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate the cost net of their residual values, over their estimated useful lives, as follows:Buildings40 years (2017: 40 years)Fixtures and fittings3 – 12.5 years(2017: 3 – 12.5 years)Plant and equipment, including leasehold improvements10 – 20 years(2017: 10 – 20 years)The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (refer to note C2).Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.• • • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS11for the period ended 28 July 201860MyerAnnual Report 2018 C2 INTANGIBLE ASSETS Brand names Lease Goodwill and trademarks Software rights Total $’000 $'000 $'000 $'000 $'000 At 30 July 2016Period ended 29 July 2017At 29 July 2017Period ended 28 July 2018465,034421,95398,670985,657---37,899-37,89910,63710,637-----(7,200)-(7,200)7,108--7,108-(465,034)(50,315)(4,322)-(519,671)(29,318)(29,318)-----39-39371,6383485,151-113,51-At 28 July 2018492,131437,358309,82025,7861,265,095(492,131)(65,720)(25,786)(779,944)(196,307)-371,638113,513-485,151Impairment of non-financial assetsCost492,131429,958247,75925,7861,195,634Accumulated amortisation-(3,691)(146,486)(25,786)(175,963)Net book amount492,131426,267101,2731,019,671-Carrying amount at beginning of period492,131426,267101,2731,019,671-Additions7,40023,22030,620--Transfer between classes--134-134Assets written off – cost(2,632)(2,632)---Assets written off – accumulated amortisation--2,312-2,312Impairment(27,097)(11,714)--(38,811)Amortisation charge(25,602)(25,602)---Exchange differences--(35)-(35)Carrying amount at end of period465,034421,95398,670-985,657Cost492,131437,358268,44525,7861,223,720Accumulated amortisation(27,097)(15,405)(169,775)(25,786)(238,063)Net book amount465,034421,95398,670-985,657Carrying amount at beginning of periodAdditionsTransfer between classesAssets written off – costAssets written off – accumulated amortisationImpairmentAmortisation chargeExchange differencesCarrying amount at end of periodCostAccumulated amortisation and impairment Net book amount1. In 2017, additions included the acquisition of the Marcs and David Lawrence brand names.2. Impairment of the Myer goodwill and brand name (2017: impairment of the sass & bide goodwill and brand name). Refer below for more information. 3. Amortisation of $29.3 million (2017: $25.6 million) is included in administration and selling expenses in the income statement.The goodwill arising on the acquisition of the Myer business amounting to $465 million (2017: $465 million) cannot be allocated to the Group’s individual cash generating units (CGU’s) (the Group’s stores), and hence has been allocated to the Myer business as a whole. Similarly, brand names which have an indefinite useful life and amounting to $402.8 million (2017: $402.8 million) have been allocated to the Myer business as a whole.AASB 136 requires goodwill and intangible assets with an indefinite useful life to be assessed at the end of each reporting period where there is any indication that an asset may be impaired. A review of indicators of impairment using both external and internal sources of information has been undertaken. During the period, there were indicators of impairment due to changes in market conditions and operating performance of Myer, and the current market capitalisation position. As a result, the recoverable amount of the assets relating to this CGU were assessed using a value-in-use discounted cash flow model. This model uses cash flow projections based on financial forecasts approved by management covering a five-year period. Cash flows beyond five-year periods are extrapolated using a terminal growth rate.At the interim reporting period the carrying value exceeded the recoverable amount and an impairment charge of $515.3 million was recognised in respect of goodwill ($465.0 million) and the Myer brand name ($50.3 million). This has been included within restructuring and store exit costs, onerous lease expense and impairment of assets in the consolidated income statement.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS12323for the period ended 28 July 2018Impairment of Assets61MyerAnnual Report 2018 C2 INTANGIBLE ASSETS (CONTINUED)Impairment of non-financial assets (continued)Key assumption2018Approach used to determine value201714.8%1.7%5.4%Key assumptionSensitivityImpact of SensitivityThe decrease in the recoverable amount reflected an acceleration of changes to market conditions during theperiod, with a more challenging and competitive retail market leading to a deterioration in financial performance from previous expectations. As a consequence, this led to a moderated outlook for the business over the forecast period and was reflected in management's expectations of future cash flows. The key assumptions used in the model were:The pre-tax discount rate is sourced from observable market information and is risk-Discount rate (pre-tax) 14.4%adjusted relative to the risks associated with the net pre-tax cash flowsbeing achieved. The pre-tax discount rate has increased since the previous reporting period.This is the weighted average growth rate used to extrapolate cash flows beyond the five-Terminal growth rate 2.5%year forecast period. The rate has declined since the previous reporting period to reflect changes in external market expectations. Average annual EBITDA margin over the five-year forecast period, applied to sales forecast consistent with external market forecasts. The average annual EBITDA margin is based on external sources of information, past performance and management’s Average EBITDA margin 7.0%expectations. This assumption incorporates anticipated market conditions, sales channel performance, and management’s expectations of margin improvement and future cost saving initiatives. The assumptions used to record the impairment remain appropriate to use for the assessment at the end of the financial reporting period. Therefore the recoverable amount continues to approximate carrying value, and any adverse movement in these assumptions may lead to further impairment. The recoverable amount is based on operating and cashflow performance stabilising, however the timing of cashflow benefits arising from initiativescould be influenced by market conditions. The recoverable amount is highly sensitive to changes in all of the key assumptions. The impact of thesechanges in key assumptions is shown in the table below and has been calculated in isolation from other changes. Sensitivities disclosed have been calculated by applygim reporting period, adjustigin consistent cash flows assumptions to the intern for discounting and the balance sheet at the end ofthe financial reporting period.Discount rate +1%Further impairment of $78 millionTerminal growth rate -1%Further impairment of $58million Average EBITDA margin Further impairment of $118 million-0.4%During the period,a review of the carrying value of the assets for each Myer store was undertaken and if indicators of impairment are identified, the recoverable amount of these store assets would be determined using a value-in-use discounted cash flow model. This model uses cash flowprojections based on financial budgets approved by management covering a five-year period. The key assumptions in the model are consistent withthose noted above. Based on this, the Group identified indicators of impairment in respect of the Mt Gravatt store at the interim reporting period andhas recognised an impairment of the store’s plant and equipment of $4.2 million. The review performed at the end of the financial reporting period didnot identify any further impairment of store assets.for the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 62MyerAnnual Report 2018 C2 INTANGIBLE ASSETS (CONTINUED)(i) Impairment of assets(ii) Goodwill(iii) Brand names and trademarks(iv) Computer software(v) Lease rightsBusiness combinationsGoodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash generating units). For store assets, the apppe cash roriatgenerating unit is an individual store. Non-financial assets other than goodwiimpairment are reviewed for possible ll that have previously suffered an reversal of the impairment at each reporting date.Goodwill is measured as described below under business combinations. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.The useful life of brands are assessed on acquisition. The brands which are not considered to have foreseeable brand maturity dates have been assessed as having indefinite useful lives as there is a view that there is no foreseeable limit to the period over which key brands are expected to generate net cash inflows for the entity. These brands are therefore not amortised. Instead, these brand names are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired, and are carried at cost less accumulated impairment losses. Brands with a limited useful life are amortised over five years using the straight-line method and are carried at cost less accumulated amortisation and impairment losses.All costs directly incurred in the purchase or development of major computer software or subsequent upgrades and material enhancements, which can be reliably measured and are not integral to a related asset, are capitalised as intangible assets. Direct costs may include internal payroll and on-costs for employees directly associated with the project. Costs incurred on computer software maintenance or during the planning phase are expensed as incurred. Computersoftware is amortised over the period of hich the benefits are expecedo arse, initialybeigup o 10 yeas.time during wt til n t The rassets' residual values and useful lives are reviewed annually and adjusted if approprate, iwhich may result in a useful life outside of this period.Lease rights represent the amount paid up front to take over store site leases from the existing lessee where such payments are in addition to the ongoing payment of normal market lease rentals. Lease rights are amortised over the term of the lease plus any renewal options reasonably certain to be utilised at the time of acquisition of the lease rights.The acquisition method of accounting is used to account for all business combinations, regardless of whether equyit instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existingequiy t interest in thesubsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree’s identifiable net assets.The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognised directly in profit or loss as a bargain purchase.Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.Goodwill and intangible assets that have an indefinite life are tested annually for impairment, or more frequently if there are indicators of impairment, in accordance with the accounting policy noted above. The recoverable amount of cash generating units have been determined at a store level. Goodwill and certain intangibles are tested for impairment at the level of the Group as a whole, using value-in-use calculations.Accounting policy Critical accounting estimates and judgements - impairmentNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 201863MyerAnnual Report 2018 C3 PROVISIONS2018 $'000Current47,6298187,7759,9592,2161,61070,007Non-current3,1511,5137,1395311,856Movement in provisionsSupport office Fixed lease onerous Workers' Sales rental leaseRestructuringcompensationreturnsincreasesOtherTotal$'000$'000$'000$'000$'000$'000$'0002018 12,45713,84810,4292,2497,8051,50048,28812,6494,5012,21653610,431-30,333(10,126)(18,722)(2,249)(4,971)(1,202)(10,268)(47,538)2,3317,7759,9592,2167,1391,66331,083Amounts not expected to be settled within the next 12 months2018 $'00019,9842017 $'000Employee benefits48,959Support office onerous lease (i)10,359Restructuring (ii)13,848Workers' compensation (iii)10,429Sales returns (iv)2,249Other1,45187,295Employee benefits3,869Support office onerous lease (i)2,098Fixed lease rental increases (v)7,805Other 4913,821The support office onerous lease provision relates to excess office space identified, due to changes completed during the period and prior periods, and is estimated based on the discounted future contractual cash flows under a non-cancellable lease expiring in 2022, net of future expected rental income. Refer to note A3 for more information. The restructuring provision relates to redundancy costs associated with restructuring of our store labour force and the costs associated with store closures and the implementation of our store and distribution centre optimisation program committed but not yet paid. Refer to note A3 for more information. The amount represents a provision for workers' compensation claims in certain states, for which the Group is self insured.The amount represents a provision for expected sales returns under the Group’s returns policy.The Group is a party toa number of leases that include fixed rental increases during their term. In accordance with AASB117 , the total rentals over these leases are being expensed over the lease term on a straight-line basis. The above provision reflects the difference between the future committed payments under these leases and the total future expense. Due to the provision for support office onerous lease recognised during the period, a portion of this provision has been written-back to reflect the realigned total future expense expected over the remaining lease term. Refer to note A3 for more information. Movement in each class of provision during the financial period, other than employee benefits, are set out below:Carrying amount at beginning of periodAdditional provisions recognised Amounts utilisedCarrying amount at end of periodThe current provision for employee benefits includes accrued annual leave and long service leave. For long service leave it covers all unconditional entitlements where employees have completed the required period of service. The entire annual leave amount and current portion of the long service leave provision is presented as current since the Group does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Group does not expect all employees to take the full amount of accrued long service leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.2017 $'000Current long service leave obligations expected to be settled after 12 months20,635NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(i) Support office onerous lease(ii) Restructuring (iii) Workers' compensation(iv) Sales returns(v) Fixed lease rental increasesLeasesfor the period ended 28 July 201864MyerAnnual Report 2018 C3 PROVISIONS (CONTINUED)C4 DEFERRED INCOMEProvisionsEmployee benefits(i) Short term obligations(ii) Other long term employee benefit obligations(iii) Profit sharing and bonus plans(iv) Termination benefitsAccounting policy2018 $'000Current10,294Non-current80,62990,923Accounting policyProvisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.The Group is self-insured for costs relating to workers’ compensation and general liability claims in certain states. Provisions are recognised based on claims reported, and an estimate of claims incurred but not yet reported, prior to balance date. These provisions are determined utilising an actuarially determined method, which is based on various assumptions including but not limited to future inflation, average claim size and claim administrative expenses. These assumptions are reviewed annuallyand any reassessment of these assumptions will affect the workers’ compensation expense. Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short term employee benefit obligations are presented as payables. The liability for long service leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least 12 months after the reporting date, regardless of when the actual settlement is expected to occur.The Group recognises a liability and an expense for bonuses and profit sharing based on a formula that takes into consideration the profit attributable to the Group’s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.2017 $'000Lease incentives and contributions9,817Lease incentives and contributions75,92785,744A number of lease agreements for stores include cash contributions provided by the lessor for fit-outs as a lease incentive or lease contribution. The asset additions from the fit-outs completed are recognised as fixtures and fittings at cost and depreciated on a straight-line basis over the asset's useful life. The lease incentive or lease contribution is presented as deferred income and reversed on a straight-line basis over the lease term.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 201865MyerAnnual Report 2018 D. NET DEBTD1 CASH AND CASH EQUIVALENTSD2 RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES2018 $'000149,165(41,793)107,372112,776(11,202)5,000798107,3722018 $'0002,74539,04841,793Accounting policy2018 52 weeks$'000(486,002)611,526(397)798982--(439)9768,004(23,829)(5,076)9,9362,694(9,853)(119)109,201This section provides additional information regarding lines in the financial statements that are most relevant to explaining the net debt position and structure of the Group's borrowings for the period, which are key to financing the Group's activities both now and for the future. The net debt of the Group as at 28 July 2018 and 29 July 2017 is as follows: 2017 $'000Total borrowings143,367Less: cash and cash equivalents(30,591)Net debt112,776The movement in net debt of the Group is as follows: Opening balance102,066Cash (inflows)/outflows from activities14,616Proceeds from/(repayment of) borrowings, net of transaction costs(5,000)Other non-cash movements1,094Closing balance112,7762017 $'000Cash on hand2,824Cash at bank27,76730,591For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with ori maturities of three months or less that are readily convertible to known amounts of ginalcash and which are subject to an insignificant risk of changes in value, and bank overdrafts.2017 52 weeks$'000Profit/(loss) for the period11,939Depreciation, amortisation and impairment, including lease incentives and contributions133,853Interest income(436)Interest expense1,094Share-based payments expense1,782Share of net (profit)/loss of equity-accounted associate1,176Dilution of investment in equity-accounted associate1,338Net exchange differences329Change in operatign assets and liabilities(Increase)/decrease in trade and other receivables5,720(Increase)/decrease in inventories28,449(Decrease)/increase in deferred tax liabilities(4,079)Decrease/(increase) in derivative financial instruments2,281(Decrease)/increase in trade and other payables(15,880)(Decrease)/increase in current tax payable(5,406)(Decrease)/increase in provisions(12,679)(Decrease)/increase in other liabilities(203)Net cash inflow from operating activities149,278r the period ended 28 July 2018foNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS66MyerAnnual Report 2018 D3 BORROWINGS(a) Structure of debt2018 $'000150,000(835)149,165AmountTermExpiry date(b) Security(c) Fair value(d) Risk exposuresAccounting policyThe debt funding of the Group at 28 July 2018 comprised of a revolving cash advance syndicated facility of $420 million, which contains two tranches. This facility was established on 29 October 2009, drawn down on 6 November 2009 and amended and restated on 3 June 2011, 9 July 2013 and 23 June 2015. At balance date the following amounts were drawn: 2017 $'000Bank loans145,000Less: transaction costs(1,633)Borrowings143,367The terms and conditions of the Group's revolving cash advance facility is as follows:Revolving cash advance facility - Tranche A$145 million4 years21 August 2019Revolving cash advance facility - Tranche C$275 million4 years21 August 2019As the facility is revolving, amounts repaid may be redrawn during their terms.The revolving cash advance facility in place at 28 July 2018 is unsecured, subject to various representations, undertakings, events of default and review events which are usual for a facility of this nature.The fair value of existing borrowings approximates their carrying amount, as the impact of discounting is not significant.Details of the Group's exposure to risks arising from current and non-current borrowings are set out in note E1.Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on theestablishment of loan facilities are recognised as transactioncosts of the loan to the extent that it is probablethat some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed.BorrowingsBorrowing costsfor the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS67MyerAnnual Report 2018 E. RISK MANAGEMENTE1 FINANCIAL RISK MANAGEMENT(a) Market risk2018 USDEURO$'000$'00023,76598166,6596,8512018 eighte average interest rate Balance%$'000%3.2%150,0003.3%(100,000)50,000This section provides information relating to the Group's exposure to various financial risks, how they could affect the Group's financial position and performance and how these risks are managed. The Group's activities expose it to a variety of financial risks: market risk (including currency risk, cash flow and fair value interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risk, and an aging analysis for credit risk.Risk management is carried out by the Company under policies approved by the Board of Directors. The Company identifies, evaluates and hedges financial risks. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, and use of financial instruments and non-derivative financial instruments.Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency.The Group sources inventory purchases overseas and is exposed to foreign exchange risk, particularly in relation to currency exposures to the US dollar.To minimise the effects of a volatile and unpredictable exchange rate, Group policy is to enter into forward exchange contracts in relation to the Group’s overseas purchases for any 18-month period. The actual level of cover taken fluctuates depending on the period until settlement of the foreign currency transaction, within the Board approved hedging policy. This policy allows cover to be taken on a sliding scale between 0 – 100% depending on the period to maturity (up to 18 months).The Group's exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:2017 USDEURO$'000$'000Trade payables16,770540Forward exchange contracts163,8517,773The Group applies a prudent cash flow hedging policy approach whereby all forward exchange contracts in relation to the Group's overseas purchases are designated as cash flow hedges at inception. Subsequent testing of effectiveness ensures that all effective hedge movements flow through the cash flow hedge reserve within equity. Consistent with this approach, the sensitivity for movements in foreign exchange rates for US dollar and Euro denominated financial instruments held at 28 July 2018, as detailed in the above table, will flow through equity and will therefore have minimal impact on profit.Other components of equity would have been $14.7 million lower/$17.9 million higher (2017: $12.1 million lower/$14.8 million higher) had the Australian dollar strengthened/weakened by 10% against the US dollar and Euro, arising from foreign exchange contracts designated as cash flow hedges. The Group's exposure to other foreign exchagne movements is not material.These sensitivities were calculated based on the Group's period end spot rate for the applicable reporting period.The Group is exposed to interest rate risk as it borrows funds at floating interest rates. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. The risk is managed by the use of floating to fixed interest rate swap contracts and the Group policy is to fix the rates between 0 and 50% of its average gross debt.Interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. Generally, the Group raises long term borrowings at floating rates and swaps them into fixed rates. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals (mainly quarterly), the difference between fixed rate and floating rate interest amounts calculated by reference to the agreed notional principal amounts.As at the end of the reporting period, the Group had the following variable rate borrowings and interest rate swap contracts outstanding:2017 eighted average interest rate Balance$'000Bank loans - variable3.0%145,000Interest rate swaps (notional principal amount)5.2%(100,000)Net exposure to cash flow interest rate risk45,000The weighted average interest rates noted above for both borrowings and swaps are inclusive of margins applicable to the underlygin variable rate borrowings. An analysis by maturities is provided in section (c) below. for the period ended 28 July 2018(i) Foreign exchange riskGroup sensitivity (ii) Cash flow and fair value interest rate riskNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS68MyerAnnual Report 2018 E1 FINANCIAL RISK MANAGEMENT (CONTINUED)(a) Market risk (continued)(b) Credit risk2018 $'000Cash at bank and short term bank deposits-41,793-41,793Derivative financial assets-6,994-6,994(c) Liquidity risk2018 $'000Floating rate-270,000270,000Interest rate exposure is evaluated regularly to confirm alignment with Group policy and to ensure the Group is not exposed to excess risk from interest rate volatility.At 28 July 2018, if interest rates had changed by +/- 10% from the period end rates with all other variables held constant, the impact on post-tax profit for the period would have been $0.1 million (2017: $0.1 million), mainly as a result of higher/lower interest expense on borrowings.Other components of equity would have been impacted by $0.1 million (2017: no impact) as a result of an increase/decrease in the fair value of the cash flow hedges of borrowings.The range of sensitivities has been assumed based on the Group's experience of average interest rate fluctuations in the applicable reporting period.Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to customers, including receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. Sales to retail customers are primarily required to be settled in cash or using major credit cards, mitigating credit risk. Where transactions are settled by way of lay-by arrangements, revenue is not recognised until full payment has been received from the customer and goods collected.The maximum exposure to credit risk at the end of the reporting period is the carrying amount of the financial assets as disclosed in notes B1, D1 and E2.The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings as detailed below, historical information about receivables default rates and current trading levels.Based on the credit history of these classes, it is expected that these amounts will be received and are not impaired. 2017 $'000AAA-AA30,591A-30,591AAA-AA-A--Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the seasonal nature of the retail business, the Group has in place flexible funding facilities to ensure liquidity risk is minimised.The Group had access to the following undrawn borrowing facilities at the end of the reporting period:2017 $'000Expiring within one year (revolving cash advance facility)-Expiring beyond one year (revolving cash advance facility)355,000355,000Refer to note D3 for more information. for the period ended 28 July 2018Financing arrangementsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS69MyerAnnual Report 2018 E1 FINANCIAL RISK MANAGEMENT (CONTINUED) Liquidity risk (continued)(c)Contractual maturities of Less than6 - 12Between Between Over 5TotalCarrying financial liabilities 6 monthsmonths1 and 22 and 5 yearscontractualamountyearsyearscash flows(assets)/liabilities$'000$'000$'000$'000$'000$'000$'0002018 Non-derivatives295,636295,636----295,636101,29486750,440--152,601150,000Total non-derivatives396,93086750,440448,237--445,636Derivatives30(16)(8)--652(93,297)(72,889)(14,239)--(180,425)(6,994)89,30870,22013,982173,51076--Total derivatives(3,959)(2,685)(265)--(6,909)(6,866)2017 Non-derivativesTotal non-derivativesDerivativesTotal derivatives(d) Fair value measurementsLevel 1Level 2Level 3Total$'000$'000$'000$'0002018 Assets6,9946,994--Total assets-6,994-6,994Liabilities-128-128Total liabilities-128-1282017 AssetsTotal assetsLiabilitiesTotal liabilitiesThe tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for:(a) all non-derivative financial liabilities; and(b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant. For interest rate swaps, the cash flows have been estimated using forward interest rates applicable at the end of the reporting period.Non-interest bearingVariable rateNet settled (interest rate swaps)Gross settled- (inflow)- outflowNon-interest bearing286,113----286,113286,113Variable rate46,5431,53751,94150,391-150,412145,000332,6561,53751,94150,391-436,525431,113Net settled (interest rate swaps)5959114734867527-Gross settled- (inflow)(83,949)(57,827)(20,170)(161,946)---- outflow89,23061,25821,137--171,6258,3755,8763,5221,1143410,5462-8,90The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.AASB 7 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);(b) inputs other than quoted prices included within level 1 that are observable for the asset or liabilities either directly (as prices) or indirectly (derived from prices) (level 2); and(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).The following tables present the Group's assets and liabilities measured and recognised at fair value at 28 July 2018 and 29 July 2017:Derivatives used for hedgingDerivatives used for hedgingDerivatives used for hedging--------Derivatives used for hedging-8,902-8,9028,902-8,902-Maturities of financial liabilitiesFinancial Instruments: Disclosuresfor the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS70MyerAnnual Report 2018 E1 FINANCIAL RISK MANAGEMENT (CONTINUED)The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward exchange contracts is determined using forward exchange market rates at the end of the reporting period. These derivative financial instruments are included in level 2 as the significant inputs to fair value the instruments are observable.The carrying amounts of trade receivables and payables are assumed to approximate their fair values due to their short term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held to maturity investments, and available for sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held to maturity, re-evaluates this designation at the end of each reporting period.Financial assets at fair value through profit or loss are financial assets held for trading which are acquired principally for the purpose of selling in the short term with the intention of making a profit. Derivatives are also categorised as held for trading unless they are designated as hedges.Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the reporting period, which are classified as non-current assets. Loans and receivables are included in receivables in the balance sheet (refer to note B1).Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity.Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the end of the reporting period.Purchases and sales of investments are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value, unless they are equity securities that do not have a market price quoted in an active market and whose fair value cannot be reliably measured. In that case they are carried at cost. Loans and receivables and held to maturity investments are carried at amortised cost using the effective interest method. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category, including interest and dividend income, are presented in profit or loss within other income or other expenses in the period in which they arise.Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences are recognised in profit or loss and other changes in carrying amount are recognised in equity. Changes in the fair value of other monetary and non-monetary securities classified as available-for-sale are recognised in equity.When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in profit or loss as gains and losses from investment securities.Details on how the fair value of financial instruments is determined are disclosed in note E1.The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available for sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is reclassified from equity and recognised in profit or loss as a reclassification adjustment. Impairment losses recognised in profit or loss on equity instruments classified as available for sale are not reversed through profit or loss.Classification(i) Financial assets at fair value through profit or loss (ii) Loans and receivables(iii) Held to maturity investments(iv) Available for sale financial assetsRecognition and derecognitionMeasurementImpairmentNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(d) Fair value measurements (continued)Accounting policyfor the period ended 28 July 201871MyerAnnual Report 2018 E2 DERIVATIVE FINANCIAL INSTRUMENTS2018 $'000Current assets6,7256,725Non-current assets269269Current liabilities64-64Non-current liabilities125264Instruments used by the Group(a) (b) Risk exposures2017 $'000Forward foreign exchange contracts (i)-Total current derivative financial instrument assets-Forward foreign exchange contracts (i)-Total non-current current derivative financial instrument assets-Forward foreign exchange contracts (i)7,417Interest rate swap contracts (ii)527Total current derivative financial instrument liabilities7,944Forward foreign exchange contracts (i)958Interest rate swap contracts (ii)-Total non-current derivative financial instrument liabilities958The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in interest and foreign exchange rates in accordance with the Group’s financial risk management policies (refer to note E1).The Group makes purchases in numerous currencies, primarily US dollars. In order to protect against exchange rate movements, the Group has entered into forward exchange contracts to purchase US dollars and Euro.These contracts are hedging highly probable forecasted purchases for the ensuing financial period. The contracts are timed to mature when payments for shipments of inventory are scheduled to be made.The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in equity. When the cash flows occur, the Group adjusts the initial measurement of the inventory recognised in the balance sheet by the related amount deferred in equity.Bank loans of the Group currently bear an average variable interest rate of 3.20% (2017: 3.00%). It is the Group's policy to protect part of the loans from exposure to increasing interest rates. Accordingly, the Group has entered into interest rate swap contracts under which it is obliged to receive interest at variable rates and to pay interest at fixed rates.Swaps currently in place cover approximately 67% (2017: 69%) of the Group’s drawn debt facility (refer to note D3 for details of the Group’s borrowings). The notional principal amounts used in the swap agreements match the terms of the debt facilities. Under the swap agreements, the fixed interest rates range between 1.96% and 2.13% (2017: 3.31% and 3.90%) and the variable rates are based on the Bank Bill Swap Rate bid (BBSY Bid).The contracts require settlement of net interest receivable or payable every three months. The contracts are settled on a net basis.The gain or loss from remeasuring the hedging instruments at fair value is deferred in equity in the hedging reserve, to the extent that the hedge is effective, and reclassified into the income statement when the hedged interest expense is recognised. In the period ended 28 July 2018, $0.7million was reclassified in profit and loss (2017: $2.2 million) and included in finance cost. There was no hedge ineffectiveness in the currentperiod. Information about the Group's exposure to credit risk, foreign exchange and interest rate risk is provided in note E1.edit The maximum exposure to crrisk at the end of the reporting period is the carrying amount of each class of derivative financial assets mentioned above.(i) Forward exchange contracts - cash flow hedges(ii) Interest rate swap contractsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 201872MyerAnnual Report 2018 E2 DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)(i) Fair value hedge(ii) Cash flow hedge(iii) Derivatives that do not qualify for hedge accountingDerivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either:hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges); or hedges of the cash flows or recognised assets or liabilities and highly probable forecast transactions (cash flow hedges).The Group documents at the inception of the hedging transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months. It is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in profit or loss within finance costs, together with changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognised in profit or loss.If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedge item for which the effective interest method is used is amortised to profit or loss over the period to maturity using a recalculated effective interest rate.The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational and financing activities.The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. When the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory or fixed assets) the gains and losses previously deferred in equityare transferred from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in profit or loss ascost of goods sold in the case of inventory, or as depreciation in the case of fixed assets. The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings is recognised in profit or loss within finance costs.When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, thecumulative gain or loss that was reported in equity is immediately reclassified to profit or loss. Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAccounting policyfor the period ended 28 July 2018 • •73MyerAnnual Report 2018 F. EQUITYF1 CONTRIBUTED EQUITY2018 2018 Number of shares $'000 821,278,815 779,963Treasury shares (11,228)(40,634) - - (450,000)(309) -- 459,675 - (1,553)(40,943) 821,277,262 739,0202018 $'000149,165(41,793)107,372583,989691,361Gearing ratio15.5%Accounting policyThis section provides additional information regarding lines in the financial statements that are most relevant to explaining the equity position of the Group at the end of the period, including the dividends declared and/or paid during the period. 2017 2017 Number of shares $'000Ordinary shares - fully paid 821,278,815 779,963Opening balance(4,200) (40,625)Shares acquired by Myer Equity Plans Trust on market at $1.31 (150,000)(196)Shares acquired by Myer Equity Plans Trust on market at $0.69 --Shares issued under short term incentive plan 114,617 150Shares issued for performance rights granted 28,355 37Closing balance of Treasury shares (11,228)(40,634)Closing balance 821,267,587 739,329The ordinary shares issued are fully paid. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands, every holder of ordinary shares present at a meeting in person, or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Treasury sharesare shares in Myer Holdings Limited that are held by the Myer Equity Plans Trust for the purposes of issuingshares under the Equity Incentive Plans. Refer to note H4 for more information.Information relating to the employee share-based payment schemes, including details of shares issued under the schemes, is set out in note H4.The Group’s key objective when managing capital is to minimise its weighted average cost of capital while maintaining appropriate financing facilities. This provides the opportunity to pursue growth and capital management initiatives. In managing its capital structure, the Group also seeks to safeguard its ability to continue as a going concern in order to provide appropriate returns to shareholders and benefits for other stakeholders.In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.Consistent with others in the industry, the Group monitors capital on the basis of various balance sheet ratios including the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the balance sheet plus net debt.The gearing ratiosat 28 July 2018 and 29 July 2017 were as follows: 2017 $'000Total borrowings (note D3)143,367Less: cash and cash equivalents (note D1)(30,591)Net debt112,776Total equity1,072,868Total capital1,185,6449.5%The increase in the gearing ratio during 2018 was primarily driven by a larger decrease in equity than net debt due to the impairment of assets recognised during the period. Ordinary shares are classified as equity.Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.Where any Group company purchases the Company's equity instruments; for example, as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of Myer Holdings Limited as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of Myer Holdings Limited.Ordinary sharesTreasury sharesEmployee share schemesCapital risk managementNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 201874MyerAnnual Report 2018 F2 RETAINED EARNINGS/(ACCUMULATED LOSSES) AND RESERVES2018 $'000(a) Retained earnings/(accumulated losses)342,146(486,002)(16,426)(160,282)(b) Reserves27,9316,658(25,621)(3,717)5,25127,186982(237)27,931(6,894)15,428(1,876)6,658(3,278)(439)(3,717)Accounting policy2017 $'000Movements in retained earnings/(accumulated losses) were as follows:Balance at beginning of period379,483Profit/(loss) for the period11,939Dividends(49,276)Balance at end of period342,146Share-based payments (i)27,186Cash flow hedges (ii)(6,894)Other reserve (iii)(25,621)Foreign currency translation (iv)(3,278)(8,607)Movements in reserves were as follows:Balance at beginning of period25,613Share-based payments expense recognised (note H4)1,782Income tax (note A4)(209)Balance at end of period27,186Balance at beginning of period(7,441)Net gain/(loss) on revaluation(1,632)Transfer to net profit 2,179Balance at end of period(6,894)Balance at beginning of period(3,607)Exchange differences on translation of foreign operations during the period329Balance at end of period(3,278)The share-based payments reserve is used to recognise the fair value of options and rights granted to employees under the employee share plans. Further information on share-based payments is set out in note H4.The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised directly in equity, as described in note E2. Amounts are recognised in the income statement when the associated hedged transaction affects profit or loss.The Group acquired 65% of the sass & bide business in 2011, and the non-controlling shareholders held a put option over the remaining 35%. This resulted in the Group recognising a financial liability for the put option and a corresponding amount in other reserve. In 2014, upon acquisition of the remaining 35% of sass & bide, the cash payment of $33.4m was recorded against the financial liability and non-controlling interests balances were recorded against other reserve.Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is disposed of.Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economicenvironment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars, which is Myer Holdings Limited’s functional and presentation currency.Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are generally recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges.Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.Share-based paymentsCash flow hedgesForeign currency translation (i) Share-based payments(ii) Cash flow hedges(iii) Other reserve(iv) Foreign currency translation (i) Functional and presentation currency(ii) Transactions and balancesfor the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS75MyerAnnual Report 2018 F2 RETAINED EARNINGS/(ACCUMULATED LOSSES) AND RESERVES (CONTINUED)F3 DIVIDENDSAccounting policy (continued)2018 $'000(a) Ordinary shares16,426-16,426(b) Dividends not recognised at the end of the reporting period-(c) Franked dividends40,277Accounting policyThe results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement and statement of comprehensive income are translated at the rates prevailing on the transaction dates; andall resulting exchange differences are recognised in other comprehensive income.On consolidation, when a foreign operation is sold, the associated exchange difference is reclassified to profit or loss, as part of the gain or loss on sale.2017 $'000Final fully franked dividend for the period ending 29 July 2017 of 2.0 cents (30 July 2016: 3.0 cents) per fully paid share paid 8 November 2017 (2017: 10 November 2016)24,638Interim fully franked dividend for the period ended 28 July 2018 of nil (2017: 3.0 cents) per fully paid share (2017: 4 May 2017)24,638Total dividends paid49,276The directors have determined that no final dividend will be payable (2017: 2.0 cents per fully panary share id ordifully franked based on tax paid at 30%)The aggregate amount of the proposed dividend expected to be paid after period end, but not recognised as a liability at period end, is:16,426The franked portions of the final dividends recommended after 28 July 2018 will be franked out of existing franking credits or out of franking credits arising from the payment of income tax in the period ending 27 July 2019Franking credits available for subsequent financial periods based on a tax rate of 30% (2017: 30%)32,690The above amounts represent the balance of the franking account as at the reporting date, adjusted for:(a) franking credits that will arise from the payment of the amount of the provision for income tax;(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and(c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of subsidiaries were paid as dividends.The impact on the franking account of the dividend recommended by the directors since the end of the reporting period, but not recognised as a liability at the reporting date, will be a reduction in the franking account of nil (2017: $7 million).Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial period but not distributed at balance date. • • • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 2018(iii) Group companies76MyerAnnual Report 2018 G. GROUP STRUCTUREG1 SUBSIDIARIESEquity Equity holdings (4)holdings (4)Country of 20182017Name of entityNotesincorporationClass of shares%%100100100100100100100100100100100100100100100100100100-100100100Accounting policyThis section summarises how the Group structure affects the financial position and performance of the Group as a whole.The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described below:NB Elizabeth Pty Ltd(1), (3)AustraliaOrdinary100NB Russell Pty Ltd(2), (3)AustraliaOrdinary100NB Lonsdale Pty Ltd(2), (3)AustraliaOrdinary100NB Collins Pty Ltd(1), (3)AustraliaOrdinary100Warehouse Solutions Pty Ltd(2), (3)AustraliaOrdinary100Myer Group Pty Ltd(1), (3)OrdinaryAustralia100Myer Pty Ltd(1), (3)AustraliaOrdinary100Myer Group Finance Limited(1), (3)AustraliaOrdinary100The Myer Emporium Pty Ltd(2), (3)AustraliaOrdinary100ACT Employment Services Pty Ltd(2)AustraliaOrdinary100Myer Employee Share Plan Pty Ltd(2)AustraliaOrdinary100Myer Travel Pty Ltd(2)AustraliaOrdinary100Myer Sourcing Asia LtdHong KongOrdinary100Shanghai Myer Service Company LtdChinaOrdinary100Boogie & Boogie Pty Ltd(1), (3)AustraliaOrdinary100sass & bide Pty Ltd(1), (3)AustraliaOrdinary100sass & bide Retail Pty Ltd(1), (3)AustraliaOrdinary100sass & bide Retail (NZ) Pty Ltd(2), (3)AustraliaOrdinary100sass & bide UK Limited(5)United KingdomOrdinary100sass & bide USA inc.USAOrdinary100sass & bide inc.USAOrdinary100Marcs David Lawrence Pty Ltd(1), (3), (6)AustraliaOrdinary100(1)Each of these entities has been granted relief from the necessity to prepare financial statements in accordance with ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.(2)Each of these entities is classified as small proprietary and therefore relieved from the requirement to prepare and lodge financial reports with ASIC.(3)Each of these entities is party to a deed of cross guarantee, refer to note G2.(4) The proportion of ownership interest is equal to the proportion of voting power held.(5) sass & bide UK Limited was dissolved on 20 March 2018.(6) Previously named FSS Retail Pty Ltd.The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Myer Holdings Limited ('Company' or 'parent entity') as at 28 July 2018 and the results of all subsidiaries for the period then ended. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group (refer to note C2).Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of comprehensive income, balance sheet and statement of changes in equity respectively.The Group has the Myer Equity Plans Trust to administer the Group's employee share scheme. This trust is consolidated, as the substance of the relationship is that the trust is controlled by the Group. Shares in Myer Holdings Limited held by the trust are disclosed as treasury shares and deducted from contributed equity.SubsidiariesEmployee Share Trustfor the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS77MyerAnnual Report 2018 G2 DEED OF CROSS GUARANTEEThe following entities are parties to a deed of cross guarantee under which each company guarantees the debts of the others: Myer Holdings Limited Myer Group Finance Limited NB Elizabeth Pty Ltd The Myer Emporium Pty Ltd NB Russell Pty Ltd Boogie & Boogie Pty Ltd Myer Group Pty Ltd sass & bide Pty Ltd NB Lonsdale Pty Ltd sass & bide Retail Pty Ltd NB Collins Pty Ltd sass & bide Retail (NZ) Pty LtdWarehouse Solutions Pty Ltd Marcs David Lawrence Pty Ltd Myer Pty LtdBy entering into the deed, the wholly-owned entities within note reference 1 in note G1 have been relieved from the requirements to prepare a financial report and directors' report under ASIC Corporations (Wholly-owned Companie)s Instrument 2016/785. The above companies represent a 'closed group' for the purposesof the ASIC Legislative Instrument,and as there are no oth er parties to the deed of cross guarantee that are controlled by Myer Holdings Limited, they also represent the 'extended closed group'.Set out below is a consolidated income statement, statement of comprehensive income and a summary of movements in consolidated retained earnings for the closed group for the year ended 28 July 2018:2017 52 weeks$'0003,201,427Concession sales(701,678)2,499,749Sales revenue deferred under customer loyalty program(34,847)2,464,902Other operating revenue176,487Cost of goods sold (1,423,209)1,218,180Selling expenses (819,100)Administration expenses (292,178)Share of net profit/(loss) of equity-accounted associate(1,176)Dilution of investment in equity-accounted associate(1,338)Restructuring and store exit costs, onerous lease expense and impairment of assets(65,615)38,773Finance revenue 436Finance costs (11,259)(10,823)27,950Income tax benefit/(expense)(17,520)10,43010,430Items that may be reclassified to profit or loss:Cash flow hedges547Exchange differences on translation of foreign operations(180)36710,797Opening balance4386,25Profit/(loss) for the period10,430Dividends paid(49,276)347,408(a) Consolidated income statement, statement of comprehensive income and summary of movements in consolidated retained earnings2018 52 weeks$'000Income statement Total sales value3,100,554(653,983)Sale of goods2,446,571(36,583)Revenue from sale of goods2,409,988162,299(1,387,693)Operating gross profit 1,184,594(831,122)(297,736)--(541,190)Earnings/(loss) before interest and tax (485,454)397(9,471)Net finance costs(9,074)Profit/(loss) before income tax(494,528)8,838Profit/(loss) for the period attributable to Deed of Cross Guarantee group(485,690)Statement of comprehensive incomeProfit/(loss) for the period (485,690)Other comprehensive income13,55281Other comprehensive income for the period, net of tax13,633Total comprehensive income/(loss) for the period(472,057)Summary of movements in retained earnings/(accumulated losses)347,408(485,690)(16,426)Closing balance(154,708)for the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS••••••••• •••• ••78MyerAnnual Report 2018 G2 DEED OF CROSS GUARANTEE (CONTINUED)(b) Consolidated balance sheet2018 $'000ASSETSCurrent assets 40,35837,491365,7646,725Total current assets450,338Non-current assets 424,076484,7062693,194Total non-current assets912,245Total assets1,362,583LIABILITIESCurrent liabilities 380,81269,97110,2944,71164472Total current liabilities466,324Non-current liabilities 149,16511,80480,62962,61564Total non-current liabilities304,277Total liabilities770,601Net assets591,982EQUITY 739,021(154,708)7,669Total equity591,982Set out below is a consolidated balance sheet as at 28 July 2018 of the closed group:2017 $'000Cash and cash equivalents 29,507Trade and other receivables and prepayments38,655Inventories369,685Derivative financial instruments-437,847Property, plant and equipment460,211Intangible assets985,263Derivative financial instruments-Other non-current assets3,5601,449,0341,886,881Trade and other payables 379,233Provisions87,145Deferred income9,817Current tax liabilities1,992Derivative financial instruments 7,944Other liabilities591486,722Borrowings 143,367Provisions13,772Deferred income75,927Deferred tax liabilities86,016Derivative financial instruments 958320,040806,7621,080,119Contributed equity739,330Retained earnings/(accumulated losses)347,408Reserves(6,619)1,080,119for the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS79MyerAnnual Report 2018 G3 PARENT ENTITY FINANCIAL INFORMATION(a) Summary financial information2018 $'000Balance sheet227,811599,74719,726168,943739,020(65)(2,653)22,302(406,747)78,947Profit/(loss) for the period(406,747)Total comprehensive income/(loss)(406,270)(b) Guarantees entered into by the parent entity-(c) Contingent liabilities of the parent entity(d) Contractual commitments for the acquisition of property,p lant or equipment(e) Event subsequent to balance dateAccounting policyThe individual financial statements for the parent entity show the following aggregate amounts:2017 $'000Current assets87,283Total assets1,013,906Current liabilities17,713Total liabilities161,080Shareholders' equityIssued capital739,329ReservesCash flow hedges(543)Other reserve(2,653)Share-based payments21,320Retained earnings/(accumulated losses)95,373Retained profits reserve - pre 2018-(1,253)909Carrying amount included in current liabilities-1. The loss for the period reflects the impairment recognised on the investments held in subsidiaries within the Group. Refer to note C2 for more information. The parent entity is the borrowing entity under the Group's financing facilities. Under these facilities, the parent entity is party to a cross-guarantee with various other Group entities, who guarantee the repayment of the facilities in the event that the parent entity is in default.The parent entity is also party to the deed of cross guarantee. The details of the deed of cross guarantee are set out in note G2. At balance date, no liability has been recognised in relation to these guarantees on the basis that the potential exposure is not considered material.The parent entity did not have any contget labilities as at 28 July 2018 or 29 July 2017.inniThe parent entitydid no t have any contractual commitments for the acquisition of property,plantor equipment asat 28 July 2018or 29 July 2017. Refer to note H6 for additional events which have occurred after the financial reporting date.The financial information that is disclosed for the parent entity, Myer Holdings Limited, has been prepared on the same basis as the consolidated financial statements, except as set out below.Investments in subsidiaries are accounted for at cost in the financial statements of Myer Holdings Limited.Myer Holdings Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation.The head entity, Myer Holdings Limited, and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right.In addition to its own current and deferred tax amounts, Myer Holdings Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Myer Holdings Limited for any current tax payable assumed and are compensated by Myer Holdings Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Myer Holdings Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements.The funding amounts are recognised as current intercompany receivables or payables.Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group.Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.1(i) Investments in subsidiaries(ii) Tax consolidation legislationfor the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS80MyerAnnual Report 2018 H. OTHER INFORMATIONH1 CONTINGENCIESH2 COMMITMENTSGuaranteesMyer Chadstone storeProperty, plant, equipment and softwareContingent liabilities(a) Capital commitments2018 $'00012,836--12,836(b) Operating lease commitments222,207780,6901,534,6592,537,556This section of the notes includes other information that must be disclosed to comply with the accounting standards and other pronouncements, but that is not immediately related to individual line items in the financial statements. This section also provides information about items that are not recognised in the financial statements as they do not (yet) satisfy the recognition criteria.The Group had contingent liabilities at 28 July 2018 in respect of:The Group has issued bank guarantees amounting to $37.0 million (2017: $36.3 million), of which $18.5 million (2017: $17.6 million) represents guarantees supporting workers' compensation self insurance licences in various jurisdictions.For information about other guarantees given by entities within the Group, including the parent entity,p lease refer to notes G2 and G3.On 23 December 2016, legal proceedings were served against Myer Pty Ltd by Perpetual Limited and Bridgehead Pty Ltd (the Landlord) in relation to the Myer Chadstone store. The Landlord alleged that there was a mutual mistake in the drafting of the variable outgoings provisions in the lease for the Myer Chadstone store or that those provisions had been misinterpreted. The Landlord sought, amongst other things, rectification of the lease and payment of alleged unpaid outgoings in respect of a period between 2000 and 2016 totalling $19.14 million, plus GST, as well as interest and costs. On 29 January 2018, the Spureme Court of Victoria handed down judgement in favour of Myer and dismissed the claims made by the Landlord. On 20 March 2018, the Landlord served Myer with anapplication for leave to appeal the decision to the Courtof Appeal. Consistent with the previous financial year, no provision has been recognised at balance date in respect of this matter.While the amount and timing of any contingencies are uncertain, no material losses are anticipated in respect of the above contingent liabilities. There can be other legal claims and exposures which arise from the ordinary course of business. There is significant uncertainty as to whether a future liability will arise in respect of these items, or the amount of any such liability. Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:2017 $'000Payable:Within one year22,118Later than one year but not later than five years-Later than five years-22,118The Group leases the majority of its stores and warehouses under non-cancellable operating leases expiring within one to 30 years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:Within one year227,135Later than one year but not later than five years817,980Later than five years1,703,2692,748,384Not included in the above commitments are contingent rental payments that may arise in the event that sales made by certain leased stores exceed a pre-determined amount. The contingent rentals payable as a percentage of sales revenue and the relevant thresholds vary from lease to lease.A number of lease agreements for stores include cash contributions provided by the lessor for fit-outs and referred to as a lease incentive or lease contribution. Refer to note C4 for more information.for the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS81MyerAnnual Report 2018 H2 COMMITMENTS (CONTINUED)H3 RELATED PARTY TRANSACTIONSH4 SHARE-BASED PAYMENTSAccounting policy(a) Parent entities (b)Subsidiaries(c) Key Management Personnel2018 $4,210,571183,409(193,969)2,566,873(135,304)6,631,580(d) Transactions with other related parties(a) Long Term Incentive PlanLeases of property,plant and equipment in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease incentives received on entering into operating leases are recognised as deferred income and are amortised over the lease term. Payments made under operating leases (net of any amortised deferred income) are charged to the income statement on a straight-line basis over the period of the lease.Leases where the Group has substantially all the risks and rewards of ownership are classified as finance leases. The parent entity within the Group is Myer Holdings Limited, a listed public company, incorporated in Australia.Interests in subsidiaries are set out in note G1.Key Management Personnel compensation for the period ending 28 July 2018 is set out below. The Key Management Personnel of the Group are persons having the authority for planning, directing and controlling the Company's activities directly or indirectly, including the directors of Myer Holdings Limited.2017 $Short term employee benefits4,859,166Post employment benefits183,825Long term benefits(280)Termination and other payments-Share-based payments1,085,1466,127,857Detailed remuneration disclosures are provided in the Remuneration Report on pages 25 to 47.In 2018 and 2017 there were no loans made to directors of Myer Holdings Limited and other Key Management Personnel of the Group, including their related parties.There were no transactions with Key Management Personnel or entities related to them, other than compensation.There were no transactions with other related parties during the current period.The Myer Long Term Incentive Plan (LTIP) is an incentive that is intended to promote alignment between executive and shareholder interests over the longer term. Under the LTIP, performance rights may be offered annually to the Chief Executive Officer and nominated executives. The employees invited to participate in the plan include executives who are considered to play a leading role in achieving the Company’s long term strategic and operational objectives.Each right offered is an entitlement to one fully paid ordinary share in the Company, subject to adjustment for capital actions, on terms and hurdles determined by the Board, including hurdles linked to Company performance and service.The LTIP is delivered via a grant of performance rights. The number of performance rights that vest is not determined until after the end of the performance period. The performance right will therefore not provide any value to the holder between the date the performance right is granted until after the end of the performance period, and then only if the performance hurdles are satisfied. Performance rights do not carry entitlements to ordinary dividends or other shareholder rights until the performance rights vest and shares are provided. Accordingly, participating executives do not receive dividends during the performance period.(i) Compensation(ii) Loans (iii) Other transactionsfor the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS82MyerAnnual Report 2018 H4 SHARE-BASED PAYMENTS (CONTINUED)(a) Long Term Incentive Plan (continued)2018 BalanceExpired and Balance29 July 2017GrantedExercisedlapsed28 July 2018 10,645,383 14,238,436 (459,675) (10,731,492) 13,692,652 $0.00 $0.00 $0.00 $0.00 $0.00 2017 BalanceExpired and Balance30 July 2016GrantedExercisedlapsed29 July 20172018 LTIP2018 LTIP2018 LTIP Rights Rights Rights (TSR)(EPS)(ROFE)(b) Expenses arising from share-based payment transactions2018 $'000982Accounting policySet out below is a summary of performance rights granted under the plan:TotalWeighted average exercise priceTotal 6,997,530 4,714,871 (28,355) (1,038,663) 10,645,383 Weighted average exercise price$0.00 $0.00 $0.00 $0.00 $0.00 The weighted average remaining contractual life of share rights outstanding at the end of the period was 1.6 years (2017: 1.5 years).The assessed fair value at grant date of rigts granted duringthe peod is oted below. Faialue varies depedgon the peod to vesting date. h rinr vrinin The fair values at grant dates were independently determined using a Monte Carlo simulation pricing model that takes into account the exercise price, the term of the rights, the impact of dilution, the fair value of shares in the Company at grant date and expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right. The fair values and model inputs for performance rights granted during the period included:(a) Fair value of performance rights granted$0.22 $0.50 $0.50 (b)Grant date21-Dec-1721-Dec-1721-Dec-17piry date31-Oct-2031-Oct-2031-Oct-20(c) Ex(d) Share price at grant date$0.61 $0.61 $0.61 41%(e)Expected price volatility of the Group’s shares41%41%(f) Expected dividend yield8.2%8.2%8.2%2.07%(g)Risk-free interest rate2.07%2.07%The expected price volatility is based on the historic volatility (based on the remaining life of the performance rights), adjusted for any expected changes to future volatility due to publicly available information.Where rights are issued to employees of subsidiaries within the Group, the subsidiaries compensate the Company for the amount recognised as expense in relation to these rights.Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows:2017 $'000Rights issued under the LTIP1,782Share-based payment transaction expenses represent the amount recognised in the period in relation to share-based remuneration plans. Where expectations of the number of rights expected to vest changes, the life to date expense is adjusted, which can result in a negative expense for the period due to the reversal of amounts recognised in prior periods.Share-based compensation benefits are provided to employees through the Myer Long Term Incentive Plan (LTIP).The fair value of rights granted under the plan is recognised as an employee benefit expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the rights granted, which includes any market performance conditions but excludes the impact of any services and non-market performance vesting conditions and the impact of any non-vesting conditions.Non-market vesting conditions are included in assumptions about the number of rights that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of rights that are expected to vest based on the non-market vesting conditions. It recognises the impact of revisions to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.The LTIP is administered by the Myer Equity Plan Trust (refer to note G1). When rights are vested, the trust transfers the appproriate number of shares to the employee. The proceeds received net of any directly attributable transaction costs are credited directly to equity.Fair value of performance rights grantedNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 201883MyerAnnual Report 2018 H5 REMUNERATION OF AUDITORSH6 EVENTS OCCURRING AFTER THE REPORTING PERIOD2018 $(a) PwC Australia 487,095 48,232 535,327 2,400 175,855 343,676 1,057,258 (b) Overseas practices of PwC 66,888 13,620 80,508 (a) Structure of debtAmountTermExpiry date(b) Security(c) Debt covenantsCovenantDuring the period, the following fees were paid or payable for services provided yb the auditor of the Group, and its related practices:2017 $(i) Assurance servicesAudit and review of financial statements 374,848 Audit of rent certificates 46,002 Total remuneration for audit and other assurance services 420,850 (ii) Taxation servicesTax compliance services 2,100 (iii) Other servicesLegal services 9,026 Consulting services - Total remuneration of PwC Australia 431,976 (i) Assurance servicesAudit and review of financial statements 65,797 (ii) Taxation servicesTax compliance services 27,852 Total remuneration for overseas practices of PwC 93,649 The directors have determined that no final dividend will be payable for the period ended 28 July 2018.On 11 September 2018, the Group entered into a binding term sheet with its financiers in relation to a refinancing of its syndicated facility now totalling $400 million. The key terms of the binding term sheet, which is only subject to definitive documentation, are noted below:Amortising term loan facility - Tranche A$100 million2.5 yearsFebruary 2021Revolving working capital facility - Tranche Blion2.5 yearsFebruary 2021$300 milTotal syndicated facility$400 millionTranche A steps down by $10m semi-annually, to commence after 6 months.Tranche B steps down to a limit of $260m, after 18 months. The facility is secured, subject to various representations, undertakings, events of default and review events which are usual for a facility of this nature. Under the terms of the syndicated facility, the Group is required to comply with the following financial covenants:Leverage Ratio 2.25xFixed Charges Cover Ratio (0 - 6 months) 1.40xFixed Charges Cover Ratio (7 - 18 months) 1.45xFixed Charges Cover Ratio (19 - 30 months) 1.50xMinimum Shareholders' Funds $400 millionAudit servicesOther assurance servicesAudit servicesDividends on the Company's ordinary sharesRefinancing ≤≥≥≥≥for the period ended 28 July 2018NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS84MyerAnnual Report 2018 I. OTHER ACCOUNTING POLICIES(a) Basis of preparation(b) Rounding of amounts(c) New accounting standards and interpretationsAASB 9 Financial InstrumentsCorporations Act 2001. Compliance with IFRSHistorical cost conventionCritical accounting estimates(i) New and amended standards adopted by the Groupnting Standards - Recognition of Deferred Tax Assets for Unrealised LossesAmendments to Australian AccouAmendments to Australian Accounting Standards - Disclosure Initiative: Amendments to AASB 107Amendments to Australian Accounting Standards - Further Annual Improvements 2014-2016 Cycle(ii) New standards and interpretations not yet adopted Recognition and measurementThis section provides a list of other accounting policies adopted in the preparation of these consolidated financial statements. Specific accounting policies are disclosed in their respective notes to the financial statements. This section also provides information on the impacts of new accounting standards, amendments and interpretations, and whether they are effective in 2018 or later years. The principalaccounting policies adopted in the preparation of these consolidated financial statements ('financial statements' or 'financial repo') rt are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Myer Holdings Limited and its subsidiaries ('Group').These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Myer Holdings Limited is a for-profit entity for the purpose of preparing the financial statements.The consolidated financial statements of Myer Holdings Limited group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).These financial statements have been prepared under the historical cost convention, except for financial assets and liabilities (including derivative instruments), which have been measured at fair value through profit or loss.The preparation of financial statements in conformity with accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in notes A2, B2 and C2.The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, except where otherwise stated, amounts in the consolidated financial statements have been rounded off to the nearest thousand dollars, or in certain cases, to the nearest dollar.The Group has applied the following standards and amendments for the first time in the annual reporting period commencing 30 July 2017:AASB 2016-1 AASB 2016-2 AASB 2017-2 These revised standards did not affect any of the Group's accounting policies or any of the amounts recognised and affected only the disclosures in the notes to the financial statements.Certain new accounting standards and interpretations have been published that are not mandatory for the 28 July 2018 reporting period. The Group's assessment of the impact of these new standards and interpretations, that were considered relevant for the consolidated entity, is set out below:AASB 9 Financial Instruments will replace AASB 139 Financial Instruments: Recognition and Measurement. The new standard is effective for periods beginning on or after 1 January 2018 and therefore will be adopted by the Group for the period ending 27 July 2019.This standard addresses the classification, measurement and derecognition of financial assets and liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets based on expected credit losses. ased on the size and nature of the Group’s financial assets, the changesto the expected credit loss model will not have a material impact on the Group’s financial statements. The Group is currently accounting for the financial instruments arising from hedging activities, at fair value through profit and loss, therefore no change is required to the Group’s accounting policy. The Group does not expect this new standard to have a material impact on the Group’s financial statements. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS · · ·for the period ended 28 July 201885MyerAnnual Report 2018 I. OTHER ACCOUNTING POLICIES (CONTINUED)(c) New accounting standards and interpretations (continued)AASB 15 AASB 16 Revenue from Contracts with CustomersLeasesTransitionRecognition and measurementTransitionRecognition and measurementAASB 15 Revenue from Contracts with Customers introduces a new five step model to determine when to recognise revenue, and at what amount. The model is based on the concept of recognising revenue for performance obligations only when they are satisfied and control of the goods or services is transferred, for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.AASB 15 is effective for periods beginning on or after 1 January 2018 and therefore will be adopted by the Group for the period ending 27 July 2019. The majority of the Group’s revenue is fgor oods sold in store or online where there is a single performance obligation and revenue recognition remains at the point of sale or when delivery is provided to the end customer. This is consistent with the Group’s current revenue recognition policy. The Group has performed a detailed assessment on the impact of AASB 15 by assessing all revenue streams across the Group and determined that there is no material impact resulting from AASB 15, except for non-redemption income on gift cards and non-redemption income on rewards cards issued under the Group loyalty programer One. The Group is required to recognise the expected non-redemption amount as revenue in proportion , Myto the pattern in which the gift or reward card is utilised by the customer. This change will be applied retrospectively with the cumulative effect of initially applying this change expected to result in an increase to the opening balance of retained earnings of approximately $4m for the period ending 27 July 2019. AASB 16 Leases will replace existing accounting requirements under AASB 117 Leases and related interpretations. AASB 16 eliminates the classification between operating and finance leases and introduces a single lessee accounting model.Under AASB 16, the Group’s accounting for operating leases as a lessee will result in the recognition of a right-of-use (ROU) asset and a corresponding lease liability, with the exception of short-term leases under 12 months and where the underlying ROU is of a low value. The lease liability represents the present value of future lease payments. There will be a separate recognition of the depreciation charge on the ROU asset and interest expense on the lease liability. This will result in the recognition of a front-loaded pattern of expense for most leases, even when constant annual rentals are paid. AASB 16 is effective for periods beginning on or after 1 January 2019 and therefore will be effective in the Group’s annual reporting period ending 25 July 2020. The Group will be applying the modified retrospective approach and an adjustment to the opening balance of retained earnings for the period ending 25 July 2020. As a lessee with a substantial portfolio of operating leases, the implementation of this standard is expected to have a material impact on the Group’s consolidated financial statements at transition and in future years to the extent that leases currently classified as operating leases will need to be recognised on balance sheet. In addition, the current operating lease expense recognised in the income statement will be replaced with a depreciation and interest expense.The Group has performed a preliminary assessment on the impact of AASB 16, however a reliable estimate of the quantitative impact cannot yet be provided due to unresolved matters, including: · Determination of the lease term for certain leases with extensive option periods; and · Conclusion on appproriate discount ratesThe Group will provide an estimate of the financial impact of the new standard once these matters are resolved and the financial impactcan be assessed.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 28 July 201886Myer Annual Report 2018In the directors’ opinion:(a) the financial statements and notes set out on pages 48 to 85 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 as at 28 July 2018 and of its performance for the financial period 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 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note G2.Note I. (a) confirms that the financial statements also 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 the Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. GARRY HOUNSELL Chairman Melbourne, 11 September 2018DIRECTORS’ DECLARATION87MyerAnnual Report 2018 PricewaterhouseCoopers, ABN 52 780 433757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331 MELBOURNE VIC 3001 T: +61 3 8603 1000, F: +61 3 8603 1999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation.Independent auditor’s report To the members of Myer Holdings Limited In our opinion: The accompanying financial report of Myer Holdings Limited (the Company) and its controlled entities (together the Group) is in accordance with the , including: (a)giving a true and fair view of the Group's financial position as at 28 July 2018 and of its financial performance for the period then ended (b)complying with Australian Accounting Standards and the . The Group financial report comprises: the consolidated balance sheet as at 28 July 2018the consolidated income statement for the period then endedthe consolidated statement of comprehensive income for the period then endedthe consolidated statement of changes in equity for the period then endedthe consolidated statement of cash flows for the period then endedthe notes to the consolidated financial statements, which include a summary of significant accountingpolicieseclaration.We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We are independent of the Group in accordance with the auditor independence requirements of the and the ethical requirements of the Accounting Professional and Ethical Standards (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. Report on the audit of the financial report Our opinion Basis for opinion Corporations Act 2001Corporations Regulations 2001Corporations Act 2001Code of Ethics for Professional AccountantsWhat we have audited Independence ��the directors’ dBoard’s APES 110 Auditor’s responsibilities for the audit of the financial report88MyerAnnual Report 2018 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 agggreate, 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 structureof the Group, its accounting processes and controls and the industry in which it operates. Materiality Audit scope Key audit matters �� For the purpose of our audit we used Our audit focused on Amongst other relevant overall Group materiality of $2.3 where the Group made topics, we communicated million, which represents subjectivejudgements; the following key audit for example, significant matters to the Audit, before tax, adjusted for individually accounting estimates Finance and Risk material items separately disclosed as involving assumptions Committee: restructuring and store exit costs, and inherently Impairment of onerous lease expense and impairment uncertain future events. intangible assets of assets. The Group is principally Accounting We applied this threshold, together involved in retailing estimates and with qualitative considerations, to through Department disclosures determine the scope of our audit and Stores across Australia relating to the nature, timing and extent of our and online. The strategic decisions audit procedures and to evaluate the accounting processes Inventory valuation effect of misstatements on the financial are structured around a and provisions report as a whole. Group corporate finance function at the Supplier rebates We chose Group profit before tax and individually material items separately Refinancing and debt in Melbourne. covenants disclosed because, in our view, it is the metric against which the performance Our audit procedures They are further described of the Group is most commonly were mostly performed in the measured by users. at the Group support section of our report.office, along with visits We adjusted for individually material to the Melbourne items as they are unusual or Distribution Centre and infrequently occurring items impacting three Department profit and loss. Stores across Australia to perform audit We utilised a 5% threshold based on procedures over our professional judgement, noting it is inventory. within the range of commonly acceptable thresholds. approximately 5% of the Group’s profit Group’s support office Key audit matters 89MyerAnnual Report 2018 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. Key audit matter How our audit addressed the key audit matter Impairment of intangible assets (refer to note C2) As required by Australian Accounting Standards, the We considered the methodology applied by the Group in Group assesses annually whether intangible assets that performing the impairment assessment at 27 January 2018 have an indefinite useful life should continue to be and 28 July 2018, and the judgements applied by the Group recognised or if any impairment is required. Where the in determining the CGUs of the business. We considered carrying valueof an intangible asset is higher than its whether the division of the Group into CGUs for the recoverable amount, Australian Accounting Standards impairment testing of intangible assets was consistent with require the carrying value of the intangible asset to be written down (impaired). reporting. The Group considers the Myer and sass & bide businesses We developed an understanding of the key relevant internal to be separate cash generating units (CGUs) for the controls over the impairment assessment process. purposes of impairment testing of other intangible assets. value-in-use impairment models and At 27 January 2018, indicators of impairment identified calculations we performed the following procedures, by the Group included the market capitalisation of the amongst others: Group (the value of the Group derived by multiplying the Performed testing over the mathematical accuracy of the number of shares currently issued by the share price at value-in-use impairment models. period-end) being lower than the net assets of the Group, lower than expected earnings and cash flows, and the Compared the discount rate and long term growth rate competitive retail environment in which the Group applied to the impairment assessments for each CGU to operates. As a result, the Group assessed the recoverable our benchmark data. We found the rates utilised by the amount of the assets using a value-in-use discounted cash Group were consistent with our benchmark data. flow model that identified the carrying value exceeded the Compared recoverable amount resulting in an impairment charge of cash flow forecasts to Board approved budgets and $515.3 million. The impairment was allocated to Myer forecasts, externally available economic data and goodwill ($465.0 million) and the Myer brand name historical actual results. ($50.3 million). Considered the forecast financial data such as sales, cost No indicators of impairment were identified for the sass of sales, salaries and occupancy costs included in the & bide CGU at 27 January 2018. value-in-use impairment models, noting the consistency As described in note C2 to the financial statements, after with our knowledge and understanding of the business. the impairment recorded at 27 January 2018, the Group Performed sensitivity analysis over the key assumptions held $371.6 million of brand names and trademarks at 28 including average EBITDA margin, discount rate and July 2018. The brand names and trademarks arose on the long term growth rate to consider the extent of change acquisitions of the Myer, sass & bide and Marcs and in those assumptions that either individually or in David Lawrence businesses. combination would be required for the intangible assets The Group performed a further impairment assessment to be impaired. for each CGU at 28 July 2018. This involved determining Evaluated the extent of the Myer Group impairment the recoverable amount of the intangible assets based on charge recognised with reference to key assumptions a value-in-use calculation for each CGU. No further our knowledge of the Group’s operations and internal To assess the Group’s the Group’s forecast annual growth rates and �� 90MyerAnnual Report 2018 Key audit matter How our audit addressed the key audit matter impairment of Myer including forecast average EBITDA margins, discount rate and long term growth rates. We considered this a key audit matter due to the overall impairment indicators applicable to the Group, the Considered the allocation of the impairment charge to significant judgement applied in estimating the future Myer assets. trading cash flows of the CGUs and external evidence that We considered the disclosures made in note C2, including indicated material impairment could exist. those regarding the key assumptions and sensitivities to changes insuch assumptions, in light of the requirements of Australian Accounting Standards. the closure of stores, changes to store sizes following strategic decision related provisions we performed the various landlord negotiations, redundancies and cost following procedures amongst others: Considered with reference to Australian Accounting Melbourne. Standards the judgements and assumptions applied by These decisions resulted in restructuring, redundancy, the Group to determine the recognition of provisions and store exit costs of $17 million recognised in the based on the status of committed and Board approved period to 28 July 2018 in accordance with Australian strategic action plans. Accounting Standards. The restructuring activity was incomplete at period end, with further jugdements and used to calculate the strategic decision provision to: assumptions regarding these strategic decision made by the Group regarding the nature and quantum of Board minutes -restructuring activity in future periods; this activity landlord agreements -required the recognition of estimated provisions of $10 million at 28 July 2018. historic data, including prior store closures and -restructuring experience We considered this a key audit matter because of the judgements and assumptions applied by the Group in other supporting audit evidence. -estimating the level of provisioning required to be We assessed whether there were other provisions which met recognised at 28 July 2018. recognised at 28 July 2018, by making inquiries of management responsible for strategic decisions and by reading minutes of Board meetings for the full financial period. We considered the disclosures made in note A3 and C3, in light of the requirements of Australian Accounting Standards. The Group held inventory of $367 million (2017: $372 million) at 28 July 2018. As described in note B2 to the in calculating the value of inventory provisions, we financial statements, inventories are valued at the lower performed the following procedures, amongst others: of cost and net realisable value. The Group recognises a provision where it expects the net ’s intangibles was identified. During FY2018 the Group’s strategic decisions involved To assess the Group’s accounting policies for calculating the reductions within the Group’s support office in Compared the Group’s judgements and assumptions the Group’s recognition criteria, and if they had been To assess the Group’s judgements and assumptions applied �� Accounting estimates and disclosures relating to strategic decisions Inventory valuation and provisions (Refer to note A3 and C3) (Refer to note B2) 91MyerAnnual Report 2018 Key audit matter How our audit addressed the key audit matter realisable value of inventory to fall below its cost price. Considered the design and effective operation of a This will occur where inventory becomes aged, damaged sample of relevant key inventory controls. or obsolete and will be sold below its cost price in order to Attended inventory counts at a distribution centre and clear. Inventory provisioning is also required where retail stores. inventory no longer exists due to theft and processing errors. AssesseWe considered this a key audit matter because the Group inventory clearance strategy. applies judgements and assumptions in: Forecasting sell through rates of inventory on hand inventory provisioning by comparing the prior period at periodend to estimate the value of inventory inventory provision to inventory sold below cost or likely to sell below cost in the future. written off in the current period. Estimating inventory shrinkage based on actual We considered the disclosures made in note B2, in light of losses realised as a result of cycle inventory counts. the requirements of Australian Accounting Standards. As described in note B2 to the financial statements, the Our procedures over supplier rebate income included: Group recognises amounts receivable from suppliers Agreeing a sample of supplier rebates recorded to the (primarily comprising supplier promotional rebates) as a relevant supplier agreements. reduction in the cost of inventory purchased and a reduction in the cost of goods sold. Comparing a samsupplier rebate calculations to relevant supplier The majority of supplier rebates tend to be small in unit value but high in volume and span relativelyshort volume data. periods of time, although promotional rebates and sell through of related inventory can run across the financial period end. understanding of: We considered this to be a key audit matter because: the nature of the rebates negotiated with suppliers. -Supplier arrangements are complextheir awareness of Group buying policies. in nature and -highly variable between suppliers. Comparing a sample of rebates to relevant supplier Judgement is needed by the Group to determine the arrangements to assess whether they amount of supplier rebates that should be were appropriately allocated to the income recognised in the income statement and the statement or capitalised into inventory.amounts that should be deferred to inventory. This requires a detailed understanding of contractual We evaluated the recoverability of the rebates receivable at arrangements with suppliers and accurate purchase period end by assessing the ageing of amounts outstanding and sell through information. at 28 July 2018. We considered the disclosures made in note B2, in light of the requirements of Australian Accounting Standards. There are external borrowings on the balance sheet at 28 July 2018 of $149m. 28 July 2018. Given the financial significance of the borrowings �� d the Group’s inventory provisioning policy by considering the levels of aged inventory and the Group’s Considered the historical accuracy of the Group’s ple of rebate terms used in the Group’s arrangements and the Group’s inventory purchase Group’s buyers to develop an Interviewing a range of the We obtained confirmations directly from the Group’s banks to confirm the borrowings’ balance, tenure and conditions at Supplier rebates Refinancing and debt covenants (Refer to note B2) (Refer to note D3 and H6) � 92MyerAnnual Report 2018 Key audit matter How our audit addressed the key audit matter balance, the refinancing of facilities and resetting of We read the binding term sheet which is subject to definitive covenants subsequent to period end, the cyclical documentation between the Group and its lenders to financing demands of the business and the importance of develop an understanding of the terms associated with the capital facilities and the amount of facility available for drawdown. We evaluated whether the debt was classified in accordance matter. with Australian Accounting Standards and we also evaluated the adequacy of the disclosures made in note D3 and H6. in supporting the Group’s strategy, the accounting for the Group’s borrowings was considered a key audit The directors are responsible for the other information. The other information comprises the information included in the annual report for the period ended 28 July 2018, but does not include the financial report included the Directors' Report and ASX Additional Information. We expect the remaining other information to be made available to us after the date of this auditor's report, including Chairman and CEO Report, Performance Review, Company Snapshot, Shareholder Information and Corporate Directory. Our opinion on the financial report does not cover the other information and we do not and will not express an opinion or ayorof assurance conclusion thereon. n fm In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whe is materially inconsistent with the ther the other informationfinancial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this to report that fact. We have nothing to report in this regard. When we read the other information not yet received as identified above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appproriate action to take. 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 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. Other information Responsibilities of the directors for the financial report and our auditor’s report thereon. Prior to the date of this auditor's report,the other information we obtained auditor’s report, we conclude that there is a material misstatement of this other information, we are required Corporations Act 200193MyerAnnual Report 2018 Auditor’s responsibilities for the audit of the financial report Our opinion on the remuneration report Responsibilities Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstaopinion. 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 agggreate, 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. We have audited the remuneration report included in pages 25 to 47 of the DReport for the period ended 28 July 2018. In our opinion, the remuneration report of Myer Holdings Limited for the period ended 28 July 2018 complies with section 300A of the The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of . Our responsibility is to epxress an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Jason Perry Melbourne Partner 11 September 2018 tement, whether due to fraud or error, and to issue an auditor’s report that includes our ctors’ ireReport on the remuneration report Corporations Act 2001.the Corpoaons Act 2001rti94Myer Annual Report 2018SHAREHOLDER INFORMATIONAs at 1 October 2018.Myer has one class of shares on issue (being ordinary shares). All the Company’s shares are listed on the Australian Securities Exchange.NumberIssued Capital821,278,815Number of Shareholders46,657Minimum parcel price$0.515Holders with less than a marketable parcel20,690Distribution of shareholders and shareholdingsRangeUnits%Holders%100,001 and Over613,134,55974.654070.8710,001 to 100,000134,658,24816.404,6419.955,001 to 10,00027,531,0893.353,4547.401,001 to 5,00034,811,6364.2415,39833.001 to 1,00011,143,2831.3622,75748.78Total821,278,815100.0046,657100.00Unmarketable ParcelsMinimum Parcel SizeHoldersUnitsMinimum $500.00 parcel at $0.515 per unit97120,6909,104,975Twenty largest shareholdersRankNameUnits% of Units1HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 196,646,72323.942METALGROVE PTY LTD 88,450,66410.773J P MORGAN NOMINEES AUSTRALIA LIMITED 85,817,10810.454CITICORP NOMINEES PTY LIMITED 46,835,1995.705NATIONAL NOMINEES LIMITED 19,613,4082.396CITICORP NOMINEES PTY LIMITED 10,596,5001.297WARBONT NOMINEES PTY LTD 6,260,6050.768GLENN HARGRAVES INVESTMENTS PTY LTD 6,255,0000.769BNP PARIBAS NOMS PTY LTD 5,488,8800.6710SPACETIME PTY LTD 4,920,0000.6011SABA FAMILY INVESTMENTS PTY LTD 4,500,0000.5512BNP PARIBAS NOMS PTY LTD 4,154,3430.5113SHOREFRONT NOMINEES PTY LTD 4,000,0000.4914ARCHERFIELD AIRPORT CORPORATION 3,800,0000.4615BNP PARIBAS NOMINEES PTY LTD 3,604,6510.4416MR BERNARD JOSEPH BROOKES 3,555,0000.4317MR PAT O’NEILL 3,478,6490.4218SANDHURST TRUSTEES LTD 2,815,0000.3419DR PETER MALCOLM HEYWORTH 2,796,0000.3420MR BERNARD JOSEPH BROOKES & MRS SUSIE HEIDI BROOKES 2,096,0600.26Total505,683,79061.57Balance of register315,595,02538.43Grand total821,278,815100.0095Myer Annual Report 2018Substantial shareholdersAs at 1 October 2018, there are five substantial shareholders that Myer is aware of:Date of last noticeNumber of securities%Premier Investments29 March 201788,450,66410.77Investors Mutual19 May 201780,897,0189.85Dimensional Fund Advisors2 December 201657,539,6117.01Wilson Asset Management Group14 September 201844,802,0545.46Vinva Asset Management21 September 201844,794,5865.45Total38.54VOTING RIGHTSShareholders may vote at a meeting of shareholders in person, directly or by proxy, attorney or representative, depending on whether the shareholder is an individual or a company. Subject to any rights or restrictions attaching to shares, on a show of hands each shareholder present in person or by proxy, attorney or representative has one vote and, on a poll, has one vote for each fully paid share held.Presently, Myer has only one class of fully paid ordinary shares and these do not have any voting restrictions. If shares are not fully paid, on a poll the number of votes attaching to the shares is pro-rated accordingly. Options and performance rights do not carry any voting rights.OPTIONS AND PERFORMANCE RIGHTSMyer has unlisted performance rights on issue. As at 1 October 2018, there were 24 holders of performance rights.AMERICAN DEPOSITARY RECEIPT PROGRAMMyer Holdings has a Sponsored Level I American Depositary Receipt (ADR) program. Myer ADRs are not listed on an exchange and are only traded in the United States over-the-counter (OTC) market under the code: ‘MYRSY’ and the CUSIP number: 62847V 207. One ADR represents four existing ordinary Myer shares.Deutsche Bank Trust Company Americas (DBTCA) is the Depositary for the Company’s ADR program in the United States. Holders of the Company’s ADRs should deal directly with DBTCA on all matters relating to their ADR holdings on the contact details below:Deutsche Bank Shareholder Services American Stock Transfer & Trust Company Operations Centre 6201 15th Avenue Brooklyn NY 11219 Email: DB@amstock.com Toll-free number: +1 800 937 5449 Direct Dial: +1 718 921 812496Myer Annual Report 2018CORPORATE DIRECTORYREGISTERED OFFICEMyer Holdings Limited Level 7 800 Collins Street Docklands VIC 3008 Phone: 1800 811 611 (within Australia)MYER POSTAL ADDRESSMyer Holdings Limited PO Box 869J Melbourne VIC 3001COMPANY SECRETARYJonathan Garland General Counsel and Company SecretarySHAREHOLDER ENQUIRIES: SHARE REGISTRYLink Market Services Limited Postal Address Locked Bag A14 Sydney South NSW 1235MYER SHAREHOLDER INFORMATION LINEAustralian Telephone: 1300 820 260 International Telephone: +61 1300 820 260 Facsimile: 02 9287 0303 www.linkmarketservices.com.auINVESTOR RELATIONSInvestor Relations Manager Email: myer.investor.relations@myer.com.au MEDIA RELATIONSGeneral Manager Corporate Affairs Email: myer.corporate.affairs@myer.com.au MYER CUSTOMER SERVICE CENTREPO Box 869J Melbourne VIC 3001 Phone: 1800 811 611 (within Australia) Fax: +61 (0 ) 3 8667 6091AUDITORPricewaterhouseCoopers Level 19, Freshwater Place 2 Southbank Boulevard Southbank VIC 3006SECURITIES EXCHANGE LISTINGMyer Holdings Limited (MYR) shares are listed on the Australian Securities Exchange (ASX)WEBSITESmyer.com.au myerone.com.au myer.com.au/investorFIND US HEREFacebook.com/myerInstagram.com/myerTwitter.com/myerYoutube.com/myerDesigned and produced at www.twelvecreative.com.auONAL ONLYPOSITIANNUAL REPORT 2018

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