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2017
ANNUAL
REPORT
Saputo produces, markets, and distributes a wide array of dairy products of
the utmost quality, including cheese, fl uid milk, extended shelf-life milk and
cream products, cultured products and dairy ingredients. Saputo is one of
the top ten dairy processors in the world, the largest cheese manufacturer
and the leading fl uid milk and cream processor in Canada, one of the top
three dairy processors in Argentina, and among the top four in Australia.
In the US, Saputo ranks among the top three cheese producers and is one
of the largest producers of extended shelf-life and cultured dairy products.
Our products are sold in several countries under well-known brand names
such as Saputo, Alexis de Portneuf, Armstrong, COON, Cracker Barrel*,
Dairyland, DairyStar, Friendship Dairies, Frigo Cheese Heads, La Paulina,
Milk2Go/Lait’s Go, Neilson, Nutrilait, Scotsburn*, Stella, Sungold, Treasure
Cave and Woolwich Dairy. Saputo Inc. is a publicly traded company and its
shares are listed on the Toronto Stock Exchange under the symbol “SAP”.
* Trademark used under licence.
FINANCIAL HIGHLIGHTS
Sector
Number of plants
Number of employees
% of total revenues
Canada Sector
USA Sector
International Sector
22
24
4
5,400
5,700
1,700
36%
52%
12%
PRODUCTS SOLD
IN OVER
40
COUNTRIES
50
PLANTS
12,800
EMPLOYEES
2017
2016
2015
Fiscal
2017
Since
2015
CAGR1
Revenues
$11,162.6
$ 10,991.5
$ 10,657.7
+1.6%
+2.3%
Years ended March 31 (in millions of CDN dollars)
Adjusted EBITDA2
Adjusted net earnings2
Net earnings
$1,289.5
$ 1,174.1
$ 1,061.7
$731.1
$ 626.9
$ 582.8
$731.1
$ 601.4
$ 612.9
+9.8%
+16.6%
+21.6%
+10.2%
+12.0%
+9.2%
Segment
% of total revenues
Clientele
RETAIL
FOODSERVICE
INDUSTRIAL
50%
39%
11%
Sales are made to supermarket chains, mass-merchandisers,
convenience stores, independent retailers, warehouse clubs
and specialty cheese boutiques under company-owned or
customer brand names.
Sales are made to broadline distributors, as well as
to restaurants and hotels, under company-owned or
customer brand names.
Sales are made to food processors using Saputo’s products
as ingredients to manufacture their products.
1 CAGR, Compound Annual Growth Rate is defined as the year over year growth rate over a specified amount of time.
2 Adjusted EBITDA and adjusted net earnings are non-IFRS measures. Refer to the “Measurement of Results not in Accordance with IFRS” section of the Company’s
Management Discussion and Analysis for the definition of these terms.
MESSAGE FROM THE CHAIRMAN OF THE BOARD
I am pleased to report a strong year for Saputo. Our shared commitment to quality
and excellence have propelled our business forward and allowed us to remain one of
the leading dairy processors in the world.
In fiscal 2017, our Board of Directors continued to provide diligent guidance and
leverage the experience and knowledge of our management team to ensure sound
decision-making with a long-term view on the business.
The Board is composed of eight independent directors and two non-independent
directors: myself and the Chief Executive Officer and Vice Chairman of the Board.
In fiscal 2017, we welcomed two new independent directors: Ms. Franziska Ruf and
Ms. Diane Nyisztor, who were elected in August 2016. The independent directors,
led by a Lead Director, meet separately after each Board meeting. The Board also
has two committees, namely the Audit Committee, and the Corporate Governance
and Human Resources Committee, both composed solely of independent directors.
At the next shareholders’ meeting, the Board will propose Mr. Louis-Philippe Carrière,
currently the Company’s Chief Financial Officer and Secretary, as a new non-
independent nominee for election to the Board following his retirement from Saputo
on August 1, 2017.
I commend our Board of Directors and our management team for upholding a culture
of integrity in line with our values. The Board firmly believes in the importance
of good governance and transparency. On an annual basis, Saputo evaluates its
corporate governance against current best practices and trends, and, if appropriate,
implements changes to improve them. For additional information on our practices
and Board nominees, please refer to the Company’s Management Proxy Circular
dated June 1, 2017.
I would like to take this opportunity to thank all our directors and our management
team for their judicious leadership and dedication. I also extend my sincere gratitude
to our employees, customers, consumers and business partners for their trust and
loyalty. Our Company would not be where it is today without them.
I recently announced my intention to retire as Chairman of the Board effective
August 1, 2017. Over the last 62 years, Saputo has expanded and evolved into a
strong global dairy Company. It has been my life’s work and I am honoured to leave
behind an enduring legacy. As for the future, I have every confidence in my son,
Lino Jr., who, subject to his re-election as director, will be appointed to the position
of Chairman of the Board in addition to his current duties as Chief Executive Officer.
I am certain Lino Jr.’s leadership will provide continuity in line with our values and
aspirations.
It is with the best interest of our stakeholders in mind that we look towards the future
with enthusiasm and confidence as we continue to build on our solid foundation.
EMANUELE (LINO) SAPUTO, C.M., O.Q., Dr h.c.
Chairman of the Board
Saputo Inc.
Our shared
commitment to
quality and excellence
have propelled
our business forward
and allowed us
to remain one of
the leading dairy
processors
in the world.
MESSAGE FROM THE CHIEF EXECUTIVE OFFICER
Fiscal 2017 was a good year for our Company. Our performance demonstrated
our resilience as we further expanded our business despite a challenging market
environment. We have remained focused on finding the right balance between
volume and margins, and our year-end results are a testament to the strength of our
complementary platforms combined with effective execution.
Our Dairy Division (Canada) performed well within the competitive Canadian
landscape. Increased cheese sales volumes, higher selling prices, lower warehousing
and logistical costs, and a favourable product mix positively impacted adjusted
EBITDA. To achieve such results, we strengthened our relationships with our
customers, and invested capital in innovation, operational efficiencies and production
capabilities in markets with growth potential. We also aligned our go-to-market
strategy by transferring all merchandising duties of the Atlantic region to retailers
to ensure our operations were consistent across the country. Additionally, following
our March 2016 announcement, production from our Sydney (Nova Scotia) and
Princeville (Québec) plants was transferred to other Saputo facilities as part of our
ongoing focus on continuous improvement. The closure of our Ottawa (Ontario) plant
is scheduled for December 2017. We also continued to build consumer preference
for our products and notably relaunched the Saputo cheese brand this year.
Our USA Sector generated solid results in fiscal 2017. Higher sales volumes drove the
Sector’s revenue and EBITDA performance while it benefited from a better alignment
of selling prices with fluctuating commodity prices and lower ingredient costs.
The Cheese Division (USA) introduced new products and generated sales growth
by securing business with current customers and increasing existing sales. We also
continued to invest in enhancing our blue cheese production capabilities in Almena
(Wisconsin), thereby maintaining our position as a market leader in this category.
In the Dairy Foods Division (USA), we strengthened our position in core categories
such as extended shelf-life (ESL) and cultured products by working in collaboration
with our customers. Our innovation centre allowed our teams to develop new
value-added products to grow our offering and meet customer needs. To this end,
we continued to leverage our business model as a low-cost producer, improve our
processes, invest to enhance our network, and increase our production capacity for
future demand.
The International Sector saw an improvement in market conditions towards the latter
part of the fiscal year. We grew our presence in existing markets and expanded into
new international markets while maximizing our operational flexibility to mitigate
commodity price fluctuations.
In our Dairy Division (Argentina), a recovery in global international markets helped
improve our export business. Higher selling prices drove revenues for the Division,
reducing the impact of severe weather conditions on our milk intake. The enterprise
resource planning (ERP) system was deployed in Argentina as part of our overall
implementation plan.
Fiscal 2017
was a good year
for our Company.
Our performance
demonstrated
our resilience as
we further expanded
our business
despite a challenging
market environment.
With a clean
balance sheet,
a sound asset base,
and the talent
of our people,
I remain confident
in our ability
to create even
greater value.
Our Dairy Division (Australia) had a strong year as we reinforced our position in
Australia. We grew our milk intake while gaining efficiencies across our production
streams. Our operational capacity will continue to grow once our expansion project
is completed as expected later this year. We also continued to benefit from the
everyday cheese business acquisition, which allowed us to increase our presence in
the branded domestic cheese market. Furthermore, in March 2017, we obtained full
ownership of Warrnambool Cheese and Butter Factory Company Holdings Limited
(“WCB”) after acquiring the remaining minority stake from shareholders. We are
pleased with this outcome and are proud of the solid relationships we have built with
our various stakeholders, including employees, milk producers and customers since
the acquisition of WCB in 2014.
Our financial performance reflects our ability to listen to our stakeholders’ needs,
as well as adjust to evolving market trends or regulatory changes. As a global leader
in dairy processing, we remain committed to delivering strong performance while
managing the social and environmental impacts of our activities. Thus, in fiscal 2017,
we launched the Saputo Promise which forms the backbone of our approach to
corporate responsibility. Throughout our evolution, we have maintained our unique
culture by staying true to our values and doing things right, both in business and in the
communities where we have operations. This commitment is shared by our people,
whose integrity and dedication have allowed our Company to flourish.
I would like to sincerely thank Dino Dello Sbarba who retired as President and
Chief Operating Officer on April 1, 2017, after 26 years with Saputo. I am delighted
Kai Bockmann, who has been with the Company since 2012, has been appointed as
his successor. I would also like to express my gratitude to Louis-Philippe Carrière
who announced his retirement as Chief Financial Officer effective August 1, 2017,
following 30 years with the Company. I am very pleased Maxime Therrien, who has
been with the Company since 1996, will be appointed to this position. During their
many years of excellent service, Dino and Louis-Philippe contributed to building our
solid foundations and have been instrumental to our Company’s expansion. Loyal and
forward-thinking, they have helped develop talent to ensure a seamless transition.
I would be remiss if I did not thank my father, Lino Saputo, who announced his
decision to retire as Chairman of the Board effective August 1, 2017. Since its founding
in 1954, my father dedicated his life to building Saputo, leading our Company with a
clear vision and achieving profitable growth. I am proud and honoured to carry on
our family’s legacy and am deeply grateful for the disciplined approach my father and
grandfather embedded in our Company.
Looking ahead, I am optimistic about our future. We will continue to be disciplined,
vigilant and agile as we look to strengthen our market presence and seize growth
opportunities, including acquisitions. With a clean balance sheet, a sound asset
base, and the talent of our people, I remain confident in our ability to create even
greater value.
LINO A. SAPUTO, JR.
Chief Executive Officer and Vice Chairman of the Board
Saputo Inc.
THE SAPUTO PROMISE
The
Saputo
Promise
In fiscal 2017, we launched the Saputo Promise, which aligns our practices and ensures we focus
our efforts on the issues that matter. It is our commitment to live up to the values on which our
business was founded in 1954. As a global leader in dairy processing, we have a responsibility
to demonstrate good corporate citizenship in everything we do.
The Saputo Promise consists of 7 Pillars that form the backbone of our approach to social,
environmental and economic performance. Based on our values and our stakeholders’ concerns,
our Pillars are: Food Quality and Safety, Our People, Business Ethics, Responsible Sourcing,
Environment, Nutrition and Healthy Living, and Community.
FOOD QUALITY
AND SAFETY
OUR PEOPLE
BUSINESS ETHICS
We are committed to offering our customers and consumers products made
to high industry standards for safety, nutritional value, and quality.
Food Quality and Safety – We keep a constant focus on the quality and safety of our ingredients
and products throughout our operations. We will continue to review our practices regularly
so that they meet or exceed the latest legal requirements and industry best practices.
Traceability – We ensure systems are in place for tracing products and raw materials.
Our operating principle is always to put food safety first. Therefore, we have robust contingency
processes and precautionary measures in place enabling us to take proactive and immediate
action when necessary.
At Saputo, our employees are by far our most important asset. We care about their
health and well-being, and endeavour to provide the best possible work environment
in all our facilities.
Diversity – As a global Company operating in diverse communities, we are committed to
protecting and promoting our culture of fairness, accessibility, and diversity.
Health and Safety – We are committed to providing a safe work environment to all employees.
By investing in company-wide accident prevention programs, and implementing global safety
policies, procedures, tools and training, we strive to ensure a healthy and safe environment for all.
Working Conditions – We believe in continually investing in our employees. We are committed to
offer local industry competitive wages and benefits and to invest in training and development of
our people so they can have the skills needed to maintain high quality standards throughout our
operations. We do not tolerate any form of violence or constraint in the workplace, including any
type of harassment or discrimination based on race, national or ethnic origin, colour, religion, age,
sex, sexual orientation, matrimonial status, civil status, or physical or mental handicap.
Since our founding, our values have been at the heart of our culture and have driven our
actions. Our values are efficiency through simplicity, a family-oriented environment,
ownership and commitment, a hands-on approach, passion, and integrity.
Code of Ethics – We are committed to maintaining a high level of business integrity and we guide
the everyday conduct of all employees, officers, and Board members through our Code of Ethics.
Compliance – Guided by our deeply embedded corporate culture, we are committed to comply
with laws, regulations, and industry standards. We have systems in place to monitor and ensure
compliance.
Transparency – We recognize the importance of accountability to our stakeholders, including
employees, shareholders, customers, consumers, suppliers, partners, and authorities so we aim to
communicate in a transparent and responsible manner on how we are achieving our Promise.
RESPONSIBLE
SOURCING
ENVIRONMENT
NUTRITION AND
HEALTHY LIVING
COMMUNITY
As a dairy company, milk is our primary ingredient and we care deeply about the way it is
produced. High quality dairy products begin with high quality milk from healthy and
well cared for animals.
Animal Welfare – We have a zero tolerance policy for any act of animal cruelty. We use
our position as one of the leading dairy processors in the world to promote animal care and
appropriate dairy cattle and goat handling practices. We expect all milk producers to comply
with recognized standards validated by third party animal welfare audit. We work with suppliers
and authorities to address situations where a breach of the policy is suspected.
Supply Chain – We are committed to work with our suppliers to achieve our Promise and we will
continue to look for opportunities to strengthen our performance throughout our supply chain.
Our goal is to pursue growth as a world-class dairy processor while striving to minimize
the environmental impacts of our activities.
Energy and GHG Emissions – We recognize the importance of reducing greenhouse gas
emissions and we will continuously seek ways to reduce our emissions and to improve energy
efficiency.
Food Waste – We implement and adapt processes designed to reduce the quantity of food waste
across our operations and supply chain, including production and distribution.
Packaging Waste – We recognize the importance of minimizing the quantity of waste to landfill,
and we continuously work to improve our packaging by using less material and/or ensuring it is
recyclable, without compromising product integrity.
Water – We are committed to using water resources in an economically, socially and
environmentally sustainable way, and to implementing solutions to reduce water consumption
through re-using and recycling.
Providing high quality nutritious products is our main objective, while promoting
healthy living is at the heart of our values. We are convinced that our long-term success
depends on doing both.
Healthy Living – In order to ensure that our commitment is fully realized, we develop a
comprehensive approach to promoting healthy nutrition and physical activity to our consumers
and employees.
Nutrition – We produce a wide array of dairy products to satisfy the nutritional, lifestyle and
health needs of our consumers.We invest in R&D to develop innovative approaches to enhance
the nutritional value of our products.
Community involvement is important to us. In this regard, we strive to invest 1% of our pre-tax
profits each year in community programs and organizations promoting a healthy lifestyle for
people of all ages.
Donations and Sponsorships – With our community outreach mission, we invest in programs
to build awareness and educate people about healthy living and physical activity. We support
projects to improve the quality of facilities and equipment promoting healthy living and physical
activities.
Market Development – We support the communities where we operate through our business
operations and the direct economic impacts of our activities. We invest to make our processing
plants viable to ensure lasting economic impacts.
GOVERNANCE
The Saputo Promise is overseen by our executive management team and executed daily by
our employees. The Promise applies to all Saputo managed operations and articulates our
expectations of suppliers and other stakeholders in our supply chain. We therefore have
the governance structures in place to ensure we implement and monitor our commitments,
communicate in a transparent and responsible manner, leverage our leadership position and
support best practices for each of our 7 Pillars.
Management’s
Discussion and Analysis
—
Consolidated
Financial Statements
2017
TABLE OF CONTENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS
Caution regarding forward-looking statements
Selected financial information
Financial orientation
Elements to consider when reading management’s discussion and analysis for fiscal 2017
Measurement of results not in accordance with international financial reporting standards
Outlook
Consolidated results
Information by sector
Canada Sector
USA Sector
International Sector
Liquidity, financial and capital resources
Contractual obligations
Balance sheet
Guarantees
Related party transactions
Accounting standards
Critical accounting policies and use of accounting estimates
Future standards
New accounting standards adopted during the year
Risks and uncertainties
Disclosure controls and procedures
Internal controls over financial reporting
Sensitivity analysis of interest rate and us currency fluctuations
Quarterly financial information
Information by Sector
Canada Sector
USA Sector
International Sector
Summary of fourth quarter results ended March 31, 2017
Analysis of earnings for the year ended March 31, 2016 compared to March 31, 2015
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3
3
4
6
6
7
8
8
10
10
12
15
17
19
19
19
20
20
20
21
23
24
27
27
27
28
30
30
30
31
31
33
35
42
MANAGEMENT’S DISCUSSION AND ANALYSIS
The goal of the management report is to analyze the results of, and the financial position for, the year ended
March 31, 2017. It should be read while referring to the audited consolidated financial statements and accompanying
notes. The accounting policies of Saputo Inc. (Company or Saputo) for financial years ended March 31, 2017, 2016 and
2015 are in accordance with International Financial Reporting Standards (IFRS). All dollar amounts are in Canadian
dollars, unless otherwise indicated. This report takes into account material elements between March 31, 2017 and
June 1, 2017, the date on which this report was approved by Saputo’s Board of Directors. Additional information about the
Company, including the annual information form for the year ended March 31, 2017, can be obtained on SEDAR at
www.sedar.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of applicable securities laws. These statements are
based, among other things, on Saputo’s assumptions, expectations, estimates, objectives, plans and intentions as of the
date hereof regarding projected revenues and expenses, the economic, industry, competitive and regulatory environments
in which the Company operates or which could affect its activities, its ability to attract and retain customers and consumers,
as well as the availability and cost of milk and other raw materials and energy supplies, its operating costs and the pricing
of its finished products on the various markets in which it carries on business.
These forward-looking statements include, among others, statements with respect to the Company’s short and medium
term objectives, outlook, business projects and strategies to achieve those objectives, as well as statements with respect
to the Company’s beliefs, plans, objectives and expectations. The words “may”, “should”, “will”, “would”, “believe”, “plan”,
“expect”, “intend”, “anticipate”, “estimate”, “foresee”, “objective”, “continue”, “propose” or “target”, or the negative of these
terms or variations of them, the use of conditional or future tense or words and expressions of similar nature, are intended
to identify forward-looking statements.
By their nature, forward-looking statements are subject to a number of inherent risks and uncertainties. Actual results could
differ materially from the conclusion, forecast or projection stated in such forward-looking statements. As a result, the
Company cannot guarantee that any forward-looking statements will materialize. Assumptions, expectations and
estimates made in the preparation of forward-looking statements and risks that could cause actual results to differ
materially from current expectations are discussed in the Company’s materials filed with the Canadian securities regulatory
authorities from time to time, including the “Risks and Uncertainties” section of this Management’s Discussion and
Analysis.
Forward-looking statements are based on Management’s current estimates, expectations and assumptions, which
Management believes are reasonable as of the date hereof, and, accordingly, are subject to changes after such date. You
should not place undue importance on forward-looking statements and should not rely upon this information as of any
other date.
To the extent any forward-looking statement in this document constitutes financial outlook, within the meaning of applicable
securities laws, such information is intended to provide shareholders with information regarding the Company, including
its assessment of future financial plans, and may not be appropriate for other purposes. Financial outlook, as with forward-
looking information generally, is based on current estimates, expectations and assumptions and is subject to inherent risks
and uncertainties and other factors.
Except as required under applicable securities legislation, Saputo does not undertake to update or revise these forward-
looking statements, whether written or verbal, that may be made from time to time by itself or on its behalf, whether as
a result of new information, future events or otherwise.
ANNUAL REPORT 2017
- 3 -
SELECTED FINANCIAL INFORMATION
Years ended March 31
(in millions of CDN dollars)
STATEMENT OF EARNINGS
Revenues
Canada
USA
International
Operating costs excluding depreciation, amortization,
gain on disposal of a business, acquisition
and restructuring costs
Canada
USA
International
Adjusted EBITDA1
Canada
USA
International
2017
2016
2015
3,995.0
5,812.4
1,355.2
11,162.6
3,801.5
5,786.7
1,403.3
10,991.5
3,835.8
5,279.6
1,542.3
10,657.7
3,541.9
5,078.2
1,253.0
9,873.1
453.1
734.2
102.2
1,289.5
3,388.0
5,061.2
1,368.2
9,817.4
413.5
725.5
35.1
1,174.1
3,431.3
4,744.7
1,420.0
9,596.0
404.5
534.9
122.3
1,061.7
Adjusted EBITDA margin
11.6 %
10.7 %
10.0 %
Depreciation and amortization
Canada
USA
International
Gain on disposal of a business
Acquisition costs
Restructuring costs
Interest on long-term debt
Other financial charges
Earnings before incomes taxes
Income taxes
Net earnings
Net earnings margin
Attributable to:
Shareholders of Saputo Inc.
Non-controlling interest
58.0
123.4
25.9
207.3
–
–
–
36.9
5.0
1,040.3
309.2
731.1
6.5 %
727.8
3.3
731.1
55.1
120.0
23.5
198.6
–
3.0
31.2
48.3
22.1
870.9
269.5
601.4
5.5 %
601.1
0.3
601.4
59.5
92.7
18.7
170.9
(25.9 )
0.7
(7.2 )
54.0
19.3
849.9
237.0
612.9
5.8 %
607.6
5.3
612.9
1 Adjusted EBITDA is a non-IFRS measure. Refer to "Measurement of Results not in Accordance with International Financial Reporting Standards" on
page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 4 -
Years ended March 31
(in millions of CDN dollars, except per share amounts and ratios)
Net earnings
Gain on disposal of a business (net of income taxes of $0)
Acquisition costs (net of income taxes of $nil, $0.6 and $0.2
for 2017, 2016 and 2015, respectively)
Restructuring costs (net of income taxes of $nil, $8.1 and
$2.5 for 2017, 2016 and 2015, respectively)
Adjusted net earnings2
Adjusted net earnings margin
Attributable to:
Shareholders of Saputo Inc.
Non-controlling interest
PER SHARE DATA
Earnings per share
Diluted earnings per share
Adjusted earnings per share2
Adjusted diluted earnings per share2
Dividends declared per share
Book value
BALANCE SHEET DATA
Working capital
Total assets
Net debt3
Total non-current financial liabilities
Equity
FINANCIAL RATIOS
Net debt / Equity
Net debt-to-adjusted EBITDA1
Adjusted return on average equity4
STATEMENT OF CASH FLOWS DATA
Net cash generated from operations
Amount of additions to property, plant and equipment,
intangible assets, net of proceeds on disposal
2017
731.1
–
–
–
731.1
6.5 %
727.8
3.3
731.1
1.86
1.84
1.86
1.84
0.60
11.19
1,187.1
7,596.6
1,343.3
1,504.5
4,322.9
2016
601.4
–
2.4
23.1
626.9
5.7 %
626.6
0.3
626.9
1.53
1.51
1.60
1.58
0.54
10.37
819.0
7,172.3
1,467.1
1,208.3
4,069.8
2015
612.9
(25.9 )
0.5
(4.7 )
582.8
5.5 %
577.5
5.3
582.8
1.55
1.53
1.48
1.46
0.52
9.25
783.1
6,800.3
1,667.2
1,524.8
3,628.6
0.31
1.04
20.7 %
0.36
1.25
19.2 %
0.46
1.57
20.4 %
1,073.6
849.8
769.8
Business acquisitions
Dividends
2 Adjusted net earnings and adjusted earnings per share (basic and diluted) are non-IFRS measures. Refer to "Measurement of Results not in
Accordance with International Financial Reporting Standards" on page 7 of this Management’s Discussion and Analysis for the definition of these
terms.
316.7
–
228.3
226.3
214.9
210.0
184.8
65.0
197.7
3 Net debt consists of long-term debt and bank loans, net of cash and cash equivalents.
4 Adjusted return on average equity is defined as adjusted net earnings divided by average total equity not considering the effect of annual fluctuations
in foreign currency translation.
ANNUAL REPORT 2017
- 5 -
FINANCIAL ORIENTATION
Profitability enhancement and shareholder value creation remain the cornerstones of Saputo’s objectives. The Company
continues to operate in a competitive and challenging global economic environment. Saputo remains focused on organic
growth and growth through acquisitions, in an effort to develop new markets and expand existing ones in addition to
reinforcing a global presence in emerging markets. To achieve these objectives, the Company continues to maintain strict
discipline in cost management and operational efficiency in order to remain a prudent operator and financial manager.
Additionally, the Company remains proactive in evaluating possible acquisitions and potential growth markets. Saputo
benefits from a solid balance sheet and capital structure, supplemented by a high level of cash generated by operations
and low debt levels. Saputo’s financial flexibility allows growth through targeted acquisitions and enables the Company to
overcome possible economic challenges. In fiscal 2017, the Company continued to strategically invest in capital projects,
expand its activities in new and existing markets, increase its dividend and effectively manage cash by purchasing back
its own shares through its normal course issuer bid.
ELEMENTS TO CONSIDER WHEN READING MANAGEMENT’S DISCUSSION AND
ANALYSIS FOR FISCAL 2017
The following are highlights and key performance measures for fiscal 2017:
• Net earnings totalled $731.1 million, up 21.6%.
• Adjusted net earnings1 totalled $731.1 million, up 16.6%.
• Earnings before interest, income taxes, depreciation, amortization, acquisition and restructuring costs (adjusted
EBITDA1) totalled $1.290 billion, up 9.8%.
• Revenues reached $ 11.163 billion, up 1.6%.
• Net cash generated from operations totalled $1.074 billion, up 26.3%.
• In the Canada Sector, revenues increased due to higher selling prices related to the increase in the cost of milk as raw
material and a favourable product mix. Adjusted EBITDA increased due to better operational efficiencies through raw
material and ingredients optimization, as well as a favourable product mix.
• In the USA Sector, revenues increased due to higher sales volumes. The combined effect of the fluctuation of the
average block market2 per pound of cheese and the average butter market3 price per pound, as compared to the last
fiscal year, impacted revenues negatively by approximately $5 million. Adjusted EBITDA increased due to higher sales
volumes and a better alignment of selling prices with fluctuating commodity prices. Market factors4 negatively affected
adjusted EBITDA by approximately $4 million, as compared to last fiscal year.
• In the International Sector, higher selling prices in the domestic and export markets positively affected revenues and
adjusted EBITDA despite lower sales volumes in the export market. As a result of decreases in certain market selling
prices, inventory was written down by approximately $4 million, as compared to approximately $18 million for the last
fiscal year.
• The fluctuation of the Canadian dollar versus foreign currencies had a negative impact on revenues of approximately
$145 million, as compared to last fiscal year, mainly due to the weakening of the Argentine peso. This fluctuation
positively impacted adjusted EBITDA and earnings before income taxes by approximately $13 million, as compared to
last fiscal year.
____________________________
1 Adjusted net earnings and adjusted EBITDA represent non-IFRS measures. Refer to “Measurement of Results not in Accordance with International
Financial Reporting Standards” on page 7 of this Management’s Discussion and Analysis for the definition of these terms.
2 "Average block market" is the average daily price of a 40 pound block of cheddar traded on the Chicago Mercantile Exchange (CME), used as the
base price for cheese.
3 "Average butter market" is the average daily price for Grade AA Butter traded on the CME, used as the base price for butter.
4 Market factors refer to the USA Sector and include the average block market per pound of cheese and its effect on the absorption of fixed costs and
on the realization of inventories, the effect of the relationship between the average block market per pound of cheese and the cost of milk as raw
material, the market pricing impact related to sales of dairy ingredients, as well as the impact of the average butter market price related to dairy food
product sales.
ANNUAL REPORT 2017
- 6 -
MEASUREMENT OF RESULTS NOT IN ACCORDANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS
In certain instances, the Company makes references to terms in evaluating financial performance measures, such as
adjusted EBITDA, adjusted net earnings and adjusted earnings per share, that hold no standardized meaning under IFRS.
These non-IFRS measurements are therefore not likely to be comparable to similarly titled or described measures in use
by other publicly traded companies nor do they indicate that excluded items are non-recurring. The Company uses
earnings before interest, income taxes, depreciation, amortization, gain on disposal of a business, acquisition and
restructuring costs (adjusted EBITDA) as a performance measure as it is a common industry measure and reflects the
ongoing profitability of the Company’s consolidated business operations.
Adjusted net earnings is defined by the Company as net earnings prior to the inclusion of a gain on disposal of a business,
acquisition and restructuring costs, net of applicable income taxes, if any. Adjusted earnings per share is defined as
adjusted net earnings attributable to shareholders of Saputo Inc. per basic and diluted common share. The most
comparable IFRS financial measures to the ones used by the Company are earnings before income taxes, as well as net
earnings and earnings per share (basic and diluted).
Adjusted EBITDA, adjusted net earnings and adjusted earnings per share, as used by Management, provide precision
and comparability with regards to the Company’s ongoing operation. They also provide readers with a representation of
the activities considered of relevance to the Company’s financial performance through the inclusion of additional financial
information that can be used to identify trends or additional disclosures that provide information into the manner in which
the Company operates. Non-IFRS measures also provide comparability to the Company’s prior year results.
The definitions provided above are used in the context of the results and activities for the year ended March 31, 2017.
They are subject to change based on future transactions and as deemed necessary by Management in order to provide
a better understanding and comparability of future results and activities of the Company.
A reconciliation of earnings before income taxes, net earnings and earnings per share to adjusted EBITDA, adjusted net
earnings and adjusted earnings per share for the fiscal years in which Management has presented these adjusted
measures is provided below.
(in millions of CDN dollars)
Earnings before income taxes
Other financial charges
Interest on long-term debt
Gain on disposal of a business
Acquisition costs
Restructuring costs
Depreciation and Amortization
Adjusted EBITDA
(in millions of CDN dollars, except per share amounts)
2017
1,040.3
5.0
36.9
-
-
-
207.3
1,289.5
2016
870.9
22.1
48.3
-
3.0
31.2
198.6
1,174.1
2015
849.9
19.3
54.0
(25.9)
0.7
(7.2)
170.9
1,061.7
Net earnings1
Gain on disposal of a
business2
Acquisition costs2
Restructuring costs2
Adjusted net earnings1
1 Attributable to shareholders of Saputo Inc.
2 Net of income taxes
Total
727.8
-
-
-
727.8
2017
Per Share
Basic Diluted
1.84
-
1.86
-
-
-
-
-
1.86
1.84
Total
601.1
-
2.4
23.1
626.6
2016
Per Share
2015
Per Share
Basic
1.53
Diluted
1.51
Total
607.6
Basic
1.55
Diluted
1.53
-
0.01
0.06
1.60
-
0.01
0.06
1.58
(25.9)
0.5
(4.7)
577.5
(0.06)
-
(0.01)
1.48
(0.06)
-
(0.01)
1.46
ANNUAL REPORT 2017
- 7 -
OUTLOOK
Throughout fiscal 2017, the Company continued to strategically invest in capital projects, expand its activities in new and
existing markets, increase its dividend and effectively manage cash by purchasing back its own shares through its normal
course issuer bid. In fiscal 2018, the Company intends to benefit from its global complementary platforms to face
challenges in the dairy market environment. The Company benefits from a solid balance sheet and capital structure,
supplemented by a high level of cash generated by operations and low debt levels. This financial flexibility allows the
Company to grow through targeted acquisitions and organically through strategic capital investments. Profitability
enhancement and shareholder value creation remain the cornerstones of the Company’s objectives. The Company has a
long-standing commitment to manufacture quality products and will remain focused on operational efficiencies.
We intend to continue expanding and modernizing our plants, with investments in equipment and processes designed to
increase efficiency. The Company tends to spend amounts of capital expenditures to a level which is equivalent to its
depreciation and amortization expense, without considering capital expenditure amounts for strategic projects, such as
plant capacity increases, capital expenditures necessary to build new infrastructure or in light of rationalization programs,
or the Company’s ERP (Enterprise Resource Planning) initiative. In fiscal 2018, the Company intends to spend $357.4
million in capital expenditures. Included in this amount, $142.0 million will be directed to strategic projects in all divisions,
in addition to an amount being allocated for the continued implementation of our ERP initiative. (Refer to the section
entitled ‘‘Capital Expenditures’’ in the Annual Information Form of the Company dated June 1, 2017 for more information
on the Company’s three-year capital expenditure plan)
The Company will pursue planning and designing activities for the migration to a new ERP system. Overall, the
implementation of our ERP system is progressing as planned. The new ERP system has been successfully implemented
in Argentina. In fiscal 2018, the Company plans to implement the ERP system in Australia and then proceed with the
implementation in the Dairy Foods Division (USA). In the Cheese Division (USA), as per the other divisions, we will allocate
resources in fiscal 2018 relating to the ERP initiative, as the implementation is scheduled for fiscal 2019. Implementation
in the Dairy Division (Canada) will be the last implementation of the ERP initiative, scheduled for fiscal 2020.
CONSOLIDATED RESULTS
Consolidated selected factors positively (negatively) affecting adjusted EBITDA and earnings before income
taxes
(in millions of CDN dollars)
Fiscal years
Market factors1, 2
Inventory write-down
Foreign currency exchange1, 3
1 As compared to the previous fiscal year.
2 Market factors refer to the USA Sector and include the average block market per pound of cheese and its effect on the absorption of fixed costs and
on the realization of inventories, the effect of the relationship between the average block market per pound of cheese and the cost of milk as raw
material, the market pricing impact related to sales of dairy ingredients, as well as the impact of the average butter market price related to dairy food
product sales.
2017
(4)
(4)
13
2016
(29)
(18)
86
3 Foreign currency exchange includes effect on adjusted EBITDA of conversion of US dollars, Australian dollars and Argentine pesos to Canadian dollars.
Consolidated revenues totalled $11.163 billion, an increase of $171.1 million or 1.6%, compared to $10.992 billion in
fiscal 2016. The increase is mainly due to higher sales volumes and a favourable product mix, as well as higher selling
prices related to the increase of the cost of milk as raw material in the Canada Sector and the International Sector.
Revenues increased due to higher international selling prices of cheese and dairy ingredients, as compared to last fiscal
year and the inclusion of revenues from the companies forming Woolwich Dairy (Woolwich Acquisition) for the full fiscal
year. The fluctuation of the average block market per pound of cheese, combined with the fluctuation of the average butter
market price, decreased revenues by approximately $5 million. Finally, the fluctuation of the Canadian dollar versus foreign
currencies decreased revenues by approximately $145 million, mainly due to the weakening of the Argentine peso.
____________________________
1 Adjusted EBITDA represents a non-IFRS measure. Refer to “Measurement of Results not in Accordance with International Financial Reporting
Standards” on page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 8 -
Consolidated earnings before interest, income taxes, depreciation, amortization, acquisition and restructuring
costs (adjusted EBITDA1) amounted to $1.290 billion in fiscal 2017, an increase of $115.4 million or 9.8% compared to
$1.174 billion for fiscal 2016. The increase is due to higher sales volumes, a favourable product mix, lower warehousing
and logistical costs, as well as lower ingredients costs. Additionally, higher international selling prices of cheese and dairy
ingredients positively impacted adjusted EBITDA. This increase was partially offset by higher administrative expenses,
mainly due to the ERP initiative, as well as sales and marketing expenses. Market factors in the US negatively affected
adjusted EBITDA by approximately $4 million. As a result of the decrease in certain market selling prices, inventory was
written down by approximately $4 million, as compared to approximately $18 million for the last fiscal year. Finally, the
fluctuation of the Canadian dollar versus foreign currencies had a positive impact on adjusted EBITDA of approximately
$13 million, as compared to last fiscal year.
The consolidated adjusted EBITDA margin increased to 11.6% in fiscal 2017, as compared to 10.7% in fiscal 2016,
resulting mainly from a higher adjusted EBITDA in the USA Sector as compared to the prior fiscal year.
Depreciation and amortization totalled $207.3 million in fiscal 2017, an increase of $8.7 million, compared to
$198.6 million in fiscal 2016. This increase is mainly attributed to the fluctuation of the Canadian dollar versus foreign
currencies, as well as additions to property, plant and equipment, increasing the depreciable base.
In fiscal 2016, the Company incurred acquisition costs relating to business acquisitions totalling $3.0 million
($2.4 million after tax), as well as restructuring costs in relation to plant closures announced in March 2016 in Canada
totalling $31.2 million ($23.1 million after tax). As part of the restructuring costs for fiscal 2016, the Company incurred
$5.5 million in severance costs and $25.7 million in impairment charges to property, plant and equipment. In fiscal 2017,
no acquisition or restructuring costs were incurred by the Company.
Net interest expense amounted to $41.9 million in fiscal 2017, compared to $70.4 million in fiscal 2016. This decrease
is mainly attributed to a lower level of long-term debt, lower interest rates and lower bank loans denominated in
Argentine peso which bear high interest rates.
Income taxes totalled $309.2 million in fiscal 2017, compared to $269.5 million in fiscal 2016, for an effective tax rate
of 29.7% in fiscal 2017, as compared to 30.9% for the previous fiscal year. The decrease of the fiscal 2017 effective
tax rate is mainly due to the recognition of previously unrecognized deferred tax assets. The income tax rate varies and
could increase or decrease based on the amount of taxable income derived and from which source, any amendments
to tax laws and income tax rates and changes in assumptions and estimates used for tax assets and liabilities by the
Company and its affiliates.
Net earnings for fiscal 2017 totalled $731.1 million, an increase of $129.7 million or 21.6%, as compared to
$601.4 million in fiscal 2016. This increase is due to the factors mentioned above.
Adjusted net earnings1 for fiscal 2017 totalled $731.1 million, an increase of $104.2 million or 16.6%, as compared to
$626.9 million in fiscal 2016. This increase is due to the factors mentioned above, without considering acquisition and
restructuring costs.
____________________________
1 Adjusted net earnings represents a non-IFRS measure. Refer to “Measurement of Results not in Accordance with International Financial Reporting
Standards” on page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 9 -
INFORMATION BY SECTOR
CANADA SECTOR
(in millions of CDN dollars)
Fiscal years
Revenues
Adjusted EBITDA1
1 Adjusted EBITDA is a non-IFRS measure. Refer to the section “Measurement of Results not in Accordance with International Financial Reporting
2017
3,995.0
453.1
2016
3,801.5
413.5
Standards” included on page 7 of this report for the definition of this term.
The Canada Sector consists of the Dairy Division (Canada).
Revenues
Revenues from the Canada Sector totalled $3.995 billion, an increase of $193.5 million or 5.1% compared to $3.802 billion
in fiscal 2016. The increase in revenues was mainly due to higher selling prices related to the increase in the cost of milk
as raw material and a favourable product mix. Sales volumes remained stable as compared to last fiscal year. Cheese
volumes increased while juices decreased as we exited that product category. Traditional milk, cream and value-added
milk volumes remained stable. The Woolwich Acquisition contributed positively to revenues for fiscal 2017.
The Sector manufactures approximately 33% of all Canadian natural cheese. Saputo’s market share of total fluid milk and
cream in Canada is approximately 37%. Saputo is the largest cheese manufacturer and the leading fluid milk and cream
processor.
The retail segment of the Dairy Division (Canada) continued to be the leading segment with approximately 63% of
revenues, slightly lower compared to last fiscal year. In fiscal 2017, cheese, butter and cream per capita consumption
increased, while the fluid milk decreased, as compared to the previous fiscal year. The Division continued to support its
leading national brands, Dairyland, Saputo, Armstrong and Milk2Go, through various marketing activities. Neilson
continues to be the #1 brand in the refrigerated dairy case on a national basis and was supported by marketing initiatives
such as sponsorships and sampling events in fiscal 2017. Additionally, the retail segment continued to focus on increasing
the exposure of fine cheese brands across Canada, namely Alexis de Portneuf and DuVillage 1860, through expanded
distribution and marketing support. We also continued to build consumer preference for our products and notably re-
launched the Saputo cheese brand during the fiscal year.
The foodservice segment represented approximately 35% of revenues in the Dairy Division (Canada), slightly higher as
compared to last fiscal year. The Company’s focus is to support customers such as distributors, restaurant chains and
pizzerias by providing quality products that perform to their expectations. Saputo strives to be the supplier of choice by
offering high quality service and support. The Company invests in the foodservice industry through partnerships with
various culinary colleges and the Canadian Culinary Federation amongst others, thereby investing in future generations
that will contribute to a strong and healthy industry.
The industrial segment represented approximately 2% of revenues in the Dairy Division (Canada), slightly higher as
compared to last fiscal year.
Adjusted EBITDA
Adjusted EBITDA for the Canada Sector totalled $453.1 million for the year ended March 31, 2017 as compared to
$413.5 million in fiscal 2016, representing an increase of $39.6 million or 9.6%. The adjusted EBITDA margin increased
to 11.3% from 10.9% in fiscal 2017.
Adjusted EBITDA increased in the Dairy Division (Canada) compared to the previous fiscal year. The Sector benefitted
from better operational efficiencies through raw material and ingredients optimization, a favourable product mix and lower
warehousing and logistical costs. Additionally, an increase in international dairy ingredient market prices positively
impacted adjusted EBITDA. This increase was partially offset by higher administrative expenses mainly due to the ERP
initiative, as well as higher sales and marketing expenses. The cost related to the June 2016 recall of Neilson branded
chocolate milk products was approximately $1 million. The fluctuation of the Canadian dollar versus foreign currencies
had a positive impact on adjusted EBITDA of approximately $5 million mainly due to intercompany receivables
denominated in foreign currencies.
ANNUAL REPORT 2017
- 10 -
Outlook
We will continue to focus on reviewing our overall activities to improve operational efficiency, in order to mitigate
downward margin pressures, low growth and competitive market conditions. As such, we completed the closure of our
Sydney (Nova Scotia) plant in June 2016 and the Princeville (Quebec) plant in August 2016, and will close the Ottawa
(Ontario) plant in December 2017, as previously announced. Since April 1, 2017, all merchandising duties in the Atlantic
region have been transferred to retailers allowing the Company to continue to achieve its objective of adding
consistency in its operations. We will continue to support our leading brands in an effort to pursue growth and strengthen
our market presence. We intend to leverage the success of last year’s rebranding effort of the Saputo brand, by
reaffirming our engagement to consumers from coast-to-coast as their preferred and trusted cheese brand through
various promotions, advertising and innovative packaging.
During fiscal 2018, the Dairy Division (Canada) will undertake capital projects aimed at increasing efficiencies and capacity
to maintain its leadership position.
ANNUAL REPORT 2017
- 11 -
USA SECTOR
(in millions of CDN dollars)
Fiscal years
Revenues
Adjusted EBITDA1
1 Adjusted EBITDA is a non-IFRS measure. Refer to the section “Measurement of Results not in Accordance with International Financial Reporting
2016
5,786.7
725.5
5,812.4
734.2
2017
Standards” included on page 7 of this report for the definition of this term.
Selected factors positively (negatively) affecting adjusted EBITDA and earnings before income taxes
(in millions of CDN dollars)
Fiscal years
Market factors1, 2
US currency exchange1
1 As compared to the previous fiscal year.
2 Market factors refer to the USA Sector and include the average block market per pound of cheese and its effect on the absorption of fixed costs and
on the realization of inventories, the effect of the relationship between the average block market per pound of cheese and the cost of milk as raw
material, the market pricing impact related to sales of dairy ingredients as well as the impact of the average butter market price related to dairy food
product sales.
2017
(4)
1
2016
(29)
82
Other pertinent information
(in US dollars, except for average exchange rate)
Fiscal years
Average block market per pound of cheese
Closing block price per pound of cheese1
Average butter market price per pound
Closing butter market price per pound2
Average whey market price per pound3
Spread4
US average exchange rate to Canadian dollar5
1 Closing block price is the price of a 40 pound block of cheddar traded on the Chicago Mercantile Exchange (CME) on the last business day of the
2016
1.596
1.460
2.184
1.955
0.303
0.119
1.311
2017
1.605
1.520
2.112
2.108
0.350
0.092
1.312
fiscal year.
2 Closing butter market price is the price of Grade AA Butter traded on the CME, on the last business day of each fiscal year.
3 Average whey powder market price is based on Dairy Market News published information.
4 Spread is the average block market per pound of cheese less the result of the average cost per hundredweight of Class III and/or Class 4b milk price
divided by 10.
5 Based on Bank of Canada published information.
The USA Sector consists of the Cheese Division (USA) and the Dairy Foods Division (USA).
For fiscal 2017, the block market per pound of cheese opened at US$1.46 and increased to US$ 1.52 by the end of the fiscal year,
as compared to opening at US$1.58 and closing at US$1.46 for fiscal 2016. For fiscal 2017, the average block market per pound
of cheese was US$ 1.61 compared to US$1.60 for fiscal 2016.
For fiscal 2017, the butter market price per pound opened at US$1.96 and increased to US$ 2.11 by the end of the fiscal year, as
compared to opening at US$1.79 and closing at US$1.96 for fiscal 2016. For fiscal 2017, the average butter market price per
pound was US$ 2.11 compared to US$2.18 for fiscal 2016.
ANNUAL REPORT 2017
- 12 -
Revenues
Revenues for the USA Sector totalled $5.812 billion in fiscal 2017, an increase of $25.7 million or 0.4% in comparison
to $5.787 billion in fiscal 2016. Higher sales volumes in both divisions, as well as the inclusion of the Woolwich Acquisition
for the full fiscal year, positively contributed to the increase. The combined effect of the fluctuation of the average block
market per pound of cheese and the average butter market price as compared to last fiscal year decreased revenues
by approximately $5 million. The fluctuation of the Canadian dollar versus the US dollar increased revenues by
approximately $2 million.
The retail segment contributed approximately 46% of total USA Sector revenues, as compared to 45% in fiscal 2016.
Two of its retail brands maintained their #1 market share positions. Frigo Cheese Heads continued to lead the string
cheese brand category in the US market and Treasure Cave continued to lead the crumbled blue cheese category. The
Cheese Division (USA) continued to support these leading retail brands through promotional activities and trade
incentives in fiscal 2017. The Cheese Division (USA) responded to market trends and consumer needs with several
new product introductions in fiscal 2017 through smaller packages and flavor combinations. The Dairy Foods Division
(USA) benefitted from positive trends in the private label category through the introduction of new products and
continued to surpass market growth in such categories as ESL creams/creamers, value-added milk and cultured
products. Retail marketing programs supported our major brands in the retail cheese category.
The foodservice segment contributed approximately 49% of total revenues, the same share as in fiscal 2016. In fiscal
2017, the Cheese Division (USA) continued to focus on driving this segment through national pizza chains and through
key national and independent restaurant chains. In addition to focusing on growing its share of the cheese market, the
Division also sought to increase specialty cheese sales. The foodservice sales and marketing team executed various
operator, distributor and broker initiative programs targeted at driving incremental sales. The selling approach of the
Dairy Foods Division (USA) affords us an advantage in dealing with restaurant chains. As we continue to work with these
customers on new menu offerings, we remain the leading dairy provider to large national broadline distributors, as well
as regional foodservice distributors, supplying private label brands of half-half creamers, whipping cream, cottage
cheese and sour cream.
The industrial segment includes cheese sales and accounted for approximately 5% of revenues, down from 6% in fiscal
2016.
Adjusted EBITDA
Adjusted EBITDA totalled $734.2 million for fiscal 2017, an increase of $8.7 million or 1.2% in comparison to
$725.5 million in fiscal 2016. Contributing to the adjusted EBITDA increase were higher sales volumes, a favourable
product mix, lower ingredients costs, as well as higher international selling prices of dairy ingredients. Additionally, pricing
initiatives positively affected adjusted EBITDA through a better alignment of selling prices with fluctuating commodity
prices. Partially offsetting the adjusted EBITDA increase were unfavourable market factors, less operational efficiencies,
as well as higher administrative expenses mainly due to the ERP initiative. Sales and marketing expenses also increased
to support higher sales volumes.
The block market per pound of cheese increased over the course of the first three quarters of fiscal 2017, then decreased
in the last quarter of the fiscal year. The relationship between the average block market per pound of cheese and the
cost of milk as raw material was unfavourable in comparison to fiscal 2016. The average block market per pound of
cheese for fiscal 2017 was US$1.61 as compared to US$1.60 for the previous fiscal year. During fiscal 2017, the block
price opened at US$1.46 and closed at US$1.52, an increase of US$0.06, compared to opening at US$1.58 and closing
at US$1.46, a decrease of US$0.12, for the previous fiscal year. However, this net difference of the block price for fiscal
2017 had a favourable impact on the realization of inventories. The fluctuation of the average block market was negligible
on the absorption of fixed costs while the market pricing impact related to sales of dairy ingredients was favourable.
While there was additional profitability associated with lower commodity prices in the Dairy Foods Division (USA), these
market factors decreased adjusted EBITDA by approximately $4 million. The fluctuation of the Canadian dollar versus
the US dollar had a positive impact on the USA Sector’s adjusted EBITDA of approximately $1 million.
ANNUAL REPORT 2017
- 13 -
Outlook
The dairy ingredient market prices are expected to remain relatively stable for the remainder of calendar year 2017.
In the Cheese Division (USA), we will focus on increasing operational efficiencies and controlling costs in order to
mitigate the negative impact on adjusted EBITDA of the dairy commodity markets. In fiscal 2018, the Cheese Division
(USA) will complete the strategic capital project regarding the enhancement of its blue cheese production capacity.
While we expect additional expenses relating to the start-up of this new facility, this capital expenditure project will allow
the Division to strengthen its position within the blue cheese category.
The Company benefits from the implementation of its business management model within the Dairy Foods Division
(USA), including various measures aimed at being a low-cost producer. The Dairy Foods Division (USA) continues to
focus on optimization and maximizing investment in its existing network in order to benefit from new capabilities in
production, enable future growth, meet customer demand and bring new products to market. The Sector will keep
investing to support production capabilities, aimed at increasing production capacity and strengthening its competitive
cost position. In fiscal 2018, the Dairy Foods Division (USA) will focus on targeted capital expenditures aimed at
increasing production capacity.
The implementation of our ERP system in the Dairy Foods Division (USA) will occur over multiple phases during the
second half of fiscal 2018. The Division is currently focused on developing a road map in connection with the
deployment. In the Cheese Division (USA), as per the other divisions, we will allocate resources in fiscal 2018 relating
to the ERP initiative, as the implementation is scheduled for fiscal 2019.
ANNUAL REPORT 2017
- 14 -
INTERNATIONAL SECTOR
(in millions of CDN dollars)
Fiscal years
Revenues
Adjusted EBITDA1
1 Adjusted EBITDA is a non-IFRS measure. Refer to the section “Measurement of Results not in Accordance with International Financial Reporting
2017
1,355.2
102.2
2016
1,403.3
35.1
Standards” included on page 7 of this report for the definition of this term.
Selected factors positively (negatively) affecting adjusted EBITDA and earnings before income taxes
(in millions of CDN dollars)
Fiscal years
Inventory write-down
Foreign currency exchange1
1 As compared to the previous fiscal year.
2017
(4)
7
2016
(18)
4
The International Sector consists of the Dairy Division (Argentina), the Dairy Division (Australia) and the Dairy
Ingredients Division. The Dairy Ingredients Division includes national and export ingredients sales from the North
American divisions, as well as cheese exports from these same divisions.
Revenues
Revenues for the International Sector totalled $1.355 billion for the fiscal year ended March 31, 2017, a decrease of
$48.1 million or 3.4% compared to $1.403 billion in fiscal 2016. In the Dairy Division (Argentina), higher selling prices
in the domestic market and the weakening of the Argentine peso versus the US dollar in the export market increased
revenues, as compared to last fiscal year. This increase was partially offset by lower sales volumes in both the domestic
and export markets due to a decrease in milk availability as raw material caused by severe floods during the year.
Revenues of the Dairy Division (Australia) increased due to higher sales volumes in the domestic market. This increase
was partially offset by lower international cheese and dairy ingredient market prices, lower selling prices in the domestic
market, as well as lower sales volumes in the export market. Revenues of the Dairy Ingredients Division decreased as
compared to last fiscal year due to lower sales volumes and an unfavourable product mix, as well as lower selling
prices in the international markets. The fluctuation of the Canadian dollar versus the foreign currencies used in the
International Sector had a negative impact on revenues of approximately $147 million, as compared to last fiscal year,
mainly due to the weakening of the Argentine peso.
Adjusted EBITDA
Adjusted EBITDA for the International Sector amounted to $102.2 million, an increase of $67.1 million or 191.2%
compared to $35.1 million for fiscal 2016. In the Dairy Division (Argentina), higher selling prices in the domestic and
export markets positively impacted adjusted EBITDA. In the export market, the weakening of the Argentine peso versus
the US dollar positively impacted adjusted EBITDA, as compared to last fiscal year. This increase was partially offset
by lower sales volumes in both the domestic and export markets due to a decrease in milk availability as raw material
caused by severe floods during the year, as well as higher administrative expenses mainly due to the ERP initiative. In
the Dairy Division (Australia), higher sales volumes in the domestic market, a better alignment of the milk cost as raw
material with current market conditions, as well as lower warehousing and logistical costs positively impacted adjusted
EBITDA. This increase was partially offset by low international cheese and dairy ingredient market prices, as well as
lower sales volumes in the export market. Adjusted EBITDA of the Dairy Ingredients Division slightly decreased due to
lower sales volumes. As a result of the decrease in certain market selling prices, inventory was written down by
approximately $4 million, as compared to approximately $18 million for last fiscal year. The fluctuation of the Canadian
dollar versus the foreign currencies used in the International Sector had a positive impact on adjusted EBITDA of
approximately $7 million. The significant increase in the year-over-year adjusted EBITDA is the result of the non-
existence in fiscal 2017 of the disparity between the cost of milk as raw material and the market selling prices in both
the domestic and export markets that negatively affected the adjusted EBITDA of the previous fiscal year.
ANNUAL REPORT 2017
- 15 -
Outlook
In the second quarter of fiscal 2018, we expect to complete our expansion project in the Dairy Division (Australia) and
the Division will benefit from increased capacities.
The International Sector will continue to pursue sales volumes growth in existing markets, as well as develop additional
international markets. Also, the Sector will pursue growth of cheese export sales volumes from the Cheese Division
(USA) to the extent US milk pricing is competitive with world prices. The Sector will continue to evaluate overall activities
to improve efficiencies and will aim to maximize its operational flexibility to mitigate fluctuations in market conditions.
International cheese and dairy ingredient markets have recovered since last quarter. Despite typical fluctuations
inherent to international markets, we do not expect significant decreases in international cheese prices in the calendar
year 2017. As for the dairy ingredient market, we expect the prices to remain relatively stable for the same period. As
such, we will continue to focus on controlling costs and increasing efficiencies in order to mitigate their impact on
adjusted EBITDA.
The ERP system was successfully implemented in fiscal 2017 in the Dairy Division (Argentina). The planning phase of
the ERP implementation in the Dairy Division (Australia), scheduled for the second quarter of fiscal 2018, is progressing
as planned.
ANNUAL REPORT 2017
- 16 -
LIQUIDITY, FINANCIAL AND CAPITAL RESOURCES
The intent of this section is to provide insight into the cash and capital management strategies and how they drive
operational objectives, as well as to provide details on how the Company manages its liquidity risk to meet its financial
obligations as they come due.
The majority of the Company’s liquidity needs are funded from cash generated by operations. Principally, these funds are
used for capital spending, dividends, business acquisitions, debt repayments and share repurchase. The Company also
has bank credit facilities available for general corporate purposes.
The Company’s cash flows are summarized in the following table:
(in millions of CDN dollars)
Fiscal years
Cash generated from operating activities
Net cash generated from operating activities
Cash used for investing activities
Cash used for financing activities
Increase in cash and cash equivalents
2017
1,325.7
1,073.6
(317.8)
(679.8)
76.0
2016
1,149.8
849.8
(444.1)
(338.6)
67.1
Cash generated from operating activities amounted to $1.326 billion for fiscal 2017, an increase of $175.9 million
compared to $1.150 billion in fiscal 2016, mainly due to an increase in adjusted EBITDA1.
Net cash generated by operating activities amounted to $1.074 billion for fiscal 2017, compared to $849.8 million in
fiscal 2016. This additional liquidity of $223.8 million is due to cash flows generated from an increase in adjusted EBITDA1
of $115.4 million. Changes in non-cash operating working capital items generated $2.4 million of cash compared to
$45.8 million used in fiscal 2016, mainly driven by the fluctuation of market prices in the USA Sector that increased
receivables. The remaining change is mainly attributable to lower interest and lower income taxes paid during the fiscal
year.
For investing activities, the Company used $317.8 million in fiscal 2017; of which $84.7 million was disbursed for
intangibles related to the ERP initiative. Also, $236.7 million was disbursed for additions to property, plant and equipment,
mainly related to specific and strategic projects. Of these additions, 45% went into the replacement of property, plant and
equipment and 55% to both implement new technologies and to expand and increase certain manufacturing capacities.
Financing activities consisted mainly of an increase in long-term debt of $600.0 million resulting from the issuance of
medium term notes. The additional funds were used to repay an unsecured bank term loan of $212.5 million, as well as
repay unsecured senior notes of $220.0 million. In addition, the Company disbursed $87.0 million for the acquisition of the
remaining interest in a subsidiary, repurchased $404.1 million in share capital as part of its normal course issuer bids,
paid $228.3 million in dividends and decreased bank loans. The Company issued shares for a cash consideration of
$57.6 million as part of the stock option plan.
Liquidity
Cash and cash equivalents, cash flows generated from operations, and the availability to draw against existing bank credit
facilities are expected to enable the Company to meet its liquidity requirements over at least the next twelve months. The
Company does not foresee any difficulty in securing financing beyond what is currently available through existing
arrangements to fund possible acquisitions.
(in millions of CDN dollars, except ratio)
Fiscal years
Current assets
Current liabilities
Working capital
Working capital ratio
2017
2,380.5
1,193.4
1,187.1
1.99
2016
2,175.8
1,356.8
819.0
1.60
The working capital ratio is an indication of the Company’s ability to cover short-term liabilities with short-term assets,
without having excess dormant assets. The increase in the working capital ratio is mainly attributed to no current portion
of long-term debt.
____________________________
1 Adjusted EBITDA represents a non-IFRS measure. Refer to “Measurement of Results not in Accordance with International Financial Reporting
Standards” on page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 17 -
Capital management
The Company’s capital strategy requires a well-balanced financing structure in order to maintain the flexibility required to
implement growth initiatives, while allowing it to pursue disciplined capital investments and maximize shareholder value.
The Company targets a long-term leverage of approximately 2.0 times net debt1 to adjusted EBITDA2. From time to time,
the Company may deviate from its long-term leverage target to pursue acquisitions and other strategic opportunities.
Should such a scenario arise, the Company expects to deleverage over a reasonable period of time in order to seek to
maintain its investment grade ratings.
(in millions of CDN dollars, except ratio and number of shares and options)
Fiscal years
Cash and cash equivalents
Bank loans
Net debt1
Adjusted EBITDA2
Net debt-to-Adjusted EBITDA2
Number of common shares
Number of stock options
1 Net debt consists of long-term debt and bank loans, net of cash and cash equivalents.
2 Adjusted EBITDA represents a non-IFRS measure. Refer to "Measurement of Results not in Accordance with International Financial Reporting
2016
164.3
178.2
1,467.1
1,174.1
1.25
386,234,311 392,520,687
17,850,014
16,903,824
2017
250.5
93.8
1,343.3
1,289.5
1.04
Standards" on page 7 of this Management’s Discussion and Analysis for the definition of this term..
The Company had $250.5 million of cash and cash equivalents and available bank credit facilities of approximately
$1.028 billion, $93.8 million of which were drawn. See Note 9 to the consolidated financial statements for details of the
Company’s bank loans.
During fiscal 2017, the Company issued $600 million medium term notes under its medium term note program (the MTN
Program). On December 6, 2016, the Company renewed its MTN Program and filed a short form base shelf prospectus
qualifying an offering of MTNs for distribution to the public over a 25-month period, expiring in January 2019.
Share capital authorized by the Company is comprised of an unlimited number of common and preferred shares. The
common shares are voting and participating. The preferred shares can be issued in one or more series, and the terms
and privileges of each class must be determined at the time of their issuance. No preferred shares were outstanding. As
at May 23, 2017, 386,056,222 common shares and 21,393,841 stock options were outstanding.
Normal course issuer bids
Under the normal course issuer bid (Bid) covering the period between November 17, 2015 and November 16, 2016, the
Company repurchased 5,159,100 common shares at prices ranging from $35.26 to $45.90 per share, for an aggregate
consideration of approximately $200.2 million.
In November 2016, the Company renewed its normal course issuer bid (New Bid) to purchase up to 6,000,000 common
shares, which represented approximately 1.5% of its issued and outstanding common shares, over a 12-month period
beginning on November 17, 2016 and ending on November 16, 2017. In February 2017, the Company amended the New
Bid in order to increase the maximum number of common shares that may be repurchased to 12,000,000 common shares,
which represented approximately 3% of its issued and outstanding common shares.
Under the New Bid, between November 17, 2016 and March 31, 2017, the Company purchased 5,925,980 common
shares at prices ranging from $43.69 to $48.71 per share, for an aggregate consideration of approximately $272.1 million.
During the year ended March 31, 2017, the Company purchased 9,185,080 common shares at prices ranging from $35.74
to $48.71 per share, under the Bids for an aggregate consideration of approximately $404.1 million (2,700,000 common
shares at prices ranging from $29.56 to $36.62 per share for the year ended March 31, 2016 for an aggregate
consideration of approximately $91.8 million).
ANNUAL REPORT 2017
- 18 -
CONTRACTUAL OBLIGATIONS
The Company manages and continually monitors its commitments and contractual obligations to ensure that these can
be met with funding provided by operations and capital structure optimization.
The Company’s contractual obligations consist of commitments to repay certain long-term debts in addition to leases of
premises, equipment and rolling stock as well as purchase obligations for capital expenditures to which the Company is
committed. Note 10 to the consolidated financial statements describes the Company’s commitment to repay long-term
debt, and Note 18 to the consolidated financial statements describes its lease commitments.
(in millions of CDN dollars)
Less than 1 year
1-2 years
2-3 years
3-4 years
4-5 years
More than 5 years
Long-term debt
-
-
900.0
-
300.0
300.0
1,500.0
Leases Purchase obligations
88.9
-
-
-
-
-
88.9
30.6
25.3
21.0
16.9
13.3
37.2
144.3
Total
119.5
25.3
921.0
16.9
313.3
337.2
1,733.2
Long-term debt
As described in Note 10 to the consolidated financial statements, the Company’s long-term debt is comprised of unsecured
bank term loan facilities of $600.0 million (US$452.9 million), maturing in December 2019, which bear interest at lenders’
prime rates plus a maximum of 1.00%, or bankers’ acceptance rates plus 0.85%, up to a maximum of 2.00%, depending
on the Company credit ratings. The term loan obtained in December 2012 was amended in October 2015 to eliminate the
obligations of the Company to make quarterly repayments of principal prior to maturity.
Long-term debt is also comprised of unsecured senior notes of $300.0 million Series 1 medium term notes with an annual
interest rate of 2.65% and maturing in November 2019, $300.0 million Series 2 medium term notes with an annual interest
rate of 2.20% and maturing in June 2021, as well as $300.0 million Series 3 medium term notes with an annual interest
rate of 2.83% and maturing in November 2023.
Minimum payments on operating leases
The Company has long-term operating leases for premises, equipment and rolling stock.
BALANCE SHEET
The main balance sheet items as at March 31, 2017 varied mainly due to the weakening of the Canadian dollar versus
the US dollar in comparison to March 31, 2016.
The conversion rate of the US operations’ balance sheet items in US currency was CDN$1.3318 per US dollar as at
March 31, 2017, compared to CDN$1.2987 per US dollar as at March 31, 2016. The conversion rate of the Argentinian
operations’ balance sheet items in Argentinian currency was CDN$0.0866 per Argentine peso as at March 31, 2017,
compared to CDN$0.0889 per Argentine peso as at March 31, 2016. The conversion rate of the Australian operations’
balance sheet items in Australian currency was CDN$1.0157 per Australian dollar as at March 31, 2017, compared to
CDN$0.9957 per Australian dollar as at March 31, 2016. The weakening of the Canadian dollar versus the US and
Australian dollars resulted in higher values recorded for the balance sheet items of the foreign operations and was partially
offset by the strengthening of the Canadian dollar versus the Argentine peso.
The net cash (cash and cash equivalents less bank loans) position increased from negative $13.9 million as at
March 31, 2016, to positive $156.7 million as at March 31, 2017, mainly resulting from the increase of cash and cash
equivalents. The change in foreign currency translation adjustment recorded in other comprehensive income varied mainly
due to the strengthening of the US dollar.
GUARANTEES
From time to time, the Company enters into agreements in the normal course of its business, such as service
arrangements and leases, and in connection with business or asset acquisitions or disposals, agreements, which by nature
may provide for indemnification to third parties. These indemnification provisions may be in connection with breach of
representations and warranties and for future claims for certain liabilities. The terms of these indemnification provisions
vary in duration. See Note 18 to the consolidated financial statements that discuss the Company’s guarantees.
ANNUAL REPORT 2017
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RELATED PARTY TRANSACTIONS
In the normal course of business, the Company receives services from and provides goods to companies subject to
control or significant influence through ownership by its principal shareholder. These goods and services are of an
immaterial amount and compensated by a consideration equal to their fair value, comparable to similar arms’ length
transactions. The services that are received consist mainly of travel, publicity, lodging, office space rental and
management services. The goods that are provided consist mainly of dairy products. Transactions with key
management personnel (Management defines key management personnel as all the executive officers who have
responsibility and authority for controlling, overseeing and planning the activities of the Company, as well as the
Company’s Directors) are also considered related party transactions and consist of short-term employee benefits, post-
employment benefits, stock-based compensation and payments under the deferred share unit plan. Refer to Note 19
to the consolidated financial statements for further information on related party transactions.
ACCOUNTING STANDARDS
CRITICAL ACCOUNTING POLICIES AND USE OF ACCOUNTING ESTIMATES
The preparation of the Company’s financial statements requires Management to make certain judgements and
estimates about transactions and carrying values that are fulfilled at a future date. Judgements and estimates are
subject to fluctuations due to changes in internal and/or external factors and are continuously monitored by
Management. A discussion of the judgements and estimates that could have a material effect on the financial
statements is provided below.
Income Taxes
The Company is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining
the consolidated provision for income taxes. During the ordinary course of business, there are many transactions and
calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax
audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters
differs from the amounts that were initially recorded, such differences will impact the results for the reporting period and
the respective current income tax and deferred income tax provisions in the reporting period in which such
determination is made.
Deferred Income Taxes
The Company follows the liability method of accounting for deferred income taxes. Deferred income tax assets and
liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable income in
the years in which temporary differences are expected to be recovered or settled. As a result, a projection of taxable
income is required for those years, as well as an assumption of the ultimate recovery or settlement period for temporary
differences. The projection of future taxable income is based on Management’s best estimates and may vary from actual
taxable income. On an annual basis, the Company assesses its need to establish a valuation allowance for its deferred
income tax assets. Canadian, US and international tax rules and regulations are subject to interpretation and require
judgement on the part of the Company that may be challenged by taxation authorities. The Company believes that it has
adequately provided for deferred tax obligations that may result from current facts and circumstances. Temporary
differences and income tax rates could change due to fiscal budget changes and/or changes in income tax laws.
Goodwill, Intangible Assets and Business Combinations
Goodwill, trademarks and customer relationships have principally arisen as a result of business combinations. The
acquisition method, which also requires significant estimates and judgements, is used to account for these business
combinations. As part of the allocation process in a business combination, estimated fair values are assigned to the net
assets acquired, including trademarks and customer relationships. These estimates are based on forecasts of future cash
flows, estimates of economic fluctuations and an estimated discount rate. The excess of the purchase price over the
estimated fair value of the net assets acquired is then assigned to goodwill. In the event that actual net assets fair values
are different from estimates, the amounts allocated to the net assets, and specifically to trademarks and customer
relationships, could differ from what is currently reported. This would then have a pervasive impact on the carrying value
of goodwill. Differences in estimated fair values would also have an impact on the amortization of definite life intangibles.
ANNUAL REPORT 2017
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Property, Plant and Equipment
Critical judgement is necessary in the selection and application of accounting policies and useful lives as well as the
determination of which components are significant and how they are allocated. Management has determined that the
use of the straight-line method of amortization is the most appropriate as its facilities are operating at a similar output
potential on a year to year basis, which indicates that production is constant (please refer to the estimated useful lives
table for further details on the useful lives of productive assets). It is Management’s best estimate that the useful lives
and policies adopted adequately reflect the flow of resources and the economic benefits required and derived in the
use and servicing of these long-lived productive assets.
Impairment of Assets
Significant estimates and judgements are required in testing goodwill, intangible assets and other long-lived assets for
impairment. Management uses estimates or exercises judgement in assessing indicators of impairment, defining a
CGU, forecasting future cash flows and in determining other key assumptions such as discount rates and earnings
multipliers used for assessing fair value (less costs of disposal) or value in use. Estimates made for goodwill and
intangible assets can be found in Note 7. Other long-lived assets are tested only when indicators of impairment are
present.
Employee Future Benefits
The Company is the sponsor to both defined benefit and defined contribution plans, which provide pension and other
post-employment benefits to its employees. Several estimates and assumptions are required with regards to the
determination of the defined benefit expense and its related obligation, such as the discount rate used in determining
the carrying value of the obligation and the interest income on plan assets, the expected health care cost trend rate,
the expected mortality rate, etc. Actual results will normally differ from expectations. These gains or losses are
presented in the consolidated statements of comprehensive income.
FUTURE STANDARDS
The International Accounting Standards Board (IASB) made revisions as part of its continuing improvements project.
Below is a summary of the relevant standards affected and a discussion of the amendments.
IAS 7, Statement of Cash Flows
In January 2016, the IASB amended IAS 7 to require further disclosures enabling users of the financial statement to
evaluate changes in liabilities arising from financing activities. To achieve this objective, the IASB requires that the
following changes in liabilities arising from financing activities are disclosed: (i) changes from financing cash flows; (ii)
changes arising from obtaining or losing control of subsidiaries or other businesses; (iii) the effect of changes in foreign
exchange rates; (iv) changes in fair values; and (v) other changes.
This amendment is effective for the annual periods beginning on or after January 1, 2017. Management is currently
evaluating the impact of the adoption of this amendment but no significant impact is expected on the Company’s
financial statements.
IAS 12, Income taxes
In January 2016, the IASB has issued amendments to IAS 12 Income Taxes to provide clarification on the requirements
relating to the recognition of deferred tax assets for unrealized losses on debt instruments measured at fair value.
These amendments are effective for the annual periods beginning on or after January 1, 2017. Management is currently
evaluating the impact of the adoption of the amendments but no significant impact is expected on the Company’s
financial statements.
IFRS 2, Share-Based Payment
In June 2016, the IASB issued an amendment to clarify how to account for certain types of share-based payment
transactions. The amendments provide requirements on the accounting for: the effects of vesting and non-vesting
conditions on the measurement of cash-settled share-based payments, share-based payment transactions with a net
settlement feature for withholding tax obligations and a modification to the terms and conditions of a share-based
payment that changes the classification of the transaction from cash-settled to equity-settled.
This amendment is effective for the annual reporting periods beginning on or after January 1, 2018. Management is
currently assessing the impact of the adoption of this amendment.
ANNUAL REPORT 2017
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IFRS 9, Financial Instruments
The IASB issued IFRS 9 in November 2009 with the long-term goal of replacing IAS 39, Financial Instruments:
Recognition and Measurement. Since then, an amendment was made in July 2014 relating to the classification of
financial assets and the use of a single impairment model for all financial instruments.
This amendment, along with the adoption of the standard, are effective for annual reporting periods beginning on or
after January 1, 2018. Management is currently evaluating the impact of the adoption of this standard, including the
amendment.
IFRS 15, Revenue from Contracts with Customers
The IASB issued IFRS 15, Revenue from Contracts with Customers with its goal to provide a single comprehensive
model for entities to use in accounting for revenue arising from contracts with customers. This new standard will
supersede current revenue recognition guidance in IAS 18, Revenue, IAS 11, Construction Contracts and IFRIC 13,
Customer Loyalty Programmes.
The objective of this standard is to provide a five-step approach to revenue recognition that includes identifying contracts
with customers, identifying performance obligations, determining transaction prices, allocating transaction prices to
performance obligations and recognizing revenue when performance obligations are satisfied. In certain instances,
transfer of assets that are not related to the entity’s ordinary activities will also be required to follow some of the recognition
and measurement requirements of the new model. The standard also expands current disclosure requirements.
In April 2016, the IASB amended IFRS 15 to comprise clarifications of the guidance on identifying performance
obligations, accounting for licences of intellectual property and the principal versus agent assessment (gross versus
net revenue presentation).
With regards to identifying performance obligations, the amendments clarify how to determine when promises in a
contract are ‘distinct’ goods or services and, therefore, should be accounted for separately. The amendments to
licensing guidance clarify when revenue from a licence of intellectual property should be recognised ‘over time’ and
when it should be recognised at a ‘point in time’. With regards to the principal versus agent assessment, the
amendments clarify that the principal in an arrangement controls a good or service before it is transferred to a customer.
This standard and related amendments are effective for annual reporting periods beginning on or after January 1, 2018.
Management is currently assessing the impact of the adoption of this standard.
IAS 40, Investment Property
In December 2016, the IASB issued an amendment to IAS 40 clarifying when assets are transferred to, or from
investment properties. The amendment clarified that to transfer to, or from, investment properties there must be a
change in use. To conclude if a property has changed use there should be an assessment of whether the property
meets the definition. This change must be supported by evidence. This amendment may be applied prospectively or
retrospectively.
This amendment is effective for annual reporting periods beginning on or after January 1, 2018. Management is
currently assessing the impact of the adoption of this amendment.
IFRIC 22, Foreign Currency Transactions and Advance Consideration
In December 2016, the IASB issued IFRIC 22 which provides an interpretation on how to determine the date of the
transaction when applying the standard on foreign currency transactions, IAS 1. The interpretation applies where an
entity pays or receives consideration in advance for foreign currency-denominated contracts. The date of the
transaction determines the exchange rate to be used on initial recognition of the related asset, expense or income. This
Interpretation provides guidance for when a single payment or receipt is made, as well as for situations where multiple
payments or receipts are made and aims to reduce diversity in practice.
This standard is effective for annual reporting periods beginning on or after January 1, 2018. Management is currently
assessing the impact of the adoption of this standard.
IFRS 16, Leases
In January 2016, the IASB published a new standard, IFRS 16, Leases. The new standard will eliminate the distinction
between operating and finance leases and will bring most leases on the balance sheet for lessees. For lessors, the
accounting remains mostly unchanged and the distinction between operating and finance leases is retained.
This standard is effective for annual reporting periods beginning on or after January 1, 2019. Management is currently
assessing the impact of the adoption of this standard.
ANNUAL REPORT 2017
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IFRS 10, Consolidated Financial Statements & IAS 28, Investments in Associates
The IASB previously issued a narrow-scope amendment to IFRS 10, Consolidated Financial Statements and IAS 28,
Investments in Associates and Joint Ventures to address an acknowledged inconsistency between the requirements in
IFRS 10 and those in IAS 28 when dealing with the sale or contribution of assets between an investor and its associate
or joint venture. The original amendments required a full gain or loss to be recognized where a transaction involved a
business or that a partial gain or loss be recognized when a transaction involved assets that did not constitute a business.
The effective date for these amendments has been deferred indefinitely. The impact of adoption of these amendments
has not yet been determined.
CONSIDERATIONS FOR THE IMPLEMENTATION OF IFRS 9 AND IFRS 15
IFRS 9 and IFRS 15 are required to be applied for annual reporting periods beginning on or after January 1, 2018. The
Company will not be early adopting IFRS 9 or IFRS 15.
IFRS 9 is applicable retrospectively in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates
and Errors, subject to certain exemptions and exceptions. In general, the main impacts of adopting IFRS 9 are expected
to be on classification and measurement of financial assets, the introduction of a new impairment model based on
expected losses (rather than incurred loss as per IAS 39, Financial Instruments: Recognition and Measurement), hedge
accounting and significant additional disclosure requirements.
IFRS 15 can be applied using one of the following two methods: retrospectively to each prior reporting period presented
in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, or retrospectively with the
cumulative effect of initially applying IFRS 15 recognised at the date of initial application. The Company is currently
evaluating the transition methods prescribed under IFRS 15. The main impacts of adopting IFRS 15 are expected to
be on timing of revenue recognition, on whether the Company is acting as the principal or the agent for the shipping
and handling activities, on the variable consideration to include in the transaction price such as rebates, incentives and
allowances and on consideration on payments made in exchange for a distinct good or service or as a sale incentive,
as well as additional disclosures.
Although the Company has conducted a preliminary assessment of the effects of the application of IFRS 9 and IFRS
15 on the Company’s interim and annual financial statements, it is not possible to make reasonable estimates of the
impacts of the adoption of IFRS 9 and IFRS 15 at this date, as more data needs to be collected. The Company’s current
implementation roadmap extends into the fourth quarter of fiscal 2018; therefore, it will report on progress achieved
over the course of the next financial reporting year.
NEW ACCOUNTING STANDARDS ADOPTED DURING THE YEAR
The following standards were adopted by the Company on April 1, 2016:
IAS 1, Presentation of financial statements
The Company implemented the amendments to IAS 1, “Presentation of Financial Statements”, effective
January 1, 2016. The amendments provide clarifying guidance on materiality and aggregation, the presentation of
subtotals, the structure of financial statements and the disclosure of accounting policies.
This amendment did not impact the Company’s financial statements for the year ended March 31, 2017.
IAS 19, Employee Benefits
IAS 19 has been amended to clarify that in determining the discount rate for post-employment benefit obligations, the
currency of the liability is of importance and not the country in which it arises. Furthermore, where there is no deep
market in high-quality corporate bonds in that currency, government bonds in the relevant currency should be used.
This amendment did not impact the Company’s financial statements for the year ended March 31, 2017.
ANNUAL REPORT 2017
- 23 -
RISKS AND UNCERTAINTIES
The main risks and uncertainties the Company is exposed to are presented hereafter. The Board of Directors (the Board)
delegated to the Audit Committee the responsibility to study and evaluate the risk factors inherent to the Company and
ensure that appropriate measures are in place to enable Management to identify and manage these risk factors effectively.
The Audit Committee receives regular reports from Management on these matters. In this regard, the Audit Committee
and the Board have adopted and implemented certain policies and procedures which are reviewed at least annually. An
annual detailed presentation on all risk factors identified, as well as periodic presentations, are made by Management to
the Audit Committee and, as required, to the Board.
While risk management is part of the Company’s transactional, operational and strategic decisions, as well as the
Company’s overall management approach, risk management does not guarantee that events or circumstances will not
occur which could negatively affect the Company’s financial condition and performance.
Product liability
Saputo’s operations are subject to certain dangers and risks of liability faced by all food processors, such as the potential
contamination of ingredients or products by bacteria or other external agents that may be introduced into products or
packaging. The occurrence of such a problem could result in a costly product recall and serious damage to Saputo’s
reputation for product quality.
Supply of raw materials
Saputo purchases raw materials that may represent up to 85% of the cost of products. It processes raw materials into the
form of finished edible products intended for resale to a broad range of customers. Availability of raw materials as well as
variations in the price of foodstuffs can therefore influence the Company’s results upwards or downwards, and the effect
of any increase of foodstuff prices on results depends on the Company’s ability to transfer those increases to its customers
and this, in the context of a competitive market.
US and international markets
The price of milk as raw material and the price of our products in the US, Argentina and Australia, as well as in international
markets, are based on market supply and demand forces. The prices are tied to numerous factors, such as the health of
the economy and supply and demand levels for dairy products in the industry. Price fluctuations may affect the Company’s
results. The effect of such fluctuations on results will depend on the Company’s ability to implement mechanisms to reduce
them.
Competition
The food processing industry is extremely competitive. The Canadian dairy industry is highly competitive and is comprised
of three major competitors, including Saputo. In the US, Argentina and Australia, Saputo competes in the dairy industry on
a national basis with several regional, national and multinational competitors. Saputo also competes in the dairy industry
internationally. The Company’s performance in all the countries in which it does business will be dependent on its ability
to continue to offer quality products at competitive prices.
Consolidation of clientele
During the last few years, there has been important consolidation in the food industry in all market segments. Given
that Saputo serves these segments, the consolidation within the industry has resulted in a decrease in the number of
customers and an increase in the relative importance of some customers. One customer represented more than 10%
of total consolidated revenues for fiscal 2017, with 10.6%. The Company’s ability to continue to service its customers
in all the markets that it serves will depend on the quality of its products and services as well as price.
Credit risk
The Company grants credit to its customers in the normal course of business. Credit valuations are performed on a regular
basis and the financial statements take into account an allowance for bad debts. The Company considers that it has low
exposure to concentration of credit risk with respect to accounts receivable from customers due to its large and diverse
customer base operating in three segments, retail, foodservice and industrial, and its geographic diversity. There are no
accounts receivable from any individual customer that exceeded 10% of the total balance of accounts receivable as at
March 31, 2017. The allowance for bad debts and accounts receivable due is reviewed regularly by Management. The
Company updates its estimate of the allowance for doubtful accounts based on the evaluation of the recoverability of
accounts receivable balances of each customer taking into consideration historic collection trends of past due accounts.
ANNUAL REPORT 2017
- 24 -
Supplier concentration
The Company purchases goods and services from a limited number of suppliers as a result of consolidation within the
industries in which these suppliers operate in North America and other major markets. Furthermore, issues with suppliers
regarding pricing or performance of the goods and services they supply or the inability of suppliers to supply the required
volumes of such goods and services in a timely manner could impact the Company’s financial condition and performance.
Any such impact will depend on the effectiveness of the Company’s contingency plan.
Unanticipated business disruption
Major events, such as systems and equipment failure, health pandemics and natural disasters, could lead to unanticipated
business disruption of any or certain of the Company’s manufacturing facilities. The effect would be more significant if the
Company’s larger manufacturing facilities are affected, in which case, the failure to find alternative suppliers or to replace
lost production capacity in a timely manner could negatively affect the Company’s financial condition and performance.
Economic environment
The Company’s operations could be affected by the economic context should the unemployment level, interest rates or
inflation reach levels that influence consumer trends and consequently, impact the Company’s sales and profitability.
Environment
Saputo’s business and operations are subject to environmental laws and regulations, including those relating to permitting
requirements, wastewater discharges, air emissions (greenhouse gases and other), releases of hazardous substances
and remediation of contaminated sites. The Company believes that its operations are in compliance, in all material
respects, with such environmental laws and regulations, except as disclosed in the Annual Information Form dated
June 1, 2017 for the fiscal year ended March 31, 2017. Compliance with these laws and regulations requires that the
Company continue to incur operating and maintenance costs and capital expenditures, including to control potential
impacts of its operations on local communities. Future events such as changes in environmental laws and regulations or
more vigorous regulatory enforcement policies could have a material adverse effect on the financial position of Saputo
and could require additional expenditures to achieve or maintain compliance.
Consumer trends
Demand for the Company’s products is subject to changes in consumer trends. These changes may affect earnings. The
impact of these changes will depend on the Company’s ability to innovate and develop new products.
Intellectual property
As the Company is involved in the production, sale and distribution of food products, it relies on brand recognition and
loyalty from its clientele in addition to relying on the quality of its products. Also, as innovation forms part of the Company’s
growth strategy, its research and development teams develop new technologies, products and process optimization
methods. The Company therefore takes measures to protect, maintain and enforce its intellectual property. Any
infringement to its intellectual property could damage its value and limit the Company’s ability to compete. In addition,
Saputo may have to engage in litigation in order to protect its rights which could result in significant costs.
Financial risk exposures
Saputo has financial risk exposure to varying degrees relating to the currency of each of the countries where it operates.
Approximately 36% of sales are realized in Canada, 52% in the US, and 12% internationally. Cash flows from operations
in each of the countries where Saputo operates act as a natural hedge against the exchange risks related to debt
denominated in such countries’ currency. The level of the financial risk exposure related to currency will depend on its
ability to maintain this natural hedge or any other protection mechanism.
Interest rate and access to capital market
Saputo’s interest bearing debt is subject to interest rate fluctuations. The impact on the Company’s results will depend
on its ability to maintain mechanisms to protect against such interest rate fluctuations. The Company’s growth is driven
mainly by acquisitions and is dependent on access to liquidity in the capital market.
Legislative, regulatory, normative and political considerations
The Company is subject to local, provincial, state, federal and international laws, regulations, rules and policies as well as
to social, economic and political contexts prevailing in places where Saputo conducts its activities. Consequently, the
modification or change of any of these elements may have an unfavourable impact on Saputo’s results and operations
and may require that important expenses be made in order to adapt or comply. More specifically, the production and
distribution of food products are subject to federal, state, provincial and local laws, rules, regulations and policies and to
international trade agreements, all of which provide a framework for Saputo’s operations. The impact of new laws and
regulations, stricter enforcement or interpretations or changes to enacted laws and regulations will depend on the
Company’s ability to adapt, comply and mitigate. Saputo is currently in compliance in all material respects with all
applicable laws and regulations and maintains all material permits and licenses in connection with its operations.
ANNUAL REPORT 2017
- 25 -
Growth by acquisitions
The Company plans to grow both organically and through acquisitions. Historically, the Company has grown through
acquisitions and should reasonably and in large part rely on new acquisitions to pursue its growth. The ability to properly
evaluate the fair value of the businesses being acquired, to properly devote the time and human resources required to
successfully integrate their activities with those of the Company as well as the capability to realize synergies, improvements
and the expected profit and to achieve anticipated returns constitute inherent risks related to acquisitions.
Tariff protection
Dairy-producing industries are still partially protected from imports by tariff-rate quotas which permit a specific volume of
imports at a reduced or zero tariff and impose significant tariffs for greater quantities of imports. There is no guarantee that
political decisions or amendments to international trade agreements will not, at some point in the future, result in the
removal of tariff protection in the dairy market, resulting in increased competition. The Company’s performance will be
dependent on its ability to continue to offer quality products at competitive prices.
Information systems
The Company relies upon information technology applications and systems for its business and the reporting of its
results. These applications and systems are subject to an increasing number of constantly evolving cyber threats which
are becoming more sophisticated. The Company is mainly exposed to risks relating to confidentiality, data integrity and
business disruptions. Therefore, any unavailability or failure, due to security incidents or otherwise, may impede or slow
down production, delay or taint certain decisions and result in financial losses for the Company. In addition, any
unauthorised access to information systems, proprietary, sensitive or confidential information or malicious use could
compromise the Company’s data integrity or result in disclosure or loss of data which may have adverse effects on the
Company’s activities, results, and reputation, including loss of revenues due to a disruption of the business, diminished
competitive advantage, litigation or other legal procedures, or liability for failure to comply with privacy and information
security laws. Although the Company has measures to reduce the likelihood of disruptions to its information technology
applications and systems, and to identify and respond to and manage cybersecurity incidents, there is no assurance
that any of these measures will be successful. Also, the Company is currently undertaking technology initiatives
regarding an ERP system. There is no guarantee that the implementation of the ERP system will not disrupt or reduce
the efficiency of the Company’s operations.
ANNUAL REPORT 2017
- 26 -
DISCLOSURE CONTROLS AND PROCEDURES
The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are responsible for establishing and maintaining
disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide
reasonable assurance that material information relating to the Company is made known to Management in a timely manner
to allow the information required to be disclosed under securities legislation to be recorded, processed, summarized and
reported within the time periods specified in securities legislation.
The CEO and the CFO, along with Management, after evaluating the effectiveness of the Company’s disclosure controls
and procedures as at March 31, 2017, have concluded that the Company’s disclosure controls and procedures were
effective.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The CEO and the CFO are responsible for establishing and maintaining internal control over financial reporting. The
Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The CEO and the CFO, along with Management, evaluated the effectiveness of the Company’s internal control over
financial reporting as at March 31, 2017, in accordance with the criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on this evaluation, the CEO and the CFO, along with Management, have concluded that the Company’s internal control
over financial reporting was effective.
The CEO and the CFO, along with Management, have concluded, after having conducted an evaluation and to the best
of their knowledge that, as at March 31, 2017, no change in the Company’s internal control over financial reporting
occurred that could have materially affected or is reasonably likely to materially affect the Company’s internal control
over financial reporting.
SENSITIVITY ANALYSIS OF INTEREST RATE AND US CURRENCY FLUCTUATIONS
The debt subject to interest rate fluctuations was $693.8 million as at March 31, 2017 and consisted of $93.8 million of
bank loans and $600.0 million bank term loan facilities. A 1% change in the interest rate would lead to a change in net
earnings of approximately $4.9 million. Canadian and US currency fluctuations may affect earnings. Appreciation of the
Canadian dollar compared to the US dollar would have a negative impact on earnings. Conversely, a decrease in the
Canadian dollar would have a positive impact on earnings. During the fiscal year ended March 31, 2017, the average US
dollar conversion was based on CDN$1.00 for US$0.762. A fluctuation of CDN$0.10 of the Canadian dollar would have
resulted in a change of approximately $24.3 million in net earnings, $56.0 million in adjusted EBITDA and $444.3 million
in revenues.
ANNUAL REPORT 2017
- 27 -
QUARTERLY FINANCIAL INFORMATION
2017 quarterly financial information – consolidated statement of earnings
(in millions of CDN dollars, except per share amounts)
Q4
Q3
Q2
Q1 Fiscal 2017
Statement of earnings
Revenues
Operating costs excluding depreciation, amortization,
acquisition and restructuring costs
Earnings before interest, income taxes, depreciation,
amortization, acquisition and restructuring costs
Margin
Depreciation and amortization
Acquisition costs
Restructuring costs
Interest on long-term debt
Other financial charges
Earnings before income taxes
Income taxes
Net earnings
Net margin
Acquisition costs (net of income taxes of $nil)
Restructuring costs (net of income taxes of $nil)
Adjusted net earnings1
Adjusted net earnings margin
ATTRIBUABLE TO:
Shareholders of Saputo Inc.
Non-controlling interest
Per Share
Net earnings
Basic
Diluted
Adjusted net earnings1
2,719.8
2,966.1
2,845.3
2,631.4
11,162.6
2,435.7
2,619.5
2,504.7
2,313.2
9,873.1
284.1
10.4 %
56.9
-
-
8.3
0.8
218.1
52.9
165.2
6.1 %
-
-
165.2
6.1 %
164.3
0.9
165.2
0.42
0.42
346.6
11.7 %
50.9
-
-
9.2
0.6
285.9
88.5
197.4
6.7 %
-
-
197.4
6.7 %
196.1
1.3
197.4
0.50
0.49
340.6
12.0 %
50.2
-
-
8.7
1.6
280.1
88.3
191.8
6.7 %
-
-
191.8
6.7 %
190.9
0.9
191.8
0.49
0.48
318.2
12.1 %
49.3
-
-
10.7
2.0
256.2
79.5
176.7
6.7 %
-
-
176.7
6.7 %
176.5
0.2
176.7
0.45
0.44
1,289.5
11.6 %
207.3
-
-
36.9
5.0
1,040.3
309.2
731.1
6.5 %
-
-
731.1
6.5 %
727.8
3.3
731.1
1.86
1.84
Basic
Diluted
0.42
0.42
1 Adjusted net earnings and adjusted earnings per share (basic and diluted) are non-IFRS measures. Refer to “Measurement of Results not in Accordance
0.49
0.48
0.50
0.49
1.86
1.84
0.45
0.44
with International Financial Reporting Standards” on page 7 of this Management’s Discussion and Analysis for the definition of these terms.
Selected factors positively (negatively) affecting adjusted EBITDA and earnings before income taxes
(in millions of CDN dollars)
Fiscal year
Market factors1, 2
Inventory write-down
Q4
(10)
(2)
2017
Q3
(3)
-
Q2
20
(1)
Q1
(11)
(1)
Foreign currency exchange1, 3
1 As compared to the same quarter of the last fiscal year.
2 Market factors refer to the USA Sector and include the average block market per pound of cheese and its effect on the absorption of fixed costs and
on the realization of inventories, the effect of the relationship between the average block market per pound of cheese and the cost of milk as raw
material, the market pricing impact related to sales of dairy ingredients as well as the impact of the average butter market price related to dairy food
product sales.
(4)
11
3
3
3 Foreign currency exchange includes effect on adjusted EBITDA of conversion of US dollars, Australian dollars and Argentine pesos to Canadian
dollars.
ANNUAL REPORT 2017
- 28 -
2016 quarterly financial information – consolidated statement of earnings
(in millions of CDN dollars, except per share amounts)
Q4
Q3
Q2
Q1 Fiscal 2016
Statement of earnings
Revenues
Operating costs excluding depreciation, amortization,
2,734.0
2,901.0
2,792.1
2,564.4
10,991.5
acquisition and restructuring costs
2,420.9
2,580.6
2,510.4
2,305.5
9,817.4
Earnings before interest, income taxes, depreciation,
amortization, acquisition and restructuring costs
Margin
Depreciation and amortization
Acquisition costs
Restructuring costs
Interest on long-term debt
Other financial charges
Earnings before income taxes
Income taxes
Net earnings
Net margin
Acquisition costs (net of income taxes of $0.6)
Restructuring costs (net of income taxes of $8.1)
Adjusted net earnings1
Adjusted net earnings margin
ATTRIBUABLE TO:
Shareholders of Saputo Inc.
Non-controlling interest
Per Share
Net earnings
Basic
Diluted
Adjusted net earnings1
Basic
Diluted
313.1
11.5 %
54.8
0.3
31.2
12.1
3.1
211.6
70.4
141.2
5.2 %
0.5
23.1
164.8
6.0 %
165.0
(0.2 )
164.8
0.36
0.36
0.42
0.41
320.4
11.0 %
50.1
0.3
-
12.0
7.4
250.6
75.4
175.2
6.0 %
0.2
-
175.4
6.0 %
174.7
0.7
175.4
0.44
0.44
0.45
0.44
281.7
10.1 %
48.3
1.6
-
12.4
6.7
212.7
64.1
148.6
5.3 %
1.1
-
149.7
5.4 %
149.0
0.7
149.7
0.38
0.37
0.38
0.38
258.9
10.1 %
45.4
0.8
-
11.8
4.9
196.0
59.6
136.4
5.3 %
0.6
-
137.0
5.3 %
137.9
(0.9 )
137.0
0.35
0.34
0.35
0.34
1,174.1
10.7 %
198.6
3.0
31.2
48.3
22.1
870.9
269.5
601.4
5.5 %
2.4
23.1
626.9
5.7 %
626.6
0.3
626.9
1.53
1.51
1.60
1.58
1 Adjusted net earnings and adjusted earnings per share (basic and diluted) are non-IFRS measures. Refer to “Measurement of Results not in Accordance
with International Financial Reporting Standards” on page 7 of this Management’s Discussion and Analysis for the definition of these terms.
ANNUAL REPORT 2017
- 29 -
INFORMATION BY SECTOR
CANADA SECTOR
(in millions of CDN dollars)
Fiscal years
Revenues
Adjusted EBITDA1
2017
Q4
942.4
104.1
Q3
Q2
1,044.5
1,029.0
116.9
119.8
Q1
979.1
112.3
Q4
932.8
108.5
2016
Q3
992.7
107.5
Q2
958.5
99.4
Q1
917.5
98.1
1 Adjusted EBITDA is a non-IFRS measure. Refer to the section “Measurement of Results not in Accordance with International Financial Reporting
Standards” included on page 7 of this report for the definition of this term.
The Canada Sector consists of the Dairy Division (Canada).
USA SECTOR
(in millions of CDN dollars)
Fiscal years
2017
2016
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Revenues
Adjusted EBITDA1
1,434.9
1,537.4
1,491.6
1,348.5
1,449.3
1,574.9
1,459.2
1,303.3
150.5
200.1
196.1
187.5
191.0
190.1
172.7
171.7
1 Adjusted EBITDA is a non-IFRS measure. Refer to the section “Measurement of Results not in Accordance with International Financial Reporting
Standards” included on page 7 of this report for the definition of this term.
Selected factors positively (negatively) affecting adjusted EBITDA and earnings before
income taxes
(in millions of CDN dollars)
Fiscal years
Market factors1, 2
US currency exchange1
Q4
(10)
(7)
2017
Q3
(3)
-
Q2
20
-
Q1
(11)
8
Q4
9
15
2016
Q3
(4)
25
Q2
(37)
27
Q1
3
15
1 As compared to same quarter of previous fiscal year.
2 Market factors refer to the USA Sector and include the average block market per pound of cheese and its effect on the absorption of fixed costs and
on the realization of inventories, the effect on the relationship between the average block market per pound of cheese and the cost of milk as raw
material, the market pricing impact related to sales of dairy ingredients, as well as the impact of the average butter market price related to dairy food
product sales.
Other pertinent information
(in US dollars, except for average exchange rate)
Fiscal years
2017
2016
Q4
1.479
Average block market per pound of cheese
1.460
Closing block price per pound of cheese¹
2.055
Average butter market price per pound
1.955
Closing butter market price per pound²
0.247
Average whey market price per pound³
Spread4
0.128
US average exchange rate to Canadian dollar5
1.371
1 Closing block price is the price of a 40 pound block of cheddar traded on the Chicago Mercantile Exchange (CME) on the last business day of each
Q2
1.689
1.533
2.149
1.898
0.299
0.119
1.305
Q4
1.580
1.520
2.177
2.108
0.482
0.011
1.324
Q1
1.412
1.660
2.125
2.350
0.241
0.125
1.288
Q3
1.738
1.660
1.997
2.268
0.380
0.112
1.334
quarter.
2 Closing butter market price is the price of Grade AA Butter traded on the CME, on the last business day of each quarter.
3 Average whey powder market price is based on Dairy Market News published information.
4 Spread is the average block market per pound of cheese less the result of the average cost per hundredweight of Class III and/or Class 4b milk price
divided by 10.
5 Based on Bank of Canada published information.
The USA Sector consists of the Cheese Division (USA) and the Dairy Foods Division (USA).
ANNUAL REPORT 2017
- 30 -
INTERNATIONAL SECTOR
(in millions of CDN dollars)
Fiscal years
Revenues
Adjusted EBITDA1
Q4
342.5
29.5
2017
Q3
384.2
29.6
Q2
324.7
24.7
Q1
303.8
18.4
Q4
351.9
13.6
2016
Q3
333.4
22.8
Q2
Q1
374.4
343.6
9.6
(10.9)
1 Adjusted EBITDA is a non-IFRS measure. Refer to the section “Measurement of Results not in Accordance with International Financial Reporting
Standards” included on page 7 of this report for the definition of this term.
Selected factors positively (negatively) affecting adjusted EBITDA and earnings before
income taxes
(in millions of CDN dollars)
Fiscal years
Inventory write-down
Foreign currency exchange1
Q4
(2)
(1)
2017
Q3
–
4
Q2
(1)
1
Q1
(1)
3
Q4
(5)
–
2016
Q3
Q2
–
4
–
–
Q1
(13)
–
1 As compared to same quarter of previous fiscal year.
The International Sector consists of the Dairy Division (Argentina), the Dairy Division (Australia) and the Dairy
Ingredients Division. The Dairy Ingredients Division includes national and export ingredients sales from the North
American divisions, as well as cheese exports from these same divisions.
SUMMARY OF FOURTH QUARTER RESULTS ENDED MARCH 31, 2017
Consolidated revenues for the quarter ended March 31, 2017 amounted to $2.720 billion, a decrease of $14.2 million
or 0.5% compared to $2.734 billion for the same quarter last fiscal year.
In the Canada Sector, revenues increased by approximately $10 million or 1.0% compared to the corresponding quarter
last fiscal year. The increase in revenues was mainly due to higher selling prices related to the increase in the cost of milk
as raw material, as well as a favourable product mix. This increase was partially offset by lower sales volumes of juices,
as we exited that product category, and traditional milk categories while the cheese category experienced a slight increase.
The USA Sector revenues decreased by approximately $15 million or 1.0% compared to the corresponding quarter last
fiscal year. Lower sales volumes in the Cheese Division (USA) decreased revenues as compared to the same quarter last
fiscal year. The decrease was partially offset by higher sales volumes in the Dairy Foods Division (USA), as well as a
favourable product mix. A higher average block market per pound of cheese and higher butter market price in the fourth
quarter of fiscal 2017, as compared to the corresponding quarter last fiscal year, increased revenues by approximately
$55 million. The fluctuation of the Canadian dollar versus the US dollar decreased revenues by approximately $54 million.
Revenues from the International Sector decreased by approximately $9 million or 2.7% compared to the corresponding
quarter last fiscal year. In the Dairy Division (Argentina), higher selling prices in both the domestic and export markets
increased revenues as compared to the same quarter last fiscal year. Additionally, the fluctuation of the Argentine peso
versus the US dollar had a positive impact on revenues as compared to the same quarter last fiscal year. The increase
was partially offset by lower sales volumes in both the domestic and export markets. Revenues of the Dairy Division
(Australia) increased due to higher international cheese and dairy ingredient market prices, partially offset by lower sales
volumes in both domestic and export markets. Dairy Ingredients Division revenues were lower in the fourth quarter of fiscal
2017, as compared to the same quarter last fiscal year due to lower sales volumes. The fluctuation of the Canadian dollar
versus the foreign currencies used in the International Sector negatively impacted revenues by approximately $10 million,
as compared to the same quarter last fiscal year.
Consolidated earnings before interest, income taxes, depreciation, amortization, acquisition and restructuring
costs (adjusted EBITDA1) totalled $284.1 million for the quarter ended March 31, 2017, a decrease of $29.0 million or
9.3% compared to the $313.1 million for the same quarter last fiscal year.
____________________________
1 Adjusted EBITDA represents a non-IFRS measure. Refer to “Measurement of Results not in Accordance with International Financial Reporting
Standards” on page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 31 -
The adjusted EBITDA of the Canada Sector decreased by approximately $4 million or 4.1% in comparison to the same
quarter last fiscal year. The decrease is due to higher administrative expenses mainly due to the ERP initiative, as well as
higher sales and marketing expenses. This decrease was partially offset by better operational efficiencies through raw
material and ingredients optimization and increased selling prices in the international dairy ingredients market. The
fluctuation of the Canadian dollar versus foreign currencies had a positive impact on adjusted EBITDA of approximately
$4 million mainly due to intercompany receivables denominated in foreign currencies.
The adjusted EBITDA of the USA Sector decreased by approximately $41 million or 21.2% in comparison to the same
quarter last fiscal year. During the quarter, the relationship between the average block market per pound of cheese and
the cost of milk as raw material was unfavourable. However, the variation in the average block market per pound of cheese
versus the corresponding quarter last fiscal year had a favourable impact on the realization of inventories and on the
absorption of fixed costs. Also, the market pricing impact related to sales of dairy ingredients was favourable while partially
offset by unfavourable margins associated with higher commodity prices in the Dairy Foods Division (USA). These market
factors decreased adjusted EBITDA by approximately $10 million, as compared to the same quarter last fiscal year. In the
Cheese Division (USA), lower efficiencies due to lower sales volumes, decreased adjusted EBITDA as compared to the
corresponding quarter last fiscal year. The Dairy Foods Division (USA) benefitted from increased sales volumes and a
favourable product mix. The fluctuation of the Canadian dollar versus the US dollar had a negative impact on adjusted
EBITDA of approximately $7 million.
The adjusted EBITDA of the International Sector increased by approximately $16 million or 116.9% for the quarter
ended March 31, 2017 in comparison to the same quarter last fiscal year. In the Dairy Division (Australia), the increase
is due to higher international cheese and dairy ingredient market prices and a better alignment of the milk cost as raw
material with current market conditions, as compared to the same quarter last fiscal year. Lower sales volumes in both
domestic and export markets decreased adjusted EBITDA partially offset by a favourable product mix. In the Dairy
Division (Argentina), lower sales volumes combined with higher administrative expenses mainly related to the ERP
initiative, decreased adjusted EBITDA, as compared to the same quarter last fiscal year. This decrease was partially
offset by higher selling prices in the domestic and the export markets. Adjusted EBITDA of the Dairy Ingredients Division
decreased mainly due to lower sales volumes as compared to the same quarter last fiscal year. As a result of the
decrease in certain market selling prices, inventory was written-down by approximately $2 million for the quarter, as
compared to approximately $5 million for the same quarter last fiscal year. The fluctuation of the Canadian dollar versus
the foreign currencies used in the International Sector had a negative impact on adjusted EBITDA of approximately
$1 million.
Depreciation and amortization for the quarter ended March 31, 2017 totalled $56.9 million, an increase of $2.1 million
compared to $54.8 million for the same quarter last fiscal year. This increase is mainly attributed to the fluctuation of the
Canadian dollar versus foreign currencies, as well as additions to property, plant and equipment, increasing the
depreciable base.
In the fourth quarter of fiscal 2016, the Company incurred acquisition costs relating to the business acquisitions
totalling $0.3 million, as well as restructuring costs in relation to plant closures in Canada totalling $31.2 million
($23.1 million after tax). In connection with these restructuring costs, the Company incurred $5.5 million in severance
costs and $25.7 million in impairment charges to property, plant and equipment. In the fourth quarter of fiscal 2017, no
acquisition or restructuring costs were incurred by the Company.
Net interest expense amounted to $9.1 million compared to $15.2 million for the corresponding period last fiscal year.
The decrease is mainly attributed to a lower level of long-term debt, lower interest rates and lower bank loans denominated
in Argentine peso which bear high interest rates, as compared to the same quarter last fiscal year.
With respect to income taxes, the effective tax rate for the fourth quarter of fiscal 2017 was 24.3% as compared to 33.3%
for the same quarter last fiscal year. The decrease of the fourth quarter effective tax rate is mainly due to the recognition
of previously unrecognized deferred tax assets. The income tax rate varies and could increase or decrease based on the
amount of taxable income derived and from which source, any amendments to tax laws and income tax rates and changes
in assumptions and estimates used for tax assets and liabilities by the Company and its affiliates.
Net earnings amounted to $165.2 million for the quarter ended March 31, 2017, an increase of $24.0 million, as compared
to the net earnings of $141.2 million for the same quarter last fiscal year. This is due to the factors mentioned above.
Adjusted net earnings1 amounted to $165.2 million for the quarter ended March 31, 2017, an increase of $0.4 million,
as compared to the adjusted net earnings of $164.8 million for the same quarter last fiscal year. This increase is due to
the factors mentioned above, without considering acquisition and restructuring costs.
____________________________
1 Adjusted net earnings represents a non-IFRS measure. Refer to “Measurement of Results not in Accordance with International Financial Reporting
Standards” on page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 32 -
During the quarter, the Company added $76.4 million in property, plant and equipment and $24.4 million for intangibles
related to the ERP initiative. Also, $87.0 million was disbursed for the acquisition of the remaining interest in a subsidiary,
the Company repurchased $166.5 million in share capital and paid $57.9 million in dividends to its shareholders. The
Company issued shares for a cash consideration of $10.6 million as part of the stock option plan. For the same quarter,
the Company generated net cash from operating activities of $202.9 million, a decrease of $93.9 million as compared to
the net cash generated from operating activities for the corresponding period last fiscal year.
QUARTERLY FINANCIAL INFORMATION
During fiscal 2017, quarterly changes in revenues and adjusted EBITDA were affected by the inclusion of revenue and
adjusted EBITDA derived from the Woolwich Acquisition for the full fiscal year, as compared to fiscal 2016. Additionally,
changes in operational costs, sales volumes variances, product mix, the average block and butter markets in the US and
dairy ingredient market prices affected quarterly financial results.
In the Dairy Division (Canada), higher administrative expenses due to the ERP initiative, operational efficiencies through
raw material and ingredients optimization, sales volumes and increased prices in the international dairy ingredients market
were the main drivers affecting adjusted EBITDA. In the USA Sector, the relationship between the average block market
per pound of cheese and the cost of milk as raw material, in addition to fluctuations in the average block and butter markets
impacted inventory realization and other market factors, affected adjusted EBITDA. In the International Sector, cheese
and dairy ingredient prices increased during the quarter resulting in more favourable margins. The fluctuation of the
Canadian dollar versus the foreign currencies impacted revenues and adjusted EBITDA. The quarterly net earnings
directly reflect the effects of the previously mentioned items.
ANALYSIS OF EARNINGS FOR THE YEAR ENDED MARCH 31, 2016 COMPARED TO
MARCH 31, 2015
Consolidated revenues totalled $10.992 billion, an increase of approximately $334 million or 3.1%, compared to
$10.658 billion in fiscal 2015. The increase is due mainly to higher sales volumes, as well as the inclusion of revenues
from the Woolwich Acquisition and EDC Acquisition. A lower average block market per pound of cheese, as well as a lower
average butter market price decreased revenues by approximately $638 million. Lower international selling prices of
cheese and dairy ingredients, as compared to fiscal 2015, negatively affected revenues. The disposal of the Bakery
Division, in the fourth quarter of fiscal 2015, resulted in decreased revenues as compared to last fiscal year. Finally, the
fluctuation of the Canadian dollar versus foreign currencies increased revenues by approximately $836 million.
Consolidated earnings before interest, income taxes, depreciation, amortization, acquisition and restructuring
costs (adjusted EBITDA1) amounted to $1.174 billion in fiscal 2016, an increase of $112.4 million or 10.6% compared
to $1.062 billion for fiscal 2015. The increase is due to higher sales volumes, lower ingredients costs and increased
operational efficiencies. The inclusion of the Woolwich Acquisition and EDC Acquisition positively impacted adjusted
EBITDA. The increase was partially offset by lower international selling prices of cheese and dairy ingredients without a
similar decline in the cost of milk as raw material. Market factors in the US negatively affected adjusted EBITDA by
approximately $29 million. As a result of the decrease in certain market selling prices, inventory was written down by
approximately $18 million, as compared to approximately $10 million for fiscal 2015. Also, the disposal of the Bakery
Division in fiscal 2015 negatively impacted adjusted EBITDA. Finally, the fluctuation of the Canadian dollar versus foreign
currencies had a favourable impact on adjusted EBITDA of approximately $86 million, as compared to fiscal 2015.
The consolidated adjusted EBITDA margin increased to 10.7% in fiscal 2016, as compared to 10.0% in fiscal 2015,
resulting mainly from a higher adjusted EBITDA in the USA Sector as compared to fiscal 2015.
Depreciation and amortization totalled $198.6 million in fiscal 2016, an increase of $27.7 million, compared to
$170.9 million in fiscal 2015. This increase is mainly attributed to the fluctuation of the Canadian dollar versus foreign
currencies, as well as additions to property, plant and equipment, increasing the depreciable base.
In fiscal 2016, the Company incurred acquisition costs relating to business acquisitions totalling $3.0 million
($2.4 million after tax), as well as restructuring costs in relation to plant closures announced in March 2016 in Canada
totalling $31.2 million ($23.1 million after tax). As part of the restructuring costs for fiscal 2016, the Company incurred
$5.5 million in severance costs and $25.7 million in impairment charges to property, plant and equipment.
In fiscal 2015, the Company realized a gain on disposal of a business of $25.9 million ($25.9 million after tax) relating
to the sale of the Bakery Division, which was concluded on February 2, 2015.
____________________________
1 Adjusted EBITDA represents a non-IFRS measure. Refer to “Measurement of Results not in Accordance with International Financial Reporting
Standards” on page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 33 -
Net interest expense amounted to $70.4 million in fiscal 2016, compared to $73.3 million in fiscal 2015. This decrease
is mainly attributed to a lower level of debt.
Income taxes totalled $269.5 million in fiscal 2016, compared to $237.0 million in fiscal 2015, for an effective tax rate of
30.9% in fiscal 2016, as compared to 27.9% for fiscal 2015. The increase of the fiscal 2016 effective tax rate is mainly due
to increases of profit in higher tax rate jurisdictions as well as the non-taxable gain on disposal of a business in fiscal 2015.
The income tax rate varies and could increase or decrease based on the amount of taxable income derived and from
which source, any amendments to tax laws and income tax rates and changes in assumptions and estimates used for tax
assets and liabilities by the Company and its affiliates.
Net earnings for fiscal 2016 totalled $601.4 million, a decrease of $11.5 million or 1.9%, as compared to $612.9 million
in fiscal 2015. This decrease is due to the factors mentioned above.
Adjusted net earnings1 for fiscal 2016 totalled $626.9 million, an increase of $44.1 million or 7.6%, as compared to
$582.8 million in fiscal 2015. This increase is due to the factors mentioned above, without considering gain on disposal
of a business, acquisition and restructuring costs.
____________________________
1 Adjusted net earnings represents a non-IFRS measure. Refer to “Measurement of Results not in Accordance with International Financial Reporting
Standards” on page 7 of this Management’s Discussion and Analysis for the definition of this term.
ANNUAL REPORT 2017
- 34 -
CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING
Management is responsible for the preparation and presentation of the consolidated financial statements and the financial
information presented in this annual report. This responsibility includes the selection of accounting policies and practices
and making judgments and estimates necessary to prepare the consolidated financial statements in accordance with
International Financial Reporting Standards.
Management has also prepared the financial information presented elsewhere in this annual report and has ensured that
it is consistent with the consolidated financial statements.
Management maintains systems of internal control designed to provide reasonable assurance that assets are safeguarded
and that relevant and reliable financial information is being produced.
The Board of Directors is responsible for ensuring that Management fulfills its responsibilities for financial reporting and is
responsible for reviewing and approving the consolidated financial statements. The Board of Directors carries out this
responsibility principally through its Audit Committee, which is comprised solely of independent directors. The Audit
Committee meets periodically with Management and the independent auditors to discuss internal controls, auditing matters
and financial reporting issues. It also reviews the annual report, the consolidated financial statements and the independent
auditors’ report. The Audit Committee recommends the independent auditors for appointment by the shareholders. The
independent auditors have unrestricted access to the Audit Committee. The consolidated financial statements have been
audited by the independent auditors Deloitte LLP, whose report follows.
(signed) Lino A.Saputo, Jr.
Lino A. Saputo, Jr.
Chief Executive Officer
and Vice Chairman of the Board
(signed) Louis-Philippe Carrière
Louis-Philippe Carrière, FCPA, FCA
Chief Financial Officer
and Secretary
June 1, 2017
ANNUAL REPORT 2017
- 35 -
INDEPENDENT AUDITOR’S REPORT
To the shareholders of Saputo Inc.
We have audited the accompanying consolidated financial statements of Saputo Inc., which comprise the consolidated
balance sheets as at March 31, 2017 and March 31, 2016, and the consolidated statements of earnings, consolidated
statements of comprehensive income, consolidated statements of equity and consolidated statements of cash flows for
the years then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in
accordance with International Financial Reporting Standards, and for such internal control as Management determines
is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We
conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and
fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
Saputo Inc. as at March 31, 2017 and March 31, 2016, and its financial performance and its cash flows for the years
then ended in accordance with International Financial Reporting Standards.
/s/ Deloitte LLP 1
June 1, 2017
Montréal, Québec
____________________
1 CPA auditor, CA, public accountancy permit No. A116207
ANNUAL REPORT 2017
- 36 -
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions of CDN dollars, except per share amounts)
Years ended March 31
Revenues
Operating costs excluding depreciation, amortization, acquisition and
restructuring costs (Note 5)
Earnings before interest, income taxes, depreciation, amortization,
acquisition and restructuring costs
Depreciation and amortization (Notes 6 and 7)
Acquisition and restructuring costs (Note 22)
Interest on long-term debt
Other financial charges (Note 13)
Earnings before income taxes
Income taxes (Note 14)
Net earnings
Earnings per share (Note 15)
Net earnings
Basic
Diluted
2017
2016
$
11,162.6
$
10,991.5
9,873.1
9,817.4
1,289.5
207.3
-
36.9
5.0
1,040.3
309.2
$
731.1
$
1,174.1
198.6
34.2
48.3
22.1
870.9
269.5
601.4
$
$
1.86
1.84
$
$
1.53
1.51
The accompanying notes are an integral part of these audited consolidated financial statements.
ANNUAL REPORT 2017
- 37 -
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions of CDN dollars)
Years ended March 31
Net earnings
Other comprehensive income (loss):
Items that may be reclassified to net earnings:
Exchange differences arising from foreign currency translation
Net unrealized gains on cash flow hedges1 (Note 20)
Reclassification of gains on cash flow hedges to net earnings2
Items that will not be reclassified to net earnings:
Actuarial gains (losses)3 (Note 17)
Other comprehensive income (loss)
Total comprehensive income
1 Net of income taxes of $1.1 (2016 – $7.7).
2 Net of income taxes of $1.7 (2016 – $6.2).
3 Net of income taxes of $1.4 (2016 – $2.3).
2017
2016
$
731.1
$
601.4
104.2
0.6
(3.6)
101.2
(3.1)
(3.1)
98.1
$
829.2
$
56.9
13.5
(8.5)
61.9
6.5
6.5
68.4
669.8
The accompanying notes are an integral part of these audited consolidated financial statements.
ANNUAL REPORT 2017
- 38 -
CONSOLIDATED STATEMENTS OF EQUITY
(in millions of CDN dollars, except common shares)
For the year ended March 31, 2017
Share capital
Reserves
Common
Shares
Amount
Foreign
Currency
Translation
Cash
Flow
Hedges
Stock
Option
Plan
Total
Reserves
Retained
Earnings
Total
Non-
Controlling
Interest
Total
Equity
Balance, beginning of year
392,520,687 $
821.0 $
613.6 $
Net earnings
Other comprehensive income
Total comprehensive income
Additional non-controlling interests arising
from issuance of additional shares
Acquisition of the remaining interest in a
subsidiary (net of taxes of $40.2)
Dividends declared
Stock option plan (Note 12)
Shares issued under stock option plan
Amount transferred from reserves to
share capital upon exercise of options
Excess tax benefit that results from the
excess of the deductible amount over
the compensation cost recognized
Shares repurchased and cancelled
-
-
-
-
-
104.2
-
-
-
-
-
2,898,704
-
-
-
57.6
-
12.7
-
(9,185,080)
-
(20.2)
-
-
-
-
-
-
-
-
- $
-
(3.0)
82.1 $
695.7 $
-
-
-
101.2
2,485.1 $
727.8
(3.1)
4,001.8 $
727.8
98.1
68.0 $
3.3
-
4,069.8
731.1
98.1
825.9
3.3
829.2
-
-
-
-
-
-
-
-
-
16.3
16.3
-
-
22.0
-
-
-
22.0
-
41.5
(228.3)
-
-
41.5
(228.3)
22.0
57.6
(87.6)
-
-
-
(46.1)
(228.3)
22.0
57.6
-
(12.7)
(12.7)
-
-
-
-
Balance, end of year
386,234,311 $
871.1 $
717.8 $
(3.0) $
97.9 $
812.7 $
2,639.1 $
4,322.9 $
-
-
6.5
-
6.5
-
-
(383.9)
6.5
(404.1)
-
-
6.5
(404.1)
- $
4,322.9
For the year ended March 31, 2016
Share capital
Reserves
Common
Shares
Amount
Foreign
Currency
Translation
Cash
Flow
Hedges
Stock
Option
Plan
Total
Reserves
Retained
Earnings
Total
Non-
Controlling
Interest
Total
Equity
Balance, beginning of year
392,225,049 $
765.8 $
556.7 $
Net earnings
Other comprehensive income
Total comprehensive income
Dividends declared
Stock option plan (Note 12)
Shares issued under stock option plan
Amount transferred from reserves to
share capital upon exercise of options
Excess tax benefit that results from the
excess of the deductible amount over
the compensation cost recognized
Shares repurchased and cancelled
-
-
-
-
-
56.9
-
-
2,995,638
-
-
49.9
-
10.8
-
(2,700,000)
-
(5.5)
-
-
-
-
-
-
(5.0) $
-
5.0
69.6 $
621.3 $
-
-
-
61.9
2,173.8 $
601.1
6.5
3,560.9 $
601.1
68.4
-
-
-
-
17.7
-
-
17.7
-
(210.0)
-
-
669.5
(210.0)
17.7
49.9
-
(10.8)
(10.8)
-
-
-
-
5.6
-
5.6
-
-
(86.3)
5.6
(91.8)
67.7 $
0.3
-
0.3
-
-
-
-
-
-
3,628.6
601.4
68.4
669.8
(210.0)
17.7
49.9
-
5.6
(91.8)
Balance, end of year
392,520,687 $
821.0 $
613.6 $
- $
82.1 $
695.7 $
2,485.1 $
4,001.8 $
68.0 $
4,069.8
The accompanying notes are an integral part of these audited consolidated financial statements.
ANNUAL REPORT 2017
- 39 -
CONSOLIDATED BALANCE SHEETS
(in millions of CDN dollars)
As at
ASSETS
Current assets
Cash and cash equivalents
Receivables
Inventories (Note 4)
Income taxes receivable (Note 14)
Prepaid expenses and other assets
Property, plant and equipment (Note 6)
Goodwill (Note 7)
Intangible assets (Note 7)
Other assets (Note 8)
Deferred income taxes (Note 14)
Total assets
LIABILITIES
Current liabilities
Bank loans (Note 9)
Accounts payable and accrued liabilities
Income taxes payable (Note 14)
Current portion of long-term debt (Note 10)
Long-term debt (Note 10)
Other liabilities (Note 11)
Deferred income taxes (Note 14)
Total liabilities
EQUITY
Share capital (Note 12)
Reserves
Retained earnings
Equity attributable to shareholders of Saputo Inc.
Non-controlling interest
Total equity
Total liabilities and equity
March 31, 2017 March 31, 2016
$
$
$
$
250.5 $
863.2
1,172.5
15.0
79.3
2,380.5
2,165.5
2,240.5
662.3
99.7
48.1
7,596.6 $
93.8 $
1,008.3
91.3
-
1,193.4
1,500.0
68.9
511.4
3,273.7 $
871.1
812.7
2,639.1
4,322.9
-
$
$
4,322.9 $
7,596.6 $
164.3
837.5
1,077.1
4.7
92.2
2,175.8
2,086.0
2,194.1
587.0
106.5
22.9
7,172.3
178.2
896.6
37.1
244.9
1,356.8
1,208.3
61.8
475.6
3,102.5
821.0
695.7
2,485.1
4,001.8
68.0
4,069.8
7,172.3
The accompanying notes are an integral part of these audited consolidated financial statements.
On behalf of the Board,
(signed) Emanuele (Lino) Saputo
Emanuele (Lino) Saputo, C.M., O.Q., Dr h.c.
Director
(signed) Tony Meti
Tony Meti
Director
ANNUAL REPORT 2017
- 40 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of CDN dollars)
Years ended March 31
Cash flows related to the following activities:
Operating
Net earnings
Adjustments for:
Stock-based compensation
Interest and other financial charges
Income tax expense
Depreciation and amortization
Gain on disposal of property, plant and equipment
Restructuring charges related to plant closures
Share of joint venture earnings, net of dividends received
Underfunding of employee plans in excess of costs
Changes in non-cash operating working capital items
Cash generated from operating activities
Interest and other financial charges paid
Income taxes paid
Net cash generated from operating activities
Investing
Business acquisitions
Additions to property, plant and equipment
Additions to intangible assets
Proceeds on disposal of property, plant and equipment
Other
Financing
Bank loans
Proceeds from issuance of long-term debt
Repayment of long-term debt
Issuance of share capital
Repurchase of share capital
Dividends
Acquisition of the remaining interest in a subsidiary
Additional non-controlling interest arising from issuance of additional shares
2017
2016
$
731.1
$
601.4
34.0
41.9
309.2
207.3
(2.0)
-
(1.1)
2.9
1,323.3
2.4
1,325.7
(42.8)
(209.3)
1,073.6
-
(236.7)
(84.7)
4.7
(1.1)
(317.8)
(82.1)
600.0
(552.2)
57.6
(404.1)
(228.3)
(87.0)
16.3
(679.8)
27.8
70.4
269.5
198.6
(1.2)
31.2
(4.3)
2.2
1,195.6
(45.8)
1,149.8
(63.5)
(236.5)
849.8
(214.9)
(183.5)
(48.3)
5.5
(2.9)
(444.1)
34.5
134.7
(255.9)
49.9
(91.8)
(210.0)
-
-
(338.6)
67.1
72.6
24.6
164.3
Increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents, end of year
76.0
164.3
10.2
250.5
$
$
The accompanying notes are an integral part of these audited consolidated financial statements.
ANNUAL REPORT 2017
- 41 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2017 and 2016
(Tabular amounts are in millions of CDN dollars except information on options, units and shares.)
NOTE 1 CORPORATE INFORMATION
Saputo Inc. (the Company) is a publicly traded company incorporated and domiciled in Canada. The Company’s shares
are listed on the Toronto Stock Exchange under the symbol “SAP.” The Company produces, markets and distributes a
wide array of dairy products from Canada, the United States, Argentina and Australia. The address of the Company’s
head office is 6869, Metropolitain Blvd. East, Montréal, Québec, Canada, H1P 1X8. The consolidated financial
statements (financial statements) of the Company for the year ended March 31, 2017 comprise the financial results of
the Company and its subsidiaries.
The financial statements for the year ended March 31, 2017 have been authorized for issuance by the Board of
Directors on June 1, 2017.
NOTE 2 BASIS OF PRESENTATION
STATEMENT OF COMPLIANCE
The consolidated annual financial statements of the Company have been prepared in accordance with International
Financial Reporting Standards (IFRS).
BASIS OF MEASUREMENT
The Company’s financial statements have been prepared on a going concern basis and applied based on the historical
cost principle except for certain assets and liabilities as described in the significant accounting policies section.
FUNCTIONAL AND PRESENTATION CURRENCY
The Company’s financial statements are presented in Canadian dollars, which is also the consolidated entity’s
functional currency. All financial information has been rounded to the nearest million unless stated otherwise.
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of the Company and entities under its control. Control exists
when an entity is exposed, or has rights, to variable returns from its involvement with investees and has the ability to affect
those returns through its power over them. All intercompany transactions and balances have been eliminated. Investments
over which the Company has effective control are consolidated. The operating results of acquired businesses, from their
respective acquisition dates, are included in the consolidated statements of earnings.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist primarily of cash and short-term investments having an initial maturity of three
months or less at the time of acquisition.
INVENTORIES
Finished goods, raw materials and work in process are valued at the lower of cost and net realizable value, cost being
determined under the first in, first out method.
ANNUAL REPORT 2017
- 42 -
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses and are
depreciated using the straight-line method over their estimated useful lives as described below:
Buildings
Furniture, machinery and equipment
Rolling stock
15 to 40 years
3 to 20 years
5 to 10 years based on estimated kilometers traveled
Where components of an item of building or furniture, machinery and equipment are individually significant, they are
accounted for separately within the categories described above.
Assets held for sale are recorded at the lower of their carrying amount or fair value less costs to sell, and no depreciation
is recorded. Assets under construction are not depreciated. Borrowing costs are capitalized to qualifying property, plant
and equipment where the period of construction of those assets takes a substantial period of time to get ready for their
intended use. Borrowing costs, if incurred, are added to the cost of those assets until such time as the assets are
substantially ready for their intended use.
For the purposes of impairment testing, property, plant and equipment are tested at the cash-generating unit (CGU) level.
Write-downs are included in “depreciation and amortization” presented on the consolidated statements of earnings.
GOODWILL AND INTANGIBLE ASSETS
Goodwill represents the excess of the consideration transferred in a given acquisition over the fair value of the
identifiable net assets acquired and is initially recorded at that value. Goodwill is subsequently carried at cost less any
impairment.
Intangible assets include trademarks, customer relationships and software that is not an integral part of the related
hardware. Intangible assets are initially recorded at their transaction fair values. Indefinite life intangibles are
subsequently carried at cost less any impairment losses. Definite life intangible assets are subsequently carried at cost
less accumulated amortization and less impairment losses, if any. Goodwill and trademarks are not amortized as they
are considered to be indefinite life intangible assets. However they are tested for impairment annually or more frequently
if events or changes in circumstances indicate that the assets might be impaired.
When testing goodwill and indefinite life intangible assets, the carrying values of the CGU’s or group of CGU’s including
goodwill are compared with their respective recoverable amounts (higher of fair value less costs of disposal and value
in use) and an impairment loss, if any, is recognized for the excess. When testing for impairment, the carrying values
(including the carrying value of the related CGU’s or group of CGU’s excluding goodwill) are also compared to their
recoverable amounts.
Customer relationships and software are considered to be definite life intangible assets and are amortized using the
straight-line method over their useful lives which vary from 5 to 15 years and are reviewed for indicators of impairment
prior to each reporting period.
Refer to “Impairment Testing of Cash-Generating Units” in Note 7 for a discussion of the CGU levels at which goodwill
and intangible assets are tested.
IMPAIRMENT OF OTHER LONG-LIVED ASSETS
Other long-lived assets are subject to an “indicators of impairment” test at each reporting period. In the event of an
indication of impairment, the asset or group of assets (referred to as CGU’s), for which identifiable cash flows that are
largely independent of the cash inflows from other assets or group of assets exist, are tested for impairment. An
impairment loss is recorded in net earnings when the carrying value exceeds the recoverable amount. The recoverable
amount is defined as the greater of fair value less costs of disposal and value in use.
BUSINESS COMBINATIONS
The Company accounts for its business combinations using the acquisition method of accounting. Under this method,
the Company allocates the purchase price to tangible and intangible assets acquired and liabilities assumed based on
estimated fair values at the date of acquisition, with the excess of the purchase price amount allocated to goodwill.
Significant debt issuance costs directly related to the funding of business acquisitions are included in the carrying value
of the debt and are amortized over the related debt term using the effective interest rate method. Acquisition costs are
expensed as incurred.
ANNUAL REPORT 2017
- 43 -
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
NON-CONTROLLING INTEREST
Non-controlling interests represent equity interest in acquired subsidiaries by third parties. The non-controlling
shareholders claim on net assets of the subsidiary is presented as a component within equity. Any share purchases
from non-controlling interests after the Company obtains control of a division are treated as transactions with equity
owners of the Company. Net earnings and each component of other comprehensive income are attributed to both the
owners of the Company and to the non-controlling interest.
EMPLOYEE FUTURE BENEFITS
The cost of pension and other post-retirement benefits is actuarially determined annually on March 31 using the
projected benefit method prorated based on years of service and using Management’s best estimates of rates of
compensation increases, retirement ages of employees and expected health care costs. Current service costs and
interest on obligations offset by interest income on plan assets are expensed in the year. Actuarial gains or losses, the
effect of an adjustment, if any, on the maximum amount recognized as an asset and the impact of the minimum funding
requirements, are recorded in other comprehensive income (loss) and immediately recognized in retained earnings
without subsequent reclassification to the consolidated statements of earnings. The net pension expenditure under
defined contribution pension plans is generally equal to the contributions made by the employer.
REVENUE RECOGNITION
The Company recognizes revenue when the title and risk of loss are transferred to customers, price is determinable,
collection is reasonably assured and when persuasive evidence of an arrangement exists. Revenues are recorded net
of sales incentives including volume rebates, shelving or slotting fees and advertising rebates.
FOREIGN CURRENCY TRANSLATION
The Company’s functional currency is the Canadian dollar. Accordingly, the balance sheet accounts of foreign
operations are translated into Canadian dollars using the exchange rates at the balance sheet dates and statements
of earnings accounts are translated into Canadian dollars using the average monthly exchange rates in effect during
the periods. The foreign currency translation adjustment (CTA) reserve presented in the consolidated statements of
comprehensive income and the consolidated statements of equity, represents accumulated foreign currency gains
(losses) on the Company’s net investments in companies operating outside Canada. The change in the unrealized
gains (losses) on translation of the financial statements of foreign operations for the periods presented resulted mainly
from the fluctuation in value of the Canadian dollar as compared to the US dollar.
Foreign currency accounts of the Company and its subsidiaries are translated using the exchange rates at the balance
sheet dates for monetary assets and liabilities, and at the prevailing exchange rates at the time of transactions for
income and expenses. Non-monetary items are translated at the historical exchange rates. Gains or losses resulting
from this translation are included in operating costs.
STOCK-BASED COMPENSATION
The Company offers an equity settled stock option plan to certain employees within the organization pursuant to which
options are granted over a five-year vesting period with a ten-year expiration term. The fair value of each instalment of
an award is determined separately and recognized over the vesting period. When stock options are exercised, any
consideration paid by employees and the related compensation expense recorded as a stock option plan reserve are
credited to share capital.
The Company allocates deferred share units (DSU) to eligible Directors of the Company which are based on the market
value of the Company’s common shares. DSUs are granted on a quarterly basis, vest upon award and entitle Directors
to receive a cash payment for the value of the DSUs they hold following cessation of functions as a Director of the
Company. The Company recognizes an expense in its consolidated statements of earnings and a liability in its
consolidated balance sheets for each grant. The liability and related expense is subsequently re-measured at each
reporting period.
The Company offers performance share units (PSU) to senior management which are based on the market value of
the Company’s common shares. The PSU plan is non-dilutive and is settled in cash. These awards are considered
cash-settled share-based payment awards. A liability is recognized for the employment service received and is
measured initially, on the grant date, at the fair value of the liability. The liability is then subsequently remeasured at
each reporting period with any change in value recorded in net earnings. The compensation expense is recognized
over the three-year performance cycle.
ANNUAL REPORT 2017
- 44 -
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
INCOME TAXES
Income tax expense represents the sum of current and deferred income tax and is recognized in the consolidated
statements of earnings with the exception of items that are recognized in the consolidated statements of comprehensive
income or directly in equity.
Current income taxes are determined in relation to taxable earnings for the year and incorporate any adjustments to
current taxes payable in respect of previous years.
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax
assets and liabilities are determined based on temporary differences between the carrying amount of an asset or liability
in the consolidated balance sheets and its tax basis. They are measured using the enacted or substantively enacted
tax rates that are expected to apply when the asset is realized or the liability is settled. A deferred income tax asset is
recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary
difference can be used.
FINANCIAL INSTRUMENTS
Financial assets and liabilities are initially measured at fair value. Subsequently, financial instruments classified as
financial assets available for sale, held for trading and derivative financial instruments, part of a hedging relationship or
not, continue to be measured at fair value on the balance sheet at each reporting date, whereas other financial
instruments are measured at amortized cost using the effective interest method.
The Company has made the following classifications:
- Cash and cash equivalents are classified as loans and receivables and are measured at amortized cost .
- Receivables are classified as loans and receivables and are measured at amortized cost.
- Other assets that meet the definition of a financial asset are classified as loans and receivables and are initially
measured at fair value and subsequently at amortized cost.
- Bank loans, accounts payable and accrued liabilities, other liabilities and long-term debt are classified as other
liabilities and are measured at amortized cost, with the exception of the liability related to DSUs and PSUs which is
measured at the fair value of common shares on the balance sheet dates.
Certain derivative instruments are utilized by the Company to manage exposure to variations in interest rate payments
and to manage foreign exchange rate risks, including foreign exchange forward contracts, currency swaps and interest
rate swaps. Derivatives are initially recognized at fair value at the date the derivative contracts and currency swaps are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or
loss is immediately recognized in net earnings unless the derivative is designated as a hedging instrument.
HEDGING
The Company designates certain financial instruments as cash flow hedges. At the inception of the hedging relationship,
the Company formally documents its risk management objective, strategy, term, nature of risk being hedged and
identifies both the hedged item and hedging instrument.
For derivatives instruments designated as cash flow hedges, the change in fair value related to the effective portion of
the hedge is recognized in other comprehensive income (loss), and the accumulated amount is presented as a hedging
reserve in the consolidated statement of equity. Any ineffective portion is immediately recognized in net earnings. Gains
or losses from cash flow hedges included in other components of equity are reclassified to net income, when the hedging
instrument has come due or is settled, as an offset to the losses or gains recognized on the underlying hedged items.
The Company formally assesses at inception and quarterly thereafter, the effectiveness of the hedging instruments
ability to offset variations in the cash flow risks associated with the hedged item. Where a hedging relationship is no
longer effective, hedge accounting is discontinued and any subsequent change in the fair value of the hedging
instrument is recognized in net earnings.
JOINT VENTURES
Joint ventures are accounted for using the equity method and represent those entities in which the Company exercises
joint control over and for which it is exposed to variable returns from its involvement in the arrangement. Joint control
is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant
activities require the unanimous consent of the parties sharing control.
ANNUAL REPORT 2017
- 45 -
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
FAIR VALUE HIERARCHY
All financial instruments measured at fair value are categorized into one of three hierarchy levels, described below, for
disclosure purposes. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date.
Each level reflects the inputs used to measure the fair values of assets and liabilities:
Level 1 –Inputs are unadjusted quoted prices of identical instruments in active markets.
Level 2 –Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3 –One or more significant inputs used in a valuation technique are not based on observable market data in
determining fair values of the instruments.
Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available.
The classification of a financial instrument in the hierarchy is based upon the lowest level of input that is significant to the
measurement of fair value.
USE OF ESTIMATES AND JUDGEMENTS IN THE APPLICATION OF ACCOUNTING POLICIES
The preparation of the Company’s financial statements requires Management to make certain judgements and
estimates about transactions and carrying values that are fulfilled at a future date. Judgements and estimates are
subject to fluctuations due to changes in internal and/or external factors and are continuously monitored by
Management. A discussion of the judgements and estimates that could have a material effect on the financial
statements is provided below.
SIGNIFICANT ESTIMATES AND JUDGEMENTS
Income Taxes
The Company is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining
the consolidated provision for income taxes. During the ordinary course of business, there are many transactions and
calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax
audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters
differs from the amounts that were initially recorded, such differences will impact the results for the reporting period and
the respective current income tax and deferred income tax provisions in the reporting period in which such
determination is made.
Deferred Income Taxes
The Company follows the liability method of accounting for deferred income taxes. Deferred income tax assets and
liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable income
in the years in which temporary differences are expected to be recovered or settled. As a result, a projection of taxable
income is required for those years, as well as an assumption of the ultimate recovery or settlement period for temporary
differences. The projection of future taxable income is based on Management’s best estimates and may vary from
actual taxable income. On an annual basis, the Company assesses its need to establish a valuation allowance for its
deferred income tax assets. Canadian, US and international tax rules and regulations are subject to interpretation and
require judgement on the part of the Company that may be challenged by taxation authorities. The Company believes
that it has adequately provided for deferred tax obligations that may result from current facts and circumstances.
Temporary differences and income tax rates could change due to fiscal budget changes and/or changes in income tax
laws.
Goodwill, Intangible Assets and Business Combinations
Goodwill, trademarks and customer relationships have principally arisen as a result of business combinations. The
acquisition method, which also requires significant estimates and judgements, is used to account for these business
combinations. As part of the allocation process in a business combination, estimated fair values are assigned to the
net assets acquired, including trademarks and customer relationships. These estimates are based on forecasts of
future cash flows, estimates of economic fluctuations and an estimated discount rate. The excess of the purchase price
over the estimated fair value of the net assets acquired is then assigned to goodwill. In the event that actual net assets
fair values are different from estimates, the amounts allocated to the net assets, and specifically to trademarks and
customer relationships, could differ from what is currently reported. This would then have a pervasive impact on the
carrying value of goodwill. Differences in estimated fair values would also have an impact on the amortization of definite
life intangibles.
ANNUAL REPORT 2017
- 46 -
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Property, Plant and Equipment
Critical judgement is necessary in the selection and application of accounting policies and useful lives as well as the
determination of which components are significant and how they are allocated. Management has determined that the
use of the straight-line method of amortization is the most appropriate as its facilities are operating at a similar output
potential on a year to year basis, which indicates that production is constant (please refer to the estimated useful lives
table for further details on the useful lives of productive assets). It is Management’s best estimate that the useful lives
and policies adopted adequately reflect the flow of resources and the economic benefits required and derived in the
use and servicing of these long-lived productive assets.
Impairment of Assets
Significant estimates and judgements are required in testing goodwill, intangible assets and other long-lived assets for
impairment. Management uses estimates or exercises judgement in assessing indicators of impairment, defining a
CGU, forecasting future cash flows and in determining other key assumptions such as discount rates and earnings
multipliers used for assessing fair value (less costs of disposal) or value in use. Estimates made for goodwill and
intangible assets can be found in Note 7. Other long-lived assets are tested only when indicators of impairment are
present.
Employee Future Benefits
The Company is the sponsor to both defined benefit and defined contribution plans, which provide pension and other
post-employment benefits to its employees. Several estimates and assumptions are required with regards to the
determination of the defined benefit expense and its related obligation, such as the discount rate used in determining
the carrying value of the obligation and the interest income on plan assets, the expected health care cost trend rate,
the expected mortality rate, expected salary increase, etc. Actual results will normally differ from expectations. These
gains or losses are presented in the consolidated statements of comprehensive income.
EFFECT OF NEW ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS
NOT YET IMPLEMENTED
The International Accounting Standards Board (IASB) made revisions as part of its continuing improvements project.
Below is a summary of the relevant standards affected and a discussion of the amendments.
IAS 7, Statement of Cash Flows
In January 2016, the IASB amended IAS 7 to require further disclosures enabling users of the financial statement to
evaluate changes in liabilities arising from financing activities. To achieve this objective, the IASB requires that the
following changes in liabilities arising from financing activities are disclosed: (i) changes from financing cash flows; (ii)
changes arising from obtaining or losing control of subsidiaries or other businesses; (iii) the effect of changes in foreign
exchange rates; (iv) changes in fair values; and (v) other changes.
This amendment is effective for the annual periods beginning on or after January 1, 2017. Management is currently
evaluating the impact of the adoption of this amendment but no significant impact is expected on the Company’s
financial statements.
IAS 12, Income taxes
In January 2016, the IASB has issued amendments to IAS 12 Income Taxes to provide clarification on the requirements
relating to the recognition of deferred tax assets for unrealized losses on debt instruments measured at fair value.
These amendments are effective for the annual periods beginning on or after January 1, 2017. Management is currently
evaluating the impact of the adoption of the amendments but no significant impact is expected on the Company’s
financial statements.
IFRS 2, Share-Based Payment
In June 2016, the IASB issued an amendment to clarify how to account for certain types of share-based payment
transactions. The amendments provide requirements on the accounting for: the effects of vesting and non-vesting
conditions on the measurement of cash-settled share-based payments, share-based payment transactions with a net
settlement feature for withholding tax obligations and a modification to the terms and conditions of a share-based
payment that changes the classification of the transaction from cash-settled to equity-settled.
This amendment is effective for the annual reporting periods beginning on or after January 1, 2018. Management is
currently assessing the impact of the adoption of this amendment.
ANNUAL REPORT 2017
- 47 -
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
IFRS 9, Financial Instruments
The IASB issued IFRS 9 in November 2009 with the long-term goal of replacing IAS 39, Financial Instruments:
Recognition and Measurement. Since then, an amendment was made in July 2014 relating to the classification of
financial assets and the use of a single impairment model for all financial instruments.
This amendment, along with the adoption of the standard, are effective for annual reporting periods beginning on or
after January 1, 2018. Management is currently evaluating the impact of the adoption of this standard, including the
amendment.
IFRS 15, Revenue from Contracts with Customers
The IASB issued IFRS 15, Revenue from Contracts with Customers with its goal to provide a single comprehensive
model for entities to use in accounting for revenue arising from contracts with customers. This new standard will
supersede current revenue recognition guidance in IAS 18, Revenue, IAS 11, Construction Contracts and IFRIC 13,
Customer Loyalty Programmes.
The objective of this standard is to provide a five-step approach to revenue recognition that includes identifying contracts
with customers, identifying performance obligations, determining transaction prices, allocating transaction prices to
performance obligations and recognizing revenue when performance obligations are satisfied. In certain instances,
transfer of assets that are not related to the entity’s ordinary activities will also be required to follow some of the recognition
and measurement requirements of the new model. The standard also expands current disclosure requirements.
In April 2016, the IASB amended IFRS 15 to comprise clarifications of the guidance on identifying performance obligations,
accounting for licences of intellectual property and the principal versus agent assessment (gross versus net revenue
presentation).
With regards to identifying performance obligations, the amendments clarify how to determine when promises in a
contract are ‘distinct’ goods or services and, therefore, should be accounted for separately. The amendments to
licensing guidance clarify when revenue from a licence of intellectual property should be recognised ‘over time’ and
when it should be recognised at a ‘point in time’. With regards to the principal versus agent assessment, the
amendments clarify that the principal in an arrangement controls a good or service before it is transferred to a customer.
This standard and related amendments are effective for annual reporting periods beginning on or after January 1, 2018.
Management is currently assessing the impact of the adoption of this standard.
IAS 40, Investment Property
In December 2016, the IASB issued an amendment to IAS 40 clarifying when assets are transferred to, or from investment
properties. The amendment clarified that to transfer to, or from, investment properties there must be a change in use. To
conclude if a property has changed use there should be an assessment of whether the property meets the definition. This
change must be supported by evidence. This amendment may be applied prospectively or retrospectively.
This amendment is effective for annual reporting periods beginning on or after January 1, 2018. Management is
currently assessing the impact of the adoption of this amendment.
IFRIC 22, Foreign Currency Transactions and Advance Consideration
In December 2016, the IASB issued IFRIC 22 which provides an interpretation on how to determine the date of the
transaction when applying the standard on foreign currency transactions, IAS 1. The interpretation applies where an
entity pays or receives consideration in advance for foreign currency-denominated contracts. The date of the
transaction determines the exchange rate to be used on initial recognition of the related asset, expense or income. This
Interpretation provides guidance for when a single payment or receipt is made, as well as for situations where multiple
payments or receipts are made and aims to reduce diversity in practice.
This standard is effective for annual reporting periods beginning on or after January 1, 2018. Management is currently
assessing the impact of the adoption of this standard.
IFRS 16, Leases
In January 2016, the IASB published a new standard, IFRS 16, Leases. The new standard will eliminate the distinction
between operating and finance leases and will bring most leases on the balance sheet for lessees. For lessors, the
accounting remains mostly unchanged and the distinction between operating and finance leases is retained.
This standard is effective for annual reporting periods beginning on or after January 1, 2019. Management is currently
assessing the impact of the adoption of this standard.
ANNUAL REPORT 2017
- 48 -
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
IFRS 10, Consolidated Financial Statements & IAS 28, Investments in Associates
The IASB previously issued a narrow-scope amendment to IFRS 10, Consolidated Financial Statements and IAS 28,
Investments in Associates and Joint Ventures to address an acknowledged inconsistency between the requirements in
IFRS 10 and those in IAS 28 when dealing with the sale or contribution of assets between an investor and its associate
or joint venture. The original amendments required a full gain or loss to be recognized where a transaction involved a
business or that a partial gain or loss be recognized when a transaction involved assets that did not constitute a
business.
The effective date for these amendments has been deferred indefinitely. The impact of adoption of these amendments
has not yet been determined.
CONSIDERATIONS FOR THE IMPLEMENTATION OF IFRS 9 AND IFRS 15
IFRS 9 and IFRS 15 are required to be applied for annual reporting periods beginning on or after January 1, 2018. The
Company will not be early adopting IFRS 9 or IFRS 15.
IFRS 9 is applicable retrospectively in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates
and Errors, subject to certain exemptions and exceptions. In general, the main impacts of adopting IFRS 9 are expected
to be on classification and measurement of financial assets, the introduction of a new impairment model based on
expected losses (rather than incurred loss as per IAS 39, Financial Instruments: Recognition and Measurement), hedge
accounting and significant additional disclosure requirements.
IFRS 15 can be applied using one of the following two methods: retrospectively to each prior reporting period presented
in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, or retrospectively with the
cumulative effect of initially applying IFRS 15 recognised at the date of initial application. The Company is currently
evaluating the transition methods prescribed under IFRS 15. The main impacts of adopting IFRS 15 are expected to
be on timing of revenue recognition, on whether the Company is acting as the principal or the agent for the shipping
and handling activities, on the variable consideration to include in the transaction price such as rebates, incentives and
allowances and on consideration on payments made in exchange for a distinct good or service or as a sale incentive,
as well as additional disclosures.
Although the Company has conducted a preliminary assessment of the effects of the application of IFRS 9 and IFRS
15 on the Company’s interim and annual financial statements, it is not possible to make reasonable estimates of the
impacts of the adoption of IFRS 9 and IFRS 15 at this date, as more data needs to be collected. The Company’s current
implementation roadmap extends into the fourth quarter of fiscal 2018; therefore, it will report on progress achieved
over the course of the next financial reporting year.
EFFECT OF NEW ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS
ADOPTED DURING THE YEAR
The following standards were adopted by the Company on April 1, 2016:
IAS 1, Presentation of financial statements
The Company implemented the amendments to IAS 1, “Presentation of Financial Statements”, effective
January 1, 2016. The amendments provide clarifying guidance on materiality and aggregation, the presentation of
subtotals, the structure of financial statements and the disclosure of accounting policies.
This amendment did not impact the Company’s financial statements for the year ended March 31, 2017.
IAS 19, Employee Benefits
IAS 19 has been amended to clarify that in determining the discount rate for post-employment benefit obligations, the
currency of the liability is of importance and not the country in which it arises. Furthermore, where there is no deep
market in high-quality corporate bonds in that currency, government bonds in the relevant currency should be used.
This amendment did not impact the Company’s financial statements for the year ended March 31, 2017.
ANNUAL REPORT 2017
- 49 -
NOTE 4
INVENTORIES
Finished goods
Raw materials, work in progress and supplies
Total
March 31, 2017 March 31, 2016
$
$
$
783.0
389.5
702.6
374.5
1,172.5
$
1,077.1
The amount of inventories recognized as an expense in operating costs for the year ended March 31, 2017 is
$8,876.1 million ($8,849.2 million for the year ended March 31, 2016).
During fiscal 2017, a write-down of $4.1 million ($17.6 million at March 31, 2016) was included as an expense in “Operating
costs excluding depreciation, amortization, acquisition and restructuring costs” under the caption “Changes in inventories
of finished goods and work in process” presented in Note 5.
NOTE 5 OPERATING COSTS EXCLUDING DEPRECIATION, AMORTIZATION,
ACQUISITION AND RESTRUCTURING COSTS
Changes in inventories of finished goods and work in process
Raw materials and consumables used
Foreign exchange gain
Employee benefits expense
Selling costs
Other general and administrative costs
Total
$
$
2017
(99.4) $
7,770.7
(4.3)
1,265.5
322.6
618.0
9,873.1 $
2016
15.9
7,693.1
(3.3)
1,201.7
309.6
600.4
9,817.4
ANNUAL REPORT 2017
- 50 -
NOTE 6 PROPERTY, PLANT AND EQUIPMENT
For the year ended March 31, 2017
Furniture,
machinery
and
Land Buildings
equipment
Rolling
stock
Held for
sale
Cost
As at March 31, 2016
$
Additions
Disposals
Foreign currency adjustments
$
68.2
0.4
(0.2)
0.8
$
818.4
29.5
(4.5)
11.5
$
2,438.0
205.0
(46.7)
42.0
$
17.5
1.8
(2.7)
0.3
As at March 31, 2017
$
69.2
$
854.9
$
2,638.3
$
16.9
$
Accumulated depreciation
As at March 31, 2016
Depreciation
Disposals
Foreign currency adjustments
As at March 31, 2017
Net book value at March 31, 2017
$
$
-
-
-
-
-
256.3
34.3
(3.5)
3.4
991.7
153.4
(45.4)
16.2
$
290.5
$
1,115.9
$
69.2
$
564.4
$
1,522.4
$
8.1
1.7
(2.5)
0.1
7.4
$
9.5
$
-
-
-
-
-
-
-
-
-
-
-
$
Total
3,342.1
236.7
(54.1)
54.6
$
3,579.3
1,256.1
189.4
(51.4)
19.7
1,413.8
2,165.5
$
$
For the year ended March 31, 2016
Furniture,
machinery
and
Land
Buildings
equipment
Rolling
stock
Held for
sale
Cost
As at March 31, 2015
$
Business acquisitions (Note 16)
Additions
Disposals
Transfers¹
Foreign currency adjustments
$
65.7
1.0
0.2
-
0.5
0.8
$
756.6
13.9
41.1
(1.1)
3.9
4.0
$
2,295.0
18.4
140.5
(18.2)
-
2.3
$
16.5
-
1.7
(0.9)
-
0.2
As at March 31, 2016
$
68.2
$
818.4
$
2,438.0
$
17.5
$
$
12.5
-
-
(12.5)
-
-
-
Total
3,146.3
33.3
183.5
(32.7)
4.4
7.3
$
3,342.1
Accumulated depreciation
As at March 31, 2015
Depreciation
Disposals
Impairment
Foreign currency adjustments
As at March 31, 2016
$
-
-
-
-
-
-
215.7
33.7
(1.1)
6.4
1.6
842.9
146.2
(17.5)
17.7
2.4
5.6
1.7
(0.8)
1.6
-
9.0
-
(9.0)
-
-
1,073.2
181.6
(28.4)
25.7
4.0
$
256.3
$
991.7
$
8.1
$
-
$
1,256.1
Net book value at March 31, 2016
2,086.0
1 Transfers from other assets to property, plant and equipment following the acquisition of the everyday cheese business of Lion-Dairy & Drinks Pty Ltd
1,446.3
562.1
68.2
9.4
$
$
$
$
$
$
-
(EDC Acquisition).
The net book value of property, plant and equipment under construction amounts to $190.6 million as at March 31, 2017
($84.5 million as at March 31, 2016), and consists mainly of machinery and equipment.
There are no assets held for sale as of March 31, 2017 and 2016.
ANNUAL REPORT 2017
- 51 -
NOTE 7 GOODWILL AND INTANGIBLE ASSETS
The Company reports its operations under three geographic sectors. The Canada Sector consists of Dairy Division
(Canada). The USA Sector includes Cheese Division (USA) and Dairy Foods Division (USA). Finally, the International
Sector combines Dairy Division (Argentina), Dairy Division (Australia) and the Dairy Ingredients Division. The Dairy
Ingredients Division includes national and export ingredient sales and cheese export sales from the North American
divisions.
Indefinite Life
Definite Life
For the year ended March 31, 2017
Goodwill
Trademarks
Customer
relationships1
Software2
Total Intangible
Assets
Cost
As at March 31, 2016
Additions
Foreign currency adjustments
$
$
2,194.1
-
46.4
As at March 31, 2017
$
2,240.5
$
Accumulated Amortization
As at March 31, 2016
Amortization
Foreign currency adjustments
As at March 31, 2017
$
-
-
-
-
351.9 $
-
2.8
354.7 $
-
-
-
$
255.8
-
4.3
$
48.6
84.7
2.6
260.1
$
135.9
$
69.3
16.7
1.2
-
1.2
-
656.3
84.7
9.7
750.7
69.3
17.9
1.2
88.4
$
- $
87.2
$
1.2
$
Net book value at March 31, 2017 $
2,240.5
$
354.7 $
172.9
$
134.7
$
662.3
Indefinite Life
Definite Life
For the year ended March 31, 2016
Goodwill
Trademarks
Customer
relationships1
Software2
Total Intangible
Assets
Cost
As at March 31, 2015
$
Business acquisitions (Note 16)
Additions
Foreign currency adjustments
$
2,125.0
30.5
-
38.6
As at March 31, 2016
$
2,194.1
$
Accumulated Amortization
As at March 31, 2015
Amortization
Foreign currency adjustments
As at March 31, 2016
$
-
-
-
-
317.9 $
31.4
-
2.6
351.9 $
-
-
-
$
- $
Net book value at March 31, 2016 $
2,194.1
$
351.9 $
1 Customer relationships are amortized straight-line over a period of 15 years.
2 None of the additions were internally generated.
IMPAIRMENT TESTING OF CASH-GENERATING UNITS
$
240.2
11.1
-
4.5
$
-
-
48.3
0.3
255.8
$
48.6
$
51.8
17.0
0.5
69.3
$
186.5
$
-
-
-
-
$
48.6
$
558.1
42.5
48.3
7.4
656.3
51.8
17.0
0.5
69.3
587.0
Goodwill
In determining whether goodwill is impaired, the Company is required to estimate the recoverable amount of CGUs or
groups of CGUs to which goodwill is allocated. Management considers the sectors below to be CGUs or groups of
CGUs as they represent the lowest levels at which goodwill is monitored for internal management purposes.
ANNUAL REPORT 2017
- 52 -
NOTE 7 GOODWILL AND INTANGIBLE ASSETS (CONT’D)
Goodwill has been allocated to each CGU or group of CGUs as follows:
Allocation of goodwill
Canada
USA
Cheese Division (USA)
Dairy Foods Division (USA)
International
Dairy Division (Australia)
Dairy Division (Argentina)
Dairy Ingredients Division
March 31, 2017
323.2 $
March 31, 2016
323.2
1,038.1
613.6
224.9
10.2
30.5
2,240.5 $
1,015.7
594.9
221.9
9.6
28.8
2,194.1
$
$
Recoverable amounts for Dairy Division (Canada), Cheese Division (USA), Dairy Foods Division (USA) and Dairy
Ingredients Division have been estimated using an earnings multiplier valuation model (fair value less costs of
disposal).The key assumptions used in these models consist mainly of earnings multipliers for market comparables
that are applied to the results of each CGU or group of CGUs tested.
Recoverable amounts for Dairy Division (Australia) and Dairy Division (Argentina) have been estimated using a
discounted cash flow (value in use) model based on the following key assumptions:
• Cash flows: Cash flow forecasts for a given CGU are based on earnings before interest, income taxes,
depreciation and amortization and are adjusted for a terminal growth rate and income tax rates. The cash flow
forecast does not exceed a period of five years with a terminal value calculated as a perpetuity in the final year.
Terminal growth rate: Management uses a terminal growth rate to adjust its forecasted cash flows based on
expected increases in inflation and revenue for the CGU.
•
• Discount rate: Cash flows are discounted using pre-tax discount rates.
The Company performed its annual impairment test and in all cases the recoverable amounts exceeded their respective
carrying values including goodwill.
Trademarks
Trademarks are included in the following CGU or group of CGUs:
Allocation of trademarks
Neilson – Dairy Division (Canada)
Other
March 31, 2017
223.2 $
131.5
354.7 $
March 31, 2016
223.2
128.7
351.9
$
$
For purposes of trademarks impairment testing, recoverable amounts of the CGU or group of CGUs to which they
belong have been estimated using discounted cash flows (value in use) based on the following key assumptions:
• Cash flows: Cash flow forecasts for a given trademark are based on earnings before interest, income taxes,
depreciation and amortization and are adjusted for a terminal growth rate and income tax rates. The cash flow
forecast does not exceed a period of five years with a terminal value calculated as a perpetuity in the final year.
Terminal growth rate: Management uses a terminal growth rate to adjust its forecasted cash flows based on
expected increases in inflation and revenue for the products under trademark.
•
• Discount rate: Cash flows are discounted using pre-tax discount rates.
The Company tested its trademarks for impairment using value in use (discounted cash flows) to establish recoverable
amounts. The recoverable amounts for each trademark and other intangibles not subject to amortization were then
compared to their carrying values. In all circumstances, the recoverable amounts exceeded carrying values and
therefore no impairment losses were necessary. For definite life intangibles subject to amortization, no indicators of
impairment were present for fiscal 2017.
ANNUAL REPORT 2017
- 53 -
NOTE 8 OTHER ASSETS
Taxes receivable
Joint ventures
Other
March 31, 2017
March 31, 2016
$
$
$
4.4
50.8
44.5
99.7
$
6.9
48.8
50.8
106.5
The Company has two joint ventures in Australia, for which it holds a 50% and 49% interest, respectively. In both joint
ventures, the terms of the contracts require unanimous consent of all parties in order to direct the significant operations
of the ventures. The joint ventures have a June 30th year end and are accounted for under the equity method. The
Company recognized $11.4 million in net earnings, representing its share of earnings in the joint ventures for the year
ended March 31, 2017 ($6.7 million for the year ended March 31, 2016). Dividends received from the joint ventures
amounted to $10.3 million for the year ended March 31, 2017 ($2.4 million for the year ended March 31, 2016).
NOTE 9 BANK LOANS
The Company has available bank credit facilities providing for unsecured bank loans as follows:
Credit Facilities
North America-USA
North America-Canada
Argentina
Argentina
Australia
Australia
Maturity
December 20211
December 20211
Yearly2
Yearly3
Yearly4
Yearly5
Available for use
Amount drawn
Canadian
Currency
Equivalent
266.4
399.5
135.8
100.5
25.4
99.9
1,027.5
Base Currency
March 31, 2017
March 31, 2016
$
200.0 USD
300.0 USD
102.0 USD
1,160.0 ARS
25.0 AUD
75.0 USD
$
-
-
46.2
23.9
-
23.7
-
-
50.0
13.7
84.6
29.9
$
93.8
$
178.2
1 Bears monthly interest at rates ranging from lender’s prime rates plus a maximum of 1% or LIBOR or banker’s acceptance rate plus 0.85% up to a
maximum of 2% depending on the Company credit ratings.
2 Bear monthly interest at local rate and can be drawn in USD.
3 Bear monthly interest at local rate and can be drawn in ARS.
4 Bear monthly interest at Australian Bank Bill Rate plus 0.85%.
5 Bear monthly interest at LIBOR or Australian Bank Bill Rate plus 0.75% and can be drawn in AUD or USD.
ANNUAL REPORT 2017
- 54 -
NOTE 10
LONG-TERM DEBT
Unsecured bank term loan facilities
Obtained October 2013 and due in December 2019 ($500 million)1
Obtained December 2012 and due in December 2019 ($850 million)2
Obtained May 2015 and due in May 2018 (AUD$140 million) 3
Unsecured senior notes4
5.82%, issued in June 2009 and due in June 2016
2.65%, issued in November 2014 and due in November 2019 (Series 1)
2.20%, issued in June 2016 and due in June 2021 (Series 2)
2.83%, issued in November 2016 and due in November 2023 (Series 3)
Current portion
Principal repayments are as follows:
Less than 1 year
1-2 years
2-3 years
3-4 years
4-5 years
More than 5 years
March 31, 2017
March 31, 2016
$
$
$
$
$
-
600.0
-
-
300.0
300.0
300.0
1,500.0
-
$
1,500.0
$
$
-
-
900.0
-
300.0
300.0
$
1,500.0
$
212.5
600.0
120.7
220.0
300.0
-
-
1,453.2
244.9
1,208.3
244.9
24.9
70.9
1,112.5
-
-
1,453.2
1 Bears monthly interest at rates ranging from lender’s prime plus a maximum of 1%, or bankers’ acceptance rates plus 0.85% up to a maximum of 2%,
depending on the Company credit ratings.
2 Bears monthly interest at rates ranging from lender’s prime plus a maximum of 1% or LIBOR or bankers’ acceptance rates plus 0.85% up to a
maximum of 2%, depending on the Company credit ratings, and can be drawn in CAD or USD. Effective February 4, 2013, the Company entered into
an interest rate swap to fix its rate, which matured on December 30, 2016. As at March 31, 2016 interest rate on $562.5 million of the facility was fixed
at 1.58% plus appropriate spread. As at March, 31 2017, US$452.9 million was drawn and its foreign currency risk was offset with a cross currency
swap.
3 Bears monthly interest at Australian Bank Bill rate plus 0.85%.
4
Interest payments are semi-annual.
On December 6, 2016, the Company renewed its medium term note program and filed a short form base shelf prospectus
qualifying an offering of unsecured senior notes for distribution to the public over a 25-month period.
On November 21, 2016, the Company issued $300.0 million Series 3 medium term notes pursuant to its medium term
note program with an annual interest rate of 2.83% payable in equal semi-annual instalments, maturing on
November 21, 2023.
On June 23, 2016, the Company issued $300.0 million Series 2 medium term notes pursuant to its medium term note
program with an annual interest rate of 2.20% payable in equal semi-annual instalments, maturing on June 23, 2021.
ANNUAL REPORT 2017
- 55 -
NOTE 11 OTHER LIABILITIES
Employee benefits (Note 17)
Derivative financial liabilities (Note 20)
Performance share unit liabilities and related fringe benefits
Other
NOTE 12
SHARE CAPITAL
March 31, 2017
March 31, 2016
$
38.8 $
4.5
21.3
4.3
$
68.9
$
31.2
-
20.2
10.4
61.8
AUTHORIZED
The authorized share capital of the Company consists of an unlimited number of common and preferred shares. The
common shares are voting and participating. The preferred shares may be issued in one or more series, the terms and
privileges of each series to be determined at the time of their issuance.
ISSUED
386,234,311 common shares (392,520,687 common shares in 2016)
$
871.1 $
821.0
March 31, 2017
March 31, 2016
2,898,704 common shares (2,995,638 in 2016) were issued during the year ended March 31, 2017 for an amount of
$57.6 million ($49.9 million in 2016) pursuant to the share option plan. For the year ended March 31, 2017, the amount
transferred from stock option plan reserve was $12.7 million ($10.8 million in 2016).
Pursuant to the normal course issuer bid which began on November 17, 2015, and expired on November 16, 2016, the
Company was authorized to repurchase for cancellation up to 19,547,976 of its common shares. Under the normal course
issuer bid that became effective on November 17, 2016, and expiring on November 16, 2017, as amended, the Company
is authorized to repurchase, for cancellation purposes, up to 12,000,000 of its common shares. During the year ended
March 31, 2017, the Company repurchased 9,185,080 common shares, at prices ranging from $35.74 to $48.71 per share,
relating to the normal course issuer bids. The excess of the purchase price over the carrying value of the shares in the
amount of $383.9 million was charged to retained earnings.
SHARE OPTION PLAN
The Company has an equity settled share option plan to allow for the purchase of common shares by key employees and
officers of the Company. The total number of common shares which may be issued pursuant to this plan as at
March 31, 2017 cannot exceed 26,386,679 common shares. As at March 31, 2017, 8,536,665 common shares are
issuable under this plan in addition to the 17,850,014 common shares underlying options outstanding. Options may be
exercised at a price not less than the weighted average market price for the five trading days immediately preceding the
date of grant. The options vest at 20% per year and expire ten years from the grant date.
ANNUAL REPORT 2017
- 56 -
NOTE 12
SHARE CAPITAL (CONT’D)
Options issued and outstanding as at year end are as follows:
Granting
period
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
Exercise
price
$ 11.55
$ 13.91
$ 10.70
$ 14.66
$ 21.61
$ 21.48
$ 25.55
$ 27.74
$ 35.08
$ 41.40
March 31, 2017
March 31, 2016
Number of
options
Number of exercisable
options
Number of
options
Number of exercisable
options
3,668
423,697
800,662
939,584
942,295
1,981,526
2,521,165
3,149,368
2,981,402
4,106,647
17,850,014
3,668
423,697
800,662
939,584
942,295
1,364,064
1,237,025
1,016,224
526,006
-
7,253,225
435,208
668,138
1,012,588
1,157,511
1,332,346
2,560,580
3,012,835
3,567,457
3,157,161
-
16,903,824
435,208
668,138
1,012,588
1,157,511
927,154
1,265,506
993,423
597,373
-
-
7,056,901
Changes in the number of outstanding options are as follows:
Balance, beginning of year
Options granted
Options exercised
Options cancelled
Balance, end of year
2017
2016
Number of
options
16,903,824
4,218,934
(2,898,704)
(374,040)
Weighted
average
exercise
price
$ 24.41
$ 41.40
$ 19.87
$ 32.30
Number of
options
17,081,469
3,280,395
(2,995,638)
(462,402)
Weighted
average
exercise
price
$ 21.09
$ 35.08
$ 16.66
$ 27.75
17,850,014
$ 29.00
16,903,824
$ 24.41
The exercise price of the options granted in fiscal 2017 is $41.40, which corresponds to the weighted average market
price for the five trading days immediately preceding the date of grant ($35.08 in fiscal 2016).
The weighted average fair value of options granted in fiscal 2017 was estimated at $6.94 per option ($6.02 in fiscal 2016),
using the Black Scholes option pricing model with the following assumptions:
Weighted average:
Risk-free interest rate
Expected life of options
Volatility1
Dividend rate
March 31, 2017
March 31, 2016
0.81%
5.4 years
20.01%
1.34%
0.80%
5.3 years
21.19%
1.53%
1 The expected volatility is based on the historic share price volatility over a period similar to the life of the options.
A compensation expense of $22.0 million ($18.7 million net of taxes) relating to stock options was recorded in the
statement of earnings for the year ended March 31, 2017 and $17.7 million ($15.1 million net of taxes) was recorded for
the year ended March 31, 2016.
Options to purchase 3,908,023 common shares at a price of $46.29 per share were granted on April 1, 2017.
ANNUAL REPORT 2017
- 57 -
NOTE 12
SHARE CAPITAL (CONT’D)
DEFERRED SHARE UNIT PLAN FOR DIRECTORS
In accordance with the DSU plan, all eligible Directors of the Company are allocated annually a fixed amount of DSUs
which are granted on a quarterly basis. Additionally, Directors receive quarterly remuneration either in cash or in DSUs, at
the choice of each Director. If a Director elects to receive DSUs, the number of DSUs varies as it is based on the market
value of the Company’s common shares. When they cease to be a Director of the Company, a cash payment equal to the
market value of the accumulated DSUs will be disbursed. The liability relating to these units is adjusted by taking the
number of units outstanding multiplied by the market value of common shares at the Company’s year-end. The Company
includes the cost of the DSU plan in “Operating costs excluding depreciation, amortization, acquisition and restructuring
costs”.
Balance, beginning of year
Annual grant
Board compensation
Payment to directors
Variation due to change in stock price
Balance, end of year
2017
2016
Units
374,956
34,425
19,289
(60,752)
-
367,918
Liability
$
16.3
1.5
0.9
(2.6)
1.5
Units
418,757
34,780
19,922
(98,503)
-
$
17.6
374,956
Liability
$ 15.2
1.2
0.6
(3.2)
2.5
$ 16.3
The Company enters into equity forward contracts in order to mitigate the compensation costs associated with its DSU
plan. As at March 31, 2017, the Company had equity forward contracts on 320,000 Saputo Inc. common shares (320,000
as of March 31, 2016) with a notional value of $14.6 million ($11.7 million as of March 31, 2016). The net compensation
expense related to the DSU plan was $2.8 million for the year ended March 31, 2017 ($2.9 million for March 31, 2016),
including the effect of the equity forward contracts.
PERFORMANCE SHARE UNIT PLAN
The Company offers senior management a performance share unit (PSU) plan to form part of long-term incentive
compensation, together with other plans discussed within this report. The PSU plan is non-dilutive and is settled in cash
only. Under the PSU plan, each performance cycle shall consist of three fiscal years of the Company. At the time of the
grant of a PSU, the Company determines the performance criteria which must be met. Following completion of a three-
year performance cycle, the PSUs for which the performance criteria have been achieved will vest and the value that will
be paid out is the price of the common shares at such time, multiplied by the number of PSUs for which the performance
criteria have been achieved. The amount potentially payable to eligible employees is recognized as a payable and is
revised at each reporting period. The expense is included in employee benefits under the “Operating costs excluding
depreciation, amortization, acquisition and restructuring costs” caption.
Balance, beginning of year
Annual grant
Cancelled
Payment
Variation due to change in stock price
Balance, end of year
2017
2016
Units
705,721
255,975
(15,738)
(131,387)
-
814,571
Liability
23.4
$
6.9
(0.6)
(5.2)
6.8
$
31.3
Units
560,996
280,930
(16,734)
(119,471)
-
705,721
Liability
$ 14.9
6.9
(0.5)
(3.8)
5.9
$ 23.4
On April 1, 2017, 263,637 PSUs were granted at a price of $46.29 per unit ($41.40 in 2016).
The Company enters into equity forward contracts in order to mitigate the compensation costs associated with its PSU
plan. As at March 31, 2017, the Company had equity forward contracts on 700,000 Saputo Inc. common shares (700,000
as of March 31, 2016) with a notional value of $27.1 million ($25.4 million as of March 31, 2016). The net compensation
expense related to PSUs was $10.0 million for the year ended March 31, 2017 ($6.6 million for the year ended
March 31, 2016), including the effect of the equity forward contracts.
ANNUAL REPORT 2017
- 58 -
NOTE 13 OTHER FINANCIAL CHARGES
Finance costs
Finance income
NOTE 14
INCOME TAXES
Income tax expense is comprised of the following:
Current tax expense
Deferred tax expense
Income tax expense
$
$
$
$
2017
8.0 $
(3.0)
5.0
$
2016
27.5
(5.4)
22.1
2017
264.9 $
44.3
309.2
$
2016
227.2
42.3
269.5
RECONCILIATION OF THE EFFECTIVE TAX RATE
The effective income tax rate was 29.7% in 2017 (30.9% in 2016). The Company’s income tax expense differs from the
one calculated by applying Canadian statutory rates for the following reasons:
Earnings before tax
Income taxes, calculated using Canadian statutory
income tax rates of 26.6% (26.3% in 2016)
Adjustments resulting from the following:
Effect of tax rates for foreign subsidiaries and other deductions
Changes in tax laws and rates
Benefit arising from investment in subsidiaries
Manufacturing and processing deduction
Stock-based compensation
Recognition of previously unrecognized deferred tax assets
Unrecognized current year tax losses
Adjustments in respect of prior years
Other
$
2017
1,040.3 $
276.2
66.4
-
(14.3)
(13.4)
3.6
(8.3)
-
(2.2)
1.2
2016
870.9
229.3
63.2
(2.1)
(14.3)
(14.1)
2.9
-
3.5
(3.7)
4.8
Income tax expense
$
309.2
$
269.5
During the year, as a result of an increase in the Canadian corporation tax rate, the statutory tax rate has increased by
approximately 0.3%.
INCOME TAX RECOGNIZED IN OTHER COMPREHENSIVE INCOME
Income tax on items recognized in other comprehensive income (loss) in 2017 and 2016 were as follows:
Deferred tax benefit (expense) on actuarial losses (gains)
on employee benefit obligations
Deferred tax benefit (expense) on cash flow hedge losses (gains)
Total income tax recognized in other comprehensive income
INCOME TAX RECOGNIZED IN EQUITY
Income tax on items recognized in equity in 2017 and 2016 were as follows:
2017
2016
$
$
1.4 $
0.6
2.0
$
(2.3)
(1.5)
(3.8)
Excess tax benefit that results from the excess of the deductible
amount over the stock-based compensation recognized in net earnings
Total income tax recognized in equity
2017
2016
$
$
6.5
$
6.5
$
5.6
5.6
ANNUAL REPORT 2017
- 59 -
NOTE 14
INCOME TAXES (CONT’D)
CURRENT TAX ASSETS AND LIABILITIES
Income taxes receivable
Income taxes payable
Income taxes payable (net)
DEFERRED TAX BALANCES
Deferred tax assets
Deferred tax liabilities
Deferred tax liabilities (net)
$
$
$
$
2017
$
15.0
(91.3)
(76.3) $
$
2017
48.1
(511.4)
(463.3) $
2016
4.7
(37.1)
(32.4)
2016
22.9
(475.6)
(452.7)
DEFERRED TAX ASSETS AND LIABILITIES
The movement of deferred tax assets and liabilities are shown below:
Deferred tax asset
Deferred tax liabilities
Accounts
payable and
accrued
liabilities
Income
tax
losses
Net
assets of
pension
plans
Total
Inventories
Property,
plant and
equipment
Other
Total
For the year ended March 31, 2017
$
50.4
$
7.2
$
7.4
$
65.0
$
11.8
$
327.0
$
178.9
$
517.7
5.7
-
-
0.7
8.8
-
-
(0.6)
1.0
1.4
-
0.1
15.5
3.7
12.0
44.1
59.8
1.4
-
0.2
-
-
(0.6)
(0.6)
(7.4)
0.4
(22.1)
6.8
(10.7)
1.5
(40.2)
8.7
Balance, beginning of the
year
Charged/credited to net
earnings
Charged/credited to other
comprehensive income
Deferred tax asset recognized
to equity
Translation and other
Balance, end of the year
$
56.8
$
15.4
$
9.9
$
82.1
$
8.5
$
323.7
$
213.2
$
545.4
Deferred tax asset
Deferred tax liabilities
Accounts
payable and
accrued
liabilities
Income
tax losses
Net
assets of
pension
plans
Total
Inventories
Property,
plant and
equipment
Other
Total
For the year ended March 31, 2016
$
43.6 $
-
$
12.0
$
55.6 $
17.6
$
300.6
$
125.0
$
443.2
8.3
7.9
(2.3)
13.9
(5.9)
17.3
44.8
56.2
-
1.2
(2.7)
-
1.6
(2.3)
(2.3)
-
-
(2.3)
2.8
(5.0)
-
-
0.1
-
3.3
5.8
1.5
4.7
2.9
1.5
8.0
8.8
Balance, beginning
of the year
Charged/credited to net
earnings
Charged/credited to other
comprehensive income
Acquisitions
Translation and other
Balance, end of the year
$
50.4
$
7.2
$
7.4
$
65.0
$
11.8
$
327.0
$
178.9
$
517.7
ANNUAL REPORT 2017
- 60 -
NOTE 15
EARNINGS PER SHARE
Net earnings
Non-controlling interest
Net earnings attributable to shareholders of Saputo Inc.
Weighted average number of common shares outstanding
Dilutive options
Weighted average diluted number of common shares outstanding
Basic earnings per share
Diluted earnings per share
$
$
2017
731.1 $
3.3
727.8 $
2016
601.4
0.3
601.1
390,972,159
5,053,793
392,579,171
5,192,621
396,025,952
397,771,792
$
$
1.86 $
1.84 $
1.53
1.51
When calculating diluted earnings per share for the year ended March 31, 2017, no options (3,157,161 options for the
year ended March 31, 2016) were excluded from the calculation because their exercise price is higher than the average
market value for the year.
Shares purchased under the normal course issuer bid were excluded from the calculation of earnings per share as of
the date of purchase.
NOTE 16 BUSINESS ACQUISITIONS
WOOLWICH DAIRY
On October 5, 2015, the Company acquired a 100% ownership interest, on a debt-free basis, in the companies forming
Woolwich Dairy (Woolwich). Woolwich generates annual revenues of approximately $70.0 million and employs
approximately 190 people.
Woolwich produces, distributes, markets and sells goat cheese in Canada and the USA. Woolwich operations were
comprised of three manufacturing facilities (in Québec and in Ontario, Canada and in Wisconsin, USA), as well as a
distribution center (in Ontario, Canada). Woolwich is a leading manufacturer of branded and private label goat cheese
for the North American market. Its brands include Woolwich Dairy, Chevrai and Wholesome Goat.
The transaction enabled the Company to increase its presence in the specialty cheese category in North America.
The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the fair values
presented below:
Assets acquired
Liabilities assumed
Net assets acquired and total consideration paid
Cash
Receivables
Inventories
Prepaid expenses and other assets
Property, plant and equipment
Goodwill
Intangible Assets
Deferred income taxes
Bank loans
Accounts payable and accrued liabilities
Deferred income taxes
$
2016
Woolwich Dairy
0.8
6.0
16.7
0.2
25.0
30.5
17.4
1.0
(0.1)
(7.7)
(7.3)
$
82.5
Recognized goodwill reflects the value assigned to expected future synergies and an assembled workforce within
the Dairy Division (Canada) and Cheese Division (USA) CGUs.
ANNUAL REPORT 2017
- 61 -
NOTE 16 BUSINESS ACQUISITIONS (CONT’D)
EVERYDAY CHEESE BUSINESS OF LION-DAIRY & DRINKS PTY LTD
On May 25, 2015, Warrnambool Cheese and Butter Factory Company Holdings Limited (WCB) (Dairy Division
(Australia)) completed the EDC Acquisition based in Victoria, Australia. The EDC Acquisition generates annual sales
of approximately $156.0 million and employs approximately 170 people.
The EDC Acquisition operations include cutting and wrapping, distribution, sales & marketing and intellectual property
associated with the COON, Cracker Barrel (trademark used under licence), Mil Lel and Fred Walker brands.
The transaction enabled WCB to increase its presence in consumer branded everyday cheese products segment in
Australia with strong market positions in this segment.
The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the fair values
presented below:
Assets acquired
Liabilities assumed
Net assets acquired and total consideration paid
2016
Everyday Cheese Business of Lion-Dairy & Drinks Pty Ltd.
Inventories
Receivables
Property, plant and equipment
Intangible Assets
Deferred income taxes
Accounts payable and accrued liabilities
$
92.4
9.2
8.3
25.1
1.1
(3.7)
$
132.4
Recognized goodwill reflects the value assigned to expected future synergies and an assembled workforce within the
International Sector.
NOTE 17
EMPLOYEE POST-EMPLOYMENT BENEFITS PLANS
The Company sponsors various post-employment benefit plans. These include pension plans, both defined contribution
and defined benefit plans, and other post-employment benefits. Post-employment benefit plans are classified as either
defined contribution plans or defined benefit plans.
DEFINED CONTRIBUTION PLANS
The Company offers and participates in defined contribution pension plans of which 98% of its active employees are
members. The net pension expense under these types of plans is generally equal to the contributions made by the
employer and constitutes an expense for the year in which they are due. For fiscal 2017, the defined contribution
expenses for the Company amounted to $45.7 million compared to $42.2 million for fiscal 2016. The Company expects
to contribute approximately $47.1 million to its defined contribution plans in 2018.
DEFINED BENEFIT PLANS
The Company participates in defined benefit pension plans in which the remaining active employees are members. Under
the terms of the defined benefit pension plans, pensions are based on years of service and the retirement benefits are
equal to 2% of the average eligible earnings of the last employment years multiplied by years of credited service.
The registered pension plans must comply with statutory funding requirements in the province or state in which they
are registered. Funding valuations are required on an annual or triennial basis, depending on the jurisdiction, and
employer contributions must include amortization payments for any deficit, over a period of 5 to 15 years. Contribution
holidays are allowed and subject to certain thresholds. Other non-registered pension plans and benefits other than
pension are not subject to any minimum funding requirements.
The cost of these pension benefits earned by employees is actuarially determined using the projected benefits method
prorated on services and using a discount rate based on high quality corporate bonds and Management’s assumptions
bearing on, among other things, rates of compensation increase and retirement age of employees. All of these
estimates and assessments are formulated with the help of external consultants. The plan assets and benefit
obligations were valued as at March 31 with the assistance of the Company’s external actuaries. The Company also
offers complementary retirement benefits programs, such as health insurance, life insurance and dental plans to eligible
employees and retired employees. The Company expects to contribute approximately $4.9 million to its defined benefit
plans in 2018. The Company’s net liability for post-employment benefit plans comprises the following:
ANNUAL REPORT 2017
- 62 -
NOTE 17
EMPLOYEE POST-EMPLOYMENT BENEFITS PLANS (CONT’D)
Present value of funded obligation
Fair value of assets
Present value of net obligations for funded plans
Present value of unfunded obligations
Present value of net obligations
Asset ceiling test
Accrued pension/benefit cost as at March 31
$
March 31, 2017
70.4
64.9
$
5.5
32.4
37.9
0.9
38.8
Employee benefit amounts on the balance sheet as net liability
$
38.8
$
The changes in the present value of the defined benefit obligations are as follows:
Defined benefit obligation, beginning of year
Current service costs
Interest cost
Actuarial losses (gains) from change in experience
Actuarial losses (gains) from change in economic assumptions
Actuarial losses (gains) from change in demographic assumptions
Effects of settlement1
Exchange differences
Benefits paid
$
$
March 31, 2017
87.6
5.8
3.6
0.6
5.1
2.1
-
0.3
(2.3)
Defined benefit obligation, end of year
$
102.8
$
The changes in the fair value of plan assets are as follows:
March 31, 2016
62.6
57.1
5.5
25.0
30.5
0.7
31.2
31.2
March 31, 2016
99.6
6.2
3.4
(0.1)
(11.3)
-
(8.2)
0.5
(2.5)
87.6
$
March 31, 2017
57.1
2.4
3.6
(0.3)
4.4
-
-
(2.3)
64.9
March 31, 2016
63.5
2.1
(3.4)
(0.4)
4.8
(7.4)
0.4
(2.5)
57.1
$
$
$
Fair value of plan assets, beginning of year
Interest income on plan assets
Return on plan assets, excluding interest income
Administration costs
Contributions by employer
Effects of settlement1
Exchange differences
Benefits paid
Fair value of plan assets, end of year
1 Annuities were purchased to release the plan from its liability with regards to retirees.
ANNUAL REPORT 2017
- 63 -
NOTE 17
EMPLOYEE POST-EMPLOYMENT BENEFITS PLANS (CONT’D)
Actual return on plans assets amounted to a gain of $5.6 million in fiscal 2017 compared to a loss of $1.7 million in
fiscal year 2016.
The fair value of plan assets, which do not include assets of the Company, consist of the following:
Bonds
Equity instruments
Cash and short–term investments
March 31, 201 7
March 31, 2016
50 %
43 %
7 %
100 %
55 %
40 %
5 %
100 %
The expenses recognized below are included in "Operating costs excluding depreciation, amortization, acquisition,
restructuring, and other costs" within employee benefits expense (refer to Note 5) and are detailed as follows:
March 31, 2017
March 31, 2016
Employer current service cost
$
5.8
$
Effect of settlement
Administration costs
Interest costs
Interest income on plan assets
Defined benefits plans expense
-
0.3
3.6
(2.4)
$
7.3
$
6.2
(0.8)
0.4
3.3
(2.1)
7.0
The Company recognizes actuarial gains and losses in the period in which they occur, for all its defined benefit plans.
These actuarial gains and losses are recognized in other comprehensive income and are presented below:
$
March 31, 2017
(4.3)
(0.2)
(4.5)
$
March 31, 2016
$
$
7.9
0.9
8.8
Net gains (losses) during the year
Effect of the asset ceiling test
Amount recognized in other comprehensive income
ANNUAL REPORT 2017
- 64 -
NOTE 17
EMPLOYEE POST-EMPLOYMENT BENEFITS PLANS (CONT’D)
Weighted average assumptions used in computing the benefit obligations at the balance sheet date are as follows:
Discount rate
Duration of the obligation
Future salary increases
Mortality table
March 31, 2017
3.77 %
18.58
3.00 %
March 31, 2016
4.10 %
18.40
3.00 %
2014 Private Sector Canadian
Pensioners’ Mortality Table, projected
generationally using Scale CPM-B
2014 Private Sector Canadian
Pensioners’ Mortality Table, projected
generationally using Scale CPM-B
The impact of an increase and a decrease of 1% on the discount rate would be $14.8 million and $18.8 million
respectively. Also, an increase or a decrease of 1% on the future salary assumptions would be approximately
$4.5 million on the obligation and a 10% increase in life expectancy would represent approximately $1.8 million.
Weighted average assumptions used in computing the net periodic pension cost for the year are as follows:
Discount rate
Future salary increases
Mortality table
March 31, 2017
4.10 %
3.00 %
March 31, 2016
3.44 %
3.00 %
2014 Private Sector Canadian
Pensioners’ Mortality Table, projected
generationally using Scale CPM-B
2014 Private Sector Canadian
Pensioners’ Mortality Table, projected
generationally using Scale CPM-B
For measurement purposes, a 3.0% (3.5% in 2016) to 7.0% annual rate of increase was used for health, life insurance
and dental plan costs for the fiscal years 2017 and 2016.
Assumed medical cost trend rates have an effect on the amounts recognized in profit or loss. A one percentage point
change in the assumed medical cost trend rates would have marginal impact on cost and obligations.
NOTE 18 COMMITMENTS AND CONTINGENCIES
COMMITMENTS
The table and paragraphs below show the future minimum payments for our contractual commitments that are not
recognized as liabilities for the next fiscal years:
Less than 1 year
1-2 years
2-3 years
3-4 years
4-5 years
More than 5 years
Leases
Purchase obligations1
$
$
30.6 $
25.3
21.0
16.9
13.3
37.2
144.3 $
88.9 $
-
-
-
-
-
88.9 $
Total
119.5
25.3
21.0
16.9
13.3
37.2
233.2
1 Purchase obligations are the contractual obligations for capital expenditures to which the Company is committed.
The Company carries on some of its operations in leased premises and has also entered into lease agreements for
equipment and rolling stock. The Company guarantees to certain lessors a portion of the residual value of certain
leased assets with respect to operations which mature until 2017. If the market value of leased assets, at the end of
the respective operating lease term, is inferior to the guaranteed residual value, the Company is obligated to indemnify
the lessors, specific to certain conditions, for the shortfall up to a maximum value. The Company believes that the
potential indemnification will not have a significant effect on the financial statements.
CLAIMS
The Company is a defendant to certain claims arising from the normal course of its business. The Company is also a
defendant in certain claims and/or assessments from tax authorities in various jurisdictions. The Company believes that
the final resolution of these claims and/or assessments will not have a material adverse effect on its earnings or financial
position.
ANNUAL REPORT 2017
- 65 -
NOTE 18 COMMITMENTS AND CONTINGENCIES (CONT’D)
INDEMNIFICATIONS
The Company from time to time offers indemnifications to third parties in the normal course of its business, in connection
with business or asset acquisitions or disposals. These indemnification provisions may be in connection with breach of
representations and warranties, and for future claims for certain liabilities. The terms of these indemnification provisions
vary in duration. At March 31, 2017, given that the nature and amount of such indemnifications depend on future events,
the Company is unable to reasonably estimate its maximum potential liability under these agreements. The Company
has not made any significant indemnification payments in the past, and as at March 31, 2017 and March 31, 2016, the
Company has not recorded any significant liabilities associated with these indemnifications.
NOTE 19 RELATED PARTY TRANSACTIONS
The Company receives services from and provides goods to companies subject to control or significant influence
through ownership by its principal shareholder. These transactions, which are not significant to the Company’s financial
position or financial results, are made in the normal course of business and have been recorded at the fair value,
consistent with market values for similar transactions. The services that are received consist mainly of travel, publicity,
lodging, office space rental and management services. The goods that are provided consist mainly of dairy products.
Transactions with key management personnel (short-term employee benefits, post-employment benefits, stock-based
compensation and payments under the DSU plan) are also considered related party transactions. Management defines
key management personnel as all the executive officers who have responsibility and authority for controlling, overseeing
and planning the activities of the Company, as well as the Company’s Directors.
Transactions with related parties are as follows:
Entities subject to control or significant influence through ownership by its principal shareholder $
Key management personnel
Directors
Executive officers
$
Dairy products provided by the Company were the following:
2017
3.3 $
3.1
31.1
37.5 $
2016
4.3
2.6
27.0
33.9
2017
2016
Entities subject to control or significant influence through ownership by its principal shareholder $
0.3 $
0.3
Outstanding receivables and accounts payable and accrued liabilities for the transactions above are the following:
Entities subject to control or significant influence
through ownership by its principal shareholder $
0.1 $
0.1 $
0.1 $
0.1
Receivables
Accounts payable and
accrued liabilities
March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
Key management personnel
Directors
Executive officers
-
-
0.1 $
-
-
0.1 $
17.6
42.7
60.4 $
16.3
33.9
50.3
$
The amounts payable to the Directors consist entirely of balances payable under the Company’s DSU plan. Refer to
Note 12 for further details. The amounts payable to executive officers consist of short-term employee benefits, share-
based awards and post-retirement benefits.
ANNUAL REPORT 2017
- 66 -
NOTE 19 RELATED PARTY TRANSACTIONS (CONT’D)
KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation expense for transactions with the Company’s key management personnel, including annual fees of the
executive Chairman, consists of the following:
Directors
Cash-settled payments
Stock-based compensation
Executive officers
Short-term employee benefits
Post-employment benefits
Stock-based compensation
Total compensation
2017
2016
0.7 $
2.4
3.1 $
17.6
3.4
10.1
31.1 $
0.8
1.8
2.6
16.4
3.1
7.5
27.0
34.2 $
29.6
$
$
$
$
SUBSIDIARIES
All the Company’s subsidiaries are wholly owned. The following information summarizes the Company’s significant
subsidiaries which produce a wide array of dairy products including cheese, fluid milk, extended shelf-life milk and cream
products, cultured products and dairy ingredients:
Saputo Cheese USA Inc.
Saputo Dairy Products Canada G.P.
Saputo Dairy Foods USA, LLC
Warrnambool Cheese and Butter Factory Company Holdings Limited
Molfino Hermanos S.A.
100.00 %
100.00 %
100.00 %
100.00 %1
100.00 %
1 Prior to the acquisition of the remaining interest in fiscal 2017, the percentage owned in this subsidiary was 87.92%.
Percentage Owned
Location
USA
Canada
USA
Australia
Argentina
NOTE 20
FINANCIAL INSTRUMENTS
In the normal course of business, the Company uses various financial instruments which by their nature involve risk,
including credit risk, liquidity risk, interest rate risk, foreign exchange risk and price risk (including commodity price risk).
These financial instruments are subject to normal credit conditions, financial controls and risk management and
monitoring strategies.
Occasionally, the Company may enter into derivative financial instrument transactions in order to mitigate or hedge
risks in accordance with risk management strategies. The Company does not enter into these arrangements for
speculative purposes.
CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash equivalents
and receivables.
Cash equivalents consist mainly of short-term investments. The Company has deposited these cash equivalents in
reputable financial institutions.
The Company also offers credit to its customers in the normal course of business for trade receivables. Credit valuations
are performed on a regular basis and reported results take into account allowances for potential bad debts.
Due to its large and diverse customer base and its geographic diversity, the Company has low exposure to credit risk
concentration with respect to customer’s receivables. There are no receivables from any individual customer that exceeded
10% of the total balance of receivables as at March 31, 2017 and March 31, 2016. However, one customer represented more
than 10% of total consolidated revenues for the year ended March 31, 2017 with 10.6% (one customer with 10.1% in 2016).
ANNUAL REPORT 2017
- 67 -
NOTE 20
FINANCIAL INSTRUMENTS (CONT’D)
Allowance for doubtful accounts and past due receivables are reviewed by Management at each balance sheet date.
The Company updates its estimate of the allowance for doubtful accounts based on the evaluation of the recoverability
of receivable balances from each customer taking into account historic collection trends of past due accounts.
Receivables are written off once determined not to be collectible.
The amount of the allowance for doubtful accounts is sufficient to cover the carrying amount of receivables considered
past due and at risk. The accounts receivable from our export sales benefit from payment terms that are longer than
our standard payment terms applicable to domestic sales. The amount of the loss is recognized in the statement of
earnings within operating costs. Subsequent recoveries of amounts previously written off are credited against operating
costs in the statement of earnings. However, Management does not believe that these allowances are significant.
LIQUIDITY RISK
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company
manages liquidity risk through the management of its capital structure and financial leverage, as outlined in Note 21
relating to capital disclosures. It also manages liquidity risk by continuously monitoring actual and projected cash flows.
The Board of Directors reviews and approves the Company’s operating and capital budgets, as well as any material
transactions out of the normal course of business.
Contractual maturities for the significant financial liabilities as at March 31, 2017 are as follow: accounts payable and
accrued liabilities, bank loans and long-term debt. All items included in accounts payable and accrued liabilities are less
than one year. For maturities on bank loans and the long-term debt, please refer to Note 9 and Note 10 respectively.
INTEREST RATE RISK
The Company is exposed to interest rate risks through its financial obligations that bear variable interest rates. Bank
loans bear interest at fluctuating rates and thereby expose the Company to interest rate risk on cash flows associated
to interest payments. The senior notes bear interest at fixed rates and, as a result, no interest rate risk exists on these
cash flows.
The Company had designated the interest rate swaps as cash flow hedges of interest rate risk in accordance with its
risk management strategy. The bank term loan expires in December 2019. The bank term loan bears interest at variable
rates and thereby exposes the Company to interest rate risk on cash flows associated to interest payments. As a result
of such interest rate risk, the Company entered into interest rate swap agreements on February 4, 2013 until December
2016, in which the Company agreed to exchange variable interest payments for fixed rate payments at specified
intervals. The swap term remained unchanged and the hedge was effective from a notional of $562.5 to $487.5 million
until December 2016. The Company did not extend the interest rate swap agreements. Refer to Note 10 for further
details on the unsecured bank term loan facility.
During the fiscal year, the cash flow hedges of interest rate risk were assessed to be highly effective and a loss of
$2.1 million (net of tax of $0.7 million) was automatically transferred in the statement of earnings at the settlement date.
These cash flow hedges were also deemed to be highly effective on March 31, 2016 and an unrealized gain of $3.8
million (net of tax of $1.2 million) was recorded, during the last fiscal year, in other comprehensive income (and an
associated asset) as a result. The amounts recorded in the statement of comprehensive income was transferred to the
statement of earnings to offset interest on long-term debt when the interest expense is recorded in net earnings.
During the fiscal year ended March 31, 2016, the Company entered into interest rate lock agreements to fix the interest
rate related to future debt obligations in order to mitigate future market interest rate movements. The interest rate lock
agreements ended on June 23, 2016. The Company designated these interest rate locks as cash flow hedges of interest
rate risk and subsequent to the debt being issued in June 2016, the amount in other comprehensive income was
amortized over the term of the renewed debt. These cash flow hedges of interest rate lock was deemed highly effective
on March 31, 2016 and an unrealized loss of $2.5 million (net of tax of $0.9 million) was recorded in other
comprehensive income which will be amortized over the five year term of the underlying item of this hedge.
For the fiscal year ended March 31, 2017, the interest expense on long-term debt totalled $36.9 million ($48.3 million in
fiscal 2016). The interest accrued as at March 31, 2017 was $8.3 million ($6.5 million as at March 31, 2016).
As at March 31, 2017, the net amount exposed to short-term rates fluctuations was approximately $443.3 million. Based
on this exposure, an assumed 1% increase in the interest rate would have an unfavourable impact of approximately
$3.1 million on net earnings with an equal but opposite effect for an assumed 1% decrease.
ANNUAL REPORT 2017
- 68 -
NOTE 20
FINANCIAL INSTRUMENTS (CONT’D)
FOREIGN EXCHANGE RISK
The Company operates internationally and is exposed to foreign exchange risk resulting from various foreign currency
transactions. Foreign exchange transaction risk arises primarily from future commercial transactions that are
denominated in a currency that is not the functional currency of the Company’s business unit that is party to the
transaction, as well as the unsecured bank term loan facilities that can be drawn in US dollars.
During the fiscal year, the Company entered into forward exchange contracts in order to offset market fluctuations in
the USD/CAD exchange rates for the entire amount of the unsecured bank term loan drawn in US dollars, as well as
US dollars intercompany financing. This intercompany financing from our US to Canada divisions for the foreign
exchange hedge will settle in November 2019 for $250.0 million USD. During the fiscal year, the cash flow hedges were
highly effective and accordingly, the Company recognized an unrealized loss of $2.9 million (net of tax of $0.4 million)
in other comprehensive income. A gain of $0.3 million (net of tax of $0.1 million) was reclassified to net earnings during
fiscal 2017 related to these forward exchange contracts.
The Company entered into forward exchange contracts to sell US dollars and buy Australian dollars in order to mitigate
market fluctuations in the USD/AUD exchange rates on receivables. During the fiscal year, the cash flow hedges were
highly effective and accordingly, the Company recognized an unrealized gain of $3.5 million (net of tax of $1.5 million)
in other comprehensive income (and an associated asset) as a result. A gain of $5.6 million (net of tax of $2.4 million)
was reclassified to net earnings during fiscal 2017 related to these forward exchange contracts. These cash flow hedges
were also deemed to be highly effective on March 31, 2016 and an unrealized gain of $3.2 million (net of tax of $1.4
million), was recorded, during last fiscal year, in other comprehensive income. A loss of $2.3 million was reclassified to
net earnings during fiscal 2016 related to these forward exchange contracts.
The Company is mainly exposed to US dollar fluctuations. The following table details the Company’s sensitivity to a
CDN$0.10 weakening of the Canadian dollar against the US dollar on net earnings and comprehensive income. For a
CDN$0.10 appreciation of the Canadian dollar against the US dollar, there would be an equal and opposite impact on
net earnings and comprehensive income.
Change in net earnings
Change in comprehensive income
$
$
2017
24.3 $
249.1 $
2016
25.6
221.7
COMMODITY PRICE RISK
In certain instances, the Company enters into futures contracts to hedge against fluctuations in the price of
commodities. Outstanding contracts as at the balance sheet date had a negative fair value of approximately $1.5 million
(negative fair value of approximately $4.1 million at March 31, 2016).
The Company applies hedge accounting for certain of these transactions. During the fiscal year, these hedges
(designated as cash flow hedges) were assessed to be highly effective and accordingly, an unrealized gain of
$0.2 million (net of tax of $0.1 million) was recorded in other comprehensive income. The gains recorded in the
statement of comprehensive income are transferred to the statement of net earnings when the related inventory is
ultimately sold. These hedges (designated as cash flow hedges) were assessed to be highly effective and accordingly,
an unrealized gain of $9.0 million (net of tax of $6.0 million) was recorded, during last fiscal year, in other comprehensive
income.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has determined that the fair value of its financial assets and financial liabilities with short-term maturities
approximates their carrying value. These financial instruments include cash and cash equivalents, receivables, bank
loans, accounts payable and accrued liabilities. The table below shows the fair value and the carrying value of other
financial instruments as at March 31, 2017 and March 31, 2016. Since estimates are used to determine fair value, they
must not be interpreted as being realizable in the event of a settlement of the instruments.
ANNUAL REPORT 2017
- 69 -
NOTE 20
FINANCIAL INSTRUMENTS (CONT’D)
Cash flow hedges
Interest rate derivatives (Level 2)
Commodity derivatives (Level 2)
Foreign exchange derivatives (Level 2)
Derivatives not designated in a formal
hedging relationship
Equity forward contracts (Level 2)
Commodity derivatives (Level 2)
Long-term debt (Level 2)
Long-term debt (Level 3)
March 31, 2017
March 31, 2016
Fair value
Carrying value
Fair value
Carrying value
$
- $
(1.6)
3.2
5.1
0.1
1,520.5
- $
(1.6)
3.2
(6.2) $
(1.6)
7.9
5.1
0.1
1,500.0
5.6
(2.5)
1,239.4
$
- $
- $
222.1 $
(6.2)
(1.6)
7.9
5.6
(2.5)
1,233.2
220.0
The following table summarizes the financial instruments measured at fair value in the consolidated balance sheet as
at March 31, 2017 and March 31, 2016, classified using the fair value hierarchy described in Note 3.
March 31, 2017
Commodity futures contracts
Foreign exchange contracts
Equity forward contracts
March 31, 2016
Interest rate swaps
Commodity futures contracts
Foreign exchange contracts
Equity forward contracts
$
$
$
$
Level 1
Level 2
Level 3
- $
-
-
- $
(1.5) $
3.2
5.1
6.8 $
- $
-
-
- $
Level 1
Level 2
Level 3
- $
-
-
-
- $
(6.2) $
(4.1)
7.9
5.6
3.2 $
- $
-
-
-
- $
Total
(1.5)
3.2
5.1
6.8
Total
(6.2)
(4.1)
7.9
5.6
3.2
For the years ended March 31, 2017 and 2016, there were no changes in valuation techniques and in inputs used in
the fair value measurements and there were no transfers between the levels of the fair value hierarchy.
Fair values of other assets, long-term debt and derivative financial instruments are determined using discounted cash
flow models based on market inputs prevailing at the balance sheet date and are also obtained from financial
institutions. Where applicable, these models use market-based observable inputs including interest-rate-yield curves,
volatility of certain prices or rates and credit spreads. If market based observable inputs are not available, judgement
is used to develop assumptions used to determine fair values. The fair value estimates are significantly affected by
assumptions including the amount and timing of estimated future cash flows and discount rates. The Company’s
derivatives transactions are accounted for on a fair value basis.
NOTE 21 CAPITAL DISCLOSURES
The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its growth strategies and undertake
selective acquisitions, while at the same time taking a conservative approach towards financial leverage and management
of financial risk. An additional objective includes a target for long-term leverage of 2.0 times net debt to earnings before
interest, income taxes, depreciation, amortization, acquisition and restructuring costs. From time to time, the Company
may deviate from its long-term leverage target to pursue acquisitions and other strategic opportunities. Should such a
scenario arise, the Company expects to deleverage over a reasonable period of time in order to seek to maintain its
investment grade ratings. Also, the Company seeks to provide an adequate return to its shareholders. The Company
believes that the purchases of its own shares may, under appropriate circumstances, be a responsible use of its capital.
ANNUAL REPORT 2017
- 70 -
NOTE 21 CAPITAL DISCLOSURES (CONT’D)
The Company’s capital is composed of net debt and equity. Net debt consists of long-term debt and bank loans, net of
cash and cash equivalents. The Company’s primary use of capital is to finance acquisitions.
The primary measure used by the Company to monitor its financial leverage is its ratio of net debt to earnings before
interest, income taxes, depreciation, amortization, acquisition and restructuring costs. The net debt-to-earnings before
interest, income taxes, depreciation, amortization, acquisition and restructuring costs ratios as at March 31, 2017 and
March 31, 2016 are as follows:
Bank loans
Long-term debt, including current portion
Cash and cash equivalents
Net debt
Earnings before interest, income taxes, depreciation, amortization,
acquisition and restructuring costs
Net debt-to-earnings before interest, income taxes, depreciation, amortization,
acquisition and restructuring costs
$
$
$
2017
93.8 $
1,500.0
(250.5)
1,343.3 $
2016
178.2
1,453.2
(164.3)
1,467.1
1,289.5 $
1,174.1
1.04
1.25
The Company has existing credit facilities which require a quarterly review of financial ratios and the Company is not
in violation of any such ratio covenants as at March 31, 2017.
The Company is not subject to capital requirements imposed by a regulator.
NOTE 22 ACQUISITION AND REST RUCTURING COSTS
Acquisition and restructuring costs are summarized as follows:
Restructuring costs
Acquisition costs
Total
$
$
2017
- $
-
- $
2016
31.2
3.0
34.2
RESTRUCTURING COSTS
In fiscal 2016, the Company announced the closures of three facilities. Two closures occurred in June 2016 and
August 2016 and one is scheduled for December 2017.
Costs associated with the closures recorded regarding restructuring activities are summarized in the table below:
Write down of non-current assets
Severance
Total
$
$
2017
- $
-
- $
2016
25.7
5.5
31.2
The write down of non-current assets, recorded in fiscal 2016, consists of impairment charges to property, plant and
equipment to bring them to the lower of carrying value and recoverable amount. The total after tax costs for fiscal 2016
are $18.9 million.
The restructuring costs recorded in fiscal 2016 represent estimated expenses required to restructure these operations.
Liabilities related to severance expenditures have been grouped within current and non-current liabilities on the balance
sheet.
ACQUISITION COSTS
In fiscal 2016, the Company incurred acquisition costs of $3.0 million ($2.4 million after tax) in relation to the business
acquisitions.
ANNUAL REPORT 2017
- 71 -
NOTE 23
SEGMENTED INFORMATION
The Company reports under three geographic sectors. The Canada Sector consists of the Dairy Division (Canada).
The USA Sector consists of the Cheese Division (USA) and the Dairy Foods Division (USA). Finally, the International
Sector consists of the Dairy Division (Argentina), the Dairy Division (Australia) and the Dairy Ingredients Division. The
Dairy Ingredients Division includes national and export ingredients sales from the North American divisions, as well as
cheese exports from these same divisions.
These reportable sectors are managed separately as each sector represents a strategic business unit that offers
different products and serves different markets. The Company measures geographic and sector performance based
on earnings before interest, income taxes, depreciation, amortization, acquisition and restructuring costs.
Management has aggregated the Cheese Division (USA) and the Dairy Foods Division (USA) due to similarities in long-
term average return and correlated market factors driving pricing strategies that affect the operations of both divisions.
The divisions within the International Sector have been combined due to similarities in global market factors and
production processes.
The accounting policies of the sectors are the same as those described in Note 3 relating to significant accounting
policies.
$
$
$
$
$
$
2017
2016
3,995.0 $
5,812.4
1,355.2
11,162.6 $
3,801.5
5,786.7
1,403.3
10,991.5
453.1 $
734.2
102.2
1,289.5 $
413.5
725.5
35.1
1,174.1
58.0 $
123.4
25.9
207.3 $
-
41.9
1,040.3
309.2
55.1
120.0
23.5
198.6
34.2
70.4
870.9
269.5
601.4
$
731.1 $
INFORMATION ON REPORTABLE SECTORS
Years ended March 31
Revenues
Canada
USA
International
Earnings before interest, income taxes, depreciation, amortization, acquisition and
restructuring costs
Canada
USA
International
Depreciation and amortization
Canada
USA
International
Acquisition and restructuring costs
Financial charges, net
Earnings before income taxes
Income taxes
Net earnings
ANNUAL REPORT 2017
- 72 -
NOTE 23
SEGMENTED INFORMATION (CONT’D)
GEOGRAPHIC INFORMATION
Total assets
Canada
USA
International
Net book value of property, plant and equipment
Canada
USA
International
Total liabilities
Canada
USA
International
March 31, 2017 March 31, 2016
$
$
$
2,116.0 $
4,198.3
1,282.3
7,596.6 $
580.3 $
1,305.7
279.5
$
2,165.5 $
$
$
2,157.7 $
798.8
317.2
3,273.7 $
1,955.6
4,046.7
1,170.0
7,172.3
585.1
1,248.1
252.8
2,086.0
1,897.5
703.7
501.3
3,102.5
Certain prior year’s figures have been reclassified to conform to the current year’s presentation.
NOTE 24 DIVIDENDS
During the year ended March 31, 2017, the Company paid dividends totalling $228.3 million, or $0.60 per share
($210.0 million, or $0.54 per share for the year ended March 31, 2016).
ANNUAL REPORT 2017
- 73 -
EXHIBIT TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CALCULATION OF EARNINGS COVERAGE RATIO
The following table sets forth the earnings coverage ratio for the 12-month period ended March 31, 2017:
Earnings coverage ratio
25.83 times
The earnings coverage ratio is equal to net earnings (before interest on long-term debt and other financial charges
and incomes taxes) for the applicable period divided by interest on long-term debt and other financial charges for
the applicable period.
ANNUAL REPORT 2017
- 74 -
CORPORATE HEADQUARTERS
TRANSFER AGENT
Saputo Inc.
6869 Métropolitain Blvd. East
Montréal, QC Canada H1P 1X8
Telephone: 514-328-6662
www.saputo.com
Computershare Trust
Company of Canada
1500, boul. Robert-Bourassa,
Suite 700, Montréal, QC
Canada H3A 3S8
Telephone: 514-982-7888
ANNUAL MEETING
OF SHAREHOLDERS
Tuesday, August 1, 2017, at 10:30 a.m.
Laval Room, Hotel Sheraton Laval
2440 Autoroute des Laurentides
Laval, QC Canada H7T 1X5
INVESTOR RELATIONS
Sandy Vassiadis
Telephone: 514-328-3141
1-866-648-5902
Email: investors@saputo.com
STOCK EXCHANGE
Toronto Stock Exchange
Symbol: SAP
EXTERNAL AUDITORS
Deloitte LLP, Montréal, QC, Canada
DIVIDEND POLICY
Saputo Inc. declares quarterly cash
dividends on common shares at
$0.15 per share, representing a
yearly dividend of $0.60 per share.
The balance of the Company’s
earnings is reinvested to fi nance
the growth of its business.
The Board of Directors reviews the
Company’s dividend policy from time
to time, but at least once annually,
based on fi nancial condition, fi nancial
performance, capital requirements
and such other factors as are deemed
relevant by the Board in its sole
discretion.
SAPUTO.COM
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