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The Warehouse Group Annual Report and S209 Notice

Annual Report24 October 2017WHSConsumer Discretionary

ANNUAL REPORT
2017

20

17

— A plan to

transform.

02
Highlights

04

Chair’s Report

08

Group CEO’s Report

14

The Board of Directors

Annual Meeting

The Annual Meeting of shareholders of the

Group will be held in the Guineas Ballroom,

Ellerslie Event Centre, 80–100 Ascot Avenue,

Greenlane East, Auckland, New Zealand,

on Friday 24 November 2017 at 10:00am.

20

Our Warehouse Group of Brands

18

Annual 5 Year Summary

42

Community & Environment

66

Health & Safety

70

Financial Statements

95

Independent Auditor’s Report

We are transforming

how our business

works, anticipating

how our customers

want to shop. Here

is our plan of action

for change.

This Annual Report is dated

18 October 2017 and is signed

on behalf of the Board by:

Joan Withers Keith Smith

Chair Deputy Chair

01

OUTLINE

16.0cDividend per share.
Funds raised for charity.

$

5.6m

44.0

%

59.9

%

1

st

$

2,980.8m

Group retail

sales up 1.9%

from FY16.

Launched our first

store within a store

in Auckland.

Everyday low prices –

reinventing the bargain

reached 44% of sales in

The Warehouse.

Group online

sales growth.

18.4

%

Noel Leeming operating

profit increased by 59%.

02

HIGHLIGHTS

HIGHLIGHTS

03

The retail industry is facing
an unprecedented age of

digital disruption, which creates

an entirely new set of consumer

expectations. The ability to

anticipate and respond to

customer needs has never

been more important,

resulting in new business

models and a fundamental

shift in how we operate.

FY17 has marked the start of a significant business transformation for

The Warehouse Group. The weaker trading performance in the first half

of FY17 led to the acceleration of several change programmes, including

a restructuring of the Group’s operating model and the sale of Financial

Services and the Newmarket property. Facing further disruption with the

likes of Amazon coming across the Tasman means that the aggressive

change and simplification to our retail business are our top priorities.

The Board is pleased to report there is encouraging momentum

in a number of key areas, with a robust plan to transform the

business in both the short and long term. The focus for

management during the next 12 months is on executing

against this plan.

Fig. 01

Joan Withers.

INTRODUCTION

05

04

CHAIR’S REPORT

CHAIR’S REPORT

Leadership and Governance
The Board has full confidence in the Executive Team and

their ability to deliver the strategy. With Nick Grayston

as Group Chief Executive Officer, we have the benefit of

someone who has first-hand experience of competing

with the likes of Amazon and the transition to omnichannel

retailing, and can therefore bring insights to help us meet

the challenge of this new consumer landscape here in

New Zealand. The other key benefit has been Nick’s ability

to attract international talent to the business to augment

the Executive Team that was already in place, especially

in the areas of technology, marketing and new business

models. The leadership of the business is in good shape

and is aligned and focused on our transformation plan.

Post year end our founder, Sir Stephen Tindall announced

he would be taking a leave of absence from the Board for

a period of 12 months to focus on other commitments,

in particular securing the necessary infrastructure in

Auckland for the hosting of the next America’s Cup.

In his absence, Robbie Tindall will stand in for Sir Stephen

as his alternate. Robbie has acted as an alternate since 2011.

The Warehouse Group continues to support the

development of governance capability in New Zealand

through the Institute of Directors’ Future Directors

Programme. FY17 saw the conclusion of Malcolm Phillipps’

term on the programme, and we are happy to share the

news that he has since gone on to gain other directorships.

I am also pleased to share that Vena Crawley joined

The Warehouse Group Board as a Future Director on

24 August. Vena is currently the Chief Customer Officer

at Contact Energy where he is taking a lead role in the

transformation of their retail and customer business. We

are looking forward to having someone of Vena’s calibre

on our team, and especially his experience and expertise

in driving customer-centricity within organisations.

I remain focused on ensuring the Board has the right mix

of skills and experience to drive The Warehouse Group

forward in what is likely to be a very different future retail

Our Performance

The Warehouse Group achieved an adjusted net profit

after tax (including discontinued operations) result of

$59.2 million for the full year (FY17), down 7.7% compared

to $64.1 million in FY16 on a like-for-like basis, but

above the guidance range of $54 million to $58 million

previously indicated to the market. Group retail sales for

the year were $2,980.8 million, up 1.9% compared to FY16.

Gross profit of $971.9 million at Group level increased by

1.4% compared to FY16, while costs of doing business of

$864.1 million increased by 2.0% compared to FY16.

Reported net profit after tax (NPAT) of $20.4 million is

73.9% below last year due to a number of one-off items,

including restructuring costs ($12.4 million) and the

goodwill and asset impairments related to the sale of

Financial Services ($40.1 million). Continuing operations

(excluding Financial Services) delivered an adjusted NPAT

result of $68.2 million, which is 1.4% below last year.

Health and Safety

Our Group remains committed to providing a safe

environment for our team, customers, contractors and visitors.

The focus this year has been on embedding a culture of

health and safety awareness and prevention and ensuring

that we have robust reporting throughout the business.

On behalf of the Board, I wish to acknowledge the Group’s

first-ever fatal accident involving an employee of one of our

contractors at our Torpedo7 Fulfilment Centre in Hamilton.

My heartfelt condolences to the family for their loss.

As a Board, we have been dissatisfied by the lack

of a reduction in injury numbers, particularly in The

Warehouse. We do, however, believe this will change

through focused endorsement by leadership, new

technology and from data-driven initiatives.

environment. A yearly independent assessment of our skills

matrix through our Board Performance Review means we

are continuously assessing the key attributes and experience

that are needed to succeed in this age of digital disruption.

Returning Value

The Board is pleased to confirm the final dividend of

6.0 cents per share, bringing the total dividend for FY17

to 16.0 cents per share. This is in line with the dividend

policy of distribution between 75% and 85% of the retail

adjusted NPAT.

The course of FY17 has seen share price under-

performance. Some of this reflects the market view that

retail stocks are vulnerable, especially with the emergence

of Amazon in the region. For The Warehouse in particular,

the vulnerability from a Hi-Lo pricing model has led to

further discounting, which is being countered by our

Everyday Low Pricing (EDLP) strategy. The share price

has also been impacted by a lack of understanding and

confidence in this strategy.

As a result, the Board has worked with the Executive

Team this year to undergo a robust strategy

development process, with a thorough analysis of risks

and opportunities and validation of all assumptions.

We are aware that we also need to do a better job of

communicating the strategy, and in response have

provided far greater specificity and detail on this

alongside the FY17 results announcement.

In addition, the Board will be involved in an Investor Day

with analysts in November, where the Executive Team

will provide further detail on elements of the strategy.

We are committed to improving our investor relations

and ensuring all our shareholders remain informed on

what the future of the business looks like. We also remain

committed to delivering value to shareholders and making

sure the strategy will drive value and the share price.

Looking Forward

We anticipate FY18 to be a year of operational investment in

the business to create the path for future earnings growth.

The earnings drag of Financial Services has been removed

and will be replaced in the short term with some one-off

investments and costs that will drive the transformation

and evolution of the business. The move to EDLP will

lead to a non-recurring impact from the clearance of

discontinued product ranges. We are also facing some

one-off investments that are needed to transition legacy

IT to modern cloud-based systems.

As in previous years, earnings guidance for FY18 will be

given at the end of the second quarter. This will be subject

to the risks and uncertainties affecting trading associated

with customer reaction to our EDLP strategy and the

performance of the business over the critical seasonal

trading period in the second quarter.

We are making some dramatic changes to the business

as we focus on executing against the two arms of

our transformation plan. This includes fixing our retail

fundamentals and investing for the digital future. There will be

some financial pain that we have to endure in the short term.

The Board is confident that we have the right strategy and

team in place to execute this and our long-term goal remains

delivering sustainable profitability and shareholder returns.

Joan Withers

Chair

$

2,98

0.8

m

Group retail sales for the

year were $2,980.8 million,

up 1.9% compared to FY16.

Acknowledgement

James Ogden and Vanessa Stoddart will be leaving the

Board as directors at the forthcoming Annual Meeting.

James has served for over eight years as a director

and has Chaired the Audit and Risk Committee.

Vanessa has served for four years and has Chaired

the People and Remuneration Committee.

Both Vanessa and James have made a significant

contribution to the company and we thank them

most sincerely for their contribution.

RETURNING VALUE & LOOKING FORWARD

CHAIR’S REPORT

06

07

CHAIR’S REPORT

OUR PERFORMANCE, PEOPLE, LEADERSHIP AND GOVERNANCE

This past year at The
Warehouse Group has been

one of refocusing our priorities

and accelerating a number of

planned change programmes.

We have embarked on a

transformation that we believe

will improve performance

across the Group and enable

us to deliver our strategy of

sustainable profitability and

relevance to customers.

Changing Retail Environment

The world is changing at an exponential pace and is creating an

entirely new set of customer expectations. Companies that you never

thought would have existed ten years ago have developed new business

models which have scaled rapidly and dominate the world we live

in, fundamentally changing the way we live our lives. One thing they

all have in common is customer-centricity with personalised

relationships enabled through technology.

Retail is not exempt from this change. Globally we

are seeing shifts in consumer behaviour having a

profound impact on the traditional retail industry,

especially bricks and mortar, as more people

choose to shop online. We are also seeing that

there will be winners and losers as retailers

come to grips with what this disruption

means for how they do business. As I reflect

on this, it has never been more important for

The Warehouse Group to anticipate and

respond to customer needs in order to

stay relevant and to win.

Fig. 01

Nick Grayston.

09

GROUP CEO’S REPORT

INTRODUCTION

GROUP CEO’S REPORT

08

Our Performance
FY17 saw a weak first-half performance, with severe

margin pressures over the Christmas period in The

Warehouse and a below expectation performance from

The Warehouse Group Financial Services. This led to

a disappointing downgrading of earnings guidance in

December. We assessed the causes of this and came to

the conclusion that a continuation of the same business

model would yield a similar result going forward, so

we embarked on a restructure of the business and a

consequent acceleration of transformative initiatives

over the remainder of the year.

A strong second-half performance demonstrates

encouraging momentum for the transformation.

Performance in the second half delivered an improvement

of 13.9% in adjusted net profit after tax for continuing

operations at $23.1 million up from $20.3 million in H2

FY16. Group retail sales in the half were 0.3% up at

$1,368.9 million compared to H2 FY16. Pleasingly, this

improvement came despite the backdrop of the business

undergoing significant change and restructuring.

Overall for the year, Group retail sales were $2,980.8

million, up 1.9% compared to FY16. The Warehouse saw

modest sales growth during the year but encouraging

results to date from the move to Everyday Low Pricing

(EDLP). Warehouse Stationery achieved record operating

profits, with our Print and Copy Centre category delivering

significant increases in sales and gross margin across

the year. Torpedo7 Group demonstrated strong sales

growth, and we saw an outstanding performance from

Noel Leeming Group with operating profit growth of 60%.

Group online sales for the year in New Zealand were $199.9

million, up 18.4% compared to the same period last year.

The Warehouse and Noel Leeming online businesses

recorded an increase of 25.0% and 54.1% respectively, driven

by a mix of promotions and the re-platforming and relaunch

of The Warehouse and Warehouse Stationery online stores.

Key Changes in FY17

This year has seen us make some key changes to our

business to enable us to focus on execution and the

transformation of our retail business.

Operating Model

In January FY17, we made some fundamental changes

to our operating model with the integration of operating

structures and leadership of retail brands, and creation

of centralised support functions. These changes were

designed to remove duplication and reduce complexity.

The restructure in January started the integration of

The Warehouse and Warehouse Stationery from an

operational perspective. Both businesses have similar

retail models and therefore it made sense to merge the

operations, merchandise and marketing functions for both

brands, under the leadership of Pejman Okhovat.

Similarly, we made changes to Noel Leeming and

Torpedo7 under the leadership of Tim Edwards. Both of

these businesses utilise an assisted sales model to drive

retail sales, so there was benefit in bringing them together

to leverage best practice.

In addition, we created centralised support functions in order

to drive centres of excellence, encouraging operational best

practice, process improvement and cost reduction.

Over the remainder of FY17, we have focused on

embedding these new structures and integrating systems

and processes. At this stage, our intention is to maintain

brand differentiation for our customers in the market.

Sale of Newmarket

We originally bought the Newmarket site to secure a

long-term footprint in this key Auckland area. However,

with the challenge of urban property prices and the cost

of construction, retail development in these areas

is becoming more expensive. After extensive discovery

with several potential partners looking at different ways

to develop the site, we concluded that retail was not

the best use to drive a good capital return on the land.

We therefore made the decision to sell the site.

In July 2017, we completed the sale of the property for

$65 million, with a pre-tax gain of approximately $12 million.

The proceeds will be used to reduce debt. The site will

continue to be leased and operated by The Warehouse

Group until it is vacated in October 2018.

Financial Services

The difficult decision to sell Financial Services was

brought about by the realisation of the need to accelerate

and focus on fundamental change in the retail business

and to free up capital that will be needed to support this

transformation. We recognised that we could not continue

to support the capital demands of a sub-scale financial

services business for which it was likely to take a few more

years to achieve break-even. Therefore, we completed

the sale of the business on 9 September to an existing

partner, SBS Bank (Finance Now), for $18 million, with a

resulting impairment on software of $17 million. Diners

Club (NZ) remains, and we are working with Diners Club

International to plan the future of that business.

We plan to continue to offer financial solutions to our

customers, with The Warehouse Group Financial Services

branded products continuing to be offered and supported

by Finance Now. The Warehouse Group Financial Services

brand will remain, as will our core credit card products –

Warehouse Money Visa Card and Purple

Visa Card. Finance Now are also working on launching

other customer offerings to complement these for

The Warehouse Group. We will always continue to deliver

services and solutions that are right for our customers,

but this enables us to do so in a different way.

Our Strategy to Transform

Our strategy of delivering sustainable profitability

and relevance to customers in last year’s annual report,

remains unchanged. As we move to execution, our retail

transformation will be driven by the strategic imperatives

of fixing our retail fundamentals and investing in our

digital future. The transformation will be supported by

technology enablement.

Fixing Retail Fundamentals

The strategy to fix the retail fundamentals is split into

three broad streams of work: the move to Everyday Low

Pricing (EDLP), the simplification of our operating model

and the reduction of complexity.

The decision to move to an EDLP pricing strategy in

The Warehouse has been driven by customers telling us

they want a bargain every day, rather than having to wait

for a sale or special offer. EDLP establishes a clear ‘best

value’ price proposition for our customers, alongside a

simplified product range. These changes will drive richer

margins and cost efficiencies for the business.

By the end of Q1 FY18, we expect EDLP to be at close

to 100%. The remainder of the year will require us to

manage the clearance of discontinued products carefully

whilst monitoring customer response. We feel confident

that it’s the right move for our business and customers.

September saw the launch of an exciting new marketing

campaign: ‘The Warehouse – where everyone gets a

bargain, every day’.

The second stream of work relates to leveraging

operational synergies from the integration of the retail

brands. An example is our Blue into Red pilot where we

are testing the extent to which we can integrate two

brands under one roof with a curated product range.

We launched our first ‘Store within a Store’ at Auckland

Airport Mall with Warehouse Stationery exiting its lease

and moving into the adjacent The Warehouse store.

Trading at the combined store has met expectations in

the three months since launch and we will be completing

further tests in different locations. If successful, this will

give us optionality either to rationalise our overall property

footprint and reduce a substantial existing fixed cost

base or to repurpose leases to other formats. However,

delivering what is best for our customers remains our

primary focus as we consider the success of this test.

The third stream, the reduction of complexity, is about

driving efficiencies and reducing costs by pivoting from a

supply-driven to a demand-led business. This requires us

to become more data-driven, shortening our supply chain

through direct sourcing, increasing our speed to market

and streamlining fulfilment.

These key workstreams will enable the business to

respond faster to identified customer needs.

18.4

%

Group online sales for the year in

New Zealand were $199.9 million,

up 18.4% compared to the same

period last year.

11

10

OUR STRATEGY TO TRANSFORM

OUR PERFORMANCE & KEY CHANGES IN FY17

GROUP CEO’S REPORT

GROUP CEO’S REPORT

Investing in the Future
As we think about retail in an increasingly digital future,

we must make changes and start to invest in becoming a

21st-century retailer. This requires reorienting the business

from product-centricity to customer outcomes, meeting

needs in different ways, through omnichannel digital

capabilities and ecosystems. In some instances, this will

mean partnering with others and redefining how we do

business closer to the point of need, expanding beyond

traditional Brand channels.

The future will also require a culture of innovation with the

adoption of agile methodologies, greater speed to market,

and a test-and-learn approach. We are approaching our

development of digital platforms in this way, beginning

with education, where we are creating a consolidated

shopping platform to enable cross-brand selling, fulfilment

and delivery.

During FY18, we will start to update our technology stack

in order to replace legacy systems, to become more

customer responsive and deliver modern services. This

will be enabled through cloud infrastructure and Software

as a Service (SaaS) applications. We are currently in

discovery mode, although individual elements are already

in flight, such as our foundational data capability.

People and Leadership

It’s important to me that as well as being the first choice

for our customers, The Warehouse Group must continue

to be a great place to work.

This year has been one of change for many of our people

as we begin to transform our business. Despite these

circumstances, our team have continued to achieve excellent

outcomes. An example of this is the tireless work that has

gone into ensuring the integration of systems and processes

for The Warehouse and Warehouse Stationery, with limited

disruption. I am proud to acknowledge that our team, up

and down the country, are working hard to ensure that we

deliver the best possible outcome for our customers.

FY17 has also seen some changes to my Executive Team.

I have made some key international hires to bring skills

and experience to New Zealand, to help us compete

and win against the likes of Amazon. David Benattar

joined us in October 2016 as Chief Experience Officer

and Timothy Kasbe joined in May 2017 as Chief Information

and Digital Officer. I am excited about the experience

and knowledge that both David and Timothy bring to

help augment the team that was already in place. In turn,

they have helped us become a talent magnet, which has

helped us further enrich our expertise, building capability

throughout the organisation.

Embedding a health and safety culture is one of our top

priorities and I’m encouraged by some of the progress

that has been made here, although we can certainly do

more. It was an especially difficult year for us with the

news of the Group’s first fatality. On 21 June 2017, there

was a tragic incident at our Torpedo7 Fulfilment Centre

in Hamilton, involving an employee of a contractor from a

local transport company. Our deepest sympathies remain

with his family.

Following the incident, we have been liaising closely with

WorkSafe to identify root causes and make any required

changes to ensure that this never happens again. We have

also provided ongoing support to our own team members

who were present and have been deeply affected by this

event. This work is ongoing but we are committed to

doing whatever it takes to keep our people safe.

Looking Forward to FY18

Nick Grayston

Group Chief Executive Officer

13

12

PEOPLE AND LEADERSHIP

GROUP CEO’S REPORT

GROUP CEO’S REPORT

Fig. 01–08
From left to right

Joan Withers

MBA, CFInstD

Chair and Independent Non-Executive Director

Sir Stephen Tindall

KNZM, Dip.Mgt, FNZIM, CFInstD,

HonD. DCom Honoris Causa

Founder and Non-Executive Director

Keith Smith

BCom, FCA

Deputy Chair and

Independent Non-Executive Director

James Ogden

BCA (Hons), FCA, CFInstD

Independent Non-Executive Director

Antony (Tony) Balfour

Independent Non-Executive Director

Vanessa Stoddart

BCom, LLB (Hons), PGDip

in Professional Ethics

Independent Non-Executive Director

John Journee

BCom, CMInstD

Independent Non-Executive Director

Julia Raue

MInstD, GAICD

Independent Non-Executive Director

— Reporting

momentum,

with a plan

to transform.

15

14

THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS

Joan Withers
MBA, CFInstD

Chair and Independent Non-Executive Director

Term of office

Appointed Director 23 September 2016,

elected 2016 Annual Meeting

Board Committees

Member of the Audit and Risk Committee, Member of

the Disclosure Committee, Member of the Corporate

Governance Committee and Member of the People

and Remuneration Committee

Joan has been a professional director for 18 years and spent over

25 years working in the media industry, previously holding CEO

positions at The Radio Network and Fairfax Media. Her current

governance roles are Chair of Mercury NZ Limited and The Warehouse

Group Limited and director of ANZ NZ. Joan stepped down from

her TVNZ role in April 2017, after serving eight years as a director.

She is also a Trustee of the Louise Perkins Foundation, and is

Chair of a steering committee working to increase the percentage

of South Auckland Māori and Pacific Island students taking up roles

within the health sector.

Joan holds a Masters degree in Business Administration from

The University of Auckland. She is also a University of Auckland

Distinguished Alumni (2015). Joan is the author of A Girl’s Guide to

Business which was published by Penguin Books in 1998. She was

awarded the New Zealand Shareholders Beacon Award in 2014.

In 2015, Joan was named Supreme Winner in the Women of Influence

Awards and was named Chairperson of the Year at the Deloitte

Top 200 Management Awards.

Sir Stephen Tindall

KNZM, Dip.Mgt, FNZIM, CFInstD, HonD. DCom

Honoris Causa

Founder and Non-Executive Director

Term of office

Appointed Director 10 June 1994,

last re-elected 2013 Annual Meeting

Board Committees

Member of the Disclosure Committee and the People

and Remuneration Committee

Sir Stephen founded The Warehouse in 1982 and grew the company

into a billion-dollar business before stepping down as Managing

Director in 2001. His vision for creating an organisation to provide

support for worthwhile initiatives benefiting New Zealand and New

Zealanders resulted in the establishment of The Tindall Foundation

in 1995, promoting a ‘hand up’ rather than a ‘hand out’ philosophy.

Sir Stephen has seen many personal honours and awards come his

way. In August 2009, he was bestowed the accolade of a knighthood in

recognition of his work with New Zealand businesses and the community.

He has helped ordinary Kiwis reach their potential and is a true leader

across the spheres of business, community and the environment. Through

his investment business K1W1, Sir Stephen has invested in more than 100

New Zealand export-oriented technology companies, with the goal to

help New Zealand businesses thrive on the world stage.

As a further acknowledgement, in 2015 Sir Stephen was named the

Kiwibank ‘New Zealander of the Year’.

Sir Stephen appointed Robert Tindall to be his alternate Director,

effective 1 July 2011.

Keith Smith

BCom, FCA

Deputy Chairman and Independent Non-Executive

Director

Term of office

Appointed Director 10 June 1994,

last re-elected 2014 Annual Meeting

Board Committees

Chairman of the Disclosure Committee and the Corporate

Governance Committee, Member of the Audit and Risk

Committee and the People and Remuneration Committee

Keith has been involved with The Warehouse since Sir Stephen

opened his first store in 1982, initially providing accounting, tax and

corporate advice, and was Chairman from 1995 to May 2011. He has

a long-standing record of leadership as a director and advisor to

companies in a diverse range of industries, including the energy sector,

rural services, printing, media and exporting. He is Chairman of listed

company Goodman (NZ) Limited (the Manager of Goodman Property

Trust) and is a director of Mercury NZ Ltd, Westland Co-operative

Dairy Limited, and several other private companies.

Keith is a past President of the Chartered Accountants Australia and

New Zealand.

James Ogden

BCA (Hons), FCA, CFInstD

Independent Non-Executive Director

Term of office

Appointed Director 4 August 2009,

last re-elected 2015 Annual Meeting

Board Committees

Chairman of the Audit and Risk Committee and Member

of the Disclosure Committee

James brings strong financial expertise to the Board and director

experience across a broad range of industries. He has had a

distinguished career as an investment banker for 11 years, six years

as Country Manager for Macquarie Bank and five years as a director

of Credit Suisse First Boston. Also, James has worked in the New

Zealand dairy industry in chief executive and finance roles for eight

years. In addition to his role as a director of The Warehouse Group,

he is a director of Summerset Group Holdings Limited, a director

of Vista Group International Limited, member of the Investment

Committee of Pencarrow Private Equity and is a member of the

New Zealand Markets Disciplinary Tribunal. Former directorships

include New Zealand Post Limited and Kiwibank Limited.

Antony (Tony) Balfour

Independent Non-Executive Director

Term of office

Appointed Director 15 October 2012,

re-elected 2015 Annual Meeting

Board Committee

Member of the People and Remuneration Committee

Tony has extensive global retail and eCommerce experience with a

strong track record in a diverse range of industries. Most recently,

he was General Manager (Markets) for Icebreaker Clothing with

responsibility for the company’s global business units in New Zealand,

Australia, USA, Canada, Europe and Asia, as well as the development

of the company’s rapidly growing eCommerce and retail business units.

Prior experience includes senior roles in Monster.com and Seek.com,

both successful online recruitment sites. Tony also spent nine years

at Nike in senior general management roles in the USA, Australia and

Asia-Pacific regions. Since 2009, he has been a director of Silver Fern

Farms Limited, New Zealand’s largest meat company. Tony is also

an independent director at Les Mills International (the world’s leading

provider of group fitness programming), Real Journeys Limited (one

of New Zealand’s leading tourism companies) and Mt Difficulty Wines.

Vanessa Stoddart

BCom, LLB (Hons), PGDip in Professional Ethics

Independent Non-Executive Director

Term of office

Appointed Director 17 October 2013,

re-elected 2016 Annual Meeting

Board Committee

Chair of the People and Remuneration Committee

Vanessa was a lawyer by profession. She was previously Group General

Manager of Technical Operations and People at Air New Zealand for

almost 10 years. Prior to this, Vanessa held positions at Carter Holt

Harvey Packaging Australia as Chief Executive and General Manager

Performance Improvement, as well as change management and legal

positions. She is a member of both the Australian and New Zealand

Institute of Directors, an honorary fellow of HRINZ and a Companion

of IPENZ.

Vanessa is an Independent Director for NZ Refinery Ltd, Heartland

Bank Ltd and Alliance Group Ltd. She is a board member of the

Tertiary Education Commission, the Financial Markets Authority,

King’s College and a member of the Audit and Risk Committees

for MBIE and DOC as well as Chair of Global Women.

John Journee

BCom, CMInstD

Independent Non-Executive Director

Term of office

Appointed Director 17 October 2013,

re-elected 2016 Annual Meeting

Board Committee

Member of the Audit and Risk Committee

John has had an extensive retail career which includes executive

experience across sectors that span general merchandise, fashion

apparel, FMCG, consumer electronics, telecommunications and

electricity retailing. Over his 31-year career, he has spent 15 years

with The Warehouse Group, starting as a joint-venture partner in

1990 and progressing through senior roles in operations, marketing,

merchandise, international sourcing and business development, before

taking a role in the UK with a telecommunications company.

He rejoined in 2012 when The Warehouse Group acquired Noel Leeming,

where John was CEO. He is also Chairman of software developer

Flux Federation, fashion retailer Max Fashions and Managing Director

of equipment distributor Southern Hospitality. John has previously

been a non-executive director of multichannel retailer Ezibuy.

Julia Raue

MInstD, GAICD

Independent Non-Executive Director

Term of office

Appointed Director 23 September 2016,

elected 2016 Annual Meeting

Board Committee

Member of the Audit and Risk Committee

Julia is an Independent Director for Z Energy Limited, TVNZ,

Southern Cross Medical Care Society and Jade Software Corporation.

She is also a Member of the Risk & Audit Committee for the Treasury.

Julia has extensive experience in digital and information technology,

business transformation and strategic planning across the airline,

telecommunications and local government sectors, as well as not-for-

profit organisations in New Zealand. Previously, Julia was the Chief

Information Officer of Air New Zealand (2007–2015) and she was

awarded the New Zealand CIO of the Year award in 2009.

Julia is passionate about growing the number of females working in

technology and works with a number of institutions to drive awareness

of IT as a career.

16

17

THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS

— Annual 5 Year Summary
(52 WEEKS)(52 WEEKS)(53 WEEKS)(52 WEEKS)(52 WEEKS)

20172016201520142013

$000$000 $000 $000 $000

SUMMARY INCOME STATEMENTS

The Warehouse

1,761,399 1,760,708 1,718,307 1,665,233 1,591,088

Warehouse Stationery 278,181 279,155 262,780 250,561 231,838

Noel Leeming810,705 752,137 665,628 620,520 390,667

Torpedo7157,726 148,660 131,231 107,658 24,193

Other group operations8,603 13,201 9,276 14,217 9,688

Inter-segment eliminations(35,843)(29,179)(16,801)(9,711)(7,942)

Retail sales2,980,771 2,924,682 2,770,421 2,648,478 2,239,532

The Warehouse84,531 89,376 79,600 76,903 85,186

Warehouse Stationery 15,743 14,288 12,723 11,793 10,321

Noel Leeming19,264 12,050 6,424 11,308 11,011

Torpedo72,675 3,380 34 1,085 656

Other group operations(14,376)(7,929)(5,555)(4,373)4,064

Retail operating profit107,837 111,165 93,226 96,716 111,238

Equity earnings of associate– 723 2,802 3,006 3,464

Gain on business disposals– 9,950 – – –

Gain on disposal of property11,455 5,533 5,533 16,810 77,368

Direct costs relating to acquisitions– – – (951)(2,356)

Contingent consideration– 675 (977)5,259 –

Restructuring costs(12,060)– – – –

Intangible asset impairment– – (12,491)– –

Earnings before interest and tax107,232 128,046 88,093 120,840 189,714

Net interest expense(12,527)(14,154)(15,123)(13,427)(11,675)

Profit before tax94,705 113,892 72,970 107,413 178,039

Income tax expense(23,691)(25,890)(21,148)(27,378)(28,423)

Profit after tax71,014 88,002 51,822 80,035 149,616

Discontinued operations (net of tax)(50,283)(5,526)(2,074)(2,781)(4,288)

Minority interests(302)(4,138)1,562 496 (580)

Profit attributable to shareholders20,429 78,338 51,310 77,750 144,748

ADJUSTED PROFIT RECONCILIATION

Unusual items (detailed above)

605 (16,158)7,935 (21,118)(75,012)

Income tax relating to unusual items(3,132)(2,163)(941)2,751 (327)

Minority interests– 3,614 (1,170)– –

Discontinued operations (net of tax)50,283 5,526 2,074 2,781 4,288

Adjusted net profit 68,185 69,157 59,208 62,164 73,697

THE WAREHOUSE

Operating margin (%)

4.8 5.1 4.6 4.6 5.4

Same-store sales growth (%)1.2 4.1 1.4 3.2 2.0

Number of stores92 92 92 91 92

Store footprint (square metres)501,807 499,547 497,702 494,847 500,769

WAREHOUSE STATIONERY

Operating margin (%)

5.7 5.1 4.8 4.7 4.5

Same-store sales growth (%)(0.3)6.5 1.4 5.3 2.8

Number of stores69 66 65 63 61

Store footprint (square metres)73,216 71,927 70,445 68,194 67,230

NOEL LEEMING

Operating margin (%)

2.4 1.6 1.0 1.8 2.8

Same-store sales growth (%)6.4 14.2 1.0 5.6 –

Number of stores77 75 78 77 75

Store footprint (square metres)73,591 71,169 70,999 69,391 67, 972

DIVIDEND DISTRIBUTIONS

Interim (cents per share)

10.0 11.0 11.0 13.0 15.5

Final (cents per share)6.0 5.0 5.0 6.0 5.5

Ordinary dividends declared (cents per share)16.0 16.0 16.0 19.0 21.0

Basic earnings per share (cents)5.9 22.7 15.2 24.1 46.7

Basic adjusted earnings per share (cents)19.8 20.1 17.2 19.3 23.8

20172016201520142013

$000$000 $000 $000 $000

SUMMARY BALANCE SHEETS

Inventories

491,818 501,713 510,461 492,109 458,109

Trade and other receivables71,088 150,624 86,361 91,253 69,887

Creditors and provisions(336,451)(347,073)(315,565)(328,706)(315,679)

Working capital226,455 305,264 281,257 254,656 212,317

Fixed assets273,300 312,396 386,709 353,376 318,653

Held for sale71,699 52,277 – – –

Investments– – 2,778 5,541 5,671

Funds employed571,454 669,937 670,744 613,573 536,641

Taxation (liabilities) / assets45,870 40,943 18,599 27,485 11,373

Contingent and deferred consideration– (1,000)(3,250)(22,316)(21,759)

Goodwill and Brand Names106,601 129,315 120,092 132,583 100,891

Derivative financial instruments(19,265)(28,619)35,358 (7,653)370

Capital employed704,660 810,576 841,543 743,672 627,516

Net debt218,271 299,980 299,573 220,878 216,874

Equity attributable to shareholders485,522 510,429 540,060 518,926 400,029

Minority interest867 167 1,910 3,868 10,613

Sources of funds704,660 810,576 841,543 743,672 627,516

SUMMARY CASH FLOW

Continuing Operating profit

107,837 111,165 93,226 96,716 111,238

Continuing Depreciation and amortisation58,376 58,210 57,770 51,025 44,017

Continuing Operating EBITDA166,213 169,375 150,996 147,741 155,255

Change in trade working capital21,661 35,198 (35,343)(22,742)(9,243)

Income tax paid(27,454)(28,037)(22,398)(37,492)(40,803)

Net interest paid(16,008)(16,495)(18,662)(13,351)(12,270)

Share based payment expense1,283 3,208 2,114 2,266 2,545

Restructuring costs(12,397)– – – –

Discontinued EBITDA(6,686)(1,930)(929)(2,095)(5,748)

Loss on sale of plant and equipment1,476 1,141 691 2,282 3,965

Operating cash flow128,088 162,460 76,469 76,609 93,701

Capital expenditure(70,575)(75,180)(109,345)(91,010)(93,315)

Advances– – – (17,901)(12,071)

Advances repaid– – – 25,013 –

Proceeds from divestments79,714 45,870 31,120 27,544 195,572

Proceeds from equity raise– – – 114,072 –

Dividend from associate– 2,695 5,565 3,136 4,165

Net dividends paid(52,466)(58,162)(59,640)(58,193)(69,075)

Employee share schemes(2,148)(2,528)(2,455)(2,818)(2,310)

Acquisition of subsidiaries and minorities(1,000)(74,367)(20,043)(80,181)(116,648)

Other items96 (1,195)(366)(275)(4,200)

Net cash flow81,709 (407)(78,695)(4,004)(4,181)

Opening debt(299,980)(299,573)(220,878)(216,874)(212,693)

Closing debt(218,271)(299,980)(299,573)(220,878)(216,874)

FINANCIAL RATIOS

Operating margin (%)

3.6 3.8 3.4 3.7 5.0

Interest cover (times)8.6 7. 9 6.3 7. 4 9.8

Fixed charge cover (times)2.0 2.1 2.1 2.2 2.5

Net debt / EBITDA (times)1.4 1.8 2.0 1.5 1.4

Net debt / net debt plus equity (%)31.0 37.0 35.6 29.7 34.6

Return on funds employed (%)17.4 16.7 15.0 17.3 21.3

Capex / depreciation (times)1.1 1.2 2.0 1.8 2.2

18

19

ANNUAL 5 YEAR SUMMARY

ANNUAL 5 YEAR SUMMARY

FIG. 01 — THE WAREHOUSE PG. 22
FIG. 02 — WAREHOUSE STATIONERY PG. 26

FIG. 03 — NOEL LEEMING PG. 30

FIG. 04 — TORPEDO7 PG. 34

FIG. 05 — FINANCIAL SERVICES PG. 38

20

OUR GROUP OF BRANDS

21

OUR GROUP OF BRANDS

CONTENTS

Fig. 01

Fig. 03

Fig. 05

Fig. 02

Fig. 04

OUR PLAN FOR THE WAREHOUSE
— A plan

to reinvent

the bargain.

Financial Performance – a game of two halves

The financial performance for the core The Warehouse (‘Red’) business was

characterised by similar sales levels to the previous year, but very different

operating profit results in each half.

In the first half of the year, slightly lower margin rates were experienced

due to increased clearance activity relating to our changing pricing strategy

and product range reduction, and a poor Christmas. The cost of doing business

(CODB) also increased year-on-year by 1% at a time when gross profit was

dropping. This resulted in operating de-leverage and a 9% reduction overall

in operating profit for the first half.

In the second half of the year, the sales growth was again flat. However, margins

showed some recovery as the performance of the Head to Toe (Apparel),

accessories and footwear categories was strong, and CODB savings began to be

realised towards the end of the half, following a restructure of the business in Q3.

The second half-year performance is encouraging on two levels: first,

the sales and margin rates in categories moving into an EDLP model give

us some comfort that the strategic shift away from Hi-Lo promotional pricing

to EDLP is working; and second, the first steps in a multi-year programme

to reduce the CODB have been achieved. Many of the more significant

structural cost reductions that we are planning rely on improved operating

processes and efficiencies that will be realised following investments in

technology in future years.

Another benefit of the work carried out on changing to EDLP and range

reduction is that inventory at the end of the financial year is in good shape,

with little seasonal overhang, or aged stock requiring clearance. This means

one less headwind for the business as we approach FY18.

Overall, it was an encouraging end to the year for Red.

Store within

a Store model

New value

proposition

Invest in design

and merchandising

New technology

package

Reinventing

the bargain

Major change to

pricing strategy

23

22

THE WAREHOUSE

FINANCIAL PERFORMANCE

THE WAREHOUSE

Move to EDLP
A major change to pricing strategy was commenced in

FY17. Traditionally, the Red business has been operating

a Hi-Lo price strategy, which sees a range of discounting

and promotional specials offered each week to drive

excitement and to stimulate sales. With technology giving

customers the ability to compare prices from competitors

as they shop, and the advent of global retailers such as

Amazon, who through their buying power can typically

beat or match a discounted price, the future of Hi-Lo

pricing in many categories is bleak.

The Warehouse is changing to an Everyday Low Price

(EDLP) strategy where there is a strong focus on the overall

value proposition of product design, quality, price and range,

with high availability. We plan to move the majority of our

offerings into EDLP, noting that in some categories and

for seasonal events, some targeted promotional activities

still have a role to play for The Warehouse.

FY17 saw much of the foundational planning work

undertaken around the transition to EDLP, and the start

of changes to the Apparel and Homewares categories,

which by the end of FY17 are both at or over 50% EDLP.

FY18 will see a continuation of the programme, with the

objective of completing the bulk of the transition to EDLP

by year-end.

The financial impact of the transition is in clearing and

discontinuing stock lines that will not be part of the EDLP

offer in the future. In addition, investment in design and

merchandising has been made to improve the appeal of

products being sold. Under an EDLP model, we expect

potentially lower sales volumes, but at an overall stronger

margin rate given the lack of discounting. The EDLP

model will also drive significant gains in productivity as

products do not require the same intensive management,

repricing, or moving around the store as they would under

Hi-Lo. Our marketing also needs to change to develop

new ways to excite the customer to drive foot traffic into

stores. A focus on ‘Reinventing the Bargain’ is part of

taking customers on this journey with the business.

Within our team, we have people experienced in EDLP

environments and in making this transition. There are many

international models to point to for examples of how it has

been done well, and what pitfalls to avoid. Our second-half

performance in Red has been encouraging as the EDLP

categories have performed favourably.

Red and Blue Together

A key strategy for the organisation is the integration

of the Red and Blue (Warehouse Stationery) businesses,

first in the back office and then at operational levels.

A restructure was announced in February/March under

which we consolidated the management and operational

functions of the two businesses into one. A major systems

project was commenced at the start of Q4 to move all

of the operational support, merchandising, inventory

management and customer-facing systems (e.g. point

of sale) onto the Red platforms. This was completed

in September allowing the business to operate as an

integrated trading entity early in the new financial year.

As a change-management project this was complex, with

many different elements involved. While there was some

disruption to the business, the completion of the project

within a very tight time frame, is a strong indicator of the

business’ ability to execute its strategy and make bold

change rapidly.

In FY17, we piloted the integration in the market of Red

and Blue stores, with the implementation of a ‘Store within

a Store’ (SWAS) model at our Airport store in Auckland.

During FY18, we plan to test and pilot a number of other

locations with the objective of learning how an in-market

integration of the two Brands’ offerings might work, how

customers both in the B2C and B2B segments respond, in

order to inform a broader programme of integration. With

the challenges on traditional retailers, it is imperative for

the Group to optimise the use of its floor space, and to

drive profitability. Potentially co-locating or integrating the

Blue offering into Red stores may unlock significant fixed

cost savings for the business; however, such a change

needs careful planning to ensure that customers’ needs

are our primary concern.

During FY18, we plan

to test and pilot a

number of other

locations with the

objective of learning

how an in-market

integration of

the two Brands’

offerings might work.

Fig. 01

A plan to integrate The Warehouse

and Warehouse Stationery.

Fig. 02

The Warehouse

Royal Oak, Auckland.

Fig. 03

Team member

and customer talk

Active Intent.

Fig. 04

#MyWarehouseStyle.

24

25

THE WAREHOUSE

RED AND BLUE TOGETHER & MOVE TO EDLP

THE WAREHOUSE

OUR PLAN FOR WAREHOUSE STATIONERY
Financial Performance – another record-breaking year for Blue

– Everything you need to Work, Study, Create and Connect

Warehouse Stationery (‘Blue’) recorded another consistently strong result

with earnings before interest and tax (EBIT) increasing to $15.7 million. This

is the highest EBIT ever recorded by Blue. While sales were flat, market share

increased and we continued to deliver everything our customers need to Work,

Study, Create and Connect. Very careful management of cost of doing business

(CODB) helped to achieve this EBIT result.

Key Strategic Priorities

1. Brand Strategy – continue to build the strength of the brand, a loved

and trusted partner

2. Products and Services – curated product range and market-leading range

of copy centre and digital creative product

3. e-Commerce – innovate and develop our online experience

4. Customer Experience – seamless experience across all channels

5. B2B and Education – increase market share in the B2B and Education sectors

6. Integration and Operating Model – new operating model which transitions

our business, people, capability and culture for the future

Building strength

into our brand

Innovating

e-Commerce

Seamless customer

experience

B2B and

Education

increase

New integration and

operating model

27

26

WAREHOUSE STATIONERY

FINANCIAL PERFORMANCE AND KEY STRATEGIC PRIORITIES

WAREHOUSE STATIONERY

— A plan to

deliver to our

customers’

needs.

Products and Services
Our product range has continued to develop during the

year. More of our stores are carrying a range of Apple

products and our Ink and Toner offering continues to be

market leading. Print and Copy Services have continued

to show significant growth with customers enjoying the

new creative services we have introduced. We have also

rolled out new Fujifilm Digital photo equipment across

the store network.

Our seasonal Furniture catalogue continues to give us

range authority in this category, we have the widest range

of writing with our loose pen rollout and we launched

Lenovo, a major PC brand.

Back to School and Education Sector

We continue to be the Number One destination for Back

to School. Once again, the Back to School trading period

was extremely competitive. We delivered the widest

choice and offering to both parents and schools.

We have seen significant market share in the Education

sector. We intend to continue to leverage opportunities in

this area to remain a trusted partner for the sector.

People and Capability

Once again, we were recognised by IBM Kenexa as a

Finalist in their ‘Best Workplaces’ employee engagement

survey. Our CARE (Connect, Ask, Recommend, Execute)

internal development programme, together with other

capability programmes, are all part of ensuring we can

provide our customers with great service and advice

every time.

Store Network and Store within a Store (SWAS)

We added three new stores during the year, bringing

the total number to 69. The new stores are located at

Tauranga Crossing, Hawera and Johnsonville.

Our Airport store (Auckland) has relocated to within

our Red (The Warehouse) store. This is providing a

SWAS experience for our customers. We intend to trial

this approach with a few of our stores to assess trading

performance and customer experience.

Integration and Operating Model

We have commenced a significant integration programme

of people, processes and systems to operate both of

our brands: Red (The Warehouse) and Blue (Warehouse

Stationery). Central to this will be a people and capability

plan which builds on the ‘Way of Working’ within our

organisation and ensures the future success of our teams.

Fig. 01

Discussing

features and benefits

with a customer.

Fig. 02

Price checking

technology.

Fig. 03

Team members

discussing

promotional activity.

$

15.7

m

Warehouse Stationery recorded

another consistently strong

result with operating profit

increasing to $15.7 million.

29

28

WAREHOUSE STATIONERY

PRODUCTS, BACK TO SCHOOL, PEOPLE, STORE NETWORK AND INTEGRATION

WAREHOUSE STATIONERY

OUR PLAN FOR NOEL LEEMING
— A plan

to deliver

passionate

expertise.

Financial Performance – a standout

The financial performance for the Noel Leeming business was characterised

by strong sales growth, improvement in margins, and reductions in cost

of doing business (CODB). Overall, it was a standout performance from

Noel Leeming, increasing operating profit year-on-year by 60%, delivering

a profit performance uplift from 1.6% to 2.4% of sales.

In the first half of the year, the sales momentum that had been built at the end

of FY16 continued, with double-digit sales growth year-on-year of 11.1%. Sales

growth slowed as expected in the second half of the year, while the business

cycled the Dick Smith exit from the market in the comparative period, with H2

sales growth of around 3%. Margin growth was flat on H1, but was up 60 points

in H2 to 21.2%.

Market share

1

growth continued to be strong. In FY17, the total market

increased in dollar value by 2.9%, while Noel Leeming sales grew by 7.4%.

All channels delivered growth for Noel Leeming, with the commercial profit

growing by 15% and online profit 118%. Despite this growth, working capital

and inventory levels remain similar to last year.

Noel Leeming expanded its store network by a net two stores during the year,

opening stores in Takapuna and Tauriko (Tauranga Crossing).

Overall, it was a very strong performance from Noel Leeming.

Investing in our

store network

Personalised customer

conversations

Adding value through

our tech offering

Extend product

knowledge and

team expertise

1

GFK market share excludes all whiteware products.

31

30

FINANCIAL PERFORMANCE

NOEL LEEMING

NOEL LEEMING

60
%

Overall, it was a standout

performance from Noel Leeming,

increasing operating profit

year-on-year by 60%, delivering

a profit performance uplift from

1.6% to 2.4% of sales.

Services Business

In Noel Leeming, our purpose remains to make Kiwi lives

better through technology and, as market leaders and the

authority on product, we will continue to deliver on this.

Our strategy remains to provide the right product at the

right price through passionate people providing expert

service together with leading services.

Personalised conversations with our customers cement our

position as a loved and trusted brand, with myNoelLeeming

membership currently in excess of 500,000 Kiwis. This

enables us to gain a deeper understanding of our customers

and connect in relevant and more meaningful ways.

The 1600 passionate experts in our stores enable us to

provide outstanding product knowledge and our recent

partnership as the ‘Tech Expert’ with TVNZ reinforces our

position as the authority on technology and appliances.

In FY18, we will work closely with our suppliers to

ensure we continue to be first to market with new

products and technology.

By continued focus on capability and learning, we will

extend the product knowledge and expertise of our team

members, and through maintained focus on a health and

safety culture, we will ensure our team members and

customers remain safe in all that they do.

Services remains our point of difference, adding value

to our customers through our Tech Solutions offering.

This enables us to ‘connect’ with our customers, assisting

them with the set-up, installation and delivery of their

products, along with the ability to learn, connect and share

through our stores and in their homes or business premises.

FY18 will see us extend Tech Solutions to all stores and

launch a new services product (My Tech Solutions) to

further enrich the value offered to our customers.

Whilst the online business grows, the store network –

combined with our passionate experts – remains key to

servicing our customers’ needs. Investing in our store

network is an ongoing priority and FY18 will see us

continuing with our refresh programme, as well as adding

two new stores to the network. In addition, we will be

trialling several new ‘Click and Collect’ concepts.

Continued profit growth remains a focus with improving

gross margin a key initiative through better product life-

cycle management and maximising strong partnerships

with our suppliers. We will also remain focused on our

key assets of people, space and inventory to maximise

productivity and build process efficiencies.

‘Passionate Experts’ and ‘End to End’ service for our

customers is still at the heart of everything we do.

Noel Leeming and Torpedo7 Group –

Combined Operations

As part of the Group strategy, the management and

support functions for Noel Leeming and Torpedo7 have

been integrated during the second half of the year. This

recognises that both businesses have similar assisted sales

models and requirements for in-depth product knowledge

and customer service. Focusing primarily on the online

channel, Torpedo7 is a relatively new player to traditional

bricks-and-mortar retailing, and will benefit greatly

from the retail depth, sales disciplines and performance

management practices within Noel Leeming. Similarly,

Noel Leeming can gain more online trading expertise from

the Torpedo7 team.

Unlike Red and Blue together, there are no plans to trial

any in-store integration, but there is potential to expand

Torpedo7’s physical presence in areas where the Red and

Blue integration goes ahead.

Fig. 01

Passionate

team member,

happy customer.

Fig. 02

Updating on

product knowledge.

33

32

NOEL LEEMING

NOEL LEEMING AND TORPEDO7 GROUP – COMBINED OPERATIONS AND SERVICES BUSINESS

NOEL LEEMING

OUR PLAN FOR TORPEDO7
— A plan to be

the leader in

outdoors and

adventure.

Financial Performance – positioned to grow

Total Torpedo7 Group sales grew by 6.1% in the year to $157.7 million, with

strong growth coming from the 1-day business (an increase of 15.6%) and the

retail stores (up by 15.7%) offsetting a decline in the Torpedo7 online business

and in the No.1 Fitness and Shotgun brands.

Margin pressure from clearing aged inventory and a one-off inventory

adjustment of $0.6 million in No.1 Fitness led to reduced gross profit

percentage of 24.4% compared to last year of 25.7%.

Encouragingly, as part of the Torpedo7 turnaround plan, the H2 focus

on cost of doing business (CODB) savings resulted in a decline in CODB

as a percentage of sales, 22.7% compared to last year of 23.4%.

Overall, operating profit declined by 20.9%, from $3.4 million in FY16

to $2.7 million in FY17.

Torpedo7 opened a clearance store during the year in Newmarket, Auckland.

Best range at the

right prices

Defining brand clarity

– ‘See You Out There’

Improve in-store

experience

Relaunch Over and

Above Club

Improve product

supply base

35

34

TORPEDO7

FINANCIAL PERFORMANCE

TORPEDO7

Moving Forward
In Torpedo7 Group, our strategy is to grow the profitability

of the Torpedo7 business and nurture the successful

1-day business.

We are building the Torpedo7 brand to be New Zealand’s

authority on outdoor and adventure gear, with our team

of passionate enthusiasts ensuring we have the best range

at the right price for our customers.

Key to our success is the down-to-earth attitude of our

committed team members who inspire our customers

to want to ‘Get Out There’ no matter what their abilities.

In FY18, we will work closely with our suppliers to make

sure we enhance our team’s knowledge to give them

opportunities to live and breathe our product range.

The key focus for FY18 will be on defining brand clarity

and understanding our customers in order to help

us better meet their needs. This will result in refining

and curating our product offering, cultivating external

partnerships with brands whilst maximising our Torpedo7

branded product potential. Focus continues on inventory

control, and better life-cycle management of product will

enable us to improve our gross profit margin.

Customer experience in our stores and online remains a

high priority. Following the learnings from our Albany site,

our current flagship store, we will improve the in-store

experience across the network and also look to increase

the number of stores, the first of these new stores being

at Westgate in Auckland. In addition, we are making

changes to the look and feel of our three online stores:

Torpedo7, No.1 Fitness and Shotgun.

Our end-to-end bike, ski and snowboard workshops

and hire service offerings are an integral part of what

differentiates the Torpedo7 business from our competition.

The services crew, who live and breathe the outdoors,

provide expert mechanical and technical service along with

practical solutions and advice to inspire adventurers.

In FY18, we will relaunch our Over and Above Club, to add

more value for our customers and to enable us to personalise

our interactions. Working closely with the community,

both through Torpedo7 events and by our work with the

Hillary Foundation, we will encourage our customers to

make the most of the outdoors.

Driving profit through sales growth and cost control

will be key to the financial success of FY18. We will be

evaluating the efficiency of key business processes,

streamlining our systems and methods as we combine

the Torpedo7, No.1 Fitness and Shotgun businesses,

and fostering a culture of continuous improvement.

For the 1-day.co.nz business, the strategy is to continue

to nurture this entity. We plan to grow sales by further

expanding our database and driving greater customer

engagement through social media. We will also be

improving our product supply base and leveraging the

wider Warehouse Group sourcing team to optimise

speed to market. Through further development of

existing fulfilment capacity, we will continue to delight

our customers. As with the other brands in the business,

we will review our processes on an ongoing basis, with

the intention of streamlining costs, whilst investing in

capability and the areas of our business that will drive

increased profitability.

In summary, the future is exciting for the Torpedo7 Group

business. See you out there!

Fig. 03

Ensuring customers

get the right product

for their needs.

Fig. 02

Expert mechanical

knowledge.

Fig. 01

Living and breathing

the product range.

6.1

%

Total Torpedo7 group sales grew

6.1% in the year to $157.7 million,

with strong growth coming from the

1-day business (up by 15.6%) and

the retail stores (up by 15.7%).

37

36

MOVING FORWARD

TORPEDO7

TORPEDO7

OUR PLAN FOR FINANCIAL SERVICES
— A plan

to de-risk

through

divestment.

Financial Performance

The Financial Services business reported an $8 million operating loss for the

full year. The first half’s results were disappointing, with the combined effects

of slower revenue growth and a lower asset base than was expected delivering

a weaker performance than had been planned.

A major contributing factor was the lower level of participation and use of

the Financial Services credit cards from the customer base that came across

as part of the acquisition of Westpac’s share of our Joint Venture business.

Higher write-offs as inactive customers required more collections effort were

also a contributing factor.

This weaker performance created an impairment challenge for the business

at the half year, as the $22.7 million of goodwill on the balance sheet required

valuation support of projected future cash flows. Consequently, in the H1

financial statements, the business impaired all of the goodwill, due to the

uncertainty in cash flows ($11.0 million relating to Diners acquisition, $11.7 million

relating to the Westpac acquisition).

Future financial

services strategy

De-risk

financial investment

Continue to support

product innovation in

financial services

39

38

FINANCIAL SERVICES

FINANCIAL PERFORMANCE

FINANCIAL SERVICES

As with all businesses that are in an investment phase,
Financial Services was under close review by both its

independent board from a performance standpoint and

the parent board from an investment perspective. In early

2017, we appointed Donna Cooper to the role of CEO for

Financial Services to assist with execution of the strategy

and to better understand our retail customers’ needs to

inform future product offerings. As part of that work it

became clear that our future financial services strategy

should be centred around more digital, platform-type

offerings than traditional credit manufacturing.

With the acceleration of our retail transformation strategy

in early 2017, a decision was made to de-risk the financial

investment that Financial Services represented to the

Group. We decided to seek a partner who would continue

to be a finance partner for the retail businesses, as well

to as support the product innovation in financial services

that originally drove the Group’s entry into that sector.

Sale

The sale of Financial Services to Finance Now (a subsidiary

of SBS Bank) was announced in July and completed in

early September for a purchase price of $18 million. The

price reflected a discount on net assets in the business,

as it is loss-making, and the transaction was a sale of the

business as a going concern rather than as an asset sale

with associated wind-up costs. As the FY17 balance date

fell prior to the completion of the sale, the discount on sale

has been reflected in the financial statements as a further

impairment on the intangible (software) assets in the

business. Throughout the sale process, the team remained

focused on executing many improvements in the business

and the second half result was in line with our revised

half-year expectations.

The Warehouse Group continues to own Diners Club

(NZ) but that business is classified as discontinued and

assets as held for sale. We are now working with Diners

International to plan the future of that business.

$

18

m

The sale of Financial

Services to Finance Now

(a subsidiary of SBS Bank)

was announced in July

and completed in early

September for a purchase

price of $18 million.

Encouraging operational

best practice, process

improvement and

cost reduction

Centralised

support functions

Accelerating planned

change programmes

Driven to deliver our

strategy of sustainable

profitability and

customer relevance

Changes to our

operating model

OUR PLAN FOR THE WAREHOUSE GROUP

Establishing centres

of excellence

40

SALE

FINANCIAL SERVICES

41

OUR WAREHOUSE GROUP OF BRANDS

Supporting communities
and the environment is

part of our DNA.

$

5.6

In total across the Group,

more than $5.6 million

was raised and donated

during FY17.

The Warehouse Group’s involvement in the community and environment

has been strengthened further over the past year, with corporate social

responsibility becoming a key pillar of the Group’s strategy.

FY17 has been a transformative year for our community and environment

initiatives. Fundraising across the Group has gone from strength to strength

and new collaborative partnerships have been established. This has enabled

us to take a real stance on issues affecting our society today.

In total across the Group, more than $5.6 million was raised and donated

during the financial year.

Our environment strategy has evolved. The Group’s focus on cleaner and

greener products continues, with an even greater emphasis on engaging

and inspiring customers to help them live sustainable lives.

We believe education is critical to ensuring a successful and prosperous country

where every Kiwi can flourish. Going forward, our community and environment

initiatives will increasingly be focused around education, with some exciting

new partnerships and programmes planned for the coming year.

m

43

42

INTRODUCTION

COMMUNITY & ENVIRONMENT

COMMUNITY & ENVIRONMENT

Fig. 01
Youthline cheque

presentation,

16 October 2016.

Fig. 02

Staff enjoying a visit

from Harold and the

Life Education team.

Fig. 03

Christmas celebration

in partnership

with Variety – The

Children’s Charity.

The Warehouse is an iconic part

of the make-up of New Zealand’s

communities, and this lives through

our collaborative community

partnerships. In FY17 we partnered

with five organisations at a

national level, centred around

initiatives that improve outcomes

for young people and their

whānau –supporting them

with their education, well-being

and youth employment.

Fig. 04 — Variety – The Children’s Charity

Almost one in three Kiwi children are growing up without

the basics. Our partnership with Variety raised funds

to help level the playing field for disadvantaged kids,

particularly with their education. With the funds raised

through The Warehouse, children are given a good

start in life by covering basic unmet needs like clothing,

prescriptions, doctor’s bills and school stationery. They are

also given opportunities that they’d otherwise miss out on,

such as the chance to play sport or go on school camp –

helping them reach their full potential.

Fig. 05 — Life Education Trust

The Life Education truck turning up to school with

Harold the giraffe, is often a highlight of the year for

many Kiwi kids. Our partnership with Life Education

Trust provides at-risk children an opportunity to attend

the classroom modules, which empowers them to make

healthy choices so they can live full lives. Funds raised

through The Warehouse also helped Life Education Trust

to adapt their teaching methods from paper-based to

a digital platform so they can engage children further.

Fig. 06 — Women’s Refuge

Children are often seeing, hearing and getting caught in

the middle of family violence. In fact, just under half of

Women’s Refuge’s clients are children. The effect of this

exposure can be devastating. The fundraising campaign

we ran for the Women’s Refuge ‘Kids in the Middle’

initiative funded child-advocates to be based in refuges

across the country. These advocates provide around-the-

clock, wrap-around support for children in the form of

counselling programmes and one-on-one guidance.

Fig. 07 — The Parenting Place

Being a great parent is the most valuable job in the world.

Attending one of The Parenting Place’s Toolbox parenting

courses is often a life-changing education experience.

Over a number of weeks parents learn activities and

strategies they can apply at home, all in a relaxed setting

facilitated by trained volunteers who are friendly and

supportive. The funds raised provided vulnerable families

in local communities the opportunity to attend one of

these courses.

Fig. 08 — Youthline

Youthline supports young people in need and their

families anytime, day or night. Their vision is to create

communities where young people thrive. Thanks to

generous customers who donated during our fundraising

campaign, Youthline have been able to launch their

‘GoForward’ digital strategy. This delivers counselling by

technology, like GoChat – which bridges the gap between

phone and text counselling, GoMobile – a text counselling

programme, and GoLive – an online counselling option.

Fig. 04Fig. 05Fig. 06Fig. 07Fig. 08

44

45

COMMUNITY & ENVIRONMENT

THE WAREHOUSE

COMMUNITY & ENVIRONMENT

THE WAREHOUSE

Pedalling for Our Tamariki
In March 2017, more than 160 team members from

The Warehouse and Plunket hopped on their bikes for

a 16-day cycle relay – the length of the country! This

was the second year we’ve run the Pedal for Plunket

campaign, with funds this year supporting Plunket

community services. These services ensure that all families

can connect with their community to provide a safer,

better place for children to grow up in.

Olympic cyclist Alison Shanks joined us on the journey

as our ambassador. Alison motivated our team, provided

handy training tips and tricks, encouraged donations and

supported at Pedal for Plunket events around the country.

In total, cyclists rode more than 3,800 kilometres of

winding New Zealand roads, stopped at 88 of our stores,

and took countless selfies along the way. Our stores

and local Plunket volunteers joined in to put the ‘fun’

into fundraising – they provided energetic welcoming

committees when cyclists flew through cities, rattled

buckets for donations, put on bake sales and hosted

sausage sizzles.

Thanks to the generosity of our customers, we presented

Plunket with a cheque for $456,460 at the end of the event

– significantly up from the first campaign in 2015.

In addition, this year donations to Plunket from approved

car seats sold in The Warehouse reached $38,390.

Work-readiness for Young People

A highlight this year was launching Red Shirts in the

Community officially – a partnership with the Ministry

of Social Development. This means that over the next

year, 1,000 young Kiwis aged 16 to 24 who are not

currently in employment, training or education will

receive vital foundational skills through work experience

in The Warehouse stores.

Participants in the programme receive training in

retail customer service, communication skills, personal

presentation, merchandising, and health and safety.

Participants receive a certificate of participation and a

verbal reference, which they can use while seeking a job.

Where possible, participants can also earn credits towards

a National Certificate in Retail (Level 2 NCEA) and a

Customer Service Award.

The initiative has had proven success. A total of 70% of

participants who completed the pilot programme gained

some form of paid employment within three months of

completing the programme.

We believe that businesses have an important role to play,

contributing to the development of a country where all

youth can flourish. Red Shirts in the Community is believed

to be the largest employer-led youth employment initiative

in New Zealand. We are working with the Ministry of

Social Development to develop a framework that other

organisations can use to roll out similar programmes for

young people. We are looking forward to continuing

to measure the outcomes and success levels of this

innovative programme in the coming year.

$

456k

Thanks to the generosity of our customers,

we presented Plunket with a cheque for

$456,460 at the end of the campaign.

Fig. 09

Pejman Okhovat, CEO TWL and WSL,

and Amanda Malu, CEO of Plunket, at the

starting line of the Pedal for Plunket event.

Fig. 10

Helping Our Team to Get Ahead Financially

We extended our successful ‘You and Your Money’

financial literacy programme this year, conducting 21

courses for 192 team members of The Warehouse. This

educational programme is run in partnership with the

Commission for Financial Capability and directly links

to the Government’s National Strategy for Financial

Capability, ensuring everyone is prepared to get ahead

financially. It covers everything from budgeting, managing

debt, savings, investing and preparing for retirement.

A total of 94% of our team members who participated in

the programme this year found the course “very useful”.

They reported a general increase in their own financial

knowledge and capability, and believe it will help them

to make the most out of their money for themselves and

their whānau.

Grassroots Community Support

In addition to our national programmes, we believe it’s

important to work at a local level, supporting causes and

needs that matter to communities. This is why each of

our stores partners with neighbourhood organisations,

providing more than $1 million of support over the year

through various ways, such as our iconic community BBQs,

proceeds from our 10c plastic bags and product donations.

Our nine trading regions continued to partner with

organisations in their area. These regional partnerships

funded everything from educational zoo visits for

low-decile schools through The Warehouse Zoofari

programme, to providing free books for schoolchildren

to assist their reading skills through Duffy Books.

Supporting Communities in Need

We believe it’s important to do all that we can to support

those who are vulnerable during disasters and in times

of need. In emergency situations, we partner with

organisations who are on-the-ground co-ordinating

recovery efforts and providing support.

The Kaikoura earthquake disrupted communities

significantly and, in some cases, our business operations.

We worked with New Zealand Red Cross, which had

teams locally providing emergency aid and ensuring

everyone had the support they needed. Our customers

donated generously to the Red Cross Earthquake Appeal

we ran in The Warehouse stores.

In April 2017, flooding in Edgecumbe impacted and

displaced hundreds of families. Once again we worked

with Red Cross co-ordinating flood-relief kits for those

affected around the Bay of Plenty region.

Fig. 11

Minister Tolley

addressing

Red Shirts at a

community launch.

Fig. 12

The Warehouse Lincoln Road

presents a cheque to

Seed2Harvest, one of their

Customer Choice partners.

46

47

THE WAREHOUSE

COMMUNITY & ENVIRONMENT

COMMUNITY & ENVIRONMENT

THE WAREHOUSE

National and Regional Fundraising
August 2016 to July 2017

$

355,044

$

343,708

$

340,727

$

265,504

$

251,983

$

456,460

$

2,013,426

$

758,814

Local and Other Fundraising

August 2016 to July 2017

$

119,712

$

367,240

$

545,475

$

1,032,427

$

273,325

$

4,077,992

Fig. 13

Grand total national, regional and

neighbourhood fundraising for FY17.

Variety – The Children’s Charity

Women’s Refuge

The Parenting Place

Youthline

Total National Fundraising

Total Regional Fundraising

Life Education Trust

Coin boxes

Bags for Good

Total Local Fundraising

Other Fundraising

BBQ fundraising

We’re all about helping

Kiwis to do great things,

and Warehouse Stationery’s

education-focused community

partnerships are an essential

part of this. Our team is

passionate about making a

difference – this deeply-ingrained

passion came through in

very successful fundraising

campaigns for our national

partners CanTeen and The

Salvation Army, and our various

regional partners, reaching

record amounts in some cases.

Fig. 14

A Warehouse Stationery

team member invites a

customer to add a

donation to their purchase.

Pedal for Plunket

48

49

COMMUNITY & ENVIRONMENT

WAREHOUSE STATIONERY

THE WAREHOUSE

COMMUNITY & ENVIRONMENT

Making Tertiary Education Accessible
As part of our commitment to making education

accessible and affordable for every Kiwi, we are proud to

offer scholarships that support up to six ambitious young

New Zealanders to complete tertiary education every year.

These young people would otherwise not have been able

to afford to study.

FY17 was the second year of the Warehouse Stationery

Scholarships. Along with funding their tertiary study, we

provide every recipient with employment in one of our

stores to assist with living costs. They also receive full

wrap-around support, including mentoring and courses

that help them maximise their chances of successfully

completing their qualification.

In the coming years, we plan to increase the number of

scholarship recipients. We are also extending the selection

criteria to include participants of The Warehouse’s Red

Shirts in Community programme.

Getting Education Back on Track

Often when young people go through cancer their whole

life is put on hold and their education is affected. CanTeen

believes that life shouldn’t stop with a diagnosis of cancer,

and that no young person should ever face cancer alone.

Education is so critical to the success of our young people. The

funds donated generously from our customers help CanTeen

support young people to get their lives back on track, giving

them the strength and resources to reconnect and return to

their education. During FY17, we raised $172,837 for CanTeen.

Aspiring to Greater Things

Life can be tough for young people, which is why our

partnership with The Salvation Army continued to fund

Aspire programmes this year. Aspire is a year-long youth

development programme that helps at-risk young people

overcome their barriers, grow and develop, connect positively

with others, take responsibility and master essential life skills.

Aspire has now been running for three years. The Salvation

Army works directly with schools to identify and help

young people who may be at-risk. The $163,250 raised

for The Salvation Army in FY17 will help these youth

aspire to greater things.

Fig. 16Fig. 15

$

172,837

$

163,250

Raised for CanTeen

Raised for The Salvation Army

Fig. 17

Shari French, GM of

Community Relations,

presents a cheque

to Shane Chisholm,

Territorial Public

Relations Director of

The Salvation Army.

Fig. 18

Teens from

CanTeen.

Fig. 19

Youth supporting

CanTeen.

Fig. 20

The Salvation Army

promotes the Red Shield

Appeal in Warehouse

Stationery stores.

Research completed

as part of the programme

showed a significant increase

in key attitudinal indicators,

such as an increase in young

people’s confidence to

reach their goals.

Aspire is a year-long youth development

programme which helps at-risk young

people aspire to greater things.

50

51

WAREHOUSE STATIONERY

COMMUNITY & ENVIRONMENT

WAREHOUSE STATIONERY

COMMUNITY & ENVIRONMENT

$
485,274

Fig. 21

Grand total national and regional

fundraising for FY17.

National Fundraising

August 2016 to July 2017

$

172,837

$

163,250

$

336,087

Regional Fundraising

August 2016 to July 2017

$

13,928

$

32,898

$

20,612

$

51,338

$

30,411

$

149,187

CanTeen

The Salvation Army

Total National Fundraising

Scouts New Zealand

Child Cancer Foundation

Duffy Books

The Key to Life Charitable Trust

Bluelight

Total Regional Fundraising

Making Kiwi lives better is

what Noel Leeming is all about.

We strive to create positive

outcomes in the education

space and demonstrate our

commitment to New Zealand

communities.

Enhancing the Education Experience

In FY17, we launched the Community Learning Programme.

This initiative evolved from our successful Mobile Learning

Centre, which has now completed its two-year road trip

around New Zealand.

We have partnered with 24 low-decile primary schools,

delivering 2,500 hours of free learning sessions to teachers

and their students. Our mission is to help teachers better

understand how they can use technology to enhance the

experience for their students, create opportunities and

help them to discover new learning pathways.

Our Tech Solutions team members across the country

deliver tailored learning experiences – covering everything

from coding, robotics, 3D design, virtual reality and

educational learning platforms. We are excited to watch

the success of this programme and measure its outcomes

over the year ahead.

Supporting and Mentoring Youth

Noel Leeming established a partnership in FY17 with First

Foundation – an educational trust which gives academically

talented young Kiwis a ‘hand-up’ to tertiary education. The

programme provides students with financial support, paid

work experience, advice, guidance and a supportive mentor.

Our partnership is not just about funding education for

students. After being blown away by the calibre of the

programme applicants, we saw an opportunity for our

team to engage and mentor the talented young people,

assisting them with the major transitions they face moving

from school to university life. We now have several of

our lead team mentoring youth through the programme,

including CEO Tim Edwards.

Fig. 22

Young students experiencing

technology thanks to Noel Leeming.

Fig. 23

Students getting digital advice through Noel Leeming’s

community learning programme.

2,500

We have partnered with 24 low-decile primary

schools, delivering 2,500 hours of free learning

sessions to teachers and their students.

53

52

NOEL LEEMING

WAREHOUSE STATIONERY

COMMUNITY & ENVIRONMENT

COMMUNITY & ENVIRONMENT

At Torpedo7 we live and
breathe the outdoors; we think

it’s important that others have

the opportunity to experience

it as well. That is why we focus

our community efforts on

outdoor education initiatives.

Giving the Gift of the Outdoors

Our partnership with Hillary Outdoors Education Centres

allows our team members and generous customers to

share our outdoors way of life with students who wouldn’t

otherwise have the opportunity.

The partnership focuses on youth from low-decile

schools, giving them the chance to grow through a unique

adventure and outdoor experience. The experiences are

designed to challenge youth both mentally and physically,

helping them work together as a team and grow as

individuals. These are often life-changing, building the

skills and resilience youth need – with a positive flow-on

effect to their school, family and community life.

“I will apply what I have learned about perseverance

and patience into my school work, being patient and

persevering with long, tedious assignments and tasks,

knowing that I will enjoy the end result,” says Rebecca,

a student at Papatoetoe High School who took part in

a five-day outdoor education programme on Great Barrier

Island thanks to funding from Torpedo7.

Schools that have benefited from our partnership

include Melville High School, Papatoetoe High School,

Taupo-a-nui, and Auckland Girls’ Grammar School.

Over $8,500 was raised for Hillary Outdoors during FY17;

this will contribute positively to the life-journey of the

youth who participate in the outdoor learning experiences.

“ I believe the funding and

opportunity to attend this

programme has allowed each

individual student to explore

their own values and potential.

This will enable them as

individuals and members of

a community to contribute to

developing a stronger, vibrant

local community in the future.”

Keith Francis – Papatoetoe High School teacher

Fig. 24Fig. 23

Students participating

in the Hillary Outdoors

education programme.

The 1-day team continued their

partnership with Ronald McDonald

House Charities® (RMHC®) in

FY17. Ronald McDonald House®

provides free accommodation

and support services to thousands

of families, ensuring they are

better placed to cope and help

their children heal.

The RMHC® facilities seek to alleviate the emotional, practical

and financial burdens a family can face to enable them to

focus on the most important thing – their child’s recovery.

Through the team’s efforts and the generosity of our

customers, 1-day contributed $25,000 towards Christmas

toys and gifts for all families staying in a Ronald McDonald

House® during this financial year.

The 1-day team also volunteered at the Auckland House to

cook a festive Christmas feast – allowing families to have

a night off cooking so they could spend this special time

with loved ones. Santa added Christmas cheer with a visit

on the night, handing out 1-day presents to the children.

Over 1,000 gifts were donated nationwide to all Ronald

McDonald Houses for children and their families.

In addition to Christmas cheer, 1-day supply all

participating RMHC® Supper Clubs with 1-day products to

auction off at these great events. This year the donated

products raised $29,000 – thanks to a bunch of wonderful

volunteers organising these events. The 1-day staff also ran

an annual corporate golf day at Ngaruawahia Golf Course

in March, which raised $8,500 through auctions and

donations from local businesses and suppliers.

Fig. 26

1-day presents a

cheque to Ronald

McDonald House®.

Fig. 25

54

55

COMMUNITY & ENVIRONMENT

TORPEDO7

1-DAY

COMMUNITY & ENVIRONMENT

This year saw the continued
success of our The Warehouse

Group fundraising and

community programmes – all

designed to help New Zealand

flourish. The 25th annual Gala

Dinner was New Zealand’s largest

corporate fundraising dinner

and raised a record amount.

Our team members in stores,

our store support office and

distribution centres continued

to get in behind our fundraising

efforts, and they give generously

through payroll giving.

Fig. 27

Students learning

gardening skills with

Harold the Giraffe.

Fig. 28

In FY17, our team members

donated a total of $138,489

through payroll giving.

Fostering Team Member Generosity

We’re all about helping our team to be the best they can

be, which includes supporting communities and helping

New Zealand flourish. Team-member generosity continued

to grow over the past year, with payroll giving becoming

even more popular.

Payroll giving is a voluntary initiative that enables our

team members to give one-off or ongoing donations from

their pay to a registered charitable organisation or school

of their choice. Our team tell us they love the flexibility and

ease of payroll giving, which enables them to support their

neighbourhood and causes that matter to them.

In FY17, our team members donated a total of $138,489

through payroll giving, which has benefited more than

220 community organisations. This takes our all-time total

raised through payroll giving to over $500,000 since we

launched this initiative.

Helping to Tackle Childhood Obesity

New Zealand ranks third-highest in the OECD for child

obesity levels, with one in three Kiwi kids classed as being

obese or overweight – and rates are continuing to rise.

The knock-on effects of being obese or overweight for

a young person include low self-esteem, bullying, eating

disorders, ill health and even suicide.

To tackle this rising epidemic, Life Education Trust and

Garden to Table partnered to create the Empower

programme. This is a comprehensive and sustainable

classroom-based initiative, which will be the largest

programme to tackle childhood obesity in New Zealand.

Empower was funded through The Warehouse Group’s

Gala Dinner 2016, which raised a record amount of

$776,584 to launch the programme, thanks to our

generous suppliers and business partners.

The success of the initiative is down to collaboration – by

bringing together two of the Group’s community partners,

Empower will deliver even greater outcomes. It leverages

Life Education Trust’s experience and strength in delivering

classroom-based modules around food, nutrition and

healthy eating – and Garden to Table brings practical

learning in the garden and the kitchen.

Over a two-year period, Empower will benefit around

32,000 Kiwi children in about 170 schools – with a mission

to empower children with the knowledge to take action

and create healthy, lifelong habits.

“Gaining the support of The Warehouse Group and its

suppliers and business partners, who each year make a

significant contribution to community development, has

ensured our innovative programme can go forward.”

John O’Connell – CEO Life Education Trust

$

776k

Empower was funded through The Warehouse Group’s

Gala Dinner 2016, which raised a record amount of

$776,584 to launch the programme, thanks to our

generous suppliers and business partners.

57

56

THE WAREHOUSE GROUP

THE WAREHOUSE GROUP

COMMUNITY & ENVIRONMENT

COMMUNITY & ENVIRONMENT

Recognised for Helping New Zealand Flourish
Throughout the year, The Warehouse Group received

industry recognition for several of our community initiatives.

• We received our third Business and Community

Shares (BACS) Good Business Egg Award in five

years, which is more than any other New Zealand

business has achieved. Our BACS Award recognised

The Warehouse’s commitment to ‘Community

Empowerment in Aotearoa’ – focusing on education,

well-being and youth employment.

• We were the first business to be accredited by White

Ribbon, recognising our policies and work to prevent

family violence.

• Our ‘Family Violence, it’s not OK’ initiative won the

Corporate Social Responsibility award and was a

finalist in the Christian Dahmen Memorial Award for HR

Innovation at the 2017 Human Resources Institute of

New Zealand Awards.

• The Warehouse was first-equal with Rainbow’s End

for the Local Youth Employer Award at the 2016

Auckland ‘Young at Heart’ Awards – acknowledging the

contribution made to creating sustainable employment

opportunities for young people.

Just after year-end we were awarded the Emerging

Diversity and Inclusion Award by Diversity Works for our

family violence initiatives.

A Round of Golf for Good

Over $75,000 was raised for Grandparents Raising

Grandchildren at the Bob Tindall Golf Day in March 2017,

thanks to the generosity of our suppliers.

The funds raised from the event extends caregiver education

programmes throughout New Zealand, providing vital

support services to more than 6,000 full-time grandparent

and whānau caregivers who are raising children in

circumstances where the alternative is foster care.

We are proud to support Grandparents Raising

Grandchildren, ensuring grandparents are well equipped

to deliver the very best outcomes and care for some of

New Zealand’s most vulnerable children.

“I admire grandparents who take on such a huge

responsibility and it is great they have a range of support

services through an organisation like Grandparents

Raising Grandchildren.”

Nick Grayston – CEO, The Warehouse Group

Standing Against Family Violence

In New Zealand, police are called to a family-violence-

related incident every 5.5 minutes and one in three

women will experience domestic violence at some point

in their lifetime. These are just some of the statistics we

are working to change through our ‘Family Violence, it’s

not OK’ initiatives. This multilayered initiative not only

supports our team members but also they have been

recognised by other businesses and industry groups as

leading in their field, which has potential to broaden the

benefits further.

Launched in FY16, the programme was strengthened

in FY17 to include comprehensive training, including

educating people leaders on signs and ways to discuss

the subject with someone who may need support

within their team. During the FY17 year we were the

first business in the country to publish Women’s Refuge

information resources on our team-member intranet. The

information includes advice on the warning signs of family

violence, how to stay safe, how to seek help and how to

help others. It also features a section on how to support

team members, including details of our ‘Family Violence,

it’s not OK’ policy. Another initiative put in place during

the year was an in-store poster campaign to support team

members who may be experiencing family violence.

In addition, we were proud to host two knowledge-sharing

events for other New Zealand businesses which wanted

to know more about our policy and associated training.

The policy and training resources were shared in an

effort to encourage more businesses to implement

similar initiatives.

Fig. 29

The Warehouse being

presented with their

accreditation by White Ribbon.

Group Fundraising

August 2016 to July 2017

The Warehouse Group’s

Gala Dinner (proceeds to

Life Education Trust and

Garden to Table’s Empower

programme)

Bob Tindall Golf Day

(proceeds to Grandparents

Raising Grandchildren)

Payroll giving

Support office, distribution

centre and Shanghai office

fundraising

$

1,025,842

Fig. 30

Total Group fundraising.

$

776,584

$

76,000

$

138,489

$

34,769

58

59

THE WAREHOUSE GROUP

COMMUNITY & ENVIRONMENT

COMMUNITY & ENVIRONMENT

THE WAREHOUSE GROUP

3.9
%

This year is the third year

of reporting greenhouse

gas (GHG) emissions generated

by all the major Group

businesses: The Warehouse,

Warehouse Stationery,

Noel Leeming, Torpedo7,

and Financial Services.

We have achieved Certified Emissions Measurement and Reduction

Scheme (CEMARS®) certification for these emissions, which recognises

our commitment to managing and reducing our GHG emissions. To receive

this certification our GHG emissions and emissions reduction plan were

independently reviewed and audited.

The Group’s top emissions activities were international shipping (36% of

emissions), electricity (29%) and domestic shipping (15%), which includes road,

rail and sea shipping and courier freight. International shipping emissions are

reported for the products we directly source from overseas; we do not include

international shipping emissions for products sourced within New Zealand,

which our suppliers are responsible for.

Overall, Group emissions fell by 3.9% to 39,515 tonnes of carbon dioxide

equivalent (CO

2

e).

Overall, Group emissions fell by

3.9% to 39,515 tonnes of carbon

dioxide equivalent (CO

2

e).

However, there were emissions increases in three key

areas: international shipping, courier freight, and landfill.

International shipping increases were due to greater

use of air transportation. Courier freight, particularly air

freighting of parcels within New Zealand, has increased

as we seek to deliver orders to customers more quickly.

We have started using an electric van for some deliveries,

to reduce emissions where possible. Landfill increases

are primarily as a result of construction-related waste

from opening new stores and extending our distribution

centres, as well as from disposing of damaged products

and fittings because of the Kaikoura earthquake.

Warehouse Stationery’s emissions fell by 9.7%, largely

from decreases in air travel and electricity emissions.

Noel Leeming’s emissions decreased by 9%, also

predominantly from decreases in air travel and electricity

emissions, although there was an increase in fuel used in

company vehicles.

Torpedo7’s emissions grew by 16% with significant

increases in the areas of international shipping and landfill.

There were two main drivers of this reduction: air travel

and electricity. Air travel has been reduced with new

booking controls being put in place. Electricity usage

decreased by 2%; in addition, the emissions impact of

electricity fell significantly during FY17 as very high levels

of renewable electricity were generated, according to the

Ministry of Business, Innovation and Employment. The net

impact was a reduction in electricity emissions of 17%.

Driving the decreases in electricity usage have been

the installation of LED lighting in stores (now in 10 of

The Warehouse stores), a store closure, and – for

unfortunate reasons – the partial closure of the Lower

Hutt store because of damage from the Kaikoura

earthquake. We anticipate long-term electricity use

to grow because we have committed to 30% of our own

road fleet to be electric by the end of 2019. Our overall

emissions will be lower, though, as we substitute fossil

fuels with electricity.

The Warehouse generates 78% of the Group’s emissions,

reflecting its greater store footprint and sales within

the Group. Also, The Warehouse directly sources the

greatest proportion of products from overseas, and so has

significantly more international shipping emissions. The

Warehouse’s emissions fell by 3.9%, largely driven by – as

discussed above – air travel and electricity use, and from

a reduction in gases lost from air-conditioning systems

because of better air-conditioning maintenance and the

use of newer units.

61

60

GHG EMISSIONS

COMMUNITY & ENVIRONMENT

GHG EMISSIONS

COMMUNITY & ENVIRONMENT

Palm oil
In FY16, we introduced our Palm Oil Sourcing Policy which

covers any product that contains palm oil (or a palm oil

derivative). Palm oil is an ingredient in a wide range of

product categories, most common in food, pet food,

household cleaning products, personal care, and health

and beauty. Like our wood policy, this policy commits

us to ensure that any palm oil ingredients come from

certified sustainable sources. Progress has been slower

than expected because of challenges in identifying palm

oil in products and sourcing genuine certified palm oil.

To accelerate progress, we are focusing on health and

beauty and food categories, as palm oil is most prevalent

in these product areas.

Microplastics

In the early part of FY17 we introduced a ban on wash-off

health and beauty, personal care, and cleaning products

containing microplastics. Microplastics are minuscule

balls of plastic, often called microbeads, which are used

in products for functions such as abrasion (exfoliation),

bulking or controlling viscosity. The plastics are washed

down the drain after use and sewer systems cannot

capture them, so they end up in the ocean as a pollutant

and are often eaten by sea creatures. From May 2018,

the Government will ban the sale of wash-off products

containing microplastics.

Apparel

We have recently started a project to assess and address

the environmental impact of our apparel products. We are

focusing on our top-selling products and evaluating them

against industry benchmarks in areas such as material

types and chemicals used in production processes. Once

we have assessed these risks we will investigate solutions

with suppliers.

Customer Electric Vehicle Charging

The Energy Efficiency Conservation Authority (EECA)

awarded The Warehouse part funding for public electric

vehicle (EV) charging stations outside 20 of The Warehouse’s

stores. We have focused on stores outside of Auckland

because there are fewer public charging stations there.

Our first of these chargers will be installed in Southland by

the end of 2017. The map on page 63 shows the 20 stores

that will have chargers by July 2018.

In addition to these 20, we have installed a public charger

at The Warehouse Royal Oak (Auckland), where we have

been testing how best to install and operate the charger.

In addition, we have installed four chargers at our Store

Support Office for use by employees and visitors.

Environmentally Sustainable Sourcing

Wood

We want to help our customers live more sustainably by

giving them peace of mind that the products they buy are

sourced in environmentally sustainable ways. In FY15 our

Wood Product Sourcing Policy was put in place to ensure

that products containing wood or wood pulp were not

linked to deforestation. We have made significant progress,

with most impacted products now sourced sustainably.

Fig. 32

Energy-efficient LED

lighting at The Warehouse,

Queenstown.

Fig. 31

Our charging station network

to be installed outside

20 of The Warehouse’s stores.

Fig. 33

The Wellington launch

of soft plastics recycling

at The Warehouse, Lyall Bay.

63

62

COMMUNITY & ENVIRONMENT

COMMUNITY & ENVIRONMENT

Fig. 34
Polystyrene compactor at our North Island Distribution Centre.

Statistics

The

Warehouse

Warehouse

Stationery

Noel

LeemingTorpedo7Total

Landfill

kg total

2017

2,443,836 243,043 474,793 167,477 3,329,149

2016

2,321,209 269,013 420,437 110,814 3,121,474

2015

2,383,683 322,096 381,225 138,515 3,225,518

2014

2,481,645 587,679 338,660 N/A 3,407,984

AVERAGE

kg per

$m sales

2017

1,387 8745861,062977

2016

1,318964559745897

2015

1,387 1,226 573 1,056 1,060

2014

1,490 2,345 546 N/A 1,460

Store electricity

kWh total

2017

65,691,866 8,935,37513,041,9982,194,52389,863,762

2016

67,416,5248,723,44613,239,3351,865,900 91,245,205

2015

67,949,9427,865,95713,312,4211,744,219 90,872,538

2014

67,168,4168,545,69015,479,178N/A 91,193,284

AVERAGE

kWh per

m

2

per

month

2017

10.6410.5313.8711.4811.63

2016

11.28 10.93 14.35 10.41 11.74

2015

11.31 9.94 16.38 9.74 11.84

2014

11.18 10.44 19.32 N/A 13.65

GHG

CO

2

e total

2017

31,0302,5123,8142,15939,515

2016

32,222 2,783 4,193 1,862 41,060

2015

31,1162,7524,0761,970 39,914

2014

29,8192,9724,339N/A 37,130

AVERAGE

CO

2

e

per $m

2017

17.62 9.034.7013.6911.26

2016

18.30 9.975.5812.5211.60

2015

18.11 10.47 6.12 15.01 12.43

2014

17. 91 11.86 6.99 N/A 12.25

Plastic bags ordered – The Warehouse

% YOY CHANGE% CHANGE ON 2008

Total

2017

14,132,000-0.3%-67%

2016

14,178,000 –3.7%–67.3%

2015*

14,726,000 25.6%–66.0%

2014

11,722,000 –73.0%

2008†

43,370,500

Total

per $m

2017

8,023-0.4-7 1 .7%

2016

8,052 –6.0%–7 1 .6%

2015*

8,570 21.7%–69.8%

2014

7,039

2008†

28,347

† In 2008 we did not charge for plastic bags.

* 2015 restarted upwards from 14,202,000 due to an error in data originally provided.

Fig. 35

The Warehouse, Lyall Bay team supporting

The Great Community Clean Up.

One potential challenge to this target is the impact of

new regulations in China that restrict importing some

recyclables. This will potentially affect our level of

recycling of plastic film, or pallet wrap. We are working

with our recyclers to understand the impact and

alternatives available.

A recycling difficulty we have had for some time has been

the recycling of polystyrene, as there are few recyclers

with the necessary equipment. As part of our North

Island Distribution Centre expansion, we have included

on-site polystyrene recycling equipment that compacts

this material by over 90%. We then sell this compacted

polystyrene onto one our recycling partners.

The Great Community Clean Up

Late September 2016 saw the inaugural The Warehouse

Great Community Clean Up. The event, in partnership

with Neighbourly, encourages our team members and

the New Zealand public to volunteer their time to clean

up their local neighbourhood. We repeated the clean-up

again in late April 2017, and plan to repeat it annually each

April. Across the two clean-ups in FY17, more than 1,800

people volunteered (including 1,100 team members) across

165 groups, cleaning-up more than 180 communities

across the country.

Plastic Bags and Recycling

In FY17, The Warehouse stores ordered 14.1 million plastic

checkout bags, 46,000 (or 0.3%) fewer than last year.

Customers can now recycle their plastic bags, together

with other soft plastics, at more of The Warehouse’s

stores. The Warehouse is a participant in a voluntary,

industry-led initiative that enables customers to recycle

these plastics in special recycling bins at The Warehouse

stores and grocery retailers. The recycling campaign

launched in October 2015 is now available in 47 of The

Warehouse’s stores across the country, with several more

planned for FY18. To July 2017, the scheme had collected

more than 21 tonnes from our customers, which equates

to approximately 5.5 million pieces of plastic.

Waste and Recycling

Our waste performance has been mixed in FY17,

increasing 7% in weight. This was largely been generated

by construction-related waste from opening new stores

and extending our distribution centres. In addition, we had

to dispose of damaged products and fittings as a result

of the Kaikoura earthquake. These events aside, there is

still significant scope to improve recycling at many of our

sites. To give greater visibility of recycling performance,

we have begun reporting landfill diversion for The

Warehouse, with other brands to follow soon. Landfill

diversion represents the proportion of total waste that

is diverted to recycling. In FY17, The Warehouse stores

diverted approximately 82% of its waste to recycling,

leaving 18% going to landfill. We have set a target of

95% diversion by 2020.

Fig. 36

GHG Emissions Breakdown

Tonnes of carbon dioxide equivalent (CO

2

e)

The Warehouse

Warehouse

Stationery

Noel

Leeming

Torpedo7

Financial

Services

Total

FY17FY16

%

CHANGEFY17FY16

%

CHANGEFY17FY16

%

CHANGEFY17FY16

%

CHANGEFY17FY16

%

CHANGEFY17FY16

%

CHANGE

Int’l shipping13,13412,0489%592643–8%–––59241123%–––14,23113,1029%

Electricity8,58810,571–19% 1,0671,227–13% 1,5761,862–15% 2622620%2836–22%11,52213,958–17%

Domestic shipping4,5352,4557%36431316%1109910%1,07994314%–––6,0875,58032%

Employee

air travel

1,9482,251–13%279378–26%503794–37%21117819%13–


2,9543,601–18%

Landfill

1,5121,22424%146160–9%32726125%784667%–––2,0621,69122%

Company–owned

vehicles and lifts

96688110%292040%1,2571,14410%814–44%117–51%2,2712,06610%

GHG losses from

air–conditioning

systems

160865–81%201811%287331%––––––209890–77%

Employee private

km claims

130159–18%1623–31%1326–51%176159%3317%178217–18%

Total emissions30,97432,222–3.9%2,5122,783–9.7%3,8144,193–9.0%2,1591,86216.0%554620.9%39,51541,105–3.9%

Total emissions

per $m sales

17.6218.30–3.7%9.039.97–9.4%4.705.58–15.6%13.6912.52+9.4%–––11.2611.60–2.8%

65

64

GHG EMISSIONS BREAKDOWN

STATISTICS

COMMUNITY & ENVIRONMENT

COMMUNITY & ENVIRONMENT

Our Five Strategic
Key Results Areas

Leadership

Wellness

Integration and Simplification

Risk and Compliance

Partner with Businesses

and Customers

Ensure leaders know how to lead to keep our people safe and well

Create an environment where workplace wellness takes priority

Health and Safety systems and processes using data for targeted injury

and wellness initiatives

Manage our risks and compliance obligations

Partner with like-minded businesses and our customers to drive step change

in understanding of safety practices in New Zealand

01

02

03

04

05

67

66

FIVE STRATEGIC KEY RESULTS AREAS

HEALTH & SAFETY

HEALTH & SAFETY

The Group remains committed to
providing a safe environment for

our team, customers, contractors

and visitors. While solid progress

has been made in the areas

of prevention and reporting,

we were devastated by a recent

fatality involving an employee

of a contractor delivering goods

to our premises.

Reporting was enhanced internally as well, with a view

to driving our proactive and preventative health and

safety culture through the incorporation of a new suite

of metrics. These metrics are expected to enhance

clarity and consistency of reporting at all levels of the

organisation, including the Board.

We also placed greater emphasis on the management

of the Group’s 10 most critical risks. Each risk has been

assigned to an Executive Team member to drive activity

and projects, to better understand and mitigate such risks.

A disturbing societal issue we have seen during the

year is an increase in violent activities throughout our

network. We have implemented a comprehensive training

programme to enable our teams to manage these

situations, in addition to increasing our security measures.

We retained our ACC Partnership Programme Tertiary

status for another year, following a successful audit.

In addition to health and safety, we are placing increased

emphasis on the wellness of our teams and, during the

financial year, we implemented several health-related

programmes aimed at improving the lives of our team

members. One of these initiatives is a commitment that

all our sites will be smokefree from January 2018, and

we are introducing measures to support our teams during

this transition.

Much of the focus for FY17 was on embedding a culture

of health and safety awareness and prevention. Significant

inroads were made through the introduction of a new Health

and Safety Management tool and more robust reporting.

Unfortunately, the year was marred by the Group’s first-

ever fatal accident, involving an employee of a contractor

at our Torpedo7 Fulfilment Centre in Hamilton. We were

also disappointed by the lack of a reduction in injury

numbers, particularly in the Red stores. We do, however,

believe this will change through focused endorsement by

leadership, new technology and data-driven initiatives.

A key success for the year was the launch of SafetyHub,

a Group-wide common Health and Safety Management

tool accessible to all team members digitally and on

mobile. SafetyHub has significantly enhanced our ability

to report and capture data on incidents, near misses,

hazards and preventative needs. It has improved access

to information for our teams and, most importantly, made

reporting incidents considerably easier.

Amongst SafetyHub’s features is ‘Spot It, Fix It’, a

mechanism to enable team members to report potential

hazards that they have identified and to either do

something about them immediately or log them for

attention. Over 1600 potential hazards have been loaded

within the first four months of Spot It, Fix It’s launch.

In addition to the preventative reporting, we have

pleasingly also seen a reporting increase in near misses.

SafetyHub’s ease of reporting and its rich data is expected

to go a long way to helping us better understand the root

cause of incidents and being able to prevent them.

Fig. 01

Health & Safety.

69

68

HEALTH & SAFETY

COMMITTED TO PROVIDING A SAFE ENVIRONMENT

HEALTH & SAFETY

INTRODUCTION

Financial Statements
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

The financial statements have been presented in a style which attempts to make them less complex and more relevant

to shareholders. The note disclosures have been grouped into six sections: ‘basis of preparation’, ‘financial performance’,

‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial risk management’ and ‘other disclosures’.

Each section sets out the significant accounting policies in grey text boxes applied in producing the relevant notes, along

with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer

understanding of what drives financial performance of the Group.

CONTENTS

FINANCIAL STATEMENTS PAGE

Consolidated income statement 72

Consolidated statement of comprehensive income 72

Consolidated balance sheets 73

Consolidated statement of cash flows 74

Consolidated statement of changes in equity 75

NOTES TO AND FORMING PART OF THE

FINANCIAL STATEMENTS

BASIS OF PREPARATION

1.1 Reporting entity 76

1.2 Compliance statement 76

1.3 Basis of preparation 76

1.4 Reporting period 76

1.5 Critical accounting judgements, estimates

and assumptions 76

1.6 Restatement of prior year 76

FINANCIAL PERFORMANCE

2.0 Segment information 77

2.1 Operating performance 77

2.2 Capital expenditure, depreciation and amortisation 77

2.3 Balance sheet information 77

3.0 Income and expenses 78

3.1 Other income 78

3.2 Lease and occupancy expense 78

3.3 Employee expense 78

3.4 Other operating expenses 78

3.5 Auditor’s fee 78

4.0 Taxation 79

4.1 Taxation – Income statement 79

4.2 Taxation – Balance sheet current taxation 79

4.3 Taxation – Balance sheet deferred taxation 79

5.0 Adjusted net profit 80

6.0 Earnings per share 80

7.0 Dividends 81

7.1 Dividends paid 81

7.2 Dividends policy reconciliation 81

7.3 Imputation credit account 81

OPERATING ASSETS AND LIABILITIES PAGE

8.0 Working capital 82

8.1 Inventory 82

8.2 Trade and other receivables 82

8.3 Trade and other payables 82

8.4 Provisions 83

9.0 Non-current assets 83

9.1 Property, plant and equipment 83

9.2 Intangible assets 84

FINANCING AND CAPITAL STRUCTURE

10.0 Borrowings 85

10.1 Net debt 85

10.2 Net interest expense 85

10.3 Bank facilities 85

11.0 Equity 86

11.1 Capital management 86

11.2 Contributed equity 86

11.3 Reserves 87

11.4 Minority interest 87

FINANCIAL RISK MANAGEMENT

12.1 Financial risk factors 88

12.2 Derivative financial instruments 88

12.3 Liquidity risk 89

12.4 Credit risk 89

12.5 Market risks 90

OTHER DISCLOSURES

13.0 Key management personnel 91

14.0 Executive Long term incentive plan 91

15.0 Discontinued operations 92

15.1 Financial Services Group results and cash flows 92

15.2 Financial Services Group impairment of assets 92

15.3 Financial Services Group subsequent events 92

16.0 Held for sale 93

17.0 Commitments 93

18.0 Contingent liabilities 93

19.0 Related parties 93

20.0 Prior year restatement 94

21.0 New Accounting Standards which are relevant

to the Group but are not yet effective 94

The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand.

The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.

These financial statements have been approved for issue by the Board of Directors on 21 September 2017.

Joan Withers Keith Smith

Chairman Deputy Chairman

For the 52 week period

ended 30 July 2017

71

FINANCIAL STATEMENTS

70

FINANCIAL STATEMENTS

Consolidated Income Statement
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

(52 WEEKS) (52 WEEKS)

NOTE20172016

$000 $000

Continuing operations

Retail sales

2.1 2,980,771 2,924,682

Cost of retail goods sold8.1 (2,008,859)(1,966,510)

Gross profit971,912 958,172

Other income

3.1 8,144 8,858

Lease and occupancy expense3.2 (156,659)(148,404)

Employee expense3.3 (486,196)(475,788)

Depreciation and amortisation expense2.2 (58,376)(58,210)

Other operating expenses3.4 (170,988)(173,463)

Operating profit from continuing operations2.1 107,837 111,165

Unusual items5.0 (605)16,158

Equity earnings of associate–723

Earnings before interest and tax from continuing operations107,232 128,046

Net interest expense10.2 (12,527)(14,154)

Profit before tax from continuing operations94,705 113,892

Income tax expense4.1 (23,691)(25,890)

Net profit for the period from continuing operations71,014 88,002

Discontinued operations

Loss from discontinued operations (net of tax)

15.1 (50,283)(5,526)

Net profit for the period20,731 82,476

Attributable to:

Shareholders of the parent

20,429 78,338

Minority interests11.4 302 4,138

20,731 82,476

Profit attributable to shareholders of the parent relates to:

Profit from continuing operations

70,712 83,864

Loss from discontinued operations(50,283)(5,526)

20,429 78,338

Earnings per share attributable to shareholders of the parent

Basic earnings per share

6.0 5.9 cents 22.7 cents

Diluted earnings per share6.0 5.9 cents 22.6 cents

Earnings per share attributable to shareholders of the parent from continuing operations

Basic earnings per share

6.0 20.5 cents 24.3 cents

Diluted earnings per share6.0 20.4 cents 24.2 cents

Consolidated Statement of Comprehensive Income

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

(52 WEEKS) (52 WEEKS)

NOTE2017 2016

$000 $000

Net profit for the period20,731 82,476

Items that may be reclassified subsequently to the Income Statement

Movement in derivative cash flow hedges

9,484 (64,480)

Movement in de-designated derivative hedges606 605

Tax relating to movement in hedge reserve(2,825)17,885

Other comprehensive income7,265 (45,990)

Total comprehensive income27,996 36,486

Attributable to:

Shareholders of the parent

27,694 32,348

Minority interest11.4 302 4,138

Total comprehensive income27,996 36,486

Attributable to:

Total comprehensive income from continuing operations

78,279 42,012

Total comprehensive loss from discontinued operations(50,283)(5,526)

Total comprehensive income27,996 36,486

Total comprehensive income from continuing operations attributable to:

Shareholders of the parent

77,977 37, 8 74

Minority interest11.4 302 4,138

Total comprehensive income78,279 42,012

The above consolidated income statement and statement of comprehensive income should be read in conjunction with the accompanying notes.The above consolidated balance sheets should be read in conjunction with the accompanying notes.

Consolidated Balance Sheets

AS AT 30 JULY 2017

CONSOLIDATEDCONTINUING RETAIL GROUP

DISCONTINUED

FINANCIAL SERVICES GROUP

NOTE201720162017201620172016

$000 $000 $000 $000 $000 $000

ASSETS

Current assets

Cash and cash equivalents

10.1 47,492 49,881 40,179 36,531 7,313 13,350

Finance business receivables– 73,565 – – – 73,565

Trade and other receivables8.2 71,088 77,059 71,088 72,434 – 4,625

Inventories8.1 491,818 501,713 491,818 501,713 – –

Derivative financial instruments12.2 – 621 – 621 – –

Taxation receivable4.2 4,959 – – – 5,972 3,352

615,357 702,839 603,085 611,299 13,285 94,892

Assets held for sale16, 9.1 77,142 52,277 – 52,277 77,142 –

Total current assets692,499 755,116 603,085 663,576 90,427 94,892

Non-current assets

Property, plant and equipment

9.1 252,175 271,043 252,175 269,791 – 1,252

Intangible assets9.2 127,726 170,668 127,726 124,492 – 46,176

Investment in discontinued finance business– – 28,186 76,797 – –

Derivative financial instruments12.2 541 738 541 738 – –

Deferred taxation4.3 40,911 43,011 40,992 40,718 – 2,293

Total non-current assets421,353 485,460 449,620 512,536 – 49,721

Total assets2.3 1,113,852 1,240,576 1,052,705 1,176,112 90,427 144,613

LIABILITIES

Current liabilities

Borrowings

10.1 49,593 125,202 49,593 125,202 – –

Trade and other payables8.3 267,304 271,308 267,304 264,424 – 6,884

Derivative financial instruments12.2 17,299 25,133 17,299 25,133 – –

Taxation payable4.2 – 2,068 1,013 5,420 – –

Provisions8.4 49,769 58,915 49,769 58,108 – 807

383,965 482,626 384,978 478,287 – 7,691

Securitised borrowings associated with assets held for sale10.1 56,717 – – – 56,717 –

Other liabilities directly associated with assets held for sale16 5,443 – – – 5,443 –

Total current liabilities446,125 482,626 384,978 478,287 62,160 7,691

Non–current liabilities

Borrowings

10.1 159,453 164,534 159,453 164,534 – –

Securitised borrowings10.1 – 60,125 – – – 60,125

Derivative financial instruments12.2 2,507 4,845 2,507 4,845 – –

Provisions8.4 19,378 17,850 19,378 17,850 – –

Deferred taxation4.3 – – – 81 –

Total non–current liabilities181,338 247,354 181,338 187,229 81 60,125

Total liabilities2.3 627,463 729,980 566,316 665,516 62,241 67,816

Net assets486,389 510,596 486,389 510,596 28,186 76,797

EQUITY

Contributed equity

11.2 358,046 357,685 358,046 357,685 – –

Reserves11.3 (13,036)(18,816)(13,036)(18,816)– –

Retained earnings140,512 171,560 140,512 171,560 – –

Investment in finance business– – – – 28,186 76,797

Total equity attributable to shareholders485,522 510,429 485,522 510,429 28,186 76,797

Minority interest11.4 867 167 867 167 – –

Total equity486,389 510,596 486,389 510,596 28,186 76,797

72

FINANCIAL STATEMENTS

73

FINANCIAL STATEMENTS

Consolidated Statement of Cash Flows
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

(52 WEEKS) (52 WEEKS)

NOTE20172016

Cash flows from operating activities

$000 $000

Cash received from customers2,996,090 2,944,555

Payments to suppliers and employees(2,841,679)(2,745,746)

Income tax paid(27,454)(28,037)

Interest paid(16,008)(16,495)

110,949 154,277

Loans repaid by finance business customers171,188 148,306

New loans to finance business customers(154,049)(140,123)

Net cash flows from operating activities128,088 162,460

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and computer software

79,714 39,488

Proceeds from business disposal– 6,382

Minority interest capital contribution750 –

Dividend received from associate – 2,695

Purchase of property, plant and equipment and computer software(70,575)(75,180)

Contingent and deferred acquisition consideration(1,000)(1,575)

Acquisition of minority interest11.4 – (9,800)

Acquisition of subsidiaries, net of cash acquired– (4,363)

Other items(327)3

Net cash flows from investing activities8,562 (42,350)

Cash flows from financing activities

Repayment of retail borrowings

(79,821)(41,825)

Repayment of securitised borrowings(3,408)1,496

Repayment of finance leases(1,196)(1,402)

Purchase of treasury stock11.2 (2,148)(2,531)

Treasury stock dividends received 290 280

Dividends paid to parent shareholders(52,404)(55,920)

Dividends paid to minority shareholders(352)(2,522)

Net cash flows from financing activities(139,039)(102,424)

Net cash flow(2,389)17,686

Opening cash position49,881 32,195

Closing cash position10.1 47,492 49,881

Reconciliation of Operating Cash Flows

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

(52 WEEKS) (52 WEEKS)

NOTE20172016

$000 $000

Net profit

20,731 82,476

Non-cash items

Depreciation and amortisation expense

2.2 60,191 59,660

Intangible asset impairment9.2 40,061 –

Share based payment expense3.3 1,283 3,208

Interest capitalisation524 621

Movement in deferred tax4.3 (555)(7,977)

Movement in de-designated derivative hedges436 436

Share of profit from associate – (723)

Total non-cash items101,940 55,225

Items classified as investing or financing activities

Gain on sale of property, plant and equipment

(9,979)(4,392)

Gain on business disposal– (9,950)

Direct costs relating to business acquisitions and disposals946 479

Contingent consideration– (675)

Supplementary dividend tax credit4.2 378 425

Total investing and financing adjustments(8,655)(14,113)

Changes in assets and liabilities

Trade and other receivables

4,248 (3,681)

Finance business receivables6,210 (2,327)

Inventories9,895 7,851

Trade and other payables7,557 18,054

Provisions(6,811)15,471

Income tax(7,027)3,504

Total changes in assets and liabilities14,072 38,872

Net cash flows from operating activities128,088162,460

Consolidated Statement of Changes in Equity

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

NOTE

SHARE

CAPITAL

TREASURY

STOCK


HEDGE

RESERVES

EMPLOYEE

SHARE

BENEFITS

RESERVE

RETAINED

EARNINGS

MINORITY

INTEREST

TOTAL

EQUITY

$000$000 $000 $000 $000 $000 $000

For the 52 week period ended 30 July 2017

Balance at the beginning of the period

365,517 (7,832)(22,439)3,623 171,560 167 510,596

Net profit for the period– – – – 20,429 302 20,731

Movement in derivative cash flow hedges– – 9,484 – – – 9,484

Movement in de–designated derivative hedges– – 606 – – – 606

Tax relating to movement in hedge reserve4.2, 4.3– – (2,825)– – – (2,825)

Total comprehensive income– – 7,265 – 20,429 302 27,996

Contributions by and distributions to owners

Share rights charged to the income statement

– – – 1,283 – – 1,283

Minority interest capital contribution– – – – – 750 750

Share rights vested– 2,509 – (2,768)259 – –

Dividends paid7.1, 11.4– – – – (52,026)(352)(52,378)

Treasury stock dividends received– – – – 290 – 290

Purchase of treasury stock– (2,148)– – – – (2,148)

Balance at the end of the period365,517 (7,471)(15,174)2,138 140,512 867 486,389

(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3) (note: 11.4)

For the 52 week period ended 31 July 2016

Balance at the beginning of the period

365,517 (7,302)23,551 2,937 155,357 1,910 541,970

Profit for the period– – – – 78,338 4,138 82,476

Movement in derivative cash flow hedges– – (64,480)– – (64,480)

Movement in de–designated derivative hedges– – 605 – – 605

Tax relating to movement in hedge reserve4.2, 4.3– – 17,885 – – – 17,885

Total comprehensive income– – (45,990)– 78,338 4,138 36,486

Contributions by and distributions to owners

Share rights charged to the income statement

– – – 3,208 – – 3,208

Share rights vested– 2,001 – (2,522)521 – –

Dividends paid7.1, 11.4– – – – (55,495)(3,522)(59,017)

Treasury stock dividends received– – – – 280 – 280

Purchase of treasury stock– (2,531)– – – – (2,531)

Purchase of minority interest11.4– – – – (7,441)(2,359)(9,800)

Balance at the end of the period365,517 (7,832)(22,439)3,623 171,560 167 510,596

(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3) (note: 11.4)

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

74

FINANCIAL STATEMENTS

75

FINANCIAL STATEMENTS

Notes to and forming part of the Financial Statements
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

1.0 BASIS OF PREPARATION

1.1 Reporting entity

The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail and financial services sectors.

The Company is a limited liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and

is an FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham

Street, PO Box 2219, Auckland. The Company is listed on the New Zealand Stock Exchange (NZX).

1.2 Compliance statement

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.

They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards,

and authoritative notes as appropriate for profit oriented entities. The financial statements also comply with International Financial Reporting Standards

(IFRS).

1.3 Basis of preparation

The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets

and liabilities at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless

otherwise stated.

The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting

choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS does not provide

any accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.

Since balance date the Group has sold most of the Financial Services Group and is actively seeking a buyer for the remaining part of this business

segment. The results for the Financial Services Group have been classified as a discontinued operation and are presented as a single amount in the

Income Statement. The Group has presented separate balance sheets for the retail segment and discontinued finance segment as part of the primary

financial statements. This is a non GAAP financial disclosure; however, the Group has presented the information to provide clarity regarding the balance

sheet for the continuing business. The consolidated balance sheet is the sum of each of the balance sheet line items for the continuing retail group and

discontinued financial services group adjusted for intergroup elimination entries.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. A list of material subsidiaries at year end

are listed below.

PERCENTAGE OWNERSHIP

NAME OF ENTITYPRINCIPAL ACTIVITYCHANGENOTE2017 2016

The Warehouse LimitedRetail100 100

Warehouse Stationery LimitedRetail100 100

Noel Leeming Group LimitedRetail100 100

Torpedo7 LimitedRetail100 100

RRS 2013 LimitedRetailAmalgamated with Torpedo7 LimitedN /A 100

Torpedo7 Fitness LimitedRetail100 100

Torpedo7 Supplements LimitedRetail100 100

TW Financial Services Operations LimitedFinancial ServicesClassified as discontinued operations15100 100

The Warehouse Financial Services LimitedFinancial ServicesClassified as discontinued operations15100 100

Diners Club (NZ) LimitedFinancial ServicesClassified as discontinued operations15100 100

TW Money LimitedFinancial ServicesClassified as discontinued operations15100 100

Eldamos Investments LimitedProperty100 100

The Warehouse Nominees LimitedInvestment100 100

TWP No.3 LimitedRetail/Wholesale100 100

1.4 Reporting period

These financial statements are for the 52 week period 1 August 2016 to 30 July 2017. The comparative period is for the 52 week period 3 August 2015

to 31 July 2016. The Group operates on a weekly trading and reporting cycle, which means most financial years represent a 52 week period. However,

a 53 week year will occur once every 5 to 6 years.

1.5 Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of

assets and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material

to the financial statements are found in the following notes:

(a) Inventories (note 8.1)

(b) Derivative financial instruments (note 12.2)

(c) Intangible assets (note 9.2)

(d) Financial Services Group impairment of assets (note 15.2)

1.6 Restatement of prior year

Discontinued operations

The prior year comparative numbers in the Income statement have been restated to present the results of discontinued operations as a single amount.

The prior year comparative information also provided in notes 3 and 5 which reference to the Income Statement has similarly been restated to exclude

discontinued operations.

Brand intangible assets and deferred taxation

Guidance was released in November 2016 by the IFRS Interpretations Committee (IFRIC) clarifying its position regarding indefinite life intangible

assets and deferred taxation arising as part of a business acquisition. Because of this guidance the Group has been required to recognise a previously

unrecognised deferred tax liability on the Brand Assets acquired as part of the acquisitions of the Noel Leeming Group and Torpedo7 businesses during

the 2013 financial year. The impact of this change means the Group recognised a deferred tax liability of $6.586 million, an increase in goodwill of $5.463

million and a reduction in minority interests of $1.123 million at the date of acquisition. Further information regarding the impact of the restatement

during the periods since the acquisitions through to the prior year is detailed in note 20.

2.0 SEGMENT INFORMATION

2.1 Operating performance

REVENUEOPERATING PROFITRETAIL OPERATING MARGIN

NOTE2017 20162017201620172016

$000 $000 $000 $000

The Warehouse1,761,399 1,760,708 84,531 89,376 4.8 % 5.1 %

Warehouse Stationery 278,181 279,155 15,743 14,288 5.7 % 5.1 %

Noel Leeming 810,705 752,137 19,264 12,050 2.4 % 1.6 %

Torpedo7157,726 148,660 2,675 3,380 1.7 % 2.3 %

Other Group operations8,603 13,201 (14,376)(7,929)

Inter–segment eliminations(35,843)(29,179)– –

Retail Group2,980,771 2,924,682 107,837 111,165 3.6 % 3.8 %

Unusual items5.0 (605)16,158

Equity earnings of associate– 723

Earnings before interest and tax107,232 128,046

Net interest expense10.2

Profit before tax from continuing operations(12,527)(14,154)

94,705 113,892

Operating segments

The Group has four operating segments trading in the New Zealand retail sector. These segments form the basis of internal reporting used by

management and the Board of Directors to monitor and assess performance and assist with strategy decisions.

Each of the four retail segments represent a distinct retail chain, synonymous with its segment name. Customers can purchase product from the retail

chains either online or through the Group’s physical retail store network. The Group’s store network currently has 92 (2016: 92) The Warehouse stores,

69 (2016: 66) Warehouse Stationery stores, 77 (2016: 75) Noel Leeming stores and 12 (2016: 11) Torpedo7 stores. The Warehouse predominantly

sells general merchandise and apparel, Noel Leeming sells technology and appliance products, Torpedo7 sells sporting equipment and, as the name

indicates, Warehouse Stationery sells stationery.

Group support office functions, such as Information Systems, Finance, Brand Executives and People Support, are operated using a shared services

model which allocates the costs of these support office functions to individual brands calculated on an arm’s-length basis. The remaining support office

functions which relate to corporate and governance functions, a property company and the Group’s interest in a chocolate factory are not allocated and

form the main components of the “Other Group operations” segment.

2.2 Capital expenditure, depreciation and amortisation

CAPITAL EXPENDITURE

DEPRECIATION AND

AMORTISATION

NOTE2017201620172016

$000 $000 $000 $000

The Warehouse36,374 41,301 40,819 41,105

Warehouse Stationery 3,861 5,296 6,722 6,578

Noel Leeming 10,382 6,875 8,421 7,484

Torpedo7581 781 1,059 1,240

Other Group operations10,253 10,156 1,355 1,803

Continuing Retail Group61,451 64,409 58,376 58,210

Discontinued operations2,513 9,017 1,815 1,450

Total Group63,964 73,426 60,191 59,660

Comprising

Property, plant and equipment

9.1 51,833 56,360 52,626 53,135

Computer software9.2 12,131 17,066 7,565 6,525

Total Group63,964 73,426 60,191 59,660

2.3 Balance sheet information

TOTAL ASS E TSTOTAL LIABILITIES

NOTE2017 201620172016

$000 $000 $000 $000

The Warehouse461,772 481,322 182,389 183,502

Warehouse Stationery 72,176 78,021 32,746 33,084

Noel Leeming 160,287 154,374 108,008 103,548

Torpedo751,742 49,504 11,269 10,870

Other Group operations90,229 150,886 2,039 9,378

Continuing Retail Group836,206 914,107 336,451 340,382

Discontinued operations77,142 102,903 5,443 7,691

Operating assets/liabilities913,348 1,017,010 341,894 348,073

Unallocated assets/liabilities

Cash and borrowings

10.1 47,492 49,881 265,763 349,861

Derivative financial instruments12.2 541 1,359 19,806 29,978

Intangible goodwill and brands9.2 106,601 129,315 – –

Taxation assets/liabilities4.2, 4.3 45,870 43,011 – 2,068

Total Group1,113,852 1,240,576 627,463 729,980

Notes to the Financial Statements – Financial Performance

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

76

NOTES TO THE FINANCIAL STATEMENTS

77

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements – Financial Performance
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Financial Performance

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

3.0 INCOME AND EXPENSES

Retail sales

Retail sales are recognised at the point of sale when the customer receives the goods or delivery takes place. Retail revenue from the sale of goods

is recognised at the fair value of the consideration received or receivable, net of returns, discounts and excluding GST.

Lease expense

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments

made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over

the period of the lease.

Employee expense

The employee entitlements expense includes wages and salaries, performance based compensation and share based compensation paid or accruing

to team members. Details of how these entitlements are calculated are found in notes 8.4 and 14.0.

3.1 Other income2017 2016

$000 $000

Tenancy rents received5,032 5,621

Other3,112 3,237

Other income8,144 8,858

3.2 Lease and occupancy expense2017 2016

$000 $000

Operating lease costs124,150 115,535

Other occupancy costs32,509 32,869

Lease and occupancy expense156,659 148,404

3.3 Employee expense2017 2016

$000 $000

Wages and salaries469,342 448,743

Directors' fees798 754

Performance based compensation14,773 23,127

Equity settled share based payments expense1,283 3,164

Employee expense486,196 475,788

3.4 Other operating expenses2017 2016

$000 $000

Other operating expenses include

Provision for bad and doubtful debts

1,293 484

Loss on disposal of plant and equipment716 1,135

Donations634 747

Net foreign currency exchange loss105 117

3.5 Auditor’s fees2017 2016

$000 $000

Auditing the Group financial statements579 562

Reviewing the half year financial statements90 90

Other services43 274

Total fees paid to PricewaterhouseCoopers712 926

Audit Fees – Corporate Governance

Fees paid to PricewaterhouseCoopers for other services related to treasury policy advice, executive remuneration benchmarking advice and, in the

prior year, digital services advice. In accordance with the Group’s policies regarding audit governance and independence this work was approved by

the Group’s Audit Committee. The Group’s policy permits the audit firm to provide non-audit services that are considered to be not in conflict with the

preservation of the independence of the auditor, subject to Audit Committee approval.

4 .0 TA X ATI O N

A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.

4.1 Taxation – Income statementNOTE2017 2016

$000 $000

Profit before tax from continuing operations94,705 113,892

Loss before tax from discontinued operations15.1 (53,894)(7,596)

Profit before tax from continuing operations40,811 106,296

Taxation calculated at 28%11,427 29,763

Adjusted for the tax effect of:

Intangible asset impairment

11,217 –

Capital gain on business disposals– (2,652)

Contingent consideration– (189)

Equity earnings of associate– (202)

Share based payments(343)339

Non deductible expenditure1,336 1,039

Depreciation adjustments on building disposals and prior year business acquisitions5.0 (2,963)(3,708)

Income tax over provided in prior year(594)(570)

Income tax expense20,080 23,820

Adjust for income tax expense attributable to losses from discontinued operations15.1 3,611 2,070

Income tax expense attributable to continuing operations23,691 25,890

Income tax expense comprises:

Current year income tax payable

4.2 20,635 31,797

Deferred taxation4.3 (555)(7,977)

Income tax expense20,080 23,820

Income taxation

The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in

deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in

the financial statements.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or

liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative

amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts

will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences

between the carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the

reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.

Goods and services tax (GST)

The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance

sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.

The following table details the movement in income tax receivable/(payable) during the current and prior year.

4.2 Taxation – Balance Sheet current taxationNOTE2017 2016

$000 $000

Opening balance(2,068)2,250

Current year income tax payable4.1 (20,635)(31,797)

Acquisition of subsidiary– (814)

Net taxation paid27,454 28,037

Transfer from cash flow hedge reserve(170)(169)

Supplementary dividend tax credit378 425

Closing balance4,959 (2,068)

The following table details the major deferred income tax liabilities and assets recognised by the Group and the movements during the current and prior year.

4.3 Taxation – Balance Sheet deferred

taxation

NOTE

BRAND

NAMESINVENTORY

PROPERTY,

PLANT,

SOFTWARE AND

EQUIPMENT

EMPLOYEE

PROVISIONSDERIVATIVESOTHERTOTAL

$000 $000 $000 $000 $000$000 $000

For the 52 week period ended 30 July 2017

Opening balance

(6,586)12,604 9,001 12,844 8,161 6,987 43,011

Charged/(credited) to the income statement4.1 – (74)(900)258 – 1,271 555

Net charged to other comprehensive income– – – – (2,655)– (2,655)

Closing balance(6,586)12,530 8,101 13,102 5,506 8,258 40,911

For the 52 week period ended 31 July 2016

Opening balance

(6,586)11,118 2,809 12,295 (9,893)6,606 16,349

Charged/(credited) to the income statement4.1– 1,486 6,192 549 – (250)7,977

Net charged to other comprehensive income– – – – 18,054 – 18,054

Acquisition of subsidiary– – – – – 631 631

Closing balance(6,586)12,604 9,001 12,844 8,161 6,987 43,011

78

NOTES TO THE FINANCIAL STATEMENTS

79

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements – Financial Performance
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Financial Performance

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

5.0 ADJUSTED NET PROFIT

Adjusted net profit reconciliationNOTE2017 2016

$000 $000

Adjusted net profit from continuing operations68,185 69,157

Add back: Unusual items

Gain on business disposals

– 9,950

Gain on property disposals11,455 5,533

Restructuring costs(12,060)–

Contingent consideration– 675

Unusual items before taxation(605)16,158

Income tax relating to unusual items169 (1,545)

Income tax expense related to depreciation adjustments on building disposals and prior year

business acquisitions

4.0 2,963 3,708

Unusual items after taxation2,527 18,321

Minority interest– (3,614)

Net profit from continuing operations attributable to shareholders of the parent70,712 83,864

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of

performance and considers it provides a better understanding of underlying business performance and the Group also uses it as the basis for

determining dividend payments. Adjusted net profit makes allowance for the after tax effect of unusual items which are not directly connected

with the Group’s normal trading activities. The Group defines unusual items as any profits from the disposal of properties or investments, goodwill

impairment, restructuring costs, direct costs and contingent consideration adjustments relating to the acquisition of subsidiaries.

Unusual Items

(a) The prior year gain on business disposals represents firstly a gain on the sale of the business assets of Pet.co.nz ($4.750 million), and secondly a

gain on the notional sale of the Group’s 49% interest in The Warehouse Financial Services Limited (TWFSL) in September 2015 ($5.200 million).

The notional gain and sale occurred when the Group’s acquired the 51% majority shareholding in TWFSL from its joint venture partner.

(b) Property disposals during the year related to 3 store (2016: 3) properties and surplus land sold for a combined consideration of $79.304 million

(2016: $37.426 million) and realising a pre-tax profit of $11.455 million (2016: $5.533 million).

(c) In January 2017 the Group announced plans to restructure its operating model which largely impacted teams in the Group’s support offices. The

objective of the restructure was to integrate operating structures and executive leadership across the segments and strengthen the Group’s shared

support functions. Redundancy costs represent over 50 percent of the expense. The remaining costs include contracted transition costs relating

to changes to the number of roles that qualify for the Group’s incentive schemes, transition costs and asset write-off costs incurred to integrate

systems and processes.

(d) Adjustments to the amount of contingent consideration payable or paid are treated as gains and losses in the income statement. The prior year

gain represents the lower than estimated final deferred payment relating to the Insight acquisition (acquired September 2012).

6.0 EARNINGS PER SHARE

Earnings per share calculationNOTE20172016

Net profit attributable to shareholders of the parent ($000)20,429 78,338

Net profit from continuing operations attributable to shareholders of the parent ($000)70,712 83,864

Adjusted net profit ($000)5.0 68,185 69,157

Basic

Weighted average number of ordinary shares (net of treasury stock) on issue (000s)

344,802 344,737

Basic earnings per share (cents)5.9 22.7

Basic earnings per share from continuing operations (cents)20.5 24.3

Adjusted basic earnings per share (cents)19.8 20.1

Diluted

Weighted average number of ordinary shares (net of treasury stock) on issue adjusted for

unvested share rights (000s)

346,355 347,086

Diluted earnings per share (cents)5.9 22.6

Diluted earnings per share from continuing operations (cents)20.4 24.2

Adjusted diluted earnings per share (cents)19.7 19.9

Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to

shareholders by the weighted average number of ordinary shares (net of treasury stock) outstanding during the year.

Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the basic EPS. The Group has two types

of dilutive potential ordinary shares (performance share rights and award share rights - refer note 14.0). Diluted EPS is calculated by adjusting the

weighted average number of ordinary shares outstanding to assume conversion of the share rights.

Adjusted basic EPS and adjusted diluted EPS are similarly calculated using adjusted net profit as the numerator.

7.0 D IVI D E N DS

7.1 Dividends paid2017201620172016

$000 $000

CENTS PER

SHARE

CENTS PER

SHARE

Prior year’s final dividend17,342 17,342 5.0 5.0

Interim dividend34,684 38,153 10.0 11.0

Total dividends paid52,026 55,495 15.0 16.0

Dividend policy

The Board declares two dividends annually in respect of the half year (interim dividend) and full year results (final dividend). The Group’s dividend

policy is to pay a dividend to shareholders of between 75% and 85% of the Retail Group’s adjusted net profit.

All dividends paid were fully imputed.

7.2 Dividends policy reconciliationNOTE2017 201620172016

$000 $000

CENTS PER

SHARE

CENTS PER

SHARE

Interim dividend34,684 38,153 10.0 11.0

Final dividend (declared after balance date)20,811 17,342 6.0 5.0

Total dividends paid and declared in respect of the current and prior financial years55,495 55,495 16.0 16.0

Group adjusted net profit5.0 68,185 69,157

Pay-out ratio (%) 81.4 % 80.2 %

On 21 September 2017 the Board declared a final fully imputed ordinary dividend of 6.0 cents per share to be paid on 7 December 2017 to all

shareholders on the Group’s share register at the close of business on 24 November 2017.

7.3 Imputation credit account2017 2016

$000 $000

Imputation credits at balance date available for future distribution120,296113,682

The above amounts represent the balance of the Group’s imputation credit account at balance date adjusted for imputation credits that will arise from

the payment of the amount of the provision for income taxation. Imputation is a mechanism that a company uses to pass on credits for tax it has

paid on its profits, to its shareholders when it pays dividends. These imputation credits offset the amount of taxation that the New Zealand resident

shareholders would otherwise be liable to pay on those dividends, so they do not have to pay ‘double tax’.

80

NOTES TO THE FINANCIAL STATEMENTS

81

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements – Operating Assets and Liabilities
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Operating Assets and Liabilities

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

8.0 WORKING CAPITAL

8.1 Inventory2017 2016

$000 $000

Finished goods457,455469,592

Inventory adjustments(22,547)(19,676)

Retail stock434,908449,916

Goods in transit from overseas56,91051,797

Inventory491,818501,713

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure

incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the

ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the year are recognised as an expense

and included in cost of goods sold in the Income Statement.

Significant judgements and estimates

Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future

selling prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to

shoplifting, employee theft, paperwork errors and supplier fraud. The Group considers a wide range of factors, including historical data, current trends

and product information from buyers, as part of the process to determine the appropriate value of these provisions.

Goods in transit from overseas

Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents

(which usually include a ‘bill of lading’) are received, and terms, as set out in a supplier’s letter of credit or in the supplier’s terms of trade, are met.

8.2 Trade and other receivables2017 2016

$000 $000

Trade receivables45,207 41,131

Prepayments9,453 11,092

Rebate accruals and other debtors16,428 24,836

Trade and other receivables71,088 77,059

Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from

suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are initially

recognised at the value of the invoice sent to the customer and subsequently at the amount considered recoverable. Collectibility of trade and other

receivables is reviewed on an ongoing basis and debts that are known to be uncollectible are either impaired or written off when they are identified.

8.3 Trade and other payables2017 2016

$000 $000

Trade creditors and accruals204,784 198,828

Goods in transit creditors21,187 19,673

Capital expenditure creditors2,802 9,412

Goods and services tax10,768 11,109

Reward schemes, lay-bys, Christmas club deposits and gift vouchers15,820 18,010

Contingent consideration– 1,000

Interest accruals1,089 1,597

Payroll accruals10,854 11,679

267,304 271,308

Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts

are normally unsecured and are usually settled within 60 days of recognition. Due to the short term nature of these payables, their carrying value is

assumed to approximate their fair value.

8.4 Provisions

CURRENTNON-CURRENTTOTAL

2017 20162017201620172016

$000 $000 $000 $000 $000 $000

Employee entitlements43,720 53,395 11,973 10,861 55,693 64,256

Make good provision1,123 1,142 6,889 6,471 8,012 7,613

Sales returns provision3,708 3,689 – –3,708 3,689

Onerous lease1,218 689 516 518 1,734 1,207

Total Provisions49,769 58,915 19,378 17,850 69,147 76,765

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it

is probable that an outflow of economic benefits will be required to settle the obligation.

Employee entitlements

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months

of the reporting date are recognised in provisions in respect of employees’ services up to the reporting date and are measured at the amounts

expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured

at the rates paid or payable.

(ii) Performance based compensation

The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay

an employee based on achieving an agreed level of individual and company performance.

(iii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future

payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage

and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the

reporting date on New Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present

value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs

incurred which mitigate the final liability prior to the lease expiry.

Sales return

The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision

represents the estimated sales return obligation at balance date based on historical sale return rates.

Onerous lease

A provision for an onerous lease is recognised when the Group retains a lease obligation after vacating a property before the expiry of the lease term.

9.0 NON CURRENT ASSETS

9.1 Property, plant and

equipment

LAND AND BUILDINGSPLANT AND EQUIPMENTWORK IN PROGRESSTOTAL

NOTE2017 2016201720162017201620172016

$000 $000 $000 $000 $000 $000 $000 $000

Cost145,647 172,828 570,260 550,739 23,606 15,264 739,513 738,831

Accumulated depreciation(10,318)(11,875)(405,875)(371,861)– –(416,193)(383,736)

Opening carrying amount135,329 160,953 164,385 178,878 23,606 15,264 323,320 355,095

Additions2.2 10,803 7,188 44,617 40,830 (3,587)8,342 51,833 56,360

Disposals(67,820)(31,374)(1,488)(3,626)––(69,308)(35,000)

Depreciation2.2 (1,129)(1,438)(51,497)(51,697)––(52,626)(53,135)

Closing carrying amount77,183 135,329 156,017 164,385 20,019 23,606 253,219 323,320

Cost87,833 145,647 603,888 570,260 20,019 23,606 711,740 739,513

Accumulated depreciation(10,650)(10,318)(447,871)(405,875)––(458,521)(416,193)

Closing carrying amount77,183 135,329 156,017 164,385 20,019 23,606 253,219 323,320

Less: Assets held for sale–(49,982)(1,044)––(2,295)(1,044)(52,277)

Property, plant and equipment77,183 85,347 154,973 164,385 20,019 21,311 252,175 271,043

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant

and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been

incurred in bringing the assets to the location and condition necessary for their intended use.

Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life. The estimated

useful life of property, plant and equipment are as follows:

Freehold land indefinite

Freehold buildings 50 – 100 years

Plant and equipment 3 – 12 years

Work in progress not depreciated

The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down

immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset

is impaired, reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying

amount of an asset may be impaired.

Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the

income statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Held for sale

Current year assets held for sale form part of a disposal group associated with the Group’s exit from its discontinued Financial Services operations (refer

note 16.0). The prior year asset held for sale related to the Group’s Newmarket store property, which was sold in July 2017 and is part of the gain from

property disposals (refer note 5 (b)) in the current year.

82

NOTES TO THE FINANCIAL STATEMENTS

83

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements – Operating Assets and Liabilities
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Financing and Capital Structure

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

9.2 Intangible assets

GOODWILLBRAND NAMESCOMPUTER SOFTWARETOTAL

NOTE2017 2016201720162017201620172016

$000 $000 $000 $000 $000 $000 $000 $000

Cost117,094 107,871 23,523 23,523 124,401 110,088 265,018 241,482

Impairment & accumulated amortisation (11,302)(11,302)– – (83,048)(78,474)(94,350)(89,776)

Opening carrying amount105,792 96,569 23,523 23,523 41,353 31,614 170,668 151,706

Acquisition of subsidiaries– 11,700 – – – – – 11,700

Additions2.2 – – – – 12,131 17,066 12,131 17,066

Disposals– (2,477)– – (427)(802)(427)(3,279)

Impairment15.2 (22,714)– – – (17,347)– (40,061)–

Amortisation2.2 – – – – (7,565)(6,525)(7,565)(6,525)

Closing carrying amount83,078 105,792 23,523 23,523 28,145 41,353 134,746 170,668

Cost117,094 117,094 23,523 23,523 133,178 124,401 273,795 265,018

Impairment & accumulated amortisation (34,016)(11,302)– –(105,033)(83,048)(139,049)(94,350)

Closing carrying amount83,078 105,792 23,523 23,523 28,145 41,353 134,746 170,668

Less: Assets held for sale16––––(7,020)–(7,020)–

Intangible assets83,078 105,792 23,523 23,523 21,125 41,353 127,726 170,668

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable

assets, liabilities and contingent liabilities acquired.

Brand names

Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite

useful lives as the Group have rights to use these names in perpetuity.

Impairment of goodwill and brand names

Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the

carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount.

Computer software

All costs directly incurred in the purchase or development of computer software or subsequent upgrades and enhancements, which can be reliably

measured and are not integral to a related asset, are capitalised as intangible assets. Computer software is amortised on a straight line basis over a

period of between two to fifteen years. Costs incurred on computer software maintenance are expensed to the income statement as they are incurred.

Financial Services Group impairment

The Group fully impaired all the goodwill attributed to the Financial Services Group when it released its 2017 half year results following a review by the

Board of forecast strategies and after assessing the length of time required to achieve profitability. Since this initial review the Board has decided to sell

its investment in the Financial Services Group. Following balance date the Group reached an agreement to sell the business except for Diners Club (NZ),

to Finance Now, a subsidiary of SBS Bank (refer note 15.3). Based on management’s assessment of the expected net proceeds to be realised as part of

the business sale the Group has made a further impairment, this time to the carrying value of computer software to reduce its carrying amount to its

anticipated net realisable value (refer note 15.2).

Prior year acquisition and business disposal

In the prior year the goodwill arising from the acquisition of subsidiaries ($11.700 million) relates to the Group’s acquisition of the 51% majority

shareholding in The Warehouse Financial Services Limited from its joint venture partner in September 2015. The goodwill linking to disposals relates to

the sale of the Pet.co.nz business ($2.477 million) in January 2016.

Significant judgements and estimates – impairment testing

Impairment of indefinite life intangible assets is assessed by comparing the recoverable amount of a cash generating unit with its carrying value. Assets

are grouped at the lowest level for which there are separately identifiable cash flows (cash generating units), which also represent the lowest level

within the Group at which these assets are monitored for internal management purposes. The allocation of the Group’s significant carrying amounts of

Goodwill and Brand names to cash generating units at balance date are set out in the table below.

The recoverable amount of a cash generating unit is calculated as the higher of ‘value in use’ or its ‘fair value less costs to sell’. The recoverable amounts

are determined using either of these two prescribed discounted cash flow valuation methods, which require the use of estimates and projections

regarding future business unit operating performance. The Group considers a wide range of factors including the Group’s financial budgets, strategic

plans, external benchmarks and historical performance to formulate future cashflow projections. The Group also engages external advisors to determine

appropriate discount rates and long term growth rates, integral to the valuations. Cash flows beyond the projection period are extrapolated using the

estimated growth rates stated below. These growth rates do not exceed the long term average growth rate for the sector in which the business unit

operates.

Impairment testing

NOEL LEEMINGTORPEDO7TWP NO.3

2017 20162017201620172016

$000 $000 $000 $000 $000 $000

Goodwill31,776 31,776 25,622 25,622 21,450 21,450

Brand names15,500 15,500 8,023 8,023 – –

Closing carrying amount47, 276 47, 276 33,645 33,645 21,450 21,450

Key assumptions

EBIT margin (%)

2.6 2.3 6.0 7. 6 6.3 5.7

Terminal growth rate (%)1.7 1.6 1.7 1.6 1.7 1.6

Post-tax discount rate (%)10.9 10.7 11.7 11.6 12.6 12.4

Noel Leeming and Torpedo7 cash generating units refer to the business segments detailed in note 2.0. TWP No.3 represents the amalgamation of the

trading activities of the Insight business acquired in September 2012 and CES business acquired in February 2013 and forms part of The Warehouse

reporting segment. The trading activities of TWP No.3 include the sourcing and wholesaling of product for other group companies. The impairment

tests have been prepared using a 5 year model.

With the exception of the impairment of the Financial Services business referred to above the current year impairment testing did not indicate the

carrying amounts of either goodwill or brand names to be impaired. The recoverable amount of the Torpedo7 CGU exceeded its carrying amount

by $5.683 million.  The cash flow projections in the Torpedo7 model assumes an average annual growth rate in sales of 7.6% and an increase in gross

margins from 24% to 28% over the 5 year projection period. A reduction of more than 100 basis points in any of the key assumptions, taken in isolation,

could result in the recoverable amount being less than the carrying amount.

10.0 BORROWINGS

10.1 Net debt2017 2016

$000 $000

Cash on hand and at bank47,492 49,881

Bank borrowings at call – interest rate: 2.96% (2016: 3.18%)49,159 123,980

Lease liabilities434 1,222

Current borrowings49,593 125,202

Bank borrowings – interest rate: 2.48% (2016: 2.98%)35,000 40,000

Lease liabilities169 490

Fixed rate senior bond (coupon: 5.30%)125,000 125,000

Fair value adjustment relating to senior bond interest rate hedge 541 738

Unamortised capitalised costs on senior bond issuance(1,257)(1,694)

Non-current borrowings159,453 164,534

Securitised borrowings – interest rate 2.68% (2016: 3.06%)56,717 60,125

Total borrowings265,763 349,861

Net debt218,271 299,980

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any

difference between the net proceeds and the redemption amount is recognised in the income statement over the period of the borrowings using

the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the

liability for at least 12 months after the balance date.

Cash on hand and at bank

Cash on hand and at bank includes EFTPOS (electronic funds transfer point of sale) transactions which have not been cleared by the bank. The Group’s

balance date is always a Sunday, which means the three previous day’s store sales that have been paid by EFTPOS remain uncleared at balance date.

Securitised borrowings

The Group used a securitised borrowing facility to fund part of the Group’s discontinued Financial Services operations. The facility permitted the

Finance Services Group to borrow up to 80% of the value of qualifying securitised finance business receivables. The Group’s securitised borrowing

facility was included as part of the sale of the Financial Services businesses (refer note 15.3) on 9 September 2017.

Fixed rate senior bond

The Group issued a five-year fixed rate senior bond on the New Zealand Stock Exchange in June 2015 with a 5.30% coupon. Interest on the bond is

payable every six months (15 June and 15 December) and has a final maturity in June 2020. Based on the last quoted closing price of $1.04087 (2016:

$1.06261) traded on the New Zealand Stock Exchange and a market yield of 4.03% (2016: 3.74%), the fair value of the Group’s fixed rate senior bonds at

balance date was $130,109 million (2016: $132.826 million). For accounting purposes (NZ IFRS 13), this is deemed a level 1 fair value measurement as it is

derived from a quoted price, in an active market.

10.2 Net interest expenseNOTE20172016

$000 $000

Interest on bank overdrafts266 36

Interest on deposits and use of money interest received(150)(204)

Interest on bank borrowings9,330 10,850

Interest on finance leases87 184

Interest on fixed rate senior bond7,043 7,0 2 5

Net interest expense16,576 17,891

Less interest attributable to discontinued operations15.1(4,049)(3,737)

Net interest expense from continuing operations12,527 14,154

10.3 Bank facilities2017 2016

$000 $000

Bank debt facilities280,000 340,000

Bank facilities used(84,159)(163,980)

Unused bank debt facilities195,841 176,020

Securitised debt facility150,000 225,000

Securitised facility used(56,717)(60,125)

Unused securitised bank debt facility 93,283 164,875

Letters of credit facilities32,389 32,566

Letters of credit(13,153)(21,370)

Unused letter of credit facilities19,23611,196

Total unused bank facilities308,360352,091

84

NOTES TO THE FINANCIAL STATEMENTS

85

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements – Financing and Capital Structure
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Financing and Capital Structure

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

11.0 EQUITY

11.1 Capital management

Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard

the Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders and to optimise the Group’s cost of capital.

The Group regularly reviews its capital structure and may make adjustments by means including changes to the Group’s dividend pay-out ratio, issue

of new shares, debt issuance, sale of assets or a combination of these.

The Group has previously viewed the funding of the balance sheet as having two distinct parts, with the discontinued Financial Services Group

being separately financed from the Retail Group, which allowed the Financial Services Group to have higher gearing levels. Gearing is a measure of a

company’s financial leverage and shows the extent to which its operations are funded by lenders (debt) versus shareholders (equity). The Financial

Services Group was primarily financed by a debt securitisation programme which allowed it to borrow up to 80% of the value of its qualifying

securitised finance business receivables. The debt securitisation facility was sold after balance date as part of the Financial Services Group business sale

as referred to in note 15.3.

The Retail Group is financed through a mixture of bank borrowings and a fixed rate senior bond. The Retail Group currently aims to maintain gearing

levels, with the exception of the Group’s first quarter peak funding period, at levels of between 30% to 40%. The Group’s longer term target is to reduce

gearing below 30% within a three-year time frame.

The Group’s dividend policy is based on distributing between 75% to 85% of the adjusted net profit of the Retail Group back to shareholders (refer note 7.0).

Externally imposed capital requirements

Retail Group borrowings are subject to a negative pledge contained in two separate trust deeds held for the benefit of the Group’s banking institutions and

bondholders. The trust deeds provide a guarantee that the parent and its guaranteeing Group companies will comply with certain quarterly debt ratios and

restrictive covenants. The two principal covenants, which are the same for both trust deeds are:

DEBT COVENANT RATIOS AT BALANCE DATEQUARTERLY COVENANT REQUIREMENT2017 2016

Retail Group book gearing ratio (percentage)will not exceed 60% in the first quarter ending October or exceed

50% in each of the remaining three quarters of the year

26.936.9

Retail Group book interest cover (times cover)will not be less than 2 times operating profit

7.77. 3

The Group was in compliance with the negative pledge covenants throughout the current and previous financial year.

11.2 Contributed equity

CONTRIBUTED EQUITYORDINARY SHARES

2017 201620172016

$000 $000 000s 000s

Share capital365,517 365,517 346,843 346,843

Treasury shares(7,471)(7,832)(2,346)(2,348)

Contributed equity358,046 357,685 344,497 344,495

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from

the proceeds of the share issue.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental

costs, is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any

consideration received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

Treasury shares

TREASURY SHARESORDINARY SHARES

NOTE2017 201620172016

$000 $000 000s 000s

Opening balance7,832 7,302 2,348 2,134

Ordinary shares issued to settle share rights plan obligations14.0 (2,509)(2,001)(902)(708)

Ordinary shares purchased (average purchase price $2.39 – 2016: $2.74)2,148 2,531 900 922

Closing balance7, 47 1 7,832 2,346 2,348

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus

on a winding up of the Group. The Group retains its own ordinary shares, which are used for employee share based payment arrangements. Voting

rights attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the

benefit of the Group.

11.3 Reserves2017 2016

$000 $000

Cash flow hedge reserve(14,157)(20,986)

De-designated derivative reserve(1,017)(1,453)

Hedge reserves(15,174)(22,439)

Share based payments reserve2,138 3,623

Total reserves(13,036)(18,816)

Cash flow hedge reserve

This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The

cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement,

or, depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer also to the consolidated

statement of changes in equity and policy notes detailed in note 12.2.)

De-designated derivative reserve

The de-designated derivative reserve is used to record the after tax mark to market losses realised from realigning the Group’s interest rate hedge

portfolio in June 2015 which resulted in a number of interest rate swaps being monetised. The cost to close the interest rate swaps is recognised in the

income statement over the effective period of the original interest rate swaps. (Refer also to the consolidated statement of changes in equity and policy

notes detailed in note 12.2.)

Share based payments reserve

Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the

plan are measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair

value at grant date of the share rights are independently determined using an appropriate valuation model that takes into account the terms and

conditions upon which they were granted. (Note 14.0 provides further details regarding the plan and fair value calculations.)

This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income

statement. Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury stock allotted

to settle the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated

statement of changes in equity.)

11.4 Minority interest2017 2016

$000 $000

Opening balance167 1,910

Purchase of minority interest– (2,359)

Minority interest capital contribution

750 –

Net profit attributable to minority interest302 4,138

Dividends paid to minority shareholders(352)(3,522)

Closing balance867 167

At balance date the Group’s minority interest represents the 50% minority shareholding held in Waikato Valley Chocolates. In March 2017 both the

Group and the Waikato Valley Chocolates’ minority shareholders each invested an additional $0.750 million of share capital of the business.

Prior year Torpedo7 minority purchase

In March 2016 the Group acquired the remaining 20% of the share capital of Torpedo7 Limited for a consideration of $9.800 million, increasing the

Group’s interest in the Torpedo7 group of companies from 80% to 100%.

86

NOTES TO THE FINANCIAL STATEMENTS

87

NOTES TO THE FINANCIAL STATEMENTS

12.0 FINANCIAL RISK MANAGEMENT
12.1 Financial risk factors

The Group’s activities expose it to various financial risks, including liquidity risk, credit risk and market risk (including currency risk and interest rate risk).

The Group’s overall risk management programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the

Group’s financial performance.

The Group enters into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the interest rate

and currency fluctuation risks arising from the Group’s operations and sources of finance.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury

identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall

risk management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative

financial instruments and investing excess cash.

12.2 Derivative financial instruments

CURRENCY CONTRACTSINTEREST RATE SWAPSTOTAL

2017 20162017201620172016

$000 $000 $000 $000 $000 $000

Current assets– 621 – – – 621

Non-current assets– – 541 738 541 738

Current liabilities(16,899)(24,263)(400)(870)(17,299)(25,133)

Non-current liabilities– – (2,507)(4,845)(2,507)(4,845)

Total derivative financial instruments(16,899)(23,642)(2,366)(4,977)(19,265)(28,619)

Classified as:

Cash flow hedges

(16,899)(23,642)(2,907)(5,715)(19,806)(29,357)

Fair value hedges– – 541 738 541 738

Total derivative financial instruments(16,899)(23,642)(2,366)(4,977)(19,265)(28,619)

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value.

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature

of the item being hedged. For the purposes of hedge accounting, hedges are classified as:

• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or

• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk

management objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis,

is also documented, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in

offsetting changes in fair values or cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the

cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance

when the forecast interest payment that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition

of a non-financial asset (for example, inventory), the gains and losses previously deferred in equity are transferred from equity and included in the

measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative

gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income

statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately

transferred to the income statement.

Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any

changes in the fair value of the hedged asset or liability that are attributed to the hedged risk. The Group only applies fair value hedge accounting for

hedging fixed interest on borrowings. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings and changes

in the fair value of the fixed rate borrowings attributable to interest rate risk are recognised in the income statement within net interest expense.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item, for which the effective

interest method is used, is amortised over the period to maturity.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for

hedge accounting are recognised immediately in the income statement.

Significant judgements and estimates

The Group’s derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the fair

value, the Group uses valuation techniques which rely on observable market data. The fair value of forward exchange contracts is determined using the

forward exchange market rates at the balance date and interest rate swaps are calculated as the present value of estimated future cash flows, based on

the applicable market interest yield rates at balance date. For accounting purposes (NZ IFRS 13), these valuations are deemed to be Level 2 fair value

measurements as they are not derived from a quoted price in an active market but, rather, a valuation technique that relies on other observable market data.

The Group uses an independent advisor to help determine the fair value of its derivatives.

12.3 Liquidity risk

Liquidity risk arises from financial liabilities of the Group and the Group’s subsequent ability to meet the obligation to repay these financial liabilities as

and when they arise.

The Group divided its funding requirements between funding for its retail operations and funding for the discontinued financial services business. The

funding for the financial services business was provided by means of a debt securitisation programme (refer note 10.1). The debt securitisation facility

was sold after balance date as part of the Financial Services Group business sale (note 15.3).

The Retail Group’s liquidity position fluctuates throughout the year. The months leading up to the Christmas trading period typically put the greatest

strain on cash flows due to the build up of inventory, conversely, the Retail Group’s liquidity position is at its strongest immediately after the Christmas

trading period. The Retail Group’s gearing covenants increase from 50% to 60% for the first quarter of each financial year to allow for the effect

of seasonal funding. To accommodate the increased funding requirements during the peak funding period, the Group has committed three month

seasonal credit facilities, commencing in mid September, of $50.000 million (2016: $50.000 million), which are in addition to the $280.000 million (2016:

$340.000 million) of committed credit facilities (refer note 10.3). The Group has set treasury policy limits to ensure it maintains and operates within its

available funding facilities.

LIQUIDITY POSITION AT BALANCE DATETREASURY POLICY REQUIREMENT2017 2016

Retail Group unused debt facilities (refer note: 10.3)committed credit facilities to be maintained at an amount

of at least 115% of peak funding requirements projected for

the next 2 years

69.9%51.8%

Retail Group funding tenorat least 30% of the committed credit facilities have a

maturity of greater than 3 years (includes retail bond)

30.0%35.5%

Retail Group funding diversity (number of counterparties)funding to be sourced from a minimum of four

counterparties (includes retail bond)

6 6

The table below analyses the Group’s financial liabilities and derivatives into relevant maturity bands, based on the remaining period from balance date

to the contractual maturity date. The cash flow amounts disclosed in the table represent undiscounted cash flows liable for payment by the Group.

The forward currency contracts ‘outflow’ amounts disclosed in the table represent the gross amount payable by the Group for the purchase of foreign

currency, whereas the ‘inflow’ amounts represent the corresponding receipt of foreign currency arising from settlement of the contracts, converted

using the spot rate at balance date.

Contractural maturity analysis

0 – 1 YEAR1 – 3 YEARS> 3 YEARSTOTAL

2017 20162017 20162017 20162017 2016

$000 $000 $000 $000 $000 $000 $000 $000

Trade and other payables(271,443)(271,308)– – – – (271,443)(271,308)

Bank borrowings(84,159)(163,980)– – – – (84,159)(163,980)

Securitised borrowings(56,717)(60,125)– – – (56,717)(60,125)

Finance lease liabilities(464)(1,303)(175)(489)(4)(29)(643)(1,821)

Fixed rate senior bond(5,790)(5,771)(138,250)(13,250)– (131,625)(144,040)(150,646)

Financial liabilities(418,573)(502,487)(138,425)(13,739)(4)(131,654)(557,002)(647,880)

Forward currency contracts–

– outflow(331,674)(363,291)– – – – (331,674)(363,291)

– inflow313,851 337,438 – – – – 313,851 337,438

Interest rate swaps(667)(1,667)(73)(1,036)(1,693)(2,728)(2,433)(5,431)

Net derivatives(18,490)(27,520)(73)(1,036)(1,693)(2,728)(20,256)(31,284)

12.4 Credit risk

Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to

the carrying amount of these assets. In the normal course of business, the Group incurs credit risk from finance business receivables, trade and other

receivables, derivatives and transactions with financial institutions.

The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by Directors and in

accordance with specified Treasury Policy limits. The Group’s Treasury Policy requires bank counter-parties to have a minimum Standard & Poor’s credit

rating of at least A (2016: A).

The Group controls its credit risk from finance business receivables, trade and other receivables by the application of credit approval, limits and

monitoring procedures. Receivable balances are monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant.

Concentrations of credit risk exist when changes in economic, industry or geographical factors similarly affect the group of counterparties whose

aggregate credit exposure is significant in relation to the Group’s total credit exposure. As the Group transacts with a diversity of counterparties it does

not have any significant exposure to any individual customers, industry or economic sector.

Notes to the Financial Statements – Financial Risk Management

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Financial Risk Management

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

88

NOTES TO THE FINANCIAL STATEMENTS

89

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements – Financial Risk Management
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Other Disclosures

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

12.5 Market risks

Foreign exchange risks

The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements

and to manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge

highly probable forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved

Treasury Policy to manage this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:

• to hedge 40% to 100% of forecast US dollar commitments expected in the next 0 to 6 months

• to hedge 0% to 85% of forecast US dollar commitments expected in the next 7 to 12 months

• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place

• where foreign currency hedging extends beyond a 12 month time horizon, this requires specific approval.

Currency position at balance date

CARRYING VALUENOTIONAL AMOUNT (NZD)AVERAGE EXCHANGE RATE0 TO 12 MONTH HEDGE LEVEL

2017 20162017 20162017 20162017 2016

$000 $000 $000 $000 CENTS CENTS PERCENTAGE PERCENTAGE

Forward exchange contracts

Buy US dollars/Sell

New Zealand dollars

(16,899)(23,642)331,674 363,291 0.7115 0.6714 72.1 74.6

The Group did not hold any foreign exchange derivatives with a maturity exceeding one year at either the current or last year’s balance date. The spot

rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.7520 (2016: $0.7228).

The following sensitivity table, based on foreign currency contracts in existence at balance date, shows the positive/(negative) effect of reasonably

possible exchange rate movements on after tax profit and equity, with all other variables held constant.

Currency position at balance date

NET PROFIT AFTER TAXEQUITY

2017 20162017 2016

$000 $000 $000 $000

10% appreciation in the New Zealand dollar– – (20,424)(22,006)

10% depreciation in the New Zealand dollar– – 24,965 26,889

There is no profit and loss sensitivity, as the forward currency contracts have been designated as cash flow hedges and based on historical performance

it has been assumed they will be 100% hedge effective.

Interest rate risk

The Group’s exposure to market interest rates primarily relates to the Retail Group’s core borrowings estimated to be $200 million (2016: $250 million)

for treasury management purposes. The Group’s Treasury Policy is to manage its finance costs using a mix of fixed and floating rate debt. The Group’s

Treasury Policy is to maintain between 50% to 90% of core borrowings at fixed rates. At balance date 80% (2016: 76%) of the Group’s core borrowings

were at fixed interest rates. The Group uses fixed rate debt and interest rate swaps to manage the fixed interest rate pricing and profile.

The following sensitivity table, based on interest rate risk exposures in existence at balance date, shows the effect of reasonably possible interest rate

movements on after tax profit and equity, with all other variables held constant.

Interest rate sensitivity table

+ 100 BASIS POINTS- 100 BASIS POINTS

NOTEAMOUNTPROFIT EQUITY PROFIT EQUITY

$000 $000 $000 $000 $000

At 31 July 2017

Finance business receivables

16.0 67,355 485 485 (485)(485)

Securitised borrowings10.1 (56,717)(408)(408)408 408

Net bank borrowings10.1 (36,667)(264)(264)264 264

Fixed rate senior bond10.1 (124,284)295 295 (308)(308)

Derivative financial instruments

Interest rate swaps – cash flow hedges

12.2 (2,907)252 1,472 (252)(1,558)

Interest rate swaps – fair value hedges12.2 541 (295)(295)308 308

Total increase/(decrease)(152,679)65 1,285 (65)(1,371)

At 31 July 2016

Finance business receivables

73,565 530 530 (530)(530)

Securitised borrowings10.1 (60,125)(433)(433)433 433

Net bank borrowings10.1 (114,099)(822)(822)822 822

Fixed rate senior bond10.1 (124,044)294 294 (260)(260)

Derivative financial instruments

Interest rate swaps – cash flow hedges

12.2 (5,715)468 2,058 (468)(2,174)

Interest rate swaps – fair value hedges12.2 738 (294)(294)260 260

Total increase/(decrease)(229,680)(257)1,333 257 (1,449)

13.0 KEY MANAGEMENT PERSONNEL

Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial

Markets Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2016: 11) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

Directors’ fees2017 2016

$000 $000

J Withers (Chair – appointed September 2016)128 –

K R Smith (Deputy Chair)115 115

E K van Arkel (retired September 2016)42 166

A J Balfour85 85

J W M Journee86 86

J H Ogden94 101

J M Raue (appointed September 2016)72 –

V C M Stoddart91 116

Sir Stephen Tindall85 85

Total798 754

In addition to the Directors’ fees stated above, K R Smith received fees of $43,000 (2016: $43,000) and J H Ogden also received fees of $43,000

(2016: $43,000) in their capacity as Directors of the Group’s Financial Services business.

Key management2017 2016

$000 $000

Base salary6,934 6,934

Annual performance based compensation1,470 2,881

Equity settled share-based compensation (refer note 14.0)987 1,520

Termination benefits981 –

Total10,372 11,335

14.0 EXECUTIVE LONG TERM INCENTIVE PLAN (LTIP)

Share rights were granted to key management and other senior executives, selected by the Group’s Remuneration Committee as a component of each

participant’s remuneration package. There will be no further share rights granted under this plan as it has been replaced by a new cash based incentive

plan. At balance date this legacy share based plan has 53 (2016: 66) participants.

The plan was divided into medium term (Award shares) and long term (Performance shares) share plans.

Award shares

Award shares provide participants with a conditional right to be allocated and transferred ordinary shares upon the satisfaction of certain company

performance targets and individual performance targets, measured during the initial vesting period. The number of ordinary shares which are allocated

is determined by reference to the percentage achievement of these targets, with one third of the allocated shares being transferred to each participant

at the end of the initial vesting period and a further third at the end of each of the next two vesting dates.

Performance shares

Performance shares provide participants with a conditional right to be transferred ordinary shares at the end of the vesting period if the Group has

achieved a specified total shareholder return on the vesting date. The target total shareholder return represents the increase in Group’s share price over

the period between the grant date and the vesting date, inflated from the grant date using the Group’s cost of equity.

Share rights

PERFORMANCE SHARES AWARD SHARES TOTAL SHARE RIGHTS

NOTE2017 20162017201620172016

000 000 000 000 000 000

Outstanding at the beginning of the year1,695 2,005 2,269 2,234 3,964 4,239

Granted during the year– 726 – 1,725 – 2,451

Vested during the year11.2– – (902)(708)(902)(708)

Forfeited during the year(741)(1,036)(526)(982)(1,267)(2,018)

Outstanding at the end of the year954 1,695 841 2,269 1,795 3,964

Expected vesting dates

October 2016

– 351 – 920 – 1,271

October 2017408 617 502 780 910 1,397

October 2018546 727 339 569 885 1,296

Outstanding at the end of the year954 1,695 841 2,269 1,795 3,964

Fair values

The fair value of performance shares at grant date have been estimated using a variant of the Binomial Options Pricing Model. The fair value of award

shares has been calculated as the present value of the rights at grant date discounted using the Group’s estimated cost of equity and allowing for expected

future dividends. The following table lists the fair value of the share rights and key inputs used in the pricing models to determine the values:

Performance shares

Date granted

October 2015October 2014

Vesting date

October 2018October 2017

Target total shareholder return ($)0.78 1.00

Risk free interest rate (%)2.64 3.73

Average expected volatility (%)21.50 21.60

Average share price at measurement date ($)2.58 3.09

Estimated fair value at grant date ($)0.81 0.97

Award shares

Date granted

October 2015October 2014

First vesting date (then annually on the next two anniversaries)October 2016October 2015

Weighted average cost of equity capital (%)8.72 9.83

Average share price at measurement date ($)2.58 3.09

Average estimated fair values at grant date ($)2.30 2.77

90

NOTES TO THE FINANCIAL STATEMENTS

91

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements – Other Disclosures
FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

Notes to the Financial Statements – Other Disclosures

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

15.0 DISCONTINUED OPERATIONS

A discontinued operation is a component of the Group that represents a separate major line of business that is part of a disposal plan. The results of

discontinued operations are presented separately as a single amount in the Income Statement.

On 24 July 2017, the Group announced it had approved the conditional sale of the Group’s Financial Services business except for Diners Club (NZ),

to Finance Now, a subsidiary of SBS Bank. Final agreement was reached on 9 September 2017 and a sale and purchase agreement was executed on

that date (refer note 15.3). The Group also has plans in place to exit the Diners Club (NZ) business. As a result, the Financial Services Group has been

reported as a discontinued operation.

The full year results and cash flows from the Financial Services Group are as follows.

15.1 Financial Services Group results and cash flowsNOTE2017 2016

$000 $000

Finance business revenue20,392 20,352

Expenses(28,893)(23,732)

Business acquisition, disposal and restructuring costs(1,283)(479)

Impairment of assets15.2 (40,061)–

Loss before interest and tax(49,845)(3,859)

Interest expense10.2 (4,049)(3,737)

Loss before tax(53,894)(7,596)

Income tax expense4.1 3,611 2,070

Loss from discontinued operations(50,283)(5,526)

Cash flows from discontinued operations

Net cash flows from operating activities

(169)(9,154)

Net cash flows from investing activities(3,208)(19,387)

Net cash flows from financing activities(2,660)38,023

As a result of the Group’s planned exit as a Financial Services credit card issuer, the recoverable amount of assets and recognition and measurement of

liabilities of the Financial Services Group segment were reassessed at balance date based on management’s best estimate of the expected net proceeds

to be realised as part of the business sale and payments to be incurred upon an orderly exit from this business segment. The Group had previously fully

impaired all goodwill attributed to the segment when it released its 2017 half year results following a review by the Board of forecast strategies and the

length of time required to achieve profitability. A summary of impairments recognised at balance date is stated below.

15.2 Financial Services Group impairment of assetsNOTE2017

$000

Computer software9.2 17,347

Goodwill9.2 22,714

Total impairment of assets40,061

Significant judgements and estimates

The estimates and judgements applied with respect to the recognition of impairment of the Financial Services Group assets and associated costs involve

a high level of complexity and carry a significant risk of adjustment in subsequent periods as sale proceeds and associated costs from the disposal plans

are realised. Any changes to carrying amounts in subsequent periods due to a revision to estimates or as a result of the final realisation of the Financial

Services Group assets and liabilities upon the exit of the business will be recognised in the Income Statement as part of discontinued operations.

15.3 Financial Services Group subsequent events

The Group confirmed the sale of the financial services business on 9 September 2017, to Finance Now, a subsidiary of SBS Bank, for a consideration of

$18.0 million. The consideration is subject to an asset adjustment referenced to certain net assets acquired relative to a target position specified in the

sale and purchase agreement. It is expected that the Group will receive a further $2.0 million to $3.0 million of additional sale proceeds because of the

asset adjustment once the ‘completion’ financial statements have been agreed and finalised.

The sale exposes the Group to a number of contingent liabilities connected with a claw back provision and warranties contained in the sale and purchase

agreement. The Group will be required to pay up to an aggregate of $3.0 million (termed claw back) if the Group’s Finance receivable’s impairment

provisions are less than the actual write-offs experienced during the 9 month period following completion. The Group was also required to make warranties,

which are typical for a transaction of this nature. These warranties are largely covered by an insurance contract; however, there are some items which are not

covered, such as tax claims. These warranty claims are capped at $18.0 million (representing the purchase consideration) and expire after 18 months.

16.0 HELD FOR SALE

Non-current assets or a group of assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction

rather than continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to

sell, except for deferred tax assets, assets arising from employee benefits and financial assets which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less costs to sell. A gain is recognised for any

subsequent increase in the fair value less cost to sell of an asset, but not more than any cumulative impairment loss previously recognised. Non-

current assets are not depreciated or amortised while they are classified as held for sale.

The Group has committed to a plan to exit its Financial Services credit card businesses and has executed the first part of the disposal plan when it

sold the Group’s Financial Services business excluding Diners Club (NZ) 6 weeks after balance date (refer note 15.3). Accordingly, assets and liabilities

relating to the Financial Services Group are classified as held for sale at balance date as detailed in the following table.

Financial Services Group assets classified as held for saleNOTE2017

$000

Finance business receivables67,355

Property, plant and equipment9.1 1,044

Computer software9.2 7,0 2 0

Other assets1,723

Total assets classified as held for sale77,142

Other liabilities directly associated with assets held for sale(5,443)

17.0 COMMITMENTS

Operating leases

The Group’s non-cancellable operating leases mainly relate to building occupancy leases and typically expire within 10 years. The leases have varying

terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Commitments for minimum lease payments in

relation to non-cancellable operating leases at balance date are as follows:

Future minimum rentals payable2017 2016

$000 $000

0 to 1 years120,363 120,636

1 to 2 years105,533 111,731

2 to 5 years242,456 254,246

5+ years270,975 325,121

Operating leases739,327 811,734

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:

Capital commitments2017 2016

$000 $000

Within one year7,339 12,666

18.0 CONTINGENT LIABILITIES

2017 2016

$000 $000

Bank letters of credit issued to secure future purchasing requirements8,764 16,804

Less included as a goods in transit creditor(586)(1,394)

8,178 15,410

Standby letter of credit issued to Visa Worldwide4,389 4,566

Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited643 643

Total contingent liabilities13,210 20,619

19.0 RELATED PARTIES

During the period, the Group has not entered into any material contracts involving related parties or Directors’ interests which are not disclosed. No

amounts owed by related parties have been written off or forgiven during the period.

Shareholdings

At balance date Directors and other key executives held ordinary shares in the Group and received fully imputed dividends during the year, as set out

below.

(i) Sir Stephen Tindall (Director) has a beneficial shareholding of 93,687,096 shares (2016: 93,687,096 shares) which carry the normal entitlement to

dividends. Dividends of $14.053 million (2016: $14.990 million) were received on these shares during the year.

(ii) The Group’s other Directors collectively had beneficial shareholdings of 215,052 shares (2016: 221,066 shares) at balance date which carry the

normal entitlement to dividends.

(iii) Share transactions undertaken by the Directors during the year and Directors non-beneficial shareholdings are required to be disclosed in respect

of section 148(2) of the Companies Act 1993. Details of these transactions can be found as part of the statutory disclosures in this annual report.

(iv) Key management (as detailed in note 13.0) collectively held 524,069 shares (2016: 672,563 shares) at balance date which carry the normal

entitlement to dividends.

92

NOTES TO THE FINANCIAL STATEMENTS

93

NOTES TO THE FINANCIAL STATEMENTS

Independent Auditor’s Report
TO THE SHAREHOLDERS OF THE WAREHOUSE GROUP LIMITED

The financial statements comprise:

• the consolidated balance sheets as at 30 July 2017;

• the consolidated income statement for the year then ended;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the financial statements, which include a summary of significant accounting policies.

OUR OPINION

In our opinion, the financial statements of The Warehouse Group Limited (the Company), including its subsidiaries (the Group), present

fairly, in all material respects, the financial position of the Group as at 30 July 2017, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International

Financial Reporting Standards (IFRS).

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards

on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance

Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board

for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of treasury policy advice and executive remuneration benchmarking advice.

The provision of these other services has not impaired our independence as auditor of the Group.

OUR AUDIT APPROACH

Overview

An audit is designed to obtain reasonable assurance whether the financial statements

are free from material misstatement.

Overall group materiality: $4.2 million, which represents approximately 5% of profit before

tax from continuing and discontinued operations, adjusted for the gain on property disposals,

restructuring costs and impairment of assets.

We chose this as the benchmark because, in our view, it is a proxy for adjusted profit and

accordingly is the benchmark against which the performance of the Group is most commonly

measured by users.

We have determined that there are two key audit matters:

• Impairment of intangible assets

• Inventory provisioning

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group

materiality for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to

determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality. As in

all of our audits, we also addressed the risk of management override of internal controls including among other matters, consideration of

whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements

as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group

operates.

We conducted full scope audit work on two entities within the Group which make up 86% of external revenue and 79% of profit before

tax. The remaining entities in the Group were not considered individually significant and depending on our risk assessment were subject

to other audit procedures such as testing of key balances or reconciliations, supplemented by analytic review.

Notes to the Financial Statements – Other Disclosures

FOR THE 52 WEEK PERIOD ENDED 30 JULY 2017

20.0 PRIOR YEAR RESTATEMENT

When the Group acquired the Noel Leeming business in December 2012 and the Torpedo7 business in April 2013 it recognised two indefinite life

brand intangible assets of $15.500 million and $8.023 million respectively. No deferred tax was recognised in relation to these assets at the time of

the acquisition. This assumed that the carrying amount of the brand assets would be recovered through sale as these assets are not amortised. In

November 2016, the IFRS Interpretations Committee (IFRIC) clarified its position regarding indefinite life intangible assets, indicating that just because

an asset is not amortised does not necessarily mean that an entity will recover the carrying amount of the asset only through sale and not through use.

Further, the IFRIC implied that the generation of economic benefits is the recovery of the carrying value.

Following this additional guidance, the Group has reviewed the expected recovery of the carrying amount of its indefinite life brand intangible assets

and concluded that the carrying amounts are expected to be recovered through use of the brand within the businesses. As a result, the Group has

recognised a deferred tax liability of $6.586 million, an increase in goodwill of $5.463 million and a reduction in minority interests of $1.189 million at the

date of acquisition.

In the years that followed the initial acquisitions, the Group impaired the goodwill in the Torpedo7 group in July 2015. As a result of this adjustment the

goodwill impairment is increased by $1.123 million. Between the acquisition date and July 2016 the Group also increased its shareholding in the Torpedo7

group from 51% to 100%. A summary of the effect of these changes on impacted balance sheet line items is detailed below:

Prior year restatementGOODWILL

DEFERRED

TAXATION

MINORITY

INTEREST

RETAINED

EARNINGS

$000 $000$000 $000

Closing balance at 28 July 20135,463 (6,586)1,123 –

Acquisition of Torpedo7 minority interest (March 2014 - shareholding increased

from 51% to 80%)

– – (674)674

Closing balance at 27 July 20145,463 (6,586)449 674

Torpedo7 goodwill impairment (July 2015)(1,189)– 66 1,123

Closing balance at 2 August 20154,274 (6,586)515 1,797

Acquisition of Torpedo7 minority interest (March 2016 - shareholding increased

from 80% to 100%)

– – (515)515

Closing balance at 31 July 20164,274 (6,586)– 2,312

21.0 NEW ACCOUNTING STANDARDS WHICH ARE RELEVANT TO THE GROUP BUT ARE

NOT YET EFFECTIVE

NZ IFRS 16: Leases (Effective date: periods beginning on or after 1 January 2019)

NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right

to control the use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee was required to make a distinction

between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability

reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional exemption for certain short-term leases

and leases of low-value assets; however, this exemption can only be applied by lessees.

For lessors, the accounting for leases under NZ IFRS 16 is almost the same as NZ IAS 17. However, because the guidance on the definition of a lease has

been updated (as well as the guidance on the combination and separation of contracts), lessors will also be affected by the new standard.

The standard is effective for accounting periods beginning on or after 1 January 2019. Early adoption is permitted but only in conjunction with NZ IFRS

15, ‘Revenue from contracts with customers’. The Group intends to adopt NZ IFRS 16 on its effective date and has yet to assess its full impact. Based on

preliminary assessments, the Group has determined that there will be a significant impact on the consolidated balance sheet and income statement. A

right of use asset and a corresponding lease liability will be recognised on the balance sheet. The income statement will be affected by the recognition

of an interest expense and an amortisation expense and the removal of the current lease and occupancy expense.

NZ IFRS 15: Revenue from contracts with customers (Effective date: periods beginning on or after 1 January 2018)

NZ IFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for reporting useful information to users

of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the

good or service. The standard replaces NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction contracts’ and related interpretations. The standard is effective

for annual periods beginning on or after 1 January 2018 and earlier application is permitted. The Group intends to adopt NZ IFRS 15 on its effective date

and is currently assessing its full impact.

NZ IFRS 9: Financial Instruments (Effective date: periods beginning on or after 1 January 2018)

NZ IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the

guidance in NZ IAS 39 that relates to the classification and measurement of financial instruments. The standard is effective for accounting periods

beginning on or after 1 January 2018. Early adoption is permitted. This standard is not expected to materially impact the Group.

94

NOTES TO THE FINANCIAL STATEMENTS

95

INDEPENDENT AUDITOR’S REPORT

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Impairment of intangible assets

The carrying value of intangible assets as at 30 July 2017 was

$127.7 million. Of this amount, $106.6 million (2016: $129.3

million) related to goodwill and brands, which are tested for

impairment at least annually.

During the year, management identified impairment indicators

for the Financial Services cash generating unit (CGU) and as a

result of their assessment wrote off goodwill of $22.7 million.

Subsequently, as a result of the Board’s decision to sell Financial

Services on 24 July 2017, an impairment of computer software

amounting to $17.3 million was also recorded.

To test impairment of the remaining goodwill and brands,

management used cash flow forecasts to value the Noel

Leeming, Torpedo7 and TWP No. 3 CGUs and compared the

valuations to the underlying carrying amount of the CGUs,

including goodwill and brands.

The assessment of impairment of the intangible assets was an

area of audit focus due to the magnitude of the balances and

the judgements applied by management in the assessment of

impairment.

The key assumptions adopted by management in their

impairment assessment are described in note 9.2.

To respond to the risk of impairment of goodwill and brands, our audit

procedures included the following:

• Engaged our valuation expert to assist in our assessment of the

reasonableness of the key assumptions used by management. In

particular, we obtained an understanding of the terminal growth

rates used by management and challenged the reasonableness of

those rates by comparing them to comparable industry rates. We

also compared the discount rate applied by management to the

average cost of capital.

• Performed sensitivity analyses on the discount rates and terminal

growth rates used in the impairment calculations.

• Compared cash flow forecasts in the impairment calculations to

the latest Board approved budgets.

• Assessed the reliability of management’s forecasts by performing

a lookback analysis of historical forecasts against actual results.

• Tested the mathematical accuracy of the underlying model.

• Agreed the recognised impairment of computer software by

comparing the agreed sales price to the carrying value of the

software.

• Assessed the adequacy of disclosures in the financial statements.

Our procedures did not result in any adjustments to management’s

impairment assessment.

Inventory provisioning

The Group had finished goods of $457.4 million as at 30 July

2017 (2016: $469.6 million).

The inventory provision associated with finished goods of

$22.5 million (2016: $19.7 million) was determined based on

a combination of an automated system calculation as well as

management’s assessment of discontinued and clearance items.

This was an area of focus due to the judgements involved in

determining the appropriate level of provisioning, including

management’s expectations for future sales and estimation of

inventory write-downs.

Note 8.1 of the financial statements describes the judgements

and estimates applied by management in determining the

inventory provision.

Our audit procedures over the Group’s provisioning methodology

included the following:

• Observed management’s stocktake process at selected locations

and checked that obsolete inventory items were identified and

accounted for.

• On a sample basis, tested the net realisable value of finished

goods by comparing the supplier invoice against the most recent

retail price less cost to sell.

• On a sample basis, reperformed the obsolescence and net

realisable value system-generated calculations and tested inputs

to detailed inventory listings.

• Held discussions with management to understand and

corroborate assumptions used to estimate the inventory provisions.

• Reviewed the inventory ageing schedules to check, on a sample

basis, whether provisions were recorded for aged stock in

accordance with Group policy.

• Compared all inventory provisions for each finished goods

category as a percentage of the gross amount versus the prior

year and understood the rationale for any changes.

From the procedures performed, we have no matters to report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information included in

the annual report and we do not, and will not, express any form of assurance conclusion on the other information. At the time of our audit,

there was no other information available to us.

In connection with our audit of the financial statements, if the other information is included in the annual report, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements

or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the

other information that we obtained prior to the date of our auditor’s report, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance

with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend

to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ), the auditor exercises professional judgement and maintains professional scepticism

throughout the audit. The auditor also:

• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and

performs audit procedures responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for

the auditor’s opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtains an understanding of internal control relevant to the audit 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 Group’s internal control.

• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by management.

• Concludes on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt

on the Group’s ability to continue as a going concern. If the auditor concludes that a material uncertainty exists, the auditor is required

to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to

modify the auditor’s opinion. The auditor’s conclusions are based on the audit evidence obtained up to the date of the auditor’s report.

However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluates the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group

to express an opinion on the financial statements. The auditor is responsible for the direction, supervision and performance of the group

audit. The auditor remains solely responsible for the audit opinion.

The auditor communicates with those charged with governance regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that the auditor identifies during the audit.

WHO WE REPORT TO

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those

matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for

this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Leopino (Leo) Foliaki.

For and on behalf of:

Chartered Accountants, Auckland

21 September 2017

Independent Auditor’s Report

TO THE SHAREHOLDERS OF THE WAREHOUSE GROUP LIMITED

Independent Auditor’s Report

TO THE SHAREHOLDERS OF THE WAREHOUSE GROUP LIMITED

96

97

INDEPENDENT AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT

At The Warehouse Group Limited (the Company), we are committed to
adopting high standards of corporate governance and believe it is a critical

component in creating sustainable long-term value for our shareholders,

building strong relationships with team members, improving the experience we

offer our customers and contributes to our place within the wider community.

This statement gives an overview of the policies and processes that

are in place throughout the Company that ensure best-practice

standards of corporate governance are followed.

We support the recently released NZX Corporate Governance Code

(the NZX Code), which will replace the current Best Practice Code

from October 2017. While the Company is not formally adopting the

NZX Code for the 2017 reporting year, this statement follows the

structure of the new Code and addresses its recommendations.

As at the date of the publication of this Annual Report, the

Company considers its governance practices complied with the

NZX Corporate Governance Best Practice Code in its entirety for the

year ended 30 July 2017. The Company is largely compliant with the

NZX Code and has workstreams underway to achieve full compliance.

This governance statement was approved by the Board on 18 October

and is current as at that date.

The Company’s Constitution, the Board and committee charters,

codes and policies referred to in this statement are available to view at

www.thewarehousegroup.co.nz/investor-centre/corporate-governance.

CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour, model this

behaviour, and hold management accountable for delivering these

standards being followed throughout the organisation.”

The Company is committed to fostering the highest standards

of ethical behaviour and good conduct. We believe this is at the

heart of having a reputation as a trusted and respected company

that promotes honesty, integrity and ethical conduct across the

organisation in day-to-day behaviour and decision-making.

Code of Ethics

The Code of Ethics sets out the standards of conduct expected of

everyone working at The Warehouse Group including directors, our

people, contractors and other agents. The Code of Ethics provides a

guide to the conduct that is consistent with the Company’s values and

behaviours, business goals and legal obligations, and outlines internal

reporting procedures for any breaches. Sanctions for breaches may

include serious disciplinary action, removal from office and dismissal

as well as other remedies, all to the extent permitted by law and as

appropriate given the specific circumstances. An introduction to the

Code of Ethics forms part of the induction and training process of

new employees. The Code is available on the Corporate Governance

section of the Company’s website and the Company’s intranet.

Securities Trading Policy

The Company is committed to transparency and fairness in dealing

with all of its stakeholders and to ensuring adherence to all applicable

laws and regulations. The Securities Trading Policy governs trading in

the Company’s securities by directors, employees and other associated

persons. The policy and timing of black-out periods is set out in the

Securities Trading Policy, and can be found on the Corporate Governance

section of the Company‘s website and the Company’s intranet.

BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of

independence, skills, knowledge, experience and perspectives.”

Responsibilities of the Board

The central role of the Board is to set the strategic direction, to

select and appoint the Group Chief Executive Officer (CEO) and to

oversee the Company’s management and business activities with the

primary objective to create and continue to build, sustainable value

for shareholders.

The Board has adopted a Board Charter which sets out how the

Board will achieve its purpose. The Charter is available in the

Corporate Governance section of the Company’s website. Going

forward, it will be reviewed as required and at least every two years.

The Board’s responsibilities contained in the Charter include:

• set strategic direction and appropriate operating frameworks;

• monitor Management’s performance within those frameworks;

• ensure there are adequate resources available to meet the

Company’s objectives;

• appoint and remove the CEO and oversee succession plans for

the Executive Team;

• set criteria for, and evaluate the performance of, the CEO and

approve their remuneration;

• approve and monitor financial reporting and capital

management including the payment of dividends;

• monitor the financial solvency of the Company;

• subject to shareholder approval being granted, approve the

appointment and retention of the external auditor;

• ensure that effective risk management procedures are in place

and are being used;

• approve timely and balanced communication to shareholders;

• ensure, so far as is reasonably practicable, a safe and healthy

working environment is provided and maintained for all

employees, customers, contractors and visitors;

• promote and authorise ethical and responsible decision-making

by the Company;

• ensure the Company has appropriate corporate governance

structures in place including standards of ethical behaviour;

• annually review, approve and adopt the diversity policy and

diversity objectives, and measure achievement against the

objectives; and

• ensure that the Board is and remains appropriately skilled to

meet the changing needs of the Company.

Day-to-day management and administration of the Company is

undertaken by the CEO in accordance with the strategy, plans and

delegations approved by the Board. The CEO is assisted by the

Executive Team in delivering the Company’s strategy. The Board

has implemented appropriate procedures to enable management

to undertake its delegated duties and for performance to be

assessed. More information can be found in the Remuneration

Report on pages 107 to 108.

Chair

Joan Withers is Chair of The Warehouse Board and was first

appointed in 2016. Mrs Withers is an independent, non-executive

director. Her responsibilities include:

• providing leadership to the Board and to the Company;

• ensuring the efficient organisation and conduct of the Board;

• monitoring Board performance annually;

• facilitating Board discussions to ensure core issues facing the

Company are addressed;

• briefing all Directors in relation to issues arising at Board

meetings;

• facilitating the effective contribution and ongoing development

of all Directors;

• promoting consultative and respectful relations between Board

members and between the Board and management; and

• chairing Board and shareholder meetings.

The Board Charter states the Company’s Chair must not be the same

person who is the CEO.

Director appointments

Procedures for the appointment and removal of Directors

are governed by the Company’s Constitution. The Corporate

Governance and Nominations Committee is delegated with the

responsibility of identifying and nominating, for the approval of the

Board, candidates to fill Board vacancies as and when they arise.

In doing so, the Committee will seek to identify the necessary and

desirable competencies that will ensure that any candidate it puts

forward will enable the Board to:

• fulfil its responsibilities;

• represent a variety of skills, expertise, experience (including

commercial and/or industry experience and diversity of

backgrounds and thought); and

• competently address accounting, finance and legal matters.

The terms and conditions of appointment are set out in a Letter

of Appointment which details the Director’s duties, term of

appointment (subject to shareholder approval), expectations of the

role and remuneration. A copy of the standard letter is available in

the Corporate Governance section of the Company’s website.

In addition, the Company also enters into deeds of indemnity

and insurance with each director, in terms of which the Company

indemnifies, and provides insurance to, directors in accordance with

the Companies Act for certain claims which may be brought against

them as directors.

Board structure, skills and composition

The Board is comprised of Directors with a mix of qualifications,

skills and experience appropriate to the Company’s existing

operations and strategic directions. Qualifications and experience of

individual Directors are detailed on pages 14 to 17.

James Ogden and Vanessa Stoddart have confirmed they will be

leaving the Board after the conclusion of the Annual Meeting of

shareholders in November. James Ogden was scheduled to stand

for re-election this year but has indicated that after eight years

on the Board he is not seeking a further term. Vanessa Stoddart

has elected to step aside after the Annual Meeting to enable the

Board to progress the search for skills identified in its recent Board

review. These skills will assist the Company in driving its strategic

imperatives of fixing the retail fundamentals and investing in its

digital future, and in supporting the CEO and the globally accredited

Executive Team he has assembled.

Director induction and development

When appointed to the Board, all new Directors undergo a detailed

induction programme to familiarise themselves with the Company’s

businesses and strategy.

Ongoing training includes briefings by senior management and

guest speakers on relevant industry and competitive issues,

occasional site-visits and Directors are actively encouraged to attend

regular Institute of Director (IOD) courses.

Directors and Board committees have the right, in connection with

their duties and responsibilities, to seek independent professional

advice at the Company’s expense.

Board tenure

The Board Charter provides that the size of the Board should be

between five and 10. Each year, one third of the Directors, or if their

number is not a multiple of three then the nearest number to three,

shall retire from office and may offer themselves for re-election at the

annual meeting of shareholders. Directors to retire are those who have

been longest in office since they were last elected or deemed elected.

The Board does not believe that any Director has served on the Board

for a period which could, or could reasonably be perceived to, materially

interfere with the Director’s ability to act in the best interests of the

Company. The Board considers that Directors retain independence

of character and judgement regardless of length of service.

NAME OF DIRECTORORIGINALLY APPOINTED LAST REAPPOINTED/ELECTED

Joan Withers23 September 201625 November 2016

Sir Stephen Tindall10 June 199422 November 2013

Keith Smith10 June 199421 November 2014

James Ogden4 August 200920 November 2015

Antony (Tony) Balfour15 October 201220 November 2015

Vanessa Stoddart17 October 201325 November 2016

John Journee17 October 201325 November 2016

Julia Raue23 September 201625 November 2016

Director independence and conflicts

The Board’s standards for determining the independence of a

director, including the requirements of the NZX Listing Rules, are set

out in full in the Board Charter.

Under this criteria, the Board has a majority of independent Directors

and the roles of Chair and CEO are not exercised by the same person.

The Board consists of eight Directors. Joan Withers (Chair),

Keith Smith (Deputy Chair), Antony (Tony) Balfour, James Ogden,

John Journee, Julia Raue and Vanessa Stoddart are independent

non-executive Directors. Sir Stephen Tindall is not deemed to be

independent by virtue of his shareholding in the Company. The

Board assesses the independence of directors on their appointment

and at least annually thereafter.

The Board is conscious of its obligations to ensure that Directors

avoid conflicts of interest between their duty to the Company

and their own interests. Where conflicts of interest do exist at law

then the Director must disclose their interest. Directors and Team

Members are required to minimise any potential conflicts in line with

the Company’s Code of Ethics.

Board evaluation

The Chair, with the assistance of appropriate external advisors,

regularly assesses the performance of individual Directors whilst

Directors also assess the collective performance of the Board and

the performance of the Chair. Most recently, a formal evaluation

was conducted with assistance from an outside facilitator. Propero,

leading experts at Board evaluation and comparisons. The full review

of the current Board was completed in September 2017. The review

involved an assessment against a skills matrix.

Future Directors Programme

Continuing the Company’s commitment to supporting the next

generation of governance talent in New Zealand, the Board appointed

Mr Vena Crawley in August 2017 as part of the Future Directors

initiative administered by the Institute of Directors in New Zealand.

Mr Crawley attended his first Board meeting on 24 August 2017 and

his appointment will continue through to the 2018 Annual Meeting.

Diversity and inclusion

The Company is committed to providing an inclusive work

environment to attract and retain talented people, recognising

the diversity and different skills, ability and experiences of team

members to contribute to the achievement of the Company’s

strategic objectives.

The Company strives for an environment where everyone has the

chance to achieve their full potential with development, tools and

promotions based on merit.

The focus areas to progress our diversity and inclusion agenda

continue to be gender, ethnicity, age, disability and our Lesbian, Gay,

Bisexual, Transgender and Intersex (LGBTI+) community.

In 2017, we evolved our ‘Family Violence, it’s not OK’ initiative, by

becoming White Ribbon accredited for our gold-standard training,

adding comprehensive information to our intranet, speaking out

publicly about our work to support our team members in the area of

family violence and hosting other New Zealand businesses to share

experiences, training materials and policy documents more widely

in the hope of driving greater change.

In early August 2017, we launched a Gender Transition policy,

allowing team members paid leave to undergo gender transition

surgery and attend various medical and related appointments.

The policy is one stage of our journey to become Rainbow

Tick accredited.

A series of well-being initiatives are planned for 2018, including

the launch of a smoke-free policy extension which will see smoking

prohibited both within our buildings and in the wider property

vicinity. Team members who wish to stop smoking will be provided

with the resources and support through a partnership with

Smokefree Aotearoa.

Other initiatives being planned include a suicide prevention toolkit

roll-out in late 2017 and the broadening of our Noel Leeming women

in leadership programme to the wider Group.

The gender composition of directors, officers and all team members

at balance date is provided below:

MALEFEMALE

2017201620172016

Directors

5631

Officers

8954

All Team Members

40%40%60%60%

Diversity is a regular agenda item at the People and Remuneration

Committee. Going forward, the People and Remuneration

Committee will annually assess the Diversity Policy, its objectives and

achievement against those objectives. This will then be reviewed,

approved and adopted by the Board.

Corporate GovernanceCorporate Governance

0 – 3 years

3 – 6 years

6+ years

TENURE

98

99

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

BOARD COMMITTEES
“The Board should use committees where this would enhance its effectiveness in key areas, while still retaining board responsibility.”

The Board has established committees that focus on particular areas of the Board’s responsibilities and together ensure the efficient

performance of the Board, and the achievement of Corporate Governance outcomes. The committees report to the full Board on all material

matters and issues requiring Board decisions. From time to time, the Board may create ad hoc committees to examine specific issues on its

behalf. As at the date of this statement, the Company has no other committees.

Current committees

Following a review of the committee structure, in February 2017 the Board deemed it appropriate to restructure the Board committees.

The Audit Committee was renamed the Audit and Risk Committee to reflect the importance of risk within the governance framework.

The responsibility for director nominations moved from the People and Remuneration Committee to the Corporate Governance Committee

and this committee was renamed the Corporate Governance and Nominations Committee.

COMMITTEE ROLES AND RESPONSIBILITIES MEMBERSHIP MEETINGS

People and Remuneration Review and make recommendations in

relation to the human resources strategy,

the Company’s remuneration policies

and practices, and the remuneration and

performance of the CEO.

Comprised of a majority of non-executive,

independent directors.

Current members:

• Vanessa Stoddart (Chair)

• Joan Withers

• Keith Smith

• Sir Stephen Tindall

• Tony Balfour

At least twice a year.

Employees may only

attend by invitation.

Corporate Governance and

Nominations Committee

Ensure a high level of corporate

governance through continuous

monitoring of international corporate

governance best practice, as promulgated

by the relevant authoritative bodies, and

ensures its Board comprises directors

who are appropriately skilled.

Comprised of a majority of independent

directors.

Current members:

• Keith Smith (Chair)

• Joan Withers

• Vanessa Stoddart

• Sir Stephen Tindall

At least twice a year.

Disclosure CommitteeSupport the Company in meeting its

disclosure obligations as set out in

the NZX Main Board Listing Rules, the

Companies Act and any other applicable

regulations by overseeing the Company’s

compliance with this policy.

Comprised of the Chair, Deputy Chair, Chair of

the Audit Committee, Group Chief Executive

Officer, Chief Financial Officer, Disclosure

Officer, and Founder.

Current members:

• Keith Smith (Chair)

• Joan Withers

• James Ogden

• Sir Stephen Tindall

• CEO, CFO and Company Secretary

Held as required.

Audit and Risk CommitteeAssist the Board to fulfil its risk and audit

responsibilities.

Comprised of at least three independent

directors. The Chair will be Independent and

may not be the Chair of the Company.

Current members:

• James Ogden (Chair)

• Joan Withers

• Keith Smith

• John Journee

• Julia Raue

James Ogden and Keith Smith are fellows of the

New Zealand Institute of Chartered Accountants.

At least three times each

year.

Employees may only

attend by invitation.

Attendance

The table below reports attendance of members at Board and Board Committee meetings during the year ended 30 July 2017.

NUMBER OF MEETINGS

BOARD

AUDIT AND RISK

COMMITTEE

PEOPLE AND

REMUNERATION

COMMITTEE

CORPORATE

GOVERNANCE AND

NOMINATIONS

COMMITTEE

4

DISCLOSURE

COMMITTEE

164411

Tony Balfour

151

1

4

John Journee

1644

1

1

1

James Ogden

1543

1

1

Keith Smith

164311

Vanessa Stoddart

153

1

411

1

Sir Stephen Tindall

15211

Joan Withers

2

143111

Julia Raue

2

143

Ted van Arkel

3

213

1 Non-committee member in attendance.

2 Appointed September 2016.

3 Retired September 2016.

4 Nominations moved from People and Remuneration Committee to the Corporate Governance Committee in February 2017.

Committee charters

All committees operate under formal charters, which define the role, authority and operations of the committee and can be found in the

Corporate Governance section of the Company’s website. All charters are currently being reviewed and updated. Going forward, charters

are reviewed as required and at least every two years.

REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial

reporting and in the timeliness and balance of corporate disclosures.”

The Board is committed to providing full and timely financial and

non-financial information that is accurate, balanced, meaningful and

consistent. As a listed company, keeping the market informed is a

key component to ensure the securities are fairly valued.

Market Disclosure Policy

The Board has approved a Market Disclosure Policy which describes

the processes designed to ensure that the Company meets its

reporting and disclosure objectives and all disclosure obligations

under the NZX Listing Rules.

To assist the Company with its Market Disclosure Policy, the

Board has appointed a Disclosure Committee. The Committee

is responsible for making decisions on what should be disclosed

publicly under the Market Disclosure Policy. The Company Secretary

is the Disclosure Officer of the Company and has responsibility for

ensuring compliance with the continuous disclosure requirements,

and overseeing and co-ordinating disclosure to the market.

Financial reporting

The Audit and Risk Committee oversees the quality and integrity

of external financial reporting including the accuracy, completeness

and timeliness of financial statements. The Committee is committed

to balanced, clear and objective financial reporting.

It reviews half-yearly and annual financial statements and makes

recommendations to the Board concerning accounting policies,

areas of judgement, compliance with accounting standards, stock

exchange and legal requirements, and the results of the external

and internal audit.

Management accountability for the integrity of the Company’s

financial reporting is reinforced by certification from the CEO and

the CFO. The CEO and CFO have provided the Board with written

confirmation that the Company’s financial report presents a true and

fair view, in all material respects, of the Company’s financial position

for the year ended 30 July 2017, and that operational results are in

accordance with relevant accounting standards.

Non-financial reporting

The Company’s Corporate Governance section on our website

includes all key governance documents including the Code of Ethics,

Board and Committee Charters, and relevant Company policies.

Communities and Environment are at the heart of the Company’s

culture. Our philosophy and achievements are outlined on pages 42

to 65. The Company annually reports its financial and non-financial

contribution to the community, as well as audited figures on its

greenhouse gas emissions.

REMUNERATION

“The remuneration of directors and executives should be transparent, fair and reasonable.”

The Company’s remuneration philosophy, policy and details regarding executives’ remuneration (including remuneration components and

performance criteria) are discussed on pages 107 to 108.

The Directors remuneration is paid in the form of director’s fees. On 22 November 2013 the shareholders approved the director fee pool limit

of $900,000 per annum.

The Board approved the following fees for Directors with effect from 1 December 2013. The Chair and Deputy Chairman fees include

Committee attendances.

BOARD/COMMITTEE NAMEPOSITIONFEES (PER ANNUM)

Board of DirectorsChair

$166,000

Deputy Chairman

$115,000

Member

$78,500

Audit and Risk CommitteeChair

$15,000

Member

$7,500

People and Remuneration CommitteeChair

$12,000

Member

$6,000

Corporate Governance and Nominations CommitteeChair


Member


Disclosure CommitteeChair


Member


Fees paid to non-executive directors for FY17 total $881,875, which were paid as follows:

NAME OF DIRECTORBOARD FEES

AUDIT AND RISK

COMMITTEE

PEOPLE AND

REMUNERATION

COMMITTEE

CORPORATE

GOVERNANCE AND

NOMINATIONS

COMMITTEE

DISCLOSURE

COMMITTEE

OTHER

COMMITTEE

SHARES, AND

OTHER PAYMENTS

OR BENEFITS

TOTAL

INDIVIDUAL

REMUNERATION

Joan Withers (Chair)

$128,000 –––––– $128,000

Appointed September 2016 (Chair) (member) (member) (member) (member)

Keith Smith

(Deputy Chairman)

$115,000–––––

$43,000

1

$158,000

(Deputy

Chairman)

(member) (member) (Chair) (Chair)

James Ogden

$78,525 $15,000 ––––

$43,000

1

$136,525

(Chair) (member)

Tony Balfour

$78,525– $6,000–––– $84,525

(member)

Stephen Tindall

$78,525– $6,000–––– $84,525

(member) (member) (member)

Vanessa Stoddart

$78,525– $12,000–––– $90,525

(Chair) (member)

Julia Raue

$65,500 $6,250––––– $71,750

Appointed September 2016 (member)

John Journee

$78,525 $7,500––––– $86,025

(member)

Ted van Arkel

2

$42,000–––––– $42,000

1 Director fees paid in their capacity as Directors of the Group’s Financial Services business.

2 Retired September 2016.

Company Directors do not participate in any executive remuneration scheme or employee share schemes; nor do they receive options, bonus

payments or any incentive-based remuneration.

Corporate GovernanceCorporate Governance

100

101

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

RISK MANAGEMENT
“Directors should have a sound understanding of the material risks

faced by the issuer and how to manage them. The Board should

regularly verify that the issuer has appropriate processes that identify

and manage potential and material risks.”

Risk management framework

Risk is the chance of something happening that will have an impact

on business objectives. Having established an acceptable risk

tolerance, the Company’s approach is to identify, analyse, evaluate

and appropriately manage risk in the business.

The Company recognises three main types of risk:

• Operational risk – risk to earnings and reputation arising from

inadequate or failed internal processes, people and systems or

from external events;

• Business risk – risk to earnings and reputation from business

event risk, legal, compliance or regulatory risk; and

• Market risk – risk to earnings and reputation arising from competitor

activity, product risk and risk associated with changes in financial

markets (such as interest rate, foreign exchange and liquidity risk).

Risk management roles and responsibilities

The Board is responsible for reviewing and approving the Company’s

risk management strategy. The Board delegates day-to-day

management of risk to the Group CEO, who may further delegate

such responsibilities to executive and other officers. Inherent in this

delegation is the belief that responsibility for managing risks in the

business is the domain of the business unit.

Risk monitoring and evaluation

While the Board is ultimately responsible for the risk management

of the Company, the Audit and Risk Committee reviews the reports

of management and the external and internal auditors on the

effectiveness of systems for internal control, financial reporting and

risk management. To assist in discharging this responsibility, the

Board has in place a number of strategies designed to safeguard the

Company’s assets and interests and ensure the integrity of reporting.

These reports include quarterly reviews of store audit results and

quarterly reports on internal audit findings.

Health and safety

The Company’s approach and process on health and safety

initiatives can be found on page 66.

AUDITORS

“The Board should ensure the quality and independence of the

external audit process.”

Approach to audit governance

The independence of the external auditor is of particular importance

to shareholders and the Board. The Audit and Risk Committee

is responsible for overseeing the external audit of the Company.

Accordingly, it monitors developments in the areas of audit and

threats to audit independence, to ensure its policies and practices

are consistent with emerging best practice in these areas.

The Board has adopted a policy on audit independence, the key

elements of which are:

• the external auditor must remain independent of the Company

at all times;

• the external auditor must monitor its independence and

annually report to the Board that it has remained independent;

• the audit firm is permitted to provide certain non-audit services,

set out in the Audit and Risk Committee Charter, that are

not considered to be in conflict with the preservation of the

independence of the auditor; and

• the Audit and Risk Committee must approve significant

permissible non-audit work assignments that are awarded to

an external auditor, and the value of non-audit work must be

reported at every Board meeting.

Engagement of the external auditor

The Company’s external auditor is PricewaterhouseCoopers (PwC).

PwC was appointed by shareholders at the 2004 Annual Meeting, in

accordance with the provisions of the Companies Act 1993 (Act). PwC

is automatically reappointed as auditor under Section 200 of the Act.

Attendance at the Annual Meeting

PwC, as auditor of the 2017 Financial Statements, has been

invited to attend this year’s Annual Meeting and will be available

to answer questions about the conduct of the audit, preparation

and content of the auditor’s report, accounting policies adopted by

The Warehouse Group Limited and the independence of the auditor

in relation to the conduct of the audit.

The Company’s corporate legal advisors, Russell McVeagh, will also

attend the Annual Meeting.

Internal Audit

The Company has an internal audit function which is independent

of the Company’s external auditors. The internal audit function of

the Company is undertaken by EY and the Company’s internal audit

team. The respective internal audit teams report to and are directed

by the Audit and Risk Committee.

Each year, the internal audit programme is approved by the Audit and

Risk Committee. The programme of audit work considers the most

significant areas of business risk in the Company and is developed

following discussions with senior management, review of the business

process model of the Company and consideration of the findings of

the strategic risk assessment. The programme considers risks also in

relation to major projects that are planned or currently underway.

The role of internal audit is to:

• assess the design and operating effectiveness of controls

governing key operations, processes and business risks;

• provide the Board with an assessment, independent of

management, as to the adequacy of the Company’s internal

operating and financial controls, business processes, systems

and practices; and

• assist the Board in meeting its corporate governance and

regulatory responsibilities.

SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders and foster

constructive relationships with shareholders that encourage them to

engage with the issuer.”

The Company is committed to providing a high standard of

communication to its investors. The Company believes effective

communication achieved by equal access to timely, accurate and

complete information allows investors to make informed assessments

of the Company’s value and prospects.

The Company has an investor relations programme which includes

communication through:

• periodic and continuous disclosure to NZX;

• interim and annual reports;

• the Annual Shareholders’ Meeting (ASM);

• the Company’s website, which includes financial and operational

information, and key Corporate Governance information; and

• analyst and investor briefings and roadshows.

Engagement with investors

The Company values its dialogue with strategic stakeholders,

institutional and retail investors and believes effective engagement

benefits both the Company and investors. ASMs, analyst and

investor briefings and roadshows provide an important opportunity

for this dialogue. Shareholders also have the opportunity to direct

questions and comments through investor@twgroup.co.nz.

Website

The Company’s website contains a comprehensive set of investor-

related material and data including NZX disclosures and media

releases, interim and annual reports, share-price and dividend

information, shareholder meeting materials and all of the Company’s

governance charters and policies.

Annual Shareholders Meeting (ASM)

The ASM provides an opportunity for Directors, the CEO, senior

management and the Company’s external auditor to meet

shareholders and answer any questions they may have.

The ASM is held at a convenient time and location as well as being

webcast to maximise participation. The 2017 ASM will be held on

24 November 2017. The Notice of Meeting will be circulated as soon

as possible (at least 28 days before the meeting) and will be posted

on the Company’s website.

In accordance with the Companies Act and Listing Rules, the Company

refers any significant matters to shareholders for approval at the ASM,

and shareholders are given the opportunity to vote by proxy ahead of

the meeting or by polling if attending the meeting in person.

Electronic communication

A key component of the Company’s strategy is cost effectiveness

and minimising the Company’s impact on the environment. Therefore,

in 2016 the Board moved to electronic reporting. We understand

this doesn’t suit everyone, so shareholders can request a hard copy

of the report to be mailed to them, free of charge, by contacting

Computershare, our share registrar. We would also encourage

shareholders to provide their email addresses to Computershare to

enable them to receive all other shareholder materials electronically.

Computershare Investor Services Limited

Telephone: +64 9 488 8777

Email: investor@twgroup.co.nz

Corporate GovernanceStatutory Disclosures

DISCLOSURES OF INTERESTS BY DIRECTORS

General disclosures

The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the

Companies Act 1993:

ANTONY (TONY) BALFOUR

Director, Les Mills international Limited

Director, Methven Limited

Director, Mt Difficulty Wines Limited

Director, Real Journeys Limited and subsidiaries

Director, Silver Fern Farms Co-operative Limited

JOHN JOURNEE

Chairman, Max Fashions Holdings Limited and subsidiary

Director, Southern Hospitality Limited

Director, Vanishing Point Limited

Chairman, Flux Federation Limited

JAMES OGDEN

Chairman, MMC Group Holding Limited and subsidiaries

Director, Alliance Group Limited

Director, Ogden Consulting Limited

Director, Petone Investments Limited (non-trading)

Director, Summerset Group Holdings Limited and subsidiaries

Director, Vista Group International Limited

Member, Finance and Risk Committee of Crown Forestry Rental Trust

Member, Investment Committee of Pencarrow Private Equity Fund

Member, New Zealand Markets Disciplinary Tribunal

KEITH SMITH

Chairman, Anderson & O’Leary Limited

Chairman, Goodman (NZ) Limited

Chairman, Healthcare Holdings Limited and subsidiaries

Chairman, Mobile Surgical Services Limited

Chairman, HJ Asmuss & Co Limited

Director, Electronic Navigation Limited

Director, Community Financial Services Limited

Director, Enterprise Motor Group Limited and subsidiaries

Director, Gwendoline Holdings Limited (non-trading)

Director, James Raymond Holdings Limited (non-trading)

Director, The Ascot Hospital & Clinics Limited

Director, Mercury NZ Limited

Director, Tree Scape Limited

Director, Westland Co-operative Dairy Limited

Member, Advisory Board Tax Traders Limited

Trustee, Cornwall Park Trust Board

JULIA RAUE

Director, Jade Software Corporation Limited

Director, Southern Cross Health Society

Director, Television New Zealand Limited

Director, Z Energy Limited

Director & Shareholder, Rowdy Consulting Limited

Member, Risk & Audit Committee of The Treasury

VANESSA STODDART

Director, Alliance Group Limited

Director, Heartland Bank Limited

Director, The New Zealand Refining Company Limited

Commissioner, Tertiary Education Commission

Member, Audit and Risk Committee of DOC

Member, Financial Markets Authority

Member, King’s College Board

Member, Audit and Risk Committee of MBIE

Chair, Defence Employer Support Council

Chair, New Zealand Global Women Limited

JOAN WITHERS

Chair, Mercury NZ Limited

Director, ANZ Bank New Zealand Limited

Director, On Being Bold Limited

Member, Economic Development Challenge Group of MBIE

Trustee, Sweet Louise Foundation

SIR STEPHEN TINDALL

Founding Director, KEA New Zealand

Director, Branches Station Limited

Director, Byron Corporation Limited

Director, Foundation Services Limited

Director, Elliott Street No 5 Limited

Director, Highland Resorts Limited

Director, K One W One Limited

Director, K One W One (No 2) Limited

Director, K One W One (No 3) Limited

Director, K One W One (No 4) Limited

Director, Lake Pupuke Investments Limited

Director, Norwood Investments Limited

Director, No Holdings Limited

Director, The Gorse Company Limited

Director, Team New Zealand Limited

Director, Team New Zealand AC35 Challenge Limited

Trustee, Team New Zealand Trust

Trustee, The Tindall Foundation

Shareholder*, Icebreaker Holdings Ltd

Shareholder*, Solar City Ltd

Shareholder*, Velocity Made Good Holdings Ltd

Shareholder*, Ask Nicely Ltd

Shareholder*, Auror Ltd

Shareholder*, Career Engagement Group Ltd

Shareholder*, MEA Mobile Ltd

Shareholder*, PicsOS Ltd

Shareholder*, Qotient Group Ltd

Shareholder*, SLI Systems Ltd

Shareholder*, Snakk Media Ltd

Shareholder*, Sportsground Ltd

Shareholder*, TNX Ltd

Shareholder*, 1Above Ltd

Shareholder*, VWork Ltd

* Indirect interest

ROBERT TINDALL (ALTERNATE DIRECTOR)†

Trustee, The Tindall Foundation

Director, Foundation Services Limited

Director, Franklin Smith Limited

Director, K One W One Limited

Director, K One W One (No 2) Limited

Director, K One W One (No 3) Limited

Director, K One W One (No 4) Limited

† Alternate to Sir Stephen Tindall

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the company, the company has provided insurance for, and

indemnities to, directors and employees of the Group and its subsidiaries for losses from actions undertaken in the course of their legitimate

duties. The insurance includes indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity.

102

103

CORPORATE GOVERNANCE

STATUTORY DISCLOSURES

Statutory Disclosures
DIRECTORS’ SECURITY PARTICIPATION

Directors’ shareholdings as at 30 July 2017

At 30 July 2017, the following directors, or entities related to them, held interests in the Company shares:

BENEFICIAL

INTEREST

BENEFICIAL

INTEREST

NON-BENEFICIAL

INTEREST

NON-BENEFICIAL

INTERESTRELATED PARTYRELATED PARTY

2017 20162017201620172016

J Journee172,000172,000

J H Ogden 16,08816,08843,77143,771

K R Smith 13,25013,2508,155,4558,155,45532,80032,800

R J Tindall

1

4,8004,8007,233,2527,233,25284,738,511

Sir Stephen Tindall93,687,09693,687,0967,986,0507,986,0509,6009,600

J Withers (appointed September 2016)8,9142,350,580

1 Alternate director

Major shareholdings in which more than one director has an interest in the same parcel of shares are as follows:

• Sir Stephen Tindall and Robert Tindall both hold an interest in 93,687,096 shares and other smaller parcels by virtue of their family relationship

• Sir Stephen Tindall and K R Smith both hold an interest in 4,530,947 shares as trustees of the Merani Trust and SRT Family Trust.

Share dealings by Directors

During the year, the directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant

interest in shares as follows:

SHARE TRANSACTIONDATE OF TRANSACTION

NUMBER OF

ORDINARY SHARES

ACQUIRED/(DISPOSED)CONSIDERATION

J Withers and K R Smith as trustees of The Warehouse

Management Trustee Company No.2 Limited

October 2016

(789,068)

Settlement of obligations under the

executive share scheme

J Withers and K R Smith as trustees of The Warehouse

Management Trustee Company No.2 Limited

March 2017

900,000

On-market purchase of shares for

executive share scheme at an average

price of $2.38 per share

Statutory Disclosures

SUBSIDIARY COMPANY DIRECTORS

The following people held office as directors of subsidiary companies at 30 July 2017. Those who retired during the year are indicated with an (R).

COMPANYDIRECTORS

1-Day LimitedK Nickels

1-Day LiquorK Nickels

Bond and Bond LimitedB Moors, K Nickels

Boye Developments LimitedK Nickels, M Yeoman

Diners Club (NZ) LimitedG Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

Eldamos Investments LimitedP Judd, K Nickels, P Okhovat

Eldamos Nominees LimitedP Judd

Noel Leeming Finance LimitedB Moors

Noel Leeming Financial Services LimitedB Moors, K Nickels

Noel Leeming Furniture LimitedB Moors, K Nickels

Noel Leeming Group LimitedB Moors, K Nickels

The Book Depot LimitedK Nickels

The Warehouse Card LimitedK Nickels

The Warehouse Group Support Services LimitedP Judd, K Nickels

The Warehouse Investments LimitedK Nickels

The Warehouse LimitedM Conelly (R), P Judd, K Smith, N Grayston, M Yeoman

The Warehouse Nominees LimitedK Nickels, B Moors

Torpedo7 LimitedP Okhovatl

Torpedo7 Fitness LimitedP Okhovat, K Nickels

Torpedo7 Supplements LimitedP Okhovat, K Nickels

TW Money LimitedG Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

TW Financial Services Operations LimitedG Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

TWGA Pty LtdI McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Australia Pty LimitedI McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Products Limited B Moors

TWP No.1 LimitedP Judd, N Tuck

TWP No.3 LimitedP Judd, K Nickels, N Tuck

TWP No.4 LimitedB Moors, K Nickels

TWP No.5 LimitedB Moors, P Okhovat

TWP No. 6 LimitedG Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

Waikato Valley Chocolates LimitedN Craig, P Judd, M Razey, H Vetsch, J Adams

Warehouse Stationery LimitedP Judd, P Okhovat

104

105

STATUTORY DISCLOSURES

STATUTORY DISCLOSURES

Statutory Disclosures
TEAM MEMBERS’ REMUNERATION

Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members,

not being directors or former directors, who received remuneration and other benefits valued at or exceeding $100,000 during the year

under review.

Remuneration includes redundancy payments and termination payments made during the year to Team Members whose remuneration

would not otherwise have been included in the table reported below.

Team Members also received share-based remuneration during the year as part of the Group’s long-term incentive plans (refer note 14 to the

financial statements). The amount attributed to share-based remuneration presented in the table below represents the value to the employee

of the compensation determined using the share price on the date when share options were exercised by the Team Member

and/or the share price on the date when share rights vested.

REMUNERATION

($000)

NUMBER OF TEAM MEMBERSREMUNERATION

($000)

NUMBER OF TEAM MEMBERS

EXCLUDING SHARE-BASED

REMUNERATION

INCLUDING SHARE-BASED

REMUNERATION

EXCLUDING SHARE-BASED

REMUNERATION

INCLUDING SHARE-BASED

REMUNERATION

100 – 110

103 103

410 – 420

1 1

110 – 120

89 88

440 – 450

2 2

120 – 130

63 63

450 – 460

1 –

130 – 140

63 63

470 – 480

1 1

140 – 150

33 34

480 – 490

–1

150 – 160

36 35

500 – 510

1 –

160 – 170

24 23

530 – 540

– 1

170 – 180

14 13

540 – 550

1 1

180 – 190

21 21

560 – 570

1 –

190 – 200

15 16

580 – 590

1 –

200 – 210

8 8

600 – 610

–1

210 – 220

14 13

620 – 630

2–

220 – 230

10 9

630 – 640

–1

230 – 240

5 3

640 – 650

1 –

240 – 250

5 9

650 – 660

– 1

250 – 260

6 7

680 – 690

1 1

260 – 270

8 6

700 – 710

– 2

270 – 280

3 3

720 – 730

– 1

280 – 290

7 5

810 – 820

1 –

290 – 300

7 3

900 – 910

1 –

300 – 310

2 3

910 – 920

– 1

310 – 320

45

970 – 980

1 –

320 – 330

54

1,050 – 1,060

– 1

330 – 340

1 4

1,090 – 1,100

1 –

340 – 350

5 3

1,100 – 1,110

– 1

350 – 360

1 3

1,130 – 1,140

1 –

360 – 370

3 –

1,190 – 1,200

1 1

370 – 380

– 3

1,310 – 1,320

– 1

380 – 390

1 3

1,350 – 1,360

– 1

390 – 400

– 1

1,920 – 1,930

11

400 – 410

– 1

Statutory Disclosures

REMUNERATION REPORT

1. Group CEO remuneration FY17


$000

SALARY

BASE PACKAGEPAY FOR PERFORMANCE

TOTAL

REMUNERATIONTAXABLE BENEFITSSU BTOTALSTILTISU BTOTAL

Nick Grayston1,415251,440333–3331,773

2. 5 year summary of Group CEO remuneration

YEARGROUP CEOTOTAL EARNINGSBASE

TAXABLE

BENEFITSSTI

STI AS % OF

MAXIMUMLTI

FY17Nick Grayston1,7731,4152533331%–

FY16Nick Grayston1,398934*–464*66%–

Mark Powell64673326––(103)

FY15Mark Powell1,5941,26338––293

FY14Mark Powell1,5611,22751––283

FY13Mark Powell1,9951,2002647444%295

* The FY16 base salary and STI payment for Nick Grayston were pro-rated based on his start date of November 2015.

Explanation of the above items

1 The FY17 STI figure for Nick Grayston represents a payment equivalent to 47% of his potential incentive (31.33% of maximum potential)

for delivery of financial and individual goals (see breakdown below).

2 No LTI will be payable for Nick Grayston until October 2019 when the three–year performance cycle is completed.

3 Nick Grayston joined the Group in November 2015 and replaced Mark Powell, who left at the end of January 2016 following

a three–month handover period.

4 Taxable benefits are the cash value of employer contributions to KiwiSaver contributions made before any employer superannuation

contribution tax (ESCT) has been withheld.

5 The LTI for Mark Powell was equity-settled share–based compensation and represents the annual expense recognised in the income

statement for share rights granted to executives on the fair value of the share rights measured at grant date, which is likely to be

different from the market value of the share rights at the date when and if the share rights vest.

3. Breakdown of pay for performance (FY17)

DESCRIPTIONPERFORMANCE MEASURESPERCENTAGE ACHIEVED

STISet at 50% of base salary for On Target

performance. Combination of financial and

non–financial performance measures.

For this to be payable, the Group must achieve

at least 80% of budgeted Adjusted NPAT and

a minimum level of individual performance

must be achieved.

Financial Measures: 70% weighting:

A combination of achieving EBIT targets for Group and

Financial Services, reducing working capital, and reducing

cost of doing business.

15%

Individual Measures: 30% weighting:

Individual goals relate to delivery of strategic imperatives,

delivering operational imperatives, health and safety, leadership

and community.

32%

LT ICash-based scheme. Potential 83% of base

salary for On Target performance for FY17

invitation reflecting 19 months’ eligibility.

Reverts to 50% thereafter.

100% weighting based on the three–year average Group Adjusted

NPAT achieved, calculated as a percentage of the budgeted

Group Adjusted NPAT. 50% of potential paid if >95% of target

achieved, increasing to a maximum of 150% of potential for

achievement of 125% of target.

to be set in

Sept 2019

4. 5 year summary of total shareholder return performance

FY13 60.9%

FY14 –16.9%

FY15 –11.0%

FY16 15.2%

FY17 –18.9%

TOTAL SHAREHOLDER RETURN

-20%

0%

20%

40%

60%

80%

F17F16F15F14F13

106

107

NOTES TO THE FINANCIAL STATEMENTS

STATUTORY DISCLOSURES

Statutory Disclosures
REMUNERATION POLICY AND DISCLOSURES

5. Potential Group CEO remuneration (FY18)

The Board has elected, in the interests of transparency, to disclose in advance the structure and package that will apply for FY18.


$000

SALARY

BASE PACKAGEPAY FOR PERFORMANCE

TOTAL

REMUNERATIONTAXABLE BENEFITSSU BTOTALSTILTISU BTOTAL

Nick Grayston1,415641,479708–*7082,187

* Nick Grayston is not due to receive any entitlements from LTI schemes until 2019. See section 6 for details relating to his scheme participation.

Explanation: Base salary is set at $1.415 million for the financial year. STI is 50% of base salary for On Target performance. The gate for

payment is 95% of budgeted Group EBIT and this would result in an STI of 25% of base salary. A maximum of 75% of base salary is payable

if 125% of budgeted EBIT is achieved and individual goals exceeded. The STI is split 70% based on Group financial results and 30% individual

performance against goals. LTI is 50% of base salary, settled in cash, and is payable at the end of the three-year performance period. The

gate for payment is 95% of budgeted Group Adjusted NPAT and this would result in LTI of 25% of base salary. A maximum of 75% of base

salary is payable if 125% of budgeted Group Adjusted NPAT is achieved.

6. Scheme interests awarded to Group CEO

YEAR INVITED% OF SALARYSETTLEMENTPERFORMANCE PERIODMEASURE

FY1783%*CashAugust 2016 to July 2019Three–year average Group Adjusted NPAT achieved, calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY1850%CashAugust 2017 to July 2018Three–year average Group Adjusted NPAT achieved, calculated

as a percentage of the budgeted Group Adjusted NPAT.

*For the FY17 year, the LTI invitation was at a higher percentage as it has been backdated to his start date, which fell into the previous financial year.

7. Required disclosures per guidelines

DESCRIPTIONPERFORMANCE MEASURES

1. Group CEO Pay as a Multiple36:1 measured on fixed remuneration. Median hourly rate of all Team Members is $18.81 per hour.

2. TSR MethodologyTotal Shareholder Return has been calculated as the movement in the share price during the period plus any

dividends paid.

3. Board DiscretionThe Board of Directors has not exercised any discretion with regards to Group CEO remuneration for FY17.

Any payments made or forecasted are in line with contractual or scheme criteria.

4. OmissionsNo information has been omitted relating to Group CEO remuneration.

5. Any Other ItemsThere are no other items payable to the Group CEO that are not disclosed .

6. BenefitsThere are no benefits attributable to the Group CEO due to any loans made.

7. WithholdingsNo part of the Group CEO remuneration has been withheld for any purpose.

8. EstimatesThe potential package for Nick Grayston for FY18 has been calculated assuming 100% achievement of

financial and individual goals for the STI. The Taxable Benefits relate to KiwiSaver contributions and assumes

100% payment of the STI.

9. Related PartiesNo related parties are involved with the Group CEO remuneration.

10. Payments to Past Group CEOsNo additional payments were made to previous Group CEOs during FY17.

11. Fair Value CalculationsRefer to the Executive Long Term Plan note to the financial statements for details regarding the fair value

calculation of equity-settled remuneration for the previous Group CEO.

LTI

STI

Base

0

1000

2000

3000

4000

MAXIMUMON TARGETFIXED

100%50%40%

25%

25%

30%

30%

Statutory Disclosures

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 22 SEPTEMBER 2017

NUMBER OF

ORDINARY SHARES

PERCENTAGE OF

ORDINARY SHARES

Sir Stephen Tindall

93,687,09627.0 1 %

The Tindall Foundation

73,920,49621.31%

James Pascoe Limited

64,537,89018.60%

Cash Wholesalers Limited

10,373,3632.99%

Foodstuffs Auckland Nominees Limited

10,373,3632.99%

Wardell Brothers & Coy Limited

10,373,3632.99%

Citibank Nominees (New Zealand) Limited – NZCSD A/C

5,413,2861.56%

Sir Stephen Tindall, KR Smith & JR Avery (as Trustees)

3,778,1491.08%

RG Tindall, GM Tindall, Sir Stephen Tindall & SA Kerr (as Trustees)

3,455,1030.99%

HSBC Nominees (New Zealand) Limited – NZCSD

1,982,8780.57%

Accident Compensation Corporation – NZCSD

1,672,0130.48%

The Warehouse Management Trustee Company No.2 Limited

1,334,7050.38%

JB Were (NZ) Nominees Limited

1,118,3080.32%

FNZ Custodians Limited

853,9100.24%

Sir Stephen Tindall, KR Smith & JR Avery (as Trustees)

752,7980.21%

Custodial Services Limited – A/C 2

710,9020.20%

The Warehouse Management Trustee Company Limited

667,1740.19%

James Raymond Holdings Limited

600,0000.17%

Custodial Services Limited – A/C 3

552,7990.15%

JP Morgan Chase Bank NA NZ Branch – NZCSD

498,8870.14%

286,656,483 82.57%

New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of securities to members. As at 22 September 2017,

total holdings in NZCSD were 10,402,257 or 3% of shares on issue.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 30 July 2017, the substantial product holders in the

Company and their relevant interests are noted below:

RELEVANT INTERESTDATE OF NOTICE

James Pascoe Limited

64,537,89030 November 2016

Wardell Bros & Coy Limited, Cash Wholesalers Limited and Foodstuffs (Auckland) Nominees Limited

31,120,08923 March 2007

Sir Stephen Tindall

84,141,52419 March 2004

The Tindall Foundation

66,323,22019 March 2004

108

NOTES TO THE FINANCIAL STATEMENTS

109

STATUTORY DISCLOSURES

Statutory Disclosures
DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 22 SEPTEMBER 2017

SIZE OF SHAREHOLDING

NUMBER OF

SHAREHOLDERSPERCENTAGE

NUMBER OF

SHARESPERCENTAGE

1 – 1,000

3,980 35.42% 1,878,575 0.54%

1,001 – 5,000

4,679 41.64% 10,334,483 2.98%

5,001 – 10,000

1,233 10.97% 8,087,572 2.33%

10,001 – 100,000

1,256 11.18% 27,445,289 7.91%

100,000 and over

89 0.79% 299,097,201 86.24%

11,237 100.00% 346,843,120 100.00%

GEOGRAPHIC DISTRIBUTION


Auckland and Northland

4,423 39.36% 295,784,943 85.28%

Waikato and Central North Island

2,350 20.91% 12,479,129 3.60%

Lower North Island and Wellington

1,506 13.40% 10,400,850 3.00%

Canterbury, Marlborough and Westland

1,338 11.91% 17,055,711 4.92%

Otago and Southland

681 6.06% 3,211,645 0.92%

Australia

792 7.05% 6,836,479 1.97%

Other Overseas

147 1.31% 1,074,363 0.31%

11,237 100.00% 346,843,120 100.00%

DISTRIBUTION OF BONDHOLDERS AND HOLDINGS AS AT 22 SEPTEMBER 2017

SIZE OF BONDHOLDING

NUMBER OF

BONDHOLDERSPERCENTAGE

NUMBER OF

BONDSPERCENTAGE

5,000 – 9,999

632 31.13% 3,972,000 3.18%

10,000 – 49,999

1,169 57.59% 21,449,000 17.16%

50,000 – 99,999

122 6.01% 7,580,000 6.06%

100,000 – 499,999

90 4.43% 13,355,000 10.68%

500,000 – 999,999

3 0.15% 1,571,000 1.26%

1,000,000 and over

14 0.69% 77,073,000 61.66%

2,030 100.00% 125,000,000 100.00%

GEOGRAPHIC DISTRIBUTION


Auckland and Northland

811 39.95% 31,051,000 24.84%

Waikato and Central North Island

379 18.67% 45,133,000 36.11%

Lower North Island and Wellington

385 18.96% 22,541,000 18.03%

Canterbury, Marlborough and Westland

254 12.51% 3,473,000 2.78%

Otago and Southland

193 9.51% 21,945,000 17.55%

Australia

2 0.10% 635,000 0.51%

Other Overseas

6 0.30% 222,000 0.18%

2,030 100.00% 125,000,000 100.00%

Other Statutory Information

STOCK EXCHANGE LISTING

The ordinary shares of The Warehouse Group Limited are listed on

the New Zealand Stock Exchange (NZX).

ORDINARY SHARES

The total number of voting securities of the company on issue

on 22 September 2017 was 346,843,120 fully paid ordinary shares.

Holders of each class of equity security as at 22 September 2017

CLASS OF EQUITY SECURITYNUMBER OF HOLDERS

NUMBER OF SHARES

OR RIGHTS

Ordinary Shares11,237346,843,120

Share Rights

– Executive share scheme

531,795,000

RIGHTS ATTACHING TO SHARES

Clauses 20-22 of the company’s constitution set out the voting

rights of shareholders. Ordinary shares in the company each carry

a right to vote on a poll at any general meeting of shareholders on

any resolution. Holders of ordinary shares may vote at a meeting

in person, or by proxy, representative or attorney. Voting may

be conducted by voice, a show of hands or a poll. Each of the

company’s ordinary shares entitles the holder to one vote.

ON-MARKET SHARE BUY-BACKS

The company is not, at the date of this annual report, undertaking

any on-market share buy-backs.

ESCROW

Apart from the shares held under the Staff Purchase Plan, the

company has no securities subject to an escrow agreement.

DIVIDENDS ON ORDINARY SHARES

The Warehouse Group Limited has paid dividends on its ordinary

shares every year without interruption since listing on the NZX in

1994. The Group’s current dividend policy was approved by the

Board in September 2015, commencing from the 2016 financial year.

The Group’s dividend policy is to distribute between 75% and 85% of

Retail Group’s adjusted net profit to shareholders.

On 21 September 2017 the Directors declared a fully imputed final

dividend of 6.0 cents per share bringing the total dividend for the

year to 16.0 cents per share. The dividends will be fully imputed

at a rate of 28.0% and will be paid on 7 December 2017 to all

shareholders on the share register at the close of business on

24 November 2017.

The dividends declared for each of the last five financial years were

as follows:

Cents per share

DIVIDENDS 20172016201520142013

Interim 10.011.011.013.015.5

Final6.05.05.06.05.5

Total16.016.016.019.021.0

AUDITOR

PricewaterhouseCoopers have continued to act as auditors of the

company, and have undertaken the audit of the financial statements

for the 30 July 2017 year.

DISCIPLINARY ACTION

The NZX has taken no disciplinary action against the company

during the period under review.

DONATIONS

In accordance with section 211(1)(h) of the Companies Act 1993, the

company records that it donated $634,000 (2016: $747,000) to

various charities during the year. In line with Board policy, no political

contributions were made in FY17.

NZX WAIVERS

Details of all waivers granted and published by NZX within

or relied upon by The Warehouse Group Limited in the 12 months

immediately preceding the date two months before the date of

publication of this annual report are available on the company’s

website www.thewarehousegroup.co.nz.

MATERIAL DIFFERENCES

There are no material differences between NZX Appendix 1 issued by

the company on 22 September 2017 for the year ended 30 July 2017

and this annual report.

111

110

STATUTORY DISCLOSURES

STATUTORY DISCLOSURES

Board of Directors
Joan Withers (Chair)

Keith Smith (Deputy Chairman)

Sir Stephen Tindall

Tony Balfour

John Journee

James Ogden

Julia Raue

Vanessa Stoddart

Group Chief Executive Officer

Nick Grayston

Group Chief Financial Officer

Mark Yeoman

Company Secretary

Kerry Nickels

Place of Business

26 The Warehouse Way

Northcote, Auckland 0627

PO Box 33470, Takapuna

Auckland 0740, New Zealand

Telephone: +64 9 489 7000

Facsimile: +64 9 489 7444

Registered Office

C/– BDO

Level 4, 4 Graham Street

PO Box 2219

Auckland 1140, New Zealand

Auditor

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142, New Zealand

Shareholder Enquiries

Shareholders with enquiries regarding share transactions, changes

of address or dividend payments should contact the Share Registrar.

You can also manage your shareholding electronically by using

Computershare’s secure website, www.computershare.co.nz/

investorcentre, whereby you can view your share balance, change

your address, view payment and tax information, update your

payment instructions and update your report options.

Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz

Website: www.computershare.co.nz/investorcentre

Direct Crediting of Dividends

To minimise the risk of fraud and misplacement of dividend

cheques, shareholders are strongly recommended to have

all payments made by way of direct credit to their nominated

bank account in New Zealand or Australia.

Investor Relations

For investor relations enquiries, email investor@twgroup.co.nz

Stock Exchange Listing

NZSX trading code: WHS

Company Number

New Zealand Incorporation: AK/611207

Website

www.thewarehousegroup.co.nz

The company is a member of the Sustainable

Business Council (SBC).

The SBC is a coalition of leading businesses

united by a shared commitment to sustainable

development via the three pillars of: economic

growth, ecological balance and social progress.

Its mission is to provide business leadership as

a catalyst for change toward sustainable

development and to promote eco-efficiency,

innovation and responsible entrepreneurship.

CEMARS®. A world-leading greenhouse gas

(GHG) certification programme and the first to be

accredited under ISO 14065. It ensures consistency

of emissions measurement and reduction claims.

CEMARS certification was developed at one of

New Zealand’s leading Crown Research Institutes,

Landcare Research. It recognises and rewards

the actions of businesses that measure their GHG

emissions and puts in place strategies to reduce

those emissions.

The Warehouse is a constituent company in the

FTSE4Good Index Series.

The FTSE4Good Index Series has been designed

to objectively measure the performance of

companies that meet globally recognised

corporate responsibility standards.

This document is printed on an environmentally responsible paper produced using elemental chlorine free (ECF) pulp sourced from well managed and

legally harvested forests, and manufactured under the strict ISO14001 environmental management system.

DIRECTORY

112

---

Mailing Instructions
1. If mailing from within New Zealand, use this notice as a reply paid envelope by following the directions below:

i. Fold along lines indicated

ii. Seal with tape


2. If mailing from outside New Zealand, place the notice in an envelope and affix the necessary postage

from the country of mailing.

Address to:

Share Registrar

The Warehouse Group Limited

C/- Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

New Zealand

SHARE REGISTRAR

The Warehouse Group Limited

C/- Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

FreePost Authority Number 2888

NO POSTAGE REQUIRED IF

POSTED IN NEW ZEALAND

THE WAREHOUSE GROUP LIMITED

FOLDFOLD

FOLDFOLD

Dear Securityholder,
We have pleasure in informing you that our 2017 Annual Report is now available

online at www.thewarehousegroup.co.nz.

Our Annual and Half-year reports are no longer automatically mailed and will instead

be uploaded to, and make publicly available on www.thewarehousegroup.co.nz.

We encourage you to access the documents online as this reduces costs

and benefits the environment.

You still have the right to continue to receive hard copies of the reports

Even though the Annual Report is available on our website you can still request

that a hard copy be mailed to you free of charge. To receive a posted copy of the

2017 Annual Report, please tick the box below, fold this notice where indicated,

and return it by mail or fax to Computershare Investor Services Limited on

+64 9 488 8787 within 15 working days of receiving this notice.

We will then mail the Annual Report, and any future reports, to you as hard copies

until you tell us in writing not to. If you wish to change your election in the future

you will need to send written notice of this change to Computershare Investor

Services Limited at Private Bag 92119, Auckland 1142, or update your communication

preference online as mentioned below.

If you do not require printed copies of the Annual or Half-year Reports to be mailed

to you, then no action on your part is required.

Please note that The Warehouse Group Limited does not prepare a concise

Annual Report.

If you would like to register to receive all future shareholder communications from us

by email, or to update your report options please visit www.investorcentre.com/nz

and log in. Select ‘My profile’ and click on the ‘update’ button on the communication

preferences tile. You will need your CSN or Holder Number and FIN to access

Investor Centre and register your account. You will have ongoing access to this

service with your own User ID and password.

Notice pursuant to Section 209 of the Companies Act 1993

and the NZX Main Board Listing Rules

Please tick:

ONLY COMPLETE THIS

SECTION IF YOU WISH


TO RECEIVE A PRINTED

COPY OF THE REPORTS

— Securityholder


Reporting.

I/We request to receive a printed copy of

The Warehouse Group Limited’s Annual Report

and Half-year Report (when available) each year.

Joan Withers

Chair

18 October 2017

REPORT REQUEST

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.