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Spark New Zealand FY18 Results Announcement

Full Year Results21 August 2018SPKCommunication Services

Spark New Zealand Limited ARBN 050 611 277
Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


JUSTINE GUNN

Acting Company Secretary


Client Market Services

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington 6011


ASX Market Announcements

Australian Securities Exchange

4th Floor, 20 Bridge Street

Sydney NSW 2000

Australia


22 August 2018


SPARK NEW ZEALAND LIMITED FY18 RESULTS AND ANNUAL REPORT


Dear Sir/Madam


In accordance with the NZSX Listing Rules, I enclose the following for release to the

market in relation to Spark New Zealand Limited’s FY18 results:


1. Appendix 1

2. Annual Report

3. Appendix 7 (x2)

4. ESG Report

5. Media Release

6. FY18 Results Summary (containing FY19 earnings and dividend guidance)

7. Detailed financial information


Spark New Zealand’s Managing Director, Simon Moutter, and Chief Financial Officer,

David Chalmers, will discuss the FY18 Results at 10:00am New Zealand time today.


Spark New Zealand’s 2018 Annual Report is now available at: investors.sparknz.co.nz.


ASX Appendix 3A.1 will follow this release.



Yours sincerely




Justine Gunn

Acting Company Secretary

1
Spark New Zealand Limited

Results for announcement to the market


Basis of Report: Audited financial statements

Reporting Period: 12 months to 30 June 2018

Previous Reporting Period: 12 months to 30 June 2017


12 months

ended

30 June 2018

(NZ$ million)

Percentage

change

Operating revenues and other gains


3,649 Up 1.0%

Reported earnings before interest, income tax,

depreciation and amortisation


989 Down 2.7%

Adjusted earnings before interest, income tax,

depreciation and amortisation

1



1,038 Up 2.2%

Reported net earnings for the period attributable to

security holders


385 Down 7.9%

Adjusted net earnings for the period attributable to

security holders

1



420 Up 0.5%


1

Adjusted for the impact of $49 million (and $35 million net of tax) costs of change associated with the

Quantum programme (Spark’s shift to being the industry’s lowest cost operator through radically simplified and

digitised processes, products and services).


Dividends

Amount per security

(NZ$)

Imputed amount per

security

Interim dividend

Interim first half-year ordinary dividend 11.0cps 3.2083cps

1


Interim first half-year special dividend 1.5cps 0.4375cps

2


Final dividend

Final second half-year ordinary dividend 11.0cps 3.2083cps

1


Final second half-year special dividend 1.5cps 0.4375cps

2


Total dividend 25.0cps 7.2916cps


Record date 21 September 2018

Payment date 5 October 2018

1

A supplementary dividend of 1.4559 cents per security will be payable to shareholders who are not resident

in New Zealand.

2

A supplementary dividend of 0.1985 cents per security will be payable to shareholders who are not resident

in New Zealand.

ANNUAL REPORT 2018
Helping

New Zealand

win big.

HELPING NEW ZEALAND WIN BIG
What does Agile mean for Spark?8

Performance snapshot 201810

Chair and Managing Director report12

Board of Directors16

Leadership Squad18

ENVIRONMENT, SOCIAL &

GOVERNANCE REPORTING

20

Long-term growth22

People and remuneration24

Community26

Environment28

Governance30

Risk32

PERFORMANCE

34

Spark results overview34

Spark Home, Mobile & Business42

Spark Digital 43

Spark Connect & Platforms44

Spark Ventures & Wholesale45

FINANCIAL STATEMENTS 46

Financial statements47

Notes to the financial statements51

Independent auditor’s report84

OTHER INFORMATION

89

Corporate governance and disclosures89

Glossary98

Contact details99

This report is dated 22 August 2018 and

is signed on behalf of the Board of Spark

New Zealand Limited by Justine Smyth, Chair

and Simon Moutter, Managing Director.

Justine Smyth

Chair

Simon Moutter

Managing Director

Annual Meeting

2 November 2018

FY19 half-year results announcement

20 February 2019

FY19 financial year-end

30 June 2019

FY19 year-end results announcement

21 August 2019

Contents

Key Dates

Page 1
The pace of digital change is unrelenting.

New Zealanders expect more every day. More

coverage. The latest products. Greater speed.

Better bargains. The latest content. New ways of

doing business. We’re with you. We want to help all

of New Zealand win big in a digital world. Is that

ambitious? Absolutely. Too ambitious? Never. It’s

bold and strong and requires commitment and

purpose. And to deliver on it, at Spark we know we

need to keep changing. We’re good with that.

We're

with you.

Page 2Spark New Zealand Annual Report 2018Helping New Zealand win big
Customer experience is the new source of competitive

advantage. To succeed, we are concentrating our time

and energy on the things that matter for customers.

That means the experience you have when you join

Spark, when you use our products, when you want to

change your plan or need help. We are making sure

when we get feedback from customers, we use this

to help shape the products of the future.

We understand customer journeys deeply and are

working out where there are sources of frustration

so we can make the experience truly market-leading.

This means being nimble enough to improve things

iteratively or change tack quickly and seamlessly.

Customers

leading

the way.

Page 3

Page 4Spark New Zealand Annual Report 2018Helping New Zealand win big
A different

pace.

We talk a lot about the new pace of normal

– by which we mean Spark changing faster on

the inside than the world is changing around us.

We are looking for ways to keep up with new

products and services, because our customers

rightly don’t want to wait.

We’re in an environment where people expect

stuff to happen immediately – or as close to it as

possible. Introducing new products and improving

existing ones has to be done in much shorter time

frames. Spark is now doing in days what used to

happen in weeks or months.

Page 5

Page 6Spark New Zealand Annual Report 2018
In today’s workforce, people don’t just want a job.

They want to be part of an organisation with a clear

purpose and to know the contribution they can make.

They don’t want to just do what they’re told.

Instead success will depend on our people being

truly, deeply engaged with our purpose and having

a clear sense of how the work they do is making

a difference for customers.

A shared

sense of

purpose.

Helping New Zealand win big

Page 7

Page 8Spark New Zealand Annual Report 2018What does Agile mean for Spark?
Spark is the first large company in

New Zealand to go all in with Agile.

Agile is a business organisational model that has

been used for a number of years by some of the

world’s largest digital services businesses.

It replaces traditional hierarchical control with

small, cross-functional and self-managing teams

– all working to a central organisational purpose.

It also involves working on smaller, faster,

incremental improvements to products and

services, and looking at a customer’s journey

with our business from beginning to end.

Agile is putting Spark’s focus squarely on our

customers, providing feedback loops and

disciplined frameworks to give deep and clear

insights on what customers need and expect.

Multifunctional teams and flat structure mean

no need to ‘hand over’ work to another part

of the business or seek approvals from above.

Teams can simply deliver for customers, fast.

By focusing our work on Spark’s overall purpose

and our contribution to customers, Agile

ensures all of our people are engaged and feel

empowered to make a difference.

FromTo

What does Agile

mean for Spark?

Top-down

hierarchy

Work to

instruction

Silos

Bureaucracy

Quick changes,

flexible resources

Leadership shows direction

and enables action

‘Boxes and lines’

less important,

focus on action

Multiskilled teams accountable

for customer experience of

product/service from beginning

to end of their journey

Page 9
Spark’s Agile building blocks

Channel and delivery units

Our customer service and sales teams. These parts of the

business are already operating as autonomous teams, so

their structure remains largely the same – with an

increased focus on self-management and empowerment.

Tribes

Our network teams, IT platforms teams, marketing teams

and product development teams are now reorganised into

Tribes, Squads and Chapters (see definitions on right). All

people in these areas work in multifunctional teams, which

manage new products or services – or improvements to

products or services – from beginning to end, and are fully

accountable for delivering them (previously these sorts of

projects were handed from team to team as they

progressed).

Centres of Excellence

Parts of our business with specialist skills, such as finance,

human resources, procurement, communications, brand

marketing and legal. Individuals in these teams will be

deployed to support tribes and squads as they are

needed.

Subsidiaries

Our subsidiaries solve market or capability gaps – where

there are benefits from retaining a level of independence.

They will remain separate to the main Spark business.

Tribes

A group of several squads that are all working in the

same business area, focused on either a product (e.g.

broadband), a customer segment (e.g. consumer), or

an area of technical expertise where it’s not practical

to embed that expertise in other tribes (e.g. billing).

Squad

An autonomous, multidisciplinary team (up to nine

people) able to define work and make business

decisions. Has ‘end to end’ responsibility for a certain

purpose related to the product.

Chapter

A group of people from different squads who perform

similar roles and regularly meet to share expertise and

solve problems (e.g. consumer marketing).

Agile terms defined...

Operating revenues and other gains $
3,649M


1.0%

Net earnings $

385M


7.9%

Adjusted net earnings

1,2

$

420M


0.5%

Dividends per share

25 cents No change

Cloud, security and service

management revenue $

373M


15.1%

Mobile connections

2.458M


2.8 %

Mobile revenue $

1,280M


6.9 %

Broadband revenue $

685M


0.6%

Capital expenditure

1

$

413M


0.5%

EBITDA

1

$

989M


2.7%

Adjusted EBITDA

1,2

$

1,038M


2.2%

Spark financial performance 2018

* All changes are comparative to FY17 or 30 June 2017.

1

Earnings before interest, income tax, depreciation and amortisation (EBITDA), adjusted EBITDA, adjusted net earnings and capital expenditure are all

non-Generally Accepted Accounting Practice (GAAP) measures and are not comparable to the New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) measures. These measures are defined and reconciled on page 40.

2

Adjusted for the impact of $49 million (and $35 million net of tax) costs of change associated with the Quantum programme (Spark’s shift to being the

industry’s lowest cost operator through radically simplified and digitised processes, products and services).

Performance snapshot 2018Page 10Spark New Zealand Annual Report 2018

Operational highlights
Continued growth in mobile

connections, revenues and margins

Continued growth in cloud, security

and service management revenues

Transitioned to Agile operating model

at scale

Successful results from New Zealand’s

first live 5G mobile test site and 5G

indoor trial

More than half of Spark home

broadband customers moved on to

new technologies (fibre or wireless

broadband)

Ramped up decommissioning of public

switched telephone network (PSTN);

equipment now removed from 70

exchanges

Launched nationwide low-power

Internet of Things (IoT) network; trials

on mobile-network based IoT network

under way

Launched new Lightbox platform with

movies and a separate kids section

Entered into sports content market,

securing rights to Rugby World Cup

2019, Premier League football and

other premium content.

Customer experience highlights

Cutting edge data and automation

deployments, and improvements to

customer websites and apps, reduced

customer service calls by 24%

Improved customer satisfaction with

increase in net promoter score (NPS)

across both Spark and Skinny brands

Improved Spark App now has 840,000

unique users, a 15% increase on FY17

Automated varied and sometimes

complex business tasks by deploying

more than 40 ‘bots’

Launched four customer-facing virtual

assistants or ‘chatbots’, which are

resolving simple customer questions

Halved the average time to process

customised deals for large business

customers

Completed migration of 178,000

consumer and small business

customers to new, simplified plans

with self-service functionality.

Page 11

Page 12Spark New Zealand Annual Report 2018Chair and Managing Director report
Tēnā koutou,

We’ve talked a lot over the past few

years about transformation. Spark is

already a very different company from

five years ago. We know our future will

be profoundly different to our past –

and it's coming at us fast.

We know that our future customers who

will shape our business in the years ahead

have grown up in a world where the

internet is ubiquitous: where they can

instantly play any song they like; download

any book or video; play online games with

people spread all over the planet. They

don’t see why they should wait for the stuff

that’s coming out overseas and they

expect companies to have the best digital

tools and channels and be easy to deal

with. These customers demand more and

more of us – and we need to deliver,

because if we don’t, we can be certain a

competitor will.

In the volatile, uncertain, complex and

ambiguous world we now operate in, we

have been focused on leveraging Spark’s

competitive advantage – the thing that

gives us confidence we can live up to our

purpose: to help all of New Zealand win

big in a digital world.

When it comes down to it, our competitive

advantage revolves around our

relationship with around three million

New Zealanders who engage with Spark’s

products and services up to hundreds of

times every day. This gives us the scale

required to build the best digital services

and technology platforms. It gives us the

rich data to develop a deeper

understanding of New Zealanders and

their needs. And as a result, it gives us a

powerful opportunity to provide the best

customer experience in market and carve

out a locally-relevant position that none

of our competitors – local or global – can

match.

We’ve already come a long way, with

better and more competitive products in

market; vibrant new brands and a far

better customer experience through our

digital channels. But we never rest on our

laurels. To truly become leaders in

customer experience Spark needs to

continue to reinvent how we do things.

And that’s why we announced during the

financial year that we are undertaking a

company-wide transition to an Agile way

of working.

Agile focuses our business – everything we

do and produce – around the customer.

It paves the way for their needs,

perceptions and feedback to have greater

influence on the way we conceive

customer journeys, products and services

than ever before. It allows us to respond to

market opportunities more quickly as we

Justine Smyth Chair

Simon Moutter

Managing Director

Helping all of

New Zealand

win big in a

digital world.

Page 13
look to adopt a minimum viable product

(MVP) approach – that is, launching

products and services quickly and early

and then iterating and improving them

as we go.

Agile allows us to deliver the purpose-

centred workplace that we know talented

people – both young and more mature

– are increasingly demanding. Because

under Agile our people work in small,

multifunctional squads focused on

delivering a specific customer outcome,

they can clearly see their contribution to

the customer experience and the business

strategy. By bringing different disciplines

together in one team and focusing on the

end outcome for customers, Agile also

encourages deep engagement, better

productivity and collaborative, positive

behaviours – because the model simply

doesn’t work any other way.

To bring our people on the journey, over

the past ten months we have rolled out an

intense programme of communication

about the transition to Agile and what it

means for them. The response we’ve had

is hugely positive and there is a palpable

sense of optimism and energy in the

business.

We’ve also worked hard to address the

things that might detract from this sense

of engagement. In September 2017 we

publicly admitted that – despite an

enormous amount of work putting in

place systems, processes and initiatives –

we had fallen short of creating the truly

diverse and inclusive workplace we aspire

to at Spark. Independent reviewers

identified that many of our people,

particularly women, felt our approach had

been too clinical and focused on ‘ticking

boxes’. It reminded us that diversity and

inclusion is not just about systems or

processes. It is also about how people feel

– and requires us to lead with our ‘hearts’

as well as our ‘heads’.

Over the past few months we’ve enabled

our people to bring forward fresh thinking

and initiatives that underpin our renewed

commitment to diversity and inclusion.

These include practical steps, like our new

Flexible Working and improved Paid

Parental Leave policies. But we’ve also

looked deeply at how we can address the

‘heart’ of our organisation and change

culture and behaviours. Starting in April

we invited all staff to sign our Blue Heart

Pledge – a personal commitment to

diversity and inclusion – and a

commitment to constructively call out

behaviour that doesn’t live up to our

standards. So far more than 2,700 of our

people have signed the pledge, including

our Board and the Spark Leadership

Squad, and we expect that number to

grow in the coming months.

By creating a collaborative and respectful

environment, a diverse workplace where

all voices are heard, we are far more likely

to solve the complex and difficult

problems the future will inevitably bring.

Financial performance on plan

When we made the call to transform

our company to an Agile way of working,

we could see that as well as setting our

people up to deliver a better experience

for our customers, the Agile approach

would also allow us to operate more

efficiently.

Since the latter stages of FY17, we’ve

undertaken a programme of business

improvement and cost reduction through

simplification, digitisation and automation,

which we’ve called ‘Quantum’. In the lead

up to our Agile transformation, we decided

to accelerate this programme – incurring

costs and realising benefits earlier.

This decision was based on our increasing

confidence that we could improve

customer experience and operate under a

lower cost structure in an Agile model.

The acceleration meant additional

implementation costs of $24 million were

brought forward into FY18 earnings which,

added to the $25 million costs of change

we had already planned for, brought total

costs of change for FY18 to $49 million.

As a result of this, overall, reported EBITDA

for FY18 of $989 million declined by

$27 million, or 2.7%, compared with FY17.

Excluding change costs, adjusted EBITDA

for FY18 was $1,038 million, an increase

of $22 million or 2.2%.

We continue to achieve modest growth

in operating revenues and other gains

up $35 million, or 1.0%, to $3,649 million.

This is on the back of continued strong

performance in mobile, up 6.9%; cloud,

security and service management, up

15.1%; and growth associated with the

acquisitions of Ubiquity and Digital Island.

As in prior years, these strong growth lines

were offset by the decline in traditional

voice and data revenues, which this year

were down another 11.6%.

Spark also saw Southern Cross dividends

decline by $11 million to $50 million

during FY18. We expect dividends

received from Southern Cross to decline

significantly during FY19 to between

$10 million and $20 million, as the level

of pre-purchased capacity from large

customers decreases.

Depreciation and amortisation costs were

relatively stable, with an increase of

$4 million, or 0.9%, and net interest

expenses increased by $4 million, or

15.4%, associated with higher net debt

levels. Tax expenses were relatively flat

year on year and capital expenditure of

$413 million was in line with expectation.

Overall, reported net earnings declined

$33 million, or 7.9%, to $385 million, due

to the Quantum programme change costs.

On an adjusted basis, net earnings were

$420 million – relatively flat year on year.

Agile focuses our business

– everything we do and

produce – around the

customer. It paves the way

for their needs, perceptions

and feedback to have

greater influence on the

way we conceive customer

journeys, products and

services than ever before.

Page 14Spark New Zealand Annual Report 2018
Strategic focus drives

continued growth

In June last year we set out a three-year

vision of where the market was going and

how Spark would succeed in this operating

environment. This included setting out

three specific focus areas: an increased

emphasis on wireless; leveraging

multibrands; and being the lowest cost

operator through simplification,

digitisation and automation.

Amid the change programme of the past

12 months, Spark has remained focused

on delivering against these focus areas

and we have seen very good progress over

the year.

EMPHASIS ON WIRELESS

We have once again seen growth in our

mobile connections, revenues and margins

across the business. Our unlimited mobile

plan, launched in September 2017, has

been very successful – showing customers

value the comfort of price certainty on

their mobile usage as much, if not more,

than the actual ability to consume

unlimited mobile data. Success with this

new plan has driven improved mobile

margins by increasing the proportion of

Spark mobile customers on plans costing

$79 and above.

We continued to grow our wireless

broadband product, albeit a little behind

the targets we set and we’re now seeing

the full-year benefits of wireless

broadband adoption in our customer

base, which has driven a 6.7% increase in

broadband gross margin over the year.

Our focus is now shifting to the retention

of existing wireless broadband

connections and migration of copper voice

connections to wireless voice alternatives.

We are also continuing to enhance the

offer by launching a 240GB plan in

selected areas.

Success in wireless-based products and

services is underpinned by our investment

in the mobile network. We have now rolled

out 4.5G to 31 locations across the country,

bringing customers faster speeds and

giving the network more capacity. Our

planning is well advanced for 5G, which

we expect to implement across our

network from the early 2020s – depending

on factors like spectrum availability. We

conducted New Zealand’s first live 5G

outdoor mobile test in Wellington in

March, achieving speeds of up to 9

Gigabits per second (Gpbs). An indoor trial

in Auckland the following month achieved

speeds of 18 Gbps – one of the fastest

speeds achieved anywhere in the world to

date and close to the theoretical maximum

of 20 Gbps. The trial allows us to test, in a

real-world environment, the speeds,

coverage and parameters of the spectrum

we’ll be using for 5G.

In behind the wireless access network is

the new Converged Communications

Network (CCN), which will replace the

ageing Public Switched Telephone

Network (PSTN). This massive, once-in-a-

generation technology upgrade will

provide the foundation for Spark’s voice

services into the future and will bring

together all voice communications – be

it landline, mobile, video or data-based.

It will enable richer, better customer

experiences with voice, video, and

collaboration features over whatever Spark

service is available at the moment

customers want to use it. The upgrade is

being progressively phased in over five

years (from April 2017) and we are now

10% of the way through shutting down the

old PSTN.

Spark’s investment in the Internet of Things

(IoT) has significantly progressed. We have

advanced the roll out of two low-power

networks. The first of these now covers

more than 65% of the population and a

second cellular IoT network has launched

in one region – with a nationwide roll out

under way and a number of customer

contracts signed. Our IoT capability is

already enabling a range of use cases,

such as metering, smart lighting and

environmental monitoring, connected

vehicles and trackers on industrial vehicles

to monitor location of packages and

condition of vehicles. We are also seeing

a number of interesting use cases for IoT

sensors in agribusiness to better manage

farms, orchards and other agricultural use

cases such as beehives.

Chair and Managing Director report

MULTIBRAND

Over the year we saw solid improvements

in customer experience and brand

reputation rankings. This included

improvements in Net Promoter Score (NPS)

for both the Skinny and the Spark brands,

and Spark was the only telecommunications

brand to make it into the top 20 in two

independent annual corporate reputation

surveys (Reptrak and RepZ).

Our multibrand strategy continues to help

us win customers across different market

segments. We further differentiated the

premium Spark brand as a mass market

digital services provider, leveraging our

partnerships strategy to offer attractively-

priced Sky Fanpass subscriptions to Spark

unlimited home broadband customers.

Fanpass now sits alongside our existing

Netflix, Spotify and Lightbox offers for

Spark customers.

Our no frills, low-cost Skinny brand

repositioned itself in the market with a

new, more mature but still light-hearted

brand campaign, reflecting Skinny’s dual

commitment to low prices and customer

satisfaction. It also launched a rewards

programme for customers, rolled out plan

updates to become more competitive and

saw good growth from its data binge

product.

We saw great progress across our suite of

specialty brands: Revera and CCL in the

cloud services space; Lightbox in home

entertainment; specialist business telco

provider Digital Island; supply chain

solution company Telegistics; and

data-analytics and marketing business

Qrious. Over the year Qrious saw revenue

growth through its work on data-driven

customer intelligence and engagement –

where we see the biggest market

opportunities. Our Wholesale business

also won a big new business partner

during the year, with Dimension Data

shifting its business to the Spark network.

DIGITISATION AND AUTOMATION

Our programme of simplification,

automation and digitisation continues to

deliver results as we automate high-

volume processes and design customer

journeys as ‘digital first’. By expanding and

improving the digital and self-service

options available we have reduced calls to

our customer contact centres by almost a

quarter year on year.

Some notable improvements include the

online “fix my broadband” diagnosis tool,

which allows customers to diagnose

broadband connection issues, often helping

them resolve issues for themselves or

We continued to see

competitive challenges

over the year, particularly

in the hyper-competitive

fixed broadband market,

where margins remain

under heavy pressure.

This is a key driver for our

emphasis on wireless

investment.

Page 15
Spark’s diversity and inclusion programmes

and on a range of strategic initiatives.

We’ve announced Matt Bain as Marketing

Director, a new role within the Leadership

Squad – commencing towards the end of

the 2018 calendar year. Matt is currently

European Managing Director for AKQA,

one of world’s leading innovation and

brand experience agencies, with

responsibility for 500+employees across

five countries. He will bring his outstanding

digital marketing and customer experience

skills right into the centre of our thinking

and actions.

Looking to the future

Significant change has been a consistent

fact of life at Spark in recent years but

during the past financial year we took this

to a new level as we radically embraced an

Agile operating methodology. We’re

proud of what we’ve achieved, firmly

positioning ourselves for future success in

an uncertain and fast-changing industry

and world. Furthermore, we have delivered

this change while maintaining financial and

operational momentum and ensuring our

business performance is to plan.

In the coming year we will be focused on

capturing the advantages the Agile way of

working will deliver for us: highly engaged

and productive people; a total focus on

what matters for customers; and the ability

to deliver new products and services – and

improve existing ones – faster than ever

before.

We believe our strategy sets us up for a

strong FY19. As we look ahead we are

confident we can continue to deliver for

you as shareholders, while making a wider

contribution as we help all of New Zealand

win big in a digital world.

Ngā mihi,

Justine Smyth

Chair

Simon Moutter

Managing Director

22 August 2018

significantly decrease the time required for

Spark to put resolution measures in place.

We have also deployed four customer-

facing virtual assistants – serving customers

across the Spark, Lightbox, Bigpipe and

Morepork brands. These ‘chatbots’ help to

answer simple questions, freeing up our

customer service agents for more complex

queries. They are in addition to more than

40 bots deployed throughout the business

to automate a range of business tasks.

This programme of digitisation and

automation is underpinned by our drive

for simplification across the business.

We have now completed the migration

of 178,000 consumer and small business

customers on to newer, simplified plans

with self-service functionality – offering a

better customer experience and reducing

our customer care costs. In March we shut

down the legacy dial-up service, which has

allowed us to reduce our overhead costs

by simplifying our offer to customers.

Giving New Zealand businesses

the edge

The transitioning of our business

customers to digital services products

gained real momentum over the year.

We saw further growth in cloud services,

driven by the continued uptake of ‘as a

Service’ products and the extension of

our security offer to enterprise customers.

Our new focus on service delivery

continues to improve the profitability of

our top IT services clients and we had

some major new client wins over the year.

Evolving media landscape

Spark is committed to being a key player in

a rapidly evolving media environment.

During the financial year we relaunched

Lightbox on a new platform with several

new features and services – including a

pay-as-you-go movie service, password-

protected kids area and a premium

subscription option. This helped Lightbox

surpass 350,000 users.

We also announced Spark had secured the

rights to Rugby World Cup 2019, English

Premier League football (from the 2019

season) and other high-quality content –

with more announcements to come.

New Zealanders will be able to stream

Rugby World Cup 2019 matches and

related content live or on-demand over

their home broadband or mobile

connections, with TVNZ also screening

seven live matches free-to-air. Other sports

content will be available on a subscription

basis on Spark’s sports platform, which will

launch in early 2019. The service will be

available to all New Zealanders – not just

Spark customers. While we have not yet

announced our platform provider, we are

negotiating with world-class sports

streaming specialists to deliver this

element of our sports offer. We see an

opportunity for standalone financial

returns in the sports media market but we

are also disciplined when it comes to our

investments in this area. We are looking to

secure content that can give us a

commercial return and believe we’ve

achieved that with the high-quality content

we’ve secured to date.

Highly competitive market

We continued to see competitive

challenges over the year, particularly in the

hyper-competitive fixed broadband

market, where margins remain under

heavy pressure. This is a key driver for our

emphasis on wireless investment.

While we continue to see growth in

mobile, this market also remains very price

competitive.

The Commerce Commission has informed

us it will publish the Issues Paper for its

Mobile Market Study by the end of August.

We continue to engage with the

Commission on the study, but as we have

emphasised in the past, with three

world-class networks delivering prices that

are below Organisation for Economic

Co-operation (OECD) averages and three

mobile network operators that are

ploughing significant investment into an

intensely competitive market, we don’t

envisage there will be a case for any new

mobile market regulation.

Senior leadership changes

During the year we announced some

changes to Spark’s leadership line up as we

move to an Agile way of working and away

from a traditional hierarchical organisational

structure based around large business units.

In the new Spark Leadership Squad, we

have assembled the right mix of skills, talent

and experience to collectively make the big

calls that will underpin our ongoing success

across the company. In this new model,

Leadership Squad members are no longer

responsible for individual business units,

instead providing support and guidance as

sponsors of relevant Agile units.

The change saw Jolie Hodson take on the

role of Customer Director, Mark Beder

become Technology Director and Claire

Barber become Product Director.

Melissa Anastasiou has also joined the

Leadership Squad. Melissa has been Spark’s

General Counsel since 2009 and more

recently took on a broader role working on

Page 16Spark New Zealand Annual Report 2018
1. Justine Smyth

Chair

Justine joined the Board of Spark

New Zealand in December 2011.

Her background is in finance and

business management (with Deloitte and

Lion Nathan). She is currently a director

of Auckland International Airport Limited

and Chair of The Breast Cancer Foundation

New Zealand. Former governance roles

include being a board member of the

Financial Markets Authority and Deputy

Chair of New Zealand Post Limited.

Justine’s experience in governance,

mergers and acquisitions, taxation and

financial performance of large corporate

enterprises, as well as actively investing

in small and medium enterprises (SMEs)

underpins her contribution as a director.

Justine has a Bachelor of Commerce from

the University of Auckland and is a Fellow

of the New Zealand Institute of Chartered

Accountants and a Chartered Fellow of

the Institute of Directors.

2. Alison Barrass

Non-executive Director

Alison joined the Board in September

2016. She brings a broad range of skills,

including knowledge and expertise in the

fast-moving consumer goods (FMCG)

sector and in governance, leadership and

marketing-led innovation. Her background

includes 30 years’ experience at major

international FMCG companies, including

PepsiCo, Kimberley-Clark, Goodman

Fielder and Griffins Foods. She currently

Chairs the Board of Methven and is a

director with Gough Group, Heilala Vanilla,

Lewis Road Creamery and Rockit Global.

Alison was previously Chair of the Breast

Cancer Research Trust and a director of

The Parenting Place and Callaghan

Innovation. Alison has a Bachelor of

Science from the University of

Southampton and a Business Diploma in

Marketing from the University of Auckland.

Board of Directors

Our

Board.

1

3

5

7

2

4

6

8

Page 17
3. Paul Berriman

Non-executive Director

Paul joined the Board in December 2011,

bringing over 25 years of international

experience in telecommunications, media

and convergence. Since 2002 he has been

Group Chief Technology Officer of the HKT

Trust, where he’s responsible for leading

the group’s product and technology

roadmap and strategic development.

Prior to this he was Managing Director of

management consultancy Arthur D. Little

in Hong Kong and he has held roles in

Reuters and several major Hong Kong

service providers. In 2009 Paul was

recognised by the IPTV World Forum with

its Special Merit Award for Outstanding

Industry Contribution and in 2008 he was

listed as one of the Global Telecoms

Business Magazine’s top 100 “most

influential persons in telecoms”. He is a

Chartered Engineer who holds a Bachelor

of Science in electro-acoustics from the

University of Salford (UK) and an MBA from

the University of Hong Kong. Paul is a

Director of Rain Networks in South Africa

and the Next Generation Mobile Networks

Alliance in the UK.

4. Alison Gerry

Non-executive Director

Alison joined the Board in July 2016.

She has more than 20 years of experience

working in trading, finance and risk roles

for corporates and financial institutions,

including Macquarie Bank, HSBC and Lion

Nathan. Alison spent 17 years working

overseas, mainly in Australia and Asia, and

was also a Visiting Fellow at Macquarie

University for 12 years. From 2007 Alison

has been a professional company director

and is currently also a director of Infratil

and Vero and on the Board of Wellington

Airport. She is former Deputy Chair of

Kiwibank and a former director of TVNZ

and NZX. Alison has a Bachelor of

Management Studies 1st class Hons from

Waikato University and a Master of Applied

Finance from Macquarie University.

5. Pip Greenwood

Non-executive Director

Pip joined the Board in April 2018,

bringing significant experience in capital

markets, mergers and acquisitions,

telecommunications and governance.

She was recently appointed as interim

CEO of Russell McVeagh, having been

a senior partner at the firm, with over ten

years’ experience on the firm’s Board

including time as its Chair. Over the years

Pip has advised on many high-profile

New Zealand corporate transactions that

have changed the face of industries.

She was a member of the New Zealand

Takeovers Panel from 2007 to 2011

and is a current director of Fisher & Paykel

Healthcare and a trustee of the Auckland

Writers Festival. Pip has an LLB from the

University of Canterbury.

6. Ido Leffler

Non-executive Director

Ido joined the Board in June 2014.

He brings experience in developing

digital brands and extensive networks in

the start-up communities of Silicon Valley

and Australasia. Ido is the co-founder and

Chief Executive Officer at Yoobi, a school

supplies company that engages kids

through bright colours, cool designs

and, most importantly, cause. He is also

Co-founder of Yes To Inc. – a leading

global natural beauty brand; Co-founder

and Chairman of Brandless – a disruptive

consumer packaged goods company;

and the Chairman of Beach House Group

– a global consumer products solutions

house. Ido sits on numerous corporate

and advisory boards, including

The United Nations Foundation Global

Entrepreneur Council.

7. Simon Moutter

Managing Director

As Managing Director Simon works to

ensure the company has a sound strategy

in place and applies his leadership and

management capability to deliver on that

strategy and run an efficient business.

He has led the reinvention of Telecom

to Spark, to better reflect the fast-changing

new world of digital services. Simon

returned to Spark in mid-2012, having

managed most parts of Telecom as Chief

Operating Officer during the years

2003-2008. In the intervening years he led

Auckland International Airport for a period

of four years, in which he transformed the

customer experience and delivered a

significant uplift in its growth trajectory.

Simon also spent 13 years in the electricity

and gas industry, including as Chief

Executive of Powerco (1992 to 1999).

Simon has a Master’s degree in

Engineering from the University of

Canterbury and a Bachelor's degree

in Science from Massey University.

8. Charles Sitch

Non-executive Director

Charles joined the Board in December

2011. He has more than 20 years’

experience in driving business strategy,

having worked for McKinsey & Company

from 1987, where he became senior

director in 2010, primarily working with

CEOs and boards on strategy and

operations turnarounds, before retiring

in 2010. Since 2006 he has been involved

in various new business ventures.

Charles is Chairman of the Board of Trinity

College at the University of Melbourne

and a committee member of the

Melbourne Cricket Club. He holds an

MBA from Columbia Business School

and an LLB and BCom from Melbourne

University. He is also a Graduate of the

Australian Institute of Company Directors.

Page 18Spark New Zealand Annual Report 2018
1. Claire Barber

Product Director

As Product Director Claire is responsible

for designing and delivering products and

service experiences that customers value.

Claire is also responsible for shaping

Spark’s investments and maturing

capability in digital, IT, data and

experience design to deliver on future

business needs. She joined Spark in July

2011 as General Manager Change and

Technology and was appointed Chief

Digital Officer in July 2016. She has led

strategic projects, including IT in-sourcing,

developing new operating models and

simplifying products and processes.

Claire brings to the role more than

20 years of experience in international

technology and telecommunications,

having held a variety of roles in IBM

working with clients in India, China and

the Asia Pacific region. She has a PhD from

the University of Northumbria in the UK

and has previously held positions in

academia locally and internationally.

Leadership Squad

Leadership

Squad.

1

3

5

2

4

6

Page 19
2. Mark Beder

Technology Director

As Technology Director Mark steers the big

technology choices and deployment that

ensures Spark offers customers

New Zealand’s best data connectivity

experience. This means optimising the

huge investments in data networks,

mobile, and IT infrastructure to set Spark

up for success and growth and enable

New Zealand’s digital future. Mark became

Chief Operating Officer in 2016, after

joining the business in 2003. Since 2003

he has held several senior roles, including

General Manager Value Management with

responsibility for Group Procurement, IT

and network investment, management of

the Chorus relationship and mobile

capacity. He has successfully driven major

initiatives and innovation, including Spark’s

Mobile network evolution and the ongoing

replacements of the PSTN with a new

Converged Communications Network

(CCN). Before joining Spark Mark worked

as a Senior Manager for Ernst and Young

Consulting in Auckland. He has a

Bachelor’s degree in Commerce from

the University of Auckland.

3. David Chalmers

Finance Director

As Finance Director David draws on his

extensive experience in finance, media and

digital business to drive clear insights

around what customers value, what makes

the business more competitive and what

delivers value for Spark in competitive and

rapidly changing digital markets. His role

includes accountability for framing the key

strategic choices for Spark. He joined the

Spark Leadership Team as Chief Financial

Officer (CFO) in October 2016. Prior to

Spark David was Chief Financial Officer

for Mediaworks, including a period of time

as interim Chief Executive Officer. He has

held a number of senior financial and

general management roles with iSelect

Limited, Dulux Group Limited and

Macquarie Capital. David has an MBA

from INSEAD Business School and a

Bachelor of Commerce (Hons) from the

University of Melbourne.

4. Jolie Hodson

Customer Director

As Customer Director Jolie understands

dynamic, competitive markets and focuses

on developing clear insight into what

customers value, what makes the business

more competitive and what delivers value

for Spark New Zealand. Jolie joined Spark

in 2013 as CFO before becoming CEO

Spark Digital in October 2016. Prior to

joining Spark she worked for 12 years with

the Lion Group and Deloitte in a range of

senior finance roles. She has a Bachelor of

Commerce from the University of Auckland

and has attended the Strategic

Management Program at Sydney's

Macquarie Graduate School of

Management.

5. Joe McCollum

Human Resources (HR) Director

As HR Director Joe understands the critical

importance of an organisational culture

of success and has been very involved in

the cultural shift at Spark. He joined Spark

in November 2012, bringing over 30 years’

global experience in leading

transformational HR initiatives at

companies undergoing significant change

and operating in rapidly changing markets.

He has a diverse background that includes

executive leadership positions in the

hospitality, music, software and media

industries in New Zealand, the UK and

elsewhere. This includes as HR Director

for Lion Nathan and senior roles at EMI

and news media group DMGT, global

chemical company ICI and global software

provider Misys. Joe also worked in Saudi

Arabia for five years in the 1970s as the

HR Director for a 4,500-staff hospital

company before joining Pepsi initially

in Cyprus and then in the headquarters

in New York. He has an MSc in Business

Studies from Columbia University.

6. Melissa Anastasiou

General Counsel

Melissa was appointed to the Spark

Leadership Squad on 1 July 2018.

As General Counsel, Melissa leads Spark’s

legal and compliance functions, providing

Spark with strategic legal and commercial

guidance, ensuring the business acts

lawfully and with the utmost integrity.

She has also played a pivotal role in

leading out Spark’s diversity and inclusion

programme. Melissa joined Spark in 2009

and undertook a range of legal roles

across the organisation before being

appointed as Group General Counsel in

2012. Prior to joining Spark Melissa spent

a number of years as a Senior Legal

Counsel for UK mobile provider Telefonica

O2. She also has extensive experience

working for leading corporate law firms

in Auckland and the UK. Melissa has a

Bachelor of Laws from Victoria University

of Wellington.

Matt Bain

Marketing Director – joins November 2018

Matt will join Spark as Marketing Director

in November 2018, bringing his

outstanding digital marketing and

customer experience skills to place the

customer right at the centre of Spark’s

thinking and actions. Matt is a New

Zealander, currently based in Amsterdam

as European Managing Director for agency

AKQA – one of the world’s leading

innovation and brand experience

agencies, with responsibility for 500+

employees across five countries.

Over an 18-year career Matt has built an

impeccable international reputation with

some of the world’s greatest brands –

Nike, Heineken, Mini, Rolls Royce, Siemens,

EASports, Audi, Phillips, Tommy Hilfiger

and KLM amongst others. He holds a

Bachelor of Commerce from the University

of Auckland.

Page 20Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Our environmental,

social & governance

commitments

Page 21
We will do this by:

>>

Focusing on long-term growth and

business sustainability;

>>

Cultivating an inclusive workplace

of diverse and engaged people;

>>

Supporting Spark Foundation to

encourage generosity and build

a better future for New Zealanders;

>>

Using technological innovation to

reduce our own environmental impact

and that of our customers;

>>

Embedding our Supplier Code of

Conduct into supply chain management;

and

>>

Applying best practice governance

and risk management procedures.

Spark prepares a separate Environment,

Social and Governance Report (ESG

Report), which provides more detail on

our commitments in each of these areas.

The following sections provide a summary

of our ESG Report, which is available

from our website at

www.sparknz.co.nz/what-matters and

www.sparknz.co.nz/about/governance

Spark’s purpose is to help

all of New Zealand win

big in a digital world.

To truly live this purpose,

we must do the right

thing by our shareholders,

our people, our customers

and ultimately, by all

New Zealanders.

Long-term

Growth

People &

remuneration

CommunityEnvironment

GovernanceRisk

Page 22Spark New Zealand Annual Report 2018Environmental, social & governance reporting
This strategy is reinforced by three, more

recent, key areas of focus:

>>

An increased emphasis on wireless

services and investment;

>>

Better serving price-sensitive customers;

and

>>

The company with the lowest operating

costs in our industry in New Zealand.

Our commitment to being an

environmentally aware, low-carbon

business; a strong culture of diverse and

engaged talent; and maintaining a strong

governance framework helps strengthen

Spark’s market position and aims to

enhance investor confidence in the

long-term sustainability of our business

strategy.

We have already made significant progress

against our three focus areas – giving us

the confidence to transition to an Agile

operating model that will:

>>

Deeply embed customer centricity;

>>

Dramatically increase speed to market;

and

>>

Foster highly empowered, more

productive and engaged people.

Spark is committed to delivering

consistent earnings growth,

sustainable business performance

and dividends that in the long term

are fully funded through earnings.

We operate in a tough and competitive

industry and we know our aspirations are

bold. Nonetheless, we believe we have the

capability and expertise needed for

success, with a number of assets:

>>

Spark’s people and Leadership Squad

are energised and highly capable;

>>

A solid track record of execution;

>>

A clear view of market dynamics,

opportunities and the risks ahead;

>>

A solid technology foundation that is

adaptable and future ready; and

>>

A strong suite of assets, including

market scale, strong balance sheet and

cash flow, portfolio of brands, strong

channels and partnerships, digital

service capabilities and a powerful

organisational culture.

As a result we remain on track to deliver

on our aspiration to, over time, increase

EBITDA margin into the low 30% range

(from high 20% range currently). This will

be underpinned by sustained revenue

growth and cost reductions in Spark’s core

business areas; complemented by

selectively entering new high-growth

markets to unlock additional revenue

streams and business models.

We also retain our ambition to pay a

sustainable dividend per share, that in the

long term is fully funded through earnings,

of 25 cents per share. This is reflective of

sustainable growth in Free Cash Flow (FCF)

and a prudently managed capital structure,

which in turn allows for consistent

distributions to shareholders. This focus

on long-term growth and business

sustainability will deliver the Spark of the

future, as we continue on our path to help

New Zealanders win big in a digital world.

FY18 adjusted EBITDA up

2.2%

FY18 adjusted earnings

per share up

0.4%

Compound average total

shareholder return:

17. 0 % p.a.

over the past three years

Long-term

growth

Page 23
Modest revenue growth

Tight capital expenditure

management driving

FCF growth

Competitive advantage

Margin expansion

Prudent capital structure

Environmental and

social sustainability

Strong governance


Grow core mobile and IT services


Enter high-growth segments


Selective bolt-on mergers and acquisitions


Embrace a wireless future


Digitise the service experience

to create operational efficiency


Amazing customer experiences


Differentiate through multi brand

and inclusions


Superior IT platforms and networks


Environmentally aware


Reduce carbon emissions


Contributing to New Zealand communities


Socially diverse and engaged talent


Proactive risk management policies


Diverse Board composition and skills


Capex maintained at ~11-12% of sales


Investment focused on future revenue

streams and transforming customer

experience


A- credit rating


Ambition to pay a sustainable dividend per

share, that in the long term is fully funded

through earnings, of 25 cents per share or

above; with consideration to topping up

earnings in the short term

Rising

dividend

profile

KEY FOCUS AREAS

Long-term growth

Evidenced by Total Shareholder Returns

SHARE PRICE GROWTH

Sustainable

business

performance

Consistent

earnings

growth

SPARK’S MODEL FOR LONG-TERM GROWTH

Page 24Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Progress on these goals during FY18

included:

>Increased female directors from 38%

to 50% of the total Board as at 30 June

2018;

>Appointed Spark’s first female Board

Chair, Justine Smyth;

>Proportion of females on Spark’s

Leadership Squad increased from 29%

in FY17 to 33% as at 30 June 2018;

>Reviewed and updated our parental

leave policy: effective from FY19 Spark

paid parental leave will increase from

six weeks to up to 22 weeks;

>Launched the Blue Heart Pledge to

demonstrate our commitment to

promoting diversity and inclusion in

the workplace; and

>Developed and applied a set of clear

standards in a clearly defined health and

safety framework.

Diversity and Inclusion

Spark continues to make good progress in

delivering diversity and inclusion initiatives,

with a focus on growing more balanced

gender representation at senior levels and

improving our cultural identity and

awareness. We believe that inclusion should

be hardwired into everything we do and

something that everyone at Spark

understands.

In 2018 we invited all Spark people to make

the ‘Blue Heart Pledge’, to mark their

commitment to supporting diversity and

inclusion. By the end of FY18, 2,704 people

had signed a Blue Heart pledge, including

all members of the Board and the

Leadership Squad and we expect this

number to grow in the coming months.

As part of our transition to Agile, we

established a new contribution model, with

transparent criteria for ensuring like-for-like

pay, for a like-for-like contribution – which is

how we measure pay parity. All our people

Spark seeks to employ the best people

and empower them to do great things

for our customers and for New

Zealand. To achieve this we remunerate

our people with competitive salaries,

provide them with a wide range of

benefits and incorporate customer

satisfaction measures into our

performance incentives. We also invest

in our people – looking to develop their

full potential and bring top talent

through into leadership roles

sooner rather than later.

Our key people goals are to:

>Create a diverse pipeline of leaders and

employees, with a culture of inclusion;

>Ensure Spark people are fairly

remunerated, and incentivised in ways

that lead to better customer outcomes;

>Ensure Spark has the right skills in our

Board and Leadership teams for the

digital future; and

>Provide a safe and healthy work

environment for Spark people and those

who work with us.

Spark has some long-term goals and

aspirations linked to these, including

having more than 50% of our directors,

Leadership Squad and people leaders be

either female or non-NZ European; embed

diversity and inclusion programmes into

our recruitment and progression practices;

ensure our people and people leaders

have the skills they need to succeed in an

Agile environment, achieve 100% gender

pay parity and ensure the high standards

of health and safety we have set flow

through to everything we do.

in the parts of the business that have

become ‘fully Agile’ (reorganised into tribes

and squads) have already been mapped to

this model with any pay parity issues

resolved.

MĀORI CULTURAL AWARENESS

Spark's vision for our Māori business strategy

is kanohi kitea – for our people to be seen,

connected and empowered. Our mission is

to become trusted advisors, enabling

intergenerational digital solutions through

amazing technology. Our purpose is

Āwhinatia ngā tangata katoa o Aotearoa, kia

matomato te tipu i tea o matihiko – To help

all New Zealanders so that they may grow,

stand strong and be successful in the digital

world.

The strategy endeavours to build a

relationship between Spark and the Māori

community and economy to effect change

and become a driver for cultural, economic

and social growth through meaningful

partnerships and digital platforms.

We continue to grow and develop our Māori

talent. A key achievement in FY18 was the

launch of the ‘Tuia Te Ao’ cultural intelligence

app to help all Spark employees to learn

about te reo Māori/Māori language me ōna

tikanga/and culture.

PRIDE

Spark was the first company in

New Zealand’s telecommunications sector to

achieve Rainbow Tick certification. We have

maintained this accreditation throughout

FY18. In 2018 we joined the #thankstoyou

campaign, part of the Auckland Pride

Festival, to further demonstrate our

commitment to being an ally and supporter

of the Rainbow Community. The campaign

included the announcement of a three-year

strategic partnership with OUTLine (a

confidential telephone support and

face-to-face counselling service available to

the LGBTQI+ community and their families

and friends).

People and

remuneration

33%

of Spark

Leadership Squad

was female at

30 June 2018

Page 25
relativities, performance, qualifications and

experience.

Short-term incentives (STI) – At Spark we

believe it’s about setting two or three

targets that will improve performance of

the business.

Long-term incentives (LTI) – For Spark

executives a key part of their role is to

effectively balance the short-term and

long-term success of Spark for people,

customers and shareholders. LTI is set over

three years, with an absolute Total

Shareholder Return (TSR) target of Spark’s

cost of equity plus 1% compounding

annually.

MANAGING DIRECTOR’S REMUNERATION

The Managing Director’s remuneration is

structured slightly differently to reflect the

long-term performance focus of his role.

Short

Short-Term

Incentive

STI

Long-Term

Incentive

LT I

Salary

Performance

Equity Incentive

PEI

Base

56%

of base

44%

of base

71%

of base

PERFORMANCE EQUITY INCENTIVE (PEI)

In addition to the three factors applied to

the Leadership Squad, the Managing

Director has a further PEI, essentially a

deferred STI, set at 44% of his base. The PEI

has the same performance criteria as the

STI scheme but the award is deferred for

two years and delivered in Spark shares.

HEALTH AND SAFETY (H&S)

The health and safety of our people is of

the utmost importance to Spark. We have

recently developed and committed to a

12-month health and safety roadmap,

which drew partially on recommendations

from external H&S consultancy IMPAC,

which we contracted to do a H&S gap

analysis. Our roadmap established a set of

clearly defined H&S standards that require

us to have a clearly defined H&S

framework, active hazard & risk

management, an employee-driven safety

culture and the right resources and

processes to deliver on our framework.

Integral to this plan is the implementation

of a new H&S information system, which

will shape and monitor key performance

indicators across the business, focusing on

Spark’s strategic objectives, targets and

managing critical hazards and risks.

Remuneration

Spark wants the best possible people doing

great things for our customers and for

New Zealand. To achieve this we remunerate

them with competitive salaries, provide them

with a wide range of benefits and use

performance incentives that include

customer satisfaction as a key measure.

LEADERSHIP SQUAD REMUNERATION

For the majority of the Spark Leadership

Squad remuneration is structured around

three key elements.

Base

50%

of base

40%

of base

Short

Short-Term

Incentive

STI

Long-Term

Incentive

LT I

Salary

Base salary – All Spark employee packages

include a substantial fixed remuneration

component that is set based on market

FY18 SHORT-TERM INCENTIVES

PERFORMANCE OUTCOME

For FY18 substantively all STI participants

shared the same Spark Group targets

comprising EBITDA and market Net

Promoter Score (our measure of customer

satisfaction).

The FY18 Group performance outcome,

as approved by the Board, is summarised

as follows:

Performance metricResult

Group EBITDA50% 57%

Market Net Promoter Score (mNPS)50%42%

Board discretion0%

Total99%

Based on the above result, the total

available funding pool for all eligible STI

participants across Spark for FY18 was

$9.4 million. The pool is allocated based

on individuals’ STI targets and may be

differentiated based on individual

performance. Total payments cannot

exceed $9.4 million.

Additional disclosure in relation to the

Managing Director’s FY18 STI scheme

outcome and FY18 LTI vesting outcomes

is included on pages 90 and 91.

FY19 INCENTIVES

The mechanics of FY19 STI will be similar

to FY18 – Group results will be the main

determinate of the STI pool and individual

target STI values and performance will

determine the allocation of the pool across

STI participants. The FY19 Group measures

will be a combination of EBITDA and

Customer Experience measures as in FY18

and an additional measure – Group gross

labour cost.

No changes are proposed to the LTI

scheme – in September 2018 the company

will offer eligible employees restricted

shares and vesting will be conditional on

service and TSR hurdles.

Weighting %

Page 26Spark New Zealand Annual Report 2018Environmental, social & governance reporting
NEW INVESTMENTS IN DIGITAL

LEARNING

Late in FY18 Spark Foundation trustees

committed to invest in three new social

ventures, totalling $550,000 and focused

on creating step-change in digital skills

and capability amongst kids.

Spark has also supported a range of other

education-focused initiatives by partnering

with national not-for-profit organisations.

These include:

>>

OMG tech!, a not-for-profit education

initiative to open the world of

technology to young students;

>>

First Foundation, with Spark funding the

university education of five talented

students from disadvantaged

backgrounds, along with paid work

experience during holidays and

mentoring;

>>

NZTech, with women at Spark in

Wellington hosting high school students

during a ShadowTech day to encourage

the next generation of women to pursue

careers in technology;

>>

The Lion Foundation Young Enterprise

Scheme, with Spark people being

business mentors to high school

students during the ‘Entrepreneurs in

Action’ business competition weekends;

and

>>

Springboard Trust where Spark people

provide mentoring to school principals.

We have a big part to play in creating

a better New Zealand. Spark’s

community initiatives are targeted

around education, as we seek to

ensure all New Zealanders, especially

the young, have the opportunity to

win big in the digital world. Spark also

uses digital technology to power

a more generous society through

Givealittle, New Zealand’s premier

crowdfunding platform for social

good. Spark's activities combine the

talent and passion of our people,

together with corporate programmes,

and the work of Spark Foundation,

a registered charity funded by Spark

and governed by a board of trustees.

Helping New Zealanders win big

in a digital world through learning

SPARK JUMP

As classroom learning goes digital,

students without broadband at home are

at risk of being left behind. After a

successful pilot in FY16, this year Spark

expanded Spark Jump – which offers

heavily subsidised broadband to families

with school-aged children who cannot

afford commercial broadband.

Administered by the Spark Foundation,

Spark Jump enables more school-aged

children to go online outside of classroom

hours and get on the right side of the

digital divide.

At the end of FY18, Spark Jump had 1,049

families connected and is continuing to

expand the programme around the country

with the support of our 65 community

partners in 82 locations. As these partners

know their respective communities well,

they are well placed to determine which

families have the most need and are

therefore eligible for Spark Jump.

Community

FY18 Performance

1,049

families connected

65

community partners

Spark Jump

82

locations

Page 27
MANAIAKALANI EDUCATION TRUST

Spark Foundation has been a major

funding partner of the Manaiakalani

Education Trust to bring learning to

low-income communities.

After a five-year partnership, Spark

Foundation’s investment in the Manaiakalani

Education Trust has come to a close.

Spark Foundation set out to create the

step-change required to scale up the

education programme, with the help of

Spark’s resources and friendship. Our

involvement started when the Manaiakalani

Trust was operating in a single site in

Tamaki, Auckland and with the help of

Spark's resources it has grown into a

fully-formed methodology available to

more than 50 schools across New Zealand.

Manaiakalani has helped to transform

teaching and learning methods,

significantly improving educational

achievement for the students of

participating schools.

During this time Spark people contributed

strongly to the friendship with the

Manaiakalani schools through activities

such as mentoring teachers, becoming

buddies to students and providing

feedback on their blogs and volunteering

at Manaiakalani schools.

Over the five years Spark Foundation’s

contribution totalled almost $2.8 million.

Spark Foundation remains proud of its

contribution and continues to have a

positive relationship with the Trust.

Unleashing potential

through generosity

GIVEALITTLE

The internet and the ‘power of the crowd’

can be strong enablers of generosity and

Spark Foundation is proud to own and

operate Givealittle, New Zealand's

crowdfunding platform for social good.

Givealittle has grown to become a

$18m

in donations raised by

Givealittle in FY18

1,12 5

volunteer days

donated in FY18

Spark Volunteer

Givealittle

$840,000

donated via

Spark Give in FY18

Spark Give

household name and hundreds of

thousands of New Zealanders use the site to

support the causes they feel passionate

about. In FY18 Givealittle causes raised a

total of $18 million in donations and reached

$88.4 million in donations since the platform

launched in 2008.

SPARK VOLUNTEER AND SPARK GIVE

Spark people have continued to

participate in volunteering and payroll

giving programmes, which allow them to

generously donate time or funds to causes

of their choice. In FY18, 1,125 days of

employee time were gifted. Spark Give, a

payroll giving programme, enables Spark

people to donate to New Zealand schools

and registered charities of their choice

directly from their pay, and Spark

Foundation will match the first $500 of

their giving each year. In FY18 donations

totalling $840,000 were distributed to

590 organisations. Since Spark Give

launched in 2011 almost $5 million in

cumulative donations has been gifted

to 1,010 New Zealand schools and

registered charities.

Unleashing potential through

stronger communities

Spark is committed to making New Zealand

a better place for all of us by supporting a

range of important community projects:

>>

Sponsorship of Lifeline’s new text service

HELP, which provides another channel of

support for New Zealanders going

through times of emotional distress;

>>

Encouraging young women to consider

careers in technology by hosting 100

primary school-aged girls at our Spark

City campus for Superhero Daughter

Day; and

>>

Helping New Zealand businesses find

their edge through Spark Lab, a

multiplatform thought leadership

platform providing videos, articles,

events and business tools.

590

schools and charitable

organisations received payroll

giving donations in FY18

Page 28Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Addressing and responding to

climate risk

As a technology business, Spark has a

relatively low emissions profile. However,

we are focused on continuing to challenge

ourselves to go further in reducing our

greenhouse gas emissions (measured in

CO2 equivalent) – both direct and indirect.

We are also looking at how we may need

to adapt to the risks presented by climate

change.

CARBON TARGET FOR 2025

In 2016 we set an ambition to reduce

greenhouse gas emissions (measured in

tonnes of CO

2

e) by 25% from FY16 levels

by 2025.

Over the past financial year, we have seen

our total emissions increase on FY17 and

(slightly) on the base year of FY16. There

are two main drivers of these increases:

1. The increase from the base year of FY16

was primarily due to an increase in value

chain emissions – air travel and

customers’ electricity consumption in

Spark’s data centres (reflecting

significant growth in our data centre

business).

Spark believes environmental

sustainability can be an important

driver of innovation in New Zealand.

Environment

0

FY18FY17FY16FY15FY14

10,000

20,000

30,000

OTHER

TRAVEL

REFRIGERANT

FLEET

DIESEL

ELECTRICITY

GREENHOUSE GAS EMISSIONS

Tonnes-CO

2

e

TARGET FOR FY18

$360k

ACTUAL IN FY18

$397k

TARGET FOR FY19

$360k

Network recycling revenue

2. Spark’s largest emission source is

electricity and as we source our

electricity from the national grid, our

emissions profile is impacted year to

year by the extent to which New Zealand

can rely on hydro generation rather than

thermal generation (which depends in

turn on rainfall into hydro catchment

areas). FY18 was a dry year and so

consequently Spark’s electricity supply

relied more on thermal sources (as did

the rest of New Zealand).

We are taking steps to address these

separate drivers of higher emissions, to

ensure we are still on track to reach our

2025 target.

We continue to focus on alternatives to air

travel where possible, such as video

conferencing.

While we can’t control how much of

New Zealand’s electricity is from renewable

sources in any given year, we can ensure

we are as efficient as possible in our use of

electricity – therefore protecting ourselves

in those years when thermal generation is

higher.

Page 29
Significant growth in Spark’s data centre

business has driven a 5% increase in

electricity consumption over the past two

years. However, core network electricity

consumption is down 1.5% since the base

year despite a significant increase in traffic

across our networks (including a greater

than five times increase on our mobile

network alone), due to increasing

efficiencies as we adopt new technology.

A good example of this is the transition

from the ageing PSTN network to our new

IP-based converged communication

network (CCN), which is a much more

efficient technology.

We are also taking small but important

steps when it comes to use of electricity in

our own offices – such as ensuring any new

office spaces are designed to be

sustainable and efficient in their use of

electricity (see following section on

‘Building Design’ below).

These increasing efficiencies give us

confidence we can manage down our

carbon footprint despite our customers’

insatiable thirst for our services.

NETWORK RECYCLING

Spark’s waste management strategy

proactively manages and coordinates

removal and recycling in an efficient and

cost-effective manner. In FY18 Spark

recovered a total of 497 tonnes of recycling

made up of 41 tonnes of Network e-waste

material and 455 tonnes of Network metals,

cables and batteries. Batteries made up 254

tonnes of the e-waste.

ENERGY EFFICIENT VEHICLES

Spark has joined New Zealand's 30 largest

companies in committing to 30% of our

corporate fleet being electric by October

2019. To date, we have 10 fully electric

vehicles. We have around 133 other

vehicles coming off lease or at the end of

their economic lives over the next 12–18

months, and the majority of these will be

replaced with electric vehicles.

TARGET FOR FY18

35,000

mobile phones recycled

ACTUAL IN FY18

25,422

TARGET FOR FY19

35,000

CURRENT FLEET INCLUDES:

10 fully electric vehicles

47 hybrid (non plug-in)

vehicles

AMBITION

30% of fleet electric or

plug-in hybrid by

October 2019

RE:MOBILE

Energy-efficient vehicles

25,422

mobile phones recycled

in F Y18

BUILDING DESIGN

Spark announced that we will lease a new

high-profile 5,000 sqm office in

Christchurch overlooking Cathedral

Square. Due for completion in 2019, the

building will co-locate the approximately

450 people who have been spread across

four locations since the 2011 earthquake.

The purpose-built facility features a base

isolation system designed to keep our

team safe in the event of an earthquake, as

well as a range of key sustainability

technologies, including a solar control

glazing system, low-energy lighting, rain

water tanks to provide water to toilets and

advanced chiller beam units to control

heating and cooling.

Green Star, an internationally recognised

rating system, has awarded the property

5 stars, acknowledging New Zealand

excellence in building design. NABERS NZ,

a system for rating energy efficiency of

office buildings, has given the building a

minimum of 4.5 stars, recognising

excellent performance.

Once this building is complete, our three

main offices in Auckland, Wellington and

Christchurch, housing around 2,600 of our

people, will be designed to these high

standards.

MOBILE PHONE RECYCLING

Spark aims to reduce the impact of

unwanted mobile phones by encouraging

customers and employees to recycle

handsets. As a member of the

Telecommunications Forum’s RE:MOBILE

product stewardship scheme, Spark

supplies recycling bins in all retail stores

and in many office buildings around the

country. In FY18, 25,422 mobile phones

were recycled through the RE:MOBILE

programme, with a percentage of the

profits going to the environmental charity

Sustainable Coastlines.

Page 30Spark New Zealand Annual Report 2018Environmental, social & governance reporting
The Board plays a pivotal role in

overseeing the strategic direction of

Spark and ensuring the right strategic

programmes are put in place and then

implemented.

High standards of

corporate governance

The Board and management are

committed to ensuring that Spark

maintains a high standard of corporate

governance and adheres to high ethical

standards as illustrated by:

>>

Spark continuing to follow all Principles

and Recommendations of the ASX

Corporate Governance Council

notwithstanding that this is no longer

mandatory due to its Foreign Exempt

Listing;

>>

Spark’s adoption of all

Recommendations of the NZX

Corporate Governance Code;

>>

Spark continuing to be a constituent of

the FTSE4Good Index Series following

independent assessment according

to the FTSE4Good criteria; and

>>

Voluntary reporting on Environment,

Social and Governance matters by Spark

generally.

The Board also plays a pivotal role in

overseeing the strategic direction of Spark

and ensuring the right strategic

programmes are put in place and then

implemented.

Board succession

Justine Smyth, an existing Spark director

with extensive governance experience

including time as the Chair of Spark’s Audit

and Risk Management and Human

Resources and Compensation Committees,

was appointed as Spark’s Chair effective

3 November 2017, succeeding Mark

Verbiest who retired from the Board

following Spark’s 2017 Annual Meeting.

Illustrating the strength of Board

succession planning, the following Board

Committee changes were also effective

3 November 2017:

Governance

Diversity

The Board recognises that building

diversity across Spark is critical for

delivering enhanced business

performance, including building diversity

of thought within the Board and its various

sub-committees. As illustrated by the

Board skills matrix later in this section, the

Board has an appropriate mix of skills,

diversity and experience to be ambitious

and deliver on those ambitions, enabling

Spark to tackle the challenges and

opportunities of the digital era.

Role of the Board

A key factor in Spark’s long-term growth

framework is strong governance, with focus

areas including proactive risk management

policies and having a diverse Board.

The Board of Directors is elected by

shareholders to protect and enhance the

value of the assets of Spark in the interests

of Spark and its shareholders. The Board

has statutory responsibility for the affairs

and activities of Spark, which in practice is

achieved through delegation to the

Managing Director and others who are

charged with the day-to-day leadership and

management of the company.

More information regarding the respective

roles and responsibilities of the Board

and management is set out in the Board

Charter, which can be found at:

www.sparknz.co.nz/about/governance.

The Board regularly reviews and assesses

Spark’s governance structures and

processes to ensure that they are

consistent with international best practice

in both form and substance.

Diverse Board

50%

of Board is female

Page 31
Board skills matrix


Justine SmythAlison BarrassPaul BerrimanAlison GerryPip GreenwoodIdo LefflerSimon MoutterCharles Sitch

Qualifications

BCom, FCA,

CFINSD

BSc, Political

Science, Dip Bus,

Marketing

MBA, BSc, CEng

BMS (HONS),

MAppFin

LLBBBS

ME, BE (HONS),

BSc

MBA, LLB,

BCom

Spark-specific Skills

Telco Experience

Retailing and Marketing

Digital/Technology/

Innovation

Operations

Generic Skills

Executive Leadership

and Strategy

Governance

Financial

Risk and Compliance

Legal and Regulation

People

Capital Markets

Geographical locationNZNZHong KongNZNZAustralia/USANZUSA

Tenure years

6.7 1.9 6.7 2<1 4 66.7

Gender

FFMFFMMM

>>

Ms Smyth succeeded Mr Verbiest as

Chair of the Nominations and Corporate

Governance Committee;

>>

Alison Gerry succeeded Ms Smyth as the

Chair of the Audit and Risk Management

Committee; and

>>

Alison Barrass succeeded Ms Smyth as

the Chair of the Human Resources and

Compensation Committee.

Following the retirement of Mark Verbiest,

the Board sought to appoint a new

director with relevant skills and experience

who would complement the diverse

perspectives already present around

Spark’s Board table. On 14 December

2017 the Spark New Zealand Board

subsequently announced the

appointment of Pip Greenwood as a

non-executive director.

Ms Greenwood is widely regarded as one

of New Zealand’s top commercial lawyers

and has significant experience in

governance, risk and compliance, legal

and regulation, as well as capital markets.

Ms Greenwood’s appointment took effect

on 1 April 2018.

Future Director

Spark also appointed Nagaja Sanatkumar

as its first ‘future director’ on 4 December

2017. The Future Directors programme is

run by the New Zealand Institute of

Directors and aims to give young, talented

people with an interest in corporate

governance the opportunity to observe

and participate in Boardroom discussions.

The aspiring directors attend all Board

meetings but they have no voting rights

and are not involved in decision-making.

Ms Sanatkumar is currently the General

Manager of Global eCommerce at

innovative New Zealand clothing retailer

Icebreaker and has an extensive

background in technology and marketing,

with a focus on digital and e-commerce

customer experiences.

Page 32Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Spark’s purpose is to help all

New Zealanders win big in a digital

world. To achieve this we must

successfully execute our business

strategy and plan, while maintaining

high standards of operational

performance. Strong corporate

governance, including a highly

effective and integrated risk

management framework, helps

Spark people to make good

business decisions that create

stakeholder value.

Risk

In early 2018 Spark assessed the future

needs and alignment of the Managing Risk

Framework (MRF) as part of its Agile

transformation. Through consultation with

the Board and Leadership Squad it was

decided that benchmarking the framework

to COSO ERM: 2017 would provide a

leading practice aligned and fit-for-

purpose MRF.

COSO’s ERM framework is structured into

five risk management process domains.

Each one is supported by explanatory

principles. Each domain plays an

important and evolving part in the

management of Spark’s risks.

The framework is mandated by Spark’s

Managing Risk Policy. Additional guidance

is provided by Spark’s core policies that

help Spark’s people manage specific risks.

Principal Risks

Spark’s current principal risks and their

mitigation measures are summarised below.

CUSTOMER EXPERIENCE

Improving customer experience is

essential to grow and retain customers and

achieve our planned financial

performance. To make customers the focus

of our business, Spark has undertaken an

Agile transformation. Key features include

adopting an Agile customer-experience

focused organisational design and ways of

working so that customer centricity is

embedded in the design and delivery of

Spark’s products, services and solutions.

Customer experience targets have also

been embedded as incentive measures.

MOBILE

Intense competition in a mature market

keeps retail prices low and necessitates

significant added value in market offers to

enable competitive differentiation. This

pressures Spark’s mobile business

margins. Spark has adopted new Agile

ways of working to improve our business

and operating cost-efficiency. Our new

Agile Mobile product and segment tribes

are fully leveraging multibrand capabilities

and new strategic growth initiatives to help

us compete more effectively in today’s

price-sensitive markets.

BROADBAND

The New Zealand broadband market is

largely commoditised and intensely

competitive. This places Spark’s customer

scale and product margins under pressure.

Spark is responding by continuing to

migrate our copper broadband customers

onto fibre and wireless access

technologies to improve customer

experience and product economics. Our

new Agile product and segment tribes are

focusing on leveraging the product and

service mix across Spark’s brands to

succeed in price-sensitive markets.

IT SERVICES

Spark must continuously improve the

efficiency of its IT service delivery and

margin performance to achieve

sustainable earnings from this business

portfolio. A competitive market creates

high levels of price pressure that squeezes

margins.

Page 33
TECHNOLOGY PERFORMANCE

(NETWORK AND IT)

Services impacting events may occur

affecting the performance of Spark’s

networks and IT platforms and the

customer products and services they

support. This can damage our reputation

and reduce our ability to attract and retain

customers. These events can occur when

introducing new or operating existing

technology or when technology assets

reach the end of their economic or

engineering lives. Spark continues to

heavily invest in our mobile, data and fixed

and IT technology platforms to improve

service resilience, customer experience,

capacity and economic efficiency.

LOWEST OPERATING COST

Spark must manage its operating costs to

offset falling prices associated with the

commoditisation of our key markets if it is

to avoid impairing its margins and

earnings. To prevent this Spark must

continually improve our business

efficiency. Spark’s Quantum programme is

designed to deliver continued business

efficiency benefits over time. Key focus

areas of this programme include product

costs of sale, labour cost and other

material costs like financing mix and

interest costs.

MONETISING DATA GROWTH

Decreasing technology asset lifecycles and

rapid growth in customer data

consumption necessitates increased levels

of technology platform and network

capacity investment. When combined with

an environment of intense price-led

competition, it may become difficult for

Spark to monetise our network and IT asset

investment at economically sustainable

levels. To avoid this Spark continues to

invest in technology that lowers the per

unit cost of data carriage. These

investments include augmentation of

Optical Transport and Carrier Ethernet

fibre networks and the core and edge

mobile networks. New builds such as

Spark’s Converged Communications

Network integrates the processing of

voice, data and media traffic from all

access platforms at lower costs than the

legacy platforms it replaces. We have also

undertaken planning and trials around 5G

technology, which will enable further

monetisation of data growth with lower

costs of data.

IT AND DATA SECURITY BREACH

A major cyber or data security breach

would impact customer confidence

causing churn, increasing IT security costs

or resulting in fines. Spark relies on a best

practice aligned security operating model

and uses our privacy compliance

framework to keep networks and customer

information secure. Examples include

regular maturity assessments of the model

to inform calculated and continuing

investment in security threat and

monitoring response capability.

REGULATORY

Regulatory changes have potential to affect

the level of earnings Spark achieves for its

shareholders. The Government’s

Telecommunications (New Regulatory

Framework) Amendment Bill introduces an

entirely new regulatory framework from

2020 for fixed-line services provided to

Spark by Chorus and other local fibre

companies. The bill also grants the

Commerce Commission new powers to

monitor and enforce retail service-level

quality levels. How this regulatory

framework is implemented may have

important consequences for the retail and

wholesale telecommunications markets

Spark operates in. Similarly, the Commerce

Commission is presently undertaking a

mobile market study, considering all

aspects of mobile market structure and

performance, to identify whether any

aspect of the mobile market warrants

closer regulatory attention. Spark mitigates

regulatory risks through proactive

engagement with government, the

regulator and industry stakeholders and

we develop strategies to mitigate these

risks as they emerge.

COMPLIANCE OBLIGATIONS

Spark must comply with all relevant

legislation and regulations,

telecommunications service obligations

(TSO), NZX Listing Rules, applicable ASX

Listing Rules and the corporate

governance requirements of the NZX and

Financial Markets Authority (FMA). We

continue to voluntarily comply with the

ASX Corporate Governance Principles and

Recommendations (despite being granted

foreign exempt listing status by the ASX in

2015). Spark’s Digital Trust Team regularly

engage with the business to provide legal

and other compliance support, including

tools, training and advice.

Page 34Spark New Zealand Annual Report 2018Performance
YEAR ENDED 30 JUNE

20182017% CHANGE

Operating revenues and other gains

$M

3,6493,6141.0%

Operating expenses

$M

(2,657)(2,594)2.4%

Share of associates’ and joint ventures’ net losses

$M

(3)(4)(25.0%)

Reported earnings before interest, income tax,

depreciation and amortisation (EBITDA)

1

$M

9891,016(2.7%)

Adjusted EBITDA

1

$M

1,0381,0162.2%

Reported net earnings

$M

385418(7.9%)

Adjusted net earnings

1

$M

4204180.5%

Key performance indicators

Spark results overview

1 EBITDA, adjusted EBITDA, adjusted net earnings, adjusted earnings per share and capital expenditure are non-Generally Accepted Accounting Practice (GAAP) measures and are

not comparable to the New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) measures. These measures are defined and reconciled on page 40.

2 Includes wireless broadband connections.

3 Employee numbers are full-time equivalents, including contractors, and are measured as at 30 June.

Total mobile connections

2,458K


2.8%

Total capital expenditure

$413M


0.5%

Earnings per share

21. 0 cents


7.9%

Adjusted earnings per share

1

22.9 cents


0.4%

Total dividends per share

25 cents

FY17

25 cents

Broadband connections

2

700K


1.9%

Capital expenditure to

operating revenues

11 . 3 %

FY17

11.5%

Employee numbers

3

5,507


4.6%

Connections

Financial performance

Capital expenditure

1

Investors

People

Page 35
Net earnings movements

EBITDA

$989M


$27M


2.7%

ADJUSTED EBITDA

$1,038M


$22M


2.2%

OPERATING REVENUES

AND OTHER GAINS

$3,649M


$35M


1.0%

Mobile revenue



$83M



6.9%

Strong mobile service revenue

growth of $36 million, or 4.6%,

was driven by increased

average revenue per user

and connection growth.

Other mobile revenue, which

increased $47 million, or

11.3%, continues to be

driven by the sale of

high-end mobile devices.

Cloud, security and

service management



$49M



15.1%

Growth reflects strong

customer demand for the

benefits and flexibility that

Cloud-based ‘as-a-Service’

products offer.

Broadband revenue



$4M



0.6%

Broadband revenue

decreased despite an

increase in connections due

to increased migration to

lower-priced but higher-

margin wireless broadband

products since FY17.

Procurement and partners



$8M



2.3%

Procurement and partners

revenue increased due to

greater volumes over the

period.

Voice revenue



$83M



12.7%

Voice revenue continued to

decline, albeit at a slightly

accelerated rate, as a greater

proportion of customers opt

for broadband-only services

to their homes or businesses.

Managed data and

networks revenue



$17M



8.2%

Managed data revenue

continued to decline due to

the migration of business and

wholesale customers off

traditional data products, and

ongoing price pressure.

Other gains



$10M



50.0%

FY18 includes other gains of

$10 million related to the sale

of 50% of Connect 8 while

FY17 included $20 million

from the sale of surplus land

in Mayoral Drive, Auckland.

Other operating revenue



$9M



5.1%

Other operating revenue growth was driven by the continued

progress of Spark Ventures’ businesses, such as Qrious

(including the purchase of Ubiquity in July 2017) and a $3

million gain associated with the buy-back of retail stores,

partially offset by $11 million lower Southern Cross dividends.

OPERATING EXPENSES

($2,657M)


$63M


2.4%

Payments to

telecommunications

operators


$39M


5.7%

Decrease in baseband and

access charges and

broadband costs from the

uptake of wireless

broadband.

Labour


$37M


6.7%

Labour costs have decreased

despite costs associated with

business acquisitions due to

lower staff levels as we

transition to the lowest cost

operator model and the

implementation of the

Quantum programme.

Mobile costs



$43M



9.9%

Increase in mobile costs

reflects increased mobile

revenue, in particular mobile

device costs.

Other operating

expenses



$28M



5.6%

Increase due to a higher level

of advertising campaigns (up

$15 million), higher electricity

prices and higher impairment

expenses (up $5 million).

IT services costs


$19M


4.5%

IT services costs increased in

line with the growth in cloud,

security and service

management revenues.

Costs of change


$49M

Costs of change associated

with Spark’s 'Quantum'

performance improvement

programme to radically

simplify and digitise

processes, products and

services. These include

external subject matter

expertise ($12 million),

relocation and property lease

costs ($4 million),

restructuring expenses

($26 million), programme

office functions ($3 million)

and product and system

decommissioning costs

($4 million).

SHARE OF

ASSOCIATES’ AND

JOINT VENTURES’

NET LOSSES

($3M)


$1M


25.0%

Spark’s holdings in associates and joint ventures has decreased, resulting in lower net losses

recognised, including the exit of Putti during the period.

NET EARNINGS

$385M



$33M


7.9%

ADJUSTED NET

EARNINGS

$420M



$2M


0.5%

EBITDA

$989M


$27M


2.7%

Income tax expense

$140M


$2M


1.4%

Decrease in line with the

decrease in net earnings

before tax.

Depreciation and

amortisation expense

$434M



$4M



0.9%

Small increase due to shorter

average useful lives of new

technologies offsetting lower

average capital expenditure

levels in the past three years.

Net finance expense

$30M



$4M



15.4%

Increase due to a $4 million

increase in finance expenses.

This reflects an increase in

average debt and stable

interest rates compared to the

prior year, partially offset by

higher capitalised interest.

Page 36Spark New Zealand Annual Report 2018Performance
Adjusted EBITDA and adjusted net earnings

As detailed on page 40 Spark presents adjusted EBITDA and adjusted net earnings when the year includes significant items greater than

$25 million. As included in the table above, FY18 included $49 million of costs of change and adjusted EBITDA and adjusted net

earnings for the year are reconciled as follows:

20182017

YEAR ENDED 30 JUNE

$M$M% CHANGE

Reported EBITDA9891,016(2.7%)

Add: costs of change49–NM

Adjusted EBITDA1,0381,0162.2%

Reported net earnings after tax385418(7.9%)

Add: costs of change49–NM

Less: tax effect on costs of change(14)–NM

Adjusted net earnings

4204180.5%

Adjusted EBITDA increased $22 million, or 2.2%, and adjusted net earnings increased $2 million or 0.5%.

$M

1,016

11,038(49)

989

45

(10)

2017 Reported

EBITDA

2018 Reported

EBITDA

Other

gains

Operating

revenues

Share of

associates' &

joint ventures'

net losses

Operating

expenses

2018 Adjusted

EBITDA

Costs of

change

900

920

940

960

980

1,000

1,020

1,040

1,060

1,080

1,100

(14)

A summary of the results of Spark’s key business units are outlined on pages 42 to 45. Further details of the FY18 and historical

performance of Spark are available in a separate financials file on the investor section of our website at: investors.sparknz.co.nz/

investor-centre.

In FY19 following a shift to Agile ways of working and change in Spark’s operating model, the current business unit segmentation

will no longer be applicable. A revised segment disclosure will be provided in the FY19 financial statements.

Page 37
Cash flows

Spark’s principal sources of liquidity are operating cash flows and external borrowing from established debt programmes and bank

facilities. The full statement of cash flows is provided on page 50 in the financial statements. The following provides a summary of the cash

inflows and outflows from operating, investing and financing activities during the year and the movements compared to FY17.

CASH INFLOWSCASH OUTFLOWS

NET CASH FLOWS

FROM OPERATING

ACTIVITIES

$777M


$60M


8.4%

Cash received from customers

$3,508M


2.4%

Increase is consistent with the increase in operating

revenues from the prior year and movements in

working capital.

Payments to suppliers

and employees

($2,592M)


0.7%

Decrease largely driven by

working capital

improvements.

Income

tax payments

($167M)


16.8%

Increase in tax payments

due to the timing of tax

payments.

Dividend receipts

$50M


24.2%

Decrease in Southern Cross dividend receipts due to

lower dividends during the year and the timing of cash

receipts.

Net interest payments

($22M) No change

No change in net interest payments reflecting lower costs

of debt and higher capitalised interest offsetting an

increase in average net debt during the year.

NET CASH FLOWS

FROM INVESTING

ACTIVITIES

($484M)


$104M


27.4%

Proceeds from sale of

businesses

$8M


$8M

Proceeds from the sale of

50% of Connect 8 during

the year, with no sales in

F Y17.

Proceeds from sale of

property, plant and

equipment

$1M


96.3%

Minor asset sales during

FY18, compared to $27

million received from the

sale of Mayoral Drive in

F Y17.

Payments for capital

expenditure and

capitalised interest paid

($422M)


4.5%

Payments largely consistent

with capital expenditure for

the period, with the increase

driven by higher capitalised

interest and movement in

working capital.

Payments for, and

advances to,

long-term investments

($20M)


300.0%

Payments for FY18,

including investment in

GlobeTouch, PropertyNZ

and the Rural Connectivity

Group and advances to

Southern Cross. There

were no significant

investments in FY17.

Payments for purchase of business

($51M)


47M

Payments during the period included the acquisitions of

Ubiquity, Digital Island and the buy-back of retail stores

with only minor acquisitions in FY17.

NET CASH FLOWS

FROM FINANCING

ACTIVITIES

($290M)


$47M


13.9%

Net proceeds

from debt

$174M


35.9%

A net increase in short

and long-term debt to

support acquisitions

activity and the top up of

dividends.

Receipts from

finance leases

$2M


100.0%

Small increase in receipts

from finance leases

during the period.

Dividend

payments

($458M) No change

No change in dividend

payments as dividends

declared per share remained

unchanged.

Payments for

finance leases

($8M) No change

No change in payments for

finance leases during the

period.

Page 38Spark New Zealand Annual Report 2018Performance
Capital expenditure

1


Total capital expenditure for FY18 was $413 million, a decrease of

$2 million, or 0.48%, on FY17 (noting that FY17 spend included

approximately $15 million for remediation and network resiliency

improvements following the November 2016 Kaikoura

earthquakes). FY18 capital expenditure was 11.3% of operating

revenues, within our target of 11%-12% of operating revenues and

decreasing slightly from 11.5% in FY17.

20182017

YEAR ENDED 30 JUNE$M$M

Cloud3942

Converged Communications

Network (CCN)3215

International cable construction

and capacity purchases 1434

IT systems113112

Mobile network115102

Plant, network and core sustain

and resiliency6267

Other3843

Total capital expenditure413415

Capital expenditure in FY18 included the following key focus

areas and projects:

• $39 million was invested in cloud-related capital expenditure

to support cloud, security and service management revenue

growth;

• $32 million was invested in the CCN, which will replace the

legacy PSTN network and enable us to deliver IP-based voice

services in the future;

• Investment in international cable construction and capacity

purchases was $14 million as Spark continued to invest in

Southern Cross international cable capacity albeit at lower

levels than in the prior year;

• IT systems investment of $113 million in FY18 was focused on

simplification, automation and digitisation across our

products, customer journeys and IT systems to remove

manually intensive tasks and improve customer experience.

This also included the continued build of Telecommunications-

as-a-Service IT platforms for Spark Digital clients to support its

substantial take up by eligible government agencies;

• $115 million was invested in Spark’s mobile network in FY18

to continue the deployment of the single radio access network

(SRAN) and Long-Term Evolution (LTE) sites, increased capacity

and coverage for wireless broadband, as well as lifecycle

investment and licensing in the mobile core;

• $62 million was invested in the fibre build programme, Optical

Transport Network (OTN) and Carrier Ethernet expansion to

meet customer demand for services and traffic growth across

the network as coverage expands. Various investments in

Spark-owned properties were also carried out; and

• Other capital expenditure of $38 million includes investment

in store refits, migrating Lightbox to a new platform, Connect 8

(before the sale of 50% in May 2018), Qrious and launch of

Spark’s first low-power IoT network (Lora WAN).

1 Capital expenditure is a non-GAAP measure and is defined on page 40.

Page 39
Dividends

Spark pays dividends on a semi-annual basis. A 75% imputed ordinary dividend of 11 cents per share was declared for H1 FY18,

together with a 75% imputed special dividend of 1.5 cents per share. A 75% imputed ordinary dividend of 11 cents per share has also

been declared for H2 FY18, together with a 75% imputed special dividend of 1.5 cents per share, bringing the total dividends for FY18

to 25 cents per share, consistent with FY17.

H1 FY18

ORDINARY

DIVIDENDS

H1 FY18

SPECIAL

DIVIDENDS

H2 FY18

ORDINARY

DIVIDENDS

H2 FY18

SPECIAL

DIVIDENDS

Dividends declared

Ordinary shares11.0 cents1.5 cents11.0 cents1.5 cents

American Depositary Shares40.59 US cents5.54 US cents36.17 US cents4.93 US cents

Imputation

Percentage imputed75%75%75%75%

Imputation credits per share3.2083 cents0.4375 cents3.2083 cents0.4375 cents

Supplementary dividend per share

2

1.4559 cents0.1985 cents1.4559 cents0.1985 cents

‘Ex’ dividend dates

New Zealand Stock Exchange15 Mar 201815 Mar 201820 Sep 201820 Sep 2018

Australian Securities Exchange15 Mar 201815 Mar 201820 Sep 201820 Sep 2018

American Depositary Shares 15 Mar 201815 Mar 201820 Sep 201820 Sep 2018

Record dates

New Zealand Stock Exchange16 Mar 201816 Mar 201821 Sep 201821 Sep 2018

Australian Securities Exchange16 Mar 201816 Mar 201821 Sep 201821 Sep 2018

American Depositary Shares 16 Mar 201816 Mar 201821 Sep 201821 Sep 2018

Payment dates

New Zealand and Australia 6 Apr 20186 Apr 20185 Oct 20185 Oct 2018

American Depositary Shares 20 Apr 201820 Apr 201815 Oct 201815 Oct 2018

1 Based on the exchange rate at 15 August 2018 of NZ$1 to US$0.6576 and a ratio of five ordinary shares per one American Depositary Share. The actual exchange rate used for

conversion is determined in the week prior to payment when the Bank of New York performs the physical currency conversion.

2 Supplementary dividends are paid to non-resident shareholders.

For FY19, subject to there being no material adverse changes in operating outlook, Spark anticipates paying an annual total dividend of

25 cents per share. This is likely to be made up of an ordinary dividend determined by earnings, topped up by a special dividend to

maintain a total dividend of 25.0 cents per share. It is currently anticipated that the FY19 ordinary and special dividend will be at least

75% imputed. The dividend reinvestment plan remains suspended.

Page 40Spark New Zealand Annual Report 2018Performance
Non-GAAP measures

This annual report includes non-GAAP financial measures that are

not prepared in accordance with New Zealand Equivalents to

International Financial Reporting Standards (‘NZ IFRS’). Spark

believes that these non-GAAP financial measures provide useful

information to readers to assist in the understanding of the

financial performance, financial position or returns of Spark.

These measures are also used internally to evaluate performance

of business units, to analyse trends in cash-based expenses, to

establish operational goals and allocate resources. However, they

should not be viewed in isolation, nor considered as a substitute

for measures reported in accordance with NZ IFRS, as they are not

uniformly defined or utilised by all companies in New Zealand or

the telecommunications industry.

Spark’s policy is to present ‘adjusted EBITDA’ and ‘adjusted net

earnings’ when the year includes significant items (such as gains,

expenses and impairments) greater than $25 million. In FY18

costs of change of $49 million associated with the Quantum

programme (as described on page 35) have been deemed an

adjusting item. There were no adjusting items in FY17.

EARNINGS BEFORE INTEREST, INCOME TAX, DEPRECIATION

AND AMORTISATION (EBITDA)

Spark calculates EBITDA by adding back depreciation and

amortisation, net finance expense and income tax expense

to net earnings. EBITDA includes Spark’s share of associate

and joint venture net losses. A reconciliation of Spark’s

EBITDA and adjusted EBITDA is provided below and based

on amounts taken from, and consistent with, those presented

in the financial statements.

20182017

YEAR ENDED 30 JUNE

$M$M

Net earnings for the period

reported under NZ IFRS

385418

Add back: depreciation and

amortisation

434430

Add back: net finance expense

3026

Add back: income tax expense

140142

EBITDA

9891,016

Add: costs of change

49–

Adjusted EBITDA

1,0381,016

ADJUSTED NET EARNINGS

Adjusted net earnings reflects adjusted EBITDA, together with any

adjustments to depreciation and amortisation and net finance

expense, whilst also allowing for any tax impact of those items.

20182017

YEAR ENDED 30 JUNE

$M$M

Net earnings for the period

reported under NZ IFRS

385418

Add: costs of change

49–

Less: tax effect on costs

of change

(14) –

Adjusted net earnings

420418

ADJUSTED EARNINGS PER SHARE

Spark calculates adjusted earnings per share using adjusted net

earnings as reconciled above ($420 million), divided by the

weighted average number of shares outstanding during the year

(1,834 million). Adjusted basic and diluted earnings per share for

FY18 was 22.9 cents.

CAPITAL EXPENDITURE

Capital expenditure is the additions to property, plant and

equipment and intangible assets, excluding goodwill, acquisitions

and other non-cash additions that may be required by NZ IFRS,

such as decommissioning costs.

Page 41

Page 42Spark New Zealand Annual Report 2018Performance
OPERATIONAL HIGHLIGHTS

>>

Strong mobile performance delivering

7.1% growth in service revenue with

continued growth in our $59 and $79

pay monthly plans driving 3.1% average

revenue per user growth;

>>

Successful launch of the unlimited

mobile plan, driving upsells;

>>

An increase of 30,000 customers using

wireless broadband, with 114,000 now

using the service, resulting in improved

customer experience and operating cost

savings;

>>

37% increase in Lightbox users from

260,000 to over 355,000 and launched a

new pay per view movies service,

introducing a new revenue stream for

Spark;

>>

Key partnerships thriving with customers

growing on both Netflix (200% year on

year growth) and Spotify (16% year on

year growth);

>>

16% reduction in inbound contact

centre volume;

>>

Our employee NPS (eNPS) has grown 21

points as employees continue to actively

engage in the transition towards Agile

and empowered ways of working;

>>

17% improvement in Skinny mobile

margin driven by a combination of

strong customer and average revenue

per user growth, as well as a

rationalisation of channels to realise

profitable growth;

>>

Strong performance in our brands with

improvements in NPS in both our Spark

and Skinny brands;

>>

Customer use of our chat service has

increased 56%; and

>>

Insourcing of the Spark retail stores has

delivered $5 million of EBITDA benefits.

FINANCIAL PERFORMANCE

Operating revenues increased by $25

million, or 1.2%, in FY18. This was primarily

driven by a $78 million, or 7.9%, increase

in mobile revenues, including mobile

service revenue growth of 7.1% from

continued connection gains and a 3.1%

increase in average revenue per user from

FY17. This increase was partially offset by a

$49 million, or 15.3%, decrease in voice

revenues, in line with previous trends, as a

greater proportion of customers opted for

a broadband-only service to their home or

business. Broadband revenues decreased

by $5 million, or 0.8%, due to increased

migration to lower-priced but higher-

margin wireless broadband products since

FY17. Cloud, security and service

management, procurement and partners,

managed data and networks and other

operating revenues remained relatively

stable, increasing $1 million.

Operating expenses increased by

$7 million, or 0.6%, from FY17 primarily

driven by increased mobile costs reflecting

increased mobile revenue and, in

particular, mobile device costs. There was

also increased promotional activity during

the period through Spark Arena, the ‘Little

can be Huge’ brand campaign and key

new product launches. These increases

were partially offset by a $16 million, or

11.8%, reduction in labour cost and

decreased input costs through increased

wireless broadband and voice

connections.

This resulted in an overall increase in

EBITDA of $18 million, or 2.1%, in FY18.

Spark Home,

Mobile &

Business

20182017

YEAR ENDED 30 JUNE$M$MCHANGE %

Operating revenues2,0652,0401.2%

Operating expenses(1,194)(1,187)0.6%

EBITDA

1

8718532.1%

EBITDA margin42.2%41.8%

Financial result

The Spark Home, Mobile & Business

division is made up of the Spark,

Skinny, Bigpipe and Lightbox brands

that provide more than two million

New Zealand consumers and SMEs

with access to the technology, digital

and entertainment services they need

to unleash their potential. It provides

a full range of data, voice and content

services across fibre, wireless and

copper broadband, 3G, 4G and 4.5G

mobile, online video entertainment

and nationwide Wi-Fi zones.

48,000

mobile connection growth

>50%

of broadband customers on

fibre or wireless technology

114,000

wireless broadband customers

1 Costs of change associated with the Quantum programme are excluded from the segment result and are included

within the Corporate Centre as reconciled in note 2.1 of the financial statements.

Page 43
OPERATIONAL HIGHLIGHTS

>>

Real momentum in transitioning the

business to be a digital services

provider, with approximately 65% of

revenues now driven by IT Services;

• Launched new security products,

to capture the growth potential in

this market; and

• Developed new online self-service

functionality to guide customers

through online journeys;

>>

Launch of new service model providing

consistent service experience for SME

business customers across all channels;

>>

Focused effort on increasing pro-active

contacts and issue resolution, driving

continued improvement in the customer

relationship NPS scores;

>>

Increased operational excellence

performance resulting in service desk

interaction NPS improving 28 points;

>>

Consistently good service delivery has

resulted in continued growth in the

profitability of our top IT Services clients;

and

>>

Significant customer wins creating the

pipeline for FY19 revenue growth.

FINANCIAL PERFORMANCE

Operating revenues increased by

$26 million, or 2.1%, in FY18. The primary

driver of growth was cloud, security and

service management revenue, which grew

$49 million, or 15.5%, reflecting strong

customer demand for ‘as-a-Service’

products. When coupled with growth in

procurement and partners of $9 million,

the revenue growth was substantially more

than the ongoing decline in higher margin

voice and managed data and networks,

albeit at lower margins. Voice revenue

decline accelerated in FY18 largely due to

price pressure on our contact centre

solutions.

Operating expenses increased by

$10 million, or 1.2%, in FY18. Most of the

growth was in operating expenses

required to support the revenue growth in

cloud, security and service management

and procurement and partners. Labour

decreased by $11 million, or 5.2%, with

new employees brought on to support the

growing cloud and security businesses

more than offset by decreases in other

areas through the Quantum programme.

Overall, Spark Digital EBITDA increased by

$16 million, or 4.2%, in FY18, with growth

in cloud, security and service management

and the ongoing cost reduction from

Quantum offsetting underlying higher

margin voice and managed data and

networks declines.

Spark

Digital

Spark Digital provides solutions for

the rapidly evolving needs of

business, enterprise and government

customers to meet the demands of

an increasingly globalised and

mobile customer base. Spark Digital

has unique experience and capability

to deliver customers some of the best

ICT solutions in New Zealand and is

committed to helping customers gain

the competitive advantage that

digital solutions can deliver.

20182017

YEAR ENDED 30 JUNE$M$MCHANGE %

Operating revenues1,2631,2372.1%

Operating expenses(863)(853)1.2%

EBITDA

1

4003844.2%

EBITDA margin31.7%31.0%

Cloud, security and service

management revenue increased

15. 5%

Financial result

1 Costs of change associated with the Quantum programme are excluded from the segment result and are included

within the Corporate Centre as reconciled in note 2.1 of the financial statements.

Page 44Spark New Zealand Annual Report 2018Performance
OPERATIONAL HIGHLIGHTS

>Rolled out 4.5G services to 31 locations

to enhance network performance and

capacity and are now on a pathway

to 5G;

>Successful results at New Zealand’s first

live 5G mobile test site achieving speeds

of 9 Gigabits per second and an indoor

trial achieving speeds of 18 Gigabits per

second;

>Continued decommissioning of the

PSTN network, with removal of

equipment from a total 72 exchanges, or

10%, of the PSTN network;

>Lifted revenue growth momentum in our

distribution business;

>Delivered Phase 1 of Converged

Communication Network, unlocking

further wireless broadband and wireless

voice potential;

>New fibre capacity of 415 kilometres

added to the network, 265 kilometres

built and 150 kilometres leased;

>Delivered efficiency savings through

procurement and supply chain activities

and effective inventory management;

>Sold 50% of Connect 8 Limited to

Electra Limited, with the new joint

venture acquiring Sky Communications

Limited, supporting our fibre expansion

programmes and growth in mobile

capacity;

>Delivered significant improvements to

customer websites, customer app and

customer relationship management

systems, with 71% of customer journeys

now designed digital first;

>Automated 12 high-volume processes

using robotic process automation to

remove manually intensive tasks and

improve customer experience;

>Developed cutting edge data and

automation capabilities through

establishing a data lake, aggregating

100+ terabytes of data; and

>Website and MySpark app updated to

provide the ability to complete more

self-service transactions.

FINANCIAL PERFORMANCE

Operating revenues and other gains

increased by $18 million, or 34.6%, in

FY18. This includes revenues from Chorus,

Telegistics Repair Limited, Connect 8

Limited (prior to the sale of 50% in May

2018) and partnering arrangements.

Mobile revenue and other operating

revenue increased $8 million, or 17.4%,

while voice revenue remained flat. Other

gains of $10 million were recognised in

relation to the sale of 50% of Connect 8.

Operating expenses reduced by

$5 million, or 1.3%, in FY18. This was

primarily driven by a $19 million, or 11.9%,

reduction in labour cost linked to the

Quantum programme. This decrease was

partially offset by a $14 million, or 5.8%,

increase in other operating expenses,

which includes the impact of higher spot

prices on electricity costs, increased direct

network costs and higher other expenses,

partly offset by lower bad debts expense.

Overall, Spark Connect & Platforms

EBITDA improved by $22 million, or 6.3%,

in FY18 due to both increased operating

revenues and other gains and reductions

in operating expenses.

Spark

Connect

& Platforms

20182017

YEAR ENDED 30 JUNE$M$MCHANGE %

Operating revenues and other gains 705234.6%

Operating expenses(394)(399)(1.3%)

Share of associates’ and joint ventures’

net losses(2)(1)100.0%

EBITDA

1

(326)(348)(6.3%)

Spark Connect is responsible for

Spark’s ongoing network

performance and technology

roadmap, core connectivity, physical

infrastructure and shared services

functions, with the objective of

lowering our cost per gigabyte of

data across our networks. Spark

Platforms is responsible for

leveraging previous investments in

our IT re-engineering programme to

re-invent customer experience

through digital and service

transformation.

31

locations have 4.5G

services and promising

5G trials under way

Improving customer

experience using digital first

journeys and automation

Financial result

1 Costs of change associated with the Quantum programme are excluded from the segment result and are included

within the Corporate Centre as reconciled in note 2.1 of the financial statements.

Page 45
OPERATIONAL HIGHLIGHTS

>Growth in Qrious revenue and EBITDA,

resulting from the merger of Qrious and

Ubiquity, key client opportunities for

customer intelligence and engagement

expertise;

>Launched first low-power IoT network

(Lora WAN) with more than 65%

population coverage already achieved;

>Continued decline in voice revenues

offset by strong growth in our Wholesale

backhaul and IoT revenues; and

>Spark Ventures portfolio expanded

through strategic minority investment in

international IoT business GlobeTouch

and acquisitions of Ubiquity and Digital

Island. Further investment was made in

homes.co.nz while Putti investment was

exited.

FINANCIAL PERFORMANCE

Operating revenues across Spark Ventures

& Wholesale decreased by $4 million, or

1.6%, in FY18. This was primarily due to

ongoing rationalisation of wholesale

legacy copper-based voice and data

services, which decreased $24 million, or

15.9%. This continues to be partially offset

by revenue growth in Qrious, IoT, new

wholesale data and mobile services and

revenue from Ubiquity and Digital Island

businesses, which together increased

$20 million, or 36.4%.

Operating expenses increased by

$16 million, or 14.0%, in FY18. This was

due to increased labour costs of $8 million,

primarily associated with the acquisitions

of Ubiquity and Digital Island. Increased

operating expenses to support growth in

Qrious, IoT and Digital Island were partly

offset by cost efficiencies in Wholesale,

Morepork and Ventures support areas.

Additionally, a $7 million impairment

expense was recorded in relation to

long-term investments, inventory and

property, plant and equipment.

Overall, Spark Ventures & Wholesale

EBITDA declined by $19 million, or 14.7%,

in FY18 due to the rationalisation of

legacy-based services by wholesale

customers, higher operating expenses to

support new businesses and impairment

costs, partially offset by earnings growth in

new ventures and reduced share of

associates’ and joint ventures’ net losses.

NB: Spark Ventures and Wholesale

includes Wholesale, Qrious, Morepork and

IoT operations, costs associated with

early-stage proof of concepts and pilots

and, where applicable, share of net profits

or losses associated with associate

investments.

Spark

Ventures

& Wholesale

20182017

YEAR ENDED 30 JUNE$M$MCHANGE %

Operating revenues 240244(1.6%)

Operating expenses(130)(114)14.0%

Share of associates’ and joint ventures’

net losses–(1)(100.0%)

EBITDA

1

110129(14.7%)

EBITDA margin45.8%52.9%

Spark Ventures & Wholesale is

responsible for the development of

a portfolio of new businesses and

services that will create long-term

value for Spark, along with the

stewardship of Spark’s Wholesale

products and services. Through a

balanced portfolio of partner, build,

acquire and invest activity, Spark

Ventures & Wholesale will identify

and unleash new markets, revenue,

business models and capabilities

through three growth engines:

differentiation, adjacencies and new

wholesale services.

Acquisitions of Ubiquity and

Digital Island

Strategic investment in

GlobeTouch and increased

investment in homes.co.nz

Financial result

1 Costs of change associated with the Quantum programme are excluded from the segment result and are included

within the Corporate Centre as reconciled in note 2.1 of the financial statements.

Page 46Spark New Zealand Annual Report 2018Financial statements
Financial

statements

Financial statements47

Notes to the financial statements51

Section 1 – General information

1.1 About this report

1.2 Key estimates and assumptions

1.3 Significant transactions and events in the financial year

Section 2 – Financial performance information

2.1 Segment information

2.2 Operating revenues and other gains

2.3 Operating expenses

2.4 Net finance expense

Section 3 – Operating assets and liabilities

3.1 Receivables and prepayments

3.2 Inventories

3.3 Payables, accruals and provisions

3.4 Property, plant and equipment

3.5 Intangible assets

Section 4 – Group structure

4.1 Long-term investments

4.2 Business combinations

4.3 Subsidiaries

4.4 Joint operation

Section 5 – Funding and risk

5.1 Debt

5.2 Derivatives and hedge accounting

5.3 Financial and capital risk management

5.4 Equity and dividends

Section 6 – Other information

6.1 Net tangible assets

6.2 Taxation

6.3 Employee share schemes

6.4 Related party transactions

6.5 Reconciliation of net earnings to net cash flows

from operating activities

6.6 Commitments

6.7 Contingencies

6.8 New accounting standards not yet adopted

Independent auditor's report84

Page 47
Statement of profit or loss and other comprehensive income

YEAR ENDED 30 JUNE

20182017

NOTES$M$M

Operating revenues and other gains2.2 3,649 3,614

Operating expenses2.3 (2,657) (2,594)

Share of associates’ and joint ventures’ net losses4.1 (3) (4)

Earnings before interest, income tax, depreciation and amortisation 989 1,016

Depreciation and amortisation3.4, 3.5 (434) (430)

Net finance expense2.4 (30) (26)

Net earnings before income tax 525 560

Income tax expense6.2 (140) (142)

Net earnings for the year 385 418

Other comprehensive income

Items that will not be reclassified to profit or loss:

Revaluation of long-term investments designated at fair value

through other comprehensive income (22) (11)

Items that may be reclassified to profit or loss:

Translation of foreign operations – (1)

Cash flow hedges net of tax5.2 (6) 11

Other comprehensive (loss) for the year (28) (1)

Total comprehensive income for the year 357 417

Earnings per share

Basic and diluted earnings per share (cents) 21.0 22.8

Weighted average ordinary shares (millions) 1,834 1,832

Weighted average ordinary shares and options (millions) 1,834 1,834

See accompanying notes to the financial statements.

Page 48Spark New Zealand Annual Report 2018Financial statements
On behalf of the Board

Justine Smyth, Chair Simon Moutter, Managing Director

Authorised for issue on 22 August 2018

Statement of financial position

AS AT 30 JUNE

20182017

NOTES$M$M

Current assets

Cash 55 52

Short-term receivables and prepayments3.1 648 610

Short-term derivative assets5.2 6 –

Inventories3.2 79 94

Taxation recoverable 19 –

Total current assets 807 756

Non-current assets

Long-term receivables and prepayments3.1 258 237

Long-term derivative assets5.2 10 7

Long-term investments4.1 98 108

Property, plant and equipment3.4 1,039 1,070

Intangible assets3.5 1,207 1,153

Total non-current assets 2,612 2,575

Total assets 3,419 3,331

Current liabilities

Short-term payables, accruals and provisions3.3 470 464

Short-term derivative liabilities5.2 – 30

Debt due within one year5.1 249 295

Taxation payable 3 2

Total current liabilities 722 791

Non-current liabilities

Long-term payables, accruals and provisions3.3 21 18

Long-term derivative liabilities5.2 63 45

Long-term debt5.1 948 692

Deferred tax liabilities6.2 124 134

Total non-current liabilities 1,156 889

Total liabilities 1,878 1,680

Equity

Share capital 941 935

Reserves (437) (406)

Retained earnings 1,037 1,122

Total equity 1,541 1,651

Total liabilities and equity 3,419 3,331

See accompanying notes to the financial statements.

Page 49
Statement of changes in equity

SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVE

SHARE-

BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2018NOTES$M$M$M$M$M$M$M

Balance at 30 June 2017 935 1,122 (20) 5 (368) (23) 1,651

Adjustment on adoption of NZ IFRS 9

(net of tax)

3.1,

6.2 – (12) – – – – (12)

Balance at 1 July 2017 935 1,110 (20) 5 (368) (23) 1,639

Net earnings for the year – 385 – – – – 385

Other comprehensive income/(loss) – – (6) – (22) – (28)

Total comprehensive income/(loss) for the year – 385 (6) – (22) – 357

Contributions by, and distributions to, owners:

Dividends5.4 – (458) – – – – (458)

Supplementary dividends – (50) – – – – (50)

Tax credit on supplementary dividends – 50 – – – – 50

Issuance of shares under share schemes 6 – – (3) – – 3

Total transactions with owners 6 (458) – (3) – – (455)

Balance at 30 June 2018 941 1,037 (26) 2 (390) (23) 1,541

SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVE

SHARE-

BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2017NOTE$M$M$M$M$M$M$M

Balance at 1 July 2016 923 1,162 (31) 9 (357) (22) 1,684

Net earnings for the year – 418 – – – – 418

Other comprehensive income/(loss) – – 11 – (11) (1) (1)

Total comprehensive income/(loss) for the year – 418 11 – (11) (1) 417

Contributions by, and distributions to, owners:

Dividends5.4 – (458) – – – – (458)

Supplementary dividends – (59) – – – – (59)

Tax credit on supplementary dividends – 59 – – – – 59

Issuance of shares under share schemes 8 – – (4) – – 4

Other transfers 4 – – – – – 4

Total transactions with owners 12 (458) – (4) – – (450)

Balance at 30 June 2017 935 1,122 (20) 5 (368) (23) 1,651

See accompanying notes to the financial statements.

Page 50Spark New Zealand Annual Report 2018Financial statements
Statement of cash flows

YEAR ENDED 30 JUNE

20182017

NOTES$M$M

Cash flows from operating activities

Cash received from customers 3,508 3,425

Interest receipts 15 14

Dividend receipts 50 66

Payments to suppliers and employees (2,592) (2,609)

Income tax payments (167) (143)

Interest payments (37) (36)

Net cash flows from operating activities6.5 777 717

Cash flows from investing activities

Proceeds from sale of property, plant and equipment 1 27

Proceeds from long-term investments – 6

Proceeds from sale of business 8 –

Payments for purchase of business (51) (4)

Payments for, and advances to, long-term investments (20) (5)

Payments for purchase of property, plant and equipment and intangibles (414) (398)

Capitalised interest paid (8) (6)

Net cash flows from investing activities (484) (380)

Cash flows from financing activities

Net proceeds from debt5.3 174 128

Dividend payments (458) (458)

Payments for finance leases (8) (8)

Receipts from finance leases 2 1

Net cash flows from financing activities (290) (337)

Net cash flow 3 –

Opening cash position 52 52

Closing cash position 55 52

See accompanying notes to the financial statements.

Page 51
1

Notes to the financial statements: General information

Section 1 General information

In this section

This section includes general information to assist in

understanding how these financial statements were prepared.

A summary of significant transactions and events provides a

snapshot of what affected the financial performance and

position of Spark during the year.

1.1 About this report

Reporting entity

These financial statements are for Spark New Zealand Limited

(the Company) and its subsidiaries (together ‘Spark’ or ‘the

Group’).

Spark is a major supplier of telecommunications and digital

services in New Zealand. Spark provides a full range of

telecommunications and information and communications

technology products and services, including: local, national,

international and value-added telephone services; mobile

services, data networks, broadband services, internet TV; IT

services and procurement; equipment sales; and installation

services.

The Company is incorporated and domiciled in New Zealand,

registered under the Companies Act 1993 and is an FMC

reporting entity under the Financial Markets Conduct Act 2013.

The Company is listed on the New Zealand Main Board equity

security market and the Australian Securities Exchange and the

address of its registered office is Spark City, 167 Victoria Street

West, Auckland 1010, New Zealand.

Basis of preparation

The financial statements have been prepared in accordance

with Generally Accepted Accounting Practice in New Zealand

(‘NZ GAAP’). They comply with New Zealand equivalents to

International Financial Reporting Standards (‘NZ IFRS’) and

other applicable Financial Reporting Standards, as appropriate

for profit-oriented entities. The financial statements also comply

with International Financial Reporting Standards (‘IFRS’).

The measurement basis adopted in the preparation of these

financial statements is historical cost, modified by the

revaluation of certain investments and financial instruments as

identified in the accompanying notes. These financial

statements are expressed in New Zealand dollars, which is

Spark’s functional and presentation currency. All financial

information has been rounded to the nearest million, unless

otherwise stated. Certain comparative information has been

updated to conform with the current year’s presentation.

The principal accounting policies applied in the preparation of

these financial statements are set out in the accompanying

notes where an accounting policy choice is provided by NZ

IFRS. A policy is also included when it is new or has changed, is

specific to Spark’s operations or is significant or material.

Where NZ IFRS does not provide an accounting policy choice,

Spark has applied the requirements of NZ IFRS but a detailed

accounting policy is not included.

New and amended standards adopted by Spark

Early adoption of NZ IFRS 9 Financial Instruments (2014)

Spark has early adopted NZ IFRS 9 Financial Instruments (2014)

(NZ IFRS 9), the final version of the standard, which replaces

earlier versions of NZ IFRS 9 and completes the replacement of

NZ IAS 39 Financial Instruments: Recognition and

Measurement. The new standard includes three areas of

change:

1. Classification and measurement of financial instruments;

2. A single, forward-looking, ‘expected loss’ impairment model;

and

3. Substantially reformed approach to hedge accounting.

1. Classification of financial instruments

Spark early adopted Part 1 of NZ IFRS 9 (2009) Financial

Instruments from the year ended 30 June 2010 and adoption of

the final NZ IFRS 9 standard has not required any changes to

Spark’s classification and measurement of financial assets or

financial liabilities.

2. New impairment model

NZ IFRS 9 prescribes an ‘expected credit loss’ model instead of

the previous incurred loss model, so it is no longer necessary

for a trigger event to have occurred before recognising credit

losses. NZ IFRS 9 requires Spark to now base the measurement

of expected credit losses on forward-looking information, as

well as current and historic information. This has resulted in an

increase in provisioning for expected credit losses, as losses

are recognised earlier. Spark has applied the simplified

approach to all balances, which requires the recognition of

lifetime expected credit losses at all times. The cumulative

impact of the change has been adjusted through opening

retained earnings, as shown in the statement of changes in

equity. Refer to note 3.1 for further details on Spark’s expected

credit loss provision measured under the new impairment

model.

3. Hedge accounting

NZ IFRS 9 introduces a new hedge accounting framework that

better aligns with Spark’s risk management objectives and

provides greater flexibility in achieving hedge accounting. This

includes the introduction of an aggregate exposure concept,

being the combination of an exposure and a derivative, which

together, can be designated as a hedged item. NZ IFRS 9 also

includes a more qualitative and forward-looking approach to

assessing hedge effectiveness. There was no financial impact

on adoption. Refer to note 5.2 for further details on Spark’s

hedge accounting.

Amendments to NZ IAS 7 Statement of cash flows

As part of the disclosure initiative, amendments were made to

NZ IAS 7 Statement of cash flows, which introduce additional

disclosure to enable better understanding of changes in

liabilities arising from financing activities. The amendment

became effective for Spark in the current year and a

reconciliation has been provided in note 5.3 (d).

See note 6.8 for details on new accounting standards issued

but not yet adopted.

Page 52Spark New Zealand Annual Report 2018Notes to the financial statements
1.2 Key estimates and assumptions

The preparation of these financial statements requires

management to make estimates and assumptions. These affect

the amounts of revenues and expenses reported for the period

and the measurement of assets and liabilities as at 30 June.

Actual results could differ from these estimates.

The principal areas of judgement for Spark in preparing these

financial statements are found in the following notes:

• Note 2.2 Operating revenues and other gains

• Note 3.1 Receivables and prepayments

• Note 3.4 Property, plant and equipment

• Note 3.5 Intangible assets.

1.3 Significant transactions and events in

the financial year

The following significant transactions and events affected the

financial performance and financial position of Spark for the

year ended 30 June 2018:

Quantum programme (see note 2.3)

• Spark announced on 25 May 2018 that it would be

accelerating its ‘Quantum’ performance improvement

programme to realise financial benefits earlier than

previously envisaged. Costs of change for the year ended

30 June 2018, which include external subject matter

expertise, relocation and property lease costs, restructuring

expenses, programme office functions and product and

system decommissioning costs, totalled $49 million.

Business combinations (see note 4.2)

Spark made a number of acquisitions during the year,

including:

• On 4 July 2017 Spark completed the acquisition of

marketing automation provider Ubiquity. The acquisition

blends the considerable marketing software strengths of

Ubiquity together with the powerful smarts of Spark’s big

data and analytics software business Qrious Limited;

• On 22 November 2017 Spark completed the acquisition of

Digital Island Limited, a New Zealand-based business

telecommunications provider; and

• During the year, Spark issued termination notices and made

payments to third party licensees of 29 retail stores, moving

these stores away from management by dealer partners to

direct Spark management.

Long-term investments (see note 4.1)

• Spark sold 50% of the shares in Connect 8 Limited to

electricity distribution company Electra Limited. As part of

the transaction Connect 8 took full ownership of Electra

Limited subsidiary Sky Communications Limited – a

telecommunications contractor providing design, build and

supply of wireless networks for all of New Zealand’s major

mobile network owners.

Notes to the financial statements: General information

• Spark increased its investment in PropertyNZ Limited on

10 May 2018 to 22.5%. From this date the investment was

classified as an associate and accounted for under the equity

method.

• Spark exited its investment in App La Carte Limited (Putti),

selling its 50% holding on 21 November 2017.

• Spark’s net earnings for the year includes $3 million from our

share of the net losses of associates and joint ventures.

• The fair value of Spark’s investment in Hutchison

Telecommunications Australia Limited decreased by

$22 million during the year due to a decrease in its quoted

share price from A$0.064 to A$0.047. The change in fair

value is recognised within other comprehensive income.

Debt programme (see note 5.1)

• On 31 August 2017 Spark increased its existing committed

revolving facility with Westpac New Zealand Limited,

maturing on 30 November 2020, by $75 million to

$200 million.

• On 31 August 2017 Spark also established a new

$125 million committed revolving facility with MUFG Bank,

Ltd to mature on the 30 November 2022.

• On 20 October 2017 Spark issued A$150 million of 10-year

fixed rate bonds maturing on 20 October 2027. This was

Spark’s inaugural issue using its Australian debt issuance

programme and first offshore long-term debt issuance since

the demerger of Spark and Chorus in November 2011,

adding diversification and tenor benefits to complement

existing domestic funding programmes.

Capital expenditure (see notes 3.4 and 3.5)

• Spark’s additions to property, plant and equipment and

intangible assets were $413 million, details of which are

provided in notes 3.4 and 3.5 and on page 38 of this annual

report.

Dividends (see note 5.4)

• Dividends paid during the year ended 30 June 2018 in

relation to the H2 FY17 second-half dividend (ordinary

dividend of 11 cents per share and special dividend of

1.5 cents per share) and H1 FY18 first-half dividend (ordinary

dividend of 11 cents per share and special dividend of

1.5 cents per share) totalled $458 million or 25.0 cents per

share. Dividends paid during the prior year ended 30 June

2017 totalled $458 million or 25.0 cents per share.

Changes in operating revenue classifications

(see note 2.2)

• Spark updated the break down of operating revenue by type

to provide better information on the nature of operating

revenues. These changes are outlined in note 2.2.

Page 53
2

Notes to the financial statements: Financial performance information

Section 2 Financial performance

information

In this section

This section provides details of Spark’s four operating

segments and their financial performance for the year. Further

details are also provided on the line items that generate Spark’s

net earnings before tax, including operating revenues and

other gains, operating expenses and net finance expense.

2.1 Segment information

Spark’s operating segments at 30 June 2018 are:

• Spark Home, Mobile & Business – provides products,

services and support to consumer and small business

customers. It provides a full range of services and content,

data and voice services across fibre, wireless and copper

broadband, mobile, online video entertainment and

nationwide Wi-Fi zones;

• Spark Digital – integrates IT and telecommunications

services to provide converged ICT solutions for clients;

• Spark Connect & Platforms – responsible for Spark’s network

and IT operations, shared business operations and digital

and service transformation; and

• Spark Ventures & Wholesale – responsible for development

of a portfolio of new businesses and services and the

stewardship of Spark’s wholesale products and services.

In addition to the four operating segments, a Corporate Centre

contains income and expenses not associated with the

operating segments, such as non-operating other gains or

losses, dividends from long-term investments and costs of

providing corporate services, such as communications, legal,

finance and human resources.

The segment results disclosed are based on those reported to

the Managing Director and are how Spark reviews its

performance. Segment results are measured based on

earnings before net finance expense, income tax expense,

depreciation and amortisation and other gains and expenses

not allocated to segments.

The assets and liabilities of Spark are reported and reviewed by

the Managing Director in total and are not allocated by

operating segment. The majority of Spark’s operations are

within New Zealand and there are no other material geographic

segments.

Comparative segment results

Spark has reclassified the comparative segment results to

reflect changes in business unit structures and changes in

accountabilities for managing revenues and costs. This includes

the move of small to medium business customers from Spark

Digital to Spark Home, Mobile & Business, the mobility

business from Spark Digital to Spark Ventures & Wholesale and

other minor changes between business units, including mobile

inbound roaming, interconnect and payphones. There is no

change to the overall Spark reported result because of these

changes.

Restated segment results for each half-year period of FY16,

FY17 and FY18 are available in a separate detailed financials

file on the investor section of Spark’s website at: investors.

sparknz.co.nz/investor-centre.

SPARK HOME,

MOBILE &

BUSINESS

SPARK

DIGITAL

SPARK

CONNECT &

PLATFORMS

SPARK

VENTURES &

WHOLESALETOTAL

YEAR ENDED 30 JUNE 2018$M$M$M$M$M

Mobile1,07016911301,280

Broadband65526–4685

Voice272198696572

Cloud, security and service management8365––373

Procurement and partners4349––353

Managed data and networks4155–31190

Other operating revenue52–4341136

Other gains––10–10

Internal revenue–1–3839

Total segment operating revenues and other gains2,0651,263702403,638

Segment result

1

871400(326)1101,055

1 Costs of change associated with the Quantum programme are excluded from the segment result and are within the Corporate Centre.

Page 54Spark New Zealand Annual Report 2018Notes to the financial statements
SPARK HOME,

MOBILE &

BUSINESS

SPARK

DIGITAL

SPARK

CONNECT &

PLATFORMS

SPARK

VENTURES &

WHOLESALETOTAL

YEAR ENDED 30 JUNE 2017$M$M$M$M$M

Mobile9921717271,197

Broadband66029––689

Voice3212166112655

Cloud, security and service management8316––324

Procurement and partners5340––345

Managed data and networks5163–39207

Other operating revenue49–3928116

Internal revenue–2–3840

Total segment operating revenues2,0401,237522443,573

Segment result853384(348)1291,018

Reconciliation from segment operating revenues and other gains to consolidated operating revenues and

other gains

20182017

YEAR ENDED 30 JUNE$M$M

Segment operating revenues and other gains3,6383,573

Less internal revenue(39)(40)

Other gains not allocated for segmental reporting–20

Dividend income5061

Operating revenues and other gains3,6493,614

Reconciliation from segment result to consolidated net earnings before income tax

20182017

YEAR ENDED 30 JUNE$M$M

Segment result1,0551,018

Net result of corporate revenue and expenses

1

(66)(2)

Depreciation and amortisation(434)(430)

Net finance expense(30)(26)

Net earnings before income tax525560

1 Includes $49 million costs of change excluded from the segment results for the year ended 30 June 2018.

2.2 Operating revenues and other gains

The accounting policies specific to Spark’s operating revenues are outlined below:

Revenue from cloud, security and service management contracts

• Revenue from contractual arrangements, including IT services contracts to design and build IT solutions, generally comprise

multiple products and services. Such contracts often require Spark to integrate a bundle of goods or services that represent a

combined output for the customer. As such, the arrangement is accounted for and revenue recognised in relation to these

bundled goods and services or the contract as a whole.

• Costs incurred to fulfil such contractual arrangements may be deferred and recognised in operating expenses over the life of the

contract to the extent that they are recoverable from future revenue.

Key estimates and assumptions

The revenue recognition on contracts that span more than one accounting period may be impacted by estimates of the

total costs, ultimate profitability or other appropriate inputs. These revenues are also subject to ongoing profitability

reviews of underlying contracts to determine whether the latest estimates applied remain appropriate.

2.1 Segment information (continued)

Notes to the financial statements: Financial performance information

Page 55
2

2.2 Operating revenues and other gains (continued)

Revenue arrangements with multiple elements

• Where multiple products or services are sold in a single arrangement, revenue is recognised in relation to each distinct good or

service. When products or services are not considered to be distinct, they are combined into a bundle that is distinct or the

arrangement is accounted for as a whole.

• A product or service is distinct where, amongst other criteria, a customer can benefit from it on its own or together with other

resources that are readily available.

• Revenue is allocated to each distinct product or service in proportion to its fair value and recognised when, or as, control is

transferred to the customer.

• Generally, control for products is transferred and revenue recognised at the point in time it is delivered to the customer and for

services, control is transferred, and revenue recognised, over time as the service is provided.

Key estimates and assumptions

Determining the fair value of distinct products or services in revenue arrangements with multiple deliverables can be

complex and is subject to judgement.

20182017

YEAR ENDED 30 JUNE$M$M

Operating revenues

Mobile 1,280 1,197

Broadband 685 689

Voice 572 655

Cloud, security and service management 373 324

Procurement and partners 353 345

Managed data and networks 190 207

Dividend income 50 61

Other operating revenue 136 116

3,639 3,594

Other gains

Gain on sale 10 20

10 20

Total operating revenues and other gains 3,649 3,614

Operating revenues

Operating revenues include $2,881 million from the rendering of services (30 June 2017: $2,884 million), $372 million from the

sale of goods (30 June 2017: $328 million) and $336 million of IT procurement revenues (30 June 2017: $321 million).

Spark has revised the categories of operating revenues presented to provide more relevant information on the nature of the

revenue. This has resulted in the disaggregation of the previously reported ‘IT services’ revenue category as outlined below:

Revenue typePrevious categoryNew category

Cloud, security and service managementIT servicesCloud, security and service management

Procurement and partnersIT servicesProcurement and partners

VideoconferencingIT servicesVoice

NetworksIT servicesManaged data and networks

Mobility revenueIT servicesOther operating revenue

Gain on sale

In the year ended 30 June 2018 a gain on sale of $10 million arose from the sale of 50% of Connect 8 Limited, being the difference

between the proceeds received and the fair value of Spark’s retained 50% interest and the net assets sold. In the year ended

30 June 2017 Spark sold surplus land in Mayoral Drive, Auckland for cash proceeds of $27 million. The land had a carrying value of

$7 million, resulting in a gain on sale of $20 million.

Page 56Spark New Zealand Annual Report 2018Notes to the financial statements
2.3 Operating expenses

20182017

YEAR ENDED 30 JUNE$M$M

Payments to telecommunications operators 651 690

Mobile acquisition, procurement and IT services 918 856

Labour 513 550

Other operating expenses

Direct network costs 62 60

Computer costs 84 82

Accommodation costs 105 99

Advertising, promotions and communication 84 69

Bad debts 16 18

Costs of change 49 –

Impairments 7 2

Other 168 168

575 498

Total operating expenses 2,657 2,594

Costs of change

Costs of change associated with Spark’s ‘Quantum’ programme totalled $49 million during the year ended 30 June 2018. Costs of

change include external subject matter expertise ($12 million), relocation and property lease costs ($4 million, including

impairments of $2 million), restructuring expenses ($26 million), programme office functions ($3 million, including $2 million of

labour) and product and system decommissioning costs ($4 million, including impairments of $1 million).

Costs of change have been separately classified within operating expenses for the year ended 30 June 2018 in accordance with

Spark’s policy (outlined on page 40) of presenting ‘Adjusted EBITDA’ and ‘Adjusted net earnings’ where significant or unusual items

are greater than $25 million.

Cost of inventories recognised as an expense

The cost of inventories recognised as an expense in relation to broadband modems, mobile devices and other accessories was

$389 million (30 June 2017: $335 million).

Donations

Donations for the year ended 30 June 2018 were $2,346,000, comprised of Spark’s donation to the Spark Foundation of

$2,321,000 and other donations of $25,000 (30 June 2017: $2,283,000, comprised of the Spark Foundation donation of

$2,271,000 and other donations of $12,000). Spark made no donations to political parties in the years ended 30 June 2018 or

30 June 2017.

Auditor’s remuneration

20182017

YEAR ENDED 30 JUNE$’000$’000

Audit of financial statements

Audit and review of financial statements

1

1,079 1,240

Other services

Regulatory audit work

2

52 52

Other assurance services

3

101 31

Total fees paid to auditor 1,232 1,323

1 The audit fee includes fees for both the annual audit of the financial statements and the review of the interim financial statements.

2 Regulatory audit work consists of the audit of telecommunications-related regulatory disclosures.

3 Other assurance services relate to reporting on trust deed requirements, solvency returns and other compliance services.

Notes to the financial statements: Financial performance information

Page 57
2

2.4 Net finance expense

20182017

YEAR ENDED 30 JUNE$M$M

Finance income

Finance lease income 14 14

Interest income from cash 1 1

Other interest income 1 1

16 16

Finance expense

Finance expense on long-term debt

1

(41) (36)

Other interest and finance expenses (13) (12)

(54) (48)

Plus: interest capitalised 8 6

(46) (42)

Net finance expense (30) (26)

1 Includes $4 million transferred from the cash flow hedge reserve for the year ended 30 June 2018 (30 June 2017: $4 million).

Interest was capitalised on property, plant and equipment and intangible assets under development for the year ended 30 June

2018 at an annualised rate of 4.6% (30 June 2017: 4.5%).

Page 58Spark New Zealand Annual Report 2018Notes to the financial statements
Notes to the financial statements: Operating assets and liabilities

Section 3 Operating assets and liabilities

In this section

This section provides details on the operating assets and liabilities of Spark, including working capital balances, such as

receivables, inventories and payables, together with long-term assets that are used to provide goods and services to our

customers, such as property, plant and equipment and intangible assets.

3.1 Receivables and prepayments

20182017

AS AT 30 JUNE$M$M

Short-term receivables and prepayments

Trade receivables 262 263

Unbilled revenue 239 203

Prepayments 89 81

Finance lease receivables 9 8

Other receivables 49 55

648 610

Long-term receivables and prepayments

Unbilled revenue 57 47

Finance lease receivables 131 131

Other receivables 70 59

258 237

Amounts are stated at their net carrying value, including expected credit loss allowance provisions. The fair value of finance lease

receivables is estimated to be $208 million (30 June 2017: $243 million) and the carrying amount of all other receivables,

measured at amortised cost, are approximately equivalent to their fair value because of the short term to maturity.

Finance lease receivables

Spark has a number of leases for space in exchange buildings, including as a lessor for space in Spark exchanges and a lessee for

space in Chorus exchanges. These leases include a legal right of offset, as Spark and Chorus settle the payments on a net basis and

are therefore shown as a net finance lease receivable on the statement of financial position.

The profile of lease net receipts is set out below:

20182017

UNDISCOUNTEDDISCOUNTEDUNDISCOUNTEDDISCOUNTED

AS AT 30 JUNE$M$M$M$M

Less than one year 9 9 9 8

Between one and five years 51 38 46 34

More than five years 337 93 354 97

Finance lease receivable 397 140 409 139

Less unearned finance income (257)– (270)–

Present value of finance lease receivable 140 140 139 139

Short-term finance lease receivable 9 8

Long-term finance lease receivable 131 131

The leases have multiple rights of renewal and the full lease terms have been used in the calculation of the net financial lease

receivable, as it is likely that due to the specialised nature of the buildings, the leases will be renewed to the maximum terms.

Page 59
3

Expected credit loss allowance provision

As outlined in note 1.1 Spark has early adopted the final version of NZ IFRS 9, which includes a single, forward-looking, ‘expected

loss’ impairment model. The expected credit loss allowance provision was recalculated using the new NZ IFRS 9 model as at 1 July

2017 and the cumulative impact of the change has been adjusted through retained earnings and as such no comparative

information has been presented.

Movements in the loss allowance provision for the year ended 30 June 2018, including this adjustment, are as follows:

YEAR ENDED 30 JUNE 2018$M

Closing loss allowance as at 30 June 2017 (calculated under NZ IAS 39) 14

Adjustment on adoption of NZ IFRS 9 17

Opening expected credit loss allowance as at 1 July 2017 (calculated under NZ IFRS 9) 31

Charged to costs and expenses 19

Bad debts recovered (2)

Utilised(18)

As at 30 June 2018 30

Spark has applied the simplified approach to providing for expected credit losses, which requires the recognition of a lifetime

expected loss provision for trade receivables, unbilled revenue, finance lease receivables and other receivables. This has resulted

in an increase in provisioning for expected credit losses on application of NZ IFRS 9, as losses are recognised earlier. Previously,

allowances for credit losses were only recognised when a trigger event occurred, such as late or non-payment. Further, the level of

provisioning was based primarily on historical information and trends in relation to recoverability.

The loss allowance provision recognised under NZ IFRS 9 now includes expected credit loss provisions for certain trade

receivables, unbilled receivables, finance lease receivables and other receivables for which provisions were previously not

recognised. Further, the calculation of the allowance provision now incorporates forward-looking information, such as forecasted

economic conditions.

The expected credit loss allowance provision has been determined as follows:

Current≤ 1 Month> 1 MonthTotal

AS AT 30 JUNE 2018$M$M$M$M

Expected loss rate2.9%7.7%20.0%3.5%

Gross carrying amount 796 26 25 847

Expected credit loss allowance provision 23 2 5 30

Short-term loss allowance provision 22

Long-term loss allowance provision8

The composition of the loss allowance provision between receivable types is as follows:

AS AT 30 JUNE 2018$M

Trade receivables 14

Unbilled revenue 10

Finance lease receivables 5

Other receivables 1

Expected credit loss allowance provision 30

Key estimates and assumptions

The expected credit loss allowance provision is determined based on assumptions about the risk of default and expected

loss rates of customers and other counterparties. Spark uses judgement in making these assumptions and selecting the

inputs to the impairment calculation based on Spark’s past collection history, existing market conditions, as well as

forward-looking estimates at the end of the reporting period. Forward-looking estimates include assessment of

forecasted changes to interest rates, unemployment rates and gross domestic product in New Zealand.

3.1 Receivables and prepayments (continued)

Page 60Spark New Zealand Annual Report 2018Notes to the financial statements
Notes to the financial statements: Operating assets and liabilities

3.2 Inventories

20182017

AS AT 30 JUNE$M$M

Goods held for resale 64 65

Content rights inventory 13 26

Maintenance materials and consumables 2 3

Total inventories 79 94

Content rights inventory

Spark enters into contracts for the right to stream digital content for sport and to subscribers of Lightbox. Content rights are stated

at the lower of cost and net realisable value, less accumulated amortisation. The amortisation of content rights is recognised within

operating expenses on a straight-line basis over their licence periods or, for live sports content, over its broadcast period. The

content rights amortisation charge for the year ended 30 June 2018 was $20 million (30 June 2017: $19 million).

3.3 Payables, accruals and provisions

20182017

AS AT 30 JUNE$M$M

Short-term payables, accruals and provisions

Trade accounts payable 280 271

Revenue billed in advance 90 94

Accrued personnel costs 48 51

Provisions 16 8

Other payables and accruals 36 40

470 464

Long-term payables, accruals and provisions

Provisions 8 7

Other payables and accruals 13 11

21 18

Trade accounts payable are financial instruments and held at amortised cost.

Provisions

Total provisions as at 30 June 2018 were $24 million (30 June 2017: $15 million). New provisions of $18 million were made during

the year (30 June 2017: $13 million) and provisions of $9 million were utilised or released (30 June 2017: $11 million).

The largest portion of the provisions relate to restructuring provisions of $11 million (30 June 2017: $4 million) and onerous leases

and make-good property provisions of $6 million (30 June 2017: $6 million).

Page 61
3

3.4 Property, plant and equipment

TELECOMMUNI-

CATIONS

EQUIPMENT

AND PLANT

FREEHOLD

LANDBUILDINGS

OTHER

ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2018$M$M$M$M$M$M

Opening net book value678 60 227 100 5 1,070

Additions– – 12 – 222 234

Transfers153 – – 67 (220)–

Acquisitions1 – – 2 – 3

Disposals(3)– – – – (3)

Impairments– – (2)– – (2)

Depreciation charge(191)– (29)(43)– (263)

Closing net book value638 60 208 126 7 1,039

AS AT 30 JUNE 2018

Cost3,890 60 544 600 7 5,101

Accumulated depreciation and impairment losses(3,252)– (336)(474)– (4,062)

Closing net book value638 60 208 126 7 1,039

TELECOMMUNI-

CATIONS

EQUIPMENT

AND PLANT

FREEHOLD

LANDBUILDINGS

OTHER

ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2017$M$M$M$M$M$M

Opening net book value 705 67 240 78 14 1,104

Additions – – 18 – 201 219

Transfers 148 – – 62 (210) –

Acquisitions – – – 4 – 4

Disposals – (7) – – – (7)

Depreciation charge (175) – (31) (44) – (250)

Closing net book value 678 60 227 100 5 1,070

AS AT 30 JUNE 2017

Cost 3,743 60 533 535 5 4,876

Accumulated depreciation and impairment losses (3,065) – (306) (435) – (3,806)

Closing net book value 678 60 227 100 5 1,070

Page 62Spark New Zealand Annual Report 2018Notes to the financial statements
3.4 Property, plant and equipment (continued)

Key estimates and assumptions

Spark’s property, plant and equipment is measured at cost and depreciation is charged on a straight-line basis over the

estimated useful lives. Determining the appropriate useful life of an asset of property, plant and equipment requires

management judgement, including the expected period of service potential, the likelihood technological advances will

make the asset obsolete, the likelihood of Spark ceasing to use it and the effect of government regulation.

The estimated useful lives of Spark’s property, plant and equipment is as follows:

Telecommunications equipment and plant

Junctions and trunk transmission systems 10 – 50 years

Switching equipment 5 – 12 years

Customer premises equipment 3 – 5 years

Other network equipment 2 – 25 years

Buildings 9 – 50 years

Other assets

Motor vehicles 6 years

Furniture and fittings 2 – 25 years

Computer equipment 3 – 5 years

The assessment of assets for impairment is based on a large number of factors; such as changes in current competitive

conditions, expectations of growth in the telecommunications industry, the discontinuance of services, the expected

future cash flows an asset is expected to generate and other changes in circumstances that indicate an impairment exists.

Key judgements include rates of expected revenue growth or decline, expected future margins and the selection of an

appropriate discount rate for valuing future cash flows.

Notes to the financial statements: Operating assets and liabilities

Page 63
3

3.5 Intangible assets

SOFTWARECAPACITY

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2018$M$M$M$M$M$M$M

Opening net book value 291 255 194 63 194 156 1,153

Additions

1

– 16 1 – – 162 179

Transfers 150 – – – – (150) –

Acquisitions – – – 33 22 – 55

Disposals – – – (2) (3) – (5)

Impairments – – – (4) – – (4)

Amortisation charge (127) (20) (16) (8) – – (171)

Closing net book value 314 251 179 82 213 168 1,207

AS AT 30 JUNE 2018

Cost 1,943 645 271 127 261 168 3,415

Accumulated amortisation and

impairment losses (1,629) (394) (92) (45) (48) – (2,208)

Closing net book value 314 251 179 82 213 168 1,207

1 Total software capitalised in the year ended 30 June 2018 includes $56 million of internally generated assets.

SOFTWARECAPACITY

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2017$M$M$M$M$M$M$M

Opening net book value 269 236 209 72 188 157 1,131

Additions

1

– 36 – – – 160 196

Transfers 161 – – – – (161) –

Acquisitions – – – – 6 – 6

Amortisation charge (139) (17) (15) (9) – – (180)

Closing net book value 291 255 194 63 194 156 1,153

AS AT 30 JUNE 2017

Cost 1,794 629 270 100 242 156 3,191

Accumulated amortisation and

impairment losses (1,503) (374) (76) (37) (48) – (2,038)

Closing net book value 291 255 194 63 194 156 1,153

1 Total software capitalised in the year ended 30 June 2017 includes $26 million of internally generated assets.

Key estimates and assumptions

Intangible assets are amortised over their useful lives on a straight-line basis, except goodwill, which is tested for

impairment annually. Determining the appropriate useful life of an intangible asset requires management judgement,

including its expected period of service potential, the likelihood technological advances will make it obsolete and the

likelihood of Spark ceasing to use it.

The estimated useful lives of Spark intangible assets is as follows:

Software 2 – 8 years

Capacity 15 – 25 years

Spectrum licences 17 – 20 years

Other intangible assets

Customer contracts and brands 5 – 10 years

Other intangible assets 5 – 80 years

Page 64Spark New Zealand Annual Report 2018Notes to the financial statements
Goodwill

Goodwill by cash-generating unit (CGU) is presented below:

20182017

AS AT 30 JUNE$M$M

Spark Home, Mobile & Business 28 27

Spark Digital 140 140

Revera 7 7

Digital Island 13 –

Qrious 5 –

Computer Concepts 20 20

213 194

Goodwill of $22 million was recognised on acquisition of Ubiquity and Digital Island, as outlined in note 4.2, including $4 million

allocated to the Spark Home, Mobile & Business and Spark Digital CGU’s. Goodwill of $3 million was derecognised on the sale of

50% of Connect 8.

During the years ended 30 June 2018 and 30 June 2017 no impairment arose as a result of the assessment of goodwill. Headroom

currently exists in each CGU and, based on sensitivity analysis performed, no reasonably possible changes in the assumptions

would cause the carrying amount of the CGUs to exceed their recoverable amounts.

Key estimates and assumptions

Goodwill is assessed annually for impairment by estimating the future cash flows, based on Board-approved business

plans, with key assumptions being forecast earnings and capital expenditure for each CGU. The forecast financial

information is based on both past experience and future expectations of CGU performance. The major inputs and

assumptions used in performing an impairment assessment that require judgement include revenue forecasts, operating

cost projections, customer numbers and customer churn, discount rates, growth rates and future technology paths.

Nil terminal growth was applied to all CGUs except Qrious, where 2% was applied and a pre-tax discount rate of 10.1%

was utilised for the year ended 30 June 2018 (30 June 2017: 11.2%).

3.5 Intangible assets (continued)

Notes to the financial statements: Operating assets and liabilities

Page 65
4

Section 4 Group structure

In this section

Spark is comprised of a number of subsidiary companies, together with other long-term investments, including a number of

associates and joint ventures – entities where Spark has significant influence or joint control through an ownership holding of 50%

or less but not control. This section includes information on these holdings, together with details on Spark’s joint operation and

significant subsidiaries.

4.1 Long-term investments

20182017

AS AT 30 JUNE$M$M

Shares in Hutchison 69 91

Investment in associates and joint ventures 21 13

Other long-term investments 8 4

98 108

Spark holds a 10% interest in Hutchison Telecommunications Australia Limited (Hutchison) which is quoted on the Australian

Securities Exchange (ASX) and its fair value is measured using the observable market share price as quoted on the ASX, classified

as being within level one of the fair value hierarchy. As at 30 June 2018 the quoted price of Hutchison’s shares on the ASX was

AUD$0.047 (30 June 2017: AUD$0.064).

Investment in associates and joint ventures

Spark’s investment in associates and joint ventures at 30 June 2018 consists of the following:

NAMETYPECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Connect 8 LimitedJoint VentureNew Zealand50%Fibre network construction

Feenix Communications LimitedAssociateNew Zealand30%Supplier of network services

Lightbox Sport General Partner LimitedJoint VentureNew Zealand50%A holding company

NOW New Zealand LimitedAssociateNew Zealand37%Internet service provider

Pacific Carriage Holdings LimitedAssociateBermuda50%A holding company

PropertyNZ Limited (homes.co.nz)AssociateNew Zealand23%Property data website

Rural Connectivity Group LimitedJoint VentureNew Zealand33%Rural broadband

Southern Cross Cables Holdings LimitedAssociateBermuda50%A holding company

TNAS LimitedJoint VentureNew Zealand50%Telecommunications development

Vigil Monitoring Limited (Jupl)AssociateNew Zealand26%Healthcare technology

All investments in associates and joint ventures are measured using the equity method and none are considered to be individually

material. Changes in the aggregate carrying amount of Spark’s investment in associates and joint ventures was as follows:

ASSOCIATESJOINT VENTURESTOTAL

201820172018201720182017

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Investment at the beginning of the year 13 18 – 5 13 23

Opening value on transfer to equity method 2 – 8 – 10 –

Additional investment during the year 2 1 3 – 5 1

Adjustment on consolidation of Connect 8 Limited – – – (4) – (4)

Dividends received – – – (1) – (1)

Impairments (4) (2) – – (4) (2)

Share of net losses (3) (4) – – (3) (4)

Investment at the end of the year 10 13 11 – 21 13

Notes to the financial statements: Group structure

Page 66Spark New Zealand Annual Report 2018Notes to the financial statements
Spark’s exit of App La Carte Limited and write down of its holding in Vigil Monitoring Limited resulted in impairments of $4 million

during the year ended 30 June 2018.

Spark has suspended equity accounting for Pacific Carriage Holdings Limited and Southern Cross Cables Holdings Limited

(together ‘Southern Cross’) as their carrying value has been reduced to nil. Spark has no obligation to fund Southern Cross’ deficits

or repay dividends. Spark’s share of Southern Cross profits not recognised for the year ended 30 June 2018 was $51 million (30

June 2017: $46 million) due to the existence of historic cumulative Southern Cross deficits not recognised.

4.2 Business combinations

Business combinations during the year include:

• On 4 July 2017 Spark acquired 100% of the ordinary shares of Ubiquity Software Limited and the business assets of the Ubiquity

Technologies Trust (together ‘Ubiquity’). Ubiquity is a marketing automation provider and the acquisition blends its considerable

marketing software strengths together with the powerful smarts of Spark’s big data and analytics software business Qrious

Limited.

• On 22 November 2017 Spark acquired 100% of the ordinary shares of Digital Island Limited (Digital Island). Digital Island is a

New Zealand-based business telecommunications provider.

• During the year Spark issued termination notices and made payments to third party licensees of 29 retail stores, moving these

stores away from management by dealer partners to direct management. Moving away from a dealer partner model to directly

owned retail stores allows Spark to showcase digital experiences to customers in an interactive retail environment and create

consistent experiences for customers. The reacquired licensee rights have been measured at fair value and recognised as an

intangible asset.

Total consideration paid in relation to these transactions was $51 million. Goodwill recognised from the acquisitions of $22 million

has been allocated to the CGU that is expected to benefit from the synergies of the transaction. Goodwill of $13 million has been

allocated to the Digital Island CGU, $5 million to the Qrious CGU and $4 million to the Spark Home, Mobile & Business and Spark

Digital CGUs.

The following values were recognised in the financial statements in respect of the Ubiquity, Digital Island and retail store

transactions:

2018

$M

Assets

Short-term receivables and prepayments 3

Inventories 2

Property, plant and equipment 3

Intangible assets 33

Goodwill 22

Total assets 63

Liabilities

Short-term payables, accruals and provisions 5

Deferred tax liabilities 4

Total liabilities 9

Net assets acquired 54

Ubiquity and Digital Island contributed operating revenues of $21 million for the period to 30 June 2018. If the acquisitions had

occurred on 1 July 2017, it is estimated that the contribution to Spark’s operating revenues would have been $29 million.

Notes to the financial statements: Group structure

4.1 Long-term investments (continued)

Page 67
4

4.3 Subsidiaries

Subsidiaries are all entities over which Spark has control. The significant subsidiary companies of Spark and their activities are as

follows:

NAMECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Computer Concepts LimitedNew Zealand100%IT infrastructure and business cloud services

Digital Island LimitedNew Zealand100%Business telecommunications provider

Gen-i Australia Pty Limited Australia100%Provides outsourced telecommunications services

Lightbox New Zealand LimitedNew Zealand100%Subscription video-on-demand service

Qrious LimitedNew Zealand100%Big data analytics and marketing automation business

Revera LimitedNew Zealand100%IT infrastructure and data centre provider

Spark Finance LimitedNew Zealand100%A Group finance company and issuer of debt securities

Spark New Zealand Trading LimitedNew Zealand100%

Provides local, national and international telephone and data

services

Spark Retail Holdings LimitedNew Zealand100%Retailer of telecommunications products and services

TCNZ (Bermuda) LimitedBermuda100%A holding company

Teleco Insurance LimitedBermuda100%A Group insurance company

Telecom New Zealand USA LimitedUnited States100%Provides international wholesale telecommunications services

Telecom Southern Cross LimitedNew Zealand100%A holding company

The financial year end of all significant subsidiaries is 30 June.

The following changes in relation to Spark’s subsidiaries occurred during the year ended 30 June 2018:

• Spark New Zealand Trading Limited aquired Digital Island Limited on 22 November 2017;

• Spark New Zealand Trading Limited sold 50% of Connect 8 Limited to Electra Limited on 22 May 2018; and

• Qrious Limited aquired Ubiquity Software Limited on 4 July 2017. Ubiquity Software Limited was deregistered from the

New Zealand Companies Register effective 2 June 2018, with its business operations transferred to Qrious Limited.

4.4 Joint operation

Spark has entered into a joint arrangement in relation to the construction and operation of the Tasman Global Access fibre-optic

submarine cable between Australia and New Zealand. As at 30 June 2018 the carrying value of Spark’s share of property, plant and

equipment in the joint operation was $36 million (30 June 2017: $39 million).

Page 68Spark New Zealand Annual Report 2018Notes to the financial statements
Section 5 Funding and risk

In this section

This section provides details on Spark’s funding, derivatives, hedge accounting and the financial and capital risks that arise from

our operations. This includes our exposure to currency, interest rate, credit and liquidity risks and our strategy for managing them.

Spark also manages capital (equity and debt) considering shareholders’ interests and our credit rating.

5.1 Debt

Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is classified and

measured at amortised cost plus, for hedged liabilities that are in a fair value hedging relationship, adjustments for fair value

changes attributable to the risk being hedged. Any difference between cost and redemption value (including fair value changes) is

recognised in the statement of profit or loss over the period of the borrowings, using the effective interest rate method.

20182017

AS AT 30 JUNE$M$M

FACE VALUEFACILITYCOUPON RATEMATURITY

Short-term debt

Short-term borrowingsVariable< 1 month – 6

Commercial paperVariable< 5 months 149 149

149 155

Bank funding

MUFG Bank, Ltd100 million NZDVariable13/03/2018 – 100

Bank of New Zealand100 million NZDVariable31/10/2018 100 90

Westpac New Zealand Limited200 million NZDVariable30/11/2020 50 –

MUFG Bank, Ltd125 million NZDVariable30/11/2022 125 –

275 190

Domestic notes

250 million NZD5.25%25/10/2019 250 250

100 million NZD4.50%25/03/2022 102 102

100 million NZD4.51%10/03/2023 104 102

125 million NZD3.94%07/09/2026 120 116

576 570

Foreign currency Medium Term Notes

Euro Medium Term Notes – 22 million GBP5.63%14/05/2018 – 40

Euro Medium Term Notes – 18 million GBP5.75%06/04/2020 34 32

Australian Medium Term Notes – 150 million AUD4.00%20/10/2027 163 –

197 72

1,197 987

Debt due within one year 249 295

Long-term debt 948 692

None of Spark’s debt is secured and all debt ranks equally with other liabilities. There are no financial covenants over Spark’s debt,

however, there are certain triggers in the event of default, as defined in the various debt agreements. There have been no events of

default over Spark’s debt in the years ended 30 June 2018 and 30 June 2017.

The fair value of long-term debt, including amounts due within one year, (calculated based on the present value of future principal

and interest cash flows, discounted at market interest rates at balance date) was $1,072 million compared to a carrying value of

$1,048 million as at 30 June 2018 (30 June 2017: fair value of $862 million compared to a carrying value of $832 million).

Notes to the financial statements: Funding and risk

Page 69
5

5.2 Derivatives and hedge accounting

20182017

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

AS AT 30 JUNE$M$M$M$M

Designated in a cash flow hedge7 (52)2 (61)

Designated in a fair value hedge6 (5)3 (9)

Other3 (6)2 (5)

16 (63)7 (75)

Short-term derivatives6 – – (30)

Long-term derivatives10 (63)7 (45)

Spark’s derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest and

foreign exchange. This represents a level two measurement under the fair value measurement hierarchy, being inputs other than

quoted prices included within level one that are observable for the asset or liability. As at 30 June 2018 and 30 June 2017 no

derivative financial assets or derivative financial liabilities have been offset in the statement of financial position. The potential for

offsetting of any derivative financial instruments is immaterial.

Hedge accounting

Derivatives are hedge accounted when they are designated into an effective hedge relationship as a hedging instrument. The

nature and the effectiveness of the hedge accounting relationship will determine where the gains and losses on remeasurement

are recognised. Derivatives are designed as:

• Fair value hedges, where the derivative is used to manage interest rate risk in relation to debt;

• Cash flow hedges, where the derivative is used to manage the variability in cash flows of highly probable forecast transactions; and

• Dual fair value and cash flow hedges, where the derivative is used to hedge the interest rate risk on foreign debt and the

variability in cash flows due to movements in foreign exchange rates.

At inception, each hedge relationship is formalised in hedge documentation. Hedge accounting is discontinued when the hedge

instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Spark determines the existence of

an economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of

respective cash flows, reference interest rates, tenors, repricing dates, maturities and notional amounts. Spark assesses whether the

derivative designated in each hedging relationship is expected to be, and has been, effective in offsetting the changes in cash

flows of the hedged item using the hypothetical derivative method.

Derivatives in hedge relationships are designated based on a hedge ratio of 1:1. In these hedge relationships the main source of

ineffectiveness is the effect of the counterparty and Spark’s own credit risk on the fair value of the derivatives, which is not reflected

in the change in the fair value of the hedged item attributable to changes in foreign exchange and interest rates.

Cash flow hedges

Cross-currency interest rate swaps and interest rate swaps are jointly designated in cash flow hedges to manage interest and

foreign exchange rate risk on debt. The hedged cash flows will affect Spark’s statement of profit or loss and other comprehensive

income as interest and principal amounts are repaid over the remaining term of the debt.

Interest rate swaps are designated in cash flow hedges to manage the interest rate exposure of highly probable forecast variable

rate debt and aggregate variable interest rate exposures created by swapping fixed rate into variable rate debt.

Spark also enters into forward exchange contracts to hedge forecast foreign currency purchases, the majority expected to be made

within 12 months. The related cash flows are recognised in the statement of profit or loss and other comprehensive income over

this period.

A reconciliation of movements in the cash flow hedge reserve, net of tax, is outlined below:

20182017

YEAR ENDED 30 JUNE$M$M

Balance at the beginning of the year (20) (31)

Gain/(loss) recognised in other comprehensive income (13) 12

Amount reclassified to finance expense 3 3

Amount reclassified to property, plant and equipment/intangible assets and inventory 4 (4)

Total movements to other comprehensive income/(loss) (6) 11

Balance at the end of the year (26) (20)

Other amounts deferred in equity will be transferred to the statement of profit or loss over the next seven years (30 June 2017:

eight years). As at 30 June 2018 the cost of hedging reserve was nil (30 June 2017: nil).

Page 70Spark New Zealand Annual Report 2018Notes to the financial statements
Fair value hedges

Interest rate swaps are designated in a fair value hedge to manage interest rate risk in relation to debt. The gain or loss from

remeasuring the interest rate swaps and debt at fair value is recognised in the statement of profit or loss and other comprehensive

income.

During the year ended 30 June 2018 Spark recognised a $6 million gain on fair value hedges and a $6 million loss on hedged

exposures (30 June 2017: $14 million loss on fair value hedges and a $14 million gain on hedged exposures) and there has been

no material ineffectiveness on fair value hedging relationships.

Dual fair value and cash flow hedges

Spark issued Australian dollar (AUD) denominated debt on 12 October 2017. As part of Spark’s risk management policy, cross-

currency interest rate swaps were entered into to convert all of the proceeds of the debt issuance to New Zealand dollars and

convert the foreign currency fixed rate of the debt issuance to a New Zealand dollar floating rate. To mitigate profit or loss volatility,

the cross-currency interest rate swaps were designated into a dual fair value and cash flow hedge relationship. The cross-currency

basis element of the cross-currency interest rate swaps are excluded from the designation and are separately recognised in other

comprehensive income in a cost of hedging reserve.

For fair value hedges, the gain or loss from remeasuring the cross-currency interest rate swaps and debt at fair value is recognised

in the statement of profit or loss and other comprehensive income. For cash flow hedges, gains or losses deferred in the cash flow

hedge reserve will be reclassified to Spark’s statement of profit or loss and other comprehensive income as interest and principal

amounts are repaid over the remaining term of the debt.

The change in fair value of the hedging instrument relating to the foreign currency basis component of the cross-currency

interest-rate swap is recognised in other comprehensive income and accumulated in a separate cost of hedging equity reserve.

Subsequently, the cumulative amount is transferred to profit or loss at the same time as the hedged item impacts profit or loss.

The details of the hedging instruments as at 30 June 2018 are as follows:

NOTIONAL

AMOUNT OF

HEDGING

INSTRUMENT

STATEMENT OF

FINANCIAL

POSITION LINE

ITEM

CARRYING AMOUNT OF THE

HEDGING INSTRUMENT

CHANGE IN

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESSASSETSLIABILITIES

AS AT 30 JUNE 2018$M$M$M

Cash flow hedges

Cross-currency swap GBP

1

18m Derivatives – (10) (10)

Interest rate swaps NZD 786m Derivatives – (36) (36)

Forward foreign-exchange contracts NZD 131m Derivatives 7 – 7

Fair value hedges

Interest rate swaps NZD 265m Derivatives 6 (5) 1

Fair value and cash flow hedges

Cross-currency swaps AUD 150m Derivatives – (6) (6)

13 (57) (44)

1 Great British pounds sterling

Notes to the financial statements: Funding and risk

5.2 Derivatives and hedge accounting (continued)

Page 71
5

The details of hedged items as at 30 June 2018 are as follows:

STATEMENT OF

FINANCIAL POSITION

LINE ITEM

CARRYING AMOUNT OF THE HEDGED

ITEM

ACCUMULATED AMOUNT OF FAIR

VALUE HEDGE ADJUSTMENTS ON

THE HEDGED ITEM INCLUDED IN THE

CARRYING AMOUNT OF THE HEDGED

ITEM

CHANGE IN

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESSASSETSLIABILITIESASSETSLIABILITIES

AS AT 30 JUNE 2018$M$M$M$M$M

Cash flow hedges

Euro Medium Term Note (GBP 18m) Long-term debt – (34) – – 10

Aggregated variable interest rate exposure – – – – – 9

Highly probable forecast variable rate debt – – – – – 27

Committed foreign exchange transactions – – – – – (7)

Fair value hedges

Domestic Notes Long-term debt – (576) – – (1)

Fair value and cash flow hedges

Australian Medium Term Note (AUD 150) Long-term debt – (163) – (2) 6

– (773) – (2) 44

5.3 Financial and capital risk management

a) Financial market risk

Spark is exposed to financial market risk primarily from changes in foreign currency exchange rates and interest rates. Spark

employs risk management strategies, including the use of derivative financial instruments to manage these exposures through a

Board-approved treasury policy, which provides the framework within which treasury-related activities are conducted.

Spark monitors the use of derivative financial instruments using well-defined market and credit risk limits and timely reports to

senior management. All contracts have been entered into with major creditworthy financial institutions. The risk associated with

these transactions is that the fair value or cash flows of financial instruments will change due to movements in market rates,

coupled with the cost of replacing these agreements at the current market rates in the event of default by the counterparty.

Currency risk

Nature of the risk

Currency risk is the risk that eventual New Zealand dollar net cash flows from transactions undertaken by Spark will be adversely

affected by changes in foreign currency exchange rates.

Exposure and risk management

Spark’s total exposure (from non-derivative financial instruments) to foreign currency as at 30 June 2018 is $203 million (30 June

2017: $94 million). This includes $163 million long-term debt denominated in AUD (30 June 2017: nil) and $34 million long-term

debt denominated in GBP (30 June 2017: $72 million). The remaining exposure is primarily trade payables and other receivables

denominated in United States dollars (USD).

Spark manages currency risk arising from debt not denominated in New Zealand dollars through hedging. Spark’s long-term debt

issued in AUD and GBP is fully hedged using cross-currency interest rate swaps to convert these borrowings into a floating rate

New Zealand dollar exposure.

Currency risk from capital and operational expenditure in foreign currencies (and related trade payables) has been substantially

hedged by entering into forward exchange contracts.

Sensitivity to foreign currency movements

As at 30 June 2018 a movement of 10% in the New Zealand dollar would impact the statement of profit or loss and statement of

changes in equity (after hedging) by less than $14 million (30 June 2017: $17 million). This analysis assumes a movement in the

New Zealand dollar across all currencies and only includes the effect of foreign exchange movements on monetary financial

instruments.

5.2 Derivatives and hedge accounting (continued)

Page 72Spark New Zealand Annual Report 2018Notes to the financial statements
5.3 Financial and capital risk management (continued)

Interest rate risk

Nature of the risk

Interest rate risk is the risk that fluctuations in interest rates

impact Spark’s financial performance or the fair value of its

holdings of financial instruments.

Exposure and risk management

Spark is exposed to interest rate risk from its borrowings, which

may be issued at floating rates or in foreign currency. Spark

employs the use of derivative financial instruments to reduce its

exposure to fluctuations in interest rates with the objective to

minimise the cost of net borrowings and to minimise the

impact of interest rate movements on Spark’s interest expense

and net earnings.

Spark uses cross-currency interest rate swaps to convert foreign

currency borrowings into floating-rate New Zealand dollar

positions. Interest rate swaps are used to convert certain

floating-rate positions into fixed-rate positions and vice versa.

As a consequence, Spark’s interest rate positions are limited to

New Zealand yield curves.

Sensitivity to interest rate movements

As at 30 June 2018 a movement in interest rates of 100 basis

points would impact the statement of profit or loss and

statement of changes in equity (after hedging) by less than $46

million (30 June 2017: $33 million).

b) Credit risk

Nature of the risk

Credit risk arises in the normal course of Spark’s business on

cash, receivables and derivative financial instruments if a

counterparty fails to meet its contractual obligations.

Exposure and risk management

Spark is exposed to credit risk if customers and counterparties

fail to make payments in respect of:

• Payment of trade and other receivables as they fall due; and

• Contractual cash flows of derivaitive assets held at fair value.

Spark’s assets subject to credit risk as at 30 June 2018 were

$977 million (30 June 2017: $906 million).

Spark considers the probability of default upon initial

recognition of cash, receivables and derivative assets and

whether there has been a significant increase in credit risk on

an ongoing basis at the end of each reporting period. To assess

whether there is a significant increase in credit risk, Spark

compares the risk of default occuring on these assets at the

reporting date with the risk of default at the date of initial

recognition. Available reasonable and supportive forward-

looking information is considered, especially the following

indicators:

• External credit rating (as far as available);

• Actual or expected significant adverse changes in business,

financial or economic conditions that are expected to cause

a significant change to the customer or counterparty’s ability

to meet their obligations; and

• Significant changes in the value of the collateral supporting

the obligation or in the quality of third-party guarantees or

credit enhancements.

Spark manages its exposure using a credit policy that includes

limits on exposures with significant counterparties that have

been set and approved by the Board and are monitored on a

regular basis. Spark places its cash and derivative financial

instruments with high-credit quality financial institutions and

does not have significant concentration of risk with any single

party. Concentration of credit risk for trade and other

receivables is limited due to Spark’s large customer base.

Spark has certain derivative and debt agreements that are

subject to bilateral credit support agreements that require

Spark or the counterparty to post collateral funds to support

the value of certain derivatives. As at 30 June 2018 no collateral

was posted (30 June 2017: nil). Letters of credit and guarantees

may also be held over some receivable amounts. The carrying

amounts of financial assets represent the maximum credit

exposure.

c) Liquidity risk

Nature of the risk

Liquidity risk represents Spark’s ability to meet its contractual

obligations as they fall due.

Exposure and risk management

Spark uses cash and derivative financial instruments to manage

liquidity and evaluates its liquidity requirements on an ongoing

basis. In general, Spark generates sufficient cash flows from its

operating activities to meet its financial liabilities. As at 30 June

2018 current assets of $807 million were greater than current

liabilities of $722 million (30 June 2017: current liabilities of

$791 million were greater than current assets of $756 million).

Positive operating cash flows enable working capital to be

managed to meet short-term liabilities as they fall due.

In the event of any shortfalls Spark has the following financing

programmes:

• An uncommitted $500 million Note Facility with $150 million

drawn as at 30 June 2018 (30 June 2017: $500 million

facility, $150 million drawn);

• An undrawn committed standby facility of $200 million with a

number of creditworthy banks (30 June 2017: $200 million);

• Committed bank facilities of $425 million with $275 million

drawn as at 30 June 2018 (30 June 2017: $325 million facility

with $190 million drawn); and

• Committed bank overdraft facilities of $15 million with

New Zealand banks (30 June 2017: $15 million).

There are no compensating balance requirements associated

with these facilities.

Spark’s liquidity policy is to maintain unutilised committed

facilities of at least 110% of the next 12 months’ forecast peak

net funding requirements. Spark’s funding policy requires that

the maximum amount of long-term debt maturing in any

12-month period is not to exceed $300 million.

Notes to the financial statements: Funding and risk

Page 73
5

5.3 Financial and capital risk management (continued)

Maturity analysis

The following table provides an analysis of Spark’s remaining contractual cash flows relating to financial liabilities. Contractual cash

flows include contractual undiscounted principal and interest payments.

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

0–6

MONTHS

6–12

MONTHS

1–2

YEARS

2–5

YEARS

5+

YEARS

AS AT 30 JUNE 2018$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade and finance lease payables 283 283 281 1 1 – –

Short and long-term debt 1,197 1,327 267 18 295 429 318

Derivative financial liabilities

Interest rate swaps (net settled) 47 52 3 4 11 25 9

Cross-currency interest rate swaps (gross settled)

Inflows – (264) (3) (5) (43) (20) (193)

Outflows 16 284 4 4 54 21 201

Forward exchange contracts (gross settled)

Inflows – (24) (24) – – – –

Outflows – 24 24 – – – –

1,543 1,682 552 22 318 455 335

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

0–6

MONTHS

6–12

MONTHS

1–2

YEARS

2–5

YEARS

5+

YEARS

AS AT 30 JUNE 2017$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade and finance lease payables 275 275 272 1 1 1 –

Short and long-term debt 987 1,127 170 158 119 431 249

Derivative financial liabilities

Interest rate swaps (net settled) 36 42 3 3 4 19 13

Cross-currency interest rate swaps (gross settled)

Inflows – (79) – (44) (2) (33) –

Outflows 34 118 2 66 2 48 –

Forward exchange contracts (gross settled)

Inflows – (127) (114) (13) – – –

Outflows 5 133 119 14 – – –

1,337 1,489 452 185 124 466 262

Page 74Spark New Zealand Annual Report 2018Notes to the financial statements
d) Capital risk management

Spark manages its capital considering shareholders’ interests, the value of Spark’s assets and the Company’s credit rating. The

following table summarises Spark’s capital:

20182017

AS AT 30 JUNE$M$M

Cash (55) (52)

Short-term debt 149 155

Long-term debt at hedged rates 1,064 871

Net debt 1,158 974

Total equity 1,541 1,651

Capital 2,699 2,625

The Board continues to be committed to the Company maintaining a single ‘A Band’ credit rating and its capital management

policies are designed to ensure this objective is met. As part of this commitment Spark manages its debt levels to ensure that the

ratio of net interest-bearing debt (inclusive of associated derivatives) to EBITDA does not materially exceed 1.4 times on a long-run

basis, which, for credit ratings agency purposes, Spark estimates equates approximately to adjusted debt to EBITDA of 1.5 times.

The difference between these two ratios is primarily due to the credit rating agency making adjustments for operating leases and

captive finance operations.

As at 30 June 2018 the Company’s Standard & Poor’s credit ratings for long-term and short-term debt was A- and A-2 respectively,

with outlook stable (30 June 2017: same).

Net debt

Net debt includes long-term debt at the value of hedged cash flows due to arise on maturity, plus short-term debt, less any cash.

Net debt is a non-GAAP measure and is not defined in accordance with NZ IFRS but is a measure used by management. The

following table reconciles long-term debt at hedged rates to long-term debt at spot rates as reported under NZ IFRS:

20182017

AS AT 30 JUNE$M$M

Long-term debt 1,048 832

Impact of hedged rates used 14 39

Unamortised discount 2 –

Long-term debt at hedged rates 1,064 871

A reconciliation of movements in net debt is provided below:

CASH FLOWSNON-CASH MOVEMENTS

YEAR ENDED 30 JUNE 2018

AS AT 1 JULY

2017PROCEEDSPAYMENTS

INTEREST

AMORTISA-

TION

FAIR VALUE

CHANGES

FOREIGN

EXCHANGE

MOVEMENTOTHER

AS AT 30 JUNE

2018

Cash(52)(6,342)6,339----(55)

Short-term debt1551,262(1,273)4--1149

Long-term debt8321,287(1,079)-62-1,048

Derivatives39209(232)2-(2)-16

Net debt 974 (3,584) 3,755 6 6 – 1 1,158

CASH FLOWSNON-CASH MOVEMENTS

YEAR ENDED 30 JUNE 2017

AS AT 1 JULY

2016PROCEEDSPAYMENTS

INTEREST

AMORTISA-

TION

FAIR VALUE

CHANGES

FOREIGN

EXCHANGE

MOVEMENTOTHER

AS AT 30 JUNE

2017

Cash(52)(5,138)5,138----(52)

Short-term debt100699(646)2---155

Long-term debt775900(825)-(14)(4)-832

Derivatives34----5-39

Net debt 857 (3,539) 3,667 2 (14) 1 – 974

5.3 Financial and capital risk management (continued)

Notes to the financial statements: Funding and risk

Page 75
5

5.4 Equity and dividends

Share capital

Movements in the Company’s issued ordinary shares were as follows:

20182017

YEAR ENDED 30 JUNENUMBERNUMBER

Shares at the beginning of the year 1,832,843,587 1,829,795,177

Issuance of shares under share schemes and other transfers 2,547,196 3,048,410

Shares at the end of the year 1,835,390,783 1,832,843,587

All issued shares are fully paid and have no par value. Shareholders of ordinary shares have the right to vote at any general

meeting of the Company.

Dividends declared and paid

20182017

YEAR ENDED 30 JUNE

CENTS PER

SHARE$M

CENTS PER

SHARE$M

Previous year second half-year dividend paid 12.5 229 12.5 229

First half-year dividend paid 12.5 229 12.5 229

Total dividends paid in the year 25.0 458 25.0 458

Second half-year dividend declared subsequent to balance date not provided for 12.5 229 12.5 229

Events after balance date

On 22 August 2018 the Board approved the payment of a second-half ordinary dividend of 11.0 cents per share or

approximately $202 million and a special dividend of 1.5 cents per share or approximately $27 million. The ordinary and

special dividend will be 75% imputed in line with the corporate income tax rate. In addition, supplementary dividends

totalling approximately $21 million will be payable to shareholders who are not resident in New Zealand. In accordance

with the Income Tax Act 2007, Spark will receive a tax credit from Inland Revenue equivalent to the amount of

supplementary dividends paid.

Page 76Spark New Zealand Annual Report 2018Notes to the financial statements
Section 6 Other information

In this section

This section includes other information relating to Spark’s financial statements, such as taxation, employee share schemes,

disclosure of related party transactions, reconciliation of net earnings to operating cash flows, commitments, contingencies and the

impact of new accounting standards that have not yet been adopted.

6.1 Net tangible assets

The calculation of Spark’s net tangible assets per share and its reconciliation to the statement of financial position is presented

below:

20182017

AS AT 30 JUNE$M$M

Total assets 3,419 3,331

Less intangible assets (1,207) (1,153)

Less total liabilities (1,878) (1,680)

Net tangible assets 334 498

Number of shares outstanding (in millions) 1,835 1,833

Net tangible assets per share$0.18$0.27

Net tangible assets per share is a non-GAAP financial measure that is not defined in NZ IFRS. It is required to be disclosed by NZX

and ASX listing requirements.

6.2 Taxation

Income tax expense

The income tax expense is determined as follows:

20182017

YEAR ENDED 30 JUNE$M$M

Statement of profit or loss

Current income tax

Current year income tax expense (148) (137)

Adjustments in respect of prior periods 2 (2)

Deferred income tax

Depreciation, provisions, accruals, tax losses and other 8 (6)

Adjustments in respect of prior periods (2) 3

Income tax expense recognised in the statement of profit or loss (140) (142)

Reconciliation of income tax expense

20182017

YEAR ENDED 30 JUNE$M$M

Net earnings before income tax 525 560

Tax at current rate of 28% (147) (157)

Adjustments to taxation

Non-assessable gains on sale 3 5

Other non-assessable items (2) –

Tax effects of non-New Zealand profits 6 9

Adjustments in respect of prior periods – 1

Total income tax expense (140) (142)

Notes to the financial statements: Other information

Page 77
6

Deferred tax assets and liabilities

Deferred tax assets and liabilities are offset in the statement of financial position and presented as a net deferred tax liability. The

movement in the deferred tax assets and liabilities is provided below:

FIXED ASSETS

PROVISIONS &

ACCRUALSOTHERTOTAL

ASSETS/(LIABILITIES)$M$M$M$M

Balance at 30 June 2017 (136) 6 (4) (134)

Adjustment on adoption of NZ IFRS 9 – 5 – 5

Balance at 1 July 2017 (136) 11 (4) (129)

Amounts recognised in statement of profit or loss

Relating to the current period 5 – 3 8

Adjustments in respect of prior periods (1) (2) 1 (2)

Acquisitions – – (4) (4)

Amounts recognised in equity relating to the current period (1) – 4 3

At 30 June 2018 (133) 9 – (124)

To be recovered within 12 months (5) – – (5)

To be recovered after more than 12 months (128) 9 – (119)

At 1 July 2016 (136) 12 (1) (125)

Amounts recognised in statement of profit or loss

Relating to the current period 3 (10) 1 (6)

Adjustments in respect of prior periods (2) 4 1 3

Amounts recognised in equity relating to the current period (1) – (5) (6)

At 30 June 2017 (136) 6 (4) (134)

To be recovered within 12 months (3) 10 – 7

To be recovered after more than 12 months (133) (4) (4) (141)

Spark has not recognised the tax effect of accumulated unrestricted losses and temporary differences amounting to AUD$461

million at 30 June 2018 based on the relevant corporation tax rate of Australia (30 June 2017: AUD$467 million). These losses and

temporary differences may be available to be carried forward to offset against future taxable income. However, utilisation is

contingent on the production of taxable profits over a significant period of time and is subject to compliance with the relevant

taxation authority requirements.

Spark has a negative imputation credit account balance of $45 million as at 30 June 2018 (30 June 2017: $47 million negative

balance). The imputation credit account had a positive balance as at 31 March 2018 and 31 March 2017.

6.2 Taxation (continued)

Page 78Spark New Zealand Annual Report 2018Notes to the financial statements
6.3 Employee share schemes

Spark operates share-based compensation plans that are equity settled as outlined below.

Restricted share schemes

A restricted share scheme was initially introduced for selected employees in September 2001. For new allocations after August

2015 these were replaced by two new restricted share schemes:

• Spark New Zealand Long Term Incentive Scheme; and

• Spark New Zealand Managing Director Long Term Incentive Scheme.

The Spark New Zealand Long Term Incentive Scheme is for the Leadership Team and senior managers and delivers one scheme

with the same set of rules under one long-term incentive, with a performance hurdle in place. The Spark New Zealand Managing

Director Long Term Incentive Scheme replaced the Managing Director performance rights scheme.

Under these restricted share schemes ordinary shares in the Company are issued to Spark Trustee Limited. Participants purchase

shares from Spark Trustee Limited with funds lent to them by the Company and which are held on their behalf by Spark Trustee

Limited. If the individual is still employed by Spark at the end of the vesting period (generally three years) and applicable

performance hurdles are met, the employee is provided a cash bonus, which must be used to repay the loan and the shares are

then transferred to the individual. The target for this hurdle is the Company’s cost of equity plus 1% compounding annually, with

the exception of one-off exceptional grants issued in FY14 for which the hurdle was two times Spark’s annual cost of equity

compounding over three years.

Share rights schemes

The Share Rights Scheme (SRS) was used for selected Leadership Team members and senior employees, and the Managing

Director Performance Rights Scheme (PRS) for the Managing Director. The final grants under these schemes were made in

September 2014 and were exercisable from September 2017.

Under the SRS and PRS participants were granted rights to purchase Company shares at a nil cost strike price. Share rights have no

voting rights until exercised and generally cannot be exercised for a three-year period. The share rights were exercisable at the end

of the vesting period only if the individual was still employed by Spark and, in the case of the Leadership Team and the Managing

Director, a total shareholder return performance hurdle was met. The target for this hurdle was the Company’s cost of equity plus

1% compounding annually, with the exception of one-off exceptional grants issued in FY14 for which the hurdle was two times

Spark’s annual cost of equity compounding over three years. The final options under the SRS and PRS were exercised during the

year ended 30 June 2018 and none remain outstanding as at 30 June 2018.

Information regarding shares and options awarded under these schemes is as follows:

RSSSRSPRS

NUMBER OF

SHARES

NUMBER OF

OPTIONS

NUMBER OF

OPTIONS

Balance as at 30 June 2016 2,932,543 2,215,014 1,247,035

Awarded or granted 736,665 – –

Vested or exercised (1,224,898) (1,155,389) (696,566)

Forfeited or lapsed (387,405) (298,913) (45,906)

Balance as at 30 June 2017 2,056,905 760,712 504,563

Awarded or granted 711,776 – –

Vested or exercised (795,654) (760,712) (504,563)

Forfeited or lapsed (310,783) – –

Balance as at 30 June 2018 1,662,244 – –

Percentage of total ordinary shares0.09%0.00%0.00%

The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense, with

a corresponding entry in equity. The total charge recognised for these schemes for the year ended 30 June 2018 was $3 million

(30 June 2017: $4 million); the expense relating to the restricted share schemes was $2 million (30 June 2017: $3 million) and the

expense relating to all SRS and PRS awards was $1 million (30 June 2017: $1 million). As at 30 June 2018, $3 million of share

scheme awards remain unvested and not expensed (30 June 2017: $4 million). This expense, measured at its fair value based on a

valuation model, will be recognised over the remaining vesting period of the awards.

Spark Share, an employee share purchase programme, does not have a material impact on these financial statements.

Notes to the financial statements: Other information

Page 79
6

6.4 Related party transactions

Related parties of Spark include the associates and joint venture companies listed in note 4.1 and key management personnel

detailed below.

Interest of directors in certain transactions

A number of the Company’s directors are also directors of other companies and any transactions undertaken with these entities

have been entered into on an arm’s length commercial basis.

Transactions with associate and joint venture companies

Spark has the following transactions with associates and joint ventures:

• Spark provides network operations and management services to Southern Cross in respect of its operations in New Zealand;

• Spark makes payments to Southern Cross in connection with capacity it has purchased on Southern Cross’ network; and

• Spark made payments to Connect 8 Limited for fibre and telecommunications construction services following the sale of 50% on

22 May 2018.

Balances and amounts in respect of these transactions with associate and joint venture companies are set out in the table below:

20182017

AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M

Operating revenues

1

56 67

Operating expenses 8 9

Capacity acquired and other capital expenditure

2

18 20

Receivables 14 2

Payables 4 –

1 Includes dividend income from Southern Cross of $50 million for the year ended 30 June 2018 (30 June 2017: $61 million).

2 As at 30 June 2018 Spark has committed to purchases of $46 million for cable capacity from Southern Cross (30 June 2017: $55 million).

Key management personnel compensation

20182017

YEAR ENDED 30 JUNE$’000$’000

Directors’ remuneration 1,280 1,321

Salary and other short-term benefits

1

7,630 9,342

Long-term incentives and share-based compensation

2

2,168 2,706

11,078 13,369

1 Includes short-term benefits paid on termination.

2 Includes $2,135,000 share-based compensation and $33,000 other long-term incentives (30 June 2017: $2,454,000 share-based compensation and $252,000 other

long-term incentives).

The table above includes remuneration of the Managing Director and the other members of the Leadership Team, including

amounts paid to members of the Leadership Team who left during the year ended 30 June or were in acting Leadership Team

positions. Like other Spark employees members of the Leadership Team also receive product and service concessions. In addition,

where members of the Leadership Team are KiwiSaver members, they receive contributions towards their KiwiSaver schemes.

Page 80Spark New Zealand Annual Report 2018Notes to the financial statements
6.5 Reconciliation of net earnings to net cash flows from operating activities

20182017

YEAR ENDED 30 JUNE$M$M

Net earnings for the year 385 418

Adjustments to reconcile net earnings to net cash flows from operating activities

Depreciation and amortisation 434 430

Bad and doubtful accounts 18 23

Deferred income tax (1) 6

Share of associates’ and joint ventures’ net losses 3 4

Impairments 10 2

Other gains (10) (20)

Other 2 (16)

Changes in assets and liabilities net of effects of non-cash and investing and financing activities

Movement in receivables and related items (75) (128)

Movement in inventories 16 (13)

Movement in current taxation (26) (3)

Movement in payables and related items 21 14

Net cash flows from operating activities 777 717

6.6 Commitments

Operating lease commitments – Spark as lessee

Spark has entered into commercial operating leases on properties, network infrastructure, motor vehicles and equipment. Certain

leases are subject to Spark being able to renew or extend the lease period based on terms that would then be agreed with the

lessor. Future minimum rental commitments for all non-cancellable operating leases are:

20182017

AS AT 30 JUNE$M$M

Less than one year 75 65

Between one and five years 216 205

More than five years 105 149

396 419

The total of future minimum sublease payments expected to be received under non-cancellable subleases as at 30 June 2018 is

$18 million (30 June 2017: $25 million).

Capital and other commitments

As at 30 June 2018 capital expenditure contracted for, but not yet incurred, was $210 million (30 June 2017: $195 million) with

$148 million due in the year ending 30 June 2019. Commitments principally relate to telecommunications network equipment and

cable capacity.

As at 30 June 2018 Spark had other supplier commitments of $225 million (30 June 2017: $296 million), with $210 million due in

the year ending 30 June 2019.

6.7 Contingencies

Effect of outstanding claims

Spark has ongoing claims, investigations and inquiries, none of which it currently believes are expected to have a significant effect

on our financial position or profitability.

Notes to the financial statements: Other information

Page 81
6

6.8 New accounting standards not yet

adopted

NZ IFRS 15 Revenue from contracts with customers

NZ IFRS 15 Revenue from contracts with customers (NZ IFRS

15) replaces NZ IAS 18 Revenue and related interpretations

and will have a material impact on Spark. NZ IFRS 15 is effective

for Spark from next financial year, being the year ending

30 June 2019. Spark currently intends to apply the standard

retrospectively to prior reporting periods, subject to permitted

and elected practical expedients.

Spark’s revenue

NZ IFRS 15 sets out the requirements for recognising revenue

and costs from contracts with customers. The standard requires

entities to apportion revenue earned from contracts to

individual promises, or performance obligations, on a relative

stand-alone selling price basis, based on a five-step model.

Spark generates revenue from customer contracts, which vary

in their form (standard or bespoke), term (casual, open-term,

short-term or long-term) and customer segment (consumer,

small to medium business and government and large

enterprise). NZ IFRS 15 impacts will differ depending on the

type of customer contract, with the main ones being:

• Consumer contracts (mass market prepaid and pay-monthly

mobile, broadband and voice offerings);

• Small to medium business contracts;

• Enterprise and government contracts;

• Wholesale contracts for telecommunication services; and

• Other contracts (including products and services sold by our

subsidiaries).

The expected material changes to our accounting policies on

adoption of NZ IFRS 15 of contracts have been summarised by

revenue type below.

Mobile revenue

The majority of Spark’s consumer pay-monthly mobile contracts

are ‘open-term’, however, some customers have contracts with

a fixed contract term, such as 24 months. These contracts

generally include device subsidies, which can be applied to the

discounted purchase of a handset. As outlined in note 2.2,

Spark currently recognises revenue from arrangements with

multiple elements in a manner that is similar to the

requirements of NZ IFRS 15, based on industry guidance for

the telecommunications sector available for these transactions

under the current revenue standard, NZ IAS 18. Revenue is

currently allocated to a mobile handset and the mobile service

to be delivered over the contract term based on their fair value.

Revenue is recognised in relation to the mobile device at the

point it is provided to the customer, as it is not contingent on

the delivery of future services. Revenue for the mobile service is

recognised as that service is provided across its contract term.

Due to our current policy of allocating revenue to the mobile

device and mobile service on its fair value there will not be a

material acceleration of device revenue on adoption of NZ IFRS

15 and this may differ to other telecommunications companies.

However, under NZ IFRS 15 revenue will be allocated with

reference to the stand-alone selling prices and the allocation of

revenue to distinct goods or services (performance obligations)

may therefore vary to the current allocation.

Spark provides customers the ability to obtain devices on an

‘interest free’ device repayment plan. Spark currently assesses

the inherent financing component of this offer to customers

using Spark’s incremental borrowing rate. NZ IFRS 15 requires

the use of a discount rate that would be used in a separate

financing transaction between Spark and the customer that

reflects their credit characteristics. The application of this rate

to the sale of devices sold on repayment plans will result in a

material reduction in device revenue at the time of sale and an

increase in interest income recognised over the repayment

term. The change in discount rate will also be applied to the

financing component within term contracts that include a

subsidy, resulting in a reduction in device revenue at the time

of sale and an increase in interest income over the mobile plan

term.

NZ IFRS 15 provides updated guidance for determining

whether an entity is a principal or agent when delivering goods

or services to customers. This is applicable for mobile contracts

where Spark provides customers the option to obtain free or

discounted services that are provided by third parties, such as

Spotify, within our mobile contracts. Spark has assessed that

under NZ IFRS 15 we are an agent in relation to such services.

Spark’s current accounting policy is to recognise the cost of

these extras within operating expenses. However, under NZ

IFRS 15 the extras will be considered separate performance

obligations and revenue will be recognised, net of relevant

costs, upon delivery to the customer. This will result in a

material reduction to both operating expenses and operating

revenue but no impact on net earnings.

Spark does not anticipate a material change to current revenue

recognition practices for mobile revenue from enterprise and

government customers.

Broadband revenue

As noted above for mobile revenue and outlined in note 2.2,

Spark currently recognises revenue from arrangements with

multiple elements in a manner that is similar to the

requirements of NZ IFRS 15. For broadband contracts this

includes the recognition of revenue on delivery of modems

(excluding wireless broadband modems) provided free to new

broadband customers, as they are distinct. Revenue is currently

allocated to the modem and the broadband service based on

their relative fair value, with the revenue for the broadband

service recognised as that service is provided across its

contract term. We do not expect an acceleration of modem

revenue on adoption of NZ IFRS 15 and this may differ to other

telecommunications companies. However, as the revenue will

be allocated to a customer’s broadband contract with reference

to the stand-alone selling prices of all performance obligation

provided in the contract, the allocation will change.

Spark’s broadband contracts frequently include offers such as

account credits, periods of ‘free’ service and other incentives.

Spark currently accounts for such offers as a reduction in

broadband service revenue over a customer’s contract period.

Under NZ IFRS 15 such incentives will generally be included

within the calculation of the total transaction price for the

bundle of goods and services provided in a broadband

contract. Revenue is then allocated to each performance

Page 82Spark New Zealand Annual Report 2018Notes to the financial statements
Notes to the financial statements: Other information

obligation based on its relative stand-alone selling price and

recognised either at a point in time or over time. This will result

in incentives generally being allocated to other performance

obligations in a broadband contract, such as the modem.

As with mobile contracts the updated NZ IFRS 15 guidance for

determining whether an entity is a principal or agent is also

relevant for Spark’s broadband contracts. Broadband contracts

can include options for customers to obtain free or discounted

services that are provided by third parties, such as Netflix.

Spark’s current accounting policy is to recognise the cost of

these extras over a customer’s contract term. However, under

NZ IFRS 15 the extras will be considered separate performance

obligations and revenue will be recognised, net of relevant

costs, upon delivery to the customer.

Voice

Voice revenue includes revenue from customers with a

landline-only service, calling and videoconferencing services.

Revenue from such contracts is generally recognised in a

pattern consistent with the requirements of NZ IFRS 15 and no

material changes are expected in relation to its recognition.

Cloud, security and service management

Spark provides cloud, security and service management

services primarily to large enterprises and government

departments. Each contract may include multiple services, such

as data centre services, infrastructure-as-a-service, software-as-

a-service, secure connectivity services, data analytics services,

IT sourcing, and professional services for technology

requirements and IT projects. The contracts may incorporate

services provided by third parties, which, based on the updated

NZ IFRS 15 guidance for determining whether an entity is a

principal or agent when delivering goods or services to

customers, will result in Spark recognising its net proceeds

from such transactions, decreasing both operating revenue and

operating expenses, with no impact on net earnings.

Cloud, security and service management contracts frequently

include transition projects that do not deliver a distinct good or

service to the customer. As further detailed in note 2.2, costs

incurred to fulfil such contracts may currently be deferred and

recognised in operating expenses over the life of the contract

to the extent that they are recoverable from future revenue. This

treatment is consistent with the contract cost requirements of

NZ IFRS 15 and no material changes are expected in relation to

their accounting treatment.

Some contracts may include the provision of a service, together

with a device or other equipment, which meets the definition of

an operating lease under NZ IFRS 16 Leases. Spark intends to

early adopt NZ IFRS 16 at the same time as NZ IFRS 15. Further

details of the impact are outlined following this note.

Procurement and partners

Procurement revenue relates to the procurement of hardware

and software on behalf of customers. Partner revenue relates to

partner-provided IT services, primarily in the regions where

Spark does not have a presence. NZ IFRS 15 provides updated

guidance for determining whether an entity is a principal or

agent when delivering goods or services to customers and the

recognition of some procurement and partners revenue is

expected to change because of the revised guidance. This will

result in Spark recognising its net proceeds from such

transactions, decreasing both revenue and expenses, with no

impact on EBITDA.

Managed data and networks

Managed data and networks revenue includes revenue from

the provision of data connectivity for businesses and proactive

monitoring and managed services for customer networks.

Revenue from such contracts is generally recognised in a

pattern consistent with the requirements of NZ IFRS 15 and no

material changes are expected in relation to its recognition.

Other operating revenue

Other operating revenue includes revenue from subsidiary

companies such as Qrious, Lightbox, Morepork and other

charges to customers. Revenue from such contracts is generally

recognised in a pattern consistent with the requirements of NZ

IFRS 15 and no material changes are expected in relation to its

recognition.

Contract costs

Some commission costs are currently deferred and recognised

over their contract term within operating expense. Such costs

meet the costs to obtain a contract criterion under NZ IFRS 15,

however, we have identified further commission costs that will

be required to be capitalised under the new standard. No

material changes are expected in relation to other costs to

obtain or fulfil a contract. We are currently assessing the

appropriate amortisation period over which these costs should

be recognised.  

Adoption project

Spark has undertaken a significant project to facilitate the

adoption of NZ IFRS 15. This has included a detailed

assessment of the nature of Spark’s contracts with customers,

the goods and services offered within those contracts and the

expected impact from the adoption of NZ IFRS 15. Given the

nature and breadth of Spark’s operating revenues and

customer offerings, this has been very complex and has not yet

been finalised for all revenue types and contracts. The project

has also assessed system requirements, data sources and

internal controls required to calculate the impact from initial

adoption, including the impact as at 1 July 2017 and the year

ended 30 June 2018.

Estimated financial impact

Spark is finalising the analysis and assessment of the impact of

NZ IFRS 15 on our financial results. This includes updating our

accounting policies, internal and external reporting

requirements, business processes and associated internal

controls with the objective of quantifying the first-time

adoption impacts, as well as supporting ongoing compliance

with the new accounting requirements. Spark’s operations and

associated systems are complex and the new standard requires

analysis and assessment of millions of contracts with our

customers. Areas of expected impact have been highlighted

within the assessment by revenue type above. However, at this

time, it is not possible to make reliable quantitative estimates of

the effects of the new standard. We expect to finalise the

adjustment required to retained earnings as at 1 July 2017 and

for the year ended 30 June 2018 prior to the release of our

December 2018 half-year financial statements.

Page 83
NZ IFRS 16 Leases

NZ IFRS 16 Leases (NZ IFRS 16) replaces NZ IAS 17 Leases and

will have a material impact on Spark. Spark has elected to early

adopt NZ IFRS 16 from next financial year, being the year

ending 30 June 2019 and apply the full retrospective transition

method, with restatement of the year ended 30 June 2018.

NZ IFRS 16 will require Spark to recognise most leases, where

Spark is a lessee, on the statement of financial position. Similar

to the current finance lease model, this will result in the

recognition of ‘right of use’ assets and related lease liability

balances. The expense previously recorded in relation to

operating leases will move from being included in operating

expenses (and within EBITDA), to depreciation and finance

expense. The impact on net earnings before income tax of an

individual lease over its term remains the same, however, the

new standard will result in a higher interest expense in early

years, and lower in later years of a lease, compared with the

current straight-line expense profile of an operating lease.

Spark’s leases

Spark is the lessee for a large number of operating leases,

including:

• Property - Spark leases a number of office buildings and

retail stores. These leases will have the most significant

impact on adoption of NZ IFRS 16 given their high value and,

taking into accounting rights of renewal that are reasonably

certain to be exercised, long lease terms;

• Mobile sites – Spark has entered into a number of land

access agreements to allow the operation of mobile network

infrastructure throughout New Zealand;

• Equipment – Spark acts as the intermediate party (as a lessee

and a lessor) in a number of back-to-back lease

arrangements for customer premises equipment. Such

arrangements may also include an initial sale and leaseback

transaction. Under the new standard Spark has assessed that

the initial sale of the equipment does not result in control

being passed. As a result the equipment will not be

derecognised following the initial sale and remain within

property, plant and equipment. The leaseback will be

accounted as a financial liability in scope of NZ IFRS 9 and

the sub-lease as either an operating lease or finance lease;

• Motor vehicles – Spark leases motor vehicles for use in sales,

field operations and maintenance of infrastructure

equipment; and

• Other leases – other leases include items such as general IT

equipment and photocopiers. Spark intends to utilise the

recognition exemption for leases of low-value assets to these

leases where appropriate.

Spark also acts as a lessor, including for the following:

• Space in exchanges – Spark has leases for space in exchange

buildings, including as a lessor for space in Spark exchanges

and a lessee for space in Chorus exchanges. These leases

include a legal right of offset, as Spark and Chorus settle the

payments on a net basis and are therefore shown as a net

finance lease receivable on the statement of financial

position. Spark has assessed there will be no impact on

adoption for exchange space leases (more information is

included in note 3.1); and

• Property subleases – Spark has entered subleases in relation

to excess property that are all currently classified as

operating leases. Each sublease has been assessed to

determine whether it is a finance or operating lease under

NZ IFRS 16. A number of these will be now classified as

finance subleases because they are for the whole remaining

term of the head lease.

Adoption project

Spark has undertaken a significant project to facilitate the early

adoption of NZ IFRS 16. This has included the implementation

of a lease management and accounting system. This system

now retains Spark’s leases where Spark is a lessee and includes

all details in relation to each lease, such as the lease contract,

lease type and location, lease term (including rights of

renewal), lease discount rate and lease payments. The lease

system calculates the value of right-of-use-assets, lease

liabilities, depreciation expenses and finance expenses based

on this information. Spark has performed testing over the

accuracy and completeness of lease data and the outputs

provided from the lease system and re-performed calculations

for a number of leases, including for material leases, and issues

identified have been resolved.

Spark will continue to test the accuracy of lease data within the

system and its outputs. The lease system and its calculations

have also been reviewed by external parties and the system

provider intends to issue a controls opinion during the year

ending 30 June 2019.

Estimated financial impact

The new standard will have a significant impact on the financial

position and performance of Spark on adoption. We have

performed an assessment of the financial impact on Spark

based on leases in effect in the year ended and as at 30 June

2018. The estimated impact on the statement of profit or loss

and other comprehensive income is a decrease in operating

expenses of approximately $67 million and an increase in lease

income of $2 million offset by an increase in depreciation and

amortisation of $49 million and an increase in net finance

expense of $29 million. This would result in an increase in

EBITDA of $69 million but a decrease in net earnings before

income tax of $9 million. The estimated impact on the

statement of financial position is an increase in total assets of

$426 million, an increase in total liabilities of $490 million and a

decrease in equity of $64 million.

As outlined above the adoption of NZ IFRS 16 would have

reduced net earnings before tax for the year ended 30 June

2018 by approximately $9 million and reduced retained

earnings by approximately $64 million. This is primarily

because of the lease profile of Spark’s long-term corporate

property leases, with the depreciation and interest expense

(which is higher in earlier years of these leases) exceeding the

current operating expense. The difference over the life of the

leases will be nil and there is no impact on cash flows.

Assumptions

In calculating the above estimated impacts several judgements

were required. These include determining the lease term

(which can be complex where leases include rights of renewal

or cancellation), the discount rate applicable to each lease and

the lease payments, which may not be fixed and may vary

depending on an index.

Independent auditor’s reportPage 84Spark New Zealand Annual Report 2018



Independent Auditor’s Report

To the shareholders of Spark New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Spark New Zealand Limited

(the company) and its subsidiaries (the group) on

pages 47 to 83:

i. present fairly in all material respects the group’s

financial position as at 30 June 2018 and its

financial performance and cash flows for the year

ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 30 June 2018;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for the

year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). 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 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 and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to regulatory audit, other assurance related

services (such as trustee reporting) and compliance services. Subject to certain restrictions, partners and

employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities

of the business of the group. These matters have not impaired our independence as auditor of the group. The firm

has no other relationship with, or interest in, the group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $26 million determined with reference to a benchmark of group earnings before income

tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.

Page 85





Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Revenue recognition

Refer to note 2.2 to the financial

statements which discloses total

revenues of $3,649 million (2017: $3,614

million) including:

- Mobile $1,280 million (2017: $1,197

million)

- Broadband $685 million (2017: $689

million)

- Voice $572 million (2017: $655

million)

-

Cloud, security and service

management $373 million (2017:

$324 million)

Revenue recognition is considered to be a

key audit matter due to the complexity of

the revenue recognition accounting

standards as applied to the

telecommunications industry, involving

key judgements and estimates, principally

surrounding:


Multiple products bundled into a single

offer from Spark’s Home, Mobile &

Business unit:


 identifying the separate components

of a bundled transaction and whether

those components have stand-alone

value to the customer; and

 allocating total transaction

consideration to the multiple

components in the bundled

transaction.


Contractual arrangements for IT services

offered from Spark’s Digital business unit,

involving the design, build and offering of

ongoing Information Technology

solutions, including ‘as a service’

offerings:


Our audit procedures included:

For multiple products bundled into a single offer from Spark’s

Home, Mobile & Business unit:

 reviewing a sample of customer contracts to understand

each of the components in the bundled offering;

 challenging the group’s assessment for each component

about whether the product or service has stand-alone value

to the customer by considering the extent the products and

services are interrelated;

 comparing the allocated fair value assigned to each

component of the bundle to observed market prices for the

respective component; and

 examining the stages at which revenue for each component

is recognised, with reference to the group’s operational

systems and data.

For the bundled offerings from Spark’s

Home, Mobile &

Business unit, we identified no errors with the assessment of

each component i

n the bundled offerings and reasonable

assumptions were used to reflect the customer contract and

fair value allocated to each component.


For contractual arrangements for IT services offered from

Spark’s Digital business unit:

 reviewing a sample of contracts to understand the services

the group has contracted to deliver;

 agreeing revenue recognised to a sample of customer

contracts and agreed customer contract variations;

 evaluating the cost and revenue forecasts that support the

anticipated revenue rec

ognition to be applied for each

contract reviewed by discussion with and challenging of the

project managers, reviewing project summary reports,

customer correspondence and historical customer

profitability analyses; and

 evaluating the status of implementation of each contract,

through discussion with project managers and reviewing

project summary reports.

For the Spark IT services contracts, we consider the estimates

of projected revenue and costs or the assessments of the stage

of completion of the projects to be balanced.

Independent auditor’s reportPage 86Spark New Zealand Annual Report 2018





The key audit matter How the matter was addressed in our audit

 identifying the separate components

of a bundled transaction and whether

those components have stand-alone

value to the customer; and

 determining the quantum and timing of

contract profit. The latter includes

assessing the assumptions

underpinning the individual project

profitability forecasts over the life of

the contract.

We identified no errors with revenue recognition.







Impact of changes in technology and the group’s network strategy on the carrying value of property,

plant & equipment and intangible assets

Refer to notes 3.4 and 3.5 to the financial

statements.

The group has property, plant & equipment

and intangible assets of $2,246 million

(2017: $2,223 million) with additions

during the year of $413 million (2017: $415

million).


The capitalisation and carrying value of

property, plant & equipment and intangible

assets is considered to be a key audit

matter due to the significance of the

assets to the group’s statement of

financial position, and due to the level of

judgement involved in determining the

carrying value of these assets, principally:


 the capitalisation or expensing of

costs;

 the useful economic lives assigned to

the assets capitalised; and

 the impact of planned or unexpected

replacement technology on the

carrying value of property, plant &

equipment and intangible assets; and


 accounting for software as a service

contracts.


Our audit procedures included:

 examining controls surrounding application of accounting

policies to capitalise or expense project spend;

 assessing the capitalisation of costs incurred on capital

projects, by examining a sample of additions to identify if

the spend meets the definition of an asset as per the

applicable accounting standards;

 assessing the allocated useful economic lives, by

comparing to industry benchmarks and our knowledge of

the business and its operations and the technology life-

cycles anticipated;

 assessing the need for accelerated depreciation or

impairment of assets, by considering the impact of

developments in technology and changes to the group’s

technology transformation strategy; and

 reviewing a sample of software as a service contracts to

determine whether the licensing and delivery model

provided by the contracts have been expensed or

capitalised as appropriate depending on the terms of each

contract.


We found no issues as a result of our audit procedures over the

amounts capitalised to property, plant & equipment and

intangible assets.


We found asset useful lives used by the group were within an

acceptable range when compared to those commonly used in the

industry, and appropriately reflected technological developments

within the group’s intended capital roadmap. We considered the

impact of developments in technology and changes to the group’s

technology transformation strategy on useful lives and carrying

value and considered the carrying value to be appropriate.

Transition to Agile-at-scale operating model

Spark is continuing on its strategic shift that

commenced in 2013 from a traditional

telecommunications company to a digital

services company. As a consequence,

Spark is:

Our procedures in respect of the restructuring provision

included:

 obtaining an in-depth understanding of the elements of the

restructuring announcement, including the build-up of the

estimate of the expected personnel restructure;

Page 87





The key audit matter How the matter was addressed in our audit

- implementing Agile-at-scale to

embed customer centricity,

increase speed to market and

achieve greater productivity;

- continuing to simplify, automate and

digitise processes, products and

services under the ‘Quantum’

programme; and

- pursuing expansion into media

through relaunch of Lightbox and

securing the rights to coverage of

Rugby World Cup 2019.

For the year ended 30 June 2018, the above

has manifested itself in the financial

statements as a restructuring expense

within the costs of change of $26 million

and a restructuring provision of $11 million.

Restructuring expenses are included within

operating expenses in note 2.3. This is a

key audit matter due to the judgement in

determining the extent of redundancies in

light of the timing of decisions to restructure

the business, the ongoing impact of the

initiative, and whether the year ended 30

June 2018 or subsequent years are

affected.

 understanding the timing of decisions made to restructure

in relation to the announcement date and the detail

surrounding the restructuring programme (such as the

identification of individuals identified and business units

affected); and

 vouching a sample of termination costs to employee

contracts.

Overall we consider the restructuring provision is a reasonable

estimate of the future costs including redundancy payments

the group is committed to undertake at 30 June 2018. The

restructuring announcements were made prior to 30 June

2018 and therefore have been appropriately recorded in the

year ended 30 June 2018 and the pay-out was calculated in

reference to the affected employee’s contractual entitlement.

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the Chair and Managing Director Report, Environmental, Social & Governance

Reporting, Performance and Other Information including disclosures relating to corporate governance and

statutory information. Our opinion on the consolidated financial statements does not cover any other information

and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent 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 shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Independent auditor’s reportPage 88Spark New Zealand Annual Report 2018





Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the group, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:


— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent 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 will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They 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

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is David Gates.

For and on behalf of




KPMG

Wellington

22 August 2018


Page 89
Corporate governance

The Board and management are committed to ensuring that

Spark New Zealand Limited (Spark) maintains a high standard of

corporate governance and adheres to high ethical standards. The

Board regularly reviews and assesses Spark’s governance

structures and processes to ensure that they are consistent with

international best practice, in both form and substance.

Spark has adopted the NZX Corporate Governance Code and the

ASX Corporate Governance Council’s Principles and

Recommendations (3rd Edition). As at 22 August 2018 the Board

considers that Spark has followed all principles and

recommendations for the FY18 reporting period.

Further information regarding Spark’s corporate governance

policies, practices and processes can be found on its website and

in its FY18 Environmental, Social & Governance Report, which

comprises Spark’s corporate governance statement, found at:

www.sparknz.co.nz/about/governance.

Stock exchange listings

Spark ordinary shares are listed on the NZSX and ASX and Spark

continues to comply with NZSX Listing Rules and applicable ASX

Listing Rules.

Spark is incorporated in New Zealand and is not subject to

Chapters 6, 6A, 6B and 6C of the Australian Corporations Act

2001. The acquisition of Spark shares may be limited by the

New Zealand Takeovers Code and the Overseas Investment Act

2005. Spark does not operate additional ownership restrictions.

Spark’s American Depositary Shares, each representing five

ordinary Spark shares and evidenced by American Depositary

Receipts (ADRs), are traded over-the-counter in the United States.

Spark deregistered its ADRs and shares under the United States

Securities Exchange Act of 1934 (Securities Exchange Act) on 2

September 2014, at which point its United States Securities and

Exchange Commission (SEC) reporting obligations under the

Securities Exchange Act and the United States Sarbanes-Oxley Act

of 2002 ceased.

Director remuneration

The total remuneration available to non-executive directors is

fixed by shareholders. The current annual remuneration limit is

$1,630,000 following an increase of $130,000 approved at the

annual meeting held in November 2017.

The fees payable to non-executive directors during FY18 were:

BOARD/COMMITTEECHAIR

1

MEMBER

2

Board of Directors$357,099$140,675

Audit and Risk Management

Committee (ARMC)$37,874$18,396

Human Resources and

Compensation Committee (HRCC)$32,463$16,232

Nominations and Corporate

Governance Committee (NOMs)––

1 Committee chair and member fees were not payable to the Chair of the Board.

Committee member fees were not payable to committee chairs.

2 Member fees were payable for each committee.

From 1 July 2018 the non-executive directors fees increased by

1.5% (rounded to the nearest $100), to be paid out of the current

shareholder-approved annual remuneration limit of $1,630,000.

This increase approximates the average annual CPI increase seen

over the last four quarters and is expected to broadly maintain the

market positioning outlined in the independent Ernst & Young

benchmarking report that was distributed alongside the 2017

Notice of Annual Meeting.

Corporate governance and disclosures

Page 90Spark New Zealand Annual Report 2018Other information
Committee membership as at 30 June 2018 was as follows:

HUMAN RESOURCES AND

COMPENSATION COMMITTEEAUDIT AND RISK MANAGEMENT COMMITTEE

NOMINATIONS AND CORPORATE

GOVERNANCE COMMITTEE

Alison Barrass (Chair)

Ido Leffler

Justine Smyth

Alison Gerry (Chair)

Paul Berriman

Pip Greenwood

Charles Sitch

Justine Smyth (Chair)

Alison Barrass

Paul Berriman

Alison Gerry

Pip Greenwood

Ido Leffler

Charles Sitch

The total remuneration received by non-executive directors of Spark during FY18 was as follows:

1

NAME OF

DIRECTOR

BOARD

FEES

AUDIT & RISK

MANAGEMENT

COMMITTEE

FEES

NOMINATION

& CORPORATE

GOVERNANCE

COMMITTEE

FEES

HUMAN

RESOURCES AND

COMPENSATION

COMMITTEE

FEES

SHARES

AND OTHER

PAYMENTS

OR BENEFITS

2

TOTAL

REMUNERATION

Justine Smyth$282,997$12,968–$11,115$1,019$308,100

3

Alison Barrass$140,675––$26,906

4

$1,019$168,600

Paul Berriman$140,675$18,396–––$159,071

Alison Gerry$140,675$31,205

5

–––$171,880

Pip Greenwood$35,169$4,599–––$39,768

6

Ido Leffler$140,675––10,674

7

–$151,349

Charles Sitch$140,675$18,396–––$159,071

Mark Verbiest$122,268

8

––––$122,268

Total$1,143,810$85,564$48,695$2,038$1,280,108

1 The figures shown are gross amounts and exclude GST (where applicable) and rounded to nearest dollar.

2 In addition to the contributions towards health insurance amounts shown in this table, Spark meets costs incurred by directors that are incidental to the performance of their duties.

This includes providing New Zealand-based directors with mobile phones and a $120 per month home phone account credit and overseas-based directors with a $400 per month

telephone allowance. Spark also meets the costs of directors’ Spark-related travel. As these costs are incurred by Spark to enable directors to perform their duties, no value is

attributable to them as benefits to directors for the purposes of the above table.

3 Ms Smyth received fees as a member of the Board and Chair of the HRCC and ARMC from 1 July 2017 to 3 November 2017. Following her appointment as Chair of the Board she

ceased to receive fees from any committee from 4 November 2017.

4 Ms Barrass received fees as a member of the HRCC from 1 July 2017 to 3 November 2017 and Chair of the HRCC from 4 November 2017.

5 Ms Gerry received fees as a member of the ARMC from 1 July 2017 to 3 November 2017 and Chair of the ARMC from 4 November 2017.

6 Ms Greenwood was appointed as a member of the Board and the ARMC from 1 April 2018.

7 Mr Leffler received fees as a member of the HRCC from 4 November 2017.

8 Mr Verbiest ceased to receive fees as Chair of the Board from 4 November 2017.

The total remuneration earned by, or paid to, the Managing Director Mr Simon Moutter, for FY18 and the total anticipated target

remuneration expected to be earned or paid in FY19 is as follows:

PERIODBASE SALARY

1

SHORT-TERM

INCENTIVE

2


EQUITY

INCENTIVE

3

LONG-TERM INCENTIVE

4

FY18 actual remuneration$1,417,500$779,625$623,700$1,000,000 in the form of 172,481

restricted ordinary shares

FY19 anticipated target

remuneration

$1,417,500$787,500$630,000$1,000,000 in the form of restricted

ordinary shares

1 Base salary includes employer contributions towards KiwiSaver and is not at risk. Mr Moutter does not receive any directors’ fees.

2 FY18 actual short-term incentive was earned in FY18 and will be paid in FY19, as further described in Managing Director Annual Performance Incentive Scheme on www.sparknz.

co.nz/about/governance. The gross amount earned in FY17 and paid in FY18 was $708,750. FY19 anticipated target short-term incentive will be earned in FY19 and paid in FY20.

3 FY18 actual equity incentive was earned in FY18 and will be awarded in FY19 in the form of redeemable ordinary shares that will reclassify as ordinary shares in September 2020,

as further described in Managing Director Performance Equity Scheme on www.sparknz.co.nz/about/governance. The gross amount earned in FY17 and awarded in FY18 was

$567,000. FY19 anticipated target equity incentive will be earned in FY19 and awarded in FY20 in the form of redeemable ordinary shares that will reclassify as ordinary shares in

September 2021.

4 FY18 actual long-term incentive was granted in FY18 and, subject to specific performance hurdles, will vest in September 2020, as further described in Managing Director

Long-Term Incentive Scheme on www.sparknz.co.nz/about/governance. FY19 anticipated target long-term incentive will be granted in FY19 and, subject to performance hurdles,

will vest in September 2021.

Page 91
The following Managing Director long-term incentives vested in FY18:

GRANT

YEARSECURITIES

PERFORMANCE

PERIOD

PERFORMANCE

MEASUREVESTING OUTCOME

SHARES

TRANSFERRED

VALUE

TRANSFERRED

1

FY14Share rights,

Exceptional LTI

November 2013

– November 2016

(plus one year

deferral of 40%)

Absolute TSR, max.

hurdle – 2 x Spark’s

annual cost of

equity

compounding

100% – 3 year TSR

result was 85%

compared with a

74% target

171,440 (the final

deferred 40%

instalment)

$629,185

FY15Share rights September 2014

– September 2017

Absolute TSR,

hurdle – Spark’s

annual cost of

equity + 1%

compounding

100% – 3 year TSR

result was 62%

compared with a

37% target

333,123$1,192,580

Total$1,821,765

1 Represents the NZSX listed price of Spark shares on the exercise/transfer date x number of shares transferred.

Additionally, Mr Moutter’s FY15 Equity Incentive (essentially a deferred STI) vested on 21 September 2017, as the service condition was

satisfied. Accordingly, 128,461 redeemable ordinary shares converted to ordinary shares.

The total remuneration earned by, or paid to, key management personnel, being the directors and members of the Leadership Team, is

set out in note 6.4 of the financial statements.

Employees do not receive any additional remuneration or other benefits from Spark for acting as directors of subsidiary companies.

Mr Quince received a director’s fee of NZ$10,000 (excluding GST) for acting as a director of Teleco Insurance (NZ) Limited. From 1 July

2017 to 31 December 2017, Estera Services (Bermuda) Limited received directors’ fees of US$2,750 in relation to Ms Dyer-Fagundo

acting as a director of TCNZ (Bermuda) Limited and US$2,750 in relation to Ms Dyer-Fagundo acting as a director of Teleco Insurance

Limited. These directors’ fees increased to US$2,805 effective 1 January 2018.

Board and committee meeting attendance for FY18

The Board held seven formal meetings and two special meetings during FY18. The table below shows director attendance at these

Board meetings and committee member attendance at committee meetings. Sub-committees of the Board also met regularly

throughout the year to consider matters of special importance.

BOARD

SPECIAL BOARD

MEETINGARMCHRCCNOMS

Total number of meetings held72662

Alison Barrass72–62

Paul Berriman716–2

Alison Gerry726–2

Pip Greenwood

¹

312–1

Ido Leffler71–3

5

2

Simon Moutter72–––

Charles Sitch626–1

Justine Smyth726

3

62

Mark Verbiest

²

1–3

4

21

1 Ms Greenwood was appointed a director on 1 April 2018.

2 Mr Verbiest ceased to be a director on 3 November 2017.

3 Ms Smyth attended ARMC meetings in an ex officio capacity from 4 November 2017.

4 Mr Verbiest attended ARMC meetings in an ex officio capacity until 3 November 2017.

5 Mr Leffler was appointed a member of the HRCC from 3 November 2017.

Page 92Spark New Zealand Annual Report 2018Other information
Director independence and interests

The Board has determined, based on information provided by directors regarding their interests, that at 30 June 2018: Ms Barrass,

Mr Berriman, Ms Gerry, Ms Greenwood, Mr Leffler, Mr Sitch and Ms Smyth were independent.

The position in respect of Ms Greenwood changed as a result of her appointment as the interim CEO of Russell McVeagh on 16 August

2018. Ms Greenwood joined the Board of Spark on 1 April 2018 and at 30 June 2018, was a Partner and board member of Russell

McVeagh, a law firm that continues to provide professional services to Spark. At those dates the Board determined Ms Greenwood to be

independent, based on a number of factors including that the relationship with Russell McVeagh is handled at management level and

that upon confirmation of her appointment, Ms Greenwood immediately ceased providing services to Spark in her capacity as a Partner

of Russell McVeagh. Certain protocols were also put into place to further mitigate any risk of influence arising, which apply in addition to

the Board’s usual conflict of interest procedures.

Following Ms Greenwood’s appointment as interim CEO of Russell McVeagh, the Board determined that she was not independent, due

to the increased risk that, while serving as interim CEO, Ms Greenwood could be perceived to be materially influenced when making

decisions as a director of Spark. The protocols, put in place to mitigate the risk of influence arising, were expanded to cater for this role.

The Board determined that Mr Moutter was not independent due to his position as Managing Director. Further information regarding

director independence independence and conflict of interest may be found at: www.sparknz.co.nz/about/governance.

Directors made the following entries in the interests register for FY18:

>>

Directors disclosed, pursuant to section 140 of the Companies Act 1993, interests in the following entities during FY18:

DIRECTORENTITYRELATIONSHIP

Alison BarrassLewis Road Creamery LimitedDirector

Callaghan InnovationCeased to be a director

Methven LimitedAppointed Chair

Paul BerrimanMultisource Telecoms Proprietary LimitedDirector

Alison GerrySharesies LimitedDirector and Chair

Sharesies Nominee LimitedDirector

Pip GreenwoodRussell McVeaghPartner

Fisher & Paykel Healthcare LimitedDirector

Auckland Writers FestivalTrustee

Ido LefflerYes To IncCeased to be a board member

VestergaardBoard member

Page 93
>>

Directors disclosed, pursuant to section 148 of the Companies Act 1993, the following acquisitions and disposals of relevant interests

in Spark shares during FY18:

NAMEDATE NATURE OF TRANSACTIONCONSIDERATION

NUMBER OF

SHARES

Alison Barrass31 August 2017Purchase of ordinary shares$39,99110,200

7 November 2017Purchase of ordinary shares$98,24727,000

Alison Gerry30 August 2017Purchase of ordinary shares$97,62125,000

Ido Leffler3 October 2017Purchase of ordinary shares$33,21210,000

Simon Moutter19 September 2017Grant of restricted ordinary sharesServices to Spark 172,481

19 September 2017Grant of redeemable ordinary sharesServices to Spark91,958

21 September 2017

Reclassification of redeemable ordinary shares to

ordinary sharesServices to Spark 128,461

2 October 2017

Issue of ordinary shares upon exercise of share

rightsServices to Spark 333,123

18 October 2017Sale of ordinary shares$182,07750,000

16 November 2017

Issue of ordinary shares upon exercise of

share rightsServices to Spark171,440

1 December 2017Sale of ordinary shares$180,32250,000

16 April 2018Unrestricting of restricted ordinary shares$2,338844

Justine Smyth

1

17 October 2017Purchase of ordinary shares$183,24050,000

5 December 2017Purchase of ordinary shares$252,91870,000

Mark Verbiest

2

30 August 2017Purchase of ordinary shares$57,97515,000

8 March 2018Purchase of ordinary shares$51,30015,000

1. Relevant interest in beneficial ownership held by Miksha Trust.

2. Relevant interest in beneficial ownership held by Bear Fund NZ Limited.

>>

Directors disclosed, for the purposes of section 162 of the Companies Act 1993, insurance effected for Spark’s directors and senior

managers for the 12-month period from 1 June 2018 and deeds of indemnity provided to all directors and specified senior managers

of Spark.

Gender composition of our workforce

The following table sets out the numbers of men and women at different levels of Spark’s workforce as at 30 June 2017 and

30 June 2018.

1

FEMALEMALE

2017201820172018

NO.%NO.%NO.%NO.%

Directors

2

338%450%562%450%

Leadership Team

3

229%233%571%467%

Other leadership roles

4

1423%1623%4777%5477%

Overall workforce 2,05936%2,15739%3,67464%3,35461%

1 The table includes details of permanent and fixed-term employees of Spark and its directors.

2 Mr Verbiest ceased as a director of Spark on 3 November 2017 and Ms Greenwood was appointed as a director of Spark on 1 April 2018.

3 Excludes the Managing Director as he is already included as a director in the figures above. The Leadership Squad is considered ‘senior managers’ for the purposes of the

Financial Markets Conduct Act 2013 and ’senior executives’ for the purposes of the ASX Corporate Governance Council’s Principles and Recommendations.

4 Substantive roles that report directly to members of the Leadership Squad (including the Managing Director) or to their direct reports.

Page 94Spark New Zealand Annual Report 2018Other information
Employee remuneration

The table below shows the number of employees and former employees, not being directors of Spark, who, in their capacity as

employees, received remuneration and other benefits during FY18 totalling NZ$100,000 or more.

1

RANGECURRENTFORMERTOTALRANGECURRENTFORMERTOTAL

$100,000–$110,00035149400$380,001–$390,000011

$110,001–$120,00032127348$390,001–$400,000123

$120,001–$130,00025220272*$400,001–$410,000123

$130,001–$140,00021312225$410,001–$420,000101

$140,001–$150,00015124175$420,001–$430,000213*

$150,001–$160,0009216108$430,001–$440,000101

$160,001–$170,000611273$440,001–$450,000202

$170,001–$180,00058664$450,001–$460,000202

$180,001–$190,00037946$460,001–$470,000202

$190,001–$200,00046854$480,001–$490,000101

$200,001–$210,00024731$490,001–$500,000101

$210,001–$220,00027633$500,001–$510,000303

$220,001–$230,00015217$510,001–$520,000303*

$230,001–$240,00010515$580,001–$590,000011

$240,001–$250,00014418$590,001–$600,000101

$250,001–$260,0007411$600,001–$610,000101

$260,001–$270,00012315$660,001–$670,000101

$270,001–$280,000448$670,001–$680,000101

$280,001–$290,000437*$680,001–$690,000101*

$290,001–$300,000404$820,001–$830,000101

$300,001–$310,000314$840,001–$850,000101*

$310,001–$320,000426$970,001–$980,000101*

$320,001–$330,000448$1,000,001–$1,010,000011*

$330,001–$340,000213*$1,100,001–$1,110,000011*

$340,001–$350,000224**$1,110,001–$1,120,000011

$350,001–$360,000314*$1,670,001–$1,680,000101

$360,001–$370,000314*$2,580,001–$2,590,000101

$370,001–$380,000314*

Total1,7572442,001

1 The table includes base salaries, short-term incentives and vested or exercised long-term incentives (including FY14 Exceptional LTI vesting outcomes – see further details below).

The table does not include: amounts paid after 30 June 2018 relating to FY18; long-term incentives that have been granted and have yet to vest (based on grant values, the total

value of which was NZ$9.03 million as at 30 June 2018); product and service concessions received by employees; contributions paid to the Government Superannuation Fund (a

legacy benefit provided to a small number of employees); and, if the individual is a KiwiSaver member, contributions of 3% of gross earnings towards that individual’s KiwiSaver

scheme.

* Denotes number of employees who received benefits from the one-off FY14 Exceptional LTI, i.e. *is one employee and ** is two employees.

FY14 Exceptional LTI Grant

The employee remuneration information in the table above includes the value of 40% of the FY14 Exceptional LTI vesting outcomes,

which totalled $5.4 million across 27 employees (excluding the Managing Director). The remaining 60% vested in FY17.

As noted in the FY14 annual report, the FY14 Exceptional LTI was granted in November 2013. Vesting of these awards was conditional

on the achievement of a TSR hurdle of 74%, being 2 x Spark’s annual cost of equity compounding over the three years to 30 November

2016. Spark’s actual TSR over the same period was 85%, which resulted in 100% vesting.

Page 95
Shareholdings

As at 30 June 2018 there were 1,835,390,783 Spark ordinary shares on issue, each conferring to the registered holder the right to one

vote on a poll at a meeting of shareholders on any resolution, held as follows:

SIZE OF HOLDINGNUMBER OF HOLDERS

1

%NUMBER OF SHARES%

1–1,00012,47731.156,595,0320.36

1,001–5,00017,20742.9544,593,1762.43

5,001–10,0005,60313.9941,729,5162.27

10,001–100,0004,59311.46105,913,7635.77

100,001 and over1790.451,636,559,29689.17

Total40,059100.001,835,390,783100.00

1 Includes 1,657,306 shares on issue held by Spark Trustee Limited on behalf of 39 holders for the Spark Long-Term Incentive Plan (as further described in note 6.3 of the financial

statements). There are 773,404 shares on issue held by Spark Trustee Limited on behalf of 1,131 holders for Spark Share.

As at 30 June 2018 there were 190,904 redeemable ordinary shares on issue held by the Managing Director. Redeemable ordinary

shares and shares held under Spark Share have the same voting rights as ordinary shares (but are subject to restrictions regarding

disposal). Restricted ordinary shares are issued to Spark employees as part of Spark’s long-term incentive schemes. Further information

on these schemes is contained in note 6.3 of the financial statements and at www.sparknz.co.nz/about/governance.

As at 30 June 2018 there were 569 shareholders holding between 1 and 99 ordinary shares (a minimum holding under the NZX

listing rules).

The 20 largest registered holders of Spark shares at 30 June 2018 were:

NAME

1

NUMBER OF SHARES%

1.HSBC Nominees (New Zealand) Limited

2

428,428,61023.34

2.HSBC Nominees (New Zealand) Limited

2

277,739,35415.13

3.JP Morgan Chase Bank256,799,35213.99

4.Citibank Nominees (NZ) Limited113,804,2466.20

5.HSBC Custody Nominees (Australia) Limited66,231,1803.61

6.Accident Compensation Corporation47,100,2862.57

7.National Nominees New Zealand Limited40,160,1352.19

8.New Zealand Superannuation Fund Nominees Limited36,697,8212.00

9.Cogent Nominees Limited36,210,2501.97

10.JP Morgan Nominees Australia Limited28,210,9581.54

11.Citicorp Nominees Pty Limited26,524,4821.45

12.Tea Custodians Limited24,975,3931.36

13.BNP Paribas Nominees NZ Limited

3

23,420,9751.28

14.Premier Nominees Limited22,249,7091.21

15.National Nominees Limited17,371,8190.95

16.BNP Paribas Nominees NZ Limited

3

16,920,7650.92

17.FNZ Custodians Limited15,028,1420.82

18.JB Were (NZ) Nominees NZ Limited11,733,3900.64

19.New Zealand Depository Nominee Limited9,740,5270.53

20.Cogent Nominees (NZ) Limited7,920,3290.43

1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the applicable members.

2 Has a different holder identification number to the other HSBC Nominees (New Zealand) Limited entry.

3 Has a different holder identification number to the other BNP Paribas Nominees NZ Limited entry.

Page 96Spark New Zealand Annual Report 2018Other information
According to substantial holder notices, as at 30 June 2018 the substantial holders in Spark were as follows:

NAME

NUMBER OF

ORDINARY SHARES

% OF ORDINARY

SHARES ON ISSUE

1

Blackrock Investment Management (Australia) Limited137,946,7717.52%

The Capital Group Companies Inc127,610,6136.95%

1 Based on issued share capital of 1,835,390,783 as at 30 June 2018.

As at 30 June 2018 directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013) in

Spark shares as follows:

NAME

RELEVANT INTEREST IN SPARK SHARES

AT 30 JUNE 2018

NUMBER%

1

Alison Barrass37,2000.002

Paul Berriman20,0000.0011

Alison Gerry25,0000.0014

Pip Greenwood––

Ido Leffler10,0000.0005

Simon Moutter2,423,154

2

0.1320

Charles Sitch13,9340.0008

Justine Smyth350,201

3

0.0191

1 Each percentage stated has been rounded to the nearest 1/1000th of a percent.

2 Includes 1,675,338 ordinary shares, 190,904 redeemable ordinary shares and 552,743 restricted ordinary shares and 4,169 ordinary shares held in custody for the M J Taylor

Family Trust.

3 Relevant interest in beneficial ownership of 350,201 ordinary shares held by Miksha Trust.

All non-executive directors are expected to hold Spark shares. Subject to personal circumstances (that should be discussed with the

Chair, or in the case of personal circumstances of the Chair, with the Chair of the ARMC, as appropriate), there is an expectation that

each non-executive director will purchase and hold an amount of shares that are at least equivalent in value to the non-executive director

base member fee as at the date of their appointment, or in the case of directors appointed before 1 July 2017, as at 1 July 2017. Shares

are to be purchased within a three year period from the date of appointment, or in the case of directors appointed before 1 July 2017,

within a three-year period from that date. To assess whether this expectation has been met, the aggregate purchase price for all shares

acquired, less the aggregate sale price for all shares disposed (if any), is used to calculate value.

Page 97
Subsidiary company directors

The following people held office as directors of subsidiary companies at 30 June 2018. Alternate directors are indicated with an (A).

SUBSIDIARY COMPANYCURRENT DIRECTORSDIRECTORS WHO RETIRED DURING THE YEAR

Computer Concepts LimitedM Anastasiou, D Chalmers, J Hodson,

Digilife New Zealand LimitedD Werder, M StriblingE Hyde

Digital Island LimitedD Chalmers, J Hodson

Gen-i Australia Pty LimitedF Evett, I HopkinsM Pryke

Gen-i LimitedM Anastasiou, J Hodson

Lightbox New Zealand LimitedD Chalmers, G McBeathJ Paris

Qrious LimitedD Chalmers, N Morris E Hyde

Revera LimitedM Anastasiou, D Chalmers, J Hodson

Spark Finance LimitedM Anastasiou, D Chalmers, M Sheppard,

D Werder

Spark New Zealand Cables LimitedM Sheppard, C FraserL Cowley

Spark New Zealand LS LimitedD Chalmers, J Hodson

Spark New Zealand Trading LimitedC Barber, M Beder, D Chalmers, J Hodson, E Hyde, J Paris

Spark Retail Holdings LimitedM Anastasiou, D Chalmers

Spark Trustee LimitedM Anastasiou, D Chalmers

TCNZ Australia Investments Pty LimitedF Evett, I HopkinsM Pryke

TCNZ (Bermuda) LimitedD Havercroft, A Dyer-Fagundo,

J Wesley-Smith, A Pirie (A), M Stribling (A)

L Cowley

TCNZ Financial Services LimitedM Anastasiou, F Evett

TCNZ (United Kingdom) Securities LimitedF Evett, M Palmer, J Reader

Teleco Insurance LimitedM Beder, A Dyer-Fagundo, D Werder,

M Anastasiou (A), J Burke (A),

S Demerling (A), F Evett (A)

Teleco Insurance (NZ) LimitedD Werder, R Quince

Telecom Capacity LimitedD Chalmers, J Wong

Telecom Enterprises LimitedM Anastasiou, D Chalmers

Telecom New Zealand (UK) Enterprises

Limited

F Evett, M Sheppard

Telecom New Zealand USA LimitedM Laing, J WongL Cowley

Telecom Pacific LimitedM Anastasiou, M Sheppard

Telecom Southern Cross LimitedM Anastasiou, D Chalmers

Telecom Wellington Investments LimitedM Anastasiou, F Evett

Telegistics Repair LimitedR Morris, R Singh, S Titherington M Laing

Page 98Spark New Zealand Annual Report 2018Other information
3Gmeans third-generation mobile network as defined by the International Telecommunications Union.

4Gmeans fourth-generation mobile network as defined by the International Telecommunications Union.

4.5Gmeans an evolution of the 4G mobile network which enables network features such as multiple carrier

aggregation and increases theoretical maximum data speeds.

5Gmeans fifth-generation mobile network as defined by the International Telecommunications Union.

ADRmeans an American Depositary Receipt.

ARMCmeans the Audit and Risk Management Committee.

ASXmeans the Australian Securities Exchange.

CCLmeans Computer Concepts Limited.

CCNmeans Converged Communications Network.

Companymeans Spark New Zealand Limited.

EBITDAmeans Earnings before Interest, Income Tax Expense, Depreciation and Amortisation and is a non-GAAP

measure used by management.

ESG Reportmeans Spark’s separate Environment, Social & Governance Report available at www.sparknz.co.nz/what-matters.

FCFmeans Free Cash Flow.

Groupmeans the Group in relation to these financial statements, which are prepared for Spark New Zealand Limited

(the company) and its subsidiaries (together the Group).

HRCCmeans the Human Resources and Compensation Committee.

ICTmeans Information and Communications Technologies.

IFRSmeans International Financial Reporting Standards.

LT Emeans Long-Term Evolution.

LT Imeans Long-Term Incentive, which is part of Spark Leadership Team and Managing Director remuneration.

mNPSmeans market Net Promoter Score and is our measure of customer satisfaction.

Net debtmeans a non-GAAP measure of debt used by management that includes long-term debt at the value of hedged

cash flows due to arise on maturity, plus short-term debt, less any cash.

NMmeans not meaningful.

NOMsmeans the Nominations and Corporate Governance Committee.

NPSmeans Net Promoter Score.

NZ GAAPmeans Generally Accepted Accounting Practice in New Zealand.

NZ IASmeans New Zealand International Accounting Standard.

NZ IFRSmeans New Zealand Equivalent to International Financial Reporting Standards.

NZSXmeans the main board equity security market operated by NZX.

NZXmeans NZX Limited.

OTNmeans Optical Transport Network.

PRSmeans Performance Rights Scheme.

PSTNmeans Public Switched Telephone Network.

Southern Crossmeans Southern Cross Cables group of companies, which consists of two sister companies, Southern

Cross Cables Holdings Limited and Pacific Carriage Holdings Limited and their subsidiaries.

SRANmeans Single Radio Access Network.

SRSmeans Share Rights Scheme.

STImeans Short-Term Incentive, which is part of Spark Leadership Team and Managing Director remuneration.

TaaSmeans Telecommunications-as-a-Service, which is a Government programme that delivers a range of cross-

government telecommunications and managed security services.

TSRmeans Total Shareholder Return and is a measure of share price appreciation and dividends paid over a given

period.

UFBmeans Ultra Fast Broadband.

WACCmeans Weighted Average Cost of Capital.

Glossary

Page 99
Contact details

Spark New Zealand Limited

ARBN 050 611 277

Registered office

Level 2

Spark City

167 Victoria Street West

Auckland 1010

New Zealand

Ph +64 4 471 1638 or 0800 108 010

Acting company secretary

Justine Gunn

For more information

For inquiries about transactions, changes of address or dividend payments contact the share registries below.

New Zealand registry

Link Market Services Limited

Level 11 Deloitte Centre

PO Box 91976

80 Queen Street

Auckland 1142

Ph +64 9 375 5998 (investor inquiries)

Fax +64 9 375 5990

enquiries@linkmarketservices.com

www.linkmarketservices.co.nz

Australian registry

Link Market Services Limited

Level 12

680 George Street

Sydney NSW 2000

Australia

Locked Bag A14

Sydney South NSW 1235

Australia

Ph +61 2 8280 7111 (investor inquiries)

Fax +61 2 9287 0303

registrars@linkmarketservices.com.au

www.linkmarketservices.com.au

United States registry

Computershare Investor Services

P.O. Box 505000

Louisville, KY 40233-5000

United States of America

Ph +1 888 BNY ADRS (+1 888 269 2377)

or +1 201 680 6825 (from outside the

United States)

shrrelations@cpushareownerservices.com

www-us.computershare.com/investor

For inquiries about Spark’s operating and financial performance contact:

investor-info@spark.co.nz

Investor Relations

Spark New Zealand Limited

Private Bag 92028

Auckland 1142

New Zealand

investors.sparknz.co.nz

insight

creative.co.nz


SPARK033


08/18

investors.sparknz.co.nz
ARBN 050 611 277

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10.

details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:

Taxable

/ Non TaxableConversionInterest

Renouncable

Rights IssueCapital

Call

Dividend

If ticked, stateFull

non-renouncable

change

X

whether:

InterimYear

X

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this event

If more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per securityPayment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

Taxation

Amount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FWP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

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Cease Quoting Rights 5pm:

Commence Quoting New Securities:

Security Code:

Cease Quoting Old Security 5pm:

EMAIL: announce@nzx.com

Notice of event affecting securities

1

SPARK NEW ZEALAND LIMITED

DAVID CHALMERSDIRECTORS' RESOLUTION

(09) 373 6919(09) 303 34302282018

ORDINARY SHARESNZ TELE0001S4

In dollars and cents

RETAINED EARNINGS

$0.110

Enter N/A if not

applicable

NZD$0.014559

$201,892,986

Date Payable

5 October, 2018

21/09/18 AUST, NZ & USA

05/10/2018 AUST & NZ; 15/10/18 USA

$$0.014804$0.032083

$

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

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details on additional pages)

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make this notice

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state whether:

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change

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whether:

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If more than one security is affected by the event, use a separate form.

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If more than one class of security is to be issued, use a separate form for each class.

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EMAIL: announce@nzx.com

Notice of event affecting securities

1

SPARK NEW ZEALAND LIMITED

DAVID CHALMERSDIRECTORS' RESOLUTION

(09) 373 6919(09) 303 34302282018

ORDINARY SHARESNZ TELE0001S4

In dollars and cents

RETAINED EARNINGS

$0.015

Enter N/A if not

applicable

NZD$0.001985

$27,530,862

Date Payable

5 October, 2018

21/09/18 AUST, NZ & USA

05/10/2018 AUST & NZ; 15/10/18 USA

$$0.002019$0.004375

$

---

1 JULY 2017 – 30 JUNE 2018
Environment,

Social &

Governance

Report 2018

Growth | People | Community | Environment | Supplier | Governance | Risk

This Environment, Social and Governance
Report which comprises Spark’s Corporate

Governance Statement, was approved by the

Board of Spark New Zealand Limited on

22 August 2018 and is accurate as at that

date. The Board does not undertake any

obligation to revise this Report to reflect

events or circumstances after 22 August 2018

(other than in accordance with the continuous

disclosure requirements of the applicable

Listing Rules).

Long-term

growth

PAGE 05

Community

PAGE 21

Supplier code

of conduct

PAGE 32

Risk

PAGE 48

People &

remuneration

PAGE 08

Environment

PAGE 26

PAGE 34

Governance

Introduction
Spark’s purpose is to

help all of New Zealand

win big in a digital

world. To truly live this

purpose, we must do

the right thing by our

shareholders, our

people, our customers

and ultimately by all

New Zealanders.

We will do this by:

• Focusing on long-term growth

and business sustainability;

• Cultivating an inclusive workplace

of diverse and engaged people;

• Supporting Spark Foundation to

encourage generosity and build a

better future for New Zealanders;

• Using technological innovation to

reduce our own environmental

impact and that of our customers;

• Embedding our Supplier Code

of Conduct into supply chain

management; and

• Applying best practice governance

and risk management procedures.

Page 4 Spark New Zealand FY18 Environment, Social & Governance ReportWElcomE.
Tēnā koutou,

For Spark to succeed we know we must change faster on the inside than the

world is changing on the outside. That’s why we’ve embarked on a massive

programme of business transformation that will help us bring better products to

our customers even faster, empower our people to act and put a relentless focus

on the customer experience and journey. But while our day-to-day rhythm is

necessarily fast, we also never take our eye off Spark’s long heritage over more

than 100 years. We believe part of our job as the current leaders of this company

is to set it up to serve New Zealanders for the next 100 years. If we are to do this,

we must take a clear-eyed look at our performance across a range of measures,

going beyond pure financials and looking at our long-term contribution to

New Zealand.

That is what this Report sets out to do. In it we evaluate our performance

rigorously and set out how we intend to improve over the next financial year and

beyond. In doing so we have drawn on a range of external measures and

benchmarks, including noting the relevant United Nations Sustainable

Development Goals (SDGs) applicable to our sustainability programmes.

Our starting point is our higher purpose: to help all of New Zealand win big in

a digital world. This means giving New Zealand businesses an edge; helping all

our customers to achieve amazing things with technology and ensuring every

New Zealander has the opportunity to participate in our country’s digital future by

bridging the digital divide. It means promoting the wellbeing of Spark people,

giving them opportunities to use and grow their talents and giving every individual

the confidence to bring their whole self to work. It means using our influence to

ensure our partners are ethical, our environment is protected and our communities

thrive. And, of course, it means using best practice governance and risk

management processes, to protect our shareholders’ investments for the long-term.

We know we still have work to do to improve our environmental, social and

governance performance but we have a strong focus on this area and are

prepared to ask the hard questions of ourselves.

We are looking forward to the next financial year, during which Spark will embed

the huge changes of recent months, and continue building a stronger, more

resilient and truly useful business for our customers, our people, our shareholders

and New Zealand.

Ngā mihi,

Justine Smyth Simon Moutter

Chair Managing Director

22 August 2018

Welcome.

Justine Smyth Chair

Simon Moutter

Managing Director

Long-term
growth

committed to UN SDG goals:

Page 6 Spark New Zealand FY18 Environment, Social & Governance ReportloNG-TErm GroWTh
At Spark we are committed to delivering against our clear, long-term

strategy to deliver consistent earnings growth, sustainable business

performance and dividends that in the long-term are fully funded

through earnings.

This strategy is reinforced by three, more recent, specific areas of focus:

• An increased emphasis on wireless services and investment;

• Better serving price-sensitive customers; and

• The company with the lowest operating costs in our industry in New Zealand.

Our commitment to being an environmentally aware, low-carbon business; to a

culture of diverse and engaged talent and to maintaining a strong governance

framework that strengthens Spark’s market position and aims to enhance investor

confidence in the long-term sustainability of our business strategy.

We have already made significant progress against our three focus areas – giving

us the confidence to transition to an Agile operating model that will:

• Deeply embed customer centricity;

• Dramatically increase speed to market;

• Foster highly empowered, more productive and engaged people.

We operate in a tough and competitive industry and we know our aspirations are

bold. Nonetheless we believe we have the capability and expertise needed for

success, with a number of assets:

• Spark’s Leadership Squad and people are energised and highly capable;

• A solid track record of execution;

• A clear view of market dynamics, opportunities and the risks ahead;

• A solid technology foundation that is adaptable and future ready;

• A strong suite of assets including market scale, strong balance sheet and

cash-flow, portfolio of brands, strong channels and partnerships, digital service

capabilities and a powerful organisational culture.

As a result we remain on track to deliver on our aspiration to, over time, increase

EBITDA margin into the low 30% range (from high 20% range currently). This will

be underpinned by sustained revenue growth and cost reductions in Spark’s core

business areas; complemented by selectively entering new high-growth markets to

unlock additional revenue streams and business models.

We also retain our ambition to pay a sustainable dividend per share that in the

long-term is fully funded through earnings of 25 cents per share or above. This is

reflective of sustainable growth in Free Cash Flow (FCF) and a prudently managed

capital structure, which in turn allows for consistent distributions to shareholders.

This focus on long-term growth and business sustainability will deliver the Spark of

the future, as we continue on our path to help all of New Zealand win big in a

digital world.

FY18 adjusted earnings

per share up

0.4%

FY18 adjusted EBITDA up

2.2%

Long-term

growth

Long-term growth

compound average total

shareholder return

17% p.a.

over the past three years

Page 7 Spark New Zealand FY18 Environment, Social & Governance ReportloNG-TErm GroWTh
modest revenue growth

Tight capital expenditure

management driving

FcF growth

competitive advantage

margin expansion

Prudent capital structure

Environmental and

social sustainability

Strong governance


Grow core mobile and IT services


Enter high-growth segments


Selective bolt-on mergers and acquisitions


Embrace a wireless future


Digitise the service experience

to create operational efficiency


Amazing customer experiences


Differentiate through multi-brand

and inclusions


Superior IT platforms and networks


Environmentally aware


Reduce carbon emissions


Contributing to New Zealand communities


Socially diverse and engaged talent


Proactive risk management policies


Diverse Board composition and skills


Capex maintained at ~11%–12% of sales


Investment focused on future revenue

streams and transforming customer

experience


A- credit rating


Ambition to pay a sustainable dividend per

share, that in the long term is fully funded

through earnings, of 25 cents per share or

above; with consideration to topping up

earnings in the short term

Rising

dividend

profile

KEY FocUS ArEAS

Long-term growth

Evidenced by Total Shareholder Returns

ShArE PrIcE GroWTh

Sustainable

business

performance

Consistent

earnings

growth

SPArK’S moDEl For loNG-TErm GroWTh

committed to UN SDG goals:
People &

remuneration

Page 9 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Spark seeks to employ the best people and to empower them to do

great things for our customers and for New Zealand. To achieve this we

remunerate our people with competitive salaries, provide them with a

wide range of benefits and incorporate customer satisfaction measures

into our performance incentives. We also invest in our people – looking

to bring top talent through into leadership roles sooner rather than later.

our company values guide our decisions and the way our people

behave. During FY18, a cross-section of Spark’s people formed a

working group to reconsider our company values and whether they truly

fit with our focus on diversity and inclusion. The result was a new and

improved set of values to take us into the future. We have also

incorporated the Te reo translations of these values, acknowledging

and respecting our native tongue.

Appointed Spark’s first

female Board chair,

Justine Smyth

33%

of Spark leadership

Squad is female

People &

remuneration

People & remuneration

Our Values

TŪhoNo

WE coNNEcT.

• Connection is at the heart of everything we do.

• We listen and care about our customers, our communities and each other.

• We connect with Spark’s purpose and act with intent.

mĀIA

WE ArE BolD.

• We’re not afraid to take ownership and get stuff done.

• We’re straight up and we make an impact now.

• We have the courage and commitment to think big, be visionary

and deliver today.

WhAKAmANA

WE EmPoWEr.

• We’ve got each other’s back.

• We empower our people to enable the communities we serve.

• We inspire everyone to reach their full potential and to speak up

about what’s important.

mATomATo

WE SUccEED ToGEThEr.

• We work hard to shape a better future.

• We celebrate success with humility, learn from failure and grow.

• We embrace diversity, making our business and all of New Zealand successful.

Page 10 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Spark’s key People goals can be summarised as follows:

KEY GoAlSPErFormANcE IN FY18loNG-TErm GoAlS AND ASPIrATIoNS

create a diverse pipeline

of leaders and employees,

with a culture of inclusion


Increased female directors from 38% to

50% of the total Board, as at 30 June 2018


Appointed Spark’s first female Board Chair,

Justine Smyth


Proportion of females on the Managing

Director’s Leadership Squad increased

from 29% in FY17 to 33% in FY18


Rolled out new technology-enabled

Flexible Working Policy for all employees


Maintained ‘Rainbow Tick’ accreditation


Developed and delivered gender and

cultural bias awareness training across Spark


Launched ‘Tuia Te Ao’ cultural intelligence

app


>50% of directors and leaders to be

either female or non-New Zealand

European*


>50% of people leaders to be either

female or non-New Zealand European


Diversity and inclusion programmes

embedded in recruitment and

promotion practices

* As measured by information provided by each

employee in their staff profile and Diversity and

Inclusion profiles. We also audit each business unit.

Ensure Spark people are fairly

remunerated and incentivised in

ways that lead to better customer

outcomes


Measured and reported to the Board and

Leadership Squad on our gender pay gap


Developing a new remuneration structure

to better support pay parity


Reviewed and updated our parental leave

policy: effective from FY19 Spark paid

parental leave will increase from six weeks

to up to 22 weeks


Incorporated Spark-wide performance

objectives (including a 50% weighting on

customer satisfaction measures) for all

employees with Short-Term Incentives –

ensuring a One Spark approach


As we transitioned to Agile, we set out to

improve diversity by encouraging a wide

range of candidates to apply for leadership

roles; using diversity as a ‘lens’ when

evaluating candidates; and ensuring a fair,

merit-based selection process. This

resulted in a group of people leaders with

a diversity profile that is representative of

the workforce in the areas of our company

that have fully adopted Agile ways of

working.


Alignment of remuneration frameworks

to Agile principles


Achieve 100% pay parity


Ensuring our benefits suite promotes

diversity and inclusion throughout all

areas of Spark


Incentive schemes that promote a

One Spark approach to behaviours and

performance

Page 11 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
KEY GoAlSPErFormANcE IN FY18loNG-TErm GoAlS AND ASPIrATIoNS

Ensure Spark has the right 

skills on our Board and in

leadership teams for the

digital future 


Throughout FY18 members of the Board

and Leadership Squad met with

counterparts from a number of global

leading digital and technology companies

from Asia, Europe and North America


As illustrated by the Board skills matrix, the

Board continues to have an appropriate

mix of skills, diversity and experience for

the digital future


All people moving to work in an Agile

part of the business to complete

foundational Agile training


All leaders managing frontline

employees to complete Leadership

Mindset Programme

Provide a healthy and safe work

environment for Spark people

and those who work with

the company


Sought external advice from H&S

consultancy IMPAC, who carried out a gap

analysis for Spark’s business


Developed and applied a 12-month

strategy/roadmap, based on a set of

standards that will see Spark establish: a

clearly defined H&S framework; active

hazard and risk management;

development of an employee-driven safety

culture and ensuring we have the right

resources and processes to deliver on our

framework


Empowered workers and suppliers to

participate in and improve H&S through

a business-wide workers’ consultation

framework


Developed a risk-based governance

framework and policy and clear H&S

accountabilities. Communicated these

at all levels


Four critical hazards and associated risk

standards developed and deployed


Implemented an H&S information

management system with agreed modules


Reviewed ACC partnership program for

future validation and relevance and

retained ACC accreditation at a tertiary

level


Applied a Suppliers’ H&S prequalification

process


New starter safety observations and

leadership and culture training for Spark

people leaders


To achieve the four pillars of Spark’s H&S

standards in everything we do, i.e.

strategy and framework, hazard and risk

management, leadership and culture,

resourcing and supporting activities

Page 12 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Diversity and inclusion

Spark continues to make good progress in delivering diversity and inclusion

initiatives, with a focus on growing more balanced gender representation at

senior levels and improving our cultural identity/awareness.

As one of New Zealand’s leading employers we believe that ‘inclusion’ should be

hardwired into what we do and something that everyone at Spark understands.

The wide range of ethnicities and generations that make up our talented

workforce helps to create an inclusive culture.

We support several employee-led networks including:

• EmpowerED – a platform to unleash the potential of aspirational women

at Spark

• Te Āhika – building our people’s capability in a Māori business environment

• Spark Pride – embracing the diversity of our LGBTQI+ community and our

partnership with OutlineNZ

• Head First – creating a mentally healthy workplace

• Blue Heart Programme – leading diversity and inclusion from the heart

Recognition and celebration of significant cultural events was another primary

focus for FY18 which included:

• Diwali  

• Chinese (Lunar) New Year  

• ANZAC Day  

• Matariki and Te Wiki o Te Reo Māori  

• Eid al-Fitr 

• NZ Sign Language Week  

• Chinese Language Week  

• Samoan Language Week  

• Cook Island Language Week

Leading from the heart

In 2017 we commissioned a gender diversity report to gain qualitative feedback

on the impact of our diversity and inclusion programme. The results of this

showed while we had undertaken a number of successful initiatives to change

systems and processes, many of our people still didn’t feel we were focused

enough on the ‘inclusion’ side of the equation.

This issue was addressed in a speech by the Managing Director in September

2017 about facing up to our “uncomfortable truths” about inclusion within the

company. We have since rolled out a programme specifically focused on

ensuring all our people feel included and comfortable bringing their ‘whole

selves’ to work. This means tackling behaviours, values and addressing gender

diversity and other cultural biases.


We believe that ‘inclusion’ should

be hardwired into what we do

and something that everyone at

Spark understands.

Spark’s Diwali celebrations.

More than 2,700 Spark people have signed

the Blue Heart Pledge.

Page 13 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
One major initiative involved inviting all Spark people to make the ‘Blue Heart

Pledge’, which is an individual’s personal commitment to supporting diversity and

inclusion. We believe leading with hearts as well as minds is a critical part of

encouraging an inclusive environment at Spark. We’ve chosen a blue heart as our

visual icon because – for us – it is symbolic of the ‘blue culture’ we want to build

where achievement, self-awareness, encouragement and collaboration are tools

we use every day. And in the world of emojis (the language of mobile) a blue

heart means trust, harmony, peace and loyalty. By the end of FY18, 2,704 people

had signed a Blue Heart pledge, including all members of the Board and the

Leadership Squad – and we expect this number to grow in the coming months.

Champions for Change

At Spark, diversity in leadership is encouraged at all levels of the organisation.

The Board has led by example by achieving a 50:50 gender diversity split and

continues to promote women in leadership at Spark. Both Managing Director

Simon Moutter and Board Chair Justine Smyth are members of Champions for

Change, a group of New Zealand leaders from across the public and private

sectors who are committed to raising the value of diversity and inclusion within

their organisations. By fully embracing the vision of Champions for Change,

Spark will enjoy the benefits of unleashing the potential of all New Zealanders

and creating:

• A united, diverse and inclusive workforce;  

• ‘Inclusion’ firmly embedded into Spark culture; 

• Visible leadership and sponsorship; and 

• Partnerships with organisations who share the same values and commitment

to inclusion.

Women in leadership

Spark once again celebrated International Women’s Day by inviting inspirational

New Zealand women to share their stories and insights at offices in Auckland,

Hamilton, Wellington and Christchurch. Visibility of women in leadership is

encouraged through initiatives like EmpoweRED, a platform to unleash the

potential of aspirational women at Spark. The series is made up of TED-style talks

and panel discussions where women and men at Spark can ask leaders the hard

questions, as well as providing opportunities for mentorship and networking.

Pride

Spark’s ongoing commitment to our Pride community was demonstrated by the

#thankstoyou campaign, part of the Auckland Pride 2018 festival.

In 2017 Spark committed to our people that we would be an active and supportive

member and ally of the Rainbow Community internally and externally. The 2018

#thankstoyou campaign was the opportunity to demonstrate that commitment,

both to Spark employees and to the rest of New Zealand. It acknowledged the

historic efforts of individuals and organisations within the Rainbow Community,

which mean younger generations can now grow up in a country that is more

accepting, loving and respectful. It included the creation of a video, which went viral

across New Zealand, and the announcement of a three-year strategic partnership

with OUTLine (a confidential telephone support and face-to-face counselling

service available to the LGBTQI+ community and their families and friends).

In 2018 Spark once again took part in the Auckland Pride Parade, with a large

float and senior executive participation. This event and the #thankstoyou

campaign were widely communicated internally as a way for Spark people to

celebrate and get involved.

In 2017, Spark was the first company in New Zealand’s telecommunications

sector to achieve the Rainbow Tick certification and we have maintained this

accreditation over the FY18 year.

Spark once again took part in the Auckland

Pride Parade, with a large float and senior

executive participation.

Page 14 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Spark Māori Business Strategy

Spark’s vision for our Māori business strategy is kanohi kitea – for our people to

be seen, connected and empowered. Our mission is to become trusted advisors,

enabling intergenerational digital solutions through amazing technology. Our

purpose is awhinatia ngā tangata katoa o Aotearoa, kia matomato te tipu i tea o

matihiko – To help all New Zealanders so that they may grow, stand strong and be

successful in the digital world.

The strategy endeavours to build a relationship between Spark and the

Māori community and economy to effect change and become a driver for cultural,

economic and social growth through meaningful partnerships and digital

platforms.

The overall strategy is underpinned by Spark-translated values as guides. They

are whakamana (To empower), māia (Courage & Bravery), matomato (To flourish),

tūhono (To connect).

A snapshot of progress to date includes:

• Spark is one of three corporate organisations identified as an ‘exemplar’ for

use of Māori language (as traditionally non-speaking domains) and chosen to

participate in a 12-month research project ‘Subjective Motivation’ conducted

by Te Kotahi Research Institute via Te Taura Whiri;

• Sponsorship of the first Māori Business Accelerator Programme Kōkiri, in

partnership with Te Wananga o Aotearoa;

• Winning the business of a major Māori tertiary institution and drawing up a

strategic partnership;

• Hei Tauawhi Cultural Education Programme – educating a cross-functional

pool of our people on the basics of tikanga Māori and te reo Māori;

• He nui anō te iti – Little can be huge advertising relaunch voiced in te reo

Māori

• Translation of customer iNet Promote Score (iNPS) survey to te reo Māori;

• Internal Tuia te ao Māori Culture and Language mobile application launched

for Spark people to incorporate Māori customs into work life;

• Māori Agribusiness Strategy underway;

• Spark waiata launch – Manaakitia ngā iwi katoa – written and composed by

Spark’s Te Arepa Morehu (Ngāti Whātua Ōrākei);

• Four pōwhiri performed with large FTE (~650) engagement across four of our

main offices;

• Matariki video released in te reo Māori, most shared video ever posted on the

Spark Facebook page with over 5000 shares.

Health and safety

We recognise that a safe and healthy workplace is one in which our people and

suppliers are accountable and empowered to work together to protect and

promote the health, safety and wellbeing of all workers. To achieve this, we focus

on a framework of continuous improvement to achieve a set of clearly defined

standards across the company. Our framework was informed by

recommendations from external H&S consultancy IMPAC, which we contracted to

do a H&S gap analysis.

We’ve established four pillars of health and safety: a clearly defined health and

safety framework; active hazard and risk management; development of an

employee-driven safety culture; and the right resources and processes to deliver

on our framework.

Spark maintains a strong commitment to a safe working environment by:

• Actively seeking participation from our people and suppliers and

empowering them in the development of our H&S systems and processes;

• Creating a high-performing H&S culture by promoting leadership, initiatives

and ongoing support for our people and suppliers;

Page 15 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
• Investing in the necessary resources, capability and processes to apply our

H&S strategy across Spark;

• Taking a proactive ‘owners’ approach by engaging with our front line to

understand the H&S issues within our business;

• Actively monitoring our workplaces through audits and incident

investigations, so we can learn from outcomes and make H&S improvements;

• Working across the industry and partnering with other companies to move

standards higher and leverage collective knowledge and tools;

• Establishing clear H&S objectives and reviewing them against specific and

measurable targets;

• Supporting and promoting the wellbeing of our people and their safe and

early return to work after a work injury or illness;

• Ensuring the principles of H&S risk management are embedded across Spark,

so we can effectively control our critical hazards and risks; and

• Continually striving for H&S excellence through annual management and

independent reviews.

The Spark Leadership Squad and Directors of Spark are also committed to health

and safety and meet their due diligence obligations by:

• Being integrally involved in setting and promoting strategic direction through

strategic planning, organisational alignment and implementation of H&S;

• Ensuring the established H&S standards are a working governance process

that is reviewed and updated periodically to adjust for progress in achieving

its objectives and goals;

• Keeping up to date with Spark H&S matters by continually monitoring agreed

strategic objectives, specific targets and KPI performance;

• Understanding and monitoring Spark’s risk profile, along with the most critical

hazards and risks associated with Spark work operations;

• Attending and participating in frontline H&S worksite observations and

offering relevant and meaningful intervention where applicable;

• Ensuring Spark has the resources, competency and a suitable process to

eliminate and/or reduce H&S hazards and risks to the lowest practicable level;

• Ensuring the business collects and actions information on incidents, hazards

and risks; and

• Reviewing and verifying that H&S resources and requirements for all the

above are in place.

Spark has developed and committed to a 12-month H&S roadmap to ensure we

reach our H&S standards, and continuously improve our H&S practices. Integral

to this plan is the implementation of a new H&S and safety information system,

which will help shape and monitor KPIs across the business, focusing on Spark’s

strategic objectives, targets and managing critical hazards and risks.

Spark has identified 11 critical hazards relating to our business operations and

we are developing standards for the continual management and reporting of

these risks across the business.

Spark has developed and committed

to a 12-month H&S roadmap to

ensure we reach our H&S standards,

and continuously improve our H&S

practices.

Page 16 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Remuneration

Remuneration policy, strategy and governance

This section sets out Spark’s remuneration policy and the

principles that guide the way in which we design and set

remuneration for all our people, including the Managing

Director and Leadership Squad. These principles are:

• Rewards are market competitive to attract and retain

talented people;

• Remuneration is linked to performance so that higher

levels of performance attract higher rewards;

• The overall cost of remuneration is managed and

linked to the ability of the company to pay; and

• Rewards to senior management are aligned to the

long-term performance of the company.

The Human Resources Compensation Committee (HRCC) is

responsible for reviewing Spark’s remuneration policy and

practices, as well as our overall human resources strategy,

structure, policy and practices. Where appropriate, the HRCC

engages independent professional advice to inform its

decisions with respect to Spark’s remuneration policy and the

remuneration of senior executives. The HRCC is also ultimately

responsible for the governance of Spark’s remuneration

policies and practices and for ensuring we meet our

legislative and regulatory requirements as they relate to

remuneration matters. Members of management may only

attend HRCC meetings at the invitation of the Committee.

PErFormANcE EVAlUATIoN

The HRCC annually reviews the performance of the

Managing Director. The evaluation is undertaken using

criteria set by the HRCC (and approved by the Board),

including the performance of the business, the

accomplishment of strategic and operational objectives

and other non-quantitative objectives agreed at the

beginning of each year. The Managing Director evaluation

for FY18 was undertaken in July 2018.

The Managing Director annually reviews the performance of

his direct reports. The evaluation is undertaken using criteria

set by the Managing Director, including the performance of

the business, the accomplishment of strategic and

operational objectives and other non-quantitative objectives

agreed with the HRCC at the beginning of each financial

year. The last Leadership Squad evaluations were

undertaken during February 2018 (in respect of the

transition to an Agile way of working which was

implemented in early July 2018).

Contents

Remuneration policy, strategy and

governance

Page 16

Remuneration components

Managing Director’s remunerationPage 18

Remuneration policy, strategy and governance

Remuneration components

Managing Director’s termination

Leadership certainty – good leaver provisions

FY18 remuneration outcomesPage 20

FY18 Short-term incentive scheme outcomes

Looking forward to FY19Page 20

Remuneration mix

FY19 STI scheme

FY19 equity-based incentive scheme

Non-executive director remunerationPage 20

Remuneration

Remuneration and strategy

Remuneration components

Additional remuneration reporting (including

Managing Director disclosures) is included in the

Corporate governance and disclosures section of

Spark’s Annual Report.

Page 17 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Remuneration components

rEmUNErATIoN mIX

The graph below shows the FY18 remuneration mix for

the Leadership Squad (excluding the Group Human

Resources Director role) expressed as a percentage of Fixed

Remuneration. The Short-Term Incentive (STI) scheme and

Managing Director’s Performance Equity Incentive (PEI), a

deferred STI, are expressed at target, which is 50% of the

maximum opportunity, and the Long-Term Incentive scheme

(LTI) values represent the maximum LTI cash bonus.

Leadership Team Managing Director

remuneration remuneration

Base

50%


of base

40%


of base

Short

Short-Term

Incentive

STI

Long-Term

Incentive

LT I

Salary

Base

56%


of base

44%


of base

71%


of base

Short

Short-Term

Incentive

STI

Long-Term

Incentive

LT I

Salary

Performance

Equity Incentive

PEI

FIXED rEmUNErATIoN

All Spark employee packages include a substantial fixed

remuneration component that is set based on market

relativities, performance, qualifications and experience.

Fixed remuneration supports the attraction, motivation

and retention of highly skilled executives.

Fixed remuneration generally consists of base salary.

KiwiSaver generally sits outside fixed remuneration and as

such, KiwiSavers receive employer contributions on top of

base salary and cash incentives. A number of Spark-funded

benefits – including medical and life insurances – are also

available to eligible employees on top of fixed remuneration.

ShorT-TErm INcENTIVE SchEmES

Spark operates a number of short-term incentive schemes,

ranging from monthly and quarterly commission and sales

incentive plans, to annual cash-based short-term incentives.

Employees in specific sales positions may have a component

of their remuneration subject to individual or divisional sales

performance targets, such that their total remuneration

potential is directly linked to the acquisition and retention

of profitable business for Spark.

For senior leaders, including the Leadership Squad, a

component of their remuneration packages are at risk in the

form of annual cash-based short-term incentives. Spark’s STI

scheme rewards senior leaders for the achievement of annual

performance objectives, with payments awarded from a fixed

cash pool that is set based on overall Spark performance

against financial and/or non-financial annual performance

objectives. Eligibility to participate in the STI scheme is at the

discretion of the company and is targeted at individuals in

senior roles who play a significant role in driving the overall

performance of Spark. The FY18 performance objectives are

set out in the FY18 remuneration outcomes section.

The STI scheme rules contain a claw-back provision that

allows Spark to claw back any payments made under the STI

scheme, for a period of 12 months following the payment, in

the event of a material financial misstatement or should it be

found that the participant committed an act of fraud that

affected the eligibility to, and amount of, the payment.

loNG-TErm INcENTIVE SchEmES

Spark believes that senior leaders should have part of their

remuneration linked to the long-term performance of the

company, so for the Leadership Squad and a select group

of senior leaders, a long-term incentive forms part of their

remuneration package. The company currently operates

one main scheme:

Spark long-Term Incentive Scheme

In September 2017 members of the Leadership Squad and

selected senior managers acquired shares under the Spark

Long-Term Incentive Scheme – introduced in FY16. Under

this scheme an interest-free employee share loan is

provided by the company for the sole purpose of enabling

the employee to acquire restricted shares in Spark – these

shares being held in trust for a period of three years, after

which, if the employee remains employed by Spark

New Zealand Trading Limited, the company makes payment

of a cash bonus to the employee that is used to pay off the

remaining loan balance. The shares are then unrestricted.

Unvested shares are purchased from the employee and

the proceeds are used to repay the employee share loan.

A performance hurdle applies to all issues of restricted

shares under the scheme, creating stronger shareholder

alignment for all participants, and requiring a minimum level

of performance for any value to be delivered to employees.

Restricted shares carry full dividend entitlements but

dividends are applied to repay the interest-free loan during

the restrictive period. Participants are able to exercise any

voting rights attached to the shares. The next issue of shares

under this scheme is intended to be made in September

2018.

FY18 long-term incentive performance measure

Vesting of the FY18 LTI grant (September 2017 grant) is

contingent on: participants’ continued employment with

Spark through to September 2020; and the company

achieving a Total Shareholder Return (TSR) performance

hurdle. TSR is a measure of share price appreciation and

dividends paid over the three-year period of the grant.

The target for this hurdle is Spark’s cost of equity plus 1%

compounding annually.

SPArK ShArE

Spark continues to operate Spark Share, an employee share

purchase scheme for all eligible employees of Spark to buy

and hold shares in Spark at a discount to the listing price.

Spark Share has been approved by the Inland Revenue

Department in accordance with sections DC 12 – 15 of the

Income Tax Act 2007. Spark Share has a three-year vesting

period on the shares purchased. Spark Share was open to

eligible employees for its fourth year in FY18.

Page 18 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Managing Director’s remuneration

Remuneration policy, strategy and governance

The Managing Director’s remuneration package reflects the

scope and complexity of his role and is set by the Board

with reference to the remuneration of managing directors

of similarly sized organisations. For FY18 the Managing

Director’s remuneration package comprised of a fixed cash

component, an at-risk short-term incentive (to be awarded

under the terms of the Managing Director Annual

Performance Incentive Scheme), an at-risk equity incentive

(to be awarded under the Managing Director Performance

Equity Scheme) and an at-risk long-term incentive (to be

awarded under the Managing Director’s Long-Term

Incentive Scheme). The construct of the Managing Director’s

remuneration package is such that 63% of his remuneration

package is at risk.

The Annual Report details the remuneration paid to the

Managing Director, Mr Simon Moutter, for FY18, including

short and long-term incentive outcomes.

Remuneration components

mANAGING DIrEcTor ANNUAl

PErFormANcE INcENTIVE SchEmE

The Managing Director is eligible for an annual cash-based

short-term incentive, subject to the achievement of specific

performance objectives set by the Board based on Spark’s

strategy and business plan for the respective financial year.

These objectives will be a combination of financial and

non-financial measures, including corporate governance,

reputation and effective leadership and management of

the company. The Board will assess the Managing Director’s

performance at the end of the financial year to determine

the actual payment value of his short-term incentive, which

will be in the range of 0% to 175% of his target value. For

FY18 the Managing Director’s performance objectives

related to earnings before interest, income tax, depreciation

and amortisation (EBITDA) and our measure of customer

satisfaction – market Net Promoter Score (mNPS).

mANAGING DIrEcTor PErFormANcE EQUITY SchEmE

In addition to the cash-based short-term incentive scheme,

the Managing Director is also eligible for an award of

redeemable shares under the Managing Director Performance

Equity Scheme. This scheme essentially acts as a deferred

incentive scheme – the value of the award is linked to the

same performance objectives as apply to the Managing

Director’s annual cash-based short-term incentive scheme

but the award is deferred for a two-year period. At the

Board’s determination, based on the Managing Director’s

performance against the performance objectives described

above (that apply to the Managing Director Annual

Performance Incentive Scheme), the value of the award will

be in the range of 0% to 175% of the Managing Director’s

target equity incentive value. This value will be used to

determine the number of redeemable ordinary shares

granted to the Managing Director. The Managing Director

is prohibited from disposing of these redeemable ordinary

shares for a specified period – usually two years – at the end

of which the shares will reclassify into ordinary shares.

Grants of redeemable ordinary shares will be made at the

discretion of the Board within the context of the approval

granted by shareholders and may be made in September

of each year but in no case later than 5 November 2018

(being three years after the date of the 2015 Annual Meeting)

unless further shareholder approval is obtained. The Board

may, at its discretion, elect to deliver the award in cash –

deferred for two years, with the amount payable being based

on Spark’s share price at the end of the two-year period.

The award of redeemable shares, or deferred cash linked to

share price, further enhances the link between the Managing

Director’s remuneration and the interests of shareholders.

mANAGING DIrEcTor PErFormANcE rIGhTS SchEmE

The Managing Director’s Performance Rights Scheme

preceded the Managing Director’s current restricted share

scheme. It operated as a share rights scheme subject to

performance hurdles. Each share right was granted for no

cash consideration and provided the right to acquire one

ordinary share in Spark for no cash consideration (that is,

each share right had a nil exercise price). At grant, the Board

set the period after which the share rights were eligible to

vest. Each share right, upon exercise by the Managing

Director, converted to one ordinary share. The Managing

Director exercised his final tranche of rights in FY18. The

value of the benefit received on exercise of these rights is

detailed on page 91 of Spark’s FY18 Annual report.

mANAGING DIrEcTor’S loNG-TErm INcENTIVE SchEmE

For FY18 the Managing Director’s annual long-term

incentive was granted as restricted shares under the

Managing Director’s Long-Term Incentive Scheme –

the scheme was established and first granted in FY16.

The long-term incentive component of the Managing

Director’s remuneration package is designed to link part

of his remuneration to the long-term performance of Spark,

and align his interests with those of shareholders, through

the grant of restricted shares with a post-allocation

performance hurdle.

Performance hurdle

A performance hurdle applies to all grants under the

Managing Director’s Long-Term Incentive Scheme.

This hurdle is agreed by the Board and sets a minimum level of

performance that is required to be achieved over the period of

each grant, for the long-term incentive to be eligible to vest.

For the restricted shares granted in FY16, FY17 and FY18, a

performance hurdle of Spark’s TSR applies. The target for this

hurdle is Spark’s cost of equity plus 1% compounding annually.

Spark’s TSR must meet or exceed this target over the period

of the grant (from the date the restricted shares were

granted each year to the date three years after that date) for

the restricted shares to vest. If Spark’s TSR does not meet this

target, all of the restricted shares will lapse. Testing to

determine whether the TSR performance hurdle has been

met will occur at the end of the vesting period of the grant.

The Board will receive independent advice to the effect that

the performance hurdle has been met, or not met, in

determining whether the restricted shares will vest or lapse.

Page 19 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Managing Director’s termination

Spark may terminate the Managing Director’s employment

with three months’ notice. A payment of nine months’

base remuneration will be made, plus pro-rata Annual

Performance Incentive in the case of termination by Spark,

other than for termination for cause.

If there is a change of control that results in the Managing

Director no longer being the Managing Director of a publicly

listed company then he will be able to terminate his

employment with three months’ notice and receive payment

as if Spark had terminated his employment.

Spark may also terminate the Managing Director’s

employment without notice for defined causes, in which case

he will receive no further entitlement to any remuneration.

TrEATmENT oF mANAGING DIrEcTor EQUITY

INcENTIVES IN ThE EVENT oF TErmINATIoN

There are a number of different treatments available to the

Board in the event the Managing Director’s employment

is terminated. These treatments are detailed below.

Performance Equity Incentive Scheme

If the Managing Director’s employment ceases owing to

termination by Spark on three months’ notice, the restrictions

on disposal will cease to apply to all the redeemable

ordinary shares that are at least halfway through the vesting

period and these shares will reclassify into ordinary shares.

If the Managing Director’s employment ceases owing

to termination by the Managing Director following a

‘Fundamental Change’ in the Managing Director’s

employment, then:

• The restrictions on disposal of the redeemable ordinary

shares will cease to apply and all of those shares will

reclassify into ordinary shares; and

• The Managing Director will receive a bonus issue of

ordinary shares (for performance over the partially

complete financial year).

The number of ordinary shares to be issued will be a pro-rata

proportion of the target value for the then current financial

year (based on the proportion of that year that has passed)

divided by the volume weighted average market price for

ordinary shares reported on the NZSX over the 20 trading

days before the date of issue.

A ‘Fundamental Change’ is where the Managing Director is no

longer the Managing Director of a company listed on either

the NZSX or the Australian Securities Exchange.

Managing Director Long-Term Incentive Scheme

Except as outlined below, the Managing Director’s non-

vested shares lapse immediately upon termination of his

employment:

• If the Managing Director’s employment ceases owing

to termination by the Managing Director following a

Fundamental Change in the Managing Director’s

employment, then those issues of shares that have not

reached the vesting date, but that are more than halfway

through the period from the issue/grant date to the

vesting date, will vest. Where such shares are subject to

a performance hurdle, Spark may determine that they

shall not vest but shall remain in place until testing of the

performance hurdle, at which time they will either vest

or lapse based on the outcome of that testing; and

• If the Managing Director’s employment ceases for any

other reason, then any entitlement to vesting of the

shares shall be solely at the Board’s discretion.

Leadership certainty – good leaver provisions

Spark has put in place certain ‘good leaver provisions’

for the Managing Director’s Performance Equity Incentive

Scheme and Long-Term Incentive Scheme to extend past

FY19 and to incentivise the Managing Director to remain

in the role until at least the conclusion of FY19.

PErFormANcE EQUITY SchEmE AND loNG-TErm

INcENTIVE SchEmE

If either the Managing Director or Spark decide that

employment is to end on or after 30 June 2019 (and

provided the Managing Director is not leaving to join a

competitor), the Performance Equity Incentive Scheme and

Long-Term Incentive Scheme awards will be treated under

‘good leaver’ circumstances and will remain until the

original vesting date as set out in the original Performance

Equity Incentive Scheme and Long-Term Incentive Scheme

offer letters. In this instance the Board will also commit to

leaving the Managing Director with whatever Performance

Equity Incentive and Long-Term Incentive awards that are

earned in the year ending 30 June 2019 but these will not

be granted until September 2019; the Board may settle

these 2019 grants as it sees fit – including holding the awards

on their planned vesting schedules. If Spark decides that

the Managing Director’s employment is to end after 30 June

2018 (but prior to 30 June 2019), then the Performance

Equity Incentive Scheme and Long-Term Incentive Scheme

awards will be treated under ‘good leaver’ circumstances

and will remain until the original vesting date as set out in

the Performance Equity Incentive Scheme and Long-Term

Incentive Scheme offer letters. The Performance Equity

Incentive and Long-Term Incentive awards for 2019 would

not, however, be granted.

Page 20 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
FY18 remuneration outcomes

FY18 Short-term incentive scheme outcomes

For FY18 substantively all STI participants shared the same

Spark Group targets comprising EBITDA and market

Net Promoter Score (our measure of customer satisfaction).

The FY18 group performance outcome, as approved by the

Board is summarised as follows:

Performance metricresult

Group EBITDA50%57%

Market Net Promoter Score (mNPS) 50%42%

Board discretion

0%

Total99%

Based on the above result the total available funding pool

for all eligible STI participants across Spark for FY18 was

$9.4 million. The pool is allocated based on individuals’

STI targets and may be differentiated based on individual

performance. Total payments cannot exceed $9.4 million.

Additional disclosure in relation to the Managing Director’s

FY18 STI scheme outcome and FY18 LTI vesting outcomes

is included in the company’s Annual Report.

Looking forward to FY19

Remuneration mix

• No changes are proposed to the Managing Director’s

package – it will be held at the FY18 target value and

reward mix. The reward mix for the Leadership Squad

will also be retained.

FY19 STI scheme

• The mechanics of the FY19 STI will be similar to

FY18 – Group results will be the main determinate

of the STI pool and individual target STI values and

performance will determine the allocation of the pool

across STI participants. The FY19 Group measures will

be a combination of EBITDA and Customer Experience

measures as in FY18 and an additional measure –

Group gross labour cost.

FY19 equity-based incentive scheme

• No changes are proposed to the LTI scheme – in September

2018 the company will offer eligible employees restricted

shares and vesting will be conditional on service and

TSR hurdles.

Non-executive director remuneration

Remuneration

As detailed in our Annual Report the fees payable to

non-executive directors during FY18 were:

Board/committee

1

chairmember

2

Board of Directors$357,099$140,675

Audit and Risk Management

Committee (ARMC)$37,874$18,396

Human Resources and

Compensation Committee (HRCC)$32,463$16,232

Nominations and Corporate

Governance Committee (NOMs)––

1 Committee chair and member fees were not payable to the Chair of the Board.

Committee member fees were not payable to committee chairs.

2 Member fees were payable for each committee.

From 1 July 2018 the non-executive directors fees increased

by 1.5% (rounded to the nearest $100), to be paid out of the

current shareholder-approved remuneration limit of

$1,630,000.

Remuneration and strategy

The remuneration of directors is reviewed by the HRCC –

taking account of the company’s size and complexity and

the responsibilities, skills, performance and experience of

the directors – with recommendations made to the Board for

approval. Specialist independent consultants may be

engaged from time to time to provide advice and ensure

that the remuneration of Spark’s directors is appropriate and

comparable to that of similar companies in New Zealand

and, as relevant, Australia.

Apart from the Managing Director, no director of Spark

receives compensation in the form of share options or

restricted shares nor do they participate in any bonus

or profit-sharing plan. That said, non-executive directors

are expected to maintain a holding of Spark shares – such

holdings and the shareholding policy are detailed in the

Annual Report. As is the case for employees, directors

are required to comply with the Insider Trading Policy when

buying or selling Spark shares and any such transactions

are disclosed to the market.

Remuneration components

Excluding the Managing Director, no superannuation or

retirement allowance was paid to any Spark director during

FY18. Spark does not have service contracts with any

director (apart from the Managing Director) that provide for

any benefits or remuneration in the event that a director’s

service with Spark is terminated. From FY18 New Zealand-

based non-executive directors are eligible for Spark-funded

medical insurance. From FY19 non-executive directors will

also be eligible for Spark-funded life insurance.

Weighting %

committed to UN SDG goals:
Community

Page 22 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
We have a big part to play in creating a better New Zealand. Spark’s

community initiatives are targeted around education, as we seek to

ensure all New Zealanders, especially the young, have the opportunity to

win big in the digital world. Spark also uses digital technology to power

a more generous society through Givealittle, New Zealand’s premier

crowdfunding platform for social good. Spark’s activities combine the

talent and passion of our people, together with corporate programmes

and the work of Spark Foundation, a registered charity funded by Spark

and governed by a board of trustees.

Helping New Zealanders win big in a digital world

through learning

Spark’s education-focused community initiatives bridge the digital divide in

low-income communities and help school leavers prepare to transition into

the 21st century workforce.

Spark Jump

Education is increasingly digital centric for both teachers and students. As

classroom learning goes digital, students without broadband at home are at risk

of being left behind.

After a successful pilot in FY16, this year Spark launched an expanded Spark

Jump – which offers heavily subsidised broadband to families with school-aged

children who cannot afford commercial broadband. Administered by Spark

Foundation Spark Jump enables more school-aged children to go online outside

of classroom hours and get on the right side of the digital divide.

At the end of FY18, Spark Jump had 1,049 families connected and is continuing

to expand the programme around the country with the support of our 65

community partners in 82 locations. As these partners know their respective

communities, they are well placed to determine which families have the most

need and are therefore eligible for Spark Jump.

New investments in digital learning

Late in FY18 Spark Foundation trustees committed to invest $550,000 in three

new social ventures focused on creating step-change in digital skills and

capability amongst kids.

Community

Community

1,049

families connected

Spark Jump

65

community partners

82

locations

Page 23 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
Manaiakalani Education Trust

Spark Foundation has been a major funding partner of the Manaiakalani

Education Trust to bring digital learning to low-income communities.

After a five-year partnership, the Foundation’s investment in the Manaiakalani

Education Trust has come to a close.

The Foundation set out to help create the step-change required to scale up the

education programme. With the success of Manaiakalani’s growth, we are proud

to have been an anchor partner. Our involvement started when the Manaiakalani

was a programme operating in a single site in Tamaki, Auckland. With the help of

Spark’s resources, Manaiakalani has grown into a fully-formed methodology

available to more than 50 schools across New Zealand.

The programme has helped to transform teaching and learning methods, significantly

improving educational achievement for the students of participating schools.

During this time Spark people contributed strongly to the friendship with the

Manaiakalani schools through activities such as mentoring teachers, becoming

buddies to students and providing feedback on their blogs and volunteering at

Manaiakalani schools. Over the five years the Spark Foundation’s contribution

totalled almost $2.8 million. The Foundation remains proud of its involvement and

continues to have a positive relationship with the Trust.

OMG Tech!

Spark people want to share their passion for technology with New Zealand

children to help shape thinking about the jobs of tomorrow. In FY18 Spark

continued to be a sponsor of OMG Tech!, a not-for-profit education initiative to

open up the world of technology to young students and get them excited about

studying STEM subjects (science, technology, engineering and mathematics).

Other education initiatives

In FY18 Spark supported a range of other education-focused initiatives by

partnering with national not-for-profit organisations. These include:

• First Foundation, with Spark funding the university education of five talented

students from disadvantaged backgrounds, along with paid work experience

during holidays and mentoring;

• NZTech, with women at Spark in Wellington hosting high school students

during a ShadowTech Day to encourage the next generation of women to

pursue careers in technology;

• The Lion Foundation Young Enterprise Scheme, with Spark people being

business mentors to high school students during the ‘Entrepreneurs in Action’

business competition weekends; and

• Springboard Trust, with Spark people providing mentoring to school

principals.

The programme has

helped to transform

teaching and learning

methods, significantly

improving educational

achievement for the

students of participating

schools.

Performance in FY18

$18m

in annual donations

Also achieved in FY18

$88.4m

in cumulative donations

Givealittle

Page 24 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
Unleashing potential through generosity

Givealittle

The internet and the ‘power of the crowd’ can be strong enablers of generosity and

Spark Foundation is proud to own and operate Givealittle, New Zealand’s crowdfunding

platform for social good. Givealittle has grown to become a household name and is a

popular and trusted platform for the generosity of New Zealanders. Hundreds of

thousands of New Zealanders use the site to give financial support to the causes they

feel passionate about. In FY18 Givealittle causes raised a total of $18 million in

donations and reached $88.4 million in donations since the platform launched in 2008.

Spark Volunteer and Spark Give

Spark people continued to participate in volunteering and payroll giving

programmes, which allow them to generously donate time or funds to causes of

their choice. Spark Foundation has a network of more than 100 ambassadors who

support staff engagement in these programmes across Spark. In FY18 participation

in the volunteering programme reached 22.2% (from 24% in the previous year) and

1,125 days of employee time were gifted. Spark Give, the payroll giving

programme, enables Spark people to donate to New Zealand schools and

registered charities of their choice, directly from their pay, and Spark Foundation

will match the first $500 of their giving each year. In FY18 donations made up of

employee giving and matched donations from Spark totalled $840,000, compared

to the previous year’s $832,250 and was distributed to 590 organisations. Since

Spark Give launched in 2011, almost $5 million in cumulative donations has been

gifted to 1,010 New Zealand schools and registered charities.

In FY18 donations made up of employee

giving and matched donations from

Spark totalled $840,000, compared to

the previous year’s $832,250.

Target for FY18

30%

of fixed-term

Spark people

Target for FY18

20%

of Spark people

Performance in FY18

22.2%

Performance in FY18

18 .1%

Total given in FY18

$840,000

Spark Volunteer

Spark Give

Page 25 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
Unleashing potential through stronger communities

Spark sponsors Lifeline’s new text service HELP

Spark has made a contribution to Lifeline to help launch its new text support

service, supporting New Zealanders who have been brave enough to ask for

help. Lifeline’s new text service HELP (4357) meets a growing demand and is

part of a wider suicide prevention strategy to increase access to support for

people in distress. Spark is proud to have played a part by making a one-time

donation to kickstart the new channel. Lifeline formally launched the new

service at an event at Spark City, hosted by Spark Foundation.

Superhero Daughter Day

Spark City in Auckland hosted more than 100 future women in tech for

Superhero Daughter Day.

The initiative encourages primary school-aged girls to get excited about STEM

(science, technology, engineering and mathematics) in the spirit of International

Women’s Day celebrations. Spark’s partner OMG Tech! played a crucial role in

organising the event in Auckland alongside Australia-based DCC Jobs and Tech

Girls Movement.

Girls aged 5–12 years old, joined by their parents or guardians, brushed up on

their tech savvy by building robots, exploring virtual and augmented reality and

developing apps. The girls also had an opportunity to meet inspiring female

role models, like OMG Tech! founder Zoe Timbrell.

Spark Lab

Spark’s purpose is to help all of New Zealand win big in a digital world. One of

the ways we do this is through Spark Lab, a multiplatform thought leadership

programme designed to give New Zealand businesses the support and resources

to achieve their goals. The programme provides customers and non-customers

alike with videos, articles, events and digital business tools through sparklab.co.nz

delivered by key leaders. New Zealand’s leading business thinkers and

technologists also speak at Spark Lab events, which are often livestreamed to

reach an even wider audience. In FY18 Spark Lab had 10 events with local and

international speakers, including Hector Ouilhet from Google, Ana Arriola from

Facebook and Erik Klimcza from Uber. We also produced and distributed 30

videos featuring business leaders including Frances Valentine, Wendy Thompson

and James Kemp. We also launched Start Social for Spark customers and facilitate

a growing Facebook community group where over 3,500K business owners share

ideas and advice.

In FY18, Spark Lab had 10 events with

local and international speakers, including

Hector Ouilhet from Google, Ana Arriola

from Facebook and Erik Klimcza from Uber.

Spark’s Superhero Daughter Day.

One of Spark Lab’s thought leadership

events.

committed to UN SDG goals:
Environment

Page 27 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
Spark is committed to long-term sustainability by being an

environmentally aware, low-carbon business and is managing climate-

related risks and opportunities. As a founding member of the climate

leaders coalition, a group of 60 New Zealand businesses representing

almost half of the country’s emissions, Spark aims to help mitigate

climate risk according to the Paris Agreement, and is committed to a

greener economy with net zero emissions by 2050.

Leading sustainable operations

Carbon target for 2025

As a technology business, Spark has a relatively low emissions base. We began

measuring our carbon emissions in FY06 and, overall, since then we have reduced

annual emissions by 46%. In the medium term, our annual greenhouse gas

emissions (measured in tonnes of CO

2

equivalent) are on a downward trend, but

we are focused on continuing to challenge ourselves to go further and reduce

both direct and indirect emissions. That’s why in 2016 we set an ambition to reduce

carbon emissions by 25% from FY16 levels by 2025. We are also looking at how we

may need to adapt to the risks presented by climate change.

0

FY18FY17FY16FY15FY14

10,000

20,000

30,000

OTHER

TRAVEL

REFRIGERANT

FLEET

DIESEL

ELECTRICITY

GREENHOUSE GAS EMISSIONS

Tonnes-CO

2

e

Over the past financial year, we have seen our total emissions increase on FY17,

and (slightly) on the base year of FY16.

25,422

mobile phones recycled in FY18

through the rE: moBI lE

programme benefiting charity

partner Sustainable coastlines

Spark has an ambition

to reduce emissions by

25%

by 2025 from FY16 levels

Environment

Environment

Page 28 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
The table below shows FY18 emissions compared with the base year and FY17.

Kilotonnes-co

2

-

equivalentsFY18FY17

FY16

BASE

FY17/FY16

INcrEASE/

(DEcrEASE)

Direct & Electricity

Emissions

(Scope 1 & 2) 18 15 18–%

Value Chain

Emissions (Scope 3) 10 9 916%

Total Emissions28 24 275%

There are two main drivers behind these increases:

• The increase from the base year of FY16 was primarily due to an increase in

value chain emissions – air travel and customer’s electricity consumption in

Spark’s data centres (reflecting significant growth in our data centre

business).

• Spark’s largest emission source is electricity and - as we source our electricity

from the national grid - our emissions profile is impacted year to year by the

extent to which New Zealand can rely on hydro generation rather than

thermal generation (which depends in turn on rainfall into hydro catchment

areas). FY18 was a dry year, and so consequently Spark’s electricity supply

relied more on thermal sources (as did the rest of New Zealand), compared

with FY16.

We are taking steps to address these separate drivers of higher emissions, to

ensure we are still on track to reach our 2025 target.

We continue focus on alternatives to air travel where possible, such as video

conferencing.

While we can’t control how much of New Zealand’s electricity is from renewable

sources in any given year, we can ensure we are as efficient as possible in our use

of electricity – therefore protecting ourselves in those years when thermal

generation is higher.

Significant growth in Spark’s data centre business has driven a 5% increase in

electricity consumption over the past two years. However, core network electricity

consumption is down 1.5% since the base year despite a significant increase in

traffic across our networks (including a greater than five times increase on our

mobile network alone), due to increasing efficiencies as we adopt new

technology. A good example of this is the ongoing transition from the ageing

PSTN network to our new IP-based converged communication network (CCN),

which is a much more efficient technology.

Spark’s largest emission

source is electricity,

and this combined

with direct emissions

(including the vehicle

fleet, diesel for backup

generators, natural gas,

and refrigerant) was

unchanged overall from

the base year.

Page 29 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
The graph below shows how Spark has managed to constrain the overall growth

in electricity consumption through various energy efficiency initiatives.

0

50

100

150

200

FY18FY17FY16FY15FY14

OFFICE

NEW DATA CENTRES

NETWORK

ELECTRICITY CONSUMPTION

Gigawatt Hours (GWh)

We have a range of initiatives planned and underway to reduce electricity and

related emissions. These include: smart metering, new network cooling

technologies, free cooling for mobile towers, roll out of Single Radio Access

Network (SRAN) tower upgrades, installing more efficient batteries operable at

higher temperatures, removing redundant equipment from network exchange

buildings and rationalising office space.

We are also taking small but important steps when it comes to use of electricity

in our own offices – such as ensuring any new office spaces are designed to be

sustainable and efficient in their use of electricity (see section on “Building

Design” on page 30).

These increasing efficiencies give us confidence we can manage down our

carbon footprint despite our customers’ insatiable thirst for our services.

Adaptation to Climate Risk

Service outages as a result of extreme weather events impact our customers and

damage our reputation (potentially reducing Spark’s ability to attract new and

retain existing customers). Managing high-availability connectivity services for

customers is core business and while we are already seeing impacts to our

service continuity due to more extreme and frequent weather-related events, to

date these have been manageable under business as usual processes. Spark

expects these physical risks to continue to be manageable under business as

usual processes over the medium term.

In the long term Spark recognises there may be an impact from climate change

on our core business due to rising sea levels. We are closely monitoring this risk,

but as much of our mobile network infrastructure is located on elevated sites, we

expect to face fewer risks than many other large, infrastructure businesses.

Spark continually invests in energy efficiency

improvements which reduce electricity

consumption. These investments are critical

to the achievement of our 2025 carbon

reduction target.

Page 30 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
Network recycling

Spark’s waste management strategy proactively manages and coordinates

removal and recycling in an efficient and cost-effective manner. The programme

utilises a concept of four ‘R’ priorities: recovering, reusing, reselling and

recycling. The waste management strategy ensures standardised waste stream

processes, transparency in waste recovery activities, adoption of best practice

sourcing and compliance with New Zealand’s current and future waste

legislation. Waste is allocated into different waste streams, including mobile

phones, printed circuit boards, copper cables, lead batteries and all types of

metals. After sorting they are processed appropriately with some components

exported overseas for reselling, recycling or reusing. About three to four

containers of equipment are sold offshore each year.

In FY18 Spark recovered a total of 497 tonnes of recycling made up of 41

tonnes of Network e-waste material and 455 tonnes of Network metals, cables

and batteries. Batteries made up 254 tonnes of the e-waste.

Building design

Spark announced that we will lease a new high-profile 5,000 sqm office in

Christchurch overlooking Cathedral Square. Due for completion in 2019, the

building will co-locate the approximately 450 people who have been spread

across four locations since the 2011 earthquake. The purpose-built facility

features a base isolation system designed to keep our team safe in the event of

an earthquake, as well as a range of key sustainability technologies:

• Advanced chilled beam units (an air distribution device that provides

sensible cooling and heating);

• Solar control glazing system;

• Integrated light-sensor system;

• Rain water tank to provide water to toilets;

• Low-energy lighting;

• Bike parking and end-of-trip facilities, such as showers; and

• Strategic position close to key public transport hubs.

Green Star, an internationally recognised rating system, has awarded the

property 5 stars, acknowledging New Zealand excellence in building design.

NABERS NZ, a system for rating energy efficiency of office buildings, has given

the building a minimum of 4.5 stars recognising excellent performance.

Once this building is complete, our three main offices, housing around 2,600 of

our people, will be designed to these 5-Star standards.

RE: MOBILE

Spark aims to reduce the impact of unwanted mobile phones by encouraging

customers and employees to recycle handsets. As a member of the

Telecommunications Forum’s RE:MOBILE product stewardship scheme, Spark

supplies recycling bins in all retail stores and in many office buildings around

the country. In FY18, 25,442 mobile phones were recycled through the

RE:MOBILE programme. Spark’s recycling stations accept mobile phones,

chargers, home phones, modems and tablets.

RE:MOBILE recycles mobiles through appropriate channels, resulting in tonnes

of potentially harmful substances being diverted from landfills. Once collected,

working devices are on-sold to emerging markets, with a percentage of the

profits going to the environmental charity Sustainable Coastlines.

Continuing to grow the awareness of RE:MOBILE through internal and external

promotion will be a focus for FY19.

Performance in FY18

$396K

Target for FY19

$360K

Target for FY18

$360k

Network recycling

revenues

Page 31 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
current fleet includes:

10

fully electric vehicles

47

hybrid (non plug-in) vehicles

30%

comprised of plug in hybrid or

fully electric vehicles by

october 2019

Ambition:

Energy-efficient vehicles

Smart transport plays a key role in sustainability and Spark has been focused on

this area for a number of years. From 2015, when there were far fewer options for

fully electric vehicles (EVs) and infrastructure in market, Spark deployed 47 hybrid

vehicles into our fleet. These vehicles have significantly lower emissions than our

Internal Combustion Engine (ICE) fleet vehicles.

In 2016, Spark joined 30 of New Zealand’s largest companies in committing to at

least 30% of their corporate fleets being electric by 2019. In addition to Spark’s

core corporate fleet, we also include our business hub and subsidiary fleets in this

number. We exclude Connect 8’s fleet, because it is a joint venture rather than a

fully-owned subsidiary, and a significant portion of its fleet is comprised of

commercial vehicles (such as trucks or diggers) for which there is not currently a

suitable electric alternative.

Spark is working hard to meet this target, starting with our corporate pool cars

and then shifting to EVs across the rest of our fleet. We are taking the following

actions to ensure we hit the 30% target by October 2019:

• All our pool cars are under lease and as they come off lease we are replacing

them with either a battery electric vehicle (BEV) or a plugin hybrid electric

vehicle (PHEV). To date, 10 pool cars have been converted to BEV.

• Spark has approximately 133 other vehicles either coming off lease or at the

end of their economic lives over the next 12–18 months, and the majority of

these vehicles will be replaced by EVs.

• We are working with landlords to ensure we have access to the charging

infrastructure required to support an EV fleet. A key component to this is

ensuring our charging infrastructure seamlessly supports both Type 1 and

Type 2 across the fleet.


Energy-efficient vehicles

committed to UN SDG goals:
Supplier code

of conduc t

Page 33 Spark New Zealand FY18 Environment, Social & Governance ReportSUPPlIEr coDE oF coNDUcT
Spark is committed to being socially, environmentally and ethically

responsible through our supply chain.

In 2016, we launched our Supplier Code of Conduct (the Code) to ensure we are

sourcing products and services from suppliers who provide safe working

conditions, treat workers with respect and dignity, and conduct business in an

ethically, environmentally and socially responsible manner.

A copy of the code is available at: https://www.sparknz.co.nz/about/suppliers/

Since launching the Code we have focused on developing a system where our

internal procurement practices and our suppliers understand the purpose and

outcomes from having the Code.

This system includes:

• Running a process to explain the Code to our suppliers, including seeking

positive confirmation that they are committed to adhering to it.

• Embedding the requirements of the Code into our supplier selection and

supplier relationship management processes.

• Contracting or varying contracts to include the Code as part of the

contractual process with vendors.

• Launching processes to monitor effectiveness of internal processes and

supplier performance, for example, an assessment of suppliers who

indicated they had an existing Code equivalent to Spark’s Code.

• Establishing defined criteria for non-conformities and typical follow-up

actions (e.g. remediation plans and timeframes) so that expected

consequences are clear.

• Developing an audit approach that will allow us to confirm and observe that

suppliers are operating in accordance with the Code.

In FY19 we plan to further develop and embed our system. Activities will include

continuous improvement of controls and our first round of supplier audits using

the newly created audit approach. The first audit visits are scheduled with some

of our strategic suppliers in high risk countries (e.g. China, India) according to

the FTSE4Good governance guidance.

SUPPLIER

CODE OFCONDUCT

Delivering safety, sustainability,

diversity and fairness in sourcing for

Spark and its customers

Supplier code

of conduc t

Supplier code of conduct

committed to UN SDG goals:
Governance

Page 35 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
The Board plays a pivotal role in overseeing the strategic direction of

Spark and ensuring the right strategic programmes are put in place and

then implemented. The Board recognises that building diversity across

Spark is critical for delivering enhanced business performance, including

building diversity of thought within the Board and its various sub-

committees. As illustrated by the Board skills matrix later in this section,

the Board has an appropriate mix of skills, diversity and experience to be

ambitious and deliver on those ambitions, enabling Spark to tackle the

challenges and opportunities of the digital era. Biographies for each

director on the Board can be found at: www.sparknz.co.nz/about.

The Board – committees, Directors and skills

Role of the Board

A key factor in Spark’s long-term growth framework is strong governance, with

focus areas including proactive risk management policies and having a diverse

Board.

The Board of Directors is elected by shareholders to protect and enhance the value

of the assets of Spark in the interests of Spark and our shareholders. The Board has

statutory responsibility for the affairs and activities of Spark, which in practice is

achieved through delegation to the Managing Director and others who are charged

with the day-to-day leadership and management of the company. The Managing

Director has, in some cases, formally delegated certain authorities to his direct

reports and has established a formal delegated authority framework that sub-

delegates certain authorities within set limits.

More information regarding the respective roles and responsibilities of the

Board and management is set out in the Board Charter, which can be found at:

www.sparknz.co.nz/about/governance.

The Board regularly reviews and assesses Spark’s governance structures and

processes to ensure that they are consistent with international best practice in both

form and substance.

hIGh STANDArDS oF corPorATE GoVErNANcE

The Board and management are committed to ensuring that Spark maintains

a high standard of corporate governance and adheres to high ethical standards

as illustrated by:

• Spark continuing to follow all Principles and Recommendations of the ASX

Corporate Governance Council notwithstanding that this is no longer

mandatory due to our Foreign Exempt Listing;

• Spark’s adoption of all Recommendations of the NZX Corporate Governance

Code;

• Spark continuing to be a constituent of the FTSE4Good Index Series following

independent assessment according to the FTSE4Good criteria; and

• Voluntary reporting on Environment, Social and Governance matters by Spark

generally.

50%

of Board is female

Diverse Board with

strategic focus

Governance

Justine Smyth Chair

Governance

Page 36 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
The Board also plays a pivotal role in overseeing the strategic direction of Spark

and ensuring the right strategic programmes are put in place and then

implemented.

The Board is responsible for the approval of appropriate corporate strategies

with particular regard to portfolio composition and return expectations. It is also

engaged actively and continuously in the assessment of business opportunities

and risks and Spark’s strategic planning, including our transformation from a

Telco to a digital services provider.

Board Meetings

The Board expects to have eight meetings a year. In addition to scheduled

meetings, the Board meets whenever necessary to discuss key strategic issues or

urgent business. The Chair and the Managing Director establish meeting

agendas to ensure adequate coverage of key issues during the year. Directors

generally receive materials for Board meetings seven days in advance of the

meeting, except in the case of special meetings for which the time period may be

shorter due to the urgency of the matter to be considered.

Leadership Squad members and other senior employees are regularly invited to

attend Board meetings and are also available to be contacted by directors

between meetings.

The Board and its committees also meet regularly in non-executive sessions,

presided over by the Chair, without the Managing Director or other management

present. Such sessions, in particular, deal with management performance and

remuneration issues, Board performance evaluation issues and discussions with

the internal and external auditors to promote a robust independent audit

process.

Board committees

Three Board committees assist in the execution of the Board’s responsibilities,

the:

• Human Resources and Compensation Committee (HRCC);

• Nominations and Corporate Governance Committee (NOMs); and

• Audit and Risk Management Committee (ARMC).

Each Board committee has a charter summarising the role, rights, responsibilities

and membership requirements for that committee. Committee charters may be

found at: www.sparknz.co.nz/about/governance. The Board annually reviews the

charters of the Board committees and their performance against those charters.

Other committees may be established from time to time to consider matters of

special importance or to exercise the delegated authority of the Board.

Membership and attendance requirements for each committee is shown in the

table below. The Board is responsible for appointing committee members

according to the skills, experience and other qualities they bring to the

committee. Specific committee memberships and attendance information can be

found in Spark’s Annual Report.

Pip Greenwood Non-executive Director

commITTEE chArTErS:

www.sparknz.co.nz/about/governance

Page 37 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
BoArD ProFIlES:

www.sparknz.co.nz/about

commITTEENomShrccArmc

Minimum Members333

IndependenceA majority of

members and the

Chair must be

independent.

A majority of

members and the

Chair must be

independent.

A majority of

members and the

Chair must be

independent.

Role

Restrictions

––Chair of the ARMC

must not be chair of

the Board.

Non-Executive––All members must

be non-executive

directors.

Special

Requirements

––At least one member

must have an

accounting or

financial background

and all other

members must be

financially literate.

Some members

should have an

understanding of the

industry in which

Spark operates.

Attendance

Restrictions

Chair may request

that the committee

proceed without a

particular member.

Chair may request

that the committee

proceed without a

particular member.

Members of

management should

only attend at the

invitation of the

committee.

Employees should

only attend at the

invitation of the

committee. Chair

may invite such

persons to attend as

deemed necessary.

The committees have a number of scheduled meetings each year to coincide with

the timing of the various responsibilities of that committee.

After each committee meeting the Board is provided with minutes of the

committee meeting at the next meeting of the Board. Where appropriate, the

Board is also given a verbal report by the Chair of the committee on the outcomes

of the meeting.

Chair

The Chair is elected by the Board from the non-executive directors. The Board

supports the separation of the roles of Chair and Managing Director. The Chair’s

role is to manage and provide leadership to the Board and to facilitate the Board’s

interface with the Managing Director. The current Chair, Justine Smyth, is a non-

executive and independent director as required by the Board Charter. The Board

does not have a Deputy Chair.

Company Secretary

The Company Secretary is responsible for supporting the effectiveness of the Board

by ensuring that its policies and procedures are followed and for coordinating the

completion and dispatch of the Board agendas and papers. The Company

Secretary is accountable to the Board, via the Chair, on all governance matters,

as further described in the Board Charter.

The Board is committed

to having a majority

of directors who are

judged by the Board

to be independent

of judgement and

character and free of

material relationships

with Spark and other

entities and people

who might influence, or

could be perceived by

others to influence, such

judgement.

Alison Barrass Non-executive Director

Page 38 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Board access to advice

All directors have access to senior management, including the Company Secretary,

to discuss issues or obtain information on specific areas or items to be considered

at the Board meeting or other areas they consider appropriate. The Board, Board

committees and each director have the right, subject to the approval of the Chair,

to seek independent professional advice at Spark’s expense to assist them in

carrying out their responsibilities. Further, the Board and Board committees have

the authority to secure the attendance of outsiders with relevant experience and

expertise at Board meetings.

Director independence

The Board is committed to having a majority of directors who are judged by the

Board to be independent of judgement and character and free of material

relationships with Spark and other entities and people who might influence, or

could be perceived by others to influence, such judgement. In setting the criteria

for determining independence, the Board considered the requirements under the

NZSX Listing Rules and the guidance provided in the ASX Corporate Governance

Council’s Corporate Governance Principles and Recommendations (3rd Edition).

Independence standards consistent with the requirements of these jurisdictions

have been adopted by Spark and are contained in the Board Charter. Spark’s

Board Charter requires a majority of directors to be independent. While the Board

has not set financial materiality thresholds for determining independence, it

considers all relationships on a case-by-case basis and, as a general policy,

considers a threshold of 5% to be relevant in determining materiality. When

determining independence, relationships are considered from the perspective of

both Spark and the customer or supplier. The Board also considers tenure when

considering independence and succession planning.

In August 2018, the Board resolved, based on information provided by Directors

regarding their interests, that each non-executive director on the Board at 30 June

2018, was independent.

The position in respect of Pip Greenwood changed as a result of her appointment

as the interim CEO of Russell McVeagh on 16 August 2018. Ms Greenwood joined

the Board of Spark on 1 April 2018 and at 30 June 2018, was a Partner and board

member of Russell McVeagh, a law firm that continues to provide professional

services to Spark. At those dates the Board determined Ms Greenwood to be

independent, based on a number of factors including that the relationship with

Russell McVeagh is handled at management level and that upon confirmation of

her appointment, she immediately ceased providing services to Spark in her

capacity as a Partner of Russell McVeagh. Certain protocols were also put into

place to further mitigate any risk of influence arising, which apply in addition to the

Board’s usual conflict of interest procedures.

Following Ms Greenwood’s appointment as interim CEO of Russell McVeagh, the

Board determined that she was not independent, due to the increased risk that,

while serving as interim CEO, Ms Greenwood could be perceived to be materially

influenced when making decisions as a director of Spark. The protocols, put in

place to mitigate the risk of influence arising, were expanded to cater for this role.

The Board resolved that the Executive Director, Simon Moutter, was not independent

by virtue of the fact that he is the Managing Director and therefore part of the

management team.

The Board will review any determination it makes on a director’s independence on

becoming aware of any information that indicates the director may have a relevant

material relationship. For this purpose, directors are required to ensure that they

immediately advise of any new or changed relationships so the Board can consider

and determine the materiality of the relationship. Further detail regarding director

independence, including length of service, and directors’ interests can be found in

the Annual Report.

BoArD ProFIlES:

www.sparknz.co.nz/about

The Board has

continued to have an

appropriate mix of skills,

diversity and experience

since it was established

on 1 December 2011.

Paul Berriman Non-executive Director

Page 39 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Board diversity and skillset

The Board has continued to have an appropriate mix of skills, diversity and

experience since it was established on 1 December 2011 (following the demerger

of Chorus with Telecom), through the change from Telecom to Spark and as Spark’s

strategies have developed. This allows the Board to be ambitious and to deliver on

those ambitions and to enable Spark to tackle the challenges and opportunities of

the digital era.

The Board skills matrix on the following page outlines the qualifications,

geographical location, tenure and gender of each member of the Board.

For further details of individual directors see www.sparknz.co.nz/about

Board skills matrix

Justine SmythAlison BarrassPaul BerrimanAlison GerryPip GreenwoodIdo lefflerSimon mouttercharles Sitch

Qualifications

BCom, FCA,

CFINSD

BSc, Political

Science, Dip Bus,

Marketing

MBA, BSc, CEng

BMS (HONS),

MAppFin

LLBBBS

ME, BE (HONS),

BSc

MBA, LLB, BCom

Spark-specific Skills

Telco Experience

Retailing and Marketing

Digital/Technology/

Innovation

Operations

Generic Skills

Executive Leadership

and Strategy

Governance

Financial

Risk and Compliance

Legal and Regulation

People

Capital Markets

Geographical location

NZNZHong KongNZNZ

Australia/

USA

NZUSA

Tenure years

6.7 1.9 6.7 2<1 4 66.7

Gender

FFMFFMMM

Page 40 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
NOMs, Director nomination and appointment

Spark directors have no fixed term of office but are subject to the retirement

provisions contained in the constitution, company policies and relevant stock

exchange listing rules. Under the NZSX Listing Rules at least one third (or the

number nearest to one third) of the directors are required to retire from office at

the annual meeting each year but shall be eligible for re-election at that meeting.

The Executive Director (the Managing Director, in Spark’s case) is exempt from the

requirement to stand for re-election but the Executive Director is counted in

determining the number of directors that must retire.

The retiring directors at any annual meeting will be those who have been longest

in office since they were last elected. Spark’s notice of meeting details those

Directors standing for re-election at Spark’s next annual meeting.

The procedures for the appointment and removal of directors are ultimately

governed by Spark’s constitution. The Board may appoint directors to fill casual

vacancies that occur or to add persons to the Board up to the maximum number

(currently 12) prescribed by the constitution.

Recommendations for nominations of new directors are generally made by the

NOMs and considered by the Board as a whole. External consultants are used to

access a wide base of potential candidates and to review the suitability of

candidates for appointment. The NOMs:

• Makes recommendations to the Board as to its size;

• Regularly reviews the criteria for the selection of directors and recommends to

the Board any necessary alterations;

• Recommends appropriate candidates to the Board based on the criteria set out

in the Board Charter; and

• Ensures that potential candidates understand the role of the Board and the

time commitment involved when acting as a member of the Board.

When recommending a candidate to act as director, the NOMs takes into account

such factors as it deems appropriate, including their independence, experience,

professional skills, qualifications and personal qualities of the candidate, whether

their skills and experience will augment the existing Board and their availability

to commit themselves to the role.

If the Board appoints a new director during the year that person will stand for

election by shareholders at the next annual meeting. Shareholders are provided

with relevant information on the candidates standing for election in the notice

of meeting.

Terms of appointment

Each director and Leadership Squad member has a signed letter of appointment

or employment agreement setting out the terms of their appointment, including

their duties, terms, conditions and term of appointment, expectations of the role

and remuneration.

Director induction and education

The Board introduces new directors to management and the business through

specifically tailored induction programmes, depending on their needs. The

programme may include one-on-one meetings with management and visits to key

company sites. All directors are regularly updated on relevant industry and

company issues. This may include visits to Spark operations and briefings from key

Leadership Squad members and industry experts. From time to time the Board

may also undertake educational trips to receive briefings from companies in

relevant industries. There is an ongoing programme of presentations to the Board

by all business units. The Board expects all directors to undertake continuous

education so that they may appropriately and effectively perform their duties.

Ido Leffler Non-executive Director

Page 41 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Succession

The NOMs is also responsible for reviewing Board succession planning. There is an

ongoing Board succession programme, which is focused on finding new directors

with relevant skills and experience that complement the diverse perspectives

already represented around the table.

Illustrating the strength of that succession planning the Board were able to make

the following changes upon Mark Verbiest’s retirement as Chair and director of the

Board after Spark’s Annual Meeting in November 2017:

• Justine Smyth, an existing director with extensive governance experience,

including time as the Chair of the ARMC and HRCC, was appointed as Spark’s

Chair of the Board and the NOMs effective immediately following Mark

Verbiest’s retirement;

• Alison Gerry succeeded Justine Smyth as the Chair of the ARMC; and

• Alison Barrass succeeded Justine Smyth as the Chair of the HRCC.

The succession programme also identified Pip Greenwood as a suitable director

and she subsequently joined the Spark Board from 1 April 2018. Ms Greenwood is

widely regarded as one of New Zealand’s top commercial lawyers and has

significant experience in governance, risk and compliance, legal and regulation, as

well as capital markets.

Future director

The NOMs also instigated a search for Spark’s first ‘future director’ under the

Future Directors programme run by the New Zealand Institute of Directors. The

programme aims to give young talented people with an interest in corporate

governance the opportunity to observe and participate in Boardroom discussions.

The aspiring directors attend all Board meetings but they have no voting rights and

are not involved in decision-making.

Nagaja Sanatkumar was selected as Spark’s preferred candidate and appointed as

its future director from 4 December 2017. Ms Sanatkumar has a background in

technology and marketing, with a focus on digital and ecommerce customer

experiences.

Board, committee and director performance

The Board regularly discusses governance and performance issues and annually

reviews its own performance as a whole against the Board Charter and each

committee’s performance against its charter and the Chair meets with directors to

discuss individual performance of the directors. Further, Board evaluations are

undertaken annually to seek director and Leadership Squad feedback on a range

of matters relating to Board performance, including its role and composition and

engagement with management, shareholders and stakeholders. The collective

results of the evaluation are then reported to the Board by the Chair and discussed

individually with directors. The last Board evaluation survey was undertaken in

August 2017.

The Board regularly

discusses governance

and performance

issues and annually

reviews its own

performance as a

whole against the

Board Charter and

each committee’s

performance against

its charter.

Simon Moutter Managing Director

Page 42 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
ARMC and external auditor independence

The ARMC is responsible for the appointment of Spark’s external auditor and their

terms of engagement. KPMG was automatically re-appointed as Spark’s external

auditor for the upcoming year at Spark’s annual meeting in November 2017.

Shareholders also approved the Board setting the remuneration of the external

auditor at the annual meeting in November 2017. The committee regularly meets

with the external auditor without management being present and meets with

management without the external auditor being present. ARMC members may

contact the external auditor directly at any time.

Spark is committed to auditor independence. The ARMC reviews the independence

and objectivity of the external auditor. For this reason the work of the external

auditor is carefully controlled and must either be: (i) consistent with the principles

applied in assessing assurance services; or (ii) of a nature described for approval

by the ARMC, each as set out below.

Under Spark’s External Auditor Independence Policy:

• The ARMC must pre-approve all statutory and regulatory audit and related

assurance services provided by the external auditor;

• The nature of the services provided by the external auditor and the level of fees

incurred should be reported to the ARMC on a quarterly basis;

• Practice with regard to related assurance services will be monitored on an

ongoing basis to ensure that Spark’s policies remain compliant with best practice;

• Rotation of the lead audit partner must occur every five years; and

• Restrictions are placed on an audit partner or audit manager being employed

by Spark in another role.

The general principles to be applied in assessing related assurance services are as

follows:

• The external auditor should not have any involvement in the production of

financial information or preparation of financial statements such that they might

be perceived as auditing their own work. This includes the provision of valuation

services where such valuation forms an input into audited financial information;

• The external auditor should not perform any function of management or be

responsible for making management decisions;

• The external auditor should not be responsible for the design or

implementation of financial information systems; and

• Separation between internal and external audit should be maintained.

Aside from core audit services Spark’s auditor may provide the following services

with prior approval from the ARMC:

• Other assurance services (eg. trust deed reporting, tax assurance);

• Accounting policy advice (including opinions on compliance with New Zealand

and International Financial Reporting Standards);

• Listing advice;

• Accounting/technical training; and

• Tax compliance.

rEAD PolIcY:

www.sparknz.co.nz/about/governance

Alison Gerry Non-executive Director

Page 43 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Any other ad hoc engagement (above a de minimus amount) must be approved

by the Chair of the ARMC.

However, it is not considered appropriate for Spark’s auditor to provide:

• Bookkeeping/other services related to accounting records or financial

statements;

• The design of financial information systems;

• Appraisal/valuation services/opinions as to fairness;

• Internal audit services;

• Structured finance advice;

• Due diligence services;

• Legal services (being services that could be provided only by a person who is

qualified in law);

• Tax planning and strategy services;

• Management functions;

• Broker/dealer/investment adviser/investment banking services;

• Services of an expert as an advocate;

• Actuarial services;

• Temporary staff for appropriate assignments;

• Assistance in the recruitment of senior management; or

• Tax services to employees of Spark who act in a financial reporting oversight

role.

The External Auditor Independence Policy can be found at: www.sparknz.co.nz/

about/governance. It is a requirement of the ARMC charter that the committee

annually assesses and confirms to the Board the independence of the external

auditor after consideration of the External Audit Independence Policy criteria.

This includes assessing whether the independence of the external audit process

has been maintained in light of the performance of any other assurance services.

The ARMC undertook this assessment at its meeting in August 2018 and confirmed

to the Board that it had complied in all respects with the External Audit Independence

Policy and that the committee was satisfied as to the external auditor’s (KPMG’s)

independence. As part of this assessment KPMG confirmed in writing that it has

complied with all aspects of the External Auditor Independence Policy.

Representatives of Spark’s external auditor will be available at Spark’s annual

meeting to answer shareholder questions about the conduct of the audit and the

content of the external auditor’s reports

ARMC and risk management

The ARMC is also responsible for ensuring that management has established a risk

management framework, including policies and procedures that effectively

identify, treat and monitor principal business risks. Spark’s Risk Team is accountable

for designing and managing this framework and provides the ARMC with regular

updates about its performance and evolution.

The ARMC reviews management’s principal risk profile quarterly. It also receives

reports on the effectiveness of the implementation and operation of the policies

and systems designed to manage risk. The ARMC receive quarterly reporting from

the Risk and Audit Officer that discusses progress against the approved Internal

Audit Plan and other relevant information. Information reported includes the

priorities, updates about the evolution of the Managing Risk Framework (MRF)

findings from its Internal Audit reviews, status of previously raised items and fraud

management reporting (e.g. risks and results from monitoring activities).

Spark conducts an annual assessment to confirm the MRF is designed and

operating effectively. The findings from this assessment is reported to the

Managing Director and the Finance Director. The review for the year ending

30 June 2018 found that Spark’s risk management system operated effectively and

efficiently in all material respects. The 2018 assertion was prepared using the

COSO ERM framework’s five process domains as an architecture to structure the

Spark’s risk

management framework

ensures that risks

affecting its business are

systematically identified,

assessed, managed and

reported.

Charles Sitch Non-executive Director

Page 44 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
review. These are: governance and culture; strategy and objective setting;

performance; review and revision; and reporting and communication.

Every three years, Spark also completes an external review of its MRF to ensure it

continues to be sound and is operating effectively.

Internal audit

Spark has an Internal Audit Team. The internal audit charter defines the group’s

objectives, scope, independence, responsibilities and authority. Its primary

objective is to assist the Board and Managing Director to exercise good

governance by providing independent assurance on Spark’s control and risk

management processes. The ARMC approves the appointment and oversees the

performance of Spark’s Risk and Audit Officer. The Risk and Audit Officer is

accountable for leading the Risk, Internal Audit and Fraud Teams, and reports

directly to the Chair of the ARMC. Internal Audit is independent from the activities

and operations it audits and has unrestricted access to Spark’s records and

employees.

Internal Audit regularly performs audits across Spark. It works to an internal audit

plan that outlines the risk themes and engagements it intends to complete over

the plan year. It dynamically adjusts and validates its priorities with the ARMC at

each meeting. The ARMC approves this plan and ensures that the internal audit

group is appropriately staffed and that its scope of work is appropriate for the key

risks facing Spark.

External reporting assurance

In the interests of best practice corporate governance Spark requires that, prior to

the approval of our financial statements by the Board, its Managing Director and

Finance Director make an annual declaration that, in their opinion, the financial

records of the entity have been properly maintained and that the financial

statements comply with the appropriate accounting standards and give a true and

fair view of the financial position and performance of the entity and that the opinion

has been formed on the basis of a sound system of risk management and internal

control, which is operating effectively.

Policies and procedures

Spark policies

As at 30 June 2018 Spark’s core internal policies and procedures included

the following:

• Code of Ethics;

• Managing Risk Policy;

• Insider Trading Policy;

• Disclosure Policy and related procedures;

• Diversity and Inclusion Policy;

• Health and Safety Policy and related protocols;

• Human Resources Policies, including employment, remuneration and benefits,

equal opportunity, anti-harassment and discrimination;

• Legal and Compliance Policy;

• Information Management Policy;

• Technology Policy;

• Delegation of Authority Framework; and

• Takeover Response Guidelines.

Spark has an integrated Spark-wide compliance framework. Implementation is

monitored by the ARMC. Any Spark employee (or contractor) who becomes aware

of a legal, regulatory, policy or other compliance issue has a responsibility to report

it using Spark’s breach reporting/whistle-blowing frameworks. Spark also has a

procedure whereby accounting, auditing or internal control breaches or concerns

may be reported confidentially to the ARMC.

rEAD PolIcY:

www.sparknz.co.nz/about/governance

Page 45 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Code of Ethics

The Spark Code of Ethics sets out the standards by which Spark employees are

expected to conduct themselves in all aspects of their work, facilitating behaviour

and decision-making that meets Spark’s business goals and is consistent with

Spark’s values, policies and legal obligations.

Only the NOMs may grant a waiver from compliance with the Code of Ethics. Spark

has compliance escalation procedures that are designed to be used to report

breaches of the Code of Ethics and a confidential whistle-blowing hot line. Non-

compliance with the Code of Ethics is treated very seriously. Any concerns are

investigated with action taken as appropriate.

The Code of Ethics covers:

• Values;

• Behaviours and expectations of employees (including to act honestly, with

integrity and in the best interests of Spark having regard to the interests of

Spark, it’s shareholders and stakeholders);

• Decision-making;

• Conflicts of interest;

• Anti-bribery and corruption;

• Acceptance of gifts;

• Corporate opportunities;

• Confidentiality;

• Proper use of Spark’s assets and information;

• Compliance with laws and Spark policies; and

• Reporting issues regarding breaches of the Code of Ethics, legal obligations or

other Spark policies.

All Spark employees are responsible for ensuring that Spark carries out its business

objectives in a way that enables it to achieve its objectives ethically and in full

compliance with all applicable laws and regulations. People leaders are

responsible for making sure that Spark people are given appropriate information

and training to assist them in complying with legal, regulatory and policy

compliance obligations. The Spark Digital Trust Team supports employees and

people leaders in these roles by providing comprehensive compliance

frameworks, tools, training and advice, which includes provision of online,

interactive training modules. Online training, emails and intranet articles are used

to teach all employees about the Code of Ethics.

Spark also has a Directors’ Code of Ethics, which addresses similar topics and

establishes the behaviour expected of directors. Regular training on the directors’

Code of Ethics is coordinated by the Company Secretary. The Board is conscious of

its obligations to ensure that directors avoid conflicts of interest (both real and

perceived) between their duty to Spark and their own interests. The Board charter

outlines the Board’s policy on conflicts of interest. Where conflicts of interest do

exist then the director must disclose their interest and excuse themselves from any

relevant Board discussions and may not exercise his or her right to vote in respect

of such matters.

Copies of the Code of Ethics and Directors’ Code of Ethics can be found at:

www.sparknz.co.nz/about/governance.

coDE oF EThIcS:

www.sparknz.co.nz/about/governance

Any Spark employee

(or contractor) who

becomes aware of a

legal, regulatory, policy

or other compliance

issue has a responsibility

to report it using Spark’s

breach reporting/

whistle-blowing

frameworks.

Page 46 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Market disclosure

Spark’s Disclosure Policy governs communications with shareholders and other

stakeholders. Spark is committed to providing comprehensive continuous

disclosure to shareholders and other stakeholders and complying with the

applicable Listing Rules.

Spark’s Board is responsible for overseeing and approving Sparks’ continuous

disclosure framework and periodically considering continuous disclosure and

stress testing management’s view of what information is considered material.

Spark has an appointed Disclosure Officer to authorise all financial market

communications and where possible, to be present during meetings with

investors/analysts. Together with the Company Secretary the Disclosure Officer is

responsible for overseeing Spark’s disclosure practices and ensuring that all

material information is lodged promptly and without delay with the NZX and ASX.

In determining whether any particular information is material information, the

Disclosure Officer may liaise with the Chair, Managing Director, CFO and/or the

Company Secretary.

Authorised spokespersons are restricted to reduce the risk of inconsistent

communications and to ensure that public comments are within the bounds of

information already in the public domain and/or that the information is not

materially price sensitive. Management is responsible for ensuring compliance with

the Disclosure Policy and its related procedures for implementation. A copy of the

Disclosure Policy can be found at: www.sparknz.co.nz/about/governance.

Trading in Spark securities

Directors and employees are subject to restrictions under the law relating to

trading in Spark securities and other related Spark derivatives if they are in

possession of inside information. Inside information is information in respect of

which a person is an information insider of Spark. An information insider is a very

broad term that captures any person that has material information that is not

generally available to the market; and knows or ought to reasonably know the

information is material information and not generally available to the market.

Information is material information if it is information a reasonable person would

expect, if it were generally available to the market, to have a material effect on the

price of Spark securities; and relates to a particular financial product or particular

listed issuer, rather than to financial products or listed issuers generally.

To help ensure compliance with these legal requirements the Insider Trading Policy

specifies that no director or Spark employee may buy or sell Spark shares while in

possession of inside information. The policy also states that directors and Spark

employees in possession of inside information cannot directly or indirectly advise

or encourage any person to trade in Spark shares. The policy sets out additional

rules for ‘Restricted Persons’, being directors, Leadership Squad members and

certain other Spark employees. Restricted Persons are required to seek company

consent before trading, are prohibited from trading during designated black-out

periods (unless an exemption is granted under exceptional circumstances) and

from entering into transactions that will limit that person’s economic risk in relation

to any unvested Spark shares, options or rights that they hold. Compliance with the

Insider Trading Policy is monitored through the consent process and by education

and notification by Spark’s share registrar when any director or senior manager

engages in trading activities. Any breach of the Insider Trading Policy would be

regarded very seriously. In addition, as required by the Financial Markets Conduct

Act 2013, all trading by directors and senior managers is reported to NZX.

Spark has an

appointed Disclosure

Officer to authorise

all financial market

communications and

where possible, to

be present during

meetings with

investors/analysts.

Page 47 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Investor relations

Spark’s investor relations programme includes:

• Semi-annual earnings announcements;

• Semi-annual post-results briefings with investors in Auckland, Wellington

and Australia;

• Regular ad hoc one-on-one and group investor and analyst meetings;

• An annual meeting (that offers virtual participation);

• Interim and annual reports;

• Semi-annual shareholder newsletters;

• Investor briefing days (where appropriate); and

• Regular investor road shows to Australia, Asia, the United States and the

United Kingdom.

Spark maintains a dedicated investor website (investors.sparknz.co.nz). This website

contains media releases, periodic financial information, current and past annual

reports, dividend histories, notices of meeting, frequently asked questions and

other information about Spark.

Spark delivers earnings announcements via audio conference. Shareholders are

encouraged to participate in the annual meeting either in person or virtually via an

online annual meeting platform, where shareholders can vote, ask questions and

watch the meeting via webcast. Shareholders can also electronically appoint and

direct a proxy to vote on their behalf at the annual meeting by lodging their proxy

form online at: investorcentre.linkmarketservices.co.nz/voting/SPK (for New

Zealand holders) or investorcentre.linkmarketservices.com.au/voting/SPK (for

Australian holders). The annual meeting webcast will be archived on the Spark

investor website (investors.sparknz.co.nz) after the meeting.

Further information for investors is also available at investors.sparknz.co.nz or by

contacting the Investor Relations Team at investor-info@spark.co.nz.

HRCC and Diversity Policy

Spark’s Diversity and Inclusion Policy sets out the requirement for the Board to set

and review measurable objectives for achieving diversity each year. The HRCC

recommends objectives to the Board. More information on the HRCC and Spark’s

approach to Diversity and Inclusion can be found in the People section of this

report and in Spark’s Annual Report. A copy of Spark’s Diversity and Inclusion

policy can be found at: www.sparknz.co.nz/about/governance.

Takeover Response Guidelines

Spark’s Board has put in place Takeover Response Guidelines that set out the

procedure to be followed if there is a takeover offer for Spark, including with

regards to communication between insiders and the bidder, the preparation of an

independent advisors’ report and establishment of a bid response sub-committee.

Shareholder rights

Spark is committed to ensuring that each shareholder that invests in Spark has

the right to vote on major decisions that may change the nature of the company.

All of Spark’s shareholders have the right to one vote per share.

The Board is also committed to ensuring that the annual shareholders’ notice of

meeting is posted on Spark’s website as soon as possible and at least 28 days prior

to the meeting.

DEDIcATED INVESTor SITE:

investors.sparknz.co.nz

Spark webcasts its

earnings announcements

and annual meeting

over its website,

where appropriate,

and full participation

of shareholders at

the annual meeting is

encouraged.

committed to UN SDG goals:
Risk

Page 49 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Why does Spark manage risk?

Spark’s purpose statement is to help all New Zealanders win big in a

digital world. To achieve this we must successfully execute our business

strategy and plan, while maintaining high standards of operational

performance. Strong corporate governance, including a highly effective

and integrated risk management framework, helps Spark people to

make good business decisions that create stakeholder value.

Spark’s Managing Risk Policy

The Managing Risk Policy balances the pursuit of value creating opportunities

with awareness of the challenges to achieving these. It comprises an integrated

set of functions and responsibilities that span the organisation. Please refer to

table one on page 52 for more detail on these.

AN oVErVIEW oF SPArK’S mANAGING rISK FrAmEWorK (mrF)

In early 2018 Spark assessed the future needs and alignment of the Managing

Risk Framework (MRF) as part of its Agile transformation. Through consultation

with the Board and Leadership it was decided that benchmarking the framework

to COSO ERM: 2017 would provide a leading practice aligned and ‘fit for

purpose’ MRF.

COSO’s ERM framework is structured into five risk management process

domains. Each one is supported by explanatory principles. Each domain plays

an important and evolving part in the management of Spark’s risks. The

domains are:

• Governance and culture – reinforcing the importance of risk management

and influencing how people apply the MRF;

• Strategy and objective Setting – integrating risk management into strategy

setting and business planning and review;

• Performance – maintaining a portfolio view of risks under active management

during the pursuit of business objectives;

• review and revision – identifying and implementing opportunities to

continuously improve ERM’s capability to improve business performance; and

• Information, reporting and communication – obtaining and sharing the

necessary internal and external information across Spark.

Further risk management guidance is provided by Spark’s Essential policies that

help Spark’s people manage specific risks. Two examples include:

• Governance policies and charters, for example, the Code of Ethics, which has

been refreshed to reflect the expected behaviours and culture for an Agile

Spark; and

• Cyber and Physical Security Policies that describe the arrangements that keep

Spark and its customers safe from these threats.

Risk

Risk

In early 2018,

Spark updated its

risk management

framework by adopting

the leading practice

approach advocated in

COSO ERM: 2017

Page 50 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Spark’s current principal business risks and their mitigations

(Principal Risks)

cUSTomEr EXPErIENcE

Improving customer experience is essential to grow and retain customers and

achieve our planned financial performance. To put customers at the centre of our

business Spark has undertaken an Agile transformation. Key features include

adopting an Agile organisational design and way of working so we make customers

the focus of the design and delivery of Spark’s products, services and solutions.

Customer experience targets have also been embedded as incentive measures.

MOBILE

Intense competition in a mature market keeps retail prices low and necessitates

including significant added value in market offers to enable competitive

differentiation. This pressures Spark’s mobile business margins. Spark has

adopted new Agile ways of working that improve our business and operating

cost efficiency. Our new Agile Mobile product and segment tribes are fully

leveraging multibrand capabilities and new strategic growth initiatives to help us

compete more effectively in today’s price-sensitive markets.

BROADBAND

The New Zealand broadband market is largely commoditised and intensely

competitive. This places Spark’s customer scale and product margins under

pressure. Spark is responding by continuing to migrate our copper broadband

customers onto fibre and wireless access technologies to improve customer

experience and product economics. Our new Agile product and segment tribes

are focusing on leveraging the product and service mix across Spark’s brands to

succeed in price-sensitive markets.

IT SERVICES

Spark must continuously improve the efficiency of its IT service delivery and margin

performance to achieve sustainable earnings from this business portfolio. A

competitive market creates a high level of price pressure that squeezes margins.

TECHNOLOGY PERFORMANCE (NETWORK AND IT)

Service-impacting events may occur affecting the performance of Spark’s networks

and IT platforms and the customer products and services they support. This can

damage our reputation and reduce our ability to attract and retain customers. These

events can occur when introducing new or operating existing technology or when

technology assets reach the end of their economic or engineering lives. Spark

continues to heavily invest in our mobile, data and fixed and IT technology platforms

to improve service resilience, customer experience, capacity and economic efficiency.

LOWEST OPERATING COSTS

Spark must manage its operating costs to offset falling prices associated with the

commoditisation of our key markets if it is to avoid impairing its margins and

earnings. To prevent this Spark must continually improve our business efficiency.

Spark’s Quantum programme is designed to deliver continued business efficiency

benefits over time. Key focus areas of this programme include product costs of

sale, labour cost and other material costs, like financing mix and interest costs.

Page 51 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
MONETISING DATA GROWTH

Decreasing technology asset lifecycles and rapid growth in customer data

consumption necessitates increased levels of technology platform and network

capacity investment. When combined with an environment of intense price-led

competition, it may become difficult for Spark to monetise our network and IT asset

investment at economically sustainable levels. To avoid this Spark continues to invest

in technology that lowers the per unit cost of data carriage. These investments

include augmentation of Optical Transport and Carrier Ethernet fibre networks,

and the core and edge mobile networks. New builds such as Spark’s Converged

Communications Network, integrate the processing of voice, data and media traffic

from all access platforms at lower costs than the legacy platforms they replace. We

have also undertaken planning and trials around 5G technology which will enable

further monetisation of data growth with lower costs of data.

IT AND DATA SECURITY BREACH

A major cyber or data security breach would impact customer confidence causing

churn, increasing IT security costs or resulting in fines. Spark relies on a best

practice-aligned security operating model and uses its privacy compliance

framework to keep networks and customer information secure. Examples include

regular maturity assessments of the model to inform calculated and continuing

investment in security threat and monitoring response capability.

REGULATORY

Regulatory changes have potential to affect the level of earnings Spark achieves

for its shareholders. The Government’s Telecommunications (New Regulatory

Framework) Amendment Bill introduces an entirely new regulatory framework

from 2020 for fixed-line services provided to Spark by Chorus and other local

fibre companies. The Bill grants the Commerce Commission new powers to

monitor and enforce retail service-level quality levels. How this regulatory

framework is implemented may have important consequences for the retail and

wholesale telecommunications markets Spark operates in. Similarly, the

Commerce Commission is presently undertaking a mobile market study

considering all aspects of mobile market structure and performance, to identify

whether any aspect of the mobile market warrants closer regulatory attention.

Spark mitigates regulatory risks through proactive engagement with government,

the regulator and industry stakeholders and we develop strategies to mitigate

these risks as they emerge.

COMPLIANCE OBLIGATIONS

Spark must comply with all relevant legislation and regulations, telecommunications

service obligations (TSO), NZX Listing Rules, applicable ASX Listing Rules and the

corporate governance requirements of the NZX and Financial Markets Authority

(FMA). We continue to voluntarily comply with the ASX Corporate Governance

Principles and Recommendations (despite being granted foreign exempt listing

status by the ASX in 2015). Spark’s Compliance and Privacy Team regularly engage

with the business to provide legal and other compliance supports including tools,

training and advice.

Page 52 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Table One: Spark’s Managing Risk Framework Roles and Responsibilities

AcTIVITY PErFormEDBoArD

& Armc

lEADEr-

ShIP

SQUAD

rISKlEGAl

(DIGITAl

TrUST)

orG

UNIT

lEADS

1

coEPolIcY

oWNErS

All

SPArK

PEoPlE

Approves the Managing Risk Policy


Monitors the managing risk framework


Reviews principal risk dashboard (quarterly)


Performs other items from its charter


Prepares strategy and annual plan


QBR process and next 90-day priorities


Coaches and guides Leads


Owner for principal risks


Designs and continuously improves the

managing risk framework


Helps the business apply the framework


Profiles the principal and next 90-day risks for

LS and ARMC


Helps Leads to capture their risks for the

QBR Memo


Executes Internal Audit plan (objective assurance)


Designs and continuously improves the

empowerment framework


Creates empowerment & and functional

guidance kits


Oversees essential policies and webpage


Creates and delivers training modules


Use the Empowerment and Managing

Risk Frameworks


Understand and adhere with the essential policies


Maintain view of risks for OKRs and fill in

QBR Memo


Provide input into principal risk process


Escalate risks to LS or Risk Team (if required)


Review risk sections in QBR packs across Spark


Maintain view of risks for their OKRs and fill in QBR


Support Leads to manage identified risks


Provide input into principal risks


Maintain policy and guidance material


Complete assessments of effectiveness


Participate in policy owner working groups


Follow this framework and the essential policies


Make informed decisions after assessing the

benefits and risks

Page 53 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Spark Sustainability WheelSpark’s focus on

UN Sustainable

Development Goals

P

E

O

P

L

E

C

O

M

M

U

N

I

T

I

E

S

O

U

R


C

U

S

T

O

M

E

R

S

T

H

E


E

N

V

I

R

O

N

M

E

N

T

Spark Volunteer

Spark Give payroll giving

Diversity & inclusion

Spark Pay living wage

Spark Jump

subsidised broadband

Givealittle

Digital learning

Disaster relief

Carbon target for 2025

Energy saving

Spark Plug EV Chargers

Network recycling


Privacy and security

Superior IT platforms

and networks

Re:Mobile phone

recycling

Spark Lab

innovation hub

The Sustainable Development Goals (SDGs) are a set of global initiatives set by the United Nations for

everyone to contribute to. For Spark the SDGs are a way to see which areas of sustainability we are

directly contributing to and how our community initiatives relate to a larger vision for positive change.

United Nations Sustainable Development Goals

---

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



MARKET RELEASE

22 August 2018


Spark New Zealand FY18 results show strong performance in

growth areas while transforming business for the future

• Strong performance in key growth areas – especially in mobile and in cloud,

security and service management

• Substantial progress in digitisation and simplification programme drives

improved customer satisfaction and lowers cost-to-serve

• Acceleration of business performance improvement programme brings $49m

in costs of change

• Became one of the first large companies in Australasia to transition to Agile

model at scale

• Southern Cross dividends expected to significantly decline in FY19


Spark New Zealand’s financial results for the year to 30 June 2018 show the business

continued to deliver against key financial and operational targets, while undertaking one

of the biggest change programmes in the company’s history as it transitioned to an Agile

way of working.

Speaking about the results, Spark Chair Justine Smyth said: “In June last year, Spark

set out a three-year vision of how the business would maintain growth in a highly

competitive environment. Underpinning this vision were three strategic focus areas: an

increased emphasis on wireless; leveraging multi brands; and being the lowest cost

operator through simplification, digitisation and automation.

“Spark delivered against these focus areas, while simultaneously making the bold

decision to transition the company to an Agile way of working – and this flowed through

to its financial results.”

Spark reported year-on-year revenue growth of $35m, or 1.0%, taking revenue to

$3,649m; driven by substantial revenue growth totalling $132m across mobile (up 6.9%)

and cloud, security and service management (up 15.1%). This growth was partially

offset by continuing declines in legacy voice, managed data and networks revenues;

down, in total, $100m.


Spark New Zealand Limited

ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



Southern Cross dividends also declined by $11m to $50m during FY18. The company

expects dividends received from Southern Cross to decline significantly further during

FY19 to between $10m and $20m, as the level of pre-purchased capacity from large

customers decreases. Spark has anticipated the decrease in Southern Cross dividends

for some time, with opportunities for the pre-sale of capacity for use by customers in

future years declining as the remaining life of the existing Southern Cross cable network

reduces.

As indicated to the market in May, Spark chose to accelerate its Quantum business

improvement programme in H2 FY18, incurring costs of change within the FY18

financial year to realise benefits sooner than previously envisaged.

“This decision was based on our increasing confidence that the business could improve

customer experience and operate under a lower cost structure in an Agile model,” Ms

Smyth said.

The acceleration meant additional implementation costs of $24m were brought forward

into FY18 earnings, which added to the $25m cost of change Spark had already planned

for, bringing total costs of change for FY18 to $49m. As a result of this, overall reported

EBITDA for FY18 declined by $27m, or 2.7%, to $989m.

Excluding change costs, adjusted EBITDA for FY18 was $1,038m, an increase of $22m,

or 2.2%.

Spark announced an H2 FY18 total dividend per share of 12.5c, which will be made up

of a 75% imputed ordinary dividend per share of 11.0c and a 75% imputed special

dividend per share of 1.5c.

Managing Director Simon Moutter said Spark’s success in growth areas continued to

offset decline in legacy areas of the business.

“We saw a continued growth story in cloud, security and service management products

during FY18, with both revenues and margins improving over the year. Our business

customers increasingly recognise the benefits and flexibility offered by “as a service”

cloud products, and we have launched new security products to capture growth in that

market.

“We’re also very pleased to see our strategic emphasis on wireless technologies flow

through to further growth in mobile market share, revenue and margins – with Spark the

only New Zealand mobile operator to achieve this over the period. Our mobile revenue

growth is now fully offsetting traditional voice revenue decline.


Spark New Zealand Limited

ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



“The Upgrade New Zealand programme reached a crucial tipping point in June, with

more than 50% of our customers now on either fibre or wireless broadband. We now

have 116,000 customers on our wireless broadband product. While this is a little behind

the targets we set last year, it’s helping to drive a 6.7% uplift in broadband gross margin

– in a market where margins are very challenged. Our focus is now shifting to the

retention of existing wireless broadband connections and the migration of copper voice

connections to our wireless voice alternative.”

Mr Moutter said the company made substantial progress on its programme of

simplification, automation and digitisation over the year. Improvements to digital self-

service channels and the introduction of artificial intelligence, through chatbots and other

automation tools, reduced customer service voice calls by almost a quarter year-on-

year. Spark also rolled out 40 different “bots” to automate high-volume and sometimes

very complex business processes and tasks.

“Customer satisfaction measures improved over the financial year, with net promoter

scores (NPS) improving for both the Spark and Skinny brands,” said Mr Moutter. “We

achieved this off the back of our new and improved digital channels, as well as better

performance in our more traditional channels.”

Spark’s multi brand strategy continued to help the company win customers across

different market segments – particularly price-sensitive markets. Low-cost brands

Skinny and Bigpipe drove the majority of Spark’s FY18 total broadband customer growth

of 13,000 net new connections. Skinny’s dual commitment to low prices and high

customer satisfaction also drove continued growth in mobile, with innovations like its

Data Binge product proving very successful.

During FY18, Spark moved further into the rapidly evolving media landscape,

introducing new features and services for Lightbox – including a pay-as-you-go movie

service, separate kids’ area and a premium subscription option – and making a big

move into the sports content market. Spark has secured broadcast rights to several

World Rugby tournaments - including Rugby World Cup 2019, and to Premier League

football from the 2019 season, with more content announcements to come.

“We see sports content as crucial to our media strategy,” said Mr Moutter. “However, we

are also disciplined when it comes to our investments in this area and are only looking to

secure content that can give us a commercial return. We believe we’ve achieved that

with the high-quality content we’ve secured to date.”


Spark New Zealand Limited

ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



Mr Moutter said Spark began the transition to Agile towards the end of the financial year

with the “engine room” of the business – which encompasses core functions such as

network, IT, product development and marketing.

“These parts of the business have been completely reorganised into small,

multifunctional teams, working on single customer propositions – and seeing these

through from end-to-end. We also began applying Agile methodologies across the rest

of the business to varying degrees depending on the nature of the business operation.

“We are one of the first large companies in Australasia to make the move to Agile at

scale in such a short space of time. Our move has attracted a lot of interest from other

companies – here and overseas – who are grappling with the same issues of uncertainty

and technological and market disruption.

“We’re proud of what we’ve achieved, firmly positioning ourselves for future success.

Furthermore, we have delivered this change while maintaining financial and operational

momentum and ensuring our business performance is to plan.

“In the coming year, we are focussed on capturing the advantages the Agile way of

working will deliver for us: highly engaged and productive people; a total focus on what

matters for customers; and the ability to deliver new products and services – and

improve existing ones - faster than ever before.”

ENDS


For media queries, please contact:

Lucy Fullarton

Senior Communications Partner

+64 (0) 21 070 6197


For investor relations queries, please contact:

Dean Werder

General Manager Finance and Business Performance

+64 (0) 27 259 7176

Overall Performance
Financial Summary

•Reported EBITDA of $989m was at the upper end of guidance albeit down $27m (2.7%) on prior year due to Quantum

programme implementation costs of $49m. Adjusted EBITDA of $1,038m, excluding Quantum implementation costs, was up $22m

(2.2%) on prior year as a result of ongoing revenue growth across mobile, cloud, security and service management and reductions

in net labour costs.

•Ongoing implementation of Quantum programme

(1)

resulted in a $37m reduction in net labour costs during FY18. Annualised net

labour costs have subsequently reduced from $581m in June 2017 to $499m in June 2018 and are projected to decline further

to ~$470m during H1 FY19.

•Reported YoY revenue growth of $35m, or 1.0%, taking revenue to $3,649m; predominantly driven by substantial revenue

growth totalling $132m across mobile (up 6.9%) and cloud, security and service management (up 15.1%) partially offset by

continuing declines in voice, managed data and networks revenues; down $100m in total. Mobile, cloud, security and service

management now deliver over half of Spark’s gross margin at 53.4%, up from 50.0% in FY17.

•Reported NPAT down $33m (7.9%) to $385m due to Quantum programme implementation costs.Adjusted NPAT, excluding

Quantum implementation costs, was up $2m (0.5%) on prior year due to underlying EBITDA performance; partially offset by $4m

(0.9%) increase in depreciation and amortisation due to a shift in capital investment towards newer server based assets, including

cloud infrastructure, that have shorter asset lives and $4m (15.4%) increase in finance expenses on higher average net debt.

•Capital expenditure of $413m in line with prior year; achieving planned investment outcomes within targeted capital expenditure

of 11%-12% of operating revenues.

•Cash conversion ratio

(2)

improved to 97% in FY18, up from 88% in FY17,due to ongoing benefits of refreshed working capital

policies andfavourable timing of restructuring expenses.

•Net debt increased by$184m during FY18 due to business acquisitions, top-up of dividends, continued mobile device receivable

growth and timing of tax payments. Rate of net debt growth is expected to slow during FY19.

•H2 FY18 total dividend per share of12.5c will be made up of a 75% imputed ordinary dividend per share of 11.0c and a 75%

imputed special dividend per share of 1.5c.

(1)

Page 14 of this document provides further detail on Quantum implementation costs and associated benefits

(2)

Calculated as operating cash-flow (excluding tax and interest) divided by EBITDA (excluding impairments, net gains from divestments and

share of associate and joint venture net losses)

$35m

+1.0%

Reported Revenue

movement

vs. FY17

($27m)

-2.7%

Reported EBITDA

movement

vs. FY17

($33m)

-7.9%

Reported NPAT

movement

vs. FY17

Financial performance on plan with ongoing implementation of Quantum

programme driving significant underlying benefits

2

•Total mobile ARPU growth of 1.2%; driven by introduction of unlimited consumer mobile plan.
•More than 50% of broadband customers now on new broadband technologies with 116k customers connected to

wireless broadband; generating $29m of YoY access cost reductions in FY18 and $51m of associated annualised

benefits. Demonstrates solid progress towards our ambition to be mostly ex copper by 2020.

•4.5G already live in 31 locations, further expanding network speed and capacity and making wireless

broadband available to thousands more households.

•Skinny and Bigpipe sub-brands continue to resonate with price sensitive customers; delivering the majority of

Spark’s FY18 total broadband connection growth of 13k. Skinny and Bigpipe now account for 5% of Spark’s

total broadband base -up from 2% in June 2016.

•Skinny brand repositioned itself in the market with a new, more mature but still light-hearted brand campaign,

reflecting Skinny’s dual commitment to low prices and customer satisfaction.

•Quantum programme successfully accelerated to realise financial benefits earlier; finishing the year with

annualised net labour costs of $499m, down $82m (14.1%) from $581m in June 2017. Annualised net labour

costs projected to decline further during H1 FY19 to ~$470m as benefits from programme acceleration are

realised; bringing total expected annualised net labour benefits to ~$110m

•Ongoing implementation of simplification, automation and digitisation initiatives resulting in further improvement in

customer experience and service costs; delivering an unprecedented 24% decline in HMB customer care voice

interactions.

•To drive further service and cost improvement Quantum investment will continue into FY19 however associated

implementation costs are expected to be at more typical levels.

•During FY18 Spark became the first large New Zealand business to transition to Agile ways of working at scale

with around 40% of our people now transitioned to a full Agile operating model; further unlocking improved

customer centricity, speed to market, and more empowered, engaged and productive people.

Lowest cost operator

Better serving price sensitive customers

Emphasis on Wireless

~$110m

Quantum Programme

annualised net reduction in

labour costs

Overall Performance

Key Areas of Focus

Material progress made against our three key areas of focus; remain on track to achieve

aspirations outlined at June 2017 Investor Day

$51m

Wireless Broadband Migration

annualised gross reduction in

access costs

3

38.9%

+0.9 pp

Market Share of Mobile

Service Revenues

(1)

vs. FY17

41.5%

-0.7 pp

Market Share of Broadband

Connections

(1) (2)

vs. FY17

(1)

Independent market share estimate

(2)

Includes wireless broadband connections

Overall Performance
Financials

FY18

$m

FY17

$m

CHANGE

Revenues3,6493,6141.0%

Operating expenses

(1)

(2,660)(2,598)2.4%

Reported EBITDA9891,016(2.7%)

Depreciation and amortisation(434)(430)0.9%

Net finance expenses(30)(26)15.4%

Reported net earnings before income tax525560(6.3%)

Income tax expense(140)(142)(1.4%)

Reported net earnings after income tax385418(7.9%)

Adjusted EBITDA

(2)

1,0381,0162.2%

Adjusted net earnings after income tax

(3)

4204180.5%

Capital expenditure413415(0.5%)

Reported notional free cash flow

(4)

576601(4.2%)

Reported EBITDA margin27.1%28.1%(1.0pp)

Adjusted EBITDA margin28.4%28.1%0.3pp

Reportedeffective tax rate26.7%25.4%1.3pp

Capital expenditure to operating revenues11.3%11.5%(0.2pp)

Reported Earnings per Share21.0c22.8c(7.9%)

Adjusted Earnings per Share22.9c22.8c0.4%

Total Dividend per Share25.0c25.0c-

(1)

FY17 and FY18 include share of associate and joint venture net losses. FY18 also includes Quantum implementation costs of $49m

(2)

Adjusted FY18 EBITDA calculated as: reported EBITDA of $989m adjusted to excludeQuantum implementation costs of $49m

(3)

Adjusted FY18 net earnings after tax calculated as: reported net earnings after tax adjusted to excludeQuantum implementation costs of $49m lesstax effect on implementation costs of $14m

(4)

Reported notional free cash flow calculated as: reported EBITDA less capital expenditure

4

Mobile, cloud, security and service management revenues now account for
45.3% of total revenues, an increase of 5.5pp over the past two years

Mobile revenue growth of $83m (6.9%) driven by:

•$36m (4.6%) increase in high margin service revenues on both ARPU and

connection growth; and

•$47m (11.3%) increase in other mobile revenue due to customer demand

for high-end mobile devices

Cloud, security and service management growth of $49m (15.1%) reflecting

customer demand for the flexibility and benefits that cloud based “as a

Service” products offer

Accelerated voice revenue decline of $83m (12.7%) driven by:

•Accelerated decline of Wholesale PSTN connections; and

•Reduced calling volumes

Managed data and networks revenue decline of $17m (8.2%) due to:

•Competitive pricing pressure; and

•Ongoing proactive customer migration off traditional managed data

products onto new lower priced fibre based alternatives

Consistent with commentary given as part of FY17 results, Southern Cross

dividend declined $11m (18.0%) to $50m:

•FY19 Southern Cross dividends are expected to decline significantly, to

between $10m and $20m, as the level of pre-purchased capacity from

large customers decreases

Other revenue growth includes:

•Ongoing Qriousrevenue growth including impact from July 2017

acquisition of Ubiquity;

•$10m gain from sale of 50% of Connect8; partially offset by

•Prior year $20m gain from sale of surplus Mayoral Drive carpark land

Overall Performance

Revenue

Mobile, cloud, security and service managementrevenue growth continues to more than offset

ongoing declines in voice, managed data and Southern Cross dividends

5

(1)

Includes $20m net gain from sale of surplus Mayoral Drive carpark land

3,614

3,649

83

49

8

10

(83)

(17)

(4)

(11)

3,500

3,540

3,580

3,620

3,660

3,700

FY 17VoiceManaged Data

& Networks

MobileCloud, Security

and Service

Management

Procurement

and Partners

BroadbandSouthern Cross

Dividend

OtherFY 18

Revenues

FY17 vs FY18

+1.0 %

(1)

$m

Overall Performance
Operating Expenses

(1)

6

$18m or 7.1% decline in voice, managed data and network

cost of sales due to further reductions in voice connections;

particularly in Wholesale

Broadband cost of sales down $21m (4.8%) on prior year

driven by:

•$29m YoY reduction in access costs due to adoption of

wireless broadband; partially offset by

•Increases in wholesale access charges for both fibre and

copper

Mobile costs of sales increased $43m (9.9%) reflecting:

•Customer demand for higher-end devices; and

•Adoption of value added services

IT services cost of sales increased $19m (4.5%) in support of

growth in both higher-margin cloud and security products and

low margin, customer demand driven, procurement revenues

Net labour reduction of $37m (6.7%) due to benefits of

Quantum programme

Other expenses increased $27m, or 5.4% driven by:

•Higher advertising costs in support of key marketing

campaigns and product launches;

•Increased Lightbox platform expenses due to customer base

and usage growth; and

•Increased electricity costs due to high spot prices

(3)

2,598

2,611

2,660

43

19

27

49

(18)

(21)

(37)

2,400

2,450

2,500

2,550

2,600

2,650

2,700

FY17Voice and

managed

data cost of

sales

Broadband

cost of sales

Mobile cost

of sales

IT services

cost of sales

LabourOther

operating

expenses

Quantum

costs

FY18

$m

Expenses

FY17 vs FY18

(1)

(2)

+2.4 %

+0.5 %

(1)

Includes share of associate and joint venture net losses of $4m in FY17 and $3m in FY18

(2)

Voice, managed data and network cost of sales include baseband and access charges, field services expenses and

other intercarrier costs

Cost increases in support of revenue growth and Quantum programme partially offset by

Quantum-led reductions in labour cost

Overall Performance
EBITDA

Reported EBITDA margin of 27.1% down 1.0% pp on prior

year due to:

•$49m of Quantum costs of change in FY18, delivering

$42m of gross benefit during FY18 and $132m of

annualised gross benefit;

•$11m (18.0%) reduction in Southern Cross dividends; and

•Expenditure in support of key marketing campaigns and

product launches and higher electricity costs

Excluding Quantum costs of change, adjusted EBITDA grew

$22m (2.2%) to $1,038m

Gross margin improved by $12m (0.6%) due to:

•5.3% increase in mobile gross margin on both connection

and ARPU growth;

•15.6% increase in cloud, security and service

management gross margin due to strong customer demand

for “as a Service” products;

•6.7% improvement in broadband gross margin, despite

lower revenues, due to uptake of higher-margin wireless

broadband; partially offset by

•Ongoing declines in voice and managed data; and

•Declining Southern Cross dividends

7

(1)

Includes share of associate and joint venture net losses of $4m in FY17 and $3m in FY18

(2)

Southern Cross dividends are externally reported within other operating revenue

(3)

Quantum implementation costs are externally reported within other operating expenses

1,016

1,038

989

46

(13)

(11)

(49)

900

950

1,000

1,050

1,100

Reported

FY17

Operating

revenue

Operating

expenses

Southern

Cross

dividend

Adjusted

FY18

Quantum

costs

Reported

FY18

$m

EBITDA

FY17 vs FY18

(2.7%)

+2.2%

(2)

(1)

Reported EBITDA down $27m (2.7%) due to implementation costs associated with Quantum

programme; partially offset by ongoing revenue growth across mobile, cloud, security and

service management and net reductions in labour costs

(3)

30%
35%

40%

0%

50%

100%

FY16FY17FY18

HMB pay-monthly plan mix

less than $55$55 or greater

Product Performance

Mobile

Only New Zealand mobile provider to grow revenue market share, connections and ARPU

during FY18

Total mobile revenue, up $83m (6.9%), accounting for 35.1% of total operating revenues;

up 2.7pp on prior year. Growth driven by:

•Pay-monthly connection growth of 70k (6.3%); the highest in at least two years fuelled

by successful launch of unlimited consumer mobile plan and increased migration from

pre-paid to pay-monthly; and

•ARPU growth across both pre-paid and HMB pay-monthly. Renewed focus on growing

pre-paid ARPU, rather than lower value and higher churn connections, resulted in 7.6%

growth in pre-paid service revenues despite 12k decline in pre-paid connections

Mobile gross margin

(1)

up $40m (5.3%) on prior year due to:

•Mobile services revenue growth of $36m (4.6%) driven by both ARPU and connection

growth;

•Ongoing migration away from handset subsidies with 87% of HMB pay-monthly

customers now on open term plans -up 2pp on prior year; and

•Skinny ARPU and margin growth as a result of new pre-paid propositions and

improved channel performance; including successful withdrawal from The Warehouse

Group

Continuation of ARPU growth; up 1.2% on prior year driven by:

•Total HMB ARPU growth of 3.1% on customer migration to higher value $55+ plans, in

particular unlimited mobile; with 40% of HMB pay-monthly base now on a $55 plan or

above, up 5pp on prior year.

•Low-cost higher data cap Skinny prepaid offerings leading to significant Skinny

prepaid ARPU growth of 13.8% on prior year; partially offset by

•Ongoing Spark Digital ARPU declines due to competitive price pressure

4.5G now live in 31 locations with rollout continuing through FY19 to expand mobile

performance and prepare for a 5G future. First 5G production outdoor trial completed

and 18Gbps achieved on indoor speed tests; providing us with rich insights into the more

intensive data use-cases that will be made possible by this technology.

8

-20k

0k

20k

40k

60k

80k

FY16FY17FY18

Net connection movement

pay-monthlyprepaid

0

400

800

FY16FY17FY18

$m

Service revenue

pay-monthlyprepaid

(1)

Mobile gross margin calculated as total mobile revenue lessmobile cost of sales

Market approaching saturation
(1)

. Benefits of wireless broadband adoption driving 6.7% growth

in broadband gross margin

(2)

. However revenue and margin continue to be squeezed by

aggressive acquisition pricing and increases in input costs which are proving difficult to pass

through.

Product Performance

Broadband

Despite market reaching saturation total Spark connections grew for the third consecutive period

resulting in highest annual connection growth in two years; connections up 13k or 1.9% during FY18.

Skinny and Bigpipe sub-brands resonating with price-sensitive customers; securing majority of total

Spark connection growth.

Broadband revenue continues to decline despite connection growth; down $4m (0.6%) on prior year

due to:

•Persistent, acquisition focussed, competitive price pressure;

•Further reductions in broadband access revenue as a greater proportion of customers opt for

naked broadband services; and

•Migration of customers onto lower-priced, but higher-margin, wireless broadband services

Broadband gross margin up $17m (6.7%) driven by:

•116k wireless broadband connections, delivering $29m reduction in broadband access costs

during FY18 and associated annualised benefits of $51m; partially offset by

•Fibre-based modem expenses and increases in copper and fibre input costs

Rate of wireless broadband growth has slowed. Focus now shifting to retention of existing wireless

broadband connections and migration of copper voice connections to wireless voice alternative

Despite falling short of both our UFB share of growth and wireless broadband connection aspirations,

more than 50% of customers are now off copper and onto newer and more reliable wireless and

fibre broadband technologies; supporting our strategic aspiration to be mostly ex-copper by 2020.

Customer demand for data continues to increase; evidenced by:

•Unlimited broadband plans now accounting for 57% of base;

•Average monthly GB usage per customer up 33%

(3)

on prior year; and

•Customer demand for video content continuing to grow with Lightbox subscriptions up 37% and

adoption of other streaming services increasing in line with global trends

9

84%

63%

49%

0%

20%

40%

60%

80%

100%

FY16FY17FY18

Connection mix by input type

copperfibrewireless broadband

16%

37%

51%

(1)

Based on independent market growth estimates

(2)

Broadband gross margin calculated as broadband revenue less broadband cost of sales

(3)

Excludes Skinny, Bigpipe and Digital Island. Average monthly data usage per connection currently 138GB

12%

20%

26%

0%

20%

40%

60%

80%

100%

FY16FY17FY18

Naked Broadband as a % of total base

ClothedNaked

Product Performance
Cloud, security and service management

Growth in higher-margin products and improvement in service management continues to drive

increased gross margin

Toplinerevenue growth of $49m (15.1%) driven by:

•Customer demand for the benefits and flexibility that cloud-based

“as a service” products offer;

•Project workload associated with transition of new customers onto

Spark products; and

•Launch of new security products, to capture the growth potential in

this market

Gross margin

(1)

up $41m (15.6%) as a result of:

•Toplinerevenue growth; coupled with

•Ongoing change in mix, with growth in higher-margin cloud and

security products outpacing more labour intensive service

management offerings

Significant new customer wins and previous wins now moving into

transition creating the pipeline for FY19 revenue growth

Focus on effective and efficient service management to drive growth in

the profitability of our top clients continues

New self-service online capabilities added to Cloud Creator offering

customers multi-cloud management features

While security revenue growth of 12.8% was short of aspiration further

opportunities exist in FY19 through a focus on:

•Product development for new market segments,

•Attracting skilled resources; and

•Maturing our sales processes

10

257

324

373

FY16FY17FY18

$m

Cloud, security and service management revenue

+15.1%

(1)

Cloud, security and service management gross margin is provided in Spark’s FY18 Detailed Financials workbook; this excludes associated labour costs to maintain

consistency with the calculation of mobile and broadband gross margins.

Product Performance
Voice, Managed Data and Networks

Acceleration in rate of revenue and margin decline due to ongoing substitution of landline voice

to other technologies and proactive migration away from traditional managed data products in

support of simplification

Total voice, managed data and networks revenue declined by $100m

(11.6%) on prior year; versus a $95m (9.9%) decline in FY17

FY18 voice revenue

(1)

decline of $83m (12.7%) greater than prior period

due to:

•$48m (16.1%) decrease in landline only

(2)

revenues due to consistent

YoY declines in voice only connections across Spark HMB and Digital

and acceleration of connection declines in Spark Wholesale; with a

large wholesale customer migrating away from PSTN to an

alternative technology during the year; and

•$32m (11.6%) decrease in higher-margin calling revenues due to a

14% YoY decline in total calling minutes

Managed data and networks revenue continues to decline albeit at a

slower rate than prior periods. FY18 revenues down $17m (8.2%)

driven by:

•Proactive migration of customers off legacy data platforms onto new

lower-margin fibre based alternatives in support of core product

simplification; and

•Ongoing competitive pricing pressure

Recent launch of new customer support systems for managed data

product will create the foundation for improved customer experience and

better self-service

11

728

655

572

0

200

400

600

800

FY16FY17FY18

$m

Total voice revenue

HMBDigitalWholesaleOther

229

207

190

0

50

100

150

200

250

FY16FY17FY18

$m

Total managed data and networks revenue

HMBDigitalWholesale

(1)

Voice revenue includes connections delivered over the mobile network (Voice over LTE)

(2)

Landline only revenue includes revenue from ‘voice only’ access plans

Strategy: Progress Update
Quantum

Bold programme of simplification, automation and digitisation delivering material

improvement in service experience, employee engagement and cost to serve

12

+9pts

Increase in employee NPS

in the year

+6pts

Increase in consumer and small

business market NPS in the

year

+15pts

Increase in Spark Digital

relationship NPS in the year

178,000

Customers migrated onto new

fit-for-purpose consumer plans

100’s

Successfully removed

hundreds of legacy products

1

One unified Cloud portfolio

established across Spark

40

Bots automating tasks across

the business and proactively

solving customer issues

75%

Simple cloud customer

requests now automated via

self-service portal

85%

Common Spark Digital

service requests now

automated (~3,300 requests

per month)

1,250,000

(24%)

YoY reduction of calls into

HMB contact centres

Spark App users completing

~340,000 self-service

interactions per month

77%

YoY Increase in HMB chat

interactions

6,000+

Business customers using

“walk me” self-service

tutorials

Simplification

Digitisation

Automation

20%

Increase in organisations

using MySparkDigital

NPS

840,000

108,000

HMB virtual assist chat

interactions since launch in

December 2017

Strategy: Progress Update
Quantum: Agile Ways of Working

First large New Zealand business to transition to Agile ways of working at scale with around 40%

of our people now transitioned to a full Agile operating model

13

When

Planning and high level designCompleted


Frontrunner tribes establishedFebruary


Detailed structure design confirmedMarch


Employee training and transition to squad

roles

April-June


Agile at Scale implementedQ1 FY19


Agile implementation across other areas of the

business “Agile Light”

H1 FY19WIP

Transitioned to scaled Agile operating

model whilst still maintaining

operational performance

18

Tribes

35

Chapter Types

114

Squads

It’s early days yet as Spark’s scale Agile operating model has only been fully

formed and active for several weeks, but we are seeing promising progress across

allthree areasof expected benefit

Customer Centricity

•All Agile squads trained in customer experience frameworks and tools

•Hundreds of customers have been hosted in our customer experience lab

sessions and have been directly engaged by tribes and included in sprints

where appropriate

Speed to Market

•Customer facing pilot of new services undertaken within 6 weeks. Prior to

adopting Agile a similar pilot took up to 6 months

•Development of automated testing capability delivered in half the time of

previous iterations

Employee Engagement

•98% acceptance rate by employees offered new Agile employment

agreements;with ~1,100 employees graduating from Agile bootcampsto give

them a jump start into Spark’s new ways of working

•Early results indicate a 10-15 point improvement in eNPSamong employees

within the Agile heavy part of the business, compared with employees working

in the traditional parts of the organisation

•Staff spend less time on email and in meetings and more time executing and

delivering for our customers

581
499

20

25

(120)

(7)

440

480

520

560

600

June 2017Quantum

benefits

AcquisitionsCloud and data

analytics

OtherJune 2018

Strategy: Progress Update

Quantum

(1)

Includes insourcing of Spark retail stores and acquisitions of Ubiquity and Digital Island

(2)

Includes decline in Quantum implementation costs (reduction in size of programme office and completion of planned system

decommissioning) and removal of Connect8 labour expenses (following partial divestment in May 2018)

(3)

Equals 12 x actual monthly spend (after adjusting for timing of labour capitalisation and releases of holiday pay accruals)

During FY18 annualised net labour costs reduced by $82m to $499m; with benefits from acceleration of Quantum

programme projected to reduce annualised net labour costs by a further ~$30m to ~$470m during H1 FY19

(2)

14

Cloud and

data

analytics

(3)

(1)

550

513

16

22

(69)

(6)

460

480

500

520

540

560

FY17Quantum

benefits

AcquisitionsCloud and data

analytics

OtherFY18

Reported Net LabourCosts

FY17 vs FY18

AnnualisedNet LabourCosts

June 2017 vs June 2018

(1)

(1)

(2)

(2)

(3)

Total FY18 implementation costs of $49m, reported within other operating

expenses, are comprised of:

•$26m restructuring expenses;

•$12m external subject matter expertise;

•$4m relocation and property lease costs;

•$3m programmeoffice functions; and

•$4m product and system decommissioning costs

FY18 implementation costs were marginally below the range of $50m to

$55m communicated in May 2018 as part of updated FY18 guidance; due

to tight management of transition expenses

$m

$m

($37m)

($82m)

Quantum waveCost to

implement

Gross FY18

benefit

Gross

annualisedbenefit

asat

30Jun ‘18

asat

31Dec ‘18

1Implemented H2 FY17$8m$27m$30m$30m

2Implemented H1 FY18$13m$30m$44m$44m

3Implemented H2 FY18$12m$12m$46m$46m

4

AccelerationImplemented

H2 FY18

$24m--$42m

Total$57m$69m$120m$162m

Strategy: Progress Update
Media

Valuable differentiator as well as acquisition and retention

driver for Spark broadband and mobile –customers with

Lightbox more likely to recommend Spark and rate overall

value of Spark services more highly

(1)

Subscriber numbers continue to grow with Lightbox base

increasing by 37% during FY18; up from 260,000 to over

355,000

Migration to new, future-proofed platform successfully

completed in May 2018: migrated 350k customers

overnight; brand new billing system; 15 new apps with

newly designed interfaces

New revenue streams launched via new platform including

pay-per-view movie service and kids area:10% of

customers have redeemed a movie and gone on to buy at

least one more

15

Focused on standalone monetisation of sports content.

Targeting commercial returns, rather than retention or

acquisition benefits

Secured content rights including World Rugby tournaments

and English Premier League, from 2019 season

To be delivered via standalone world-class sports streaming

distribution platform and technology partnerships

More content announcements to come; expecting to launch

service in early 2019

Working with wider industry to ensure excellent 2019 Rugby

World Cup service across the country

(1)

Based on independent market research

(2)

For more information on Spark’s sports proposition see market release dated 14 August 2018 on our Investor Centre Website: investors.sparknz.co.nz

General entertainmentEmerging sports proposition

(2)

Strategy: Progress Update
Business Sustainability

(1)

16

Focusing on long-term business sustainability

Spark is committed to delivering consistent earnings growth, sustainable

business performance and dividends that in the long term are fully funded

through earnings

Minimising the environmental impacts of our business operations and

helping others be more sustainable

•Spark signed up to Climate Leaders Coalition: group of 60 New

Zealand business leaders committing to tackle climate change

•Although a low emitter due to nature of our business, we robustly

measure and are focused on reducing greenhouse gas emissions

•Continued to roll out more energy efficient technologies, for example

the shut-down of PSTN network -will be replaced with a more efficient

IP-based Converged Communication Network

Cultivating an inclusive workplace of diverse and engaged people

•Spark Board gender mix is now 50:50

•Appointed Spark’s first female Board Chair, Justine Smyth

•Spark Leadership Squad is now 1/3 female

•Introduced Flexible Leave Policy and improved Paid Parental Leave

Policy

•Launched Blue Heart Pledge to demonstrate our commitment to

promoting diversity and inclusion in the workplace with more than

2,700 staff participating to date

Supporting the Spark Foundation to encourage generosity and

unleash potential through digital learning

•Spark Jump: heavily subsidised broadband for families with school-

aged children who cannot afford commercial broadband

•1,049 families connected and we’re expanding the programme with

the support from 65 community partners in 82 locations

•Givealittle“powered by Spark” –New Zealand’s crowdfunding

platform for social good raised a total of $18m in donations in FY18

to help fellow New Zealanders in need

•Spark people donated 1,125 volunteer days in FY18, and donated

over $840k in FY18 via Spark Give –Spark’s payroll giving

programme

Putting in place best practice governance and risk management

procedures

•The Board and management are committed to ensuring that Spark

maintains a high standard of corporate governance and adheres to

high ethical standards.

•The Board also plays a pivotal role in overseeing the strategic

direction of Spark and ensuring the strategy is well executed

Throughout FY18 Spark has continued to focus on environmental, social and governance matters.

Spark is committed to doing the right thing by our shareholders, our people and our customers,

which means being absolutely focussed on the sustainability and wellbeing of our business, the

environment and the wider community

(1)

For more information on Spark’s environmental, social and governance efforts please see Sparks Annual Report and ESG report which can be found on our Investor Centre Website: investors.sparknz.co.nz

Capital Management
Capital Expenditure

Targeted capital expenditure, of 11%-12% of revenue, continues to provide sufficient capacity to

execute on our strategy

Plant, network and core sustain includes ongoing fibre build

programmes to support customer demand for services and

traffic growth across the network, along with investments in

Spark-owned properties

IT systems investment in support of simplification, automation

and digitisation across our products, customer journeys and

systems to remove manually intensive tasks and improve

customer experience. Also includescontinued build of

Telecommunications as-a-Service IT platforms to support

substantial take up of these services by eligible Government

agencies

In line with Spark’s changing revenue mix, the percentage of

capital expenditure (excluding spectrum) spent on mobile

increased to 28% in FY18; up from 25% in FY17. FY18 mobile

investmentfunded continued deployment of Spark’s single

radio access network (SRAN) and Long-Term Evolution (LTE)

sites, increased capacity and coverage for wireless broadband,

and lifecycle investment across the mobile core

Multi-year Converged Communications Network (CCN)

investment will replace the legacy PSTN network and enable

the delivery of future IP based voice services

Reduction in international cable and construction investment

following completion of Tasman Global Access (TGA) cable

build in H2 FY17

17

(1)

IT systems includes investments in core IT systems and Telecommunications-as-a-Service

(2)

Mobile includes investment in standalone mobile assets including capacity in support of wireless

broadband

(3)

Other includes store refits, Lightbox, Qrious and IoT

(4)

International cable includes capacity purchases on Southern Cross cable and investment in

Tasman Global Access cable

CapitalExpenditure ($m)FY16FY17FY18

Plant, network, core sustain and resiliency

79 67 62

IT systems

(1)

59 112 113

Mobile

(2)

77 102 115

Cloud

34 42 39

Other

(3)

35 43 38

Converged Communications Network

3 15 32

International cable construction and capacity

(4)

28 34 14

Re-engineering

66 --

CAPEX excl. mobile spectrum381 415 413

CAPEX excl. mobile spectrum to operating revenue 10.9%11.5%11.3%

Spectrum9 --

Total CAPEX390 415 413

Total CAPEX to operating revenue 11.2%11.5%11.3%

140
142

120

26

0

20

40

60

80

100

120

140

160

FY15FY16FY17FY18

Movement in working capital

(2)

18

$667m

60%

CapitalManagement

Working Capital

Underlying improvement in cash conversion ratio

(1)

strengthened by timing of Quantum

implementation costs, resulting in FY18 cash conversion of 97%. FY19 cash conversion

projected to be~95%, as favourable timing of payables unwinds

(1)

Calculated as operating cash-flow (excluding tax and interest) divided by EBITDA (excluding

impairments,net gains from divestments and share of associate and joint venture net losses)

(2)

Calculated as EBITDA (excluding impairments, net gains from divestments and share of associate and

joint venture net losses)less operating cash-flow (excluding tax and interest)

(3)

Calculated as the average retail price (incl. GST) for devices sold via a deferred payment

arrangement

Key components of movement in working

capital

(2)

between FY17 and FY18

HMB mobile device receivable

Volume of devices sold via a deferred arrangement up 8%

on prior year; due to overall pay-monthly connection growth

and increasing use of deferred payment options to purchase

feature-rich, but higher priced, devices.Demonstrated by

16% increase in average device value

(3)

and strong customer

preference for 24 month rather than 12 month terms; with

97% of deferred devices now on a 24 month term

$52m

Prepayments and accruals

Primarily due to timingof expenditure in support of

procurement and partners revenue growth

$8m

IT services contracts

Furtheron-boardingof customers during FY18, with costs

incurred at the beginning of the contract but recognised over

the life of the contract

$6m

Timing of payables and receivables

Due to benefits of refreshed working capital policiesand

favourable timing of expenses associated with acceleration

of Quantum programme

($25m)

Inventory

Due to reductions in the recognised value of content inventory

(in line with remaining contract periods) and selldown of

hardware in support of procurement and partners revenue

($15m)

Cash conversion

ratio

(2)

85%86%

88%

97%

$m

974
1,036

1,109

1,158

71

73

52

23

(9)

(26)

950

1,000

1,050

1,100

1,150

1,200

H2 FY17Business acquisitions and minority investmentsProceeds from asset salesTop-up of dividendsMovement in handset receivable balanceMovement in other working capitalMisc.H2 FY18

Movement in Net Debt between H2 FY17 and H2 FY18

Spark’s internal capital management policy is to ensure that on a long-run basis reported

net debt

(2)

to EBITDA does not exceed 1.4x; which Spark estimates is approximately

equivalent to Standards & Poor’s 1.5x

(4)

adjusted debt to EBITDA threshold under Spark’s

A-credit rating. Spark’s internal threshold of 1.4x accounts for Standard & Poor’s

adjustmentsin relation to Spark’s captive finance operations

(5)

.

Spark’s 30 June 2018 reported net debt

(2)

to EBITDA ratio of 1.17x is consistent with our

ongoing commitmentto maintaining an A-S&P credit rating, and continues to provide

sufficient funding for:

•Accretive business acquisitions and investments with focus remaining on transactions of

~$100m or less that are close to the core;

•Business as usual operations; and

•Withstanding normal business risks

Rate of net debt growth is expected to slow during FY19 as:

•Earnings growth provides additional funding headroom;and

•Application of refreshed working capital policies maintains cash conversion at ~95%

In the interim Sparkis considering making an offer of unsubordinated, unsecured fixed rate

bonds via its wholly owned subsidiary Spark Finance. If Spark Finance offersthese bondsit

is expected that full details of the offer will be released on 29 August 2018. No money is

currently being sought and applications for the bonds cannot currently be made however if

Spark Finance offers the bonds, the offer will be made in accordance with the Financial

Markets Conduct Act 2013.

(1)

Miscellaneous movements include adjustment for fair value estimate of debt and timing of interest and lease

payments

(2)

Reported net debt at hedged rates as reported in note 5.3 of Spark’s FY18 Annual Report

(3)

Calculated as total FY18 increase in working capital of $26m less FY18 increase in mobile device receivable

balance of $52m

(4)

Includes adjustments for operating leases, share based compensations, a 25% ‘haircut’ of reported cash and

captive finance operations

(5)

As at 30 June 2018 equates to approximately 0.1x reduction in Spark’s adjusted debt to EBITDA ratio

Capital Management

Net Debt

Current net debt to EBITDA ratiocontinues to provide sufficient debt headroom within our S&P A-credit rating; with

net debt increasing by $184m during FY18 due to business acquisitions, payment of dividendsandcontinued

growth in mobile device receivable balance

H2 FY18

(2)

$m

Business

acquisitions

and minority

investments

Top-up of

dividend

Movement in

device

receivable

balance

Timing of

tax and

other misc.

mvmts.

(1)

Movement in

other

working

capita

l(3)

Total movement

in working

capital

$26m

H2 FY17

(2)

Proceeds

from asset

sales

Minority investments, advances to Southern Cross and business acquisitions

including Digital Island, Spark retail stores and Ubiquity

Dividend top-up; $13m higher than FY17 due to suppression of FY18 net

earnings by Quantum implementation costs

Growth in mobile device receivable balance as HMB customers continue to

adopt premium devices

Improvement in other working capital

(3)

due to:

•Ongoing benefits of refreshed working capital policies; and

•Timing of redundancy payments associated with acceleration of

Quantum programme

$71m

$73m

$52m

($26m)

19

20
$667m

60%

Capital Management

Dividend

Our preferred method of shareholder distribution is via a sustainable dividend per share that

in the long-term is fully funded through earnings

Dividend sustainability

Our aspiration, communicated at Spark’s 2017 Investor Day, is to

deliver a sustainable total dividend that is fully funded by earnings

per share of 25c or above

Debt may be used to supplement dividend payments while we

remain on track to sustainably grow earnings per share to 25c or

above:

•During FY18 $73m of debt was used to supplement dividends,

due in part to suppression of net earnings by Quantum

implementation costs

•During FY19 we expect earnings growth to reduce the amount of

any debt required to supplement dividends

•However, annual dividend declarations remain a Board decision

and will continue to be communicated via formal guidance

H2 FY18 dividend declaration

Spark confirms an H2 FY18 total dividend per share of 12.5c made

up of:

•H2 FY18 ordinary dividend per share of 11.0c, to be 75%

imputed; and

•H2 FY18 special dividend per share of 1.5c, to be 75% imputed

17

20

22

22

22

3

3

3

FY14

FY15

FY16

FY17

FY18

Dividend payout (cps)

OrdinarySpecial

21
(1)

FY18 guidance was relative to reported FY17 results excluding net gain from sale of surplus Mayoral Drive carpark land

(2)

Reflects updated FY18 guidance communicated on 25 May 2018

Overall Performance

FY18 Guidance

Financial performance on plan; resulting in all guidance metrics being met

FY18 Guidance

(1) (2)

FY18 Actual

ReportedAdjusted

excluding Quantum

implementation costs

ReportedAdjusted

excluding Quantum

implementation costs

Total Revenues

$3,594m to $3,666m$3,649m

EBITDA

$971m to $991m$1,026m to $1,041m$989m$1,038m

Capex

~$410m$413m

Earnings per Share

~21c~23c21.0c22.9c

Dividend per Share

Total 25.0cps

at least 75% imputed

Total 25.0cps

75% imputed

22
MeasuresTarget

30 June 2018

Actual

30 June 2018

Strategic

enablers

Spark HMB mobileand broadband connections migratedto new plans200kSolidprogress

Average time to approve custom pricing for Spark Digital contracts

(1)

50% reductionAchieved

Transition toscaled Agile operating modelImplemented H2Achieved

Spark Digital offering tiered service modelLaunchedH2Achieved

Deployed 4.5G locations30Exceeded

Foundation IMS capabilitydeployedCommissionedH2Achieved

Significant new automation and digitisationinitiatives completed5Achieved

Percentage ofcustomer journeys designed digital first 70%Achieved

PSTN exchange closuresatleast a further40 closuresExceeded

Lead

indicators

Reductionin monthly Customer Care workload minutes

(2)

10%Exceeded

Proportion of broadband customers on fibre or wirelessbroadband50%Achieved

Market share of UFB connection growth40-45%Not achieved

Wireless broadband connections125kNot achieved

Market

outcomes

Market NPS5 point liftSolid progress

Total mobile revenue growth4%Exceeded

Cloud revenue growth 10-15%Achieved

New Ventures revenue growth incl. new wholesale100%Exceeded

Cyber security revenue growth30%Not achieved

Overall Performance

FY18 Indicators of Success

(1)

This measure replaces the previous Spark Digital ‘core product plan portfolio’ metric as it more clearly tracks the benefits of product and plan simplification

(2)

Workload minutes defined as: interactions answered xaverage handling time

23
FY19 Outlook

Updates to External Reporting

The presentation of Spark’s financial results will change from FY19 onwards; following adoption of new

accounting standards and changes to the disclosure of Spark’s long-term investments. To simplify the comparison

of FY19 results to prior years, restated FY17 and FY18 financials will be published ahead of Spark’s interim FY19

result.

Adoption of new accounting standards

(1)

New approach to disclosure of Spark’s long-

term investments

(2)

NZ IFRS 15: Revenue from contracts with customers

•Required to be adopted during FY19;

•Expected to result in a material change to reported revenues

and EBITDA

NZ IFRS 16: Leases

•Required to be adopted during FY20,however Spark will

early adopt in FY19;

•Expected to result in the shift of operating lease costs,

currently reported within other operating expenses, to

interest, depreciation and amortisation

•Expected to result in a material change to reported EBITDA

Decision made to change the disclosure of Spark’s long-term

investments:

•To better align Spark’s disclosure of operating revenue with

“revenue from contracts with customers” as defined by NZ

IFRS 15

•To apply more appropriate focus on the financial

performance of the operational activities of the business,

with returns from joint ventures and associates tonow be

reported separately

Will not result in a change in reported net earnings however the

following will now be consistently recognised within a new

‘investment income’ category,reported outside of EBITDA:

•Dividend income from Southern Cross;and

•Spark’s share of associates’ and joint ventures’ net profits

and losses

(1)

Further detail of Spark's adoption of new accounting standards is provided in Note6.8 of Spark’s FY18 Financial Statements

(2)

RepresentativeFY17 and FY18 financials, including impacts from the new approach to disclosure of Spark’s long-term investments, are provided on page 28 of this presentation

FY19 guidance is being provided excludingimpacts from adoption

of these new standards.

Once restated FY17 and FY18 financials are published, FY19

guidance will be translated to includeimpacts from adoption of

these new standards

FY19 guidance is being provided includingimpacts from this new

approach to disclosure

24
FY18 Actual

Updated for newapproach to disclosure of

Spark’s long-term investments

FY19 Guidance

(1)

Updated for newapproach to disclosure of

Spark’s long-term investments

ReportedAdjusted

excludingQuantum

implementation costs

Total Revenues

$3,599m

excludes $50m Southern Cross dividend

$3,600m to $3,670m

excludes projected $10m-$20m Southern Cross dividend

EBITDA

$942m$991m$1,025m to $1,055m

excludes $50m Southern Cross dividend and ($3m) loss from associates’ and joint

ventures

excludes projected $10m-$20m Southern Cross dividend and

profits and losses from associates’ and joint ventures’

Capex$413m~$410m

Earnings per

Share

21.0c22.9c23c to 24c

Dividend per

Share

Total 25.0cps

75% imputed

Total 25.0cps

at least 75% imputed

(2)

(1)

Guidance subject to no adverse change in operating outlook

(2)

Likely to be made up of an ordinary dividend determined by earnings, topped up by a special dividend to maintain a total dividend per share of 25.0c

FY19 Outlook

Guidance

(1)

FY19 earnings per share expected to be
between23c and 24c

As part of our June 2017 Investor Update we

outlined our dividend aspiration:

•To deliver a sustainable total dividend that is

fully funded by earnings per share of 25c or

above -timing uncertain

•While earnings per share remain below 25c

Spark may choose to use debt to supplement

earnings

Subject to no adverse change in operating

outlook Spark anticipates paying a total FY19

dividend per share of 25.0c that is likely to be

made up of:

•An ordinary dividend determined by

earnings

•Topped up by a special dividend to

maintain a total dividend per share of

25.0c

25

FY19 Outlook

Dividend and Imputation

Spark’s capacity to fully impute dividends has

progressively reduced over time due to:

•Maintaining a dividend payout ratio above

100% of earnings for a sustained period;

•Differences between reportable earnings

and taxable earnings; and

•Timing differences between when dividends

are paid, when provisional tax is paid and

when the imputation measurement date

occurs

Therefore to best balance long term yield and

tax efficiency, Spark expects to at least 75%

impute FY19 dividends. This will enable the

fastest return to full imputation.

ImputationDividend

26
MeasuresTarget

30 June 2019

Technology

evolution

Clear pathway to 5G including spectrumentitlementsby end of H2

Proportion of broadband customers off copper60%

Launch of wireless broadband and Voice over LTE (VoLTE) products to rural customers using

the RuralConnectivity Group (RCG) network

by end of H2

PSTN exchange closures completed during FY19at least a further 100 closures

Voice-only copper connections substituted to wirelessdouble connections to 30k

Sports media service tested and ready for RWC deliveryby end of H2

Ways of working

Full implementation of scaleAgile operating modelby end of H1

Percentage of Agile squads at or above level 3 Agile maturity80%

Diverse and inclusive workplace showing through in employee NPS7 point lift

Annualised net labour costs at $470m or lessby end of H1

Digital and data

adoption

Percentage of new customer journeys implemented digital first85%

Reductionin monthly Customer Care workload minutes

(1)

10% to 15%

Winning in market

Spark consumer market NPS5 pointlift

Total mobile service revenue growth5%

Cloud, security and service management revenue growth15%

Number of Internet of Things products launched4to 6

Increase in number of customers actively using two or more digital services15%

FY19 Outlook

Indicators of Success

(1)

Workload minutes defined as interactions answered x average handling time

Appendix
27

28
FY19 Outlook

Updates to External Reporting

FY19 guidance is being provided includingimpacts from Spark’s new approach to disclosure of

long-term investments. To enable prior year comparisons FY17 and FY18 financials are provided

below on a basis consistent with that used for FY19 guidance.

Reported

excludingimpacts from new

disclosures

Change in disclosure of

Southern Cross Dividends

Change in disclosure of

associates’ and joint

ventures’ net profits and

losses

Reported

includingimpacts from new

disclosures

FY17

$m

FY18

$m

FY17

$m

FY18

$m

FY17

$m

FY18

$m

FY17

$m

FY18

$m

Operating revenues and other

gains

3,6143,649(61)(50)3,5533,599

Operating expenses(2,594)(2,657)(2,594)(2,657)

Share of associates’ and joint

ventures’ net losses

(4)(3)43--

EBITDA1,016989(61)(50)43959942

Depreciation and amortisation(430)(434)(430)(434)

Net finance expense(26)(30)(26)(30)

Investment income--6150(4)(3)5747

Net earnings before tax560525----560525

Income Tax expense(142)(140)(142)(140)

Net earnings418385----418385

Disclaimer
29

This announcement may include forward-looking statements regarding future events and the future financial

performance of Spark New Zealand. Such forward-looking statements are based on the beliefs of and assumptions

made by management along with information currently available at the time such statements were made.

These forward-looking statements may be identified by words such as ‘guidance’, ‘anticipate’, ‘believe’, ‘estimate’,

‘expect’, ‘intend’, ‘will’, ‘plan’, ‘may’, ‘could’, ‘ambition’, ‘aspiration’ and similar expressions. Any statements in this

announcement that are not historical facts are forward-looking statements. These forward-looking statements are not

guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other

factors, many of which are beyond Spark New Zealand’s control, and which may cause actual results to differ

materially from those projected in the forward-looking statements contained in this announcement.

Factors that could cause actual results or performance to differ materially from those expressed or implied in the

forward-looking statements are discussed herein and also include Spark New Zealand's anticipated growth

strategies, Spark New Zealand's future results of operations and financial condition, economic conditions and the

regulatory environment in New Zealand, competition in the markets in which Spark New Zealand operates, risks

related to the sharing arrangements with Chorus, other factors or trends affecting the telecommunications industry

generally and Spark New Zealand’s financial condition in particular and risks detailed in Spark New Zealand's

filings with NZX and ASX. Except as required by law or the listing rules of the stock exchanges on which Spark New

Zealand is listed, Spark New Zealand undertakes no obligation to update any forward-looking statements whether

as a result of new information, future events or otherwise.

Spark New Zealand
Group result - reported

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues and other gains1,7231,7741,7931,8211,8221,827

Operating expenses1,2661,2401,3201,2741,3581,299

Share of associates' and joint ventures' net losses(2)(3)(2)(2)(1)(2)

EBITDA455531471545463526

Depreciation and amortisation expense224222215215214220

Net finance expense131513131416

Net earnings before income tax218294243317235290

Tax expense608265776377

Net earnings for the period158212178240172213

Group result - adjusted

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues and other gains1,7231,7741,7931,8211,8221,827

Adjusted operating expenses1,2661,2401,3201,2741,3451,263

Share of associates' and joint ventures' net losses(2)(3)(2)(2)(1)(2)

Adjusted EBITDA455531471545476562

Depreciation and amortisation expense224222215215214220

Net finance expense131513131416

Adjusted net earnings before income tax218294243317248326

Adjusted tax expense608265776787

Adjusted net earnings for the period158212178240181239

EBITDA by business unit

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

EBITDA$m$m$m$m$m$m

Spark Home, Mobile & Business417426411442420451

Spark Digital176201178206179221

Spark Connect & Platforms(192)(169)(179)(169)(174)(152)

Spark Ventures & Wholesale707563665852

Corporate(16)(2)(2)-(20)(46)

455531471545463526

Spark presents adjusted EBITDA and adjusted net earnings when the year includes significant items greater than $25

million. FY18 included $49 million of costs of change incurred within the Corporate Centre and adjusted EBITDA and

adjusted net earnings for the year are as follows:

The tax effect on costs of change in H1 FY18 is $4m and in H2 FY18 is $10m. There were no adjusting items in FY16 or

FY17.

Spark New Zealand
Gross margin

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Gross margin

$m$m$m$m$m$m

Total Spark Group9761,0181,0051,0631,0241,056

Mobile334352366395391410

Broadband129120121131133136

Cloud, security and service management94105123140147157

Connections

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

000's000's000's000's000's000's

Mobile connections2,2122,2932,3532,3922,4372,458

Voice connections

1

744713670622552466

Broadband connections

Copper615564497431384346

Fibre5899138172206238

Wireless2124084104116

675675675687694700

Group FTE's

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

FTE permanent5,0235,2415,6645,5545,3845,266

FTE contractors 301328279220230241

Total FTE5,3245,5695,9435,7745,6145,507

Dividends

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Ordinary dividends (cents per share)11.0011.0011.0011.0011.0011.00

Special dividends (cents per share)1.501.501.501.501.501.50

12.5012.5012.5012.5012.5012.50

1

Voice connections now include all voice technology types, including ISDN, VOIP and wireless voice. Connections for

prior periods have been updated to ensure consistency. Voice connections exclude connections where Spark also

provide a bundled broadband service, but include all wholesale voice connections (including those where the

underlying customer has a bundled broadband service).

Spark New Zealand
Operating revenues and other gains by business unit

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Operating revenues and other gains$m$m$m$m$m$m

Spark Home, Mobile & Business1,0081,0251,0191,0211,0341,031

Spark Digital557575614623633630

Spark Connect & Platforms222324282743

Spark Ventures & Wholesale131134120124119121

Corporate264135462822

Eliminations(21)(24)(19)(21)(19)(20)

1,7231,7741,7931,8211,8221,827

Group operating revenues and other gains

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues

Mobile

Service revenue371379383398406411

Other mobile revenue192192205211229234

563571588609635645

Voice

Landline only169166155143130120

Calling153164142134124120

Videoconferencing242327272527

Other voice revenue151414131313

361367338317292280

Broadband339346344345341344

Cloud, security and service management117140154170181192

Procurement and partners152147176169183170

Managed data and networks1181111051029694

Other operating revenue739288899492

Total operating revenues1,7231,7741,7931,8011,8221,817

Other gains---20-10

Total operating revenues and other gains1,7231,7741,7931,8211,8221,827

Wireless broadband revenues and connections are included in broadband revenues and connections.

Spark New Zealand
Revenue classification changes

Revenue typeServices providedPrevious categoryNew category

CloudIT services

SecurityIT services

Service managementIT services

ProcurementIT services

PartnersIT services

VideoconferencingIT services

NetworksIT services

MobilityIT services

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Cloud, security and service management117140154170181192

Procurement and partners152147176169183170

Networks221920232323

Videoconferencing242327272527

Other operating revenue77710814

Previous IT services revenue category322336384399420426

Spark has revised some of the categories of operating revenues presented to provide greater insight into the drivers of

business performance. This has resulted in the disaggregation of the previously reported ‘IT services’ revenue category

as outlined below:

Cloud, security and service

management

Cloud, security and service

management

Cloud, security and service

management

Other operating revenue

Managed data and networks

Voice

Procurement and partners

Procurement and partners

Machine to machine revenue.

A reconciliation of the new revenue categories to an equivalent of the previously reported 'IT services' revenue

category is provided below:

Includes IaaS, DaaS, PaaS, public cloud

resale and related consulting and managed

services. Also includes data centre co-

location and managed infrastructure.

Proactive monitoring and managed services

for customer networks.

Video and audio conferencing, including

Skype for Business and contact centre

solutions.

Partner provided IT services, primarily in the

regions where Spark does not have a

presence.

Procurement of hardware and software on

behalf of customers.

IT managed services including service desk,

incident management, problem

management, change management,

configuration management and release

management.

Cyber security services.

Spark New Zealand
Financial breakdown by business unit - Spark Home, Mobile & Business

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues

Mobile467471486506529541

Voice186189169152142130

Broadband324332330330327328

Cloud, security and service management444453

Procurement and partners323222

Managed data and networks333222

Other operating revenue212424252725

1,0081,0251,0191,0211,0341,031

Operating expenses

Labour586070666357

Other operating expenses519522524496536507

Internal expenses141714171516

591599608579614580

EBITDA417426411442420451

EBITDA margin41.37%41.56%40.33%43.29%40.62%43.74%

Analysis & KPI's - Spark Home, Mobile & Business

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Voice revenue by type$m$m$m$m$m$m

Landline only898281726761

Calling869778716660

Other voice revenue111010999

186189169152142130

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Connections000's000's000's000's000's000's

Broadband connections659659659671676681

Voice only connections227218203201188181

Spark New Zealand
Financial breakdown by business unit - Spark Digital

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues

Mobile828487848782

Voice10710910810898100

Broadband151414151313

Cloud, security and service management113136150166176189

Procurement and partners149145173167181168

Managed data and networks888481827778

Internal revenue33111-

557575614623633630

Operating expenses

Labour949511010111288

Other operating expenses283274322312339318

Internal expenses454433

381374436417454409

EBITDA176201178206179221

EBITDA margin31.60%34.96%28.99%33.07%28.28%35.08%

Analysis & KPI's - Spark Digital

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Voice revenue by type$m$m$m$m$m$m

Landline only323330302625

Calling505250504647

Videoconferencing242327272527

Other voice revenue111111

10710910810898100

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Connections000's000's000's000's000's000's

Broadband connections161616161616

Voice only connections135136132121112106

Spark New Zealand
Financial breakdown by business unit - Spark Connect & Platforms

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues and other gains

Mobile233447

Voice433333

Other operating revenue161718212023

Other gains-----10

222324282743

Operating expenses

Labour777076837466

Other operating expenses136121127113127127

Internal expenses21----

215192203196201193

Share of associates' and joint ventures' net profits /

(losses)

1--(1)-(2)

EBITDA(192)(169)(179)(169)(174)(152)

Analysis & KPI's - Spark Connect & Platforms

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Voice revenue by type$m$m$m$m$m$m

Calling433333

Spark New Zealand
Financial breakdown by business unit - Spark Ventures & Wholesale

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues

Mobile121312151515

Voice646658544947

Broadband----13

Managed data and networks272421181714

Other operating revenue101011171922

Internal revenue182118201820

131134120124119121

Operating expenses

Labour76881113

Other operating expenses505048504955

Internal expenses11--11

585756586169

Share of associates' and joint ventures' net losses(3)(2)(1)---

EBITDA707563665852

EBITDA margin53.44%55.97%52.50%53.23%48.74%42.98%

Analysis & KPI's - Spark Ventures & Wholesale

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Voice revenue by type$m$m$m$m$m$m

Landline only485144413734

Calling13121110910

Other voice revenue333333

646658544947

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Connections000's000's000's000's000's000's

Broadband connections----12

Voice connections

1

382359335300252179

Voice only connections898276706354

Mobile connections

2

343533324040

2

Mobile connections exclude MVNO connections.

1

Includes all wholesale voice connections (including those where the underlying customer has a bundled broadband

service).

Spark New Zealand
Financial breakdown by business unit - Corporate

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Operating revenues and other gains

Other operating revenue264135262822

Other gains---20--

264135462822

Operating expenses

Labour161414141713

Other operating expenses

1

262821313055

Internal expenses--1---

424236454768

Share of associates' and joint ventures' net losses-(1)(1)(1)(1)-

EBITDA(16)(2)(2)-(20)(46)

1

Includes costs of change

Analysis & KPI's - Corporate

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Southern cross dividends264035262822

Costs of change----1336

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Connections000's000's000's000's000's000's

Broadband connections----11

Spark New Zealand
Analysis & KPI's - Mobile (Spark Home, Mobile & Business and Spark Digital)

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Mobile revenue by type$m$m$m$m$m$m

Mobile service revenue365373376390398403

Other mobile revenue

1

184182197200218220

549555573590616623

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

Average revenue per user (ARPU) - 6 month active

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

Total ARPU28.4427.8927.7127.6828.2227.85

Pay-monthly ARPU46.5545.9945.5945.8845.3744.35

Prepaid ARPU11.7211.8711.6511.7512.4612.45

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

000's000's000's000's000's000's

Pay-monthly connections1,0351,0561,0851,1081,1481,178

Prepaid connections1,1391,1981,2311,2481,2451,236

Internal connections444444

Total mobile connections2,1782,2582,3202,3602,3972,418

1

Other mobile revenue includes handset sales and mobile interconnect.

Number of mobile connections at period end - 6

month active

Spark New Zealand
Group operating expenses

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Payments to telecommunications operators

1

Baseband and access charges717874696458

Other intercarrier costs434847495051

Broadband cost of sales210226223214208208

Field services1087766

334360351339328323

Mobile acquisition, procurement and IT services

Mobile cost of sales229219222214244235

IT services cost of sales184177215205226213

413396437419470448

Labour252245278272276237

Other operating expenses

Direct network costs383131293131

Computer costs383640424143

Accommodation costs474550495451

Advertising, promotions and communication453241285133

Bad debts11119979

Impairment expense-92-16

Costs of change----1336

Other887581878682

267239254244284291

Total operating expenses1,2661,2401,3201,2741,3581,299

Depreciation and amortisation expense

Depreciation126122122128129134

Amortisation9810093878586

224222215215214220

Net finance expense

Finance income(9)(9)(8)(8)(8)(8)

Finance expense222421212224

131513131416

Adjusted operating expenses

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Total operating expenses1,2661,2401,3201,2741,3581,299

Less: costs of change----(13)(36)

Adjusted operating expenses1,2661,2401,3201,2741,3451,263

1

Broadband related Unbundled Copper Local Loop (UCLL) costs have been reclassified from 'baseband and access

charges' to ‘broadband cost of sales’ to align the classification of copper broadband inputs with the existing

classification of fibre broadband inputs. Total payments to telecommunications operators remains unchanged.

Spark New Zealand
Group capital expenditure

H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18

$m$m$m$m$m$m

Cloud102422201920

Converged Communications Network (CCN)-33121715

International cable construction and capacity

purchases

217142014-

IT systems174260526449

Re-engineering of IT systems4224----

Mobile network581969338926

Plant, network and core sustain and resiliency532636313824

Other152020232117

Total capital expenditure excluding mobile spectrum216165224191262151

Mobile spectrum-9----

Total capital expenditure216174224191262151

Capital expenditure is presented on an accruals basis.

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.