Chorus Limited/Announcement
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Chorus 2018 full year result & annual report

Full Year Results26 August 2018CNUCommunication Services

Chorus Limited
Level 10, 1 Willis Street

P O Box 632

Wellington

New Zealand


Email: company.secretary@chorus.co.nz



STOCK EXCHANGE ANNOUNCEMENT


27 August 2018



Chorus 2018 full year result & annual report


The following are attached in relation to Chorus’ FY18 full year result and annual

report:


1. Media Release

2. Investor Presentation (including FY19 outlook and guidance)

3. Annual Report (including audited financial statements)

4. NZX Appendix 1

5. NZX Appendix 7

6. Corporate Governance Statement

7. Letter to investors


Chief Executive Officer Kate McKenzie, and Chief Financial Officer Andrew Carroll, will

discuss the FY18 full year result by webcast at 10.00am New Zealand time today. The

webcast will be available at www.chorus.co.nz/webcast.


ENDS


For further information:


Nathan Beaumont

Media and PR Manager

Phone: +64 4 896 4352

Mobile: +64 (21) 243 8412

Email: Nathan.Beaumont@chorus.co.nz


Brett Jackson

Investor Relations Manager

Phone: +64 4 896 4039

Mobile: +64 (27) 488 7808

Email: brett.jackson@chorus.co.nz

---

MEDIA RELEASE


27 August 2018



Chorus full year result for FY18

Strategic initiatives see EBITDA above guidance


 Net profit after tax $85m (FY17: $113m)

 EBITDA $653m (FY17: $652m)

 Operating revenue of $990m (FY17: $1,040m)

 Final dividend 13 cents per share

 156,000 fibre installs in FY18, a 20 percent increase on FY17

 Fibre uptake increased from 35 percent to 45 percent

 Total fixed line connections down 5 percent to 1,526,000

 Broadband connections increased by 1,000 to 1,187,000


Chorus has today reported a net profit after tax (NPAT) of $85m and earnings

before interest, tax, depreciation and amortisation (EBITDA) of $653m for the

year ended 30 June 2018, modestly above the top end of its FY18 guidance

range of $625 million to $650 million.


Operating revenue for the period was $990m (FY17: $1,040m) and operating

expenses were $337m (FY17: $388m). Depreciation and amortisation for the

period was $387m (FY17: $339m), delivering earnings before interest and tax

(EBIT) of $266m (FY17: $313m).


Chorus’ financial results for the year to 30 June 2018 show the company's shift

to becoming an active wholesaler and concentration on tight cost management,

delivered on financial and operational targets.


Speaking about the results, Chorus' CEO Kate McKenzie said, "It's easy to

overlook the scale and pace of the technological change that we're bringing to

New Zealand communities.


"Demand for fibre was stronger than ever, and our ongoing fibre rollout means

there are now more than 900,000 homes and businesses with our fibre available

at their door. During the financial year, we completed a record 156,000 fibre

installations and this helped grow our fibre uptake from 35 percent to 45

percent.


During FY18 Chorus invested $20m in a project to upgrade copper broadband

performance for about 270,000 addresses across rural and local fibre company

areas. The deployment of vectoring and new VDSL broadband electronics saw a

more than 40 percent average increase in download speed for customers already

on VDSL and a further 85,000 rural addresses who could benefit from improved

broadband performance.









"Investing to promote better broadband that’s already available to many New

Zealanders – our role as an active wholesaler – has succeeded in slowing the

pace of connection decline. Continuing competition from wireless and other fibre

networks saw our total fixed line connections reduce, but the pace reduced

considerably with 76,000 connections lost compared to 125,000 last year," said

Kate.


“By June 2018, 64 percent of our broadband connections were on high

performing VDSL or fibre services, up nearly 20 percent on the previous year.


"In the same time, we've seen the average monthly bandwidth demand on our

network grow from 155 gigabytes per customer to 210 gigabytes. For fibre

customers this was greater still at 297 gigabytes per month.


“Much of this demand is occurring in the evening as more and more New

Zealanders shift to streaming video on demand services. We’ve seen the peak

usage on our network grow by nearly 40 percent at peak viewing times.”


Customer experience


Chorus’ number one operational priority remains a high quality connection

experience for customers connecting to fibre for the first time.


“We know we need to make things better if we’re to continue to encourage

customers to make the effort to upgrade to fibre,” said Kate. “While customer

satisfaction measures improved over the financial year achieving 7.5 we fell short

of hitting our target of 7.8 by the end of FY18.


“We need to keep improving our fibre installation process with initiatives like

‘fibre in a day’ for simple installs so we can both increase our productivity and

customers’ satisfaction with the experience.


“Given our essential role in the broadband ecosystem, achieving this in advance

of the online broadcast of sports events like the 2019 Rugby World Cup, will

require us to work even more collaboratively with our service company partners

and our retailers to get our processes and systems working in concert.”


Signalling a return to EBITDA growth


The strategic changes Chorus started in FY18, which continue through FY19, are

focused on achieving the company’s objective of a return to modest EBITDA

growth in FY20.


“Our return to broadband connection growth in FY18, together with strong

forecasts for urban housing development and underlying broadband trends, such

as fibre uptake and the demand for streamed video content, give us added

confidence in our strategy,” said Kate.









“By innovating for growth and optimising today's business, we believe our

infrastructure will continue to help make New Zealand better well into the

future.”


Innovation focus


In FY18 Chorus began trialling new ways to use our network to provide

compelling technology solutions for customers.


A successful ‘future of TV’ trial demonstrated the ability to broadcast live 4K

quality TV content, via the fibre network to customers’ TVs. With New Zealand’s

fibre footprint coverage exceeding that of terrestrial broadcasting by the end of

2022, this proved to be of strong interest to local broadcasters.


A proof of concept initiative took advantage of Chorus' existing network assets to

build an Internet of Things (IoT) network. Powered using re-purposed copper

cables with wireless access points on telephone poles, the network demonstrated

that localised, deep network coverage for a sensor network was feasible.


Progress towards the regulated utility model


Regulatory clarity remains critical to Chorus' focus on long-term shareholder

value. Chorus has worked throughout the year to assist the passage of the utility

style regulatory framework through Parliament and is now awaiting a revised Bill

for passage into legislation.


"We're looking forward to working with the Commerce Commission on a smooth

and timely transition to a framework that aligns the interests of customers and

investors through recognition of a fair return on investment", said Kate.


Dividend


Chorus will pay a final dividend of 13 cents per share, fully imputed, on 09

October 2018 to all shareholders registered at 5pm on 25 September 2018. A

supplementary dividend will be paid to non-resident shareholders. A dividend

reinvestment plan will apply for the final dividend at a discount rate of 3%.

Applications to participate must be received by 5pm (NZ time) on 26 September

2018.


FY19 guidance


EBITDA: $625 - $645 million

Capital expenditure: $820 - $860 million

Dividend: 23 cents per share, subject to no material adverse changes in

circumstances or outlook.









Chorus Chief Executive, Kate McKenzie, and Chief Financial Officer, Andrew

Carroll, will discuss the final results at a briefing in Wellington from 10.00am (NZ

time). The webcast will be available at www.chorus.co.nz/webcast.


ENDS



For further information:


Nathan Beaumont

Stakeholder Communications Manager

Phone: +64 4 896 4352

Mobile: +64 (21) 243 8412

Email: nathan.beaumont@chorus.co.nz


Brett Jackson

Investor Relations Manager

Phone: +64 4 896 4039

Mobile: +64 (27) 488 7808

Email: brett.jackson@chorus.co.nz

---

27 August 2018
FY18 FULL YEAR RESULT

27 August 2018
FY18 FULL YEAR RESULT

Disclaimer

This presentation:

• Is provided for general information purposes and does not constitute investment advice or an offer of or invitation to purchase Chorus

securities.

• Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known

and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual resultsto

differ materially from those contained in this presentation.

• Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.

• Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX Main Board and ASX listing

rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.

• Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2018 and NZX and ASX

market releases.

• Includes non-GAAP financial measures including "EBITDA” and “adjusted EBITDA”. These measures do not have a standardised meaning

prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. They shouldnot be

used in substitution for, or isolation of, Chorus' audited consolidated financial statements. We monitor EBITDA as a key performance

indicator and we believe it assists investors in assessing the performance of the core operations of our business. Refer to the appendices

of this presentation and Chorus’ FY18 results investor presentation for further detail relating to EBITDA measures.

• Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errorsor

omissions.

• Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are

made as to the accuracy or completeness of such information.

Agenda
>FY18 overview, connections and trends4-5

>Fibre rollout, uptake and data demand6-9

>Financial results10-13

>Capex 14-17

>Guidance: UFB, FY19 capex and EBITDA18-21

>Capital management, FY18 dividend, debt22-23

>Shaping our future: FY20 objective and FY19 focus24-34

Appendices

A: Pro forma FY17 net earnings36

B: Connection and market trends37-38

C: Market structure39

D: UFB1 uptake by area40

27 August 2018

Kate McKenzie, CEO

Andrew Carroll, CFO

Kate McKenzie, CEO

FY18 FULL YEAR RESULT

27 August 2018
FY18 FULL YEAR RESULT

FY18 results overview

▪broadband growth in Chorus UFB zone largely offset loss to alternative networks in rural and LFC zones
▪voice only disconnections driving most of decline (includes UCLL migration to fibre in our UFB zone)

▪64% of broadband connections on fibre or VDSL; fibre connections now exceed ADSL

27 August 2018

FY18 connections overview

INDICATIVE

CONNECTIONS

BY ZONE

Chorus

UFB zone*

Rural

(non-UFB)

zone

Local Fibre

Company

UFB zoneTOTAL

TOTAL

CONNECTIONS

1,123,000194,000191,0001,508,000**

Copper

connections: no

broadband

206,00051,00064,000321,000

Broadband:copper

+ fibre

917,000143,000127,0001,187,000

* Includes planned UFB1, 2 and 2+ coverage

**Excludes the 18k fibre premium and data services (copper) connections

Broadband demand grew strongly, slowing overall line loss from FY17 levels

FY18 FULL YEAR RESULT

-48

-12

-14

43

-10

-32

-60

-40

-20

0

20

40

60

Chorus UFBRuralLFC UFB

FY18 –net change by zone

Copper (no broadband)

Broadband (fibre or copper)

Connections

(‘000)

See Appendix Bfor FY18 connection movements by category

Fibre rollout: 66% complete
>45% UFB uptake at 30 June (FY17: 35%)

415,000 connections

932,000customers able to connect

700,000 premises passed (15k greenfields, 6k UFB2)

27 August 2018

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

UFB rollout and uptake

UFB connections

UFB available addresses

Planned footprint

% Uptake (RHS)

No. of

connections

Uptake

Premisesto pass by Dec 2022~1,054,000*

Customers able to connect ~1.36 million

*Includes estimated 43k greenfieldspremises for UFB1

Uptake

FY18 FULL YEAR RESULT

27 August 2018
Surging fibre demand

20% lift in fibre installations YOY

FY18 FULL YEAR RESULT

185 installation crews added

work in progress stable at ~30k

disappointing lift in customer satisfaction

to 7.5

achieving “fibre in a day” for 25%of

regular installations

12kmanaged migration installations

27 August 2018
Fibre uptake and usage

0

10

20

30

40

50

60

70

80

90

100

Jun-16Sep-16Dec-16Mar-17Jun-17Sep-17Dec-17Mar-18Jun-18

50Mbps100Mbps200MbpsGigabitEducationBusiness 100Mbps+

0

50

100

150

200

250

300

CopperFibreAverage

% of

plans

Data

usage

(GB)

Monthly average data usage

per connection on our network

Total mass market fibre uptake by plan type

▪30,000 connections now on gigabit plans

▪69% of mass market fibre connections on 100Mbps

▪100/20Mbps pricing increased to $45 monthly from 1 July

>Monthly average data usage per connection on our

network grew to 210GBfrom 155GB (FY17)

▪297GBon fibre (FY17: 222GB)

▪160GBon copper (FY17:134GB)

$41.50

monthly

$45

monthly

FY18 FULL YEAR RESULT

27 August 2018
Streaming and gaming driving data growth

FY18 FULL YEAR RESULT

Fortniteeffect: record

peak traffic 1,792Gbps

on 12 July 2018

June 2017

average peak throughput

June 2018

average peak throughput

Financial performance
Andrew Carroll, Chief Financial Officer

27 August 2018

FY18 FULL YEAR RESULT

Income statement
27 August 2018

FY18

$m

FY17

(adjusted)

$m

Operating revenue9901,048

Operating expenses(337)(338)

Earnings before interest, tax,

depreciation and amortisation (EBITDA)

653710

Depreciation and amortisation(387)(379)

Earnings before interest and income tax266331

Net interest expense(144)(147)

Net earnings before income tax122184

Income tax expense(37)(39)

Net earnings for the year85145

FY18 FULL YEAR RESULT

FY17 adjusted to show the illustrative impact if NZ

IFRS 9, 15 and 16 had applied

27 August 2018
FY18

$m

FY17

(adjusted)

$m

Fibre broadband (GPON)198123

Fibre premium (P2P)7879

Copper based voice133163

Copper based broadband421501

Data services copper2732

Field Services7084

Value added network

services

3334

Infrastructure2323

Other79

Total9901,048

FY18 FULL YEAR RESULT

FY17 adjusted to show the illustrative impact if NZ IFRS 15 and 16 had

applied

Copper revenues declining as customers migrate to Chorus fibre or

competing fibre/wireless networks

>Decline in copper installation, subdivision and 3

rd

party maintenance revenues

>Revenue growing as fibre uptake increases

>Movement from legacy services to lower price UFB services

Revenue

27 August 2018
FY18

$m

FY17

(adjusted)

$m

Labour 7369

Provisioning611

Network maintenance8787

Other network costs3427

IT5455

Rents, rates and

property maintenance

2422

Regulatory levies1313

Electricity1514

Consultants510

Insurance33

Other2327

Total337338

FY18 FULL YEAR RESULT

>12% reduction in staff from Aug 2017 peak but most impact in capex.

Labour includes $5m of one-off costs

>Provisioning reflects a smaller scope of activity and cessation of FY17 install

support costs

>Proactive maintenance and weather events offset volume reduction and

changed copper/fibre mix

FY17 adjusted to show the illustrative impact if NZ IFRS 15 and 16

had applied

Expenses

>Other costs declined with initiatives around travel and other corporate

expenses

>Increases in network costs reflects increased focus on proactive

maintenance and cost of maintaining network spares

>Reduced following FY17 strategic review

▪Rural areas are disproportionately more expensive to maintain than
urban areas

▪Copper costs don’t reduce in proportion to the number of connections –

there is a significant fixed element

▪Fibre share of maintenance will grow, but at a lesser rate than copper

because variable fault rate is lower on fibre (although costlier to fix)

▪In the long run, we think there is around an annual $10m saving from

full copper to fibre migration in Chorus UFB areas

Copper maintenance:

urban (indicative)

Exchange + feeder

cable

Cabinet to street

boundary

In boundary (excludes

home wiring)

Fixed30%70%0%

Variable20%40%40%

27 August 2018

Understanding network maintenance

Fibre uptake initially reduces variable copper costs only

% FY18 lines

Chorus UFB

Rural (non-UFB)

LFC UFB

% FY18 reactive

maintenance cost

8

31

36

FY18 reactive maintenance

spend $m

Fibre

Copper -

fixed

Copper -

variable

FY18 FULL YEAR RESULT

27 August 2018
Capex: Fibre

Total capex of $810m vs FY18 guidance of $780-$820m

FibrecapexFY18

$m

FY17

(adjusted)

$m

UFB communal231183

Fibre connections & layer 2294258

Fibre products & systems1717

Other fibre connections & growth6545

Customer retention costs134

Subtotal620507

>increase reflects $60m UFB2 rollout; $77m work in progress (FY17:

$41m)

>156,000 installations vs 129,000 in FY18

FY18 FULL YEAR RESULT

Cost per UFB1 premises passed (CPPP): ~$1,568 vs $1,500 -$1,600 guidance (FY17:$1,651)

Crown funding now claimed for ~15k greenfieldspremises (10k in FY18) representing capex to date of ~$17m

recognised in prior years ‘Other fibre connections & growth’

>growth in greenfieldsand backhaul (UFB2) spend, pole replacement

>reflects a full year of retention activity

27 August 2018
Capex: Fibre connections & layer 2

Fibre connections & layer 2 capexFY18 spendFY17 spend

Layer 2 (long run programmeaverage of $100 per connection)$32m$20m

Premium business fibre connections$11m: 1,400 connections

(FY18 estimate: 2,500)

$19m: 2,000 connections

Single dwelling units and apartments connections$163m: 156,000 connections

(FY18 estimate:152,000)

$144m: 129,000

connections

Backbonebuild: multi-dwelling units and rightsof way$88m: 13,100completed

(FY18 estimate: 12,000)

$75m: 11,300completed

TOTAL SPEND$294m$258m

Note: we estimate ~50-55% of MDUs and RoWsrequiring backbone build have been completed

Cost per UFB1 premises connected (CPPC): $1,037* vs $1,050 -$1,200 guidance (FY17: $1,122)

* excludes layer 2 and includes standard installations, some non-standard single dwellings and service desk costs

strong uplift in fibre demand year on year with more installations and backbone completed than forecast

increased layer 2 spend for UFB2/2+ rollout and bandwidth demand

Connections capex of $294m vs FY18 guidance of $260-$290m

FY18 FULL YEAR RESULT

27 August 2018
Capex: Copper and Common

CommoncapexFY18

$m

FY17

(adjusted)

$m

Informationtechnology3534

Building& engineering services2019

Other34

Subtotal5857

CoppercapexFY18

$m

FY17

(adjusted)

$m

Network sustain4529

Copperconnections24

Copper layer23444

Product42

Customer retention costs4746

Subtotal132125

network sustainreflects investment in poles,

proactive maintenance and roadworks projects

copper layer 2 included ~$20m VDSL vectoring

rollout completed in FY18

customer retention costs capitalised as per NZ

IFRS 15

FY18 FULL YEAR RESULT

continued to invest in own IT platforms/technology and

upgrading exchanges for power/regulatory

requirements

~120,000 brownfields premises across UFB1 and UFB2
expect to claim another ~18k UFB1 greenfieldspremises already passed in prior years

27 August 2018

UFB rollout –programme guidance recap

FY19 is peak communal build year

FY18 FULL YEAR RESULT

Programme guidanceNotes

UFB1 communal$1.75 -$1.8 billion

Tracking towards the top end of guidance

and excludes growth (e.g.additional splitter

investment)

UFB1 cost to

connect (CPPC)

$1,050 -$1,250

Fora standard residential connection,

including layer 2 and service desk costs,

and in 2011 dollars. Tracking towards the

top half of the range.

UFB2* communal$505 -$565 million

Combined guidance range for UFB2 and 2+

UFB2* cost to

connect

$1,650 -$1,850

In2017 dollars and including layer 2,

backbone costs for MDUs and rights of way

with 10 or fewer premises and service desk

costs

* combined UFB2 and 2+ rollout plans

27 August 2018
FY19 gross capex guidance

>$820m -$860m gross capex reflects:

Fibre $660m-$690m

$280-310m fibre connections & layer 2

$90-110m spend forecast for UFB2/2+ communal

continued greenfieldsand transport (UFB2) spend

~$10m pole programme continues

customer retention mix weighted more to fibre

Copper$90m-$110m

vectoring rollout complete

~$10m pole programme continues

Common: $55m-$70m

▪includes potential innovation spend

FY18FY19 GUIDANCE

FY18 vs FY19 illustrative capex profile

CommonCopperFibre

$810m

FY18 FULL YEAR RESULT

$820 -$860m

660-690

90-110

55-70

620

132

58

27 August 2018
FY19 EBITDA guidance

$625m to $645mEBITDAreflects:

expectations of market growth in broadband,

plus continued slowing in overall line loss

Incremental spend (above FY18 levels) of

$10 -$15 million on innovation activity,

regulatory processes, branding and other

transformation-related one-off costs.

Excluding this, we expect total costs to be

broadly consistent with FY18.

FY18 FULL YEAR RESULT

27 August 2018
FY19 guidance summary

FY19 guidance FY18 result

UFB1 Cost Per Premises

Passed (CPPP)

$1,500 -$1,600$1,568

UFB2/2+ communal capex

$90m -$110m

(based on estimated starting premises of 45,000 to 55,000 and premises

handed over of 25,000 to 35,000)

$61m

UFB1 Cost Per Premises

Connected

(CPPC)

$1,000 -$1,150

(excluding layer 2 and including standard installations and some non-

standard single dwellings and service desk costs)

$1,037

Fibre connections & layer 2

capex

$280 –$310m (based on mass market 155,000 –175,000 fibre

connections,and 14,000 backbone builds and including service desk costs)

$294m

FY19 Gross capex

$820 –$860m$810m

FY19 EBITDA

$625 –645m $653m

FY18 FULL YEAR RESULT

▪supplementary dividend of 2.2 cps payable to
non-resident shareholders

▪record date: 25 September 2018

▪payment date: 9October 2018

▪Dividend Reinvestment Plan applies with

3% discount to prevailing market price; open

to New Zealand and Australian resident

shareholders

27 August 2018

Capital management & FY19 dividend

FY18 final dividend of 13 cps, fully imputed

>The Chorus Board considers that a ‘BBB’ credit

rating or equivalent credit rating is appropriate

for a company such as Chorus. It intends to

maintain capital management and financial

policies consistent with these credit ratings.

>During the UFB build programme to 2020, the

Board expects to be able to provide shareholders

with modest dividend growth from a base of

20cps per annum, subject to no material adverse

changes in circumstances or outlook.

>FY19 dividend guidance of 23 cps, subject to

no material adverse changes in circumstances or

outlook.

FY18 FULL YEAR RESULT

27 August 2018
Debt

Term debt profile

As at

30 June 2018

$m

Borrowings1,922

+ PV of CFH debt

securities (senior)

129

+ Net leases payable238

Sub total2,289

-Cash(50)

Total net debt2,239

Net debt/EBITDA3.43 times

Financial covenants require senior debt ratio to be

no greater than 4.75 times

677

400

785

7070

105

134

16

35

62

75

0

100

200

300

400

500

600

700

800

CFH debt securities available

Face value of CFH debt securities issued

EUR EMTN

NZ Bond

GBP EMTN

>At 30 June, debt of $1,922m comprised:

▪Long term bank facilities $290m undrawn; $60m drawn

▪NZ bond $400m

▪Euro Medium Term Notes $1,462m (NZ$ equivalent at

hedged rates)

NZ

$M

FY18 FULL YEAR RESULT

Shaping our future
Kate McKenzie, Chief Executive Officer

27 August 2018

FY18 FULL YEAR RESULT

27 August 2018
FY18 FULL YEAR RESULT

27 August 2018
Our objective is to...

Return to

modest

EBITDA

growth in

FY20*

*subject to no material

changes in expected

regulatory environment or

competitive outlook

FY18 FULL YEAR RESULT

OPTIMISE

TODAY’S

BUSINESS

INNOVATE

FOR

GROWTH

27 August 2018
Innovation focus

Pipeline of opportunities identified

infrastructure re-use trialled for IoTdelivery and

moving to commercialisation

school trials proving wi-fipotential to bridge

digital divide

network edge computing: clear global trend

favouring exchange co-location; Wellington and

Christchurch sites under development for Q3 FY19

4K TV trial: clear medium term potential for

broadcasting role; pathway to other opportunities

as streaming accelerates data demands

FY18 FULL YEAR RESULT

27 August 2018
FY18 FULL YEAR RESULT

Live sports to drive streaming uptake

27 August 2018
Growing our broadband base

Strong premises growth

government forecasts suggest 39% growth in consents

we’ve redesigned processes for property developers

~3,000 premises pre-connected with fibre in FY18

Competitive network effects ebbing

LFC UFB1 rollouts complete

wireless customers returning as fibre rollout expands,

data demands grow

Wellington rollout entering significant off-net HFC suburbs

leveraging our vectoring VDSL rollout in LFC and rural

areas

FY18 FULL YEAR RESULT

MBIE National Construction Pipeline Report forecasts 39% growth in consents

systems pre-identification of ‘simple’ connections
to remove customer scoping visit

installation only visit will improve customer

experience

need to work in concert with retailers to reduce

reschedules

27 August 2018

Connecting fibre faster

Targeting up to 50% “fibre in a day” by Xmas

Migration campaigns ongoing

trials to support fibre in a day and future copper

migration

FY18 FULL YEAR RESULT

27 August 2018
Reschedules drive significant industry activity

FY18 FULL YEAR RESULT

27 August 2018
Automating open access information flows

FY18 FULL YEAR RESULT

API channel established: 6 APIs launched

27 August 2018
Planning for copper to fibre migration

0

100

200

300

400

500

600

700

800

# nodes

% penetration –pre 2018 areas

Fibre uptake by fibre node area

(brownfields), excluding off-net addresses

FY18 FULL YEAR RESULT

average UFB uptake of 45% understates

actual penetration given ongoing network

expansion and off-net connections

fibre penetration is >70% across 1,000 nodes

when exclude off-net connections

draft legislation contemplates copper

withdrawal in areas where fibre is available

withdrawal code to be developed in

consultation with industry and Commission

45% uptake across

our UFB area,

including off-net

27 August 2018
FY18 FULL YEAR RESULT

Shaping our future

For 2020 and beyond

utility style framework expected soon

copper>fibre migration

refining our product portfolio

review of service company model

evolving company culture

the rise of wholesale only networks

Appendices
27 August 2018

FY18 FULL YEAR RESULT

27 August 2018
FY18 FULL YEAR RESULT

Appendix A: Pro forma FY17 net earnings

For information purposes only. This appendix provides an approximate translation of FY17 to show the illustrative impact if NZ

IFRS 9, 15 and 16 had applied in FY17.

Income statementFY17

results

$m

NZ IFRS

impact

$m

FY17

(adjusted)

$m

Notes

Operating revenue1,04081,048

Broadbandmodem upgrade costs incurred in FY17,in FY18 these are

now capitalised and amortised in accordance with NZIFRS 15

Operating expenses(388)50(338)

$42m costs incurredin acquiring and retaining customers

(provisioning $32m, Labour $5m and IT $5m). These costs are now

capitalised and amortised in accordance with NZ IFRS 15 and

disclosed as separate items in fibre and copper capex.

$8m rent and rates are now recognised as a right of use asset with

the value capitalised and depreciated over the life of the lease.

EBITDA65258710

Depreciationand

amortisation

(339)(40)(379)

Increase in depreciation and amortisation inline with NZIFRS 15 and

16.

Net interestexpense(154)7(147)

NZ IFRS 9 and 16 impact to account for change in accounting

treatment for ineffectiveness and capitalisation of leases.

Income tax expense(46)7(39)

Net tax impacts associatedwith NZ IFRS changes.

Net earnings for the year 11332145

27 August 2018
30 June

2017

30 Sept

2017

31 Dec

2017

31 March

2018

30 June

2018

Unbundled

copper

82,00076,00068,00062,00053,000

Baseband

copper

(no broadband)

313,000302,000290,000279,000268,000

Fibre

broadband

(GPON)

292,000328,000362,000394,000433,000

VDSL

(includes naked)

244,000294,000320,000325,000321,000

Copper ADSL

(includes naked)

650,000562,000499,000465,000433,000

Data services

(copper)

8,0007,0007,0006,0006,000

Fibre premium

(P2P)

13,00013,00013,00012,00012,000

Total

connections

1,602,0001,582,0001,559,0001,543,0001,526,000

0

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

Data services (copper)Fibre premium (P2P)

Fibre broadband (GPON)VDSL

Copper ADSLUnbundled copper (no broadband)

Baseband copper (no broadband)

Fibre (GPON)

VDSL

Copper ADSL

Unbundled copper

Baseband copper

Appendix B: Connection and market trends

FY18 FULL YEAR RESULT

27 August 2018
-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

Broadband uptake by retailer (all technology)

SparkVodafoneVocus2degreesTrustpowerROM

Source: IDCSource: IDC

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

NZ broadband market –by technology

Chorus xDSLChorus mass market fibreChorus premium fibre

Local fibre companies (UFB)Other fibre networksOther xDSL

Vodafone cableFixed (mobile) wirelessLegacy fixed wireless, satellite

FY18 FULL YEAR RESULT

27 August 2018
Appendix C: Market structure

FY18 FULL YEAR RESULT

27 August 2018
0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

Jun-17Sep-17Dec-17Mar-18Jun-18

ROLLOUT COMPLETED IN

THESE AREAS

Note: % uptake can reduce in areas as the fibre

rollout passes more addresses in a period

45%

AVERAGE

UPTAKE

% uptake

relative to

capable

addresses

Appendix D: UFB1 uptake by area

FY18 FULL YEAR RESULT

---

Annual Report 2018
01 Chorus Board and

management overview

17 Management commentary

27 Financial statements

65 Governance and disclosures

92 Glossary

FY18 results overview
1 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key performance

indicator and we believe it assists investors in assessing the performance of the core operations of our business.

2 Adjusted to reflect the effect the NZ IFRS accounting standards adopted in FY18 would have had if they had applied in FY17.

EBITDA

1

Adjusted

2

EBITDA

DividendEmployee engagement score

Fixed line connectionsBroadband connections

Fibre connectionsNet profit after tax

FY18

22cps

FY17

21cps

FY18

57%

FY17

81%

FY18

445,000

FY17

305,000

FY18

$85m

FY17

$113m

FY18

1,187,000

FY17

1,186,000

FY18

1,526,000

FY17

1,602,000

FY18

$653m

FY17

$710m

2

FY18

$653m

FY17

$652m

Annual Report 20181
Dear investors

We’ve made strong progress this year

in our quest to keep New Zealand new.

It is easy to overlook the scale and pace of the technological

change we’re bringing to New Zealand communities.

More than 900,000 homes and businesses now have fibre

at their gate and uptake has surged from 35% to 45% during

FY18. This has been achieved through our focus on the

more visible and challenging part of our broadband rollout

– the connection from the street into customers’ homes

and businesses. We didn’t get it right every time, but we’ve

continued to improve the experience for customers while

completing 156,000 fibre installations. That’s a 20% lift in

productivity from the previous year.

We ended the year with 64% of our broadband connections

on either fibre or high-speed VDSL broadband, up from

45% last year. This was driven by our shift to being an

active wholesaler, investing to promote awareness of

the better broadband options already available to many

New Zealanders through advertising, collaborative

campaigns with retailers and our own door knocking

initiatives. This new approach, combined with underlying

demand for broadband, helped us to turn last year’s

decline of 40,000 broadband connections into a gain of

1,000 connections for FY18. Although competition from

wireless and other fibre networks meant our total fixed line

connections continue to reduce, the pace slowed to 76,000

connections compared to 125,000 connections in FY17. This

reduction in connections was predominantly copper lines

outside of our fibre network areas.

Against this backdrop of declining connection numbers,

we took steps to implement a range of cost management

initiatives identified in our FY17 strategic review. This included

reducing our internal workforce by 12%, from peak August

2017 levels, as part of broader organisational change. We

achieved net profit after tax of $85 million and EBITDA

of $653 million, modestly above the top end of our initial

FY18 EBITDA guidance of $625 million to $650 million.

This compares with adjusted

1

FY17 EBITDA of $710 million,

reflecting the effect of fewer connections on our revenues.

1 Adjusted to reflect the effect the NZ IFRS accounting standards

adopted in FY18 would have had if they had applied in FY17.

A fully imputed final dividend of 13 cents per share will be

paid on 9 October 2018, bringing total dividends for FY18

to 22 cents per share.

Our focus on tight cost management meant we met our

fibre capital expenditure forecasts for another year, despite

a record year for fibre connections and inflation in the wider

construction market. Our commitment to investing in a fibre

future was evident in our August 2017 UFB2+ agreement

with the Government to take fibre even further. By the end

of 2022 we’ll have extended fibre to about three-quarters

of the 87% of New Zealanders to be covered by the UFB

programme. In the meantime, our investment in VDSL

broadband upgrades has helped narrow the digital divide,

improving potential broadband speeds for up to 85,000

rural addresses.

We invested in bridging the digital divides within urban

communities too. We worked with Network for Learning,

a government education group, to trial the extension

of a school wifi network to students in the surrounding

community, using our street poles and copper cables in

new ways. This was part of our innovation initiatives, focused

on identifying opportunities to use our network assets to

develop future products and services. We’ve also run trials

to develop connectivity options for the Internet of Things,

network edge computing and television broadcasting.

The success of these trials has increased our belief in the

potential socio-economic benefits our infrastructure can

bring to New Zealanders, while providing future alternative

sources of revenue for our business.

Regulatory clarity remains critical to our focus on long-term

shareholder value. We worked through the year to assist

the progress of the utility style regulatory framework, as

initially set out in draft legislation in August 2017, through

Select Committee and revised legislation is expected before

Parliament in FY19. We look forward to working with the

Commerce Commission on a smooth and timely transition

to a framework that aligns the interests of customers and

investors through recognition of a fair return on investment.

Kate McKenzie

Chief Executive

Patrick Strange

Chair

This report is dated 27 August 2018 and is signed on behalf of the Board

of Chorus Limited.

Annual Report 20182
Keeping

New Zealand new

As a utility network operator, we take a long

term view. We want to make New Zealand better,

keeping it at the cutting edge through our network

infrastructure and the connectivity we can

provide. Our network of fibre and copper cables

connects homes and businesses nationwide, via

our exchange buildings and cabinets. About 100

retailers use our network to deliver their services

to their customers. This includes using our fibre

network for backhaul connections to mobile

network towers.

Demand for broadband has been growing very strongly,

fuelled by the emergence of broadband as the fourth utility,

together with the rollout of fibre and ongoing premises

growth, particularly in New Zealand’s largest city, Auckland.

However, the continuing evolution of technology, market

dynamics and industry regulation means we operate in an

ever changing environment. To ensure we maintain our

leading network position and a sustainable business well

into the future, we’re focused on creating an environment

for our customers and our people that optimises today’s

business and allows for us to innovate for growth.

1.1 Transforming customer experience

It’s our belief that once a home or business owner has

connected to fibre, its technological superiority will ensure

they remain connected. This means we need to make it

as easy as possible for customers to connect to our fibre

network. Fibre installations can be challenging because

of the variability in conditions between every home and

business, as well as the layers of communication and

coordination required between us, our service companies,

retailers and their customers. We’ve made significant

progress in streamlining processes with our investment in

automated platforms, but we know we need to make things

better if we’re to continue to encourage customers to make

the effort to upgrade to fibre.

This is why our number one operational priority remains

a high quality connection experience for customers

connecting to our fibre network for the first time. We

set ourselves a customer satisfaction target of 7.8 out of 10

by the end of FY18, up from 7.4 in FY17, based on a rolling

three month average of scores from a survey of newly

connected customers each month from across a range

of retail service providers.

Although we ended the year with an improved score of 7.5,

this was below our target. However, the less than desired

improvement was achieved in the context of a year of

unprecedented demand where we recruited 185 additional

field crews to deal with strong fibre demand and complete

20% more fibre installations than the prior year. The passing

of new land access legislation in the first half of FY18 also

meant we’ve been connecting a backlog of orders where

the customers had gone through a drawn out and potentially

unsatisfactory experience.

Further, results varied widely between retailers, reflecting the

multiple customer touchpoints involved in the connection

process. Customer satisfaction levels can be influenced by

everything from the quality of initial communication between

customers and their retailer, through to our communication

and technicians turning up when expected, as well as the

quality of the installation itself. Some retailers achieved

customer satisfaction scores of more than 8 out of ten,

reflecting a focus on clear expectation setting with their

customers and well developed processes. Our technicians are

completing more than 700 installations a day and typically

achieve 8 out of ten on customer satisfaction surveys.

There’s clearly still more we can do to improve the

experience for customers and we have an extensive

programme of initiatives underway including:

• streamlining the connection process for simple fibre

connections so customer effort is reduced to one visit,

rather than two. In June 2018 we were already achieving

this goal of "fibre in a day" for about 25% of customers

connected. Our goal is to reach 100% by the end of FY19.

• increasing our joint targeted marketing campaigns

with retailers so we better coordinate service

company resources.

• running more of our own door knocking campaigns

so we better align our fibre installation work with initial

network rollout activity.

• continuing to clear the backlog of complex multi-

dwelling and rights of way connections following

changes to the land access legislation.

• reducing rescheduling and cancellations by proactively

managing fibre orders to better identify missing

information and complex installations.

• improving customer expectation setting with

enhanced installation and consent information.

1.0

Annual Report 20183
JUNE 16

7. 47. 56.9

JUNE 17JUNE 18

OUT OF 10

JUNE 16

4

%

4

%

7

%

JUNE 17JUNE 18

OF WORK IN

PROGRESSS

JUNE 16

615800524

JUNE 17JUNE 18JUNE 16

129k156k

93k

JUNE 17JUNE 18

JUNE 16

4

%

5

%

14

%

JUNE 17JUNE 18JUNE 16

221317

JUNE 17JUNE 18

(TARGET 7.8)

National weighted average lead times

Customer escalations

Technician reschedules

Customer satisfaction

Fibre installation crewsCompleted installations

DAYS

Annual Report 20184
1.2 Upgrading customers to better broadband

A reduction in the number or value of our connections

impacts our revenue and profitability. To mitigate these

risks, we’ve become an active wholesaler. This means we

are investing to raise consumer awareness of our network

footprint and service quality through advertising campaigns

and www.askforbetter.co.nz. We're also working with

retailers to encourage them to upgrade their customers to

better broadband options on our network. By the end of

FY18, 64% of our broadband connections were on VDSL or

fibre technology, up from 45% at the start of the period.

Customer recognition of the premium benefits of fibre

broadband speeds and consistent throughput capability is our

strongest competitive network advantage. We’ve seen early

evidence of customers returning to our network from wireless

alternatives as fibre becomes available. To that end, our

ongoing rollout of the UFB network remains by far the biggest

and most important investment we’re making in delivering

a better broadband experience for customers. We extended

our fibre footprint past another 150,000 homes and

businesses during the year and demand for fibre was stronger

than ever, with UFB uptake growing from 35% to 45%.

At the same time, we increased VDSL uptake by 77,000

connections. This was a positive outcome for customers

given the enhanced broadband speeds typically provided

by VDSL and the fact we charge the same rate for VDSL

and ADSL services. We invested $20 million in a project

to upgrade broadband performance for about 270,000

addresses across rural and local fibre company areas

through the deployment of vectoring technology and

new VDSL broadband electronics. We’ve seen a more than

40% average increase in download speed performance

for those customers who are now on VDSL broadband

plans and the upgrade could benefit about 85,000

rural addresses with improved broadband speeds.

1.3 Leveraging our technology advantage

Today, we can provide dedicated 1 gigabit per second

(Gbps) connections with no datacap constraints to more

than 900,000 customers across New Zealand’s largest

urban centres. By the end of 2022 we’ll have extended

that footprint to more than 1.3 million customers and

we’ve begun trialling the delivery of 10Gbps capability.

In contrast, mobile networks rely on shared capacity

and are more prone to congestion at peak times.

This difference is becoming all the more important as data

demand grows. More than 60% of New Zealand households

are estimated to be on unlimited broadband plans and

average monthly bandwidth demand on our network grew

from 155 gigabytes (GB) per customer to 210GB in the

12 months to the end of FY18. Usage for fibre customers was

higher again at an average of 297GB per month. Moreover,

much of this demand is occurring in the evening as more

New Zealanders shift to streaming video on demand services.

We’ve seen average peak usage on our network grow 37%

Figure 1:

Monthly average data usage per connection on our network

0

50

100

150

200

250

300

DEC 2015

DEC 2014DEC 2016

MAR 2017

JUN 2015

MAR 2015

SEP 2016

MAR 2016

JUN 2016

JUN 2017

SEP 2015

MAR 2018

SEP 2017

JUN 2018

DEC 2017

CopperFibreAverage

Data usage (GB)

from 1,084Gpbs at 9pm in June 2017 to 1,480Gbps at

9pm in June 2018. Record peak usage for FY18 occurred

just before 9pm on May 1st with 1,658Gbps, following

the release of an update for the online game Fortnite.

There are customers who do not currently use much

data and for whom wireless networks may provide a

viable network alternative. However, ever increasing data

demands and the evolution of new data hungry devices

and applications, particularly 4K television, are continuing

to fuel the demand for bandwidth. Currently, wireless

broadband retailers have monthly datacaps limited to

240GB and only offer these services in very specific areas.

There has been much speculation about the potential

future performance of 5G technology and what it means

for fixed line networks. We are monitoring developments

and have visited international telecommunications

operators to learn more about their 5G plans. Where

deployments are occurring overseas they tend to be

in areas where fibre to the premises networks aren’t

available. Some operators have questioned the economic

viability of 5G deployments in areas where a superior fibre

service is already available. A multitude of new wireless

base stations would be required to extend 5G capability

to lower density suburban areas. This is because of the

distance and line of sight limitations for each base station.

The timeframes for the development of global 5G

standards and consumer equipment, together with

spectrum requirements, suggests 5G deployments

in New Zealand are unlikely until 2020. These initial

deployments are likely to be limited to existing cell

towers or sites. We see a complementary future with 5G,

because fixed line infrastructure will also be needed for

backhaul and power to base stations. This may create

new revenue opportunities for our business over time.

Annual Report 20185
1.4 Identifying new uses for our infrastructure

During the year we began trialling new ways to use our

network to provide new technology solutions for customers.

We ran a successful trial that showed we can broadcast live

4K quality TV content, via our fibre network, to customers’

televisions. This is of strong interest to local broadcasters

as an alternative, higher quality and more interactive option

than traditional broadcast mechanisms. By the end of 2022,

New Zealand’s fibre footprint will have greater coverage of

the population than terrestrial broadcasting.

This broadcasting capability will also potentially require a

dispersed content distribution network. Based on the success

of our earlier data centre trial and the growth in demand for

network edge computing capability, we’ve already begun

expanding our data centre footprint to more exchanges.

We’ve started exploring the potential uses of our network

assets to meet the expected needs for low-powered

monitoring of sensors as the Internet of Things evolves.

This included a proof of concept trial for a Long Range

Wide Area Network. Our solution used a pole-mounted

wireless access point, powered by our copper network,

to enable monitoring of hard to access locations such as

underground wastewater or sewage pumping stations.

Figure 2:

37% growth in June traffic peak year on year

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

02:15

14:15

00:15

12:15

04:15

16:15

04:45

16:45

01:15

13:15

00:45

12:45

03:45

15:45

02:45

14:45

03:15

15:15

07:45

19:45

05:15

17:15

07:15

19:15

01:45

13:45

06:45

18:45

09:45

21:45

10:15

22:15

08:15

20:15

05:45

17:45

10:45

22:45

09:15

21:15

06:15

18:15

11:15

23:15

08:45

20:45

11:45

23:45

Time of day

Note: data represents average of traffic across all days in June, excluding corporate traffic.June 2018June 2017

Network throughput (Gbps)

Peak traffic

of 1,658 Gbps

on 1

st

May 2018

Annual Report 20186
Our market driversWhat we’re doing about these drivers

Strong population and premises growth,

particularly in Auckland.

We’ve increased our subdivision capability and are focused on installing

fibre so it’s available when customers move into their new homes.

Local fibre companies (Enable, Ultra-Fast Fibre,

Northpower) are overbuilding our existing copper

network with fibre as part of the Government’s

UFB programme.

We’ve invested in the deployment of VDSL vectoring capability to

improve the performance of our copper broadband network and

we continue to provide services on our pre-existing fibre network in

these areas.

Large vertically integrated retailers are encouraging

some of their customers to use their own fixed

wireless, cable and legacy fibre networks to reduce

their wholesale network costs.

We’ve become an active wholesaler, promoting awareness of the fibre

and VDSL options already available to many New Zealanders through

advertising, collaborative campaigns with retailers and our own door

knocking initiatives.

Traditional voice only connections are declining as

demographics and service options evolve, while legacy

business connections are migrating to new lower cost

inputs on our own or alternative provider networks.

We have an extensive innovation programme underway to identify

potential new uses for our network infrastructure, including

broadcasting capability, data centres and Internet of Things

connectivity.

Communications technology is evolving,

potentially increasing the capability of mobile/wireless

technologies as a fixed line alternative for some

customers.

We’re taking fibre to about three-quarters of the 87% of

New Zealanders to be covered by the UFB programme by the end of

2022 and we’re extending our VDSL footprint. Our network provides

dedicated capacity for customers at times of peak data consumption.

Figure 3:

Summary of key market trends

Annual Report 20187
We’re the major cornerstone partner in the

Government’s UFB initiative that will see a

fibre to the premises network available to

approximately 87% of New Zealanders by the

end of 2022. Our part in the network rollout

began in 2011 and will reach an estimated

1.36 million homes and businesses.

Building the communal fibre network past these homes

and businesses is estimated to cost $2.26 billion to $2.37

billion, excluding the significant cost avoided by re-using

our existing network assets such as ducts and poles.

In addition to communal network costs, we’re investing

significant capital expenditure to connect each customer

to the fibre network. The total cost of this will depend on

the level of uptake over time.

The Government is providing up to $1.33 billion in financing.

This financing was agreed to help make the business

case for building the UFB network ahead of demand and

acknowledging the significant risks involved, including

our delivery and operational obligations, as well as the

financial and step-in management remedies available

to the Government.

We receive the Government financing as the network is built

past premises according to our agreed deployment plan

and we issue debt and equity securities in return. The debt

will be redeemed in tranches from 2025 to 2036, while an

increasing portion of the equity securities attract dividend

payments from 2025 onwards. In the event that our credit

rating fell below investment grade we would require Crown

Infrastructure Partners approval to pay a dividend on our

ordinary shares and, after 2019, to continue accessing

Government financing for the UFB2 rollout.

We have fixed price contracts in place for the communal

network deployment and for subsequent connections to

customers. These contracts are with our third party service

company suppliers including Visionstream, Broadspectrum,

Downer and Universal Communications Group. We work

closely with our service company partners to maintain our

workforce at sustainable levels so we can meet customer

demand for fibre connections and deliver a good customer

experience. Technicians must undergo induction training,

including health and safety, before conducting any work on

our behalf. We also undertake regular spot checks to ensure

work meets our quality standards and customer experience

expectations.

During the year there were suggestions of isolated instances

in which some service company subcontractors may have

employed workers on a voluntary basis. We investigated

the claims and a service company subsequently ended a

subcontractor relationship. Our supplier contracts clearly

require workers to be employed according to New Zealand

law and we’re continuing to monitor compliance with our

supply chain requirements with all service companies.

2.0

The UFB

rollout

Figure 4:

UFB rollout and uptake

0

200

400

600

800

1,000

1,200

1,400

Number of connections

JUN

2015

DEC

2015

MAR

2016

MAR

2018

JUN

2018

DEC

2022

SEP

2017

DEC

2017

MAR

2017

JUN

2017

SEP

2016

DEC

2016

JUN

2016

40%

50%

60%

70%

80%

90%

100%

30%

20%

10%

0%

Uptake

SEP

2015

% Uptake (right axis)

000’s

Premises to pass by

end of 2022

̃

1,054,000*

Customers able to connect

̃

1.36 million

Estimated communal capital

expenditure to pass premises

$2.26 to 2.37 billion

Crown funding

(57:43 equity/debt)

up to $1.33 billion

Capital expenditure required

to connect premises

Subject to demand

UFB connections* Includes estimated 43,000

greenfields premises for UFB1

UFB available addressesPlanned footprint

Annual Report 20188
3.0

Regulatory

environment

We operate our wholesale only network within

the regulatory framework established by the

Telecommunications Act. The Act was amended

in 2011 to facilitate our demerger from Telecom

New Zealand (now Spark). We’re also subject

to the requirements of four open access deeds

of undertaking for copper, fibre and Rural

Broadband Initiative services that focus on the

provision of services on a non-discriminatory

or equivalent basis. This regime will remain in

place after 2020 except for matters that are

dealt with by the revised utility model now

being implemented by the Government.

Approximately 55% of our FY18 revenues were from

copper services with pricing and terms regulated by the

Commerce Commission (the Commission) under the Act.

The Commission set a five-year schedule of pricing for our

regulated copper services in December 2015, following

a detailed price review process.

Our fibre services aren’t currently regulated and most are

instead subject to contractual pricing and terms agreed

with the Government as part of our UFB contracts.

3.1 Moving to a regulated utility model

The pricing and terms on which we deliver copper and fibre

access services from 2020 onwards has been the subject of

a lengthy regulatory framework review. Final policy decisions

from this review were released on 1 June 2017 and a Bill was

introduced to Parliament on 8 August 2017. The Bill has been

reviewed by a Select Committee and we're now awaiting a

revised Bill for passage into legislation.

Under the proposed new framework our recent fibre

investment would be regulated according to a utility style

building block model from 2020. This model is already

used to regulate other New Zealand utility businesses,

such as electricity lines and gas networks. It is recognised

as supporting private sector investment to meet network

upgrades and increasing consumer demands through

ongoing incentives to innovate, invest and improve efficiency

for the long term benefit of customers. Moody’s Investor

Services has noted in a credit opinion that the transition to

a regulated utility model could support a higher leverage

profile within Chorus’ Baa2 credit rating.

Key features of the proposed regime are:

• deregulation of the copper network from 1 January 2020

in areas where fibre is available and withdrawal of copper

services subject to a consumer code.

• continued regulation of the copper network in areas

where fibre is not available, with copper pricing adjusted

for inflation.

• the regulated asset base for fibre will include unrecovered

losses incurred before 2020, with pre 2011 assets valued

at depreciated historical cost and post 2011 assets at

depreciated actual cost. Crown financing will be treated

according to its actual cost to Chorus.

• confirmation of the 100/20 Mbps fibre service as the

main anchor product with a price cap to start at the

2019 level and adjusted annually for CPI for the first

regulatory period – currently 2023.

• unbundling of the fibre network to be made available

on a commercial basis from 2020.

We’re now working with the Commission to facilitate

a smooth and timely transition to the new regime.

The Commission is required to establish the key input

methodologies that will determine the starting value of

our regulated asset base, the regulatory weighted average

cost of capital, cost allocations, expenditure allowances

and our maximum allowable revenue. If this process

extends beyond 1 January 2020, key fibre and copper

prices will be frozen at the then existing pricing levels,

adjusted for inflation, for up to 24 months.

3.2 Other regulatory reviews

The Commission is currently consulting industry on

the scope of a planned study of the mobile market in

New Zealand, to look at the competitive landscape and any

emerging competition issues. We consider topics worthy

of further analysis to include the relative pricing between

mobile and fixed wireless services, the comparatively

low penetration of mobile virtual network operators, and

the potential for shared open access infrastructure and

spectrum to benefit the rollout of 5G networks.

In addition, the Commission announced in January 2018

that it was restarting its study of the backhaul market to

explore whether the current regulation for backhaul is

fit for purpose.

Annual Report 20189
Figure 5:

Regulation: moving to a utility model

(Regulatory framework as set out in draft legislation)

Fibre – proposed utility framework

• Regulated asset base (RAB) with revenue cap, to

be set by Commerce Commission within two years

• Two anchor products (voice only + entry level broadband


– 100/20Mbps fibre) at 2019 prices + CPI and a price

cap for direct fibre access

• Three years after the new regime commences,

the Commission can review the revenue cap model,

as well as the anchor products, subject to specified

conditions and statutory criteria

Copper – proposed legacy framework

Where fibre is available:

• Copper network to be deregulated and

Telecommunications Service Obligation


(TSO) removed

• Chorus can withdraw copper service, subject


to minimum consumer protection requirements

Where fibre is not available:

• Copper remains regulated and TSO applies

• Copper pricing capped at 2019 levels


with CPI adjustments

• Commission required to review pricing


framework no later than 2025

Note: Fibre to the premises will cover ~87% of NZ population by the end of 2022

Figure 6:

The New Zealand fixed line market

Rationalisation, new entrants and new business models are disrupting the NZ market.

Power + BroadbandMobile networkWireless Broadband

Chorus

Nationwide network access

wholesaled to ~100 retail service providers;

Fibre to pass ~1.36m homes and businesses

Local Fibre Companies:

Enable – Ultrafast Fibre – Northpower

Fibre to pass ~430k homes and businesses

Retail Service

Providers:

Local Media:

(Broadcast)

Local Media:

(On Demand)

Fixed Line

Access

Networks:

TV3

3Now

BBC iPlayer Apple TV Google Play Netflix YouTube Hulu Amazon

International

media providers:

OnDemand

TVNZSky TV

Neon

via satellite and

IP set-top boxes

TrustpowerOthers:

e.g. Megatel

Contact Energy

MyRepublic

Stuff Fibre

NOW

Slingshot, Orcon, Flip

Vocus2degrees

Vodafone TV

Vodafone

HFC cable in

Wellington +

Christchurch

(~60k customers)

Lightbox

+Skinny

Spark

Annual Report 201810
4.0

Keeping communities

connected

We recognise the reliance New Zealanders place

upon our network both as a utility service for

their daily lives and businesses, as well as a critical

lifeline service in times of emergency. A large part

of our everyday work is to ensure the 1.5 million

connections on our network receive stable and

reliable service. Our people and technicians often

go the extra mile to keep communities connected

when extreme events occur.

We have a comprehensive insurance programme typical

of large scale infrastructure utilities and we undertake

probability based loss estimate modelling. Our network

has proven resilient, despite several earthquakes above

a 7 magnitude on the Richter scale in recent years, with

damage largely restricted to localised cables and

minimal damage to our exchange buildings.

Weather events can affect our network, through faults

generated by water entering copper cables, lightning strikes,

and wind damage to poles and aerial cabling. We consider

the potential near to medium term financial impact of

climate change effects to be low. Our newer fibre network

will provide greater resiliency because it is less susceptible

to water and lightning related faults. However, fibre faults

are likely to cost more to repair on average due to the

network architecture and work required.

Despite the challenges of some extreme weather events

and damage to cables by third parties, we managed to keep

the average duration of network interruptions to 21 hours

across our fibre and copper network in FY18. We met our

fibre service level targets as contracted with the Crown:

• Layer 1: actual downtime of 63 minutes

vs limit of 120 minutes

• Layer 2: actual downtime of 6 minutes

vs limit of 30 minutes

As a wholesale network operator our cybersecurity risks

are different from those of retail-facing network operators.

We have policies, processes, and registers to ensure

cybersecurity is contemplated and addressed through

technology selection, delivery practices, and ongoing

operations of our IT systems. Our insurances cover key

cybersecurity risks and we undertake regular reviews,

including external audits and ad-hoc reviews, to provide

assurance and feedback on our assessments and controls.

Annual Report 201811
5.2 Our people

As a core part of our business strategy, we’re committed to

providing an environment where all of our employees feel

enabled and have a sense of belonging. We believe greater

diversity within our business will maximise our collective

capability, allow us to leverage diversity of thought, and

better reflect and understand our diverse customer base.

This should in turn lead to better decision making and

higher shareholder value.

We invest in recruitment, development and wellbeing

programmes supporting a diverse and inclusive, safe,

transparent and rewarding workplace. We offer flexible work

options and 75% of employees believe they have access to

flexible working arrangement that meet their lifestyle needs.

We also provide volunteer days for employees to help in their

local community, through activities such as delivering lunches

to schools, native tree planting and assisting in local hospices.

While 82% of employees feel that Chorus values diversity,

we were disappointed that overall employee engagement

reduced from 81% to 57%.

1

While this is closer to the

New Zealand norm, we believe this reflects a period of

uncertainty for our people as we implemented organisational

changes to shift our business to a more cost effective and

customer focused culture. We’re working hard to increase

engagement in the year ahead.

We announced some changes to our executive team during

the year as we prepare for a future where the fibre build will

be largely complete and we seek to innovate for growth.

In September 2017, Shaun Philp joined us as the new General

Manager of People and Culture. In March 2018, Vanessa

Oakley transferred from General Counsel and Company

Secretary to lead our regulatory and business transformation

functions in the new role of General Manager of Strategy

and Business Operations. Ed Hyde, previously CEO of Spark

Ventures, started as our Chief Customer Officer in July 2018.

In August 2018, Elaine Campbell joined as the new General

Counsel and Company Secretary and our Chief Financial

Officer, Andrew Carroll, transferred to the role of General

Manager Network and Field Management.

2


1 Based on our annual Aon Hewitt engagement survey.

2 He will remain as CFO until a new appointment is made.

5.1 Health and safety

We place the utmost importance on keeping our people

healthy and safe. This includes our 933 employees and

the more than 4,000 people working on our behalf to

build, connect and maintain our network. Our health

and safety focus extends to anyone who is in, or in the

vicinity of, our workplaces.

We’ve established an open reporting culture and regularly

screen our contractors and suppliers to ensure their systems

and procedures meet our health and safety expectations.

New service company technicians must complete a work

training competency programme for field work, endorsed

by the New Zealand Qualifications Authority, before they

can work on our network.

The number of hours worked, including our service

companies, remained the same at 13 million for FY18.

There was a slight reduction in the number of lost time

injuries, while minor injuries increased slightly. This meant

the Lost Time Injury Frequency Rate (LTIFR) reduced from

1.23 in FY17 to 1.16 and the Total Recorded Injury Frequency

Rate (TRIFR) increased from 2.62 in FY17 to 3.10.

For FY19 we’re focusing our efforts on greater collaboration

and innovation with our service company partners to

enhance health and safety practices, as well as continued

development of our support for people working alone in

our offices and in the field.

5.0

Our people, communities

and the environment

Figure 7:

Injury frequency rates FY17 – FY18

0

1

2

3

4

5

6

Injury frequency rate

3.10

2.62

5.77

1.16

1.23

1.86

FY18FY17FY16

TRIFRLTIFR

LTIFR: number of lost time injuries + medical treatment injuries

+ restricted work injuries divided by total work hours × 1,000,000

TRIFR: number of lost time injuries divided by total work hours × 1,000,000

Annual Report 201812
5.3 Socio-economic benefits of broadband

Fibre optic networks are compared to the advent of

electricity in terms of the potential transformative effects for

communities and economies. We take a long-term view of

our network investments and are committed to delivering

an asset for New Zealand’s ongoing social and economic

development. This is aligned with the infrastructure-related

elements of the United Nations Sustainable Development

Goals, including sustainable communities, work and

economic growth, education and health.

As our fibre rollout reaches more suburban and remote

communities we’re already seeing the socio-economic

benefits grow. Fibre connections to schools and hospitals

around New Zealand were a rollout priority under our

urban and rural rollout contracts with Government. This has

reduced the digital divide for rural students, enabling access

to new learning resources and experiences. However, as

technology-based learning becomes more prevalent in

schools it has highlighted the divide that exists within

communities between those students that have broadband

at home and those who don’t.

We’ve begun working with Network for Learning, a

government education group, to explore the use of our

network infrastructure to solve the issue of students

who are unable to access high-quality broadband

at home. Our first trial in Christchurch showed wifi

terminals mounted on our poles could be used to

extend the reach of the Haeata Community Campus’

learning network to students in surrounding homes.

Based on this initial success, we’re expanding the trial

to Rata Street School in Lower Hutt. This will involve us

and Network for Learning working with the school, the

Te Awakairangi Access Trust, Hutt City Council and the

Ministry of Education, to connect 150 homes to fibre.

A wifi access point in the home will enable students

to bring their Chromebook device home from school

and access the school’s online learning network.

Health is another area in which better broadband is helping

bridge divides. Medical practitioners, for example, are

using improved video conferencing capability to provide

telemedicine consultations to their regional diabetic patients.

This is reducing travel demands on doctors and patients,

as well as improving the quality of patient monitoring.

Other groups or initiatives we’ve supported during the

year include:

• Digital Journey, a social enterprise that delivers digital

projects and initiatives to support the opportunity to

use, understand and benefit from digital services.

• the New Zealand Innovation Partnership, a network of

organisations that support digital innovation in New Zealand

across business, education and government.

• sponsorship of residential gigabit broadband services

at entry level wholesale prices through to July 2019

for Dunedin city, as part of winning of our Gigatown

competition prize.

• a GigStart Fund for Dunedin entrepreneurs and innovators

to deliver new fibre-based services.

• the GigCity Dunedin Community Fund, for groups using

fibre broadband to benefit their community.

• working with councils, business associations

and community beautification groups, such as

Keep New Zealand Beautiful, to have more than 100

of our street cabinets illustrated by local artists.

• a range of community support, learning and art

organisations which receive subsidised space within

our exchange buildings.

• a range of industry and government organisations –

TUANZ, InternetNZ, NZTech and the Local Government

New Zealand conference – that are focused on bridging

the digital divide and extending the reach of broadband.

$32.8B

$3.3B

In 2012 Alcatel Lucent’s Bell Labs found the UFB rollout

could contribute $32.8 billion in economic benefits to

New Zealand over 20 years.

In 2017 Sapere Research Group estimated wider social

benefits from maximum UFB uptake at about $2 billion

annually, on top of a $3.3 billion annual contribution to

New Zealand’s Gross Domestic Product from uptake

by businesses.

Annual Report 201813
0

10

20

30

40

Kilotonnes CO

2

e

FY12FY13FY14FY15FY16FY17FY18

Figure 9:

Carbon emissions

Electricity

Service company fleet

Travel

Refrigerant

Diesel generators

Other

Note: FY18 emissions have been estimated in advance of the release of official Government

data and guidance on emission factors. Service company fleet data excludes those vehicles

operated by subcontractors to service companies. Detailed data is unavailable

for these vehicles, but we estimate they account for between 5 to 10 kilotonnes-CO

2

e.

0

1

2

Kilotonnes CO

2

e

FY12FY13FY14FY15FY16FY17FY18

Figure 8:

Direct emissions

Diesel generators

Refrigerant

Company vehicles

Natural gas

Note: Service company fleet emissions are included in Scope 3 value chain emissions

because the vehicles are owned and operated by third parties.

0

1

2

Kilotonnes CO

2

e

FY12FY13FY14FY15FY16FY17FY18

Figure 8:

Direct emissions

Diesel generators

Refrigerant

Company vehicles

Natural gas

Note: Service company fleet emissions are included in Scope 3 value chain emissions

because the vehicles are owned and operated by third parties.

Our total emissions were 25 kilotonnes-CO2e in

FY18, up 8% from FY17 due to an increase in thermal

electricity generation. The national grid was 83%

renewable compared to 85% last year. Network

electricity consumption and our field service vehicle

fleet accounted for around 90% of our emissions.

We have an extensive waste minimisation process for

network activities. Waste ducting from our fibre rollout

is collected and re-used in the local manufacturing of new

duct. E-waste is processed to extract precious metals and

redundant network is recycled. We’ve almost completed our

programme to replace more than 850 air conditioning units

that relied on ozone depleting refrigerant. No significant

environmental incidents were recorded during FY18.

208

204

Tonnes

of ducting

recovered

for recycling

Tonnes

of metal

recovered for

recycling

5.4 A low carbon business

Better broadband networks help establish a platform

for low carbon communities, enabling communications

options that enhance social interaction and change the

way businesses operate, including teleworking and less

car or plane travel. We’ve embraced the use of our own

technology, installing enhanced video conferencing

capability in meeting rooms throughout our regional

offices. This is fostering employee collaboration and

contributed to a 28% reduction in air travel in FY18.

We’re committed to a sustainable operating model and

we report our carbon emissions annually to CDP, a global

organisation that collects self-reported environmental

information. Our benchmarking shows we’re a low carbon

business compared to businesses internationally both

within and beyond the telecommunications industry.

This year’s emissions were 29% lower than the base year.

Annual reductions achieved in the last six years have

avoided a net cumulative 44 kilotonnes of carbon dioxide

equivalent emissions (CO2e). These reductions include

3 kilotonnes of Scope 1 direct emissions due to lower diesel

use for generators, 29 kilotonnes of Scope 2 electricity

emissions, and 12 kilotonnes of Scope 3 value chain

emissions. The net reductions in Scope 2 and 3 emissions

are mainly due to a greening national electricity grid and

energy efficiency improvements.

Annual Report 201814
It’s more than a decade since Chorus was first set

up as a business unit within Telecom New Zealand.

We decided it’s time to speak a little more loudly

about our place in the world and have refreshed

our brand, as well as our company purpose.

This heralds the transformation going on within

our business. With a new regulatory regime to

apply from 2020 and the end of our UFB rollout

shortly thereafter, we’ve begun reshaping the

way we operate with an eye to the future.

This financial year, FY19, will be the peak year of our fibre

rollout with a large step up in the number of premises to be

passed. Auckland and Wellington are expected to be largely

complete by the end of the financial year, while the UFB2

rollout will see us bridging the digital divide in a growing

number of smaller towns and communities. We need to

maintain our relentless focus on keeping the rollout on

time and on budget, so that we deliver on our contractual

commitments and the expectations of customers keenly

awaiting access to fibre.

We expect customer demand for fibre connections to

maintain its strong momentum. In larger centres where

we are approaching the end of the UFB1 rollout, awareness

of fibre is already high and there are a lot of people

keen to connect after seven years of waiting. For smaller

communities, the rollout of fibre is a high profile event that

generates strong interest of its own accord, as well as an

opportunity for retailers to compete in areas they may not

have previously marketed to. We need to keep improving

the fibre installation process so we both increase our

productivity and customers’ satisfaction with the experience.

We’ve already raised the bar by setting ourselves the target

of reducing customer effort to a single visit for a large

proportion of customers. Achieving this requires us to

work even more collaboratively with our service company

partners and retailers to get our processes and systems

working in concert.

At the same time, retailers and broadcasters are continuing

to raise New Zealanders’ awareness of online viewing options.

Spark, for example, plans to broadcast the 2019 Rugby World

Cup online. Compelling content means the utility value of our

network will grow, along with peak time data demand.

Increasing uptake of 4K televisions and ultra-high definition

programming will only add to the scale of this nightly peak

in traffic. This gives us confidence that our fixed line network,

whether copper or fibre, will remain a superior service than

wireless for most customers. While talk of 5G and wireless

technology advances will no doubt continue in FY19, the

reality is that the business case for deploying small suburban

cell sites looks even more challenging when fibre is already

available to most premises and we provide dedicated

capacity to customers at a lower cost per gigabit.

We’re not alone in this view. Fibre continues to be

acknowledged globally as the most desirable form of

network connectivity. In Europe, we’re seeing fibre to the

premises deployments gain unprecedented momentum as

network operators, governments and infrastructure investors

seek to make gigabit services a reality for their markets.

As we’ve found, a long-term infrastructure focus drives

a different investment model to that typical of incumbent

telecommunications retailers, especially when the network

can leverage multiple retailers. It’s little wonder that the

New Zealand model of wholesale network access is now

regularly cited internationally as a leading example of how

to bridge the economic challenges of fibre investment.

Our network infrastructure is an amazing asset for

New Zealand and its uses are only beginning to be tapped

into. The rise of the Internet of Things and network edge

computing will keep driving the need for more connectivity

options and data capacity. Our challenge is to now turn these

emerging opportunities into commercial reality. This may

mean collaborating with entirely new classes of wholesale

customers, whether broadcasters or infrastructure service

providers, as technology advances and our open access

network create a platform for the delivery of innovative

new solutions for New Zealand homes and businesses.

The strategic changes we started making in FY18 and

are continuing through FY19 are focused on achieving

our objective of a return to modest EBITDA growth in

FY20. This aspiration is subject to no material changes

in the expected regulatory environment or competitive

outlook. Our return to broadband connection growth in

FY18, together with strong forecasts for urban housing

development and the underlying broadband trends identified

above – such as fibre uptake and the demand for streamed

video content – give us added confidence in our strategy.

By innovating for growth and optimising today’s business,

we believe our infrastructure will continue to help make

New Zealand better well into the future.

6.0

Outlook

62%

of New Zealanders now stream video

on demand, up from 12% in 2014

– NZ On Air

Annual Report 201815
Shaping

our future

INNOVATION

New revenue

opportunities

PEOPLE

We're committed to

enabling our people

OPTIMISATION

We improve by getting

better at what we do

DIGITAL

Nothing happens

if it's not digital

WE’RE FOCUSSED ON

CUSTOMER

Transform customer

experience

Creating an

environment for

our customers and

our people that

optimises today’s

business and allows

us to innovate for

growth

WE’LL GET THERE BY

MAKE

NEW ZEALAND

BETTER

BECAUSE WE WANT TO

KEEP

NEW ZEALAND

NEW

WE’RE GOING TO

Annual Report 201816

Annual Report 201817
Management

commentary

18 In summary

19 Revenue commentary

20 Expenditure commentary

24 Capital expenditure commentary

25 Long term capital management

Annual Report 201818
2018

$M

2017

$M

Operating revenue 990 1,040

Operating expenses (337) (388)

Earnings before interest, income tax, depreciation and amortisation 653 652

Depreciation and amortisation (387) (339)

Earnings before interest and income tax 266 313

Net interest expense (144) (154)

Net earnings before income tax 122 159

Income tax expense (37) (46)

Net earnings for the year 85 113

In summary

We report earnings before interest, income tax, depreciation

and amortisation (EBITDA) of $653 million for the year ending

30 June 2018 (FY18), an increase of $1 million on the prior year

(FY17). Net earnings decreased by $28 million year on year.

Results for FY18 largely reflect the annualised revenue impact

of declining connections from FY17, the adoption of three new

accounting standards (NZ IFRS 9, 15, and 16), and costs incurred

as part of an organisational transformation programme.

Capital expenditure of $810 million was at the top end of

the FY18 guidance range of $780 million to $820 million.

The increase from FY17 capital expenditure of $639 million

reflected growing demand for connections to our fibre

network, with about 76% of our capital spend fibre related,

as well as capitalisation of customer retention costs and

operating leases under the new accounting standards.

We will pay a final dividend of 13 cents per share on

9 October 2018 and the dividend reinvestment plan will

be available. We expect to pay a dividend of 23 cents per

share for FY19, subject to no material adverse changes in

circumstances or outlook.

Connections

30 Jun 2018

Connections

31 Dec 2017

Connections

30 Jun 2017

Fibre broadband (GPON)433,000362,000292,000

Fibre premium (P2P)12,00013,00013,000

Copper VDSL321,000320,000244,000

Copper ADSL433,000499,000650,000

Data services over copper6,0007,0008,000

Unbundled copper53,00068,00082,000

Baseband copper268,000290,000313,000

Total fixed line connections1,526,0001,559,0001,602,000

Management commentary

Annual Report 201819
Revenue commentary

2018

$M

2017

$M

Fibre broadband (GPON)198123

Fibre premium (P2P)7879

Copper based voice133163

Copper based broadband421501

Data services over copper2732

Value added network services3334

Infrastructure2323

Field services products7076

Other79

Total revenue9901,040

Revenue overview

Our product portfolio encompasses a broad range of

wholesale broadband, data and voice services across a

mix of regulated and commercial products. Revenues

of $990 million were down compared to revenue of

$1,040 million for the prior period. This largely reflects the

continued reduction in total fixed line connections from

FY17, albeit at a slower rate in FY18, as customers migrated

to alternative fibre and wireless networks.

Fibre broadband (GPON)

Fibre broadband revenues continue to grow as customers

migrate to our growing fibre network and broadband

penetration increases. Connections grew by 48% to 433,000,

with about 69% of connections now on 100/20 Mbps plans.

Demand for 1 Gbps plans doubled during the year, reflecting

a shift in retailer marketing, and we ended the period with

about 30,000 connections. About half of these customers

are in the Dunedin ‘gigatown’ area where we are providing

sponsored pricing at entry level fibre prices until July 2019.

Fibre premium (P2P)

Fibre premium (point to point) revenues reduced slightly

as connection numbers declined, reflecting the migration

of customers from legacy HSNS Premium and Bandwidth

Fibre Access Service connections to lower cost inputs, or

alternative fibre networks. Direct Fibre Access Service and

other backhaul connections increased modestly.

Copper based voice

Copper based voice revenues continue to decline as

customers migrate from copper to either a fibre based

connection on our network, or to alternative fibre and

wireless networks. This technology driven change saw

baseband copper connections reduce by 45,000 lines

during the period and unbundled copper connections

decline by 29,000.

Data services over copper

Data services over copper connections continued to decline

as retailers transition business customers from legacy services

to cheaper fibre based services, either on our fibre network,

or on alternative local and CBD fibre networks.

Copper based broadband

Copper based broadband revenues are declining as

customers migrate from our ADSL and VDSL broadband

services to either our fibre network, or alternative fibre

and wireless networks. ADSL connections reduced

significantly during the period as we encouraged retailers to

upgrade customers to better VDSL or fibre services. VDSL

connections increased for much of the period as a result of

our initiatives, although much of this increase was in the first

half of the year. Total VDSL connections began to decline

towards the end of FY18 as retailer migrations of their ADSL

customers slowed and our ongoing fibre rollout enabled

more VDSL customers to upgrade to fibre.

Annual Report 201820
Value added network services

There was a slight decline in value added network services

revenue. The main driver for this category is national data

transport services, which provides network connectivity

across legacy backhaul links and aggregation handover links.

Infrastructure

Infrastructure revenues remain flat year on year and relate

to services that provide access to our network assets, such

as renting exchange space, both for unbundled copper

and commercial co-location purposes. There was ongoing

growth in demand for commercial access to our exchanges,

but this was offset by a reduction in access space for

unbundled copper. This reflected the decrease in unbundled

copper connections.

Field services

Field services revenue was down $6 million relative to FY17.

This largely reflects a continued reduction in chargeable

copper provisioning work as more customers migrate to fibre

services, where first time connections are treated as capital

expenditure. Field services revenues also include subdivision

work, chargeable cable location services, maintaining retailer

networks and relocating our network on request. Revenue

in this category is more difficult to forecast as a portion of

it is dependent on third party demand or cost recovery for

damage to our network.

Other

Other income largely consists of revenue generated from

the provision of billing and network management services

to Spark, which has decreased from FY17 in line with a

reduction in services provided. Other items include dividends

received from electricity trusts that supply us with electricity

and any other minor income.

Expenditure commentary

Operating expenses

2018

$M

2017

$M

Labour7374

Provisioning643

Network maintenance8787

Other network costs3427

Information technology5460

Rent and rates917

Property maintenance1513

Electricity1514

Insurance33

Consultants510

Regulatory levies1313

Other2327

Total operating expenses337388

Operating expenditure of $337 million is lower

than FY17 largely due to the adoption of NZ IFRS 15

and 16, which resulted in provisioning ($27 million),

information technology ($10 million), labour ($6 million)

and rental expenses ($6 million) being capitalised as

assets and subsequently depreciated or amortised

in accordance with the appropriate asset life.

Labour

Labour of $73 million represent staff costs that are not

capitalised. At 30 June 2018 we had 933 permanent and fixed

term employees, a 12% reduction from peak August 2017

levels and down from 1,032 employees at 30 June 2017.

The reduction in employees followed greater retailer

adoption of automated fibre provisioning, together with

other process and system improvements, and a wider review

of our business support function requirements. There were

one-off restructuring costs of around $5 million in FY18.

Annual Report 201821
Provisioning

Provisioning costs reduced significantly during the year.

This is because less truck rolls are required to provision

changes in service once homes and businesses are

connected to the fibre network and the adoption of

NZ IFRS 15 resulted in the capitalisation of $27 million in

costs associated with customer acquisition and retention.

Network maintenance

Network maintenance costs were flat compared to FY17.

This was despite the total number of faults on our network

decreasing as total connections declined and customers

moved to the new fibre network. The level of spend reflected

more investment in proactive fault management during the

year, a series of extreme weather events, a higher incidence of

underground faults leading to a higher average cost per fault

and inflation related increases for service company costs.

Other network costs

Other network costs relate to costs associated with service

partner contracts, engineering services, fibre access

costs from third parties, warehousing costs, fibre order

cancellation costs and the cost of network spares. The nature

of other network costs tends to be more variable in nature,

with the value incurred in the year dependent on various

project related activities incurred. For FY18 there has been an

increased focus on proactive fault management which has

increased network spares costs from the prior year. We have

also seen an increase in costs for fibre access from third

parties to support an expanded backhaul product portfolio.

Information technology

Information technology costs were $54 million and have

reduced slightly from FY17. This is mainly due to changes

in capitalisation due to NZ IFRS 15 and a tight cost control

focus to offset increasing costs from inflation. Maintenance

and support costs were largely consistent, with Spark

shared systems continuing to be replaced and offset by

our own solutions.

Rent and rates

Rent and rates costs relate to the operation of our network

estate including exchanges, radio sites and roadside cabinets.

These costs include rates that are levied on network assets

both above and below ground. The adoption of NZ IFRS 16

means most rental leases are now capitalised as a right of

use asset and subsequently depreciated over the life of the

lease, and rental payments are recognised between interest

expenses and repayment of lease liability.

Property maintenance

Property maintenance costs have continued to increase

consistent with the trend in FY17 as we complete previously

deferred maintenance activity.

Electricity

Electricity costs were slightly higher in FY18 due to increased

consumption across the electronic equipment within our

network sites. About 50% of our electricity requirements have

been hedged, with a current end date of March 2019.

Consultant

Consultant costs decreased following a one-off cost in FY17

for a strategic review of the company.

Regulatory levy

Regulatory levy reflects the amount paid for the

Telecommunications Development Levy and the

Telecommunications Regulation Levy. The expense for

the current year reflects the estimated liability for FY18.

Other

Other costs includes expenditure on general costs such as

advertising, telecommunications, travel, training and legal

fees. A programme of tight cost control was implemented

across areas such as travel and general corporate expenses.

Annual Report 201822
Depreciation and amortisation

2018

$M

2017

$M

Estimated

useful life (years)

Weighted average

useful life (years)

Depreciation

Fibre cables

78722020

Ducts and manholes423920–5049

Copper cables515310–3022

Cabinets41455–2014

Property15195–5025

Network electronics65672–259

Right of use assets13–10–5028

Other––2–106

Less: Crown funding(22)(21)

Total depreciation283274

Amortisation

Software

61652–84

Customer retention43–0–32

Other intangibles––6–2121

Total amortisation10465

The weighted average useful life represents the useful life in

each category weighted by the net book value of the assets.

During the year ended 30 June 2018, $810 million

of expenditure on network assets and software was

capitalised, along with $33 million of additional leases.

The ‘UFB communal’ and ‘Fibre connections and fibre

layer 2’ included in ‘fibre’ capital expenditure was largely

capitalised against the network assets categories of fibre

cables (43%) and ducts and manholes (40%). The average

depreciation rate for UFB communal infrastructure spend

is based on an estimated life of 39 years, reflecting the very

high proportion of long life assets being constructed.

Software and other intangibles largely consist of the software

components of billing, provisioning and operational systems,

including spend on Spark-owned systems and customer

retention assets capitalised under NZ IFRS 15.

Chorus expects that incremental costs incurred in acquiring

new contracts with new and existing customers are

recoverable, and capitalised these as customer retention

assets. In the comparative period, such costs were

recognised as operating expenses when incurred. Capitalised

customer retention assets are amortised when related

revenues are recognised either upfront or over the life of

the contract (currently estimated to be within a maximum

of three years). In the period to 30 June 2018, the amount

of amortisation was $43 million and there was no impairment

in relation to the costs capitalised.

Our depreciation profile is expected to continue to change,

reflecting the greater mix of longer dated assets for the

UFB and RBI rollouts, while our amortisation profile is

expected to remain consistent. The amortisation of Crown

funding is expected to increase over time and will continue

to offset depreciation.

Annual Report 201823
Finance income and expense

(Income)/expense

2018

$M

2017

$M

Finance income (7) (10)

Finance expense

Interest on syndicated bank facility

4 16

Interest on EMTN – GBP 53 53

Interest on EMTN – EUR 39 27

Interest on fixed rate NZD bonds 18 18

Other interest expense 22 18

Capitalised interest (4) (4)

Interest costs 132 128

Fair value adjustment on interest rate swaps not in hedge relationship (3) 6

Ineffective portion of changes in fair value of cash flow hedges 5 17

Total finance expenses excluding CIP securities (notional) interest 134 151

CIP securities (notional) interest 17 13

Total finance expense 151 164

Interest costs increased by $4 million year on year. The increase

is due to a full year of interest being incurred for the EUR EMTN

issued during FY17. This increase was largely offset by a

reduced syndicated bank facility debt held during the course

of the year and a decreased weighted effective interest rate

on debt at 5.96% (30 June 2017: 6.1%).

Other interest expense includes lease interest of $18 million

(30 June 2017: $14 million) due to the change in treatment

of leases under NZ IFRS 16, and $3 million amortisation

(30 June 2017: $3 million) arising from the difference

between fair value and proceeds realised from the GBP

EMTN interest rate swap reset.

At a minimum, we aim to maintain 50% of our debt

obligations at a fixed rate of interest. We have fully hedged

the foreign exchange exposure on the GBP and EUR EMTNs

with cross currency interest rate swaps. The floating interest

on the GBP cross currency interest rate swaps has been fully

hedged using interest rate swap instruments, along with a

portion of the floating interest on the EUR cross currency

interest rate swaps.

Ineffectiveness

The decrease in total finance expense is mainly due to the

change in accounting treatment under NZ IFRS 9 of currency

basis risk, arising from the EUR EMTN hedging arrangements.

During FY17 (under NZ IAS 39), the expense associated

with this (2017: $10 million pre-tax) flowed through

ineffectiveness in finance expense – whereas in FY18 this

expense ($4 million pre-tax) is moved to the cost of hedging

reserve in equity.

The foreign exchange exposure on the EUR EMTN has been

fully hedged and interest rate exposure partially hedged.

For hedge accounting purposes the hedging relationship

consists of a fair value hedge and two cash flow hedges.

The GBP EMTN hedging relationship was reset with a fair

value of $49 million on 9 December 2013 following the

close out of the interest rate swaps relating to the EMTN.

This amount is being amortised over the life of the derivative

and flows as ineffectiveness in the income statement. As at

30 June 2018 a further $8 million remains in the hedge

reserve to be amortised in relation to this reset. In FY18,

ineffectiveness of $7 million (30 June 2017: $6 million)

flowed through interest expense relating to the amortisation

of this reset. This was offset by a $2 million credit from

a risk adjustment on the EUR EMTN, following the NZ

IFRS 9 transition.

Taxation

The 2018 effective tax rate of 28% equates to the statutory

rate of 28%. There are no material permanent differences

between net earnings before income tax and what is, or will

be, taxable for the year to 30 June 2018.

Annual Report 201824
Capital expenditure commentary

2018

$M

2017

$M

Fibre620503

Copper13279

Common5857

Gross capital expenditure810639

Gross capital expenditure for the year to 30 June 2018 was

$810 million. This was in the top half of the FY18 guidance

range of $780 million to $820 million because of strong

demand for fibre connections. The additional step up in

gross capital expenditure from FY17 was the result of the

capitalisation of $60 million in customer retention costs

following the adoption of NZ IFRS 15.

Chorus expects that incremental costs incurred in acquiring

new contracts with new and existing customers are

recoverable, and capitalised these as customer retention

assets. In the comparative period, such costs were

recognised as operating expenses when incurred.

Fibre capital expenditure

2018

$M

2017

$M

UFB communal231183

Fibre connections and fibre layer 2

1

294258

Fibre products and systems1717

Other fibre connections and growth6545

Customer retention costs13–

Total fibre capital expenditure620503

1 Layer 2 equipment, such as gigabit capable passive optical network ports, is installed ahead of demand as the UFB footprint expands.

Fibre capital expenditure includes spend specifically focused

on fibre assets and represents about 76% of our FY18 gross

capital expenditure.

The cost of the deployment of the UFB communal network

for the year was $231 million. This included $77 million

for communal network scheduled to be submitted to CIP

for testing in FY19. About $60 million was spent on UFB2

deployment in FY18. The average cost per UFB1 premises

passed during the year was about $1,570. This was in the top

half of FY18 guidance for an average cost of $1,500 to $1,600.

Fibre connections and layer 2 spend was $294 million with fibre

connections installed for 156,000 customers nationwide. This

was an increase of 27,000 installations year on year, reflecting

the addition of more fibre field crews to support the strong

demand for fibre as our fibre footprint continues to expand.

About $89 million was upfront investment for ‘backbone’

network to enable the connection of multiple customers

located along rights of way or in multi dwelling units.

The average UFB1 cost per premises connected for standard

residential premises and some non-standard single dwelling

unit installations and service desk costs was $1,037, excluding

the long run average cost of layer 2 equipment. This was

below the lower end of the expected FY18 cost range of

$1,050 to $1,200, reflecting service desk costs spread across

a higher volume of connections. Only a small number of

UFB2 connections have been completed to date.

Investment in other fibre connections and growth increased by

$20 million as we undertook a pole replacement programme in

UFB areas, backhaul fibre was deployed to UFB2 communities

and demand for greenfields fibre connectivity continued to grow.

Annual Report 201825
Copper capital expenditure

2018

$M

2017

$M

Network sustain4529

Copper connections24

Copper layer 23444

Product fixed42

Customer retention47–

Total copper capital expenditure13279

Copper capital expenditure during the year was $132 million.

The increase of $53 million from FY17 was largely the result

of $47 million of customer retention costs being capitalised

following the adoption of NZ IFRS 15.

Network sustain expenditure increased by $16 million to

$45 million as a result of more proactive maintenance, a pole

replacement programme outside our fibre areas and roadworks

related projects undertaken on a cost recovery basis.

Capital expenditure on copper connections has reduced

markedly as customer demand shifts to our fibre network or

alternative networks.

Copper layer 2 spend included an approximately $20 million

programme of work to enhance copper broadband

performance in selected areas through the deployment of

VDSL vectoring technology.

Common capital expenditure

2018

$M

2017

$M

Information technology3534

Building and engineering services2019

Other34

Total common capital expenditure5857

Common capital expenditure of $58 million was consistent

with spend for FY17. Information technology spend increased

slightly from FY17 as we continue to invest in establishing our

own supporting platforms and technologies. Building and

engineering services was also at similar levels to FY17 as we

continued to upgrade certain exchanges to meet increasing

power and regulatory requirements. ‘Other’ common capital

expenditure includes items such as office accommodation

and equipment and was slightly down on FY17.

Contributions to capital expenditure

We received $6 million in contributions towards our gross

capital expenditure in FY18 for instances where central or

local government authorities asked us to relocate or rebuild

existing network. These contributions are included as part

of Crown funding.

Long term capital management

We will pay a final dividend of 13.0 cents per share on

9 October 2018 to all holders registered at 5.00pm

25 September 2018. The shares will be quoted on an

ex -dividend basis from 24 September 2018. The dividends

paid will be fully imputed, at a ratio of 28/72, in line with

the corporate income tax rate. In addition, a supplementary

dividend of 2.2 cents per share will be payable to

shareholders who are not resident in New Zealand.

The dividend reinvestment plan will remain in place for the

final dividend at a discount rate of 3%. Shareholders who have

previously elected to participate in the dividend reinvestment plan

do not need to take any further action. For those shareholders

who wish to participate, election notices to participate must be

received by 5.00pm (NZ time) on 26 September 2018.

During the UFB build programme to 2020, the Board expects

to be able to provide shareholders with modest dividend

growth from a base of 20 cents per share paid for FY16, subject

to no material adverse changes in circumstances or outlook.

For FY19, Chorus expects to pay a dividend of 23 cents

per share, subject to no material adverse changes in

circumstance or outlook.

The Board considers that a ‘BBB’ or equivalent credit rating

is appropriate for a company such as Chorus. It intends to

maintain capital management and financial policies consistent

with these credit ratings. At 30 June 2018, we had a long term

credit rating of BBB/stable outlook by Standard & Poor’s and

Baa2/stable by Moody’s Investors Service.

Annual Report 201826

Annual Report 201827
Financial

statements

28 Independent auditor’s report

31 Income statement

31 Statement of comprehensive income

32 Statement of financial position

33 Statement of changes in equity

34 Statement of cash flows

36 Notes to the financial statements

Annual Report 201828
Independent auditor’s report

To the shareholders of Chorus Limited

Report on the consolidated financial statements

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 services, tax compliance

services and other assurance 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 $7.7 million, determined with reference to

a benchmark of Group profit before tax. We chose this

benchmark because, in our view, this is a key measure

of the Group’s performance.

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 matterHow the matter was addressed in our audit

Capitalisation of assets

Refer to Note 2 to the Financial Statements.

During the year ended 30 June 2018 the Group has spent

$721 million in network asset additions as it continues

with its purpose of bringing better broadband to

New Zealanders. Capitalisation of these costs and useful

lives assigned to these assets are a key audit matter due to

the significance of network assets to the Group’s business,

and due to the judgement involved in the:

Our audit procedures included:

—Examining that the controls to recognise capital projects in the

fixed asset register are effective and the approval of the asset life

annual review.

—Assessing the nature of costs incurred in capital projects by checking

a sample of costs to invoice to determine whether the description

of the expenditure met the capitalisation criteria.

Opinion

In our opinion, the accompanying consolidated financial

statements of Chorus Limited (the company) and its

subsidiaries (the Group) on pages 31 to 63:

i. present fairly in all material respects the Group’s financial

position as at 30 June 2018, 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 (NZ IFRS) 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 income statement, statements of

other 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.

Annual Report 201829
The key audit matterHow the matter was addressed in our audit

Capitalisation of assets (continued)

—decision to capitalise or expense costs relating to

the network. This decision depends on whether the

expenditure is considered to enhance the network (and

therefore capital), or to maintain the current operating

capability of the network (and therefore an expense);

—estimation of the stage of completion of assets under

construction; and

—estimation of the useful life of the asset once the costs

are capitalised. There is also judgment when estimating

asset lives due to the uncertainty of the impact of

technological change.

—Evaluating a sample of assets under construction in which no costs

had been incurred in the final three months of the financial reporting

period. We challenged the status of those assets under construction

to determine whether they remained appropriately capitalised.

—Assessing, on a sample basis, whether the accruals recorded for assets

under construction were calculated in accordance with the progress

of construction and the arrangements with external suppliers.

—Assessing the useful economic lives of the assets, by comparing

to industry benchmarks and our knowledge of the business and

its operations.

Chorus funding

Refer to Notes 4, 6, 7 and 19 to the Financial Statements.

The CIP securities and interest rate derivatives are

a key audit matter due to their significance to the

Group’s consolidated statement of financial position. There

is complexity and judgement involved in determining the

appropriate valuation and accounting treatment for the

interest rate derivatives and the CIP securities, including

consideration of transition and disclosure impacts

following Chorus’ early adoption

of NZ IFRS 9 Financial Instruments.

Our audit procedures to assess the valuation and accounting treatment

for the Group’s interest rate derivatives and CIP securities included:

—Our financial instrument specialists re-valuing all interest rate

derivatives using valuation models and inputs independent from

those utilised by management. The valuations considered new

accounting requirements following Chorus’ transition to NZ IFRS 9.

—Evaluating the hedge effectiveness of the interest rate derivatives

hedging the GBP and EUR denominated Euro Medium Term Notes.

In both instances, our financial instrument specialists assessed the

effectiveness of these hedges, following NZ IFRS 9 requirements,

by independently modelling the future changes in the value of these

instruments to assess whether the underlying derivatives were effective.

—Our financial instrument specialists reviewing the adjustment

to opening retained earnings and new disclosure requirements

following Chorus’ transition to NZ IFRS 9.

—Assessing the accounting treatment of the CIP securities. We read

the underlying loan agreement and analysed the various features of

the loan agreement to determine whether the CIP securities were a

debt or equity instrument.

—Evaluating the valuation of the CIP securities. Our valuation

specialists assessed the methodology used by management for

determining the amounts allocated to debt and government grant.

—Assessing the inputs used in the valuation of the CIP securities.

On a sample basis we compared interest rates and credit spreads

to independent sources of information to determine an acceptable

range of valuation inputs.

Revenue recognition

Refer to Note 9 to the Financial Statements.

Accuracy of revenue is considered to be a key audit matter

due to the nature of the underlying billing processes that

existed following the Chorus demerger from Spark in 2011.

There are certain legacy products where the billing is

based on network consumption which cannot be easily

linked to a physical end user connection. There is a risk that

revenue billed on this basis may be disputed by Chorus’

customers who have a different view of their consumption

of the Chorus network. Due to the legacy nature of these

products, the volumes are decreasing each year and are

approximately 13% of revenue in the current financial year.

In the year ended 30 June 2018 Chorus has early adopted

NZ IFRS 15 Revenue from Contracts with Customers.

The early adoption of this standard has impacted how

Chorus treat certain costs to obtain/fulfil customer

contracts. Incremental costs incurred to obtain/fulfil

a customer contract are now capitalised and amortised

over the expected life of the relationship with that customer.

Previously these costs were expensed as incurred.

Our audit procedures included:

—Evaluating the Group’s recognition of revenue by assessing any

revenue disputes recorded in the industry’s dispute reporting tool

by Chorus customers. We compared the disputes raised by Chorus

customers to the revenue recorded by Chorus and checked a

sample of settled disputes to the final settlement agreements.

—Independently confirming the accuracy of a sample of outstanding

debtor balances with Chorus customers.

—Agreeing a sample of revenue adjustments recorded during the year

to authorised credit notes.

With respect to incremental costs incurred to obtain/fulfil a customer

contract, our sample testing included:

—Agreeing these costs to invoice and other supporting documentation

to ensure that the costs were incremental in nature and incurred in

the process of obtaining/fulfilling a customer contract;

—Assessing whether incremental costs are appropriately amortised

over the expected life of the relationship with the customer; and

—Evaluating the appropriateness of the expected life of the relationship

with the customer by observing historical customer information.

Annual Report 201830
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 Chorus Board

and management overview, management commentary,

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.

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 consolidated financial statements that are

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 Ed Louden.

For and on behalf of

KPMG

Wellington

27 August 2018

Annual Report 201831
Income statement

For the year ended 30 June 2018

(Dollars in millions)Notes

2018

$M

2017

$M

Operating revenue9 990 1,040

Operating expenses1,10 (337) (388)

Earnings before interest, income tax, depreciation and amortisation 653 652

Depreciation1,2 (283) (274)

Amortisation1,3 (104) (65)

Earnings before interest and income tax 266 313

Finance income 7 10

Finance expense1,4 (151) (164)

Net earnings before income tax 122 159

Income tax expense14 (37) (46)

Net earnings for the year 85 113

Earnings per share

Basic earnings per share (dollars)

170.20 0.28

Diluted earnings per share (dollars)170.16 0.23

Statement of comprehensive income

For the year ended 30 June 2018

(Dollars in millions)Notes

2018

$M

2017

$M

Net earnings for the year 85 113

Other comprehensive income

Items that will be reclassified subsequently to the income statement when specific

conditions are met

Ineffective portion of changes in fair value of cash flow hedges

19 (3) 12

Effective portion of changes in fair value of cash flow hedges19 – (7)

Amortisation of de-designated cash flow hedges transferred to income statement19 (1) (1)

Movement in cost of hedging reserve19 (3) –

Other comprehensive income net of tax (7) 4

Total comprehensive income for the year net of tax 78 117

The accompanying notes are an integral part of these financial statements.

Annual Report 201832
Statement of financial position

As at 30 June 2018

(Dollars in millions)Notes

2018

$M

2017

$M

Current assets

Cash and call deposits

15 50 170

Income tax receivable14 12 1

Trade and other receivables11 154 139

Derivative financial instruments19 3 1

Finance lease receivable5 5 5

Total current assets 224 316

Non-current assets

Derivative financial instruments

19 74 –

Trade and other receivables11 7 7

Software and other intangibles3 182 142

Network assets2 4,439 3,973

Total non-current assets 4,702 4,122

Total assets 4,926 4,438

Current liabilities

Trade and other payables

12 370 346

Lease payable5 6 –

Derivative financial instruments19 19 46

Total current liabilities excluding Crown funding 395 392

Current portion of Crown funding7 21 19

Total current liabilities 416 411

Non-current liabilities

Derivative financial instruments

19 210 231

Lease payable5 237 159

Debt4 1,807 1,609

Deferred tax payable14 224 202

Total non-current liabilities excluding CIP and Crown funding 2,478 2,201

Crown Infrastructure Partners (CIP) securities6 273 203

Crown funding7 737 679

Total non-current liabilities 3,488 3,083

Total liabilities 3,904 3,494

Equity

Share capital

16 590 520

Reserves19(36)(22)

Retained earnings 468 446

Tot al e quit y 1,022 944

Total liabilities and equity 4,926 4,438

The accompanying notes are an integral part of these financial statements.

The financial statements are approved and signed on behalf of the Board.

Patrick Strange

Chair

Authorised for issue on 27 August 2018

Kate McKenzie

Chief Executive Officer and Managing Director

Annual Report 201833
Statement of changes in equity

For the year ended 30 June 2018

(Dollars in millions)Notes

Share capital

$M

Retained

earnings

$M

Hedging-related

reserves

$M

Total

$M

Balance at 1 July 2016 481 416 (26) 871

Comprehensive income

Net earnings for the year

– 113 – 113

Other comprehensive income

Ineffective portion of changes in fair value of cash flow hedges

19 – – 12 12

Effective portion of changes in fair value of cash flow hedges19 – – (7) (7)

Amortisation of de-designated cash flow hedges transferred to

income statement

19 – – (1) (1)

Total comprehensive income – 113 4 117

Contributions by and (distributions to) owners:

Dividends

16 – (83) – (83)

Supplementary dividends – 9 – 9

Tax credit on supplementary dividends – (9) – (9)

Dividend reinvestment plan16 40 – – 40

Employee share plan 16 (1) – – (1)

Total transactions with owners 39 (83) – (44)

Balance at 30 June 2017 520 446 (22) 944

Impact of adopting NZ IFRS 9 at 1 July 2017 (net of tax)1 – 7 (7) –

Impact of adopting NZ IFRS 15 at 1 July 2017 (net of tax)1 – 20 – 20

Balance at 1 July 2017 520 473 (29) 964

Comprehensive income

Net earnings for the year

– 85 – 85

Other comprehensive income

Ineffective portion of changes in fair value of cash flow hedges

19 – – (3) (3)

Amortisation of de-designated cash flow hedges transferred to

income statement

19 – – (1) (1)

Movement in cost of hedging reserve19 – – (3) (3)

Total comprehensive income – 85 (7) 78

Contributions by and (distributions to) owners:

Dividends

16 – (90) – (90)

Supplementary dividends – 10 – 10

Tax credit on supplementary dividends – (10) – (10)

Dividend reinvestment plan16 47 – – 47

Issue of new shares16 23 –– 23

Total transactions with owners 70 (90) – (20)

Balance at 30 June 2018 590 468 (36) 1,022

The accompanying notes are an integral part of these financial statements.

Annual Report 201834
Statement of cash flows

For the year ended 30 June 2018

(Dollars in millions)Notes

2018

$M

2017

$M

Cash flows from operating activities

Cash was provided from/(applied to):

Cash received from customers

1,002 1,070

Finance income 3 6

Payment to suppliers and employees (350) (397)

Taxation paid 14 (30) (38)

Interest paid (117) (117)

Net cash flows from operating activities 508 524

Cash flows applied to investing activities

Cash was applied to:

Purchase of network and intangible assets

(766) (638)

Capitalised interest paid (4) (4)

Net cash flows applied to investing activities (770) (642)

Cash flows from financing activities

Cash was provided from/(applied to):

Net inflow/(outflow) from leases

(15) 3

Crown funding (including CIP securities) 117 117

Issuance of share capital 23 –

Proceeds from debt 70 785

Repayment of debt (10) (675)

Dividends paid (43) (44)

Net cash flows from financing activities 142 186

Net cash flow (120) 68

Cash at the beginning of the year 170 102

Cash at the end of the year15 50 170

The accompanying notes are an integral part of these financial statements.

Annual Report 201835
Reconciliation of net earnings to net cash flows from operating activities

2018

$M

2017

$M

Net earnings for the year 85 113

Adjustment for:

Depreciation charged on network assets

305 295

Amortisation of Crown funding (22) (21)

Amortisation of software and other intangible assets 104 65

Deferred income tax 21 6

Ineffective portion of changes in fair value of cash flow hedges (pre-tax) 5 17

Movement in cost of hedging reserve 3 –

Other5 27

506 502

Change in current assets and liabilities:

Increase in trade and other receivables

15 19

Increase in trade and other payables(24) 1

Increase in income tax receivable 11 2

2 22

Net cash flows from operating activities 508 524

Reconciliation of movements of liabilities to cash flows arising from financing activities

Debt

$M

Crown funding

$M

CIP securities

$M

Lease payable

$M

Share capital

$M

Retained earnings

$M

Balance at 1 July 20171,609 698 203 159 520 473

Movements from cash flows

Payment of lease liabilities

– – – (15) – –

Proceeds from funding70 76 41 – – –

Proceeds from repayment of borrowings(10) – – – – –

Proceeds from issue of share capital – – – – 23 –

Dividends paid – – – – – (43)

Total changes from financing cash flows60 76 41 (15)23 (43)

Non-cash movements

Movements in fair value

(including foreign exchange rates)

135 – – – – –

Transaction costs and amortisation

related to financing

3 (22)17 – – –

Accruals–6 12 – – –

Dividend reinvestment plan – – – – 47 (47)

Impact of adopting NZ IFRS 9, 15, 16 – – – 47 – –

Lease additions – – – 52 – –

Net earnings for the year – – – – – 85

Balance at 30 June 20181,807 758 273 243 590 468

The accompanying notes are an integral part of these financial statements.

Annual Report 201836
Notes to the financial statements

Reporting entity and statutory base

Chorus includes Chorus Limited together with its subsidiaries.

Chorus is New Zealand’s largest fixed line communications

infrastructure services provider. It maintains and builds a

network predominantly made up of copper and fibre cables,

local telephone exchanges, and cabinets.

Chorus Limited is a profit-orientated company registered

in New Zealand under the Companies Act 1993 and a FMC

Reporting Entity for the purposes of the Financial Markets

Conduct Act 2013. Chorus Limited was established as a

standalone, publicly listed entity on 1 December 2011, upon its

demerger from Telecom Corporation of New Zealand Limited

(Telecom), now known as Spark New Zealand Limited (Spark).

The demerger was a condition of an agreement with Crown

Infrastructure Partners Limited (previously Crown Fibre Holdings)

to enable Chorus Limited to provide the majority of the Crown’s

Ultra-Fast Broadband (UFB). Chorus Limited is listed and its

ordinary shares quoted on the NZX main board equity security

market (NZX Main Board) and on the Australian Stock Exchange

(ASX) and has bonds quoted on the NZX debt market. American

Depositary Shares, each representing five ordinary shares (and

evidenced by American Depositary Receipts), are not listed but

are traded on the over-the-counter market in the United States.

These financial statements have been prepared in accordance

with generally accepted accounting practice in New Zealand

(NZ GAAP) and part 7 of the Financial Markets Conduct Act 2013.

They comply with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS) as appropriate for

profit-oriented entities, and with International Financial

Reporting Standards.

These financial statements are expressed in New Zealand dollars.

All financial information has been rounded to the nearest million,

unless otherwise stated.

The measurement basis adopted in the preparation of

these financial statements is historical cost, modified by the

revaluation of financial instruments as identified in the specific

accounting policies below and the accompanying notes.

Accounting policies and standards

Accounting policies that summarise the measurement basis used

and are relevant to the understanding of the financial statements

are provided throughout the accompanying notes.

A number of new accounting standards, NZ IFRS 9: ‘Financial

Instruments’, NZ IFRS 15: ‘Revenue from Contracts with Customers’

and NZ IFRS 16: ‘Leases’ have been issued. Chorus has elected to

early adopt these standards from 1 July 2017. Further information is

detailed below and comparative information is presented in note 1.

The accounting policies adopted and methods of computation

have been applied consistently throughout the periods presented

in these financial statements, except for the three new

accounting standards.

NZ IFRS 9 Financial Instruments

NZ IFRS 9 addresses the classification and measurement

of financial assets and financial liabilities, the impairment

of financial assets and hedge accounting. The only material

impact on Chorus of adopting this standard is in relation to

hedge accounting, where new rules more closely align hedge

accounting with Chorus’ risk management activities, with the

result being less reported volatility in the income statement.

Changes in the fair value of the cost to convert foreign currency

to NZD of Chorus’ cross currency interest rate swaps are now

separately accounted for as a cost of hedging and recognised

in a new reserve within equity (cost of hedging reserve).

This accounting treatment was not possible under the previous

accounting rules, where such changes in fair value were

recognised within the income statement.

Chorus has early adopted NZ IFRS 9 with a date of initial

application of 1 July 2017. As a result, Chorus has changed its

accounting policy for certain financial instruments. Chorus has

elected to apply NZ IFRS 9 on a retrospective basis (as if the new

standard always existed), however has not restated comparative

information. Instead, the impact of adopting the new standard on

financial instruments is reflected in opening equity on 1 July 2017.

NZ IFRS 15 Revenue from Contracts with Customers

Chorus has early adopted NZ IFRS 15 with a date of initial

application of 1 July 2017. As a result, Chorus has changed

its accounting policy for customer retention costs as

detailed below.

Chorus has recognised the cumulative effect of initially applying

NZ IFRS 15 as an adjustment to the opening balance of equity at

1 July 2017. Comparative information has not been restated and

continues to be reported under NZ IAS 18.

Customer retention costs

Chorus previously recognised costs when acquiring new

contracts with new and existing customers as expenses when

they were incurred. Under NZ IFRS 15, Chorus capitalises these

as costs of obtaining a contract (collectively referred to as

customer retention costs) when they are incremental and, if they

are expected to be recovered, it amortises them consistently

with the pattern of revenue for the related contract.

Annual Report 201837
NZ IFRS 16 Leases

Chorus has early adopted NZ IFRS 16 with a date of initial

application of 1 July 2017 and has not restated comparative

information. As a result, Chorus has changed its accounting

policy for lease contracts as described below.

As a lessee

As a lessee, Chorus previously classified leases as operating or

finance leases based on its assessment of whether the lease

transferred substantially all the risks and rewards incidental to

ownership of the underlying asset to Chorus. Under NZ IFRS 16,

Chorus recognises right of use assets and lease liabilities on

balance sheet for most leases.

(i) Leases previously classified as operating leases under

NZ IAS 17: Leases

On 1 July 2017, lease liabilities were measured at the present

value of the remaining lease payments, discounted at Chorus’

incremental borrowing rate at that date.

Right of use assets were measured at an amount equal to the

lease liability. The right of use asset is subsequently depreciated

using the straight line method over the shorter of the estimated

useful lives of the right of use asset or the remaining estimated

lease term. The estimated useful lives of right of use assets are

determined on the same basis as those of property and equipment.

Chorus presents right of use assets in Network Assets (note 2)

and lease liabilities (note 5) separately on the face of the

Statement of financial position.

Chorus used the following practical expedients when applying

the new lease standard NZ IFRS 16 to leases previously classified

as operating leases under NZ IAS 17:

• Applied a single discount rate to a portfolio of leases with

similar characteristics; and

• Applied the exemption not to recognise right of use assets and

liabilities for leases with less than 12 months of lease term.

(ii) Leases previously classified as finance leases under

NZ IAS 17: Leases

For leases that were previously classified as finance leases under

NZ IAS 17, the carrying amount of the right of use asset and the

lease liability at 1 July 2017 (transition date) are determined at the

lease asset and lease liability under NZ IAS 17 immediately before

that date.

As a lessor

Chorus is not required to make any adjustments on transition

to NZ IFRS 16 for leases in which it acts as a lessor.

Reclassification and re-statement of comparatives

Management have reclassified the revenue streams (note 9)

from prior periods to simplify reporting and align with

the products and services of Chorus, and provide greater

transparency to readers. This recognises the evolving nature of

the industry from being copper to fibre based, and is consistent

with internal management reporting provided to Senior

Management and the Board.

Crown Fibre Holdings renamed

During July 2017 the New Zealand Government repurposed

Crown Fibre Holdings (CFH) and changed the name to Crown

Infrastructure Partners (CIP). The repurpose has no material

impact on Chorus’ relationship.

Accounting estimates and judgements

In preparing the financial statements management has made

estimates and assumptions about the future that affect the

reported amounts of assets and liabilities at the date of the

financial statements and the reported amounts of revenue

and expenses during the period. Actual results could differ

from those estimates.

Estimates and assumptions are regularly evaluated and are

based on historical experience and other factors, including

expectations of future events that are believed to be reasonable

under the circumstances. The principal areas of judgement in

preparing these financial statements are set out below.

Network assets (note 2)

Assessing the appropriateness of useful life and residual value

estimates of network assets requires a number of factors to be

considered such as the physical condition of the asset, expected

period of use of the asset, technological advances, regulation

and expected disposal proceeds from the future sale of the asset.

Software and other intangibles (note 3)

Assessing the appropriateness of the period over which

customer retention costs are amortised requires a number of

factors to be considered such as the product the customer

retention costs relate to, technological advances, retail service

provider activities and regulation.

Leases (note 5)

Chorus assesses at lease commencement whether it is

reasonably certain to exercise extension options where included

in the contract, and where it is reasonably certain, the extension

period has been included in the lease liability calculation.

CIP securities (note 6)

Determining the fair value of the CIP securities requires

assumptions on expected future cash flows and discount rates

based on future long dated swap curves.

Crown funding (note 7)

Exercising judgement when recognising Crown funding to

determine if conditions of the funding contract have been

satisfied. This judgement will be based on the facts and

circumstances that are evident for each contract at the time

of preparing the financial statements.

Financial risk management (note 20)

Credit valuations are adjusted to reflect credit risk as required

by NZ IFRS 9: Financial Instruments. The effect of credit risk

is quantified using an expected future exposure methodology

where credit default swap prices are used to represent the

probability of default.

Annual Report 201838
Note 1 – Comparative information for transition to new NZ IFRS standards

To provide further information and increased transparency, adjusted comparative totals are disclosed below.

NZ IFRS 9 Financial Instruments

On transition to NZ IFRS 9, Chorus recognised a cost of

hedging reserve within equity of $6 million (net of tax)

and an adjustment to the cash flow hedge reserve of

$1 million (net of tax). Opening retained earnings was

also adjusted accordingly. Had NZ IFRS 9 applied to the

comparative periods presented, $10 million for the year

ended 30 June 2017 of hedge ineffectiveness (recorded

within finance expense) would have gone to the new

cost of hedging reserve within equity, pre-tax.

Cost of hedging

reserve

$M

Cashflow

hedge reserve

$M

Total NZ IFRS 9

adjustments

$M

Transfer from FY17 interest expense 8 2 10

Tax at 28% (2) (1)(3)

Net NZ IFRS 9 adjustment to retained earnings on 1 July 2017 6 1 7

NZ IFRS 15 Revenue from Contracts with Customers

On transition to NZ IFRS 15, Chorus recognised an additional

$27 million of customer retention assets (included within

‘Software and other intangibles’) relating to open contracts on

transition date. This was adjusted for tax and booked directly

to retained earnings. These costs, including additional costs

incurred and capitalised post-transition date, are amortised

over the life of the contract, which management have assessed

as up to three years in tenure.

The following tables summarise the impact of adopting

NZ IFRS 15 on Chorus’ consolidated financial statements

for the period ended 30 June 2018.

Recognised on 1 July 2017:

$M

Prior periods customer retention assets (note 2) 38

Amortisation of prior periods customer retention assets (note 2) (11)

Customer retention costs net of amortisation 27

Tax at 28% (7)

Net NZ IFRS 15 adjustment to retained earnings on 1 July 2017 20

Impacts for the year ended 30 June 2018:

As reported

$M

NZ IFRS 15

adjustment

$M

Balance without

adoption of

NZ IFRS 15

$M

Income statement:

Amortisation

(104) 43 (61)

Operating expenses (337) (60) (397)

Tax expense (37)– (37)

Note 10 – Operating expenses:

Labour

(73) (6) (79)

Provisioning (6) (27) (33)

Information technology costs (54) (10) (64)

Other (modem upgrades)– (17) (17)

Balance sheet:

Deferred tax

224 (12) 212

Software and other intangibles 182 (42) 140

Had NZ IFRS 15 applied to comparative periods presented,

operating expenses would have decreased by $50 million for

the year ended 30 June 2017 with a corresponding increase to

‘Software and other intangibles’, and an increase to amortisation

of approximately $34 million.

NZ IFRS 16 Leases

On transition to NZ IFRS 16, Chorus recognised $206 million (net

of amortisation) of right of use assets and lease liabilities. There

was no difference to recognise in retained earnings. Included in

this was right of use assets previously relating to finance leases

under NZ IAS 17 of $157 million.

Annual Report 201839
When measuring lease liabilities, Chorus discounted lease

payments using its incremental borrowing rates at 1 July 2017.

The weighted average rate applied is 6.06%.

The following table reconciles the value of right of use assets

that came on to the balance sheet at 1 July 2017:

$M

Operating leases

Commitment – 30 June 2017

64

Discounted value – 1 July 2017 49

Finance leases

Finance Lease Liability – 30 June 2017

159

Lease reset (2)

Discounted value – 1 July 2017 157

Total lease liabilities recognised at 1 July 2017 (net of amortisation) 206

Had NZ IFRS 16 applied to comparative periods presented for

the year ended 30 June 2017, the depreciation charge would

have increased by $6 million, and finance expense would have

increased by $3 million. Offsetting these increases would have

been a corresponding decrease in rent and rates of $8 million.

Note 2 – Network assets

In the statement of financial position, network assets are stated

at cost less accumulated depreciation and any accumulated

impairment losses. The cost of additions to network assets

and work in progress constructed by Chorus includes the

cost of all materials used in construction, direct labour costs

specifically associated with construction, interest costs that are

attributable to the asset, resource management consent costs

and attributable overheads.

Repairs and maintenance costs are recognised in the income

statement as incurred.

Estimating useful lives and residual values of network assets

The determination of the appropriate useful life for a particular

asset requires management to make judgements about,

amongst other factors, the expected period of service potential

of the asset, the likelihood of the asset becoming obsolete as

a result of technological advances, the likelihood of Chorus

ceasing to use the asset in our business operations and the

effect of government regulation.

Where an item of network assets comprises major components

having different useful lives, the components are accounted for

as separate items of network assets.

Where the remaining useful lives or recoverable values have

diminished due to technological, regulatory or market condition

changes, depreciation is accelerated. The assets’ residual values,

useful lives, and methods of depreciation are reviewed annually

and adjusted prospectively, if appropriate.

Depreciation is charged on a straight-line basis to write down the

cost of network assets to their estimated residual value over their

estimated useful life. Estimated useful lives are as follows:

Fibre cables20 years

Ducts, manholes and poles20–50 years

Copper cables10–30 years

Cabinets5–20 years

Property5–50 years

Network electronics2–25 years

Right of use assets10–50 years

Other2–10 years

Other network assets include motor vehicles, network

management and administration systems and radio infrastructure.

Any future adverse impacts arising when assessing the carrying

value or lives of network assets could lead to future impairment

losses or increases in depreciation charges that could affect

future earnings.

An item of network assets and any significant part is

derecognised upon disposal or when no future economic

benefits are expected from its use or disposal. Where network

assets are disposed of, the profit or loss recognised in the

income statement is calculated as the difference between the

sale price and the carrying value of the asset.

Leased assets and corresponding liabilities are recognised as

‘right of use’ assets, and depreciated over the life of the lease.

Note 1 – Comparative information for transition to new NZ IFRS standards (cont.)

Annual Report 201840
Non-monetary items that are measured in terms of historical

cost in a foreign currency are translated using the exchange

rates as at the dates of the initial transactions.

Land and work in progress are not depreciated.

30 June 2018

Fibre

cables

$M

Ducts,

manholes,

and poles

$M

Copper

cables

$M

Cabinets

$M

Property

$M

Network

electronics

$M

Right

of use

assets

$M

Other

$M

Work in

progress

$M

Total

$M

Cost

Balance at 30 June 2017

1,566 2,007 2,369 583 564 1,673 – 5 124 8,891

Transfers due to adoption of

NZ IFRS 16 at 1 July 2017

(6) – – – (173) – 179 – – –

Additions due to adoption of

NZ IFRS 16 at 1 July 2017

– – – – – – 49 – – 49

Additions – – – – – – – – 721 721

Disposals – (4) – (2) (6) (30) – – – (42)

Transfers from work in

progress

222 225 15 39 17 92 28 – (638) –

Other – – – – 2 – 5 – – 7

Balance at 30 June 2018 1,782 2,228 2,384 620 404 1,735 261 5 207 9,626

Accumulated depreciation

Balance at 30 June 2017

(460) (515) (1,883) (354) (261) (1,443) – (2) – (4,918)

Transfers due to adoption of

NZ IFRS 16 at 1 July 2017

– – – – 22 – (22) – – –

Depreciation (78) (42) (51) (41) (15) (65) (13) – – (305)

Disposals – – – – 5 33 – – – 38

Other – – – – (2) – – – – (2)

Balance at 30 June 2018 (538) (557) (1,934) (395) (251) (1,475) (35) (2) – (5,187)

Net carrying amount 1,244 1,671 450 225 153 260 226 3 207 4,439

30 June 2017

Fibre

cables

$M

Ducts,

manholes

and poles

$M

Copper

cables

$M

Cabinets

$M

Property

$M

Network

electronics

$M

Other

$M

Work in

progress

$M

Total

$M

Cost

Balance at 1 July 2016

1,336 1,835 2,353 537 540 1,638 4 99 8,342

Additions – – – – – – – 592 592

Other – – – – 7 – – 8 15

Disposals – – – (3) (2) (53) – – (58)

Transfers from work in

progress

230 172 16 49 19 88 1 (575) –

Balance at 30 June 2017 1,566 2,007 2,369 583 564 1,673 5 124 8,891

Accumulated depreciation

Balance at 1 July 2016

(388) (476) (1,830) (311) (250) (1,429) (2) – (4,686)

Depreciation (72) (39) (53) (45) (19) (67) – – (295)

Disposals – – – 2 1 53 – – 56

Other – – – – 7 – – – 7

Balance at 30 June 2017 (460) (515) (1,883) (354) (261) (1,443) (2) – (4,918)

Net carrying amount 1,106 1,492 486 229 303 230 3 124 3,973

There are no restrictions on Chorus’ network assets or any

network assets pledged as securities for liabilities. At 30 June 2018

the contractual commitment for acquisition and construction of

network assets was $448 million (30 June 2017: $507 million).

Note 2 – Network assets (cont.)

Annual Report 201841
Depreciation

2018

$M

2017

$M

Depreciation charged on network assets 305 295

Less: Crown funding – Ultra-Fast Broadband (12) (11)

Crown funding – Rural Broadband Initiative (8) (8)

Crown funding – Other (2) (2)

Total depreciation 283 274

Chorus receives funding from the Crown to finance the capital

expenditure associated with the development of the UFB

network, rural broadband services and other services. Funding is

offset against depreciation over the life of the assets the funding

is used to construct.

Refer to note 7 for information on Crown funding.

Property Exchanges

Chorus has leased exchange space and commercial co-

location space owned by Spark which is subject to finance lease

arrangements (included within right of use assets). Chorus in

turn leases exchange space and commercial co-location space

owned by Chorus to Spark under a finance lease arrangement.

For sites that it does not own, Chorus recognises its share of

the assets based on occupancy percentage, as well as a liability

for the future payments due. For sites that it does own, Chorus

derecognises the share of the asset used by Spark, as well as

recognising a receivable for the future receipts due.

The ‘Other’ asset and accumulated depreciation movement in

the year to 30 June 2018 is $5 million (30 June 2017: $7 million)

mainly reflecting consumer price index adjustments on Spark’s

use of Chorus owned sites.

Impairment

The carrying amounts of non-financial assets including network

assets, software and other intangibles are reviewed at the end

of each reporting period for any indicators of impairment.

If any such indication exists, the recoverable amount of the

asset is estimated. An impairment loss is recognised in earnings

whenever the carrying amount of an asset exceeds its estimated

recoverable amount. Should the conditions that gave rise to the

impairment loss no longer exist, and the assets are no longer

considered to be impaired, a reversal of an impairment loss

would be recognised immediately in earnings.

The recoverable amount is the greater of an asset’s value in use

and fair value less costs to sell. Chorus’ assets do not generate

independent cash flows and are therefore assessed from a single

cash-generating unit perspective. In assessing the recoverable

amount, the estimates of future cash flows are discounted to

their net present value using a discount rate that reflects current

market assessments of the time value of money and the risks

specific to the business.

Capitalised interest

Finance costs are capitalised on qualifying items of network

assets and software assets at an annualised rate of 6.00%

(30 June 2017: 6.50%). Interest is capitalised over the period

required to complete the assets and prepare them for their

intended use. In the current year finance costs totalling

$4 million (30 June 2017: $4 million) have been capitalised

against network assets and software assets.

Right of use assets

Fibre cables

Ducts, manholes,

and polesPropertyTotal

Balance 1 July 2017 (net) 6 21 179 206

Additions 3 7 23 33

Depreciation charge – (2) (11) (13)

Balance at 30 June 2018 9 26 191 226

Right of use assets are the present value of leases held by Chorus

as a lessee, as defined in the accounting policies (previously

recognised as finance and operating leases). Leases are

capitalised at the present value of the minimum lease payments

at inception of the lease.

Chorus has used a single discount rate to a portfolio of leases

across the two main portfolios of leases (‘Property’ and ‘Ducts,

manholes, and poles’) due to the long term usage nature of

the underlying assets used to service the same network. This is

reflective of the longer term nature of infrastructure assets.

The nature of these assets are similar enough that borrowing

rates on commercial debt would not change asset to asset.

The incremental borrowing rate is reviewed annually.

Note 2 – Network assets (cont.)

Annual Report 201842
Note 3 – Software and other intangibles

Software and other intangible assets are initially measured

at cost. The direct costs associated with the development of

network and business software for internal use are capitalised

where project success is probable and the capitalisation

criteria is met. Following initial recognition, software and

other intangible assets are stated at cost less accumulated

amortisation and impairment losses. Software and other

intangible assets with a finite life are amortised from the

date the asset is ready for use on a straight-line basis over its

estimated useful life which is as follows:

Software2–8 years

Customer retention0–3 years

Other intangibles 6–21 years

Customer retention costs

Chorus expects that incremental costs incurred in acquiring

new contracts with new and existing customers are recoverable,

and capitalised these as customer retention assets. In the

comparative period, such costs were recognised as operating

expenses when incurred. Customer retention assets are

amortised when related revenues are recognised upfront or

over the life of the contract (currently estimated to be within

a maximum of three years). In the period to 30 June 2018,

the amount of amortisation was $43 million and there was

no impairment in relation to the costs capitalised.

Other intangibles mainly consist of land easements.

At each reporting date, Chorus reviews the carrying amounts of its

software and other intangible assets to determine whether there is

any indication that those assets have suffered an impairment loss.

For impairment policy and process refer to note 2.

Where estimated useful lives or recoverable values have

diminished due to technological change or market conditions,

amortisation is accelerated.

There are no restrictions on software and other intangible assets,

or any intangible assets pledged as securities for liabilities.

30 June 2018

Software

$M

Customer

retention

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 30 June 2017

639 – 6 36 681

Adjustments at 1 July 2017 (on adoption of NZ IFRS 15) – 38 – – 38

Additions – – – 117 117

Disposals (12) – – – (12)

Transfers from work in progress 67 58 – (125) –

Balance at 30 June 2018 694 96 6 28 824

Accumulated amortisation

Balance at 30 June 2017

(538) – (1) – (539)

Adjustments at 1 July 2017 (on adoption of NZ IFRS 15) – (11) – – (11)

Amortisation (61) (43) – – (104)

Disposals 12 – – – 12

Balance at 30 June 2018 (587) (54) (1) – (642)

Net carrying amount 107 42 5 28 182

30 June 2017

Software

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 1 July 2016

597 6 31 634

Additions – – 47 47

Transfers from work in progress 42 – (42) –

Balance at 30 June 2017 639 6 36 681

Accumulated amortisation

Balance at 1 July 2016

(473) (1) – (474)

Amortisation (65) – – (65)

Balance at 30 June 2017 (538) (1) – (539)

Net carrying amount 101 5 36 142

At 30 June 2018 the contractual commitment for acquisition of software and other intangible assets was $11 million

(30 June 2017: $13 million).

Annual Report 201843
Note 4 – Debt

Debt is included as non-current liabilities except for those

with maturities less than 12 months from the reporting date,

which are classified as current liabilities.

Debt is initially measured at fair value, less any transaction costs

that are directly attributable to the issue of the instruments.

Debt is subsequently measured at amortised cost using the

effective interest method. Some borrowings are designated

in fair value hedge relationships, which means that any change

in market interest and foreign exchange rates result in a change

in the fair value adjustment on that debt.

The weighted effective interest rate on debt including the effect of

derivative financial instruments was 5.96% (30 June 2017: 6.06%).

Due date

2018

$M

2017

$M

Syndicated bank facility C May 2020 60 –

Euro medium term notes GBP Apr 2020 507 462

Euro medium term notes EUR Oct 2023 852 762

Fixed rate NZD Bonds May 2021 400 400

Less: facility fees (12) (15)

Total debt 1,807 1,609

Current – –

Non-current 1,807 1,609

Syndicated bank facilities

As at 30 June 2018 Chorus had $350 million committed syndicated

facilities on market standard terms and conditions (30 June 2017:

$350 million). The amount undrawn of the syndicated bank

facility that is available for future operating activities is

$290 million (30 June 2017: $350 million). The syndicated bank

facility is held with bank and institutional counterparties rated

– A to AAA, based on rating agency Standard & Poor’s ratings.

Euro Medium Term Notes (EMTN)

Face valueInterest rate

2018

$M

2017

$M

GBP 260 million6.75% 507 462

EUR 500 million1.125% 852 762

Chorus has EUR 500 million of Euro Medium Term Notes issued

at a fixed rate of 1.125% (30 June 2017: EUR 500 million, 1.125%).

They will mature in October 2023 and have been swapped back

to $785 million (30 June 2017: $785 million) using cross currency

interest rate swaps (see note 19).

Chorus has in place cross currency interest rate swaps to

hedge the foreign currency exposures to the EMTN. The cross

currency interest rate swaps entitle Chorus to receive GBP and

EUR principal and GBP and EUR fixed coupon payments for NZD

principal and NZD floating interest payments. For the GBP cross

currency interest rate swaps the floating interest rate exposure

on the NZD interest payments has been hedged using interest

rate swaps. The EUR cross currency interest rate swaps are

partially hedged for the NZD interest payments using interest

rate swaps (notional amount $450 million).

The following table reconciles EMTN at hedged rates to EMTN

at spot rates as reported under NZ IFRS. EMTN at hedged rates

is a non-GAAP measure and is not defined by NZ IFRS.

2018

EUR

$M

2017

EUR

$M

2018

GBP

$M

2017

GBP

$M

EMTN (at spot rates) 852 762 507 462

Impact of fair value hedge 12 17 – –

Impact of hedged rates used (79) 6 170 215

EMTN at hedged rates 785 785 677 677

The fair value of EMTN, calculated based on the present value

of future principal and interest cash flows, discounted at market

interest rates at balance date, was $558 million (30 June 2017:

$526 million) compared to a carrying value of $507 million

(30 June 2017: $462 million) for the GBP EMTN, and $875 million

(30 June 2017: $776 million) compared to a carrying value of

$852 million (30 June 2017: $762 million) for the EUR EMTN.

This fair value has been determined using Level 2 of the fair value

hierarchy as described in note 19.

Annual Report 201844
Fixed rate NZD Bonds

Interest rate

2018

$M

2017

$M

Fixed rate NZD Bonds 4.12% 400 400

Chorus has $400 million of unsecured, unsubordinated

debt securities that have been issued at a fixed rate of 4.12%

(30 June 2017: $400 million, 4.12%). The maturity date is May 2021.

Schedule of maturities

2018

$M

2017

$M

Due 1 to 2 years 567 –

Due 2 to 3 years 400 462

Due 3 to 4 years – 400

Due over 5 years 852 762

Total due after one year 1,819 1,624

Less: facility fees (12) (15)

1,807 1,609

No debt has been secured against assets. However, there are

financial covenants and event of default triggers, as defined in

the various debt agreements. During the current year Chorus

fully complied with the requirements set out in its financing

agreements (30 June 2017: full compliance).

Refer to note 20 for information on financial risk management.

Finance expense

2018

$M

2017

$M

Interest on syndicated bank facility 4 16

Interest on EMTN – GBP 53 53

Interest on EMTN – EUR 39 27

Interest on fixed rate NZD bonds 18 18

Fair value adjustment on interest rate swap not in hedge relationship (3) 6

Ineffective portion of changes in fair value of cash flow hedges 5 17

Other interest expense 22 18

Capitalised interest (4) (4)

Total finance expense excluding CIP securities (notional) interest 134 151

CIP securities (notional) interest 17 13

Total finance expense 151 164

Other interest expense includes $18 million lease interest

expense (30 June 2017: $14 million) and $4 million of

amortisation arising from the difference between fair value

and proceeds realised from the swaps reset (30 June 2017:

$3 million) (refer to note 19).

The GBP EMTN hedging relationship was reset with a fair value

of $49 million on 9 December 2013 following the close out

of the interest rate swaps relating to the EMTN. This amount

is being amortised over the life of the derivative and flows as

ineffectiveness in the income statement. As at 30 June 2018

a further $8 million remains in the hedge reserve to be

amortised in relation to this reset (30 June 2017: $15 million).

In FY18, ineffectiveness of $7 million (30 June 2017: $6 million)

flowed through interest expense relating to the amortisation

of this reset. This was offset by a $2 million credit from a risk

adjustment following NZ IFRS 9 adjustments on the EUR EMTN

(30 June 2017: $2 million debit).

Note 4 – Debt (cont.)

Annual Report 201845
Note 5 – Leases

Chorus is a lessee and lessor of certain network assets under

lease arrangements. On adoption of NZ IFRS 16, from 1 July 2017

Chorus recognises lease liabilities on balance sheet for all leases

except those determined short-term or low value. On inception

of a new lease, the lease payable is measured at the present

value of the remaining lease payments, discounted at Chorus’

incremental borrowing rate at that date. Practical expedients

within the standard have been applied to allow a single

discount rate to a portfolio of leases with similar characteristics.

Lease costs are recognised through interest expense over the

life of the lease. The corresponding right of use asset incurs

depreciation over the estimated useful life of the asset.

In the prior period, lease costs relating to operating leases were

recognised on a straight-line basis over the life of the lease.

Finance leases, which effectively transferred substantially all

the risks and benefits of ownership of the leased assets, were

capitalised at the lower of the leased asset’s fair value or the

present value of the minimum lease payments at inception

of the lease.

Lease liabilities

2018

$M

2017

$M

Liabilities

Maturity analysis – contractual discounted cash flows

Less than one year

6 –

Between one and five years 23 –

More than five years 214 159

Total lease payable 243 159

Current 6 –

Non-Current 237 159

Operating lease rental commitments that were payable in the

prior period, at 30 June 2017 were as follows: less than one year

$8 million; between one and five years $26 million; more than

five years $30 million.

2018

$M

Amounts recognised in Income statement:

Interest on lease payable

18

Expenses relating to short-term leases –

Expenses relating to leases of low-value assets –

Amounts recognised in Statement of cash flows:

Principle payments (net)

(15)

Lease interest (15)

Lease interest in the above table is included in the interest paid

expense in the cashflow statement.

Extension options

Most leases contain extension options exercisable by Chorus

up to one year before the end of the non-cancellable contract

period. Where practicable, Chorus seeks to include extension

options in new leases to provide operational flexibility.

The extension options held are exercisable only by Chorus and

not by the lessors. Chorus assesses at lease commencement

whether it is reasonably certain to exercise the extension

options, and where it is reasonably certain, the extension period

has been included in the lease liability calculation. Chorus

reassesses whether it is reasonably certain to exercise the

options if there is a significant event of significant change in

circumstances within its control.

Lease liabilities recognised

(discounted)

$M

Potential future lease payments

not included in lease liabilities

(discounted)

$M

Fibre cables 9 –

Ducts, manholes and poles 28 1

Property 206 –

Total lease payable243

Annual Report 201846
Other leases

Chorus also leases IT equipment with contract terms of one

to three years. These leases are of low value. The Group has

elected not to recognise right of use assets and lease liabilities

for these leases.

Lease receivable

Chorus has leased exchange space and commercial colocation

space owned by Spark. Chorus in turn leases exchange space

and commercial co-location space to Spark under finance lease

arrangements. The term of the leases vary from three years

to ten years and include rights of renewal.

The full term has been used in the calculation of finance lease

receivables as it is likely due to the specialised nature of the

buildings that the leases will be renewed to the maximum

term. The payable and receivable under these finance lease

arrangements are net settled in cash.

Lease income from lease contracts in which Chorus acts

as a lessor is as below:

2018

$M

2017

$M

Finance leases

Finance income on the net investment in the lease

8 8

Finance lease income of $8 million received in FY18 is offset

against the lease cash outflow.

The following table sets out a maturity analysis of lease receivable:

2018

$M

2017

$M

Less than one year 5 8

One to four years15 20

Total lease payments 20 28

Non-current lease payables is shown net of non-current lease receivable.

Note 6 – CIP Securities

Ultra-Fast Broadband (UFB)

Chorus receives funding from the Crown to finance construction

costs associated with the development of the UFB network.

For the first phase of the UFB network build (UFB1) Chorus

receives funding at a rate of $1,118 for every premises passed

(as certified by CIP), in return Chorus issues CIP equity securities,

CIP debt securities and CIP warrants. The equity and debt

securities have an issue price of $1 and are issued on a 50:50

basis. For each premises passed, $559 of equity securities and

$559 of debt securities are issued and Chorus receives $1,118

funding in return. CIP warrants are issued for nil value. The total

committed funding available for Chorus over the period of UFB1

network construction is expected to be $929 million.

In January 2017 Chorus was contracted to build 84% of the

second phase of the UFB network build (UFB2), amounting to

168,240 premises.

In August 2017 Chorus was contracted to build an expansion to

the second phase of the UFB network build (UFB2+), amounting

to an additional 54,500 premises. The funding terms are the

same as UFB2 announced in January 2017, detailed further

below. The rollout will be completed by 2022.

For UFB2 and UFB2+ there are five different funding rates

applied, at an average rate of $1,828 for every premise passed

(as certified by CIP). In return for the CIP funding, CIP equity

and debt securities will be issued on very similar terms as UFB1

securities. Chorus can elect the mix of securities to be issued

(up to a maximum of $189 million equity securities for UFB2).

There are no CIP warrants in relation to UFB2 and UFB2+

funding. The total committed funding available for Chorus for

the second phase is expected to be $407 million.

The CIP equity and debt securities are recognised initially

at fair value plus any directly attributable transaction costs.

Subsequently, they are measured at amortised cost using the

effective interest method. The fair value is derived by discounting

the equity securities and debt securities per premises passed by

the effective rate based on market rates. The difference between

funding received and the fair value of the securities is recognised

as Crown funding (note 7). Over time, the CIP debt and equity

securities increase to face value and the Crown funding is

released against depreciation and reduces to nil.

CIP equity securities

CIP equity securities are a class of non-interest bearing security

that carry no right to vote at meetings of holders of Chorus

ordinary shares, but entitle the holder to a preferential right to

repayment on liquidation and additional rights that relate to

Chorus’ performance under its construction contract with CIP.

Dividends will become payable on a portion of the CIP equity

securities from 2025 (2030 for UFB2 and UFB2+) onwards,

with the portion of CIP equity securities that attract dividends

increasing over time.

Note 5 – Leases (cont.)

Annual Report 201847
CIP equity securities can be redeemed by Chorus at any time by

payment of the issue price or issue of new ordinary shares (at a

5% discount to the 20-day volume weighted average price) to

the holder. In limited circumstances CIP equity securities may be

converted by the holder into voting preference or ordinary shares.

The CIP equity securities are required to be disclosed as a liability

until the liability component of the compound instrument expires.

CIP debt securities

CIP debt securities are unsecured, non-interest bearing and

carry no voting rights at meetings of holders of Chorus ordinary

shares. Chorus is required to redeem the CIP debt securities

in tranches from 2025 (2030 for UFB2 and UFB2+) to 2036 by

repaying the face value to the holder.

The principal amount of CIP debt securities consists of a senior

portion and a subordinated portion. The senior portion ranks

equally with all other unsecured, unsubordinated creditors of

Chorus, and has the benefit of any negative pledge covenant

that may be contained in any of Chorus’ debt arrangements.

The subordinated portion ranks above ordinary shares of Chorus.

The initial value of the senior portion is the present value (using

a discount rate of 8.5%) of the sum repayable on the CIP debt

securities, and the initial subordinated portion is the difference

between the issue price of the CIP debt security and the value

of the senior portion.

CIP warrants

Chorus issues CIP warrants to CIP for nil consideration along

with each tranche of CIP equity securities. Each CIP warrant

gives CIP the right, on a specified exercise date, to purchase at a

set strike price a Chorus share to be issued by Chorus. The strike

price for a CIP warrant is based on a total shareholder return of

16% per annum on Chorus shares over the period December

2011 to June 2036.

At balance date Chorus had issued a total 10,705,346 warrants

which had a fair value and carrying value that approximated

zero (30 June 2017: 8,496,986 warrants issued). The number of

fibre connections made by 30 June 2020 impacts the number

of warrants that could be exercised. Because fibre connections

already exceed 20% before 30 June 2020, the number of

warrants that would be able to be exercised is 10,705,346

(30 June 2017: 8,496,986).

At balance date the component parts of debt and equity instruments including notional interest were:

20182017

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

Fair value on initial recognition

Balance at 1 July

102 68 170 81 51 132

Additional securities recognised at fair value 30 23 53 21 17 38

Balance at 30 June 132 91 223 102 68 170

Accumulated notional interest

Balance at 1 July

18 15 33 11 9 20

Notional interest 8 9 17 7 6 13

Balance at 30 June 26 24 50 18 15 33

Total CIP securities 158 115 273 120 83 203

The fair value of CIP debt securities at balance date was

$187 million (30 June 2017: $137 million) compared to a carrying

value of $158 million (30 June 2017: $120 million). The fair

value of CIP equity securities at balance date was $145 million

(30 June 2017: $102 million) compared to a carrying value of

$115 million (30 June 2017: $83 million). The fair value has been

calculated using discount rates from market rates at balance

date and using Level 2 of the fair value hierarchy as described

in note 20.

Key assumptions in calculations on initial recognition

On initial recognition, the discount rate between 5.16% to 9.84%

(30 June 2017: 7.22% to 10.26%) for the CIP equity securities

and 4.62% to 6.84% (30 June 2017: 5.08% to 7.52%) for the CIP

debt securities used to discount the expected cash flows is

based on the NZ swap curve. The swap rates were adjusted for

Chorus specific credit spreads (based on market observed credit

spreads for debt issued with similar credit ratings and tenure).

The discount rate on the CIP equity securities is capped at

Chorus’ estimated cost of (ordinary) equity.

Note 6 – CIP Securities (cont.)

Annual Report 201848
Note 7 – Crown funding

Funding from the Crown is recognised at fair value where there is reasonable assurance that the funding is receivable and all

attached conditions will be complied with. Crown funding is then recognised in earnings as a reduction to depreciation expense on a

systematic basis over the useful life of the asset the funding was used to construct.

20182017

UFB

$M

RBI

$M

Other

$M

Total

$M

UFB

$M

RBI

$M

Other

$M

Total

$M

Fair value on initial recognition

Balance at 1 July

471 242 46 759 398 242 39 679

Additional funding recognised at fair

value

77 – 5 82 73 – 7 80

Balance at 30 June 548 242 51 841 471 242 46 759

Accumulated amortisation of funding

Balance at 1 July

(29)(22)(10)(61) (18) (14) (8) (40)

Amortisation (12) (8) (2) (22) (11) (8) (2) (21)

Balance at 30 June (41) (30) (12) (83)(29)(22)(10)(61)

Total Crown funding 507 212 39 758 442 220 36 698

Current 21 19

Non-current 737 679

Ultra-Fast Broadband (UFB)

Chorus receives funding from the Crown to finance construction

costs associated with the development of the UFB network.

During the period Chorus has recognised funding for 114,077

(UFB1 112,124; UFB2 1,953) premises passed (30 June 2017:

UFB1 98,884; UFB2 nil) where the premises was passed and

tested by CIP as at 30 June 2018.

This brings the total number of premises passed and tested by

CIP at 30 June 2018 to approximately 685,000 (30 June 2017:

573,000). The total number of premises passed (including those

that have not been tested by CIP) was approximately 700,000

at 30 June 2018.

Continued recognition of the full amount of the Crown funding

is contingent on certain material performance targets being met

by Chorus. The most significant of these material performance

targets relate to compliance with certain specifications under

user acceptance testing by Crown Infrastructure Partners.

Performance targets to date have been met.

Note 8 – Segmental reporting

An operating segment is a component of an entity that engages

in business activities from which it may earn revenues and incur

expenses and for which operating results are regularly reviewed

by the entity’s chief operating decision maker and for which

discrete financial information is available.

Chorus’ Chief Executive Officer (CEO) has been identified

as the chief operating decision maker for the purpose of

segmental reporting.

Chorus has determined that it operates in one segment

providing nationwide fixed line access network infrastructure.

The determination is based on the reports reviewed by the

CEO in assessing performance, allocating resources and making

strategic decisions.

All of Chorus’ operations are provided in New Zealand, therefore

no geographic information is provided.

Three Chorus customers met the reporting threshold

of 10 percent of Chorus’ operating revenue in the year

to 30 June 2018. The total revenue for the year ending

30 June 2018 from these customers was $489 million

(30 June 2017: $541 million), $203 million (30 June 2017:

$212 million) and $116 million (30 June 2017: $117 million).

Annual Report 201849
Note 9 – Operating revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. Chorus recognises revenue when it transfers control over a product or service to a customer. In practice, there is no

significant change to Chorus’ revenue recognition as a result of transition to NZ IFRS 15.

Chorus services provided to customersNature, performance obligation and timing of revenue

Fibre and copper connectionsProviding access to the Chorus fixed lines network to enable connections to the internet.

Chorus recognises revenue as it provides this service to its customers. Revenue from

installations of connections are recognised upon completion of the connection at a

point in time. Unbilled revenues from the billing cycle date to the end of each month are

recognised as revenue during the month the service is provided. Revenue is deferred in

respect of the portion of fixed monthly charges that have been billed in advance.

Value added network servicesProviding enhanced access to the Chorus fixed lines network to enable internet access,

through backhaul and handover links services to connect across wider areas and to higher

quality levels. Recognition is same as described for fibre and copper connections above.

InfrastructureProviding physical storage and site-sharing rental services for co-location of third party or

shared assets. This is billed and recognised on a monthly basis.

Field servicesProviding services in the field to protect, strengthen, and increase the available network

– for example, installation services, wiring and consultation services. This is billed and

recognised as the service is provided.

Revenue by service

2018

$M

2017

$M

Fibre broadband 198 123

Fibre premium 78 79

Copper based voice 133 163

Copper based broadband 421 501

Data services copper 27 32

Value added network services 33 34

Infrastructure 23 23

Field services products 70 76

Other 7 9

Total operating revenue 990 1,040

Annual Report 201850
Note 10 – Operating expenses

2018

$M

2017

$M

Labour 73 74

Provisioning 6 43

Network maintenance 87 87

Other network costs 34 27

Information technology 54 60

Rent and rates 9 17

Property maintenance 15 13

Electricity 15 14

Insurance 3 3

Consultants 5 10

Regulatory levies 13 13

Other 23 27

Total operating expenses 337 388

Labour

Labour of $73 million (30 June 2017: $74 million) represents

employee costs related to non-capital expenditure.

Pension contributions

Included in labour are payments to the New Zealand

Government Superannuation Fund of $0.36 million

(30 June 2017: $0.32 million) and contributions to KiwiSaver of

$3.3 million (30 June 2017: $2.9 million). At 30 June 2018 there

were 18 employees in New Zealand Government Superannuation

Fund (30 June 2017: 21 employees) and 877 employees in

KiwiSaver (30 June 2017: 962 employees). Chorus has no other

obligations to provide pension benefits in respect of employees.

Charitable and political donations

Other costs include charitable donations to Consumer

Foundation of $89,000 (30 June 2017: Manaiakalani Education

Trust $75,000; the Consumer Foundation $12,550; and smaller

contributions to three other charities $2,313). Chorus has not

made any political donations (30 June 2017: nil).

Auditor remuneration

Included in other expenses are fees paid to auditors:

2018

$000's

2017

$000's

Audit and review of statutory financial statements 504 493

Regulatory audit and assurance work 308 308

Tax compliance services 40 –

Other assurance services

1

4 30

Other services

2

– 46

Total other services 352 384

Total fees paid to the auditor 856 877

1 Relates to attendance at the Annual Shareholders Meeting (30 June 2017: Relates to attendance at the Annual Shareholders Meeting and assurance

relating to EUR EMTN comfort letters).

2 Other services were nil (30 June 2017: Other services included preparation and presentation of hedge accounting training and sponsorship of an

award category at the New Zealand Innovation Awards, run by the New Zealand Innovation Council, which was previously owned by KPMG).

Annual Report 201851
Note 11 – Trade and other receivables

Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus transaction costs (if any).

They are subsequently measured at amortised cost (using the effective interest method) less impairment losses.

2018

$M

2017

$M

Trade receivables 98 100

CIP receivable 18 –

Other receivables 23 22

139 122

Prepayments 22 24

Trade and other receivables 161 146

Current 154 139

Non-current 7 7

Trade receivables are non-interest bearing and are generally

on terms of 20 working days or less.

CIP receivable is for premises passed and tested by CIP for which

funding has not been received. Refer subsequent events for

details of payments received since 30 June (note 21).

Chorus maintains a provision for impairment losses when there

is objective evidence of its customers being unable to make

required payments and makes provision for doubtful debt

where debt is more than 90 days overdue. There have been

no significant individual impairment amounts recognised as an

expense. Trade receivables are net of allowances for disputed

balances with customers.

The ageing profile of trade receivables is as follows:

2018

$M

2017

$M

Not past due 92 94

Past due 1–30 days 5 5

Past due 31–60 days 1 1

98 100

Chorus has a concentrated customer base consisting

predominantly of a small number of retail service providers.

The concentrated customer base heightens the risk that a dispute

with a customer, or a customer’s failure to pay for services, will

have a material adverse effect on the collectability of receivables.

Any disputes arising that may affect the relationship between

the parties will be raised by relationship managers and follow a

dispute resolution process. Chorus has $6 million of accounts

receivable that are past due but not impaired (30 June 2017:

$6 million). The carrying value of trade and other receivables

approximate the fair value. The maximum credit exposure is

limited to the carrying value of trade and other receivables.

There is no change to recognition of receivables as a result

of NZ IFRS 15.

Note 12 – Trade and other payables

Trade and other payables are initially recognised at fair value less transaction costs (if any). They are subsequently measured at

amortised cost using the effective interest method. Trade and other payables are non-interest bearing and are normally settled

within 30 day terms. The carrying value of trade and other payables approximate their fair values.

2018

$M

2017

$M

Trade payables 89 86

Accruals 198 182

Personnel accrual 20 20

Revenue billed in advance 63 58

Trade and other payables 370 346

Current 370 346

Non-current – –

Annual Report 201852
Note 13 – Commitments

Network infrastructure project agreement

Chorus is committed to deploying infrastructure for premises

in the UFB candidate areas awarded to Chorus, to be built

according to annual build milestones and to be complete by

no later than December 2019 for UFB1 and December 2022

for UFB2 and 2+. In total it is expected that the communal

infrastructure will pass an estimated 1,053,600 premises.

Chorus has estimated that it will cost $2.3 to $2.4 billion to

build the communal UFB network by the end of 2022.

Capital expenditure

Refer to note 2 and note 3 for details of capital expenditure

commitments.

Lease commitments

Refer to note 5 for details of lease commitments.

In March 2017 Chorus and Vodafone entered into a fibre swap

agreement relating to an RBI settlement. This resulted in a ten year

fibre lease commitment of $3 million with Chorus as the lessee.

This lease has commenced as expected during the year ended

30 June 2018, and has been captured in the leases payable total.

Note 14 – Taxation

Tax expense comprises current and deferred tax, calculated using

the tax rate enacted or substantively enacted at balance date

and any adjustments to tax payable in respect of prior years.

Tax expense is recognised in the income statement except

when it relates to items recognised directly in the statement

of comprehensive income, in which case the tax expense is

recognised in the statement of comprehensive income.

Deferred tax is recognised in respect of temporary differences

between the carrying amounts of assets and liabilities in

the financial statements and the amounts used for taxation

purposes. A deferred tax asset is recognised only to the extent

it is probable it will be utilised.

Current tax expense

2018

$M

2017

$M

Recognised in income statement

Net earnings before tax

122 159

Tax at 28% (35) (45)

Tax effect of adjustments

Other non-taxable items

(2) (1)

Tax expense reported in income statement (37) (46)

Comprising:

Current tax expense

– Current year

(11) (40)

– Adjustments in respect of prior periods (5) –

Deferred tax expense

– Current year

(25) (6)

– Adjustments in respect of prior periods 4 –

(37) (46)

Recognised in other comprehensive income

Movement in hedging related reserves

(10) 6

Tax at 28% 3 (2)

Tax expense reported in other comprehensive income 3 (2)

Comprising:

Deferred tax expense

3 (2)

3 (2)

Annual Report 201853
Opening equity tax expense

Current and deferred tax arising on the adoption of NZ IFRS 9

and NZ IFRS 15 which have been recognised directly in

opening equity rather than the income statement or other

comprehensive income.

2018

$M

2017

$M

Recognised in opening equity

Opening retained earnings

37 –

Opening other comprehensive income (10) –

Net earnings before tax 27 –

Tax at 28% (7) –

Income tax expense reported in opening equity (7) –

Current (3) –

Deferred (4) –

Current tax payable / (receivable)

2018

$M

2017

$M

Balance at 1 July (1) (3)

Prior period adjustment 5 –

Opening equity adjustment 3 –

Tax liability for the year 11 40

Tax paid (30) (38)

Balance at 30 June (12) (1)

Deferred tax payable

Fair value

portion of

derivatives

$M

EMTN

debt

securities

$M

Changes in

fair value

of hedging

reserves

$M

Network

assets,

software

and other

intangibles

$M

Finance

leases

$M

Other

$M

Total

$M

Balance at 1 July 2016 (5) 7 (9) 238 (37) – 194

Recognised in the income statement 1 (2) – 16 (5) (4) 6

Recognised in other comprehensive income – – 2 – – – 2

Balance at 30 June 2017 (4) 5 (7) 254 (42) (4) 202

Balance at 1 July 2017 (4) 5 (7) 254 (42) (4) 202

Recognised in opening equity – – (3) 7 – – 4

Recognised in the income statement 1 (2) – 40 (23) 5 21

Recognised in other comprehensive income – – (3) – – – (3)

Balance at 30 June 2018 (3) 3 (13) 301 (65) 1 224

Imputation credits

There are $137 million (30 June 2017: $154 million) of

imputation credits available for subsequent reporting periods.

The imputation credit balance represents the balance of the

imputation credit account at the end of the reporting year,

adjusted for imputation credits that will arise from the payment

of provisional tax relating to the year ended 30 June 2018.

Note 14 – Taxation (cont.)

Annual Report 201854
Note 15 – Cash and call deposits

Cash and call deposits are held with bank and financial

institutions counterparties rated at a minimum of A+,

based on rating agency Standard & Poor’s ratings.

There are no cash or call deposit balances held that are not

available for use.

The carrying values of cash and call deposits approximate

their fair values. The maximum credit exposure is limited

to the carrying value of cash and call deposits.

Cash and call deposits denominated in foreign currencies

are retranslated into New Zealand dollars at the spot rate

of exchange at the reporting date. All differences arising

on settlement or translation of monetary items are taken to

the income statement.

Cash flow

Cash flows from derivatives in cash flow and fair value hedge

relationships are recognised in the cash flow statement in the

same category as the hedged item.

For the purposes of the statement of cash flows, cash is

considered to be cash on hand, in banks and cash equivalents,

including bank overdrafts and highly liquid investments that are

readily convertible to known amounts of cash which are subject

to an insignificant risk of changes in values.

Note 16 – Equity

Share capital

Movements in Chorus Limited’s issued ordinary shares were as follows:

2018

Number of shares

(millions)

2017

Number of shares

(millions)

Balance 1 July 411 401

Dividend reinvestment plan 12 10

Issue of new shares 6 –

Balance at 30 June 429 411

Chorus Limited has 429,641,197 fully paid ordinary shares

(30 June 2017: 411,001,665 fully paid ordinary shares).

The issued shares have no par value. The holders of ordinary

shares are entitled to receive dividends as declared from time

to time, and are entitled to one vote per share at meetings of

Chorus Limited. Under Chorus Limited’s constitution, Crown

approval is required if a shareholder wishes to have a holding

of 10% or more of Chorus Limited’s ordinary shares, or if a

shareholder who is not a New Zealand national wishes to

have a holding of 49.9% or more of ordinary shares.

On 10 October 2017 and 16 April 2018 fully imputed dividends

of 12.5 cents per share and 9 cents per share respectively was

paid to shareholders. These two dividend payments totalled

$90 million (30 June 2017: 20.5 cents, $83 million).

Eligible shareholders (those resident in New Zealand or Australia)

can choose to have Chorus Limited reinvest all or part of

their dividends in additional Chorus Limited shares. For the

year ended 30 June 2018, 12,333,060 shares (30 June 2017:

10,201,926) with a total value of $47 million (30 June 2017:

$40 million) were issued in lieu of dividends. In the October issue

the dividend reinvestment plan was underwritten to the value of

$51 million for 13,692,543 new shares, of which 6,306,472 new

shares were issued for $23 million.

Chorus Limited issues securities to CIP based on the number of

premises passed. CIP securities are a class of security that carry

no right to vote at meetings of holders of Chorus Limited ordinary

shares but carry a preference on liquidation. Refer to note 6 for

additional information on CIP securities.

Should Chorus Limited return capital to shareholders, any return

of capital that arose on demerger is expected to be taxable as

Chorus Limited had zero available subscribed capital on demerger.

Employee share plans

Employee equity building scheme

Chorus operates an employee equity building scheme to

provide employees the opportunity to become familiar with

the shareholder experience. Chorus and eligible employees

contribute together to purchase shares on market. The shares

are then held by the Trustee (Trustees Executors Limited) and

vest to participating employees after a three year period.

No new scheme was started in the year ended 30 June 2018

so there were nil shares purchased for the employee share

plan this year (30 June 2017: 100,415 shares, $3.74 per share).

At 30 June 2018 the scheme holds 176,978 shares on behalf

of 636

employees (30 June 2017: 776 employees), as part of

existing plans.

Long-term performance share scheme

Chorus operates a long-term performance share scheme

for selected key management personnel.

Annual Report 201855
The August 2015 issue featured two grants. The shares relating

to the first grant vested on 30 June 2017 (2 year grant), and the

shares relating to the second grant vested on 30 June 2018

(3 year grant). The 3 year grant is made up of two tranches,

the first with a relative performance hurdle (Chorus’ actual total

shareholder return compared to other members of the NZX50)

and the second with an absolute performance hurdle (Chorus’

actual total shareholder return being greater than 10.8% per

annum compounding).

The August 2016 issue consisted of one three year grant.

The shares have a vesting date of 22 September 2019 and an

expiry date of 22 September 2020. The grant has an absolute

performance hurdle (Chorus’ actual total shareholder return

equalling or being greater than 9.8% per annum compounding)

ending on the vesting date, with provision for monthly retesting

in the following twelve month period (noting that the total

shareholder return continues to increase through this period).

The August 2017 issue consisted of one three year grant.

The shares have a vesting date of 8 September 2020 and an

expiry date of 8 September 2021. The grant has an absolute

performance hurdle (Chorus’ actual total shareholder return

equalling or being greater than 10.6% per annum compounding)

ending on the vesting date, with provision for monthly retesting

in the following twelve month period (noting that the total

shareholder return continues to increase through this period).

The shares are held by a nominee (Chorus LTI Trustee Limited)

on behalf of the participants, until after the shares vest when the

nominee is directed to transfer or sell the shares. Or if the shares

do not vest they may be held or sold by the nominee. The shares

carry the same rights as all other shares.

Participants have been provided with interest-free limited

recourse loans to fund the 481,907 shares purchased under the

LTI scheme (30 June 2017: 580,104 shares). There were 107,336

shares for the 2017 issue purchased on market at an average

price of $4.03, with 80,767 shares which had been forfeited

being included in the 2017 issue. 165,358 shares vested on

30 June 2018 but are not eligible for transfer until 27 August 2018.

The LTI scheme is an equity settled scheme and treated as an

option plan for accounting purposes. Each tranche of each grant

was valued separately. The tranche with a relative performance

hurdle was valued using a Monte Carlo simulation while the

tranche with the absolute performance hurdle was valued using

the Black Scholes valuation model.

The combined option cost for the year ended 30 June 2018

of $268,000 has been recognised in the income statement

(30 June 2017: $312,000).

Significant assumptions used in the valuation models are:

1) a volatility of the Chorus share price of 33%,

2) that dividends will be paid over the term of the scheme, and

3) an absolute TSR performance threshold percentage.

Reserves

Refer note 19 for information on the cash flow hedge reserve

and cost of hedging reserve.

Note 17 – Earnings per share

The calculation of basic earnings per share at 30 June 2018

is based on the net earnings for the year of $85 million

(30 June 2017: $113 million), and a weighted average number

of ordinary shares outstanding during the period of 422 million

(30 June 2017: 406 million), calculated as follows:

20182017

Basic earnings per share

Net earnings attributable to ordinary shareholders ($ millions)

85 113

Denominator – weighted average number of ordinary shares (millions) 422 406

Basic earnings per share (dollars) 0.20 0.28

Diluted earnings per share

Net earnings attributable to ordinary shareholders ($ millions)

85 113

Weighted average number of ordinary shares (millions) 422 406

Ordinary shares required to settle CIP equity securities (millions) 94 72

Ordinary shares required to settle CIP warrants (millions) 11 8

Denominator – diluted weighted average number of shares (millions) 527 486

Diluted earnings per share (dollars) 0.16 0.23

The number of ordinary shares that would have been required

to settle all CIP equity securities and CIP warrants on issue at

30 June has been used for the purposes of the diluted earnings

per share calculation.

Net tangible assets per security

Net tangible assets per security for the period 30 June 2018 was

$1.78 (30 June 2017: $1.95).

Note 16 – Equity (cont.)

Annual Report 201856
Note 18 – Related party transactions

Transactions with related parties

Certain Chorus Directors have relevant interests in a number of

companies that we have transactions with in the normal course

of business. A number of Directors are also non-executive

Directors of other companies. Any transactions undertaken with

these entities are in the ordinary course of business. Chorus has

loans to employees and nominees receivable at 30 June 2018

of $1.6 million (30 June 2017: $1.6 million) as outlined in the

employee share plan section of note 16. All loans outstanding

are interest-free limited recourse loans.

Key management personnel compensation

2018

$000's

2017

$000's

Short term employee benefits8,013 7,532

Termination benefits 1,539 –

Other long term benefits590 –

Share based payments 268 274

10,410 7,806

This table includes gross remuneration of $1.1 million (30 June 2017: $1.1 million) paid to Directors and $9.3 million

(30 June 2017: $6.7 million) paid to key management personnel for the year.

Note 19 – Derivative financial instruments

Chorus uses derivative financial instruments to reduce its

exposure to fluctuations in foreign currency exchange rates,

interest rates and the spot price of electricity. The use of hedging

instruments is governed by the treasury policy approved by the

Board. Derivatives are initially recognised at fair value on the

date a derivative contract is entered into and are subsequently

remeasured to fair value with an adjustment made for credit risk in

accordance with NZ IFRS 9: Financial Instruments. The fair values

are estimated on the basis of the quoted market prices for similar

instruments in an active market or quoted prices for identical or

similar instruments in inactive markets. Where quoted prices are

not available, the fair value of financial instruments is valued using

models where all significant inputs are observable.

The method of recognising the resulting remeasurement

gain or loss depends on whether the derivative is designated

as a hedging instrument. If the derivative is not designated

as a hedging instrument, the remeasurement gain or loss is

recognised immediately in the income statement.

During the year ended 30 June 2014 interest rate swaps with a

face value of $676 million and fair value of $31 million were reset

at the prevailing market interest rates. These transactions realised

$30 million of cash and resulted in an $11 million gain being

recorded in the cash flow hedge reserve to be amortised over the

period to 2020. During the year ended 30 June 2018 amortisation

of $4 million was recognised in finance income (30 June 2017:

$4 million) and $3 million was recognised in finance expense

(30 June 2017: $3 million). New swaps that hedge the same

underlying exposure and risk profile were entered into on the

same date, but at a higher effective borrowing cost (4.89%

compared to 3.99% prior to the transaction).

Finance expense includes any unrealised ineffectiveness arising

from the Euro Medium Term Notes (EMTN) hedge relationship.

Following the close out of the cross currency interest rate swaps

and interest rate swaps relating to the EMTN (GBP) the hedge

relationship was reset in December 2013 with a fair value of

$49 million. The unamortised balance of this original fair value

at 30 June 2018 is $8 million (30 June 2017: $15 million). As long

as the hedge remains effective any future gains or losses will

be processed through the hedge reserve, however the initial

fair value will flow to interest expense in the income statement

at some time over the life of the derivatives as ineffectiveness.

It will be a non-cash charge. Neither the direction, nor the

rate of the impact on the income statement can be predicted.

Due to the complex nature of this instrument, practical

expedients as introduced by NZ IFRS 9 have been applied for the

EMTN (GBP), thus the designation remains unchanged. For the

year to 30 June 2018 a debit of $7 million ineffectiveness was

recognised within finance expense in the income statement

(30 June 2017: $6 million debit).

In November 2016, Chorus repaid the Syndicated Bank Facility B

and the associated interest rate swaps expired, except one

that has been maintained and is not in a designated hedging

relationship. The fair value re-measurement of unrealised gains

or losses on the interest rate swaps that are not held in a hedging

relationship is recognised immediately in finance expense in the

income statement. For the period to 30 June 2018 $3 million

credit was recognised in finance expense (30 June 2017:

$6 million debit).

Annual Report 201857
In conjunction with the EMTN (EUR) 500 million issued

on 18 October 2017, Chorus entered into cross currency

interest rate swaps to hedge the foreign currency and foreign

interest rate risks on the EMTN (EUR). These swaps have an

aggregate principal of EUR 500 million on the receive leg

and NZD 785 million on the pay leg. Using the cross currency

interest rate swap, Chorus will pay NZD floating interest rates

and receive EUR nominated fixed interest with coupon payments

matching the underlying notes. Chorus designated the EMTN

and cross currency interest rate swaps into three part-hedging

relationships; a fair value hedge of EUR benchmark interest

rates, a cash flow hedge of margin and a cash flow hedge of

the principal exchange. For the period to 30 June 2018, there

was $2 million credit from a risk adjustment following NZ IFRS 9

adjustments on the EUR EMTN, recognised in ineffectiveness

(30 June 2017: $2 million debit). The cost of hedging (the fair

value of the change in currency basis spread) was recognised

in the cost of hedging reserve in the Statement of changes in

equity (refer note 1).

In addition to this, forward dated interest rate swaps have been

entered into during the reporting period. These are all held in

effective hedging relationships and their unrealised gains or

losses are recognised in the cash flow hedge reserve.

Hedge accounting

Chorus designates certain derivatives as either:

• Fair value hedges (of the fair value of recognised assets or

liabilities or firm commitments); or

• Cash flow hedges (of highly probable forecast transactions).

At inception each hedge relationship is formalised in NZ IFRS 9

compliant hedge documentation.

Chorus has a 1:1 hedge ratio and sources of ineffectiveness are

driven by credit value adjustment of derivatives, except for the

GBP EMTN relationship as explained above.

Cash flow hedges

For cash flow hedges the effective part of the changes

in fair value of the hedging derivative are deferred in other

comprehensive income and are transferred to the income

statement when the hedged item affects the income statement.

Any gain or loss relating to the ineffective portion of the hedging

instrument in cash flow hedge relationships are recognised in

the income statement.

Hedge accounting is discontinued when the hedge instrument

expires or is sold, terminated, exercised, or no longer qualifies

for hedge accounting.

Once hedging is discontinued, any cumulative gain or loss

previously recognised in other comprehensive income is

recognised in profit or loss either:

• at the same time as the forecast transaction; or

• immediately if the transaction is no longer expected to occur.

Cash flow hedge reserve

The cash flow hedge reserve comprises the effective portion of

the cumulative net change in the fair value of cash flow hedging

instruments related to hedged transactions that have not yet

affected the income statement.

For cash flow hedges, the effective portion of gains or losses

from remeasuring the fair value of the hedging instrument is

recognised in other comprehensive income and accumulated

in the cash flow hedge reserve. Accumulated gains or losses

are subsequently transferred to the income statement when the

hedged item affects the income statement, or when the hedged

item is a forecast transaction that is no longer expected to occur.

Alternatively, when the hedged item results in a non-financial

asset or liability, the accumulated gains and losses are included

in the initial measurement of the cost of the asset or liability.

A reconciliation of movements in the cash flow hedge reserve

follows:

2018

$M

2017

$M

Opening balance 22 26

Impact of adopting NZ IFRS 9 at 1 July 2017 (net of tax) 1 –

Opening balance at 1 July 23 26

Ineffective portion of changes in fair value of cash flow hedges 4 (15)

Effective portion of changes in fair value of cash flow hedges – 9

Amortisation of de-designated cash flow hedges transferred to income statement 1 1

Tax expense (1) 1

Closing balance 27 22

Note 19 – Derivative financial instruments (cont.)

Annual Report 201858
The periods in which the cash flows associated with cash flow hedges are expected to impact earnings are as follows:

30 June 2018

Within 1 year

$M

1–2 years

$M

2–3 years

$M

3–4 years

$M

4–5 years

$M

Greater than

5 years

$M

Cross currency interest rate swaps – 20 – – – 2

Interest rate swaps – 23 – – – 13

Forward exchange contracts 2 1 – – – –

2 44 – – – 15

30 June 2017

Cross currency interest rate swaps – – 13 – – 12

Interest rate swaps – – 31 – – –

Forward exchange contracts 2 – – – – –

2 – 44 – – 12

Fair value hedges

Under a fair value hedge, the hedged item is revalued at fair value

in respect of the hedged risk. This revaluation is recognised in the

income statement to offset the mark-to-market revaluation of the

hedging derivative.

Once hedging is discontinued, the fair value adjustment to the

carrying amount of the hedged item arising from the hedged

risk is amortised through the Income statement from that date

through to maturity of the hedged item. If the hedged item is

derecognised any corresponding fair value hedge adjustment

is immediately recognised in the income statement.

To hedge the interest rate risk and foreign currency risk on the

EUR EMTN, Chorus uses cross currency interest rate swaps.

For hedge accounting purposes these swaps were aggregated

and designated as two cash flow hedges and a fair value hedge.

Chorus hedges a portion of the EUR EMTN for Euro fixed rate

interest to Euro floating rate interest via a fair value hedge.

In this case the change in the fair value of the hedged risk is also

attributed to the carrying value of the EMTN (refer to note 4).

Cost of hedging reserve

The cost of hedging reserve captures changes in the fair value

of the cost to convert foreign currency to NZD of Chorus’

cross currency interest rate swaps on the EUR EMTN. This is

a new accounting treatment since the adoption of NZ IFRS 9

on 1 July 2017 (refer note 1). These changes were previously

recognised as ineffectiveness in finance expenses.

A reconciliation of movements in the cost of hedging reserve

follows:

2018

$M

Opening balance –

Impact of adopting NZ IFRS 9 at 1 July (net of tax) 6

Opening balance at 1 July6

Change in currency basis spreads (when excluded from the designation) 4

Tax expense (1)

Closing balance 9

Note 19 – Derivative financial instruments (cont.)

Annual Report 201859
Hedging instruments used (pre-tax):

Life to date values as at 30 June 2018

Year to date values recognised during the

year ended 30 June 2018

Carrying amount

of the hedging

instrument

Hedge effectiveness

in reserves

Hedge

effectiveness

Hedge

ineffectiveness

Currency

Maturity

years

Average

rate

Nominal

amount

of the

hedging

instrument

$M

Assets

$M

Liabilities

$M

Change in

value used for

calculating

hedge

ineffectiveness

$M

Cost of

hedging

reserve

$M

Cash

flow

hedge

(OCI)

$M

Cash flow

hedge

reclassified

to the

Income

statement

$M

Fair value

hedge

(Income

statement

gain)

$M

Recognised

in the Income

statement loss

$M

Cash flow hedges

Cross currency

interest rate swaps

NZD:GBP5 Floating677 2 (150)(34) – (38)46 – (7)

Interest rate swapsNZD24.89%676 – (33)(33) – (11) – – –

Interest rate swaps

(including forward

dated)

NZD1–83.25%1,150 – (18)(18) – 18 – – –

Forward exchange

rate contracts

NZD:USD1–20.7189 54 – – – – – – – –

Forward exchange

rate contracts

NZD:SEK1–25.8288 87 5 – 5 – 5 2 – –

Fair value and cash flow hedges

Cross currency

interest rate swaps

NZD:EUR5 Floating 785 70 (25)60 (12)(85)84 (5)2

Total hedged derivatives3,429 77 (226)(20)(12)(111)132 (5)(5)

Unhedged derivatives

Interest rate swap

NZD13.68%250 – (3) – – – – – –

Total derivatives3,679 77 (229)(20)(12)(111)132 (5)(5)

Current – 3 19 – –

Non-current – 74 210 – –

All hedging instruments can be found in the derivative finance

assets and liabilities in the Statement of financial position. Items

taken to the Income statement have been recognised in finance

expenses (refer note 4).

Credit risk associated with derivative financial instruments

is managed by ensuring that transactions are executed with

counterparties with high quality credit ratings along with credit

exposure limits for different credit classes. The counterparty credit

risk is monitored and reviewed by the Board on a regular basis.

Note 19 – Derivative financial instruments (cont.)

Annual Report 201860
Note 20 – Financial risk management

Chorus’ financial instruments consist of cash, short-term

deposits, trade and other receivables (excluding prepayments),

investments and advances, trade payables and certain other

payables, syndicated bank facility, EMTN, fixed rate NZD bonds,

derivative financial instruments and CIP securities. Financial risk

management for currency and interest rate risk is carried out

by the treasury function under policies approved by the Board.

Chorus’ risk management policy approved by the Board, provides

the basis for overall financial risk management.

Chorus does not hold or issue derivative financial instruments

for trading purposes. All contracts have been entered into with

major creditworthy financial institutions. The risk associated with

these transactions is the cost of replacing these agreements at

the current market rates in the event of default by a counterparty.

Currency risk

Chorus’ exposure to foreign currency fluctuations predominantly

arise from the foreign currency debt and future commitment

to purchase foreign currency denominated assets. The primary

objective in managing foreign currency risk is to protect

against the risk that Chorus assets, liabilities and financial

performance will fluctuate due to changes in foreign currency

exchange rates. Chorus enters into foreign exchange contracts

and cross currency interest rate swaps to manage the foreign

exchange exposure.

Chorus has issued GBP 260 million and EUR 500 million foreign

currency debt in the form of EMTN. For the GBP EMTN Chorus

has in place cross currency interest rate swaps under which

Chorus receives GBP 260 million principal and GBP fixed coupon

payments for $677 million principal and floating NZD interest

payments. For the EUR EMTN Chorus has in place cross currency

interest rate swaps under which Chorus receives EUR 500 million

principal and EUR fixed coupon payments for $785 million

principal and floating NZD interest payments. The exchange gain

or loss resulting from the translation of EMTN denominated in

foreign currency to NZD is recognised in the income statement.

The movement is offset by the translation of the principal value

of the related cross currency interest rate swap.

As at 30 June 2018, Chorus did not have any significant

unhedged exposure to currency risk (30 June 2017: no significant

unhedged exposure to currency risk). A 10% increase or decrease

in the exchange rate, with all other variables held constant, has

minimal impact on profit and equity reserves of Chorus.

Electricity price risk

In the normal course of business, Chorus is exposed to a

variety of financial risks which include the volatility in electricity

prices. Chorus has entered into electricity swap contracts

to reduce the exposure to electricity spot price movements.

Chorus has designated the electricity contracts as cash flow

hedge relationships.

A 10% increase or decrease in the spot price of electricity, with all

other variables held constant, has minimal impact on profit and

equity reserves of Chorus.

Interest rate risk

Chorus has interest rate risk arising from the cross currency

interest rate swap converting the foreign debt into a floating rate

NZD obligation. Where appropriate, Chorus aims to reduce the

uncertainty of changes in interest rates by entering into interest

rate swaps to fix the effective interest rate to minimise the cost

of net debt and manage the impact of interest rate volatility on

earnings. The interest rate risk on the entire GBP cross currency

interest rate swaps and a portion of the EUR cross currency

interest rate swaps have been hedged using interest rate swaps.

Interest rate repricing analysis

30 June 2018

Within

1 year

$M

1–2 years

$M

2–3 years

$M

3–4 years

$M

4–5 years

$M

Greater than

5 years

$M

Total

$M

Floating rate

Cash and deposits 50 – – – – – 50

Debt – – – – – 535 535

Fixed rate

Debt (after hedging) 250 677 400 – – – 1,327

CIP securities – – – – – 273 273

Leases (net settled) (5) (5) (1) 2 2 170 163

295 672 399 2 2 978 2,348

30 June 2017

Floating rate

Cash and deposits

170 – – – – – 170

Debt 535 – – – – – 535

Fixed rate

Debt (after hedging)

– 250 677 400 – – 1,327

CIP securities – – – – – 203 203

Leases (net settled) (5) (5) (5) (1) 2 168 154

700 245 672 399 2 371 2,389

Annual Report 201861
Sensitivity analysis

A change of 100 basis points in interest rates with all other variables held constant, would increase or decrease equity (after hedging)

and earnings after tax by the amounts shown below:

2018

$M

Profit or (loss)

2018

$M

Equity (increase)

or decrease

2017

$M

Profit or (loss)

2017

$M

Equity (increase)

or decrease

100 basis point increase 3 (50) 4 20

100 basis point decrease (3) 45 (4) (20)

Credit risk

In the normal course of business, we incur counterparty credit

risk from financial instruments, including cash, trade and other

receivables, finance lease receivables and derivative financial

instruments.

Chorus has certain derivative transactions that are subject

to bilateral credit support agreements that require us or the

counterparty to post collateral to support the value of certain

derivatives. As at 30 June 2018 no collateral was posted.

The maximum exposure to credit risk at the reporting date was

as follows:

Notes

2018

$M

2017

$M

Cash and call deposits15 50 170

Trade and other receivables11 139 122

Derivative financial instruments19 77 1

Finance lease receivable5 5 5

Maximum exposure to credit risk 271 298

Refer to individual notes for additional information on credit risk.

Chorus enters into derivative transactions under the International

Swaps and Derivatives Association (ISDA) master agreements.

The ISDA agreements do not meet the criteria for offsetting

in the statement of financial position. This is because Chorus

does not currently have any legally enforceable right to offset

recognised amounts. Under the ISDA agreements the right to

offset is enforceable only on the occurrence of future events

such as a default on the bank loans or other credit events.

The potential net impact of this offsetting is shown below.

Chorus does not hold and is not required to post collateral

against its derivative positions.

Net derivatives after applying rights of offset under

ISDA agreements:

2018

$M

2017

$M

Derivative assets77 1

Derivative liabilities (229)(271)

Net amount (152)(270)

Note 20 – Financial risk management (cont.)

Annual Report 201862
Liquidity risk

Liquidity risk is the risk that we will encounter difficulty raising liquid funds to meet commitments as they fall due or foregoing

investment opportunities, resulting in defaults or excessive debt costs. Prudent liquidity risk management implies maintaining

sufficient cash and the ability to meet its financial obligations. Chorus’ exposure to liquidity risk based on contractual cash flows

relating to financial liabilities is summarised below:

30 June 2018

Carrying

amount

$M

Contractual

cashflow

$M

Less than

1 year

$M

1–2 Years

$M

2–3 Years

$M

3–4 Years

$M

4–5 Years

$M

5+ Years

$M

Non derivative financial liabilities

Trade and other payables

370 370 370 – – – – –

Leases (net settled) 243 451 9 9 13 16 16 388

Debt 1,807 1,973 66 573 431 12 12 879

CIP securities 273 383 – – – – – 383

Derivative financial liabilities

Interest rate swaps

54 55 23 19 13 – – –

Cross currency interest rate swaps:

Inflows

– (1,498) (44) (551) (10) (10) (10) (873)

Outflows 101 1,575 67 520 38 38 38 874

Electricity contracts – 1 1 – – – – –

Forward exchange contracts:

Inflows

– (89) (68) (21) – – – –

Outflows4 92 70 22 – – – –

30 June 2017

Carrying

amount

$M

Contractual

cashflow

$M

Less than

1 year

$M

1–2 Years

$M

2–3 Years

$M

3–4 Years

$M

4–5 Years

$M

5+ Years

$M

Non derivative financial liabilities

Trade and other payables

268 268 268 – – – – –

Finance leases (net settled) 154 450 9 8 9 13 18 393

Debt 1,609 1,867 59 59 520 425 9 797

CIP securities 203 320 – – – – – 320

Derivative financial liabilities

Interest rate swaps

49 55 23 19 13 – – –

Cross currency interest rate swaps:

Inflows

– (1,397) (40) (40) (502) (9) (9) (797)

Outflows 225 1,840 67 73 757 43 45 855

Electricity contracts – 1 1 – – – – –

Forward exchange contracts:

Inflows

– (54) (45) (9) – – – –

Outflows 3 57 48 9 – – – –

The gross (inflows)/outflows of derivative financial liabilities

disclosed in the previous table represent the contractual

undiscounted cash flows relating to derivative financial liabilities

held for risk management purposes and which are usually not

closed out prior to contractual maturity. The disclosure shows

net cash flow amounts for derivatives that are net cash settled

and gross cash inflow and outflow amounts for derivatives that

have simultaneous gross cash settlement (for example forward

exchange contracts).

Chorus manages liquidity risk by ensuring sufficient access

to committed facilities, continuous cash flow monitoring

and maintaining prudent levels of short term debt maturities.

At balance date, Chorus had available $290 million under the

syndicated bank facilities (30 June 2017: $350 million).

Capital risk management

Chorus manages its capital considering shareholders’ interests,

the value of our assets and credit ratings. The capital Chorus

manages consists of cash and debt balances.

The Chorus Board’s broader capital management objectives

include maintaining an investment grade credit rating with

headroom. In the longer term, the Board continues to consider

a ‘BBB’ rating appropriate for a business like Chorus.

Note 20 – Financial risk management (cont.)

Annual Report 201863
Hedge accounting

Chorus designates and documents the relationship between

hedging instruments and hedged items, as well as the risk

management objective and strategy for undertaking various

hedge transactions. At hedge inception (and on an ongoing

basis), hedges are assessed to establish if they are effective in

offsetting changes in fair values or cash flows of hedged items.

Hedge accounting is discontinued if:

(a) the hedging instrument expires or is sold, terminated, or

exercised;

(b) the hedge no longer meets the criteria for hedge accounting;

or

(c) the hedge designation is revoked.

Hedges are classified into two primary types: cash flow hedges

and fair value hedges. Refer to note 19 for additional information

on cash flow and fair value hedge reserves.

Fair value

Financial instruments are either carried at amortised cost, less

any provision for impairment losses, or fair value. The only

significant variances between instruments held at amortised

cost and their fair value relates to the EMTN.

For those instruments, recognised at fair value in the statement

of financial position, fair values are determined as follows:

Level 1: Quoted market prices – financial instruments with

quoted prices for identical instruments in active markets.

Level 2: Valuation techniques using observable inputs –

financial instruments with quoted prices for similar

instruments in active markets or quoted prices for

identical or similar instruments in inactive markets.

Where quoted prices are not available, the fair value

of financial instruments is valued using models where

all significant inputs are observable.

Level 3: Valuation techniques with significant non-observable

inputs – financial instruments valued using models

where one or more significant inputs are not observable.

The relevant financial assets and financial liabilities and their

respective fair values are outlined in note 19 and are all Level 2

(30 June 2017: Level 2).

Cross currency interest rate swaps, interest rate swaps and

forward-dated interest rate swaps

Fair value is estimated by using a valuation model involving

discounted future cash flows of the derivative using the

applicable forward price curve (for the relevant interest rate

and foreign exchange rate) and discount rate.

Electricity swaps

Fair value is estimated on the ASX forward price curve that relates

to the derivative.

Note 21 – Post balance date events

Dividends

On 27 August 2018 Chorus declared a dividend in respect of

year ended 30 June 2018. The total amount of the dividend

is $56 million, which represents a fully imputed dividend of

13 cents per ordinary share.

CIP securities and Crown funding

There was one call notice issued on 29 June 2018 for 8,040

premises (UFB1) for which $9 million funding was received on

4 July 2018. This call notice was accrued for in these financial

statements. Additional to this, one call notice was issued since

30 June 2018 to CIP in respect to 7,528 premises (UFB1), with a

total aggregate issue price of $8 million. Of these, 5,676 premises

had been passed and tested by CIP before 30 June 2018 so

were also accrued for in these financial statements ($6 million).

A further 1,953 premises (UFB2) were passed and tested by CIP

by 30 June 2018 and were also accrued for in these financial

statements ($3 million), and will be called for by September 2018.

Note 20 – Financial risk management (cont.)

Annual Report 201864

Annual Report 201865
Governance

and disclosures

66 Our Board

68 Corporate governance framework

73 Managing risk

75 Acting ethically

77 Diversity and inclusion

80 Remuneration and performance

86 Disclosures

92 Glossary

Annual Report 201866
Our Board

Patrick Strange

BE (Hons), PhD

Chair

Director since 6 April 2015;

Independent

Patrick has spent 30 years

working as a senior executive

and director in both private

and listed companies,

including more than six

years as Chief Executive

of Transpower where he

oversaw Transpower’s

$3.8 billion of essential

investment in the National

Grid. Patrick is currently

a director of Mercury NZ,

NZX Limited, Auckland

International Airport and

on the board of Essential

Energy Australia.

Patrick is chair of our

Nominations and Corporate

Governance Committee.

Jon Hartley

BA Econ Accounting

(Hons), Fellow ICA

(England & Wales),

Associate ICA (Australia),

Fellow AICD

Deputy Chair

Director since 1 December

2011; Independent

Jon is a Chartered

Accountant and Fellow

of the Australian Institute

of Company Directors.

He has held senior roles

across a diverse range of

commercial and not for

profit organisations in several

countries, including as chair

of SkyCity, deputy chair of

ASB Bank and Sovereign

Assurance Company, director

of Mighty River Power, CEO

of Brierley New Zealand

and Solid Energy, and CFO

of Lend Lease in Australia.

Jon is currently chair of

Timberlands, VisionFund

International and the

Wellington City Mission

and a trustee of World

Vision New Zealand.

Jon is on our Audit and Risk

Management Committee

and our Nominations and

Corporate Governance

Committee.

Mark Cross

BBS, CA

Director since 1 November

2016; Independent

Mark has extensive corporate

finance experience, both

as a professional director

and consultant, and during

his earlier investment

banking career.

Mark has held senior

positions with Deutsche Bank

in London and Australia,

and prior to that at Lloyds

Corporate Finance/Southpac

Corporation in Australia and

New Zealand.

Mark is currently chair of

Milford Asset Management,

MFL Mutual Fund and

Superannuation Investments,

and a director of Z Energy,

Argosy Property and

Genesis Energy.

Mark is a member of

Chartered Accountants

Australia and New Zealand

and a chartered member of

the New Zealand Institute

of Directors.

Mark is on our Audit and Risk

Management Committee.

Prue Flacks

LLB, LLM

Director since 1 December

2011; Independent

Prue is a professional director

with experience across a

range of industries.

Prue was formerly a

commercial lawyer and

a partner in the national

law firm Russell McVeagh

for 20 years. Her expertise

included corporate

and regulatory matters,

corporate finance,

capital markets and

business restructuring.

Prue is currently a director

of Bank of New Zealand

and Mercury NZ, and chair

of Queenstown Airport

Corporation. She is a

chartered member of

the New Zealand Institute

of Directors.

Prue is chair of our Human

Resources and Compensation

Committee and on our

Nominations and Corporate

Governance Committee.

Annual Report 201867
Our Board and management are committed to

ensuring our people act ethically, with integrity

and in accordance with our policies and values.

Murray Jordan

MProp

Director since 1 September

2015; Independent

Murray has extensive

experience in the

management of highly

customer focused

organisations and in

navigating extremely complex

stakeholder environments

including as Managing

Director of Foodstuffs North

Island, one of New Zealand’s

largest companies.

Murray has also previously

held various general manager

positions at Foodstuffs and

management roles in the

property investment and

development sectors. He is a

director of Metcash Limited,

an ASX listed company,

SkyCity and Stevenson

Group, and a Board Trustee

of Starship Foundation.

Murray is on our

Human Resources and

Compensation Committee.

Jack Matthews

BA Philosophy, College

of William and Mary

Director since 1 July 2017;

Independent

Jack is an experienced

Director who has held a

number of senior leadership

positions within the media,

telecommunications and

technology industries in

Australia and New Zealand.

Most recently, Jack was

CEO of Fairfax Media’s Metro

Division where he was

responsible for managing

and integrating the print,

online and mobile assets of

The Sydney Morning Herald,

The Age and The Canberra

Times. Prior to that, Jack

was CEO of Fairfax Digital,

Chief Operating Officer of

Jupiter TV (Japan) and CEO

of TelstraSaturn based in

Wellington.

Jack is currently the chair of

MediaWorks, a director

of The Network for Learning

and APN Outdoor Group and

a former director of Trilogy

International and Crown

Fibre Holdings.

Jack is on our Human

Resources and Compensation

Committee.

Kate McKenzie

BA, LLB

Managing Director

since 20 February 2017;

Non-independent

Kate has an extensive

communications

infrastructure background

including as Telstra Australia’s

Chief Operations Officer,

responsible for Telstra’s field

services, IT and network

architecture and operations.

Prior to that, Kate held other

senior positions at Telstra

including Group Managing

Director, Innovation, Products

and Marketing, Group

Managing Director, Wholesale,

and Group Managing Director,

Regulatory, Public Policy and

Communications.

Prior to joining Telstra,

Kate was a CEO in the

NSW Government of the

Departments of Commerce,

Industrial Relations and the

Workcover Authority.

Kate is currently on the board

of Allianz, having previously

been on the boards of Foxtel,

Sydney Water, Reach, CSL

and Workcover. She is also is

a member of Chief Executive

Women and has had a long

history of involvement in

promoting the interests of

indigenous communities.

Anne Urlwin

BCom, FCA, CFInstD,

MAICD, FNZIM, ACIS

Director since 1 December

2011; Independent

Anne has extensive

directorship experience

across many sectors,

including energy, health,

construction, regulatory

services, internet

infrastructure, research,

banking, forestry and

the primary sector, as

well as education, sports

administration and the arts.

Anne is a director of Tilt

Renewables, City Rail

Link, Southern Response

Earthquake Services, Steel

& Tube Holdings, OnePath

Life (NZ), and Summerset

Group. Anne is also

independent chair of the

Ngāi Tahu Te Rūnanga Audit

and Risk Committee, the

former chair of commercial

construction group

Naylor Love Enterprises,

Lakes Environmental, the

New Zealand Blood Service,

internet domain name

registry operator NZRS and

a former director of

Meridian Energy.

Anne is chair of our Audit

and Risk Management

Committee.

Annual Report 201868
Corporate governance framework

As a New Zealand company listed on the NZX our corporate

governance policies and practices meet or exceed the

standards of that market. We have adopted and fully

followed the recommendations set out in the NZX Corporate

Governance Code following its implementation.

Although we have an ASX “foreign exempt” listing status

1


we also continue to take into account the ASX Corporate

Governance Code in our governance practices and policies.

Our Board regularly reviews and assesses our governance

policies, processes and practices to identify opportunities

for enhancement.

Our corporate governance practices are outlined below

and in our Corporate Governance Statement available at

www.chorus.co.nz/governance.

Key corporate governance documents are also available at

www.chorus.co.nz/governance.

Our Board’s role

Our Board is appointed by shareholders and has overall

responsibility for strategy, culture, health and safety,

governance and performance.

1 An ASX foreign exempt listing is based on the principle of “substituted compliance”. This means our primary obligation is to comply with the NZX

listing rules (as our “home exchange”). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.

2 Directors holding office the longest since last standing for election/re-election are those required to retire. Retiring Directors may stand for re-election.

Kate McKenzie, as Managing Director, is exempt from these requirements but must stand for re-election at least once every five years.

Board membership

Our Board’s skills, experience and composition supports

effective governance and decision making, positioning

it to add value.

Supported by the Nominations and Corporate Governance

Committee (NCGC) our Board regularly assesses its

composition utilising a skills matrix and annual evaluation

processes. Training is provided or recruitment undertaken

if new or additional skills or experience are required. This

ensures there is diversity of thought, skills and expertise and

that our Board remains aligned with our strategic direction.

As at 30 June 2018 we had eight Directors (seven

independent Directors and the Managing Director).

Directors are not appointed for specified terms. However,

our Constitution and the NZX listing rules require at least

one third of our Directors to retire at each annual

shareholders meeting (ASM).

2

We recognise that women and ethnic minorities are

still under-represented in the leadership of New Zealand

businesses and our Board remains actively conscious

of this in its succession planning. More information on

our approach to diversity is set out later in this report.

Our Board Charter sets out our Board’s roles and responsibilities. They include:

Strategy &

performance

• Developing strategy

• Approving and reviewing performance against strategy, business plans and budgets

Financial oversight

& reporting

• Monitoring the integrity of, and where appropriate approving, financial and corporate reporting

(including external audit)

• Setting, monitoring and reviewing our internal audit plan

Risk management• Ensuring an appropriate risk management framework has been established, setting risk appetite,

regularly reviewing principal risks and overseeing the management of material business risks

Health & safety• Setting the strategy, culture and expectations in relation to health and safety

Board composition

& performance

• Reviewing and evaluating Board, Board committee and individual Director performance

• Board succession planning

• Appointing members to Board committees

Governance• Overseeing corporate governance, including reviewing key governance documents

• Carrying out the functions specifically reserved to our Board and its committees under Board approved

policies and committee charters

• Monitoring compliance with our continuous disclosure obligations

People• Reviewing and approving remuneration and people strategies, structures and policies

• Appointing and removing our CEO, CFO and General Counsel & Company Secretary

• Assessing the measurable objectives set for, and progress towards achieving, our diversity and

inclusiveness goals

Significant transactions• Approving major capital expenditure and business activities outside the limits delegated to management

Annual Report 201869
Our Board has determined that collectively its Directors have a broad range of managerial, financial, accounting and industry

skills and experience in the key areas set out below.

Skill/experience Description Combined Board

Capital markets

and investment

Experience in, and understanding of, capital markets, market regulation,

capital investment and the investor experience

Communications

connectivity and

technology

Understanding, expertise and/or experience in communications connectivity,

adopting new technologies, leveraging and implementing technologies

Governance –

financial, audit,

legal, listed company

Experience with, and a commitment to, high corporate governance standards

including in listed companies

Understanding financial business drivers, and/or experience implementing or

overseeing financial accounting, external reporting and internal financial controls

Physical infrastructure

and operations including

contracting, safety and

risk

Experience in leading, and/or understanding of, physical infrastructure operations,

including contracting

Commitment and experience in management of workplace safety

Experience anticipating and identifying key risks and monitoring the effectiveness

of risk management frameworks and controls

Governance –

executive experience

in large businesses

Executive experience in leading large businesses, developing and implementing

strategy and strategic objectives, assessing business plans and driving execution

Infrastructure

regulation

Understanding the current and developing regulatory environment, complexities

and actual and potential impacts

Expertise identifying and managing legal, regulatory, public policy and corporate

affairs issues

Customer

experience

Experience in customer-led transformation, customer focus and/or customer

centric organisations

Moderate experienceSome experience Substantial experience

Figure 10:Figure 11:

Director tenureBoard gender diversity

0–3 years

3–6 years

6+ years

Female

Male

38%

12%

50%

Annual Report 201870
Appointment

Our Board may appoint additional Directors to our Board

or to fill a casual vacancy.

The independence, qualification, skills and experience

needed for the future and those of existing Board members

are reviewed before appointing new Directors. External

advisors are also engaged to identify potential candidates.

To be eligible for selection, candidates must demonstrate

appropriate qualities and satisfy our Board they will commit

the time needed to be fully effective in their role.

Appropriate checks are undertaken before a candidate

is appointed or recommended for election as a Director,

including as to the person’s character, experience,

education, criminal record and bankruptcy history.

Shareholders may also nominate candidates for appointment

to our Board. In addition, under the agreements entered into

with CIP relating to our UFB fibre upgrades, CIP is entitled to

nominate one person as an independent Director (they have

never used this right).

We have written agreements with each non-executive Director

setting out the terms of their appointment, including obligations

and responsibilities, compliance with our policies (including

code of ethics and securities trading) and continuing education.

Director induction and education

Our Director induction programme ensures new Directors

are appropriately introduced to management and our

business, acquaints Directors with relevant industry

knowledge and familiarises them with key governance

documents and stakeholder relationships.

Our Directors are expected to continuously educate

themselves to ensure they maintain appropriate expertise

to effectively perform their duties.

We hold dedicated Board education sessions covering

a range of topical matters, which this year included:

• Technical, industry and regulatory developments

domestically and internationally;

• Innovation and disruptive technologies;

• Current and emerging business and technology trends; and

• Culture, ways of working and working preferences.

Visits to our operations, briefings from key management,

industry experts and key advisers, together with educational

and stakeholder visits, are also arranged for our Board.

Review and evaluation of Board performance

Our Board uses internally and externally facilitated

performance and evaluation processes overseen by

our NCGC. As part of this process our chair meets

with Directors individually to discuss performance.

Our Board also formally engages in annual:

• Reviews of our Board chair and deputy chair, and chairs of

our standing Board committees;

• Confirmations of our Board chair and deputy chair, and

chairs of our standing Board committees; and

• Performance discussions of individual Directors standing

for re-election.

Our Board has carried out, in the reporting period, an internal

review of its performance, that of individual Directors and

standing Board committees using the evaluation process

developed and overseen by our NCGC.

In addition to Board performance reviews, our Board also

takes a forward focused approach to future Board capability,

composition and the potential contribution of each

existing Director.

Independent advice

A Director may, with our chair’s prior approval (or in the chair’s

absence deputy chair’s approval), take independent professional

advice (including legal advice) and request the attendance of

advisers at Board and Board committee meetings.

Independence

All our Directors are independent directors except for

Kate McKenzie, our CEO and Managing Director.

For a Director to be considered independent our Board

must affirmatively determine he or she does not have a

disqualifying relationship as set out in our Board Charter.

These disqualifying relationships reflect those set out in

the NZX listing rules and ASX Corporate Governance Code.

Our Board has not set financial materiality thresholds for

determining independence but considers materiality in

the context of each relationship and from the perspective

of the parties to that relationship.

Delegation of authority

Our Board has overall responsibility for strategy,

culture, health and safety, governance and performance.

Implementation of our Board approved strategy, business

plan and governance frameworks, and responsibility for

developing our culture and health and safety practices, is

delegated by the Board to management through the CEO.

As such our CEO (with the support of her executive team)

is responsible for Chorus’ day-to-day management and

operations and reports to the Board on key performance,

management and operational matters.

Our CEO sub-delegates authority to her executive team

and they sub-delegate their authority to other Chorus

employees within specified financial and non-financial limits.

Formal policies and procedures govern the parameters and

operation of these delegations.

Annual Report 201871
Three standing Board committees also assist our Board in

carrying out its responsibilities. Some Board responsibilities,

powers and authorities are delegated to those committees.

Other committees may be established and specific

responsibilities, powers and authorities delegated

to those committees and/or to particular Directors.

Board committees

Board committees assist our Board by focusing on specific

responsibilities in greater detail than is possible for the Board

as a whole. Each standing Board committee has a Board

approved charter and chair.

Audit and Risk Management Committee (ARMC)

RoleOur ARMC assists our Board in ensuring oversight of all matters relating to risk management, financial

management and controls and financial accounting, audit and reporting

MembersAnne Urlwin (chair), Jon Hartley, Mark Cross

IndependenceAll committee members are independent Directors

Responsibilities• Overseeing the quality and integrity of external financial reporting

• Considering the adequacy of internal controls

• Regularly reviewing principal risks and risk, compliance and fraud reporting

• Recommending to our Board the appointment, and if necessary removal, of the external auditor

• Assessing the adequacy of the external audit and independence of the external auditor

• Reviewing and monitoring the internal audit plan and reporting

• Overseeing the independence and objectivity of the internal audit function

• Reviewing compliance with applicable laws, regulations and standards

Human Resources and Compensation Committee (HRCC)

RoleOur HRCC assists our Board in overseeing people policies and strategies, including remuneration and

performance frameworks

MembersPrue Flacks (chair), Murray Jordan, Jack Matthews

IndependenceAll committee members are independent Directors

Responsibilities• Reviewing remuneration and human resources strategy, structure and policies

• Approving annual remuneration increase guides and budgets

• Approving the employment terms of our CEO’s executive direct reports

• Approving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports (except

our CFO and General Counsel & Company Secretary whose appointment is approved by our Board)

• Reviewing candidates for, and the performance and remuneration of, our CEO

• Reviewing our CEO’s performance evaluation of her executive direct reports

• Developing and annually reviewing and assessing diversity and its reporting

• Overseeing recruitment, retention and termination policies and procedures for senior management

• Making recommendations (including proposing amendments) to our Board with respect to senior executive

(including CEO) incentive remuneration plans

• Annually reviewing non-executive Director remuneration and recommending any changes to the Board

Our

Shareholders

Chorus

Limited Board

CEO

Executive

Team

Our

People

Audit and Risk

Management Committee

Human Resources and

Compensation Committee

Nominations and Corporate

Governance Committee

Annual Report 201872
Nominations and Corporate Governance Committee (NCGC)

RoleOur NCGC assists our Board in promoting and overseeing continuous improvement of good corporate

governance

MembersPatrick Strange (chair), Jon Hartley, Prue Flacks

IndependenceAll committee members are independent Directors

Responsibilities• Identifying and recommending suitable candidates for appointment to our Board and Board committees

• Considering the size, skills mix and composition of our Board

• Developing, reviewing and making recommendations to our Board on corporate governance principles

• Establishing, developing and overseeing a process for the annual review and evaluation of Board, Board

committee, and individual Director performance

• Developing and reviewing Board succession planning (including for the chair)

• Monitoring compliance with our codes of ethics and managing breaches of the Director Code of Ethics

• Reviewing and overseeing the induction of new Directors and the continuous education of our Board

Board and Board committee meeting attendance in the year ended 30 June 2018

Regular Board

meetings

Other Board

meetings

1

ARMCHRCCNCGC

Total number of

meetings held

86452

Patrick Strange862

Jon Hartley8642

Mark Cross764

Prue Flacks8652

Murray Jordan855

Jack Matthews

2

864

Anne Urlwin864

Kate McKenzie

3

86

Keith Turner

4

211

Notes:

1 Includes dedicated Board education, and strategy and business planning, meetings. Directors also have at least one

health and safety site visit each year.

2 Jack Matthews joined our HRCC on 10 November 2017.

3 Kate McKenzie is not a member of any Board committee but attended all committee meetings as CEO and an observer.

4 Keith Turner stepped down from our Board and HRCC on 1 November 2017.

Director attendances at committee meetings of which they are not members are not recorded above.

Annual Report 201873
Like all businesses, we are exposed to a range

of risks. Our risk management activities aim

to ensure we identify, prioritise and manage

key risks so we can execute our strategies and

achieve our goals.

Risk management

No business can thrive without taking risk. Effective risk

management is about informed risk taking and appropriate

and active risk management.

We seek to understand and respond to our current and

future business environment, actively and robustly evaluating

opportunities and initiatives which protect and achieve

our business strategies. We strive to understand, meet and

appropriately balance stakeholders’ expectations to deliver

value to shareholders and a sustainable environment for

Chorus in the long term.

Our Board

Our Board is ultimately responsible for risk management

governance:

• Annually setting risk appetite and tolerances and

reviewing principal risks;

• Approving and regularly reviewing our Managing Risk

Policy and risk management framework;

• Promoting a culture of proactively managing risk; and

• Through our ARMC, providing risk oversight and monitoring.

Risk appetite

Our risk appetite sets our tolerable levels of risk and

forms a dynamic link between strategy, target setting

and risk management. It draws together risk metrics and

management to set boundaries for day-to-day decision

making and reporting.

Principal risks

Principal risks are our key risks. These are assessed on a

risk profile identifying likelihood of occurrence and potential

severity of impact. Current principal risk categories are

identified via a comprehensive enterprise risk management

framework encompassing financial and non-financial risks.

They include:

• Business risk: e.g. network quality and availability;

customer; competitive environment; IT; suppliers;

technological change;

• People & culture: e.g. health & safety; engagement;

capability; talent;

• Regulatory risk: e.g. regulatory environment;

legal compliance; and

• Financing risk: e.g. capital management.

Risk management processes

Our Managing Risk Policy mandates one framework

for risk management to:

• Integrate risk management in line with our Board’s

risk appetite into structures, policies, processes and

procedures; and

• Deliver regular principal risk reviews, reporting

and monitoring.

Principal risks are owned by relevant executives. This

promotes integration into operations and planning and

a culture of proactive risk management. Notwithstanding

individual ownership, our CEO and executive hold collective

responsibility for considering how risk and events inter-relate

and for managing our overall risk profile.

Principal risks are reported to our ARMC quarterly and

as required by exception. Our ARMC reports to our Board.

Principal risks are assessed with each responsible executive

The risk and

control environment

2. Risk assessment and ratings

– Risk assessment (likelihood and impact)

– Risk ratings (critical, high, medium, low)

5. Annual risk reviews

– Completeness,

accuracy and validity

of principal risks

– Effectiveness of the

risk management

process

1. Risk identification and description

– Risk identification and description

– Recording principal risks

3. Risk mitigations

– Risk responses

– Mitigating controls

– Action plans

4. Regular risk reporting

– Mitigation status

– Risk trends

– Current and potential risks

– Action plan status

Assurance

Management assurance

Independent assurance

(including internal audit,

external audit)

Managing risk

Annual Report 201874
and collectively with the executive team before being

reported to the ARMC. This allows for constructive challenge

and debate. Project and functional area risk assessment and

monitoring is undertaken by each responsible executive

with assistance from our Manager Risk & Business Assurance.

Our Board also receives management and other internal and

external reporting over risk positions and risk management

operation (including from internal audit plans approved by

the ARMC) through our overall governance framework.

Our risks are not static. Our CEO and executive regularly seek

to identify emerging risks in line with our strategic direction

and risk management framework.

Before our Board approves the financial statements, our

CEO and CFO provide a certificate as to the appropriateness

of those financial statements.

Internal audit

We operate a co-sourced internal audit model with our

Manager Risk & Business Assurance supported by external

advisors (principally PricewaterhouseCoopers) to provide

additional resource and specialist expertise as required.

The responsibilities of our internal audit function include:

• Assisting our ARMC and Board in their assessment of

internal controls and risk management;

• Developing an audit plan for review and approval by the

ARMC each year;

• Undertaking the plan and reporting progress against it,

significant changes, results and issues identified; and

• Escalating issues as appropriate (including to our ARMC

and/or Board chairs).

Our executive team and ARMC monitor key outstanding

internal audit issues and recommendations as part of regular

quarterly reporting and review.

Our ARMC has direct and unrestricted access to our internal

audit function, including meeting them without management.

Our Manager Risk & Business Assurance has a management

reporting line to our General Counsel & Company Secretary

and a direct reporting line to our ARMC. Our ARMC reviews

the remuneration and incentive arrangements of our

Manager Risk & Business Assurance each year.

External auditor

Our Board and ARMC monitor the ongoing independence

and quality of our external auditor. Our ARMC also meets

with our external auditor without management present.

Our ARMC Charter and External Auditor Independence

Policy amongst other things:

• Prohibit the provision of certain non-audit services

by our external auditor;

• Require ARMC pre-approval of all audit and permitted

non-audit services;

• Require our external auditor lead/engagement partner

to be rotated every five years (with a five year cooling off

period) and other audit partners to be rotated every seven

years (with a two year cooling off period);

• Require our ARMC to review our external auditor’s fees half

yearly (including the ratio of fees for audit vs. non-audit

services); and

• Impose restrictions on the employment of former external

audit personnel.

The non-audit services undertaken by our external auditor

KPMG in the year to 30 June 2018 are set out in note 10 of

the financial statements in this report. Those services were

provided in accordance with our ARMC Charter and External

Auditor Independence Policy and did not affect KPMG’s

independence, including because:

• They were approved only where we were satisfied they

would not have a material bearing on KPMG’s external

audit procedures; and

• They did not involve KPMG acting in a managerial or

decision-making capacity.

KPMG confirm their independence via independence

declarations every six months.

Our external auditors attend our ASM each year.

Annual Report 201875
Acting ethically

Codes of ethics

Directors and employees are expected to act honestly and

with high standards of personal integrity. Codes of ethics

for our Directors and employees set the expected minimum

standards for professional conduct. These codes facilitate

behaviour and decisions that are consistent with our values,

business goals and legal and policy obligations, including

in respect of:

• Conflicts of interest;

• Gifts and personal benefits;

• Use of corporate property, opportunities and information;

• Confidentiality;

• Compliance with laws and policies; and

• Reporting unethical behaviour.

We have communicated our codes of ethics and provided

training to our Directors and employees. Our people are also

encouraged to report any unethical behaviour. All reported

breaches of our codes of ethics are investigated.

Other policies reinforce the behaviours we expect at Chorus,

including:

• Bribery & gifts: Acceptance of bribes, or gifts/other

benefits which could be perceived as influencing

decisions, are prohibited under our People Code of

Ethics Policy. Our Acceptance of Gifts Policy sets out the

parameters within which gifts and entertainment may

be accepted and our approval processes for gifts and

entertainment over $150.

• Anti-bullying, Harassment and Discrimination: Our Anti-

bullying, Harassment and Discrimination Policy reinforces

our commitment to a psychologically and physically

safe working environment including our zero tolerance

approach to bullying, harassment and discrimination.

• Whistle blowing and fraud: Our Whistle Blowing and

Fraud policies allow for confidential reporting of serious

misconduct or wrongdoing and suspected fraud or

corruption.

We did not receive any reports of serious instances

of unethical behaviour in the year to 30 June 2018.

Trading in Chorus securities

All non-executive Directors are encouraged to hold

Chorus shares.

All trading in Chorus securities by Directors and employees

must be in accordance with our Insider Trading Policy.

That policy prohibits trading in Chorus securities while in

possession of inside information and requires, amongst

other things:

• Directors to notify, and obtain consent from, the chair

(or in the chair’s case, the chair of our ARMC) before

trading; and

• Employees identified as potentially coming across

information which may be market sensitive (“restricted

persons”), to obtain consent from our General Counsel &

Company Secretary (or in our General Counsel & Company

Secretary’s case, our Board chair) before trading.

Trading in Chorus shares or NZX listed bonds by Directors is

disclosed to our Board, the NZX and ASX. Trading by “senior

managers” is disclosed to the NZX.

Market disclosures

We are committed to providing timely, consistent and

credible information to promote orderly market behaviour

and investor confidence. We believe disclosure should be

evenly balanced during good times and bad, and that all

parties in the investment community have fair access to

information.

We have a Board approved Disclosure Policy and a CEO

approved Market Disclosure Policy setting out our

disclosure responsibilities and processes in more detail.

Our disclosure policies are designed to ensure:

• Roles of Directors, executives and employees are clearly

set out.

• Appropriate reporting and escalation mechanisms are

established to ensure potentially material matters are

escalated appropriately.

• There are robust and documented confidentiality protocols

in place where appropriate.

• Only authorised spokespersons comment publicly, within

the bounds of information which is either already publicly

known or non-material.

Our approach to tax

We take our tax obligations seriously and work closely with

Inland Revenue to ensure we meet our tax obligations.

We obtain external advice and Inland Revenue’s views

(through informal correspondence, determinations or rulings)

in respect of unusual or material transactions.

As we operate only in New Zealand all our tax is paid in

New Zealand at the prevailing corporate tax rate (currently

28%). We have paid all taxes we owe and all tax compliance

obligations are up to date.

Annual Report 201876
Shareholder communications

and meetings

We are committed to fostering constructive

relationships with shareholders that encourage

engagement with us, including by:

• Communicating clearly and effectively with them;

• Giving ready access to balanced and understandable

information;

• Making it easy for shareholders to participate in general

meetings; and

• Maintaining an up to date website providing information

about our business and affairs.

Our investor relations programme is designed to further

facilitate two-way communication with shareholders, provide

them and other market participants with an understanding

of our business, governance and performance and an

opportunity to express their views. As part of this programme

we enable investors and other interested parties to ask

questions and obtain information, meet with investors and

analysts and undertake formal investor presentations. Our

annual and half year results presentations are made available

to all investors via webcast.

Annual meetings are held in main centres and webcast to

enable shareholders to view and hear proceedings online.

We enable shareholders to vote by proxy ahead of meetings

without having to physically attend or participate in those

meetings and adopt the one share one vote principle,

conducting voting at shareholder meetings by poll.

Shareholders are also able to ask questions of, and express

their views in respect of, our Board, management and

auditors (including via appointed proxies) at and before

annual meetings.

We encourage shareholders to communicate with us and

our share registrar electronically, including by providing

email communication channels and online contact details

and instructions on our website.

Annual Report 201877
Diversity and inclusion

81% of our employees see evidence that

we are committed to being a fully inclusive

workplace for all employees.

Our business purpose is to keep New Zealand new. This 

is a purpose fundamentally about people. If we're to truly

deliver on this, we know we need the best people, in

the best environment, in which the best ideas can grow.

We value the differences our people bring to Chorus.

We believe greater diversity and inclusion within our

business will maximise our collective capability, allow

us to leverage diversity of thought, and better reflect and

understand our diverse customer base. This in turn should

lead to better decision making and higher shareholder value.

Diversity and Inclusion at Chorus is about Belonging.

Our strategy to promote Belonging is focused on building

an inclusive culture which strengthens our collective

capability. We aim to attract, identify and retain diverse

talent and leverage the diversity of our people.

Belonging is brought to life at

Chorus through four focus areas:

Flexible and adaptable workforce

As the world of work rapidly changes our employees

will need to continuously adapt and evolve to succeed.

In turn, we also need to be flexible in the way we ask

our people to work to get the best out of them. We’re

committed to offering flexible work options that suit

a variety of roles and personal circumstances. We’re

working on more initiatives to support this, including

trialling new workspaces, reviewing leave policies

and challenging traditional ways of working. We offer

change and resilience workshops to our employees,

with 75% of our people leader community and 50%

of our employee population participating to date.

Diverse leadership

Our objective is for gender and ethnic diversity in our

leadership population equal to the gender and ethnic

distribution of Chorus.

We had five male and three female directors at 30 June

2018, consistent with the prior year. Non-executive

directors were also the same at the end of FY18 with

five male and two female non-executive directors. Our

executive (officers or senior managers), comprising our

chief executive and her leadership team, had six male

and four female members as at 30 June 2018 (30 June

2017: six male, three female).

1

2

Figure 14:

Gender by group

20%

40%

60%

80%

100%

ALL


CHORUS

PEOPLE


LEADERS

EXECUTIVE

NON-EXECUTIVE


DIRECTORSDIRECTORS

0

468

320

94

51

6

4

5

3

5

2

Figure 13:

Gender by length of service

20%

40%

60%

80%

100%

0

<1yr1-2yrs

3-5yrs

6-9yrs10-19yrs

20yrs+

27

33

128

79

134

114

124

62

74

50

79

33

Figure 12:

Gender by age

20%

40%

60%

80%

100%

0

<3030-3940-4950-5960+

67

48

172

133

132

113

132

62

56

13

Annual Report 201878
We’re committed to increasing the representation of

women and ethnic groups at leadership levels in our

organisation. We’re in the second year of our women in

leadership programme, UP, with a further fifteen senior

women leaders participating. The 2017 programme

resulted in nine of the attendees taking new roles

within our business.

We currently have two of our leaders participating

in an external Pasifika leadership programme.

All directors have completed a Team Management

Profile (TMP) and participated in the TMP workshop.

The TMP profile is used by all teams at Chorus to

understand different working styles. This enables

our teams, including the Board, to appreciate the

importance of having a team of individuals working

together who all have different experiences, views

and self-reflections.

Pay equity analysis has been completed as part of

our annual remuneration review and action taken

to address identified anomalies. Our commitment

to pay equity and addressing any gender pay inequity

is ongoing.

Wellbeing

We take a holistic approach to wellbeing, providing

education and programmes to support physical,

emotional, career and financial wellbeing. Employees

have participated in nutrition seminars and recently

completed a 10,000 steps a day challenge in teams

across the organisation.

Inclusive culture

Creating a culture where everyone feels they belong

is at the heart of our strategy. We’re working towards

Rainbow Tick accreditation to ensure our workplace

is supportive for members of the Rainbow community.

Another significant initiative was the celebration of

Pink Shirt Day, marking our commitment to a bullying,

harassment and discrimination free workplace. An

updated anti-bullying, harassment and discrimination

policy has been implemented along with training for

all people leaders to support our zero tolerance stance.

Diversity metrics and objectives

as at 30 June 2018

Based on the annual review of effectiveness of our

D&I policy and our measurable diversity metrics and

objectives, our Board considers that overall we are

making progress towards achieving our D&I objectives

and that we have performed well against the policy

generally. We continue to consciously focus on this as

we support a culture of inclusion at Chorus.

3

4

0

20%

40%

60%

80%

100%

Figure 15:

Ethnicity by group

NZ European

Pacific Peoples

European

Asian

Māori

Other

African

Middle Eastern

Latin American

PEOPLE LEADERSALL CHORUS

78% of our employees agree we

have practices and programmes

that support them to maintain

or adopt a healthy lifestyle.

Annual Report 201879
North Island other

17 Employees

South Island other

13 Employees

Auckland

512 Employees

Wellington

215 Employees

Christchurch

118 Employees

Hamilton

58 Employees

FY18

8.7


Average

employees

years service

FY17

41.8


BENCHMARK

42.00

STATISTICS NZ

FY18

42.3


Average age of employees

FY17

1,032


FY18

933


Employees in 14 NZ locations

Annual Report 201880
Remuneration

and performance

Our remuneration model

Our remuneration model is designed to enable the

achievement of our strategy, whilst ensuring that remuneration

outcomes align employee and shareholder interests.

Remuneration is governed through the Board, assisted

by our Human Resources and Compensation Committee

(HRCC). Our HRCC supports the Board by overseeing our

remuneration strategy and policy. See figure 16.

All employees have fixed remuneration, targeted at the market

median and the potential to earn a Short Term Incentive (STI).

The CEO and members of her executive leadership team

also have the potential to earn a Long Term Incentive (LTI).

Both STI and LTI are deemed at risk because the outcome

is determined by performance against a combination of

financial and non-financial objectives.

Fixed remuneration

Fixed remuneration (not at risk) consists of base salary and

other benefits including KiwiSaver. Fixed remuneration

is adjusted each year based on data from independent

remuneration specialists. Employees’ fixed remuneration

is based on a matrix of their own performance and their

current position when compared to the market.

Short term incentive

Short term incentive (STI) payments are an at risk component,

that are set as a percentage of fixed remuneration, from 5%

to 30% based on the complexity of the role (the CEO’s STI is

a higher percentage of fixed remuneration as set out later in

this report). STI payments are determined following a review

of Company and individual performance and if payable, are

paid out at a multiplier of between 0× and 1.75× for the CEO

and her executive leadership team, and between 0× and 2.8×

for other employees.

Company performance goals are set and reviewed annually by

our Board to align with shareholder value. A greater focus on

customer experience was introduced for FY18 STI measures.

FY18 STI company goals:

• 30% based on EBITDA;

• 30% based on customer experience (keeping customers

connected and meeting customer expectations);

• 20% based on broadband connections; and

• 20% based on progress against key strategic initiatives

as assessed by our Board.

Fundamental to our STI structure is a gateway goal.

The philosophy of the gateway goal is to provide a

preliminary threshold of financial success and affordability,

before any other measures can be considered. If the

gateway goal is not achieved, no STI is payable.

Individual performance goals for all employees are tailored to

their roles, with 70% of goals based on what they achieve and

30% based on how they perform their role, including a health

and safety component for all people leaders.

As an example of how STI is calculated, an employee with

fixed remuneration of $80,000 and an STI element of 10%

may receive between $0 and $22,400 (0× to 2.8× their

STI percentage) depending on the level of company and

individual performance.

Figure 16:

Our remuneration policy is designed around five guiding principles:

1

2

3

4

5

Fair to all — employees and shareholders,

sharing in Chorus' success.

Supports a Performance focused culture.

Valued — by our people.

Simple — to understand and administer.

Point of difference — how we know it is Chorus.

Commitment to pay equity, alignment with our shareholders’

expectations, and we will ensure we are not overpaying or

underpaying our people through robust market analysis.

Rewards aligned with performance.

We have a diverse workforce and aim to provide

an appropriate suite of rewards that provide value,

now and in the future.

Simplicity promotes understanding,

clarity and perception of fairness.

Supports our vision, mission, values,

purpose and employee value proposition.

Annual Report 201881
Long term incentives

Our LTI scheme aims to reward and retain key executives.

The LTIs are at risk payments designed to align the interests

of executives and shareholders and encourage longer term

decision making.

Our LTI is described in more detail in note 16 of the

financial statements.

Employee equity building scheme

We’ve previously had an employee equity building scheme

to encourage employees to think and act as shareholders.

The shares under the scheme are held by a trustee for a

three-year period. For more details, refer to note 16 of

the financial statements.

In FY18, the employee equity scheme was placed on hold.

The catalyst for this was the pending (and now confirmed)

tax legislation changes that could have negatively impacted

the employee equity scheme.

Chief Executive remuneration

CEO remuneration consists of fixed remuneration, STI and

LTI. In addition to participating in the Executive LTI scheme,

on her appointment the Board granted Kate McKenzie a

one time LTI ('Extended LTI') to recognise and reward the

potential to add significant shareholder value through an

increase in total shareholder return over and above that

rewarded by the executive LTI scheme. Our CEO continues

to have a significant portion of her remuneration linked to

performance and at risk. Total remuneration for our CEO

continues to be determined using a range of external factors,

including advice from external remuneration specialists and

is reviewed annually by our HRCC and Board.

CEO remuneration performance pay

The scenario chart below demonstrates the elements of the

CEO remuneration design in the year ended 30 June 2018.

0

$ Thousands

FIXEDON-PLANMAXIMUM

Base

Annual variable

4,000

3,000

2,000

1,000

Long-term incentives

Extended long-term incentives

100% 47%

35%

16%

2%

33%

43%

11%

13%

CEO remuneration for FY17 and FY18 was:

Fixed remuneration Pay for performanceTotal remuneration

SalarySTILTI

Kate McKenzieFY181,200,0001,019,475

1

–2,219,475

FY17

2

475,385370,233

3

–845,618

1 STI for FY18 performance period (paid FY19).

2 Kate McKenzie became CEO on 20 February 2017.

3 STI for FY17 performance period (paid FY18).

Other benefits paid to Kate McKenzie:Company Kiwisaver contributions: FY18: $47,220 (FY17: $14,261)

Five year summary of CEO remuneration:

CEOTotal remuneration

% STI awarded

against maximum

% STI extension

awarded against

maximum

% LTI awarded

against maximum

% LTI replacement

awarded against

maximum

Span of LTI

performance period

Kate McKenzieFY182,219,47565%––––

FY17845,61860%––––

Mark RatcliffeFY18–––89%–FY15 – FY18

1

FY171,981,98748%–100%100%FY15 – FY17

FY162,249,27675%100%70%–FY13 – FY15

FY151 , 87 7, 14357%100%69%–FY12 – FY14

FY141,696,50740%–107%–FY11 – FY13

1. Three year grant made 1 July 2015.

Annual Report 201882
The table below outlines the CEO’s STI, LTI and extended LTI schemes for the performance period ending 30 June 2018

1

:

DescriptionPerformance measuresPercentage achieved

STISet at 75% of base remuneration.

Based on key financial and non-

financial performance measures.

• Company performance – see

FY18 STI Company goals table

on page 80 for weightings.

• Individual performance – based

on business fundamentals (both

financial and non-financial),

connections, customer experience

and strategic initiatives.

65%

LTI – loan to

shares scheme

Three-year grant made September

2017, equivalent to 33% of base

remuneration.

Chorus TSR performance over grant

period must exceed 10.6% on an

annualised basis, compounding.

Assessed September

2020 with possible

retesting up to

September 2021.

E x ten de d LT IOne-time four-year grant calculated by

reference to the increase in TSR over and

above that rewarded by the executive

LTI scheme capped at NZ$2,000,000.

Annualised Chorus TSR performance

over grant period must exceed average

cost of equity over the period plus 1%.

Assessed February 2021,

with possible retesting

up to February 2021.

1 The STI payments for FY18 will be paid in FY19.

Total Shareholder Return (TSR) performance

30 June

2013

30 June

2014

30 June

2015

30 June

2016

30 June

2018

30 June

2017

Chorus

NZX50

Percentage return

-60.00

-40.00

-20.00

0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

The graph above shows Chorus’ TSR performance against the NZX50 between 30 June 2013 and 30 June 2018.

Annual Report 201883
Median pay gap

The median pay gap represents the number of times greater

CEO remuneration is to an employee paid at the median of

all our employees. At 30 June 2018, the CEO’s base salary at

$1,200,000 was 13.1 times that of the median employee at

$91,000 per annum.

Our CEO’s total remuneration, including STI, was 20.9 times

the total remuneration of the median employee (including STI)

at $100,068.

The current Living Wage is $20.55 per hour. We do not have

any permanent Chorus employee earning less than the

current living wage or the $20-an-hour minimum wage,

which the Government has recently signalled it plans to

adopt by 2021.

Employee remuneration range for the year ended

30 June 2018

The following table shows the number of employees and

former employees who received remuneration and other

benefits, including redundancy payments, in excess of

$100,000 during the year ended 30 June 2018.

During the year, certain employees received contributions

towards membership of the Marram Trust (a community

healthcare and holiday accommodation provider), received

contributions toward their Government Superannuation

Fund (a legacy benefit provided to a small number of

employees) and, if a member, received contributions of 3%

of gross earnings towards their KiwiSaver accounts. These

amounts are not included in these remuneration figures.

Any benefits received by employees that do not have an

attributable value are also excluded.

The remuneration paid to, and other benefits received by,

Kate McKenzie in her capacity as CEO, are detailed on pages

81 to 82, and are excluded from the following table.

Remuneration range $ (Gross)

Number of employees in the year ended

30 June 2018 (based on actual payments)

1,070,001 – 1,080,0001

840,001 – 850,0001

680,001 – 690,0001

660,001 – 670,0001

620,001 – 630,0001

600,001 – 610,0001

490,001 – 500,0001

390,001 – 400,0001

370,001 – 380,0001

360,001 – 370,0004

350,001 – 360,0002

340,001 – 350,0001

330,001 – 340,0001

310,001 – 320,0002

300,001 – 310,0004

290,001 – 300,0004

280,001 – 290,0004

270,001 – 280,0004

260,001 – 270,0007

250,001 – 260,0008

240,001 – 250,0007

230,001 – 240,0009

220,001 – 230,00011

210,001 – 220,0006

200,001 – 210,00013

190,001 – 200,00022

180,001 – 190,00029

170,001 – 180,00030

160,001 – 170,00030

150,001 – 160,00043

140,001 – 150,00049

130,001 – 140,00054

120,001 – 130,00044

110,001 – 120,00061

100,001 – 110,00084

G ran d Tot al542

Annual Report 201884
Director remuneration

Fee structure for the year to 30 June 2018

Our Director fee structure for the year to 30 June 2018 is below. Total remuneration available to Directors (in their capacity as

such) in the year ended 30 June 2018 was fixed at our 2016 annual shareholders’ meeting at $1,149,500.

Annual fee structureYear ended 30 June 2018 $Year ended 30 June 2017 $

Board fees:

Board chair223,650223,650

Deputy chair167,750167,750

Non-executive Director111,850111,850

Board committee fees:

Audit and Risk Management Committee

Chair32,00032,000

Member16,00016,000

Human Resources and Compensation Committee

Chair22,47022,470

Member11,50011,500

Nominations and Corporate Governance Committee

Chair16,72016,720

Member8,8808,880

UFB Steering Committees

Member33,45033,450

Notes:

1 Directors ceased sitting on the UFB Steering Committees from December 2017.

2 The Board chair and deputy chair receive Board fees only. Other Directors receive committee fees in addition to their Board fees.

3 Directors (except the CEO) do not participate in a bonus or profit-sharing plan, do not receive compensation in share options, and

do not have superannuation or any other scheme entitlements or retirement benefits.

4 Directors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where

the payment is within the total fee pool available. No such fees were paid in the year ended 30 June 2018.

Fees paid to Directors (in their capacity as such) in the year ended 30 June 2018

DirectorTotal fees $ Board feesARMCHRCCNCGCUFB Steering Committees

Patrick Strange

223,650223,650

Jon Hartley167,750167,750

Mark Cross1 27, 8 5 0111,85016,000

Prue Flacks143,200111,85022,4708,880

Murray Jordan123,350111,85011,500

Jack Matthews119,160111,8507,310

Anne Urlwin143,850111,85032,000

Kate McKenzie––

Keith Turner55,6893 7, 7696,62511,295

Tot al1,104,499988,41948,00047, 9 0 58,88011,295

Notes:

1 Amounts are gross and exclude GST (where applicable).

2 Jack Matthews was appointed to our HRCC from 10 November 2017.

3 Kate McKenzie as CEO did not receive any remuneration in her capacity as a Director.

4 Keith Turner stepped down from our Board and HRCC, and the UFB Steering Committees, on 1 November 2017.

5 Directors (other than the CEO) did not receive any other benefits.

6 Directors are entitled to be reimbursed for travel and incidental expenses incurred in performance of their duties in addition to the above fees.

Annual Report 201885
Fee structure from 1 July 2018

Our HRCC reviews the remuneration of non-executive Directors annually based on criteria developed by that committee.

Based on that committee’s recommendation the Board has approved the following fee structure from 1 July 2018.

Total Director remuneration will remain within the limit fixed by shareholders in 2016.

Annual fee structureFrom 1 July 2018

$

Board fees:

Board chair223,650

Deputy chair167,750

Non-executive Director114,000

Board committee fees:

Audit and Risk Management Committee

Chair32,600

Member16,300

Human Resources and Compensation Committee

Chair22,900

Member11,750

Nominations and Corporate Governance Committee

Chair16,720

Member8,880

Notes:

1 The Board chair and deputy chair will receive Board fees only. Other Directors will receive committee fees in addition to their Board fees.

2 Directors (except the CEO) will not participate in a bonus or profit-sharing plan, receive compensation in share options, or have superannuation

or any other scheme entitlements or retirement benefits.

3 Directors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where the payment

is within the total fee pool available.

Annual Report 201886
Disclosures

Group structure

Chorus Limited has two wholly owned subsidiaries:

Chorus New Zealand Limited (CNZL) and Chorus

LTI Trustee Limited (CLTL).

Chorus Limited

Chorus New Zealand LimitedChorus LTI Trustee Limited

Chorus Limited is the entity listed on the NZX, ASX and

Luxembourg stock exchanges. It is also the borrowing entity

under the group’s main financing arrangements and the

entity which has partnered with the Crown for the UFB build.

CNZL undertakes (and is the contracting entity for) Chorus’

operating activities and is the guarantor of Chorus Limited’s

borrowing. CNZL also employees all Chorus people. CNZL

has its own constitution but its Board is the same as the

Chorus Limited Board.

CLTL was incorporated in December 2014 as trustee

for our long term incentive plan.

Disclosures in respect of CNZL and CLTL are set out

in the “Subsidiaries” section below.

Indemnities and insurance

Chorus indemnifies Directors under our Constitution

for liabilities and costs they may incur for their acts or

omissions as Directors (including costs and expenses

of defending actions for actual or alleged liability) to the

maximum extent permitted by law. We have also entered

into deeds of indemnity with each Director under which:

• Chorus indemnifies the Director for liabilities incurred

in their capacity as a Director and as officers of other

Chorus companies.

• Directors are permitted to access company records

while Directors and after they cease to hold office

(subject to certain conditions).

Deeds of indemnity have also been entered into on similar

terms with certain senior employees for liabilities and costs

they may incur for their acts or omissions as employees,

directors of subsidiaries or as directors of non-Chorus

companies in which Chorus holds interests.

We have a directors’ and officers’ liability insurance policy

in place covering Directors and senior employees for liability

arising from their acts or omissions in their capacity as

Directors or employees on commercial terms. The policy

does not cover dishonest, fraudulent, malicious or wilful

acts or omissions.

Directors

Director changes during the year ended 30 June 2018

Jack Matthews was appointed as a Director from 1 July 2017.

Keith Turner stepped down as a Director at our

annual shareholders’ meeting on 1 November 2017.

Annual Report 201887
Director interests and trading in shares

As at 30 June 2018, Directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013)

in approximately 0.035% of shares as follows:

Current Directors

Interest as at 30 June 2018Transactions during the reporting period

DirectorSharesInterestNumber

of shares

Nature of transactionConsiderationDate

Patrick Strange25,000Beneficial interest– – – –

Mark Cross12,000Beneficial owner of ordinary

shares as beneficiary of

Alpha Investment Trust;

power to exercise voting

rights and acquire/dispose

of financial products as

director of trustee

12,000On market acquisition$46,80011 October 2017

Prue Flacks11,714Registered holder and

beneficial owner

254Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$960.1217 April 2018

343Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$1,292.1510 October 2017

Murray Jordan21,306Registered holder and

beneficial owner of ordinary

shares as trustee and

beneficiary of Endeavour

Trust

462Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$1,746. 3617 April 2018

624Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$2,350.7310 October 2017

8,000On market acquisition$31,2008 September 2017

Anne Urlwin13,968Director and shareholder of

registered holder

302Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$1,141.5617 April 2018

410Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$1,544.5510 October 2017

Kate McKenzie65,862Beneficial interest under

Chorus’ long term incentive

plan

1

65,862Off market purchase of

shares granted under

Chorus’ long term

incentive plan

$265,32025 September 2017

1 Shares held by trustee and vest subject to certain performance targets being met over performance period.

Annual Report 201888
Former Directors

1

Transactions during the reporting period

DirectorNumber of sharesNature of transactionConsiderationDate

Keith Turner147Acquisition of shares on reinvestment of dividends under

Chorus’ Dividend Reinvestment Plan

$555.6617 April 2018

198Acquisition of shares on reinvestment of dividends under

Chorus’ Dividend Reinvestment Plan

$745.9110 October 2017

1 Trading while a Director.

Changes in Director interests

Patrick StrangeCeased as director of New Zealand Clearing and Depository Corporation Limited

Jon HartleyBecame chair of Timberlands Limited

Ceased as director of VisionFund Myanmar Limited and Mission Foods Limited

Ceased as a member of the Ministry of Business and Innovation and Employment’s Risk Advisory Committee

Ceased as a member of Foreign Affairs and Trade International Development Commercial Advisory Panel

Ceased as deputy chair of Sovereign Assurance Company Limited

Mark CrossCeased as director of Aspect Productivity Technology Limited

Ceased as director of Challenge Petroleum Limited

Ceased as board member of Triathlon New Zealand Incorporated

Prue FlacksBecame chair of Queenstown Airport Corporation Limited

Ceased as consultant to Russell McVeagh

Jack MatthewsChair of MediaWorks Holdings Limited and director of MediaWorks Finance Limited, MediaWorks Investments

Limited, MediaWorks Kiwi Radio Limited, MediaWorks Radio Limited, MediaWorks TV Limited, APN Outdoor Group

Limited, Trilogy International Limited and The Network for Learning Limited

Became a director of Bravo TV New Zealand Limited and a director and shareholder of PI Meson Limited

Ceased as director of Trilogy International Limited

Anne UrlwinBecame a director of City Rail Link Limited and Tilt Renewables Limited

Ceased as chair of Naylor Love Enterprises Limited and as director of Naylor Love Construction Limited,

Naylor Love Limited, and Naylor Love Properties Limited

Kate McKenzieBecame a member of Mahuki Advisory Board

Director restrictions

No person who is an ‘associated person’ of a

telecommunications services provider in New Zealand

may be appointed or hold office as a Director. NZX has

granted a waiver to allow this restriction to be included

in our Constitution.

Securities and security holders

Ordinary shares

Chorus Limited’s shares are quoted on the NZX Main Board

and on the ASX and trade under the ‘CNU’ ticker. There were

429,641,197 ordinary shares on issue at 30 June 2018 and

31 July 2018. Each share confers on its holder the right to

attend and vote at a shareholder meeting (including the right

to cast one vote on a poll on any resolution).

Annual Report 201889
Constitutional ownership restrictions

Ownership restrictions carried through at demerger and

incorporated into our Constitution in agreement with the

Crown require prior Crown approval for any person to:

• Have a relevant interest in 10% or more of our shares; or

• Other than a New Zealand national, have a relevant

interest in more than 49.9% of our shares.

We were advised:

• In December 2017 that the Crown approved certain funds

managed by L1 Capital Pty Ltd having a collective relevant

interest in up to 15% of our shares.

• In 2012 that the Crown approved AMP Capital Holdings

Limited and its related companies acquiring a relevant

interest in up to 15% of our shares.

If our Board or the Crown determines there are reasonable

grounds for believing a person has a relevant interest in our

shares in excess of the ownership restrictions, our Board

may, after following certain procedures, prohibit the exercise

of voting rights (in which case the voting rights vest in our

chair) and may force the sale of shares. Our Board may also

decline to register a transfer of shares if it reasonably believes

the transfer would breach the ownership restrictions.

NZX has granted waivers allowing our Constitution

to include the power of forfeiture, the restrictions on

transferability of shares and our Board’s power to prohibit

the exercise of voting rights relating to these ownership

restrictions. ASX has also granted a waiver in respect of

the refusal to register a transfer of shares which is or

may be in breach of the ownership restrictions.

Takeovers protocol

We have established a takeovers protocol setting out

the procedure to be followed if there is a takeover offer,

including managing communications between insiders

and the bidder and engagement of an independent

adviser. The protocol includes the option of establishing

an independent takeover committee, and the likely

composition and implementation of that committee.

Shareholder distribution as at 31 July 2018

HoldingNumber of holders% of holdersTotal number of

shares held

% of shares issued

1 to 1,000

14,67560.73%5,438,7551.27%

1,001 to 5,0006,22125.74%15,665,4913.65%

5,001 to 10,0001,8537.6 7 %13,408,2863.12%

10,001 to 100,0001,3325.51%29,803,3616.94%

100,001 and over850.35%365,325,30485.03%

Tot al24,166100%429,641,197100%

Substantial holders

We have received substantial product holder notices from shareholders as follows:

Notices received as at 30 June 2018Notices received as at 31 July 2018

Number of

ordinary shares held

% of shares on issueNumber of

ordinary shares held

% of shares on issue

L1 Capital Pty Ltd63,601,46614.80%63,601,46614.80%

Allan Gray Group36,839,4758.674%36,839,4758.674%

Accident Compensation Corporation21,245,8035.003%21,245,8035.003%

Annual Report 201890
Twenty largest shareholders as at 31 July 2018

RankHolder nameHolding%

1New Zealand Central Securities Depository Limited 118,559,53527. 59

2HSBC Custody Nominees (Australia) Limited 48,408,64911.26

3JP Morgan Nominees Australia Limited 43,088,42910.02

4HSBC Custody Nominees (Australia) Limited <A/C 2>34,610,2558.05

5Citicorp Nominees Pty Limited 31,211,4837. 26

6National Nominees Limited 23,184,1695.39

7L1 Capital Pty Ltd <Special Situations 14 A/C>10,186,9042.37

8FNZ Custodians Limited 8 , 5 07, 2021.98

9Forsyth Barr Custodians Limited <1-Custody>4,306,2571.00

10New Zealand Depository Nominee Limited <A/C 1> Cash Account4,018,9880.93

11BNP Paribas Nominees Pty Ltd <Agency Lending DRP A/C>3,729,1560.86

12Citicorp Nominees Pty Limited <Colonial First State Inv A/C>3,110,2770.72

13JBWere (NZ) Nominees Limited <NZ Resident A/C>2,989,4600.69

14Ronald James Woodrow 2,905,3040.67

15CS Third Nominees Pty Limited <HSBC Cust Nom Au Ltd 13 A/C>2,408,5870.56

16PT (Booster Investments) Nominees Limited 1,893,9090.44

17Investment Custodial Services Limited <A/C C>1,602,6970.37

18Custodial Services Limited <A/C 3>1,183,8100.27

19Custodial Services Limited <A/C 4>973,8300.22

20Inter City Development Corporation Pty Ltd 930,0000.21

* New Zealand Central Securities Depository Limited provides a custodial depository service which allows electronic trading of securities by its members.

American depositary receipts

American Depositary Shares, each representing five

shares and evidenced by American Depositary Receipts,

are not listed but are traded on the over-the-counter

market in the United States under the ticker ‘CHRYY’

with Bank of New York Mellon as depositary bank.

Debt listings

Chorus Limited has issued:

• $400 million bonds traded on the NZX debt market (the NZDX);

• EUR 500 million EMTNs traded on the ASX; and

• GBP 260 million EMTNs traded on the Luxembourg

Stock Exchange.

NZX bondholder distribution as at 31 July 2018

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

1,001 to 5,0001538.53%765,0000.19%

5,001 to 10,00036220.19%3,480,0000.87%

10,001 to 100,0001,14063.58%41,168,00010.29%

100,001 and over1387.7 %354,587,00088.65%

Tot al1,793100%400,000,000100%

Annual Report 201891
Unquoted securities

Crown Infrastructure Partners (CIP) Securities

The terms of issue for the CIP1 securities are set out in the subscription agreement between Chorus Limited and CIP.

These terms are summarised in note 6 of our Financial Statements and on our website at www.chorus.co.nz/reports.

SecurityNumber issued in the

year ended 30 June 2018

Total on

issue at 31 July 2018

HolderPercentage held

CIP1 equity securities5 5 ,6 5 7, 39 4384,193,433Crown Infrastructure Partners Limited100%

CIP1 debt securities5 5 ,6 5 7, 39 4384,193,433Crown Infrastructure Partners Limited100%

CIP1 equity warrants2,079,40110,826,093Crown Infrastructure Partners Limited100%

Other disclosures

NZX waivers

A summary of all waivers granted and published by NZX in

the 12 months ending 30 June 2018 and relied on is available

on our website at www.chorus.co.nz/investor-info.

Non-standard designation

NZX has attached a ‘non-standard’ designation to Chorus

Limited because of the ownership restrictions in our

Constitution (described above).

ASX disclosures

Chorus Limited and its subsidiaries are incorporated in

New Zealand.

Chorus Limited is not subject to Chapters 6, 6A, 6B and 6C

of the Australian Corporations Act 2001 dealing with the

acquisition of shares (including substantial shareholdings

and takeovers).

Our Constitution contains limitations on the acquisition of

securities, as described above.

For the purposes of ASX listing rule 1.15.3 Chorus Limited

continues to comply with the NZX listing rules.

Registration as a foreign company

Chorus Limited has registered with the Australian Securities

and Investments Commission as a foreign company and has

been issued an Australian Registered Body Number (ARBN)

of 152 485 848.

Net tangible assets per security

As at 30 June 2018, consolidated net tangible assets per

share was $1.78 (30 June 2017: $1.95). Net tangible assets

per share is a non-GAAP financial measure and is not

prepared in accordance with NZ IFRS.

Revenue from ordinary activities and net profit

In the year ended 30 June 2018:

• Revenue from ordinary activities decreased 5% to

$990 million (30 June 2017 $1,040 million); and

• Profit from ordinary activities after tax, and net profit,

attributable to shareholders decreased 25% to $85 million

(30 June 2017 $113 million).

Subsidiaries

Chorus New Zealand Limited (CNZL)

Directors as at 30 June 2018: Patrick Strange, Jon Hartley,

Mark Cross, Prue Flacks, Murray Jordan, Jack Matthews,

Anne Urlwin, Kate McKenzie.

Patrick Strange, Jon Hartley, Mark Cross, Prue Flacks, Murray

Jordan, Jack Matthews, Anne Urlwin and Keith Turner were

appointed directors of CNZL with effect from 25 August 2017.

Andrew Carroll, Nick Woodward, Vanessa Oakley and Lucy

Riddiford (as alternate director for Vanessa Oakley) resigned

as CNZL directors effective from 25 August 2017.

Keith Turner resigned as a CNZL director effective from

1 November 2017.

Director remuneration

Current CNZL directors are also Chorus Limited directors and

do not receive any remuneration in their capacity as CNZL

directors.

Former CNZL directors were either directors of Chorus

Limited or employees and did not receive any remuneration

in their capacity as CNZL directors.

Chorus LTI Trustee Limited (CLTL)

Directors as at 30 June 2018: Prue Flacks, Murray Jordan and

Jack Matthews.

Keith Turner resigned as a director of CLTL effective

1 November 2017. Jack Matthews was appointed as a director

from 10 November 2017.

Director remuneration

Current and former directors of CLTL did not receive any

remuneration in their capacity as directors of CLTL.

Other subsidiaries

Chorus Limited has no other subsidiaries.

Annual Report 201892
Glossary

ASX Corporate

Governance Code

ASX Corporate Governance Council’s

Corporate Governance Principles and

Recommendations (3rd edition).

Backbone networkFibre cabling and other shared network

elements required either in the common

areas of multi-dwelling units to connect

individual apartments/offices, or to serve

premises located along rights of way.

BackhaulThe portion of the network that links

local exchanges to other exchanges

or retail service provider networks.

Bandwidth

fibre access

A fibre service that provides dedicated

bandwidth between customers

and their retail service provider’s

equipment in the local exchange.

BasebandA technology neutral voice input

service that can be bundled with

a broadband product or provided

on a standalone basis.

BoardChorus Limited’s Board of Directors.

Building block

model

A methodology used for regulating

monopoly utilities. Under BBM a

regulated supplier’s allowed revenue

is equal to the sum of the underlying

components or ‘building blocks’,

consisting of the return on capital,

depreciation, operating expenditure and

various other components such as tax.

ChorusChorus Limited and subsidiaries.

CIPCrown Infrastructure Partners,

the Government organisation that

manages New Zealand’s rollout of

Ultra-Fast Broadband infrastructure.

CommissionCommerce Commission –

the independent Crown Entity

whose responsibilities include

overseeing the regulation of the

telecommunications sector.

ConstitutionChorus Limited’s Constitution.

CPIConsumers Price Index (inflation).

Direct fibre accessAlso known as ‘dark’ fibre, a fibre service

that provides a point to point fibre

connection and can be used to deliver

backhaul connections to mobile sites.

DirectorA director of Chorus Limited.

EBITDAEarnings before interest, income tax,

depreciation and amortisation.

EMTNEuropean Medium Term Notes.

FYFinancial year – twelve months

ended 30 June. e.g. FY18 is from

1 July 2017 to 30 June 2018.

GbpsGigabits per second. A measure of

the average rate of data transfer.

GigabitThe equivalent of 1 billion bits. Gigabit

Ethernet provides data transfer rates

of about 1 gigabit per second.

GPONGigabit Passive Optical Network.

HSNSHigh Speed Network Service – a high

speed Layer 2 service with dedicated

bandwidth on either copper or fibre.

IPInternet Protocol.

ITInformation Technology.

Layer 2The data link layer, including broadband

electronics, within the Open Systems

Interconnection model. Layer 1 is the

physical cables and co-location space.

LFCsLocal Fibre Companies – refers to

the three other organisations the

Government has contracted with for

the UFB rollout in non-Chorus areas.

MbpsMegabits per second – a measure of

the average rate of data transfer.

NZ IFRSInternational Financial Reporting

Standards – the rules that the financial

statements have to be prepared by.

P2PWhere two parties or devices are

connected point-to-point via fibre.

RABRegulatory Asset Base refers to

the value of total investment by a

regulated utility in the assets which

will generate revenues over time.

RBIRural Broadband Initiative – refers to

the Government programme to improve

and enhance broadband coverage in

rural areas between 2011 and 2016.

shareMeans an ordinary share in Chorus.

TSOTelecommunications Services

Obligation – a universal service

obligation under which Chorus

must maintain certain coverage and

service on the copper network.

TSRTotal shareholder return.

UFBUltra-Fast Broadband refers to the

Government programme to build a fibre

to the premises network to about 85%

of New Zealanders. UFB1 refers to the

original phase of the rollout to 75% of

New Zealanders. UFB2 and UFB2+ were

subsequent phases announced in 2017.

VDSLVery High Speed Digital Subscriber

Line – a copper-based technology

that provides a better broadband

connection than ADSL.

Annual Report 201893
Forward looking statements

and disclaimer

This annual report:

• May contain forward looking statements. These statements

are not guarantees or predictions of future performance.

They involve known and unknown risks, uncertainties and

other factors, many of which are beyond Chorus’ control,

and which may cause actual results to differ materially

from those expressed in the statements contained in this

annual report.

• Includes statements relating to past performance.

These should not be regarded as reliable indicators of

future performance.

• Is current at its release date. Except as required by law or

the NZX Main Board and ASX listing rules, Chorus is not

under any obligation to update this annual report or the

information in it at any time, whether as a result of new

information, future events or otherwise.

• Contains non-GAAP financial measures, including EBITDA

and “adjusted EBITDA”. These measures may differ from

similarly titled measures used by other companies because

they are not defined by GAAP or IFRS. Although Chorus

considers those measures provide useful information

they should not be used in substitution for, or isolation of,

Chorus’ audited financial statements.

• May contain information from third parties Chorus believes

reliable. However, no representations or warranties are made

as to the accuracy or completeness of such information.

• Should be read in the wider context of material previously

published by Chorus and released through the NZX and ASX.

• Does not constitute investment advice or an offer or

invitation to purchase Chorus securities.

chorus.co.nz
Directory

Registrars

NEW ZEALAND

Computershare Investor Services Limited

Private Bag 92119, Victoria Street West

Auckland 1142, New Zealand

P: +64 9 488 8777 F: +64 9 488 8787

E: enquiry@computershare.co.nz

investorcentre.com/nz

AUSTRALIA

Computershare Investor Services Pty Limited

GPO Box 3329, Melbourne 3001, Australia

FP: 1 800 501 366 F: +61 3 9473 2500

E: enquiry@computershare.co.nz

investorcentre.com/nz

Registered Offices

NEW ZEALAND

Level 10, 1 Willis Street

Wellington, New Zealand

P: +64 9 975 2983

AUSTRALIA

C/ – Allens Corporate Services Pty Limited

Level 4, Deutsche Bank Place, 126 Phillip Street,

Sydney, NSW 2000, Australia

P: +61 2 9230 4000

ADR Depository

BNY Mellon Shareowner Services

PO Box 505000, Louisville, KY 40233-5000

United States of America

P: US domestic calls (toll free) 1 888 269 2377

P: International calls +1 201 680 6825

E: shrrelations@bnymellon.com

www.mybnymdr.com ARBN 152 485 848

---

Chorus Limited
Results for announcement to the market


Reporting Period Year ended 30 June 2018

Previous Reporting Period Year ended 30 June 2017


Amount (000s) Percentage change

Revenue from ordinary

activities

$990,000 Down 5%

Profit (loss) from ordinary

activities after tax attributable

to security holders.

$85,000 Down 25%

Net profit (loss) attributable to

security holders.

$85,000 Down 25%


Interim/Final Dividend Amount per

security

Imputed amount

per security

Final dividend 13.0 cps 5.10 cps


Record Date 25 September 2018

Dividend Payment Date 9 October 2018


Comments:

This announcement should be read in

conjunction with the attached annual

report, audited financial statements for

the year ended 30 June 2018 contained

in that report, media release and investor

presentation.




Dividends


A fully imputed final dividend for the 2018 financial year of 13.0 cents per

ordinary share will be paid on 9 October 2018. The total dividend will be

$55,853,356.


Dividend Reinvestment Plan


Chorus’ dividend reinvestment plan will operate for the dividend payable on

9 October 2018.


Under the Plan eligible shareholders can choose to reinvest all or part of

their dividend entitlements in additional Chorus shares (rather than

receiving cash payments). There are no charges for participation in the

Plan.


The price of the shares to be issued under the Plan will be the volume

weighted average sale price of Chorus shares calculated on all price setting

trades taking place through the NZX over a period of five trading days
commencing on the ex-dividend date less a 3% discount and subject

adjustment in accordance with the Plan offer document.


Shares issued under the Plan will rank equally with Chorus’ existing ordinary

shares.


Election notices to participate in the Plan (for the dividend due for payment

on 9 October 2018), must be received by 5pm (NZ time) 26 September

2018.


Net tangible assets per security


There are $1.78 net tangible assets per security (30 June 2017: $1.95).


Audit


This report is based on financial statements which have been audited.

Chorus’ auditors have issued an unmodified audit opinion. A copy of the

audit report is included in the attached annual report.


Accounting policies


There have been no changes in accounting policies and all policies have

been consistently applied throughout the period, except for the adoption of

three new NZ IFRS’ from 1 July 2017:

- NZ IFRS 9 Financial Instruments

- NZ IFRS 15 Revenue from Contracts with Customers

- NZ IFRS 16 Leases.


Refer financial statements for the year ended 30 June 2018 for more details.

---

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 TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change


whether:

InterimYear


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 eventIf 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

TaxationAmount 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

FDP 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.

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

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

$

25 September, 20189 October, 2018

9 October, 2018

$55,853,356

Date Payable

9 October, 2018

$$0.009000$0.050600

In dollars and cents

RETAINED EARNINGS

$0.130

NZD$0.022941

Enter N/A if not

applicable

(04) 896 4003(04) 471 00132782018

ORDINARY SHARESNZCNUE0001S2

EMAIL: announce@nzx.com

Notice of event affecting securities

1

CHORUS LIMITED

ANDREW CARROLLDIRECTORS' RESOLUTION

---

corporate
governance

statement

Corporate Governance Statement 20182
This statement outlines the key aspects of our

corporate governance framework and was

approved by our Board on 27 August 2018.

Our Board regularly reviews and assesses our

governance policies, processes and practices to

identify opportunities for enhancement and to

ensure they reflect our operations and culture.

Corporate governance framework

As a New Zealand company listed on the NZX our

corporate governance policies and practices meet or

exceed the standards of that market. We have adopted and

fully followed the recommendations set out in the NZX

Corporate Governance Code following its implementation.

Although we have an ASX “foreign exempt” listing status

1


we also continue to take into account the ASX Corporate

Governance Code in our governance practices and policies.

Our corporate governance practices are outlined below.

Key corporate governance documents are also available at

www.chorus.co.nz/governance.

Our Board’s role

Our Board is appointed by shareholders and has overall

responsibility for strategy, culture, health and safety,

governance and performance.

1 An ASX foreign exempt listing is based on the principle of “substituted compliance”. This means our primary obligation is to comply with the NZX

listing rules (as our “home exchange”). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.

2 Directors holding office the longest since last standing for election/re-election are those required to retire. Retiring Directors may stand for re-

election. Kate McKenzie, as Managing Director, is exempt from these requirements but must stand for re-election at least once every five years.

Board membership

Our Board’s skills, experience and composition supports

effective governance and decision making, positioning

it to add value.

Supported by the Nominations and Corporate

Governance Committee (NCGC) our Board regularly

assesses its composition utilising a skills matrix and

annual evaluation processes. Training is provided or

recruitment undertaken if new or additional skills or

experience are required. This ensures there is diversity

of thought, skills and expertise and that our Board

remains aligned with our strategic direction.

Our Constitution provides for a minimum of five and maximum

of 12 Directors. As at 30 June 2018 we had eight Directors

(seven independent Directors and the Managing Director).

Directors are not appointed for specified terms. However,

our Constitution and the NZX listing rules require at least one

third of our Directors to retire at each annual shareholders

meeting (ASM).

2

We recognise that women and ethnic minorities are still

under-represented in the leadership of New Zealand

businesses and our Board remains actively conscious

of this in its succession planning.

Our Board Charter sets out our Board’s roles and responsibilities. They include:

Strategy & performance• Developing strategy

• Approving and reviewing performance against strategy, business plans and budgets

Financial oversight

& reporting

• Monitoring the integrity of, and where appropriate approving, financial and corporate reporting

(including external audit)

• Setting, monitoring and reviewing our internal audit plan

Risk management• Ensuring an appropriate risk management framework has been established, setting risk appetite,

regularly reviewing principal risks and overseeing the management of material business risks

Health & safety• Setting the strategy, culture and expectations in relation to health and safety

Board composition

& performance

• Reviewing and evaluating Board, Board committee and individual Director performance

• Board succession planning

• Appointing members to Board committees

Governance• Overseeing corporate governance, including reviewing key governance documents

• Carrying out the functions specifically reserved to our Board and its committees under Board

approved policies and committee charters

• Monitoring compliance with our continuous disclosure obligations

People• Reviewing and approving remuneration and people strategies, structures and policies

• Appointing and removing our CEO, CFO and General Counsel & Company Secretary

• Assessing the measurable objectives set for, and progress towards achieving, our diversity and

inclusiveness goals

Significant transactions• Approving major capital expenditure and business activities outside the limits delegated to management

Statement overview

Corporate Governance Statement 20183
DirectorAppointedLast elected at ASM

Anne Urlwin20112016

Mark Cross20162016

Jon Hartley20112017

Prue Flacks20112017

Murray Jordan20152015

Patrick Strange20152015

Kate McKenzie20172017

Jack Matthews20172017

Patrick Strange, Murray Jordan and Anne Urlwin are retiring

by rotation and standing for re-election at our 2018 ASM.

Our Board has determined that collectively its Directors have

a broad range of managerial, financial, accounting

and industry skills and experience in the key areas set out

below. A summary of current Directors’ skills, experience

and qualifications is set out in our annual report and on

our website at www.chorus.co.nz/governance.

As the Chorus business evolves, so too will the Board. Chorus’

beginnings were initially heavily focused on infrastructure

build and project management. With the success of the

build, we are now increasingly focused on connecting

customers and their experience as well as future connectivity

and innovation opportunities. The Board considers that it

is important to balance both specialist expertise and the

ongoing need for strong general commercial expertise.

The following table reflects the strengths of the current

Board based on a mix of key skills and experiences as are

currently relevant for Chorus.

Skill/experience Description Combined Board

Capital markets

and investment

Experience in, and understanding of, capital markets, market regulation,

capital investment and the investor experience

Communications

connectivity and technology

Understanding, expertise and/or experience in communications connectivity,

adopting new technologies, leveraging and implementing technologies

Governance – financial,

audit, legal, listed company

Experience with, and a commitment to, high corporate governance standards

including in listed companies

Understanding financial business drivers, and/or experience implementing or

overseeing financial accounting, external reporting and internal financial controls

Physical infrastructure

and operations including

contracting, safety and risk

Experience in leading, and/or understanding of, physical infrastructure operations,

including contracting

Commitment and experience in management of workplace safety

Experience anticipating and identifying key risks and monitoring the effectiveness

of risk management frameworks and controls

Governance –

executive experience

in large businesses

Executive experience in leading large businesses, developing and implementing

strategy and strategic objectives, assessing business plans and driving execution

Infrastructure regulationUnderstanding the current and developing regulatory environment, complexities

and actual and potential impacts

Expertise identifying and managing legal, regulatory, public policy and corporate

affairs issues

Customer experienceExperience in customer-led transformation, customer focus and/or customer

centric organisations

Moderate experienceSome experience Substantial experience

Director tenureBoard gender diversity

0–3 years

3–6 years

6+ years

38%

12%

50%

Female

Male

Corporate Governance Statement 20184
Appointment

Our Board may appoint additional Directors to our Board

or to fill a casual vacancy.

The independence, qualification, skills and experience

needed for the future and those of existing Board members

are reviewed before appointing new Directors. External

advisors are also engaged to identify potential candidates.

To be eligible for selection, candidates must demonstrate

appropriate qualities and satisfy our Board they will commit

the time needed to be fully effective in their role.

Appropriate checks are undertaken before a candidate

is appointed or recommended for election as a Director,

including as to the person’s character, experience, education,

criminal record and bankruptcy history.

Shareholders may also nominate candidates for appointment

to our Board. In addition, under the agreements entered

into with Crown Infrastructure Partners Limited (CIP) relating

to our UFB fibre upgrades, CIP is entitled to nominate one

person as an independent Director (they have never used

this right). Should this occur, our Board must consider

this nomination in good faith, but the appointment (and

removal) of any such person as a Director is to be made by

shareholders in the same way as other Directors.

We have written agreements with each non-executive

Director setting out the terms of their appointment, including

obligations and responsibilities, compliance with our

policies (including code of ethics and securities trading) and

continuing education.

No person who is an ‘associated person’ of a telecommunication

services provider in New Zealand may be appointed or hold

office as a Director.

Director induction and education

Our Director induction programme ensures new Directors

are appropriately introduced to management and our

business, acquaints Directors with relevant industry

knowledge and familiarises them with key governance

documents and stakeholder relationships.

Our Directors are expected to continuously educate

themselves to ensure they maintain appropriate expertise

to effectively perform their duties.

We hold dedicated Board education sessions covering

a range of topical matters, which this year included:

• Technical, industry and regulatory developments

domestically and internationally;

• Innovation and disruptive technologies;

• Current and emerging business and technology trends; and

• Culture, ways of working and working preferences.

Visits to our operations, briefings from key management,

industry experts and key advisers, together with educational

and stakeholder visits, are also arranged for our Board.

Review and evaluation of Board performance

Our Board uses internally and externally facilitated

performance and evaluation processes overseen by

our NCGC. As part of this process our chair meets

with Directors individually to discuss performance.

Our Board also formally engages in annual:

• Reviews of our Board chair and deputy chair, and chairs

of our standing Board committees;

• Confirmations of our Board chair and deputy chair, and

chairs of our standing Board committees; and

• Performance discussions of individual Directors standing

for re-election.

Our Board has carried out, in the reporting period, an internal

review of its performance, that of individual Directors and

standing Board committees using the evaluation process

developed and overseen by our NCGC.

In addition to Board performance reviews, our Board also

takes a forward focused approach to future Board capability,

composition and the potential contribution of each

existing Director.

Independent advice

A Director may, with our chair’s prior approval (or in the chair’s

absence deputy chair’s approval), take independent professional

advice (including legal advice) and request the attendance of

advisers at Board and Board committee meetings.

Independence

All our Directors are independent directors except for

Kate McKenzie, our CEO and Managing Director.

For a Director to be considered independent our Board

must affirmatively determine he or she does not have a

disqualifying relationship as set out in our Board Charter.

These disqualifying relationships reflect those set out in

the NZX listing rules and ASX Corporate Governance Code.

Our Board has not set financial materiality thresholds for

determining independence but considers materiality in

the context of each relationship and from the perspective

of the parties to that relationship.

Delegation of authority

Our Board has overall responsibility for strategy,

culture, health and safety, governance and performance.

Implementation of our Board approved strategy, business

plan and governance frameworks, and responsibility for

developing our culture and health and safety practices, is

delegated by the Board to management through the CEO.

As such our CEO (with the support of her executive team)

is responsible for Chorus’ day-to-day management and

operations and reports to the Board on key performance,

management and operational matters.

Our CEO sub-delegates authority to her executive team

and they sub-delegate their authority to other Chorus

employees within specified financial and non-financial limits.

Formal policies and procedures govern the parameters and

operation of these delegations.

Corporate Governance Statement 20185
Three standing Board committees also assist our Board in

carrying out its responsibilities. Some Board responsibilities,

powers and authorities are delegated to those committees.

Other committees may be established and specific

responsibilities, powers and authorities delegated to

those committees and/or to particular Directors.

Board committees

Board committees assist our Board by focusing on specific

responsibilities in greater detail than is possible for the

Board as a whole. Each standing Board committee has a

Board approved charter and chair. Committee members

are appointed by our Board.

Audit and Risk Management Committee (ARMC)

RoleOur ARMC assists our Board in ensuring oversight of all matters relating to risk management,

financial management and controls and financial accounting, audit and reporting

MembersAnne Urlwin (chair), Jon Hartley, Mark Cross

IndependenceAll committee members are independent Directors

Responsibilities• Overseeing the quality and integrity of external financial reporting

• Considering the adequacy of internal controls

• Regularly reviewing principal risks and risk, compliance and fraud reporting

• Recommending to our Board the appointment, and if necessary removal, of the external auditor

• Assessing the adequacy of the external audit and independence of the external auditor

• Reviewing and monitoring the internal audit plan and reporting

• Overseeing the independence and objectivity of the internal audit function

• Reviewing compliance with applicable laws, regulations and standards

Human Resources and Compensation Committee (HRCC)

RoleOur HRCC assists our Board in overseeing people policies and strategies, including remuneration

and performance frameworks

MembersPrue Flacks (chair), Murray Jordan, Jack Matthews

IndependenceAll committee members are independent Directors

Responsibilities• Reviewing remuneration and human resources strategy, structure and policies

• Approving annual remuneration increase guides and budgets

• Approving the employment terms of our CEO’s executive direct reports

• Approving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports

(except our CFO and General Counsel & Company Secretary whose appointment is approved by our Board)

• Reviewing candidates for, and the performance and remuneration of, our CEO

• Reviewing our CEO’s performance evaluation of her executive direct reports

• Developing and annually reviewing and assessing diversity and its reporting

• Overseeing recruitment, retention and termination policies and procedures for senior management

• Making recommendations (including proposing amendments) to our Board with respect to senior executive

(including CEO) incentive remuneration plans

• Annually reviewing non-executive Director remuneration and recommending any changes to the Board

Our

Shareholders

Chorus

Limited Board

CEO

Executive

Team

Our

People

Audit and Risk

Management Committee

Human Resources and

Compensation Committee

Nominations and Corporate

Governance Committee

Corporate Governance Statement 20186
Nominations and Corporate Governance Committee (NCGC)

RoleOur NCGC assists our Board in promoting and overseeing continuous improvement of good corporate governance

MembersPatrick Strange (chair), Jon Hartley, Prue Flacks

IndependenceAll committee members are independent Directors

Responsibilities• Identifying and recommending suitable candidates for appointment to our Board and Board committees

• Considering the size, skills mix and composition of our Board

• Developing, reviewing and making recommendations to our Board on corporate governance principles

• Establishing, developing and overseeing a process for the annual review and evaluation of Board, Board

committee, and individual Director performance

• Developing and reviewing Board succession planning (including for the chair)

• Monitoring compliance with our codes of ethics and managing breaches of the Director Code of Ethics

• Reviewing and overseeing the induction of new Directors and the continuous education of our Board

Board chair

Our Board chair is an independent Director.

Our chair’s role is to provide leadership and manage our

Board effectively. Our chair and CEO ensure they have a

strong and effective working relationship to facilitate effective

working relationships between our Board and management.

Our CEO cannot also be Board chair.

Deputy chair

Our Board has appointed an independent deputy chair to

assist our chair and undertake other duties required by our

Board (including leading the annual review of our chair’s

performance).

Health & Safety

We are committed to taking all reasonably

practicable steps to ensure a healthy, safe and

secure environment for our people and anyone

who is in the vicinity of our workplaces.

We are commited to an open reporting culture and one of

continuous improvement. We have zero tolerance for major

injuries or fatalities. No business objective will be prioritised

over the health and safety of any person.

Our Board has set a terms of reference setting out its roles

and responsibilities in relation to health and safety at Chorus.

The terms of reference is reviewed every two years.

Our Board ensures appropriate policies and procedures

are adopted and implemented and reviews the monitoring,

identification reporting and management of significant

health and safety risks.

Health and safety is discussed at all Board meetings with

our Board receiving reports from management containing

comprehensive summaries of health and safety activity and

outcomes, including data on all actual health and safety

incidents, near misses, breaches, subsequent investigations

(including assessment of root causes) and remedial actions.

Our Board receives additional quarterly reports on progress

against our annual health and safety plan and all Directors

carry out at least one health and safety site visit each year.

Corporate Governance Statement 20187
People

Managing performance

Our performance management approach is based on

fostering and rewarding valuable business outcomes.

Our people have performance and development plans,

which are regularly reviewed with their people leaders.

Performance plans are developed after ‘Line of Sight’

sessions, which enable our people to connect our strategy

with their functional plans and individual roles. Performance

plans include outcome based objectives, behavioural

measures and an individual development plan.

Formal performance reviews are undertaken annually for

all our people. As part of this, people leaders seek feedback

and participate in peer review and moderation sessions,

resulting in an overall performance rating and remuneration

recommendation that determines an individual’s total pay

(fixed remuneration and variable).

A similar process is undertaken each year for our executive

team, with our CEO making recommendations to our HRCC

for executive team members, and our HRCC leading the

performance review of our CEO, making recommendations

to our Board.

These processes are consistent with those set out in our

HRCC Charter, allow our Board to provide input into

individual performance outcomes, total reward approvals

(fixed and variable) and development plans and were

undertaken in the year ended 30 June 2018.

We have written agreements with the Managing Director

and each of our senior executives setting out the terms

and conditions of their employment.

Managing risk

Like all businesses, we are exposed to a range

of risks. Our risk management activities aim

to ensure we identify, prioritise and manage

key risks so we can execute our strategies and

achieve our goals.

Risk management

No business can thrive without taking risk. Effective risk

management is about informed risk taking and appropriate

and active risk management.

We seek to understand and respond to our current and

future business environment, actively and robustly evaluating

opportunities and initiatives which protect and achieve

our business strategies. We strive to understand, meet and

appropriately balance stakeholders’ expectations to deliver

value to shareholders and a sustainable environment for

Chorus in the long term.

Our Board

Our Board is ultimately responsible for risk management

governance:

• Annually setting risk appetite and tolerances and

reviewing principal risks;

• Approving and regularly reviewing our Managing Risk

Policy and risk management framework;

• Promoting a culture of proactively managing risk; and

• Through our ARMC, providing risk oversight and monitoring.

Risk appetite

Our risk appetite sets our tolerable levels of risk and

forms a dynamic link between strategy, target setting

and risk management. It draws together risk metrics and

management to set boundaries for day-to-day decision

making and reporting.

Principal risks

Principal risks are our key risks. These are assessed on a risk

profile identifying likelihood of occurrence and potential

severity of impact. Current principal risk categories are

identified via a comprehensive enterprise risk management

framework encompassing financial and non-financial risks.

They include:

• Business risk: e.g. network quality and availability;

customer; competitive environment; IT; suppliers;

technological change;

• People & culture: e.g. health & safety; engagement;

capability; talent; 

• Regulatory risk: e.g. regulatory environment;

legal compliance; and

• Financing risk: e.g.: capital management.

Corporate Governance Statement 20188
Risk management processes

Our Managing Risk Policy mandates one framework

for risk management to:

• Integrate risk management in line with our Board’s

risk appetite into structures, policies, processes and

procedures; and

• Deliver regular principal risk reviews, reporting

and monitoring.

Principal risks are owned by relevant executives. This promotes

integration into operations and planning and a culture of

proactive risk management. Notwithstanding individual

ownership, our CEO and executive hold collective

responsibility for considering how risk and events inter-relate

and for managing our overall risk profile.

Principal risks are reported to our ARMC quarterly and

as required by exception. Our ARMC reports to our Board.

Principal risks are assessed with each responsible executive

and collectively with the executive team before being

reported to the ARMC. This allows for constructive challenge

and debate. Project and functional area risk assessment and

monitoring is undertaken by each responsible executive

with assistance from our Manager Risk & Business Assurance.

Our Board also receives management and other internal and

external reporting over risk positions and risk management

operation (including from internal audit plans approved by

the ARMC) through our overall governance framework.

Our risks are not static. Our CEO and executive regularly seek

to identify emerging risks in line with our strategic direction

and risk management framework.

Before our Board approves the financial statements, our

CEO and CFO provide a certificate as to the appropriateness

of those financial statements.

Internal audit

We operate a co-sourced internal audit model with our

Manager Risk & Business Assurance supported by external

advisors (principally PricewaterhouseCoopers) to provide

additional resource and specialist expertise as required.

The responsibilities of our internal audit function include:

• Assisting our ARMC and Board in their assessment of

internal controls and risk management;

• Developing an audit plan for review and approval by the

ARMC each year;

• Undertaking the plan and reporting progress against it,

significant changes, results and issues identified; and

• Escalating issues as appropriate (including to our ARMC

and/or Board chairs).

Our executive team and ARMC monitor key outstanding

internal audit issues and recommendations as part of regular

quarterly reporting and review.

Our ARMC has direct and unrestricted access to our internal

audit function, including meeting them without management.

Our Manager Risk & Business Assurance has a management

reporting line to our General Counsel & Company Secretary

and a direct reporting line to our ARMC. Our ARMC reviews

the remuneration and incentive arrangements of our

Manager Risk & Business Assurance each year.

The risk and

control environment

2. Risk assessment and ratings

– Risk assessment (likelihood and impact)

– Risk ratings (critical, high, medium, low)

5. Annual risk reviews

– Completeness,

accuracy and validity

of principal risks

– Effectiveness of the

risk management

process

1. Risk identification and description

– Risk identification and description

– Recording principal risks

3. Risk mitigations

– Risk responses

– Mitigating controls

– Action plans

4. Regular risk reporting

– Mitigation status

– Risk trends

– Current and potential risks

– Action plan status

Assurance

Management assurance

Independent assurance

(including internal audit,

external audit)

Corporate Governance Statement 20189
External auditor

Our Board and ARMC monitor the ongoing independence

and quality of our external auditor. Our ARMC also meets

with our external auditor without management present.

Our ARMC Charter and External Auditor Independence

Policy amongst other things:

• Prohibit the provision of certain non-audit services

by our external auditor;

• Require ARMC pre-approval of all audit and permitted

non-audit services;

• Require our external auditor lead/engagement partner

to be rotated every five years (with a five year cooling off

period) and other audit partners to be rotated every seven

years (with a two year cooling off period);

• Require our ARMC to review our external auditor’s fees half

yearly (including the ratio of fees for audit vs. non-audit

services); and

• Impose restrictions on the employment of former external

audit personnel.

The non-audit services undertaken by our external auditor

KPMG in the year to 30 June 2018 are set out in the notes to

our financial statements in our annual report. Those services

were provided in accordance with our ARMC Charter and

External Auditor Independence Policy and did not affect

KPMG’s independence, including because:

• They were approved only where we were satisfied they

would not have a material bearing on KPMG’s external

audit procedures; and

• They did not involve KPMG acting in a managerial or

decision-making capacity.

KPMG confirm their independence via independence

declarations every six months.

Our external auditors attend our ASM each year.

Acting ethically

Codes of ethics

Directors and employees are expected to act honestly and

with high standards of personal integrity. Codes of ethics

for our Directors and employees set the expected minimum

standards for professional conduct. These codes facilitate

behaviour and decisions that are consistent with our values,

business goals and legal and policy obligations, including

in respect of:

• Conflicts of interest;

• Gifts and personal benefits;

• Use of corporate property, opportunities and information;

• Confidentiality;

• Compliance with laws and policies; and

• Reporting unethical behaviour.

We have communicated our codes of ethics and provided

training to our Directors and employees. Our people are also

encouraged to report any unethical behaviour. All reported

breaches of our codes of ethics are investigated.

Other policies reinforce the behaviours we expect at Chorus,

including:

• Bribery & gifts: Acceptance of bribes, or gifts/other

benefits which could be perceived as influencing decisions,

are prohibited under our People Code of Ethics Policy.

Our Acceptance of Gifts Policy sets out the parameters

within which gifts and entertainment may be accepted

and our approval processes for gifts and entertainment

over $150.

• Anti-bullying, Harassment and Discrimination: Our Anti-

bullying, Harassment and Discrimination Policy reinforces

our commitment to a psychologically and physically

safe working environment including our zero tolerance

approach to bullying, harassment and discrimination.

• Whistle blowing and fraud: Our Whistle Blowing

and Fraud policies allow for confidential reporting of

serious misconduct or wrongdoing and suspected fraud

or corruption.

We did not receive any reports of serious instances

of unethical behaviour in the year to 30 June 2018.

Trading in Chorus securities

All non-executive Directors are encouraged to hold

Chorus shares.

All trading in Chorus securities by Directors and employees

must be in accordance with our Insider Trading Policy.

That policy prohibits trading in Chorus securities while in

possession of inside information and requires, amongst

other things:

• Directors to notify, and obtain consent from, the chair (or in

the chair’s case, the chair of our ARMC) before trading; and

• Employees identified as potentially coming across

information which may be market sensitive (“restricted

persons”), to obtain consent from our General Counsel &

Company Secretary (or in our General Counsel & Company

Secretary’s case, our Board chair) before trading.

Trading in Chorus shares or NZX listed bonds by Directors is

disclosed to our Board, the NZX and ASX. Trading by “senior

managers” is disclosed to the NZX.

Corporate Governance Statement 201810
Market disclosures

We are committed to providing timely, consistent and credible

information to promote orderly market behaviour and

investor confidence. We believe disclosure should be evenly

balanced during good times and bad, and that all parties in

the investment community have fair access to information.

We have a Board approved Disclosure Policy and a CEO

approved Market Disclosure Policy setting out our

disclosure responsibilities and processes in more detail.

Our disclosure policies are designed to ensure:

• Roles of Directors, executives and employees are clearly

set out.

• Appropriate reporting and escalation mechanisms are

established to ensure potentially material matters are

escalated appropriately.

• There are robust and documented confidentiality protocols

in place where appropriate.

• Only authorised spokespersons comment publicly, within

the bounds of information which is either already publicly

known or non-material.

Our approach to tax

We take our tax obligations seriously and work closely with

Inland Revenue to ensure we meet our tax obligations.

We obtain external advice and Inland Revenue’s views

(through informal correspondence, determinations or rulings)

in respect of unusual or material transactions.

As we operate only in New Zealand all our tax is paid

in New Zealand at the prevailing corporate tax rate

(currently 28%). We have paid all taxes we owe and

all tax compliance obligations are up to date.

Shareholder communications

and meetings

We are committed to fostering constructive

relationships with shareholders that encourage

engagement with us, including by:

• Communicating clearly and effectively with them;

• Giving ready access to balanced and understandable

information;

• Making it easy for shareholders to participate in general

meetings; and

• Maintaining an up to date website providing information

about our business and affairs.

Our investor relations programme is designed to further

facilitate two-way communication with shareholders, provide

them and other market participants with an understanding

of our business, governance and performance and an

opportunity to express their views. As part of this programme

we enable investors and other interested parties to ask

questions and obtain information, meet with investors and

analysts and undertake formal investor presentations. Our

annual and half year results presentations are made available

to all investors via webcast.

Annual meetings are held in main centres and webcast to

enable shareholders to view and hear proceedings online.

We enable shareholders to vote by proxy ahead of meetings

without having to physically attend or participate in those

meetings and adopt the one share one vote principle,

conducting voting at shareholder meetings by poll. Because

of the ownership restrictions contained in our Constitution,

there may be rare circumstances where, in the event that the

restriction is breached, our Board may prohibit the exercise

of voting rights. See our annual report and Constitution for

more information on our ownership restrictions.

We consider that shareholders should be entitled to vote

on decisions which would change the essential nature of

our business.

Shareholders are also able to ask questions of, and express

their views in respect of, our Board, management and

auditors (including via appointed proxies) at and before

annual meetings.

We encourage shareholders to communicate with us and

our share registrar electronically, including by providing

email communication channels and online contact details

and instructions on our website.

ARBN 152 485 848

---

We’ve made strong progress this year
in our quest to keep New Zealand new.

It is easy to overlook the scale and pace of the technological

change we’re bringing to New Zealand communities. More than

900,000 homes and businesses now have fibre at their gate and

uptake has surged from 35% to 45% during FY18. This has been

achieved through our focus on the more visible and challenging

part of our broadband rollout – the connection from the street

into customers’ homes and businesses. We didn’t get it right

every time, but we’ve continued to improve the experience

for customers while completing 156,000 fibre installations.

That’s a 20% lift in productivity from the previous year.

We ended the year with 64% of our broadband connections on

either fibre or high-speed VDSL broadband, up from 45% last

year. This was driven by our shift to being an active wholesaler,

investing to promote awareness of the better broadband

options already available to many New Zealanders through

advertising, collaborative campaigns with retailers and our

own door knocking initiatives. This new approach, combined

with underlying demand for broadband, helped us to turn

last year’s decline of 40,000 broadband connections into a

gain of 1,000 connections for FY18. Although competition

from wireless and other fibre networks meant our total

fixed line connections continue to reduce, the pace slowed

to 76,000 connections compared to 125,000 connections

in FY17. This reduction in connections was predominantly

copper lines outside of our fibre network areas.

Against this backdrop of declining connection numbers,

we took steps to implement a range of cost management

initiatives identified in our FY17 strategic review. This included

reducing our internal workforce by 12%, from peak August 2017

levels, as part of broader organisational change. We achieved

net profit after tax of $85 million and EBITDA of $653 million,

m

odestly above the top end of our initial FY18 EBITDA guidance

dear

investors

Letter to investors:

FY18 full year result

Dividend reinvestment plan

for shareholders

A dividend reinvestment plan is available to our Australian

and New Zealand resident shareholders with a discount

rate of 3% for the 9 October 2018 dividend payment.

If you haven’t previously registered to participate and

wish to do so, you’ll need to have registered your

participation by 5:00pm (NZ time) on 26 September 2018.

You can register by logging into our Computershare

profile at www.investorcentre.com/nz or downloading

the Participation Notice at www.chorus.co.nz/dividends

and returning it to Computershare.

The full terms of the reinvestment plan can be read

in our Offer Document dated February 2016 at

www.chorus.co.nz/dividends, or you can request a

copy free of charge. Our most recent audited financial

statements, and auditor’s report, are included in our

2018 annual report, which is available free of charge on

request and at www.chorus.co.nz/financial-results.

Adjusted

2

EBITDA

Employee engagement score

Broadband connections

Net profit after tax

FY18

57%

FY17

81%

FY18

$85m

FY17

$113m

FY18

1,187,000

FY17

1,186,000

FY18

$653m

FY17

$710m

2

EBITDA

1

Dividend

Fixed line connections

Fibre connections

FY18

22cps

FY17

21cps

FY18

445,000

FY17

305,000

FY18

1,526,000

FY17

1,602,000

FY18

$653m

FY17

$652m

1 Earnings before interest, income tax, depreciation and amortisation

(EBITDA) is a non-GAAP profit measure. We monitor this as a key

performance indicator and we believe it assists investors in assessing

the performance of the core operations of the business.

2

Adjusted to reflect the effect the NZ IFRS accounting standards

adopted in FY18 would have had if they had applied in FY17.

FY18 results overview

o
f $625 million to $650 million. This compares with adjusted

1


FY17 EBITDA of $710 million, reflecting the effect of fewer

connections on our revenues. A fully imputed final d ividend of

13 cents per share will be paid on 9 October 2018, bringing

total dividends for FY18 to 22 cents per share.

Our focus on tight cost management meant we met our

fibre capital expenditure forecasts for another year, despite

a record year for fibre connections and inflation in the wider

construction market. Our commitment to investing in a fibre

future was evident in our August 2017 UFB2+ agreement with

the Government to take fibre even further. By the end of 2022

we’ll have extended fibre to about three-quarters of the 87%

of New Zealanders to be covered by the UFB programme.

In the meantime, our investment in VDSL broadband upgrades

has helped narrow the digital divide, improving potential

broadband speeds for up to 85,000 rural addresses.

We invested in bridging the digital divides within urban

communities too. We worked with Network for Learning,

a government education group, to trial the extension of

a school wi-fi network to students in the surrounding

community, using our street poles and copper cables in new

ways. This was part of our innovation initiatives, focused on

identifying opportunities to use our network assets to develop

future products and services. We’ve also run trials to develop

connectivity options for the Internet of Things, network edge

computing and television broadcasting. The success of these

trials has increased our belief in the potential socio-economic

benefits our infrastructure can bring to New Zealanders, while

providing future alternative sources of revenue for our business.

Regulatory clarity remains critical to our focus on long-term

shareholder value. We worked through the year to assist

the progress of the utility style regulatory framework, as

initially set out in draft legislation in August 2017, through

Select Committee and revised legislation is expected before

Parliament in FY19. We look forward to working with the

Commerce Commission on a smooth and timely transition

to a framework that aligns the interests of customers and

investors through recognition of a fair return on investment.

Outlook

This financial year, FY19, will be the peak year of our fibre

rollout with a large step up in the number of premises to be

passed. Auckland and Wellington are expected to be largely

complete by the end of the financial year, while the UFB2 rollout

will see us bridging the digital divide in a growing number of

smaller towns and communities. We need to maintain our

relentless focus on keeping the rollout on time and on budget,

so that we deliver on our contractual commitments and the

expectations of customers keenly awaiting access to fibre.

We expect customer demand for fibre connections to maintain its

strong momentum. In larger centres where we are approaching

the end of the UFB1 rollout, awareness of fibre is already high

and there are a lot of people keen to connect after seven years

of waiting. For smaller communities, the rollout of fibre is a

high profile event that generates strong interest of its own

accord, as well as an opportunity for retailers to compete in

areas they may not have previously marketed to. We need

to keep improving the fibre installation process so we both

increase our productivity and customers’ satisfaction with the

experience. We’ve already raised the bar by setting ourselves

the target of reducing customer effort to a single visit for a large

proportion of customers. Achieving this requires us to work even

more collaboratively with our service company partners and

retailers to get our processes and systems working in concert.

The strategic changes we started making in FY18 and are

continuing through FY19 are focused on achieving our

objective of a return to modest EBITDA growth in FY20.

This aspiration is subject to no material changes in the expected

regulatory environment or competitive outlook. Our return to

broadband connection growth in FY18, together with strong

forecasts for urban housing development and underlying

broadband trends – such as fibre uptake and the demand

for streamed video content – give us added confidence

in our strategy. By innovating for growth and optimising

today’s business, we believe our infrastructure will continue

to help make New Zealand better well into the future.

If you’d like more detail on our financial results, the annual

report and a recorded webcast of our results briefing will be

available on our website at www.chorus.co.nz/financial-results.

Thank you for your support of Chorus.

Kind regards

Patrick Strange

Chair

More than 60% of New Zealand households are estimated to be

on unlimited broadband plans and average monthly bandwidth

demand on our network grew from 155 gigabytes (GB) per

customer to 210GB in the 12 months to the end of FY18. Usage

for fibre customers was higher again at an average of 297GB per

month. Much of this demand is occurring in the evening as more

New Zealanders shift to streaming video on demand services.

We've seen average peak usage on our network grow 37%.

Figure 1:

Monthly average data usage per connection on our network

0

50

100

150

200

250

300

DEC 2015

DEC 2014DEC 2016

MAR 2017

JUN 2015

MAR 2015

SEP 2016

MAR 2016

JUN 2016

JUN 2017

SEP 2015

MAR 2018

SEP 2017

JUN 2018

DEC 2017

CopperFibreAverage

Data usage (GB)

62%

of New Zealanders now stream video on demand,

up from 12% in 2014 – NZ On Air

1 Adjusted to reflect the effect of the new NZ IFRS accounting standards

adopted in FY18 as if they had applied in FY17.

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.

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