Fonterra Co-operative Group Limited logo

Fonterra Annual Results 2018

Full Year Results12 September 2018FCGConsumer Staples

Page 1



Reporting Period 12 months to 31 July 2018

Previous Reporting Period 12 months to 31 July 2017



Amount

(m’s)

Percentage

Change

Revenue from ordinary activities NZ$20,438 6%

Profit (loss) from ordinary activities after tax attributable to

security holder

1


NZ$(196) (126)%

Net profit (loss) attributable to security holders NZ$(221) (130)%


1

Net profit attributable to shareholders of the company is equivalent to profit from ordinary activities after tax attributable to

shareholders of the company (as required to be disclosed pursuant to Clause 1.2 of Appendix 1 of the Fonterra Shareholders’

Market Listing Rules, and Clause 1.2 of Appendix 1 of the NZX Debt Market Listing Rules).


Interim/Final Dividend

Amount per Security

Imputed Amount

per Security

No final dividend to be paid $0.00 $0.00


Record Date -

Dividend Payment Date -


Comments -


To be followed by the balance of the information required in the report pursuant to Appendix 1 – Including

the Net Tangible Asset amount per security for the current and previous reporting period.

---

13 September 2018
FONTERRA ANNOUNCES FY18 ANNUAL RESULTS AND OUTLOOK FOR FY19


• Total Cash Payout for 2017/18 season: $6.79

o Farmgate Milk Price $6.69 per kgMS

o Dividend of 10 cents per share

• New Zealand milk collections: 1,505 million kgMS, down 1%

• Sales volumes: 22.2 billion Liquid Milk Equivalents (LME), down 3%

• Normalised sales revenue: $20.4 billion, up 6%

• Net loss after tax: $196 million

• Normalised EBIT: $902 million, down 22%

• Normalised gross margin: 15.4%, down from 16.9%

• Return on capital: 6.3%, down from 8.3%

• Normalised earnings per share: 24 cents

• Gearing ratio: 48.4%, up from 44.3%

• FY19 forecast Farmgate Milk Price: $6.75 per kgMS

• FY19 forecast earnings per share range: 25-35 cents


* Non-GAAP measures. Information on the non-GAAP financial information used by Fonterra are found at the

end of this document.


Today Fonterra announces its FY18 annual results, the plan to improve its business performance

and the outlook for FY19.


The Co-operative reports a Net Loss After Tax of $196 million. Normalised EBIT was $902 million,

down 22%, the Co-operative’s gearing ratio was up from 44.3% last year to 48.4% and return on

capital was 6.3%, down from 8.3%.


Fonterra CEO Miles Hurrell says the Co-operative’s business performance must improve.


“There’s no two ways about it, these results don’t meet the standards we need to live up to. In

FY18, we did not meet the promises we made to farmers and unitholders,” says Mr Hurrell.


“At our interim results, we expected our performance to be weighted to the second half of the year.

We needed to deliver an outstanding third and fourth quarter, after an extremely strong second

quarter for sales and earnings – but that didn’t happen.”


Mr Hurrell says that in addition to the previously reported $232 million payment to Danone relating

to the arbitration, and $439 million write down on Fonterra’s Beingmate investment, there were four

main reasons for the Co-operative’s poor earnings performance.


“First, forecasting is never easy but ours proved to be too optimistic. Second, butter prices didn’t

come down as we anticipated, which impacted our sales volumes and margins. Third, the increase

in the forecast Farmgate Milk Price late in the season, while good for farmers, put pressure on our

Fonterra Co-operative Group
Confidential to Fonterra Co-operative Group Page 2


margins. And fourth, operating expenses were up in some parts of the business and, while this was

planned, it was also based on delivering higher earnings than we achieved.

“Even allowing for the payment to Danone and the write down on Beingmate, which collectively

account for 3.2% of the increase in the gearing ratio, our performance is still down on last year.”


Mr Hurrell says when looking at the underlying performance of the business, which you can see in

the normalised EBIT of $902 million, progress has been made in moving more milk into higher

value products.


“While sales volumes were down 3% in FY18, a larger proportion of milk was sold through

Consumer and Foodservice and Advanced Ingredients. In fact, 45% of our sales volumes were

through these businesses and this is up from 42% in FY17, despite the higher input-price

environment.


“Our Consumer and Foodservice business grew in all regions, except Oceania, with our strongest

growth in Greater China. Of particular note, our Consumer business in China broke even this year,

two years ahead of schedule. A big contributor to this success is the popularity of Anchor, which is

now the number one brand of imported UHT milk in both online and offline sales in China.


“Despite this progress, performance across the Co-operative was below our expectations. Based

on this, the Board has decided to limit our dividend to just the 10 cents paid in April and has

confirmed the final Farmgate Milk Price for the 2017/18 season at $6.69 per kgMS,” added Mr

Hurrell.


Plan to lift Fonterra’s business performance


Mr Hurrell says these results are not just numbers – they’re the livelihoods of the Co-operative’s

farmers and their families and the investment of unitholders.


“There are people depending on us – farmers, unitholders and employees who want to be part of a

successful Co-operative. We are putting in place a clear plan for how we are going to lift Fonterra’s

performance. It relies on us doing a number of things differently.


Fonterra’s Board and Management has outlined a plan based on three immediate actions:


1. Taking stock of the business – Fonterra will re-evaluate all investments, major assets and

partnerships to ensure they still meet the Co-operative’s needs today. This will involve a

thorough analysis of whether they directly support the strategy, are hitting their target return on

capital and whether it can scale them up and grow more value over the next two-three years.

This will start with a strategic review of the Co-operative’s investment in Beingmate.


2. Getting the basics right – Fonterra has already begun taking action and fixing the businesses

that are not performing. The level of financial discipline will be lifted throughout the Co-

operative so debt can be reduced and return on capital improved.


3. Ensuring more accurate forecasting – the business will be run on more realistic forecasts

with a clear line of sight on potential opportunities as well as the risks. It will also be clear on its

assumptions, so farmers and unitholders know exactly where they stand and can make the

decisions that are right for them and their businesses.


Outlook for 2019


The forecast Farmgate Milk Price for the 2018/19 season is held at the $6.75 per kgMS Fonterra

announced at the end of August and the Co-operative’s forecast earnings per share range for FY19

is 25-35 cents.


At $6.75 per kgMS the forecast Farmgate Milk Price for the 2018/19 season is the third consecutive

year of strong milk prices. That’s good for farmers and for rural economies where farmers spend 46

cents of every dollar they earn.

Fonterra Co-operative Group
Confidential to Fonterra Co-operative Group Page 3


Chairman John Monaghan says the Co-operative is being clear with farmers and unitholders on

what it will take for the Co-operative to achieve the forecast earnings guidance.


“For the first time we are sharing some business unit specific forecasts. Among others, these see

the Ingredients and Consumer and Foodservice businesses achieving an EBIT of between $850

million and $950 million, and between $540 million and $590 million, respectively.”


“FY19 is about lifting the performance of our Co-operative.


“We are taking a close look at the Co-operative’s current portfolio and direction to see where

change is needed to do things faster, reduce costs and deliver higher returns on our capital

investments.


“This includes an assessment of all of the Co-operative’s investments, major assets and

partnerships against our strategy and target return on capital. You can expect to see strict discipline

around cost control and respect for farmers’ and unitholders’ invested capital. That’s our priority.”


Click here to view Fonterra’s Annual Results presentation and Annual Report.


Visit the Annual Results multimedia page to access B-roll and five short, downloadable audio grabs

of Chairman John Monaghan, CEO Miles Hurrell and CFO Marc Rivers talking about aspects of this

announcement.


Non-GAAP financial information


Fonterra uses several non-GAAP measures when discussing financial performance. These

measures include normalised segment earnings, normalised EBIT, EBIT, normalisation

adjustments and payout. These are non-GAAP financial measures and are not defined by NZ IFRS.

Management believes that these measures provide useful information as they provide valuable

insight on the underlying performance of the business. They are used internally to evaluate the

underlying performance of business units and to analyse trends. These measures are not uniformly

defined or utilised by all companies. Accordingly, these measures may not be comparable with

similarly titled measures used by other companies. Non-GAAP financial measures should not be

viewed in isolation nor considered as a substitute for measures reported in accordance with NZ

IFRS. These non-GAAP measures are not subject to audit unless they are included in Fonterra’s

annual financial statements.


Definitions of the non-GAAP measures used by Fonterra, and reconciliations of the NZ IFRS

measures to the non-GAAP measures can be found on page 106 and 107 of Fonterra’s Annual

Report that is available on Fonterra’s website.



For further information contact:


Fonterra Communications

24-hour media line

Phone: +64 21 507 072


About Fonterra

We’re a global dairy nutrition company owned by 10,000 farmers and their families. We’ve built our expertise

on the legacy of the thousands of farmers who’ve made New Zealand a world leader in dairy. With a can-do

attitude and a collaborative spirit, we’re a world leading dairy exporter. Our 22,000 people share the

goodness of dairy nutrition with the world through our innovative consumer, foodservice and ingredient

solutions brands, and our farming and processing operations across four continents.

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---

FONTERRA
ANNUAL REPORT

2018

THE YEAR AT
A GLANCE 2018

NZ Milk Collection

for the 2017/18 season

Farmgate Milk Price

Normalised EBIT

Free Cash Flow

1

,

505

$

6.69 kgMS

$

902 million

$

600 million

1 Includes Intangibles and Equity Accounted Investments

million

kgMS

Normalised

Earnings Per Share

24

cents

Return

on Capital

1

6.3

%

per

02
Day in the

life of our

Co-operative

Page 02

14

Letter from

our Chairman

Page 14

Letter from our CEO

Page 16

Making change,

with purpose

Page 18

Our Ambition

Page 20

Where they know us

Page 22

Our year in review

Page 24

26

Healthy

environments and

strong communities

Page 26

Nutrition –

what we sell

Page 28

Environment

Page 30

Community

Page 32

34

Co-operative

solutions

Page 34

Working for

our farmers

Page 36

Farmer spotlight

Page 38

Honour Roll for

Milk Quality

Excellence

Page 40

CONTENTS

Our StoriesOur Co-operativeOur SustainabilityOur Farmers

Fonterra uses several non-GAAP measures when discussing fi nancial performance. These measures include normalised segment earnings, normalised EBIT, EBIT, normalisation adjustments and payout. These are non-GAAP fi nancial measures and are not defi ned by NZ IFRS. Management believes that these measures provide useful information as they provide valuable insight on the underlying performance of the business. They are used internally to evaluate the underlying performance of business units and to analyse trends. These measures are not uniformly defi ned or utilised by all companies. Accordingly, these

measures may not be comparable with similarly titled measures used by other companies. Non-GAAP fi nancial measures should not be viewed in isolation nor considered as a substitute for measures reported in accordance with NZ IFRS. These non-GAAP measures are not subject to audit unless they are included in Fonterra’s annual fi nancial statements.Please refer to page 106 for the reconciliation of the NZ IFRS measures to the non-GAAP measures and page 107 for defi nitions of the non-GAAP measures used by Fonterra.

42
Employee

spotlight

Page 42

Our Board

Page 44

Our Management

Team

Page 46

48

Group fi nancial

metrics

Page 48

Group Overview

Page 50

Ingredients

Page 54

Consumer

and Foodservice

Page 56

China Farms

Page 60

Historical Financial

Summary

Page 62

70

Corporate

Governance

Page 70

84

Summary

Financial

Statements

Page 84

108

Directory

Page 108

Our PeopleOur PerformanceOur Corporate GovernanceOur DirectoryOur Financial Summary

OUR STORY STARTS HERE
FONTERRA ANNUAL REPORT 2018

02

PRODUCTION
1,505m kgMS

Our home is New Zealand, where we’ve

been dairy farming for almost 150 years.

Our location makes us unique. We’re

the first country to see the sunrise

every morning and we’re one of the best

places to produce dairy in the world.

Our grass fed farming model puts

New Zealand dairy in high demand

around the world. This year, our 10,000

farming families produced 1,505 million

kilograms of milk solids (kgMS).

FARM 40931


STRATFORD, TARANAKI

Matt and Kathryn Roberts


Farmer owners since 2008

FONTERRA ANNUAL REPORT 2018

03

About half of
every dollar a

farmer earns is

spent in their

local community.

HELPING THE COMMUNITY

Our farmers’ hard work makes a

significant contribution to regional

New Zealand and to the national

economy. This year, our farmers

earned $6.69 for every kilogram

of milk solids they produced.

FARMGATE MILK PRICE

$6.69 kg MS

46cents

per

FARM 34410


SOUTHERN SOUTHLAND

Scott McKenzie, Greenbush Farm


Farmer owners since July 2008

FONTERRA ANNUAL REPORT fi150

04

FARM 71284

PUKEKOHE

Steve and Catherine Liefting, farmer owners since 2012,


their son Drew is pictured here

FARM 79149


REPOROA

Luana and AJ Axtens


Farmer owners since 1999

FONTERRA ANNUAL REPORT 2018

05

Our country’s environment is precious
and a big part of our national identity.

Along with our farmers, Fonterra

wants to leave things better than we

found them for generations to come.

That’s why we’ve signed a pledge,

committing to make New Zealand

rivers swimmable for our children

and grandchildren. It’s also why we

have a pathway mapped out with

the New Zealand Government to

achieve net zero emissions across

our manufacturing sites by 2050

and climate neutral growth for

on-farm emissions in New Zealand

by 2030 from a 2015 baseline.

% OF FONTERRA FARMERS

WHO REPORT ON NITROGEN

2018

2017

2016

2015

2014

2013

34

59

76

86

95

97

FONTERRA ANNUAL REPORT 

06

LIVING WATER
TARANAKINowell’s Lakes in Taranaki are a signifi cant wetland on one of our Whareroa farms and are managed as a joint Fonterra/Community project

FARM 47870PATOKA, HAWKES BAY

Nick Dawson Farmer owner since 2004

FONTERRA ANNUAL REPORT 

07

We add the most value possible to our
farmers’ milk. Since the 2016 financial year,

we’ve invested in eight new, resource-

efficient plants and lines that have increased

our ability to process more volumes of milk

into consumer and foodservice products.

COMMISSIONED /

DUE TO BE COMMISSIONED

FY16

New sliced cheese at Eltham

FY17

New UHT line at Waitoa

FY18

New cream cheese and mini dish butter at Te Rapa

Two new UHT lines at Waitoa

FY19

New cream cheese plant at Darfield

Third mozzarella line at Clandeboye

New butter line commissioned at Edgecumbe

to meet global demand

DARFIELD PLANT


CANTERBURYOur advanced plant at Darfield started production this year and is set to manufacture 24,

000 MT of cream cheese annually

FONTERRA ANNUAL REPORT fi150

08

WAITOA UHT PLANT
WAIKATOWaitoa UHT can pack 14 containers per day which are shipped to China, Taiwan and the Philippines

FONTERRA ANNUAL REPORT 

09

We provide
great nutrition

through well-known

brands like Anchor

TM


and Mainland

TM

.

At Fonterra we really

do believe that dairy

makes a difference

to people’s lives.

Our Fonterra

Milk for Schools

programme operates

in more than 70%

of all New Zealand

primary schools.

FONTERRA

MILK FOR SCHOOLS

70%

FONTERRA ANNUAL REPORT fi150

10

TAUWHARE SCHOOL
HAMILTONRichie McCaw helping with recycling Fonterra Milk for Schools packs

FONTERRA ANNUAL REPORT 

11

About 95% of our farmers’ milk is
exported from New Zealand. It’s

used by customers and consumers

in so many ways.

By taking New Zealand milk to

the world our farmers are helping

contribute about $8 billion back

into the New Zealand economy

every year.

MILK EXPORTS

95%

FONTERRA ANNUAL REPORT 

12

SHANGHAI
Our Anchor

TM

UHT milk

is a popular everyday nutritional drink in China

NIGERIA

Our aff ordable, vitamin-enriched milk powder is ideal for markets such as Nigeria where daily income is low and aff ordability is paramount

FONTERRA ANNUAL REPORT 

13

We haven’t met all of the commitments we’ve made to
our farmers and unit holders this year. It’s not the fi rst

time, but we’re determined to make sure it is the last.

Before we talk about the future, let’s look at the

commitments we have met.

The $6.79 total payout is the third highest in the last

decade. It represents more than $10 billion paid to our

farmers and a much-needed cash injection into our

rural communities.

Our Consumer business in China broke-even for the fi rst

time, two years ahead of expectation.

This year, 45% of our farmers’ milk went into higher-value

products, such as medical nutrition products, cooking

creams and fl avoured milk with 40% less added sugar.

With the support of our Co-op’s Sustainable Dairying

Advisors, 1,011 farms now have a Farm Environment Plan

to help improve environmental outcomes.

Our Global Operations business has committed to net

zero emissions across our manufacturing sites by 2050 to

help New Zealand meet its climate change commitments.

More than 140,000 primary school children received

free milk through our Milk for Schools programme every

school day this year.

We can be proud of those achievements, while

acknowledging that we didn’t get everything right.

The previously reported $232 million in payments

related to our arbitration with Danone, following the

2013 WPC80 precautionary recall, took 10 cents off our

earnings guidance.

Beingmate’s unacceptable performance over the year has

been frustrating.

The value of our Beingmate investment is now $204 million.

Beingmate has recently appointed a new, independent

General Manager and announced a modest net profi t at

its half year fi nancial result. We know our farmers and

unitholders expect a return on capital on every investment

and we continue to work closely with the team in China to

get the best possible result for the Co-op.

Our farmers rely on accurate forecasting when planning

within their own businesses. Our decision to update

our earnings guidance and reduce our 2017/18 forecast

Farmgate Milk Price late in the year was frustrating but

necessary to protect the balance sheet.

In hindsight, our second half year earnings forecast

was too bullish. We had just completed one of our best

single quarter performances and your Board and senior

management pushed the business to repeat that eff ort

in the last two quarters. We simply didn’t deliver across

almost every part of the business.

Better accuracy in our earnings forecasts is an obvious

priority for us in 2019.

Leadership changes

In March, we announced that CEO Theo Spierings would

leave the Co-op. It’s a conversation that the Board had

been having with Theo for a few months and we agreed

that after seven years it was the right time for Theo to

move on.

LETTER FROM THE CHAIRMAN

There’s a saying in sport that you’re only as good

as your last game. This year’s result tells us we

have plenty to work on to make the grade.

Meeting our

commitments

John Monaghan

Chairman

FONTERRA ANNUAL REPORT 

14

Theo leaves us as a friend of Fonterra. Under his
leadership we have a built a China business with an annual

revenue of $4 billion, our Foodservice business - which

was in its infancy when Theo took over - is now in total a

$2 billion a year operation, and we have new partnerships

with the world’s biggest online sellers, including Alibaba.

John Wilson’s decision to stand down as Chairman after

a health scare and to retire from the Board in November

was unexpected, but ultimately the right decision for John,

Belinda and their family.

John has made an important contribution to the

New Zealand dairy industry over more than 20 years. He’s

worked tirelessly on behalf of his fellow farmers within the

Co-op and defended our corner on regular trade missions

and policy discussions across the fi elds of science,

innovation, and environmental sustainability.

Looking ahead to FY19

These changes in leadership have given us cause to take

stock of where we are as a Co-op. At its core, our business

is in good heart. But we can always do better and it’s time

for a refresh in a number of areas.

We are taking a close look at the Co-op’s current portfolio

and direction to see where change is needed to do things

faster, reduce costs, and deliver higher returns on our

capital investments.

This includes an assessment of all of the Co-op’s

investments, major assets and partnerships against our

strategy and target return on capital. An investment we

are currently looking at all options on is Beingmate

in China.

We have reduced the number of Board working groups to

focus our eff ort on guiding, challenging and mentoring the

senior management team. They in turn will be taking more

accountability for the day-to-day delivery of performance.

Our $6.75 per kgMS forecast Farmgate Milk Price for the

2018/19 season is the third consecutive year of strong milk

prices. That’s good for farmers and for rural economies

where farmers spend 46 cents of every dollar they earn.

For our business, it means another year of higher input

costs and that is refl ected in our FY19 earnings guidance

of 25 – 35 cents.

We will continue to focus on our strategy of moving more

milk into higher value products. You can also expect to see

strict discipline around cost control and more respect for

our farmers’ and unitholders’ invested capital.

Our Co-op has a proud history. It’s built off the back of

the hard graft and quality milk of the farming families that

own it, and by the team of people that turns up to work

each day to do its best by those families, maximising the

value of their milk.

Your Board and Management know that we need to do a

better job at holding up our end.

That’s our priority.

John Monaghan

This year's key results

Total cash payout for 2017/18 season

$

6.79 per kgMS

New Zealand milk collection for 2017/18 season

1

,

505 million kgMS

$

43m

Fonterra Farm

Source

TM

rewards

and benefi ts

1

,

011

Farms have

Environment Plans

45% of our farmers’

milk went into

value-added

products this year.

Value-added

products

45

%

FONTERRA ANNUAL REPORT 

15

FONTERRA ANNUAL REPORT 

15

LETTER FROM THE CEO
There’s no two ways about it, these results are

disappointing and they simply don’t meet the promise

we made. I would like to briefl y answer three questions

to help explain what went wrong, highlight where

things are going well and, most importantly, step

through what we will be doing diff erently in FY19.

Where did we get it wrong?

We entered the second half of this year expecting our

performance to be weighted to the second half. The reality

is, for this to have happened we needed to deliver an

outstanding third and fourth quarter after what had been

an extremely strong second quarter for sales and earnings.

Unfortunately, this didn’t eventuate.

Forecasting is never easy, but ours wasn’t on the mark and

proved to be optimistic. Butter prices didn’t come down

as we anticipated, which impacted our sales volumes and

margins. The increase in the forecast Farmgate Milk Price

late in the season, while good for farmers, put pressure on

our margins. And our operating costs went up because of

higher costs in our Ingredients business, including some

one-off s. We also had additional costs for new category

growth and higher costs in Australia as we expanded

our business. In addition, we had higher IT and R&D

expenditure to support future development. While we

had planned for these costs to be up in FY18, we had also

planned for our earnings to be higher.

All of this happened in a year which was already challenging

because of the $232 million payment to Danone and the

$439 million write down of our investment in Beingmate.

If we hadn’t had these one-off events our performance

would still have been down on last year but not

by as much. It’s for this reason we look at our

normalised EBIT of $902 million – it gives us a

more meaningful comparison of our operating

performance to compare one year to another.

Where did we get it right?

When we look at our normalised EBIT and the underlying

performance of our business we can see progress has

been made in putting more of our farmers' milk into

higher value products. Not as much as we wanted but still

defi nite progress.

Sales volumes were down 3% in FY18 but what is

promising is that a larger proportion was sold in

Consumer, Foodservice and Advanced Ingredients – our

value-add businesses where we get higher gross margins.

In fact, 45% of the milk we sold was through these

businesses and this is up from 42% in FY17.

Consumer volumes were broadly fl at, but Foodservice

volumes were up 6% and across the two we added an

additional 131 million litres of Liquid Milk Equivalent

(LME). The slowdown in growth we saw in FY18 was

mainly due to higher prices, selling less butter and more

cream in Foodservice and the underperformance of our

New Zealand Consumer business.

We grew our businesses in all other regions with our

strongest growth in Greater China. In fact, our Consumer

business in China broke even this year, two years ahead of

our original seven-year target.

I’m going to get straight to the point, we have not

delivered on the commitments we made to farmers

and unitholders in the 2018 fi nancial year (FY18).

The headline fi nancial numbers speak for themselves.

Improving our

performance

Miles Hurrell

Chief Executive Offi cer

FONTERRA ANNUAL REPORT 

16

A big contributor to this success is the sheer popularity
of Anchor

TM

, both online and offl ine, as a trusted brand of

premium dairy.

Higher ingredient prices saw Consumer and Foodservice’s

input costs increase by $626 million. Through our

pricing strategies and brand strength we were able to

pass through $551 million of these costs in our products’

prices – so, while it was not the full amount, it was still

signifi cant. We always need to be mindful in our pricing

that there is a limit to what customers and consumers

are prepared to pay before they start looking at cheaper

alternatives to dairy and other supply sources.

What’s next?

I’ve had a hard look at our performance from the last fi ve

years. While our Farmgate Milk Price has improved, many

of our measures are not tracking in the right direction.

You can see this on page 48 and 49 in this report.

One of the reasons I took on this job is because I understand

these results aren’t just numbers – they’re the livelihoods of

our farmers and their families. There are people depending

on us and I want to contribute to their lives.

I’m committed and energised to turn these results

around – and so too is my team. I’ve set out a clear plan

for how we are going to lift our performance. It relies on

us doing the following:

1. Taking stock of the business – We will re-evaluate all

investments, major assets and partnerships, including

our Beingmate investment, to ensure they still meet

the Co-operative’s needs today. This will involve a

thorough analysis of whether they directly support the

strategy, are hitting their target return on capital and

whether we can scale them up and grow more value

over the next two to three years.

2. Getting the basics right – We have already begun

getting on and fi xing the businesses that are not

performing. The level of fi nancial discipline will be lifted

throughout the Co-operative so debt can be reduced

and return on capital improved.

3. Ensuring more accurate forecasting – The business

will be run on realistic forecasts with a clear line of

sight on potential opportunities as well as the risks.

We will also be more transparent in our assumptions

so farmers and unit holders know exactly where they

stand and can make the decisions that are right for

them and their businesses.

We have a lot of work ahead of us and a lot of ground to

make up. But that is my job for 2019 and I, along with my

team, will do everything in my control to make that happen.

Miles Hurrell

Key performance metrics

China Consumer

broke even this

year, two years

ahead of original

seven-year plan.

Net Loss After Tax

$

196 million

Normalised EBIT

$

902 million

Net Debt/EBITDA ratio

4.5 up from 3.5

Normalised operating expenses

$

2,496 million

22%

7%

down from

16.9%

Normalised

gross margin

15.4

%

down from

8.3%

Return

on Capital

6.3

%

FONTERRA ANNUAL REPORT 

17

“ We do not have a purpose statement that
expresses our reason for being and the

diff erence we make. We need a true north that

connects and provides a sense of belonging

and inspiration for the diverse people that

make up our Co-operative.” – Duncan Coull

From many angles – shareholder, council, board and management –

it became clear we needed to take stock on the future direction of our

Co-op. So we have been working hard, together, to define our purpose

and vision for Fonterra’s next stage, focussing on a simple challenge:

OUR CO-OPERATIVE

Farmer Shareholders

Richard Cookson, Waikato

Paul Marshall, Fiordland

Richard Stalker, North Canterbury

Judy Garshaw, Pukekohe

Sheree Ditchfield, Southland

Rachel Haddrell, Maungaturoto

(also a Fonterra employee)

Fonterra Employees

Tui Williams,

Team Leader, Farm Source

™ Stores

Rachel Irwin,

Farmer Engagement Specialist

Teresa Smyth,

Group Marketing Manger, Identity

Wendy Paul,

Director, Advocacy

Tom Newitt,

Manager, Sustainable Transformation

Alison Brewer,

General Manager, Shareholders' Council

Who’s making

this happen for us

Making change,

with purpose

18

Who we have spoken to
People we have engaged with to gain

insights into "why we exist".

• My Connect

Conference

• Online survey

• 200+ regional

meetings all

around the country

• Young Farmers

Forum

• Understanding

Your Co-operative

• Dairy Women's

Network (SI)

• Ma

-

ori shareholders

Over 2,000 farmers via:

• An online global survey

Over 3,300 global

employees via:

+ industry bodies and other key stakeholders

customers

160+

NZ Public via RepZ

700+

Plus previous insights from:

• We have tested our initial six Purpose

Themes with 235 diverse people

• We have narrowed down to a few options

• These will be tested widely in

September and October

• We plan to launch our new Purpose

before the end of 2018

Process and key

milestones from here

• Shareholders' Council

• Board

Governance:

• Fonterra

Management

Team

What gets you up in the morning?

What makes you feel inspired?

What makes you feel you belong

somewhere or to something?

What is the legacy that you want Fonterra to create?

• Togetherness

• People

• Land

• Care

• Future

We exist to:

1. Support our farmers and rural communities.

2. Create a sustainable dairy industry.

3. Contribute to a better world for

myself, my family, my children.

4. Be part of successfully taking New Zealand

dairy to the world.

Questions we asked

We heard our new

Purpose must refl ect

Top answers we heard

19

FONTERRA ANNUAL REPORT 

Sustainable
Co-op

Improving health and

nutrition, creating prosperity

for our farmers and

communities, and achieving

a healthy environment.

Innovative

Co-op

Preparing to lead in the face

of fast-moving trends, sudden

swings in customer behaviour

and unprecedented changes

in technology.

Focussed on

achieving our

ambition

We do this through

our strategy of converting

more milk into higher

returning products.

We are working towards

three horizons and have

made progress on all

three this year.

GROWTH

OUR CO-OPERATIVE

Strong

Co-op

Continuing our eff orts

to remain a Strong Co-op.

This earns us the right

and means to invest for

our future.

paid to farmers for

the 2017/18 season,

includes Farmgate

Milk Price and

Dividend.

$

10.3

billion

FONTERRA ANNUAL REPORT 

20

one of Europe’s
fastest growing sports

nutrition companies.

Investing in

foodspring

TM

,

Launched the Disrupt

10-Day Challenge

to focus our brightest talent on some

of our biggest business problems.

3 Communities of

Expertise established

in Robotic Process Automation,

Advanced Analytics and Digital

Activation to grow capabilities,

improve process and capture

value in new ways.

Launch of a dedicated

medical nutrition division

focussed on selling advanced

ingredient solutions to help

people suff ering from malnutrition

and other diseases, as well as

helping people age in good health.

New target to

increase ethnic

diversity in senior

leadership to

20% by 2022.

20%

1 9.3%

Energy effi ciency improved by 19.3%

in NZ manufacturing sites since FY03.

20152050

Net

Zero

2030

30%

Reduction

Manufacturing emissions target

Stock excluded

from 99.6%

of permanent

waterways on

our dairy farms

in New Zealand.

Volume to

higher value

Normalised EBIT

902m

Return on Capital

6.3

%

of the milk sold

in FY18 was

in Consumer,

Foodservice

and Advanced

Ingredients.

45

%

Building on indicative

fi ndings that one of our

probiotic strains reduces

gestational diabetes

by 68% and postnatal

depression by 50%, we’re

exploring with New

Zealand universities their

impact on pre-diabetes.

Disrupt helped us win the

Diversity and Inclusion Award

at the 2017 Deloitte Top 200 Awards.

68%

99.6

%

FONTERRA ANNUAL REPORT 

21

92
Employees

$793 Million

Revenue

United States

4,003

Employees

$2.27 Billion

Revenue

7

Manufacturing Sites

Latin America

(Chile, Brazil, Venezuela)

$

793m

OUR CO-OPERATIVE

Where they

know us

From the South

Pacifi c, we sell

dairy products and

ingredients to 138

markets around

the world.

To stay ahead on the global

stage we need our farmers' high

quality milk, kiwi ingenuity,

breakthroughs in dairy nutrition,

a great team and the scale to

punch above our weight. It can

be tricky from New Zealand to make

it internationally but we’ve managed

to do it and this means we can

take our farmers’ milk to the world

and bring the value back home.

$

2.27b

Markets we export to.

$

20.4b

Total Revenue

22,358

Total Employees

FONTERRA ANNUAL REPORT 

22

12,298
Employees

$2.08 Billion

Revenue

30

Manufacturing Sites

New Zealand

1,697

Employees

$3.98 Billion

Revenue

7

Farms

China

1,432

Employees

$1.84 Billion

Revenue

7

Manufacturing Sites

Australia

2,392

Employees

$5.68 Billion

Revenue

4

Manufacturing Sites

Rest of Asia

136

Employees

$681 Million

Revenue

1

Manufacturing Site

Europe

$

1.84b

$

2.08b

$

3.98b

$

5.68b

$

681m

5.68

$

3.12b

Rest of World

308

Employees

$3.12 Billion

Revenue

2

Manufacturing Sites

FONTERRA ANNUAL REPORT 

23

OUR CO-OPERATIVE
Our year in review

Looking back at some of

the big moments across our

business over the last year.

November 2017

New UHT line in

Waitoa opens

Joint venture establishes

Columbia River Technologies

in the US to meet growing

demand for whey protein

Three new fi nancial tools for

farmers launch

July 2017

2017/18 forecast Farmgate

Milk Price announced

at $6.75 per kgMS

September 2017

Our Australian fl agship cheese

plant in Stanhope re-opens

after a fi re in 2014

August 2017

Tiaki, our Sustainable Dairying

Programme, launches

Spring

Wet conditions impact NZ milk production volumes

FONTERRA ANNUAL REPORT 

24

February 2018
Number of properties impacted

by the spread of Mycoplasma

bovis increases

Hema Dairy Fresh Milk hits the

shelves of Alibaba’s retail stores

in China to meet rising demand

for premium fresh products

Partnership with the a2 Milk

Company forms the basis of

our fi rst commercial production

of a2 milk™

May 2018

Construction begins on new

Brightwater co-fi red wood

biomass burner

2017/18 forecast Farmgate Milk

Price raised to $6.75 per kgMS

August 2018

2017/18 forecast

Farmgate Milk Price

revised down to

$6.70 per kgMS and

indicated full year

dividend likely to

be the 10 cents

already paid

July 2018

New butter line at

Edgecumbe to meet global

consumer demand

March 2018

Investment in Beingmate

downgrade and 10 cent interim

dividend announced

Fonterra Milk for Schools

celebrates its fi fth year and

100 million packs of milk enjoyed

December 2017

Danone arbitration result

Farmers participate in Open

Gates event and our fi rst

Sustainability Report launches

2017/18 forecast Farmgate

Milk Price revised down to

$6.40 per kgMS

Foodservice business tops

$2 billion in annual revenue to

become New Zealand’s sixth

biggest export business

SummerAutumn

Dry summer in some regionsGood autumn leads to a surge in

production at the end of the season

100

m

FONTERRA ANNUAL REPORT 

25

OUR SUSTAINABILITY
We want to be a sustainable business. That’s why we’re

facing up to our challenges as a food producer.

Many of the world’s sustainability challenges are around

food. With a billion more people to feed by 2030, we need

to take urgent action.

The growing, making and distribution of food across the

world has a massive environmental, social and economic

footprint. Globally, food represents 30% of Greenhouse

Gas (GHG) emissions, 40% of employment and 10% of

consumer spending.

Fonterra supports the United Nations’ Sustainable

Development Goals and we work with others to make

signifi cant positive changes. We have prioritised ten goals

– these are the ones where we believe we can make the

most diff erence.

Our portfolio of products can help reduce hunger,

obesity and defi ciencies of key vitamins, thanks to

specifi c and improved formulations, aff ordable options

and nutritional guidance.

But we also know we need to improve our productivity,

reduce our impact on waterways and lower GHG

emissions. This sees us continuing to focus on resource

effi ciency, minimising waste right across the supply chain

and protecting and restoring freshwater ecosystems.

At the same time we contribute to decent and fair work

and economic growth for communities and reducing

poverty. We do this by providing good employment

opportunities along our value chain, paying a good income

to our farmers and sharing expertise with countries in the

early stages of developing their dairy industry.

Last year we published our fi rst annual Sustainability

Report covering our economic, social and environmental

impacts in accordance with the Global Reporting Initiative

Standards: Core Option. We will continue to include

summary information in our Annual Report but if you

are interested in fi nding out more please read our full

Sustainability Report.

This is what sustainable dairy farming

is all about and why sustainability is

core to our strategy.

Healthy environments

and strong communities

SUSTAINABILITY REPORT

FONTERRA 2017

FONTERRA ANNUAL REPORT 

26

Launched
Anmum

TM


Materna

Eliminated single-use

plastic bags

From Farm Source

TM

stores

(see page 34)

Promoting a healthy

and safe working

environment

Total recordable injury

frequency rate (TRIFR) is

6.1 per million hours worked

(see page 81)

New diversity targets,

50% women in senior

leadership by 2022

Developing a diverse,

skilled and agile workforce

(see page 72)

No added sugars

formulation

in Malaysia

Nutrition

Improving health and

wellbeing through the products

and services we deliver

Environment

Achieving a healthy environment

for farming and society

Community

Delivering prosperity for our

farmers and wider communities

Improved water

effi ciency at

Pahiatua by

64% since FY15

(see page 30)

64%

FONTERRA ANNUAL REPORT 

27

Nutrition – What we sell
Malaysia has launched a new

Anlene with MoveMax

TM

and

MFGM-Active

TM

for bone,

joints and muscle health.

Now with no added sugars

and more protein.

Movemax ready-to-drink.

Our total Anlene

TM

brand relaunched in

Thailand with upgraded formulation for

bones, joints and muscle health.

NZMP was awarded eight

medals at the International

Cheese Awards, one of the

world’s most prestigious cheese

competitions. Gold medals went

to NZMP’s Epicure cheese, made

at Lichfi eld and its Mild Cheddar,

made at Wynyard in Tasmania.

NZMP also won two silver and

four bronze awards.

Anchor

TM

Blue Top milk continues to

be New Zealand’s favourite branded

milk – with Kiwis drinking around

55 million litres in the last year.

The number of experts we

employ at our world class

Research and Development

Centre to make the best

and most innovative

products possible.

Dairy is packed full of goodness. It provides energy and

high-quality protein which helps grow and repair muscles.

It also helps meet the body’s needs for calcium, phosphorus, potassium and

vitamin B2, B12 and Vitamin A. Our farmers’ milk is helping improve health

and wellbeing for people around the world. Here’s a snapshot of how we

helped this year.

55

m

litres

310

8

OUR SUSTAINABILITY

Bodiology

Our new All-In-One

Supplement helps support,

rebuild and repair joints,

muscles and bones together

as one system to help keep

adult bodies active.

FONTERRA ANNUAL REPORT 

28

88%
More

Choice

 less added

sugar Primo’s

new formula is

helping Kiwis

consume less

added sugar.

Anchor

TM

Anchor

TM

Anchor Life

Forti ed Low Fat

Milk Powder

First specialised milk

powder in Sri Lanka

with added plant sterols

to focus on blood

cholesterol reduction.

a Milk™

by Anchor

TM

is giving

consumers

more choice.

Our Anchor

TM

Protein+

increased Anchor

TM

yoghurt

sales by 88% in New Zealand.

Launched our Red Cow

Rasa Padama in Sri Lanka, an

aff ordable skimmed milk mix.

Our innovative SureProtein

TM

Fast Milk Protein is an

advanced milk protein that

helps maximise the benefi ts

of exercise to keep people

active and healthy.

Going Digital

In the spirit of going digital, Anchor

TM


Full Cream Milk Powder was launched in

conjunction with World Milk Day as our

fi rst Anchor

TM

milk off ering for consumers

in Indonesia in an exclusive partnership

with Lazada, Southeast Asia’s number one

e-commerce marketplace.

Anmum Materna

TM

Launched no added sugars formulation in

Malaysia. It is the only maternal milk to be

fortifi ed with probiotic DR10

TM

to support

good gut health.

FONTERRA ANNUAL REPORT 

29

Environment
Healthy freshwater and ecosystems are essential to the

long-term success of our business, and to the communities

where we live, work and farm.

Farming

In New Zealand our commitment to keep cows out of

waterways on dairy farms has been delivered.

Our focus now is on Farm Environment Plans (FEPs) and

at the end of FY18 there were 1,011 Fonterra farms with

an FEP. Read more about our Tiaki Sustainable Dairying

programme in the Our Co-op section.

Manufacturing

Our Pahiatua site is in a sensitive water zone, both for the

availability of groundwater and the discharge of wastewater.

By capturing the water evaporated as steam from milk as it

is dried into powder, we can condense it and use it instead

of using ground water. Since FY15 we have improved water

effi ciency at Pahiatua by 64%. With changes made this year, we

expect savings of about 500,000 litres per day during the peak

season for FY19.

Sustainable Catchments

Our Living Water partnership with the Department of

Conservation is focussed on fi ve catchments to identify

game-changing and scalable solutions that demonstrate

dairying and freshwater can thrive together. Living Water is

currently working with 39 other groups and organisations

and 92 Fonterra dairy farms.

We are now extending our involvement to support farmer

and community action across a further 50 catchments in

New Zealand.

Water

Our farmers have fenced .

of permanent waterways and

installed bridges or culverts at

. of regular crossings

enhanced through

protection,

restoration and

pest control

99.6%

5

,

823ha

OUR SUSTAINABILITY

FONTERRA ANNUAL REPORT 

30

Fonterra recognises climate change as a signifi cant
environmental, economic and social challenge and we

support a transition to a low emissions global economy.

Farming

Based on recently completed analysis, the average carbon

footprint of our New Zealand milk (excluding land-use

change) has been trending down since the 2010/11

season. This improvement has been driven primarily by

increased cow productivity and supported by a reduction in

supplementary feed imported onto farm.

This year, as part of the New Zealand Dairy Action for

Climate Change Plan, in conjunction with Dairy NZ, we

have also completed a pilot with more than 100 farmers to

provide them with individual GHG reports. This will allow

them to monitor their own progress over time.

Climate change

Achieve climate neutral

growth for on-farm GHG

emissions in New Zealand by

2030 from a 2015 baseline

Achieve net zero emissions

for our global manufacturing

operations by 2050

Manufacturing

Through our long-running focus on energy effi ciency in

New Zealand we have achieved a 19.3% reduction in energy

intensity since 2003, against a target of 20% by 2020.

That is equivalent this year to saving enough energy to

power over 220,000 households in New Zealand.

We are also progressing changes to alternative energy

sources and we have committed to divesting any coal

mining interests by 2025. Renewable alternatives are not

readily available but we are investigating a combination

of wood biomass and more use of electricity.

At our Brightwater site, we are converting the boiler to

co-fi re wood biomass with coal, due to go live in October

2018. The co-fi ring is estimated to reduce factory emissions

by about 2,400 tonnes CO

2

-e per year or the equivalent of

taking about 530 cars off the road.

FONTERRA ANNUAL REPORT 

31

We are supporting farmers
in key markets around the

world to produce dairy more

sustainably, by improving

feed production, animal

health and milk quality, and

facilitating demand.

Dairy

Development

In-school Programmes

Indonesia

In addition to our dairy scholarship

programme, we have launched a dairy

cluster in West Sumatra. Supported

by local government and working

in partnership with the local dairy

co-operative, we are training farmers

on good practices and training local

catering staff on using fresh milk as

an alternative ingredient.

Farmers open their gates to New Zealanders

In December, nearly 40 Fonterra farmers opened their gates

so New Zealanders had the opportunity to learn about how

Fonterra farmers care for waterways and what happens on

a dairy farm. Over 4,000 New Zealanders came and got a

fi rst-hand look at how a dairy farm operates.

KickStart

Breakfast

This year, KickStart

Breakfast grew

to 976 clubs and

served more than

125,000 breakfasts

every school week.

Chile

Our fi rst group of nine

young Chilean farmers have

completed one year of paid,

hands-on experience in

New Zealand, learning skills

from leading farmers.

Fonterra Milk

for Schools

With more than 1,420

schools and 140,000

children taking part, we

had a lot of fun this year

celebrating our fi fth birthday

and our 100 millionth serve.

Sri Lanka

In addition to providing development

support for farmers we launched

exciting variants to our fl avoured

milk and yoghurts range to increase

demand for their local milk.

Community

OUR SUSTAINABILITY

FONTERRA ANNUAL REPORT 

32

To help create vibrant communities around the world, we
provide fi nancial support through the Fonterra Grass Roots

Fund and other activities in the countries where we operate.

This year in New Zealand, Australia and Sri Lanka,

the Fonterra Grass Roots Fund helped 696 initiatives,

contributing $770,000 through grants and equipment

donations. In New Zealand, we have provided fi nancial

grants, and by buying in bulk, we have also been able to

provide at lower cost more than 10,000 high visibility vests

and 25 defi brillators directly to local communities.

Fonterra Grass Roots Fund

and other community

development

Since 2017 in Australia, we have supported 95 initiatives

across Victoria and Tasmania. This year recipients

included primary schools, volunteer fi re brigades, surf

lifesaving and sports clubs.

Helping provide access to clean water and sanitation has

remained our focus in Sri Lanka. This year it is estimated

that more than 8,500 people, mainly children, have

benefi ted from upgraded infrastructure.

In Greater China, we have introduced a new scholarship scheme

to help with the further education of children of workers at our

China farms. This year 14 scholarships were awarded.

For 18 years, Soprole

TM

has supported school sports

across the full length of Chile. An estimated 1.5 million

people benefi t from the support and a further education

scholarship is also awarded for the top participant

in each discipline.

In Australia, we support Foodbank, Australia’s largest

hunger relief organisation and in 2017 we donated over

260,000 meals. We also support other similar food bank

initiatives throughout the world.

1. Children at Moragahahena Maha

Vidyalaya school celebrate the

upgrade of clean water facilities

in Sri Lanka.

2. Paeroa Land Search and Rescue in

New Zealand used their grant to

buy rescue equipment including

10 torches with a 350-metre range.

3. Top participant in volleyball,

Camila Gómez receives Soprole

TM


educational scholarship from

Gustavo Rencoret, Senior Corporate

Counsel, Soprole, in Chile.

1.2.

3.

4.

6.

5.

4. Kamo Volunteer Fire Brigade in

New Zealand used their grant

to buy more powerful saws.

5. Laga Haitong, manager of

our Cowbell Farm, in China,

presents scholarships to the

fi rst successful applicants at

the farm.

6. The Fonterra Australia

team helping at FareShare

food kitchen.

FONTERRA ANNUAL REPORT 

33

OUR FARMERS
There’s lots of competition for milk off

farms and we never take our farmers’

loyalty for granted. We work hard every

day to deliver them more value beyond

the milk cheque.

Co-operative

solutions

We all want a strong and enduring Co-op, for us and

future generations. To achieve that, we must all have a

stronger sense of belonging to our Co-op and a clearer

direction for the future. Farmers have told us this is

what they want.

More than 5,300 of our farmers and employees have

provided their thoughts to a working group of the Fonterra

Shareholders’ Council, with support from the Board, to

review Fonterra’s purpose. This spring, the Co-op will

review that feedback and test some new concepts so a

renewed purpose can be introduced across the Co-op

before the end of the year.

We have asked our farmers how can we make things better.

We've heard that it’s important we provide fl exible supply

options for young farmers, growth farmers and farmers

nearing retirement who are working towards succession.

This work falls under three main areas: supporting farm

fi nancial performance, connecting people with our Co-op,

and on-farm advice and support. We have good progress

to report.

Farm Source


Every year we aim to provide the most competitive pricing

for farming supplies and reward farmers for their loyalty

to our Farm Source

™ stores through deals and discounts.

This year our farmers earned $12.6 million Farm Source


Rewards Dollars.

We provided $19.3 million in discounts for everyday

farming supplies and used our buying power to save

farmers $6.7 million on fuel and another $1.5 million on

power. A deal with Mazda saw 208 vehicles purchased

with a combined discount of $2.9 million.

Our stores are working to become more sustainable,

eliminating the use of approximately 365,000 plastic bags

annually and are looking at other initiatives such as selling

fence posts made from recycled plastic.

New fi nancial tools

Flexible fi nancial tools are one way we encourage new

farmers into our Co-op and provide fi nancial fl exibility

for our existing farmer owners.

We made more progress this year, introducing four new

fi nancial tools to help make it easier for farmers to share-

up and run their farms. These include providing fi nancing

to help with compliance which frees up other money for

purchasing shares.

These new tools are in addition to Invest as you Earn,

Dividend Reinvestment Plan and Share-up Over Time.

FONTERRA ANNUAL REPORT 

34

Farm Source

Financial fl exibility

Provided in

discounts for

everyday

farming supplies.

Saved on power

Saved on fuel

We have four new fi nancial tools

to help our farmers

Our buying power is making savings

for farmers

$

6.7m

$

19.3m

$

1.5m

The Strike

Price Contract

Allows farmers to buy more

shares only when the

Farmgate Milk Price goes

over the Strike Price.

Smart Finance

Provides low-interest

fi nancing to farmers

wanting to make their

farms more sustainable.

Rewards Dollars

for Shares

Will allow farmers to use their

Rewards Dollars accrued at

the Farm Source™ store to

purchase shares.

Contract Fee for Units

Recognises that farmers

supplying under a Share-up Over

Time contract are on their way

to becoming shareholders and

defers the contract fee to a

Trust. The Trust will invest in

Units and these will be returned

to the farmer when they

transition to a shareholder.

FONTERRA ANNUAL REPORT 

35

Supporting sustainable dairying
Milk is the life blood of our Co-op. It is vital we maintain our farmers’

ability to operate profi table, productive farms which meet rising

community expectations and more demanding regulations.

Through our Tiaki programme, Fonterra farmers have access to

world-class technology, reporting and a range of services to support

sustainable farming.

This includes our Sustainable Dairying Advisors (SDAs) who support

our farmers in implementing good environment practice on farm.

This year we have grown our number of SDAs to 23, with a goal

to expanding the number to 29 by 2020. This growth is driven by

demand, as our SDAs work closely with farmers and support their

environmental sustainability. At the end of FY18, 1,011 farms had

Farm Environmental Plans (FEPs).

These plans assess the environmental eff ects and risks associated

with farming activities and provide strategies to help individual farms

meet their regional requirements, and business and sustainability

goals. The FEPs delivered by our SDAs are at no additional cost to

Fonterra farmers, saving each an average of $3,500.

Regional councils have recognised the value of the Co-op’s FEP

template. For example, Environment Canterbury (ECan) approved it

for farmers to use to meet the requirements of the Canterbury Land

& Water Regional Plan (LWRP).

When the going got tough

Among other on-farm challenges this year, farmers

faced fl oods, droughts, Cyclone Gita and Mycoplasma

bovis (M.bovis). Our regional teams rolled up their sleeves

to help our farmers and local communities. Here are a

few examples:

• When fl ood waters rose in the Lower South Island

at the end of winter, our Emergency Response Team

(ERT), crews from the Edendale site and the Farm

Source

TM

team pitched in to help farmers clean up and

get ready for calving which was rapidly approaching.

• The ERT was deployed in Taranaki to ensure farms had

water and helped to clear farm races, remove fallen

trees and repair sheds after Cyclone Gita brought

gale-force winds.

• After major slips on Takaka Hill cut off access to

Golden Bay, the Co-op organised an emergency barge

to get additional tankers to the Takaka site to transport

cream out and bring in emergency food, fuel, and

essential supplies.

• While M.bovis poses no risk to milk quality or food

safety, the Co-op worked with Government, sector

groups, and other dairy companies to minimise the

serious animal and farmer welfare implications. With

signifi cant eff ort by the Farm Source™ network and

tanker operators, the Co-op coordinated the testing

of every herd supplying milk and organised more than

60 farmer meetings. We placed a number of employees

directly into the national response and we also lead

an Industry Working Group to coordinate and support

industry eff orts to help farmers.

Working for our farmers

OUR FARMERS

Farm Environment Plans

Sustainable Dairying Advisors

23

1,011

Saved on service fees

$

3.3m

Our tanker on the barge heading for Golden Bay

FONTERRA ANNUAL REPORT 

36

Face-to-face
with farmers

Our regional network is

designed to ensure we

have face to face contact

with our farmers

Farmers visited the

Fonterra head offi ce

More than 70

farmers participated

in our off shore

study programmes

to China

Site tours attended

by farmers and our

neighbours from

rural communities

Water

Fat Evaluation

Index Grading

System

On-farm

technology

Interim results

Webinars viewed

over 3,300 times:

1,200

50

Connecting with our farmers

More digital, more convenient

Our farmers are fast digital adopters with our smartphone apps being

used to help run operations on more than 90% of our farms. We continue

to enhance the off ering and this year launched the digital version of the

Dairy Diary farmers use to help track food safety and quality compliance.

More than 2,500 Fonterra farms have already downloaded the app, opting

for the digital version instead of the paper-based system. The digital version,

available in the hand and on the spot, makes compliance easier.

On average,

farmers that

access our apps

or website on

their mobile

device do so fi ve

days a week

Of our farmers use our

smartphone apps

90%

Farmers attended the

inaugural My Connect

Conference

630

Events, including Interim Results

meetings, M.bovis town halls,

nitrogen pages drop-in days and

Farm Source™ store supplier nights

850

FONTERRA ANNUAL REPORT 

37

OUR FARMERS
Farmer

spotlight

New Zealand Share

Farmer of the Year

Dan and Gina Duncan

Northland’s Dan and Gina Duncan were

declared NZ Share Farmer of the Year.

New Zealand Dairy

Manager of the Year

Gerard Boerjan

Gerard Boerjan from Takapau was named

NZ Dairy Manager of the Year.

Responsible

Dairying Award

Wynn and Tracy Brown

Wynn and Tracy Brown from Matamata

took home the new “Responsible Dairying

Award” which recognises dairy farmers

who are demonstrating leadership in their

approach to dairying, have proven results

and are respected by their farming peers

and their community.

Regional New Zealand

Dairy Industry Awards

won by Fonterra farmers

Regional Ballance Farm

Environment Awards

won by Fonterra farmers

Our Co-op takes

huge pride in the

achievements of

our farmers

Our farmers have

outdone themselves,

winning two of three

national titles of the NZ

Dairy Industry Awards.

29 of


33

6

of


11

FONTERRA ANNUAL REPORT 

38

Dairy Woman
of the Year

Loshni Manikam

All three fi nalists in the Dairy Woman

of the Year Award were Fonterra

farmers and the title was taken home

by Southland farmer and dairy leadership

coach Loshni Manikam. Other fi nalists

were Tracey Collis from Eketahuna and

Rachel Baker from Hawke’s Bay.

Māori Excellence

in Farming Award

Onuku Māori Lands Trust

Bay of Plenty-based Onuku Māori Lands

Trust won the 2018 Ahuwhenua Trophy

for Māori Excellence in Farming —

Moyra Bramley, Chairwoman, was

on hand to accept the award.

Young Māori

Farmer Award

Harepaora Ngahea

Farm Manager Harepaora Ngahea from

Te Teko won the Ahuwhenua Young

Māori Farmer Award.

FONTERRA ANNUAL REPORT 

39

Legend
Achievement

Gold

Farming entities that

achieved grade free

for at least the last

four seasons.

5 M Trust

A & D Milne

A & G Martelli Family Trust

A & N Harvey Family Trust

A A & L J Edward Trust

A H & A C Webster

A Holten & N Brown

A J & K L Murdoch

A J & K M West

A J Dodds & Sons Ltd

A K & M E Tyler

A M Flanagan

A P & C Knibbs

A R Mills

Abacus Dairy Ltd

Abbey Farm Partnership

Abbott Brothers

Abbott Trusts Partnership

ABH Trust

AGC Farms Ltd

Ahipaipa Farms Ltd

Airlie Lodge (Walton) Ltd

Allison Family Farms Ltd

Alton Pastures Ltd

Amberhay Ltd

Ararata Holdings Ltd

Armer Farms (N I) Ltd

Arnold Farming Ltd

Ashgrove Dairy Farms Ltd

Avon Downs Ltd

Awapuketea Farming

Company Ltd

B & D Dodunski

B & E V Blake

B & J Kelly P/Ship

B C & K A Keller

B D Mead

B J & P Brisco

B J Laing

B L & D J Haylock

B M & B C & JH Geddes

B N & P A Jones

B P & P N Kennedy

B R Dinnington Ltd

Barmac Dairies Ltd

Barneyco Trust Partnership

Barriball Farms Ltd

Beechbank Dairies Ltd

Bell Farm 2008 Ltd

Bellevue Enterprises Ltd

Bent River Farms

Benvale Ltd

Berkhout Holdings Ltd

Berwick Holdings Ltd

Bibberne Farms Ltd

Birchland Partnerhip

Black & White Cow Company Ltd

Farming entities that

achieved grade free

for at least the last

ten seasons.

A M Flanagan

B L & Estate R J Mohring

B S & P J Strang

C & H Mabey

C J & K L Ladd

C M & K M O’Donoghue

C R & A K Spence

Est of M F Blake & M Blake

F A & R C M Smits Ltd

G B & J S Coulter

Golden Mile Farms Ltd

Inishbul n Farm Ltd

J A & Estate of KJ Jolly

K & S MacKenzie Farms

Limited

K F Wallace

Kemra Farm Ltd

L J & L M Still

Lakeland Farms Ltd

M J & L M Van Tiel

Miroc Limited

Owhango Farms Limited

P T & V M Youngman

R & P Woods Farms Ltd

R J & E F Madsen

R S & R D Gordon

Romill Partners

Rye Downs Ltd

Schorn Trust

Serendipity Trust

Takitimu Trust

Thomag Ltd

Willowbank Estate Ltd

BM & GI Watson Ltd

Bogaard Farms NZ Ltd

Borrowdale Trust

Boswell Dairy Ltd

Bothwell Farms Ltd

Bremna Farms Ltd

Briley Farm Trust

Bullot Family Trust

Burnside Farms Ltd

Burton Trust

C & B Jensen Family Trust

C & D Padrutt Trust

C & M Tippett

C & R M Moir

C B Farms Ltd

C E & D L Rogers

C F & M T Muller

C J & C J McKenzie Ltd

C T & K M A McLean

C W & J Redshaw

C W & M Y Matthews

Family Trust

C.D. Farms Ltd

Carnarvon Farms Ltd

Casey Coxhead Ltd

Caskey Farms

Chislehurst Farms Ltd

Claremont Trusts Partnership

Clinton & Pamela Smeath

Clutha Lea Ltd

CM Farming Ltd

Colhaven Ltd

Collins Family Trust

Cotlands Ltd

Cowley Dairies Ltd

CPX Ltd

Cranief Clifton Ltd

Creekside Pastures Ltd

Cross Dairies Ltd

D & D Alexander Trust

D & E Cole

D & I Edward Ltd

D & S Farms

D A & M A Mullan

D C & V F Frew

D Crofskey

D E & M E Hines

D J & E A Turner

D J & G M Hooper

D J & J A Veen

D J & R E G Goodwin

D J & S A McMillin

D L & S J Deeming

D P & T G Schumacher

D P & T M Stephens

D R & E M Henman

D R & L M Locke Ltd

D S & L R Wilson Ltd

D T & K L Picard

D W & M E Kidd

Dacre Milk Ltd

Dacre Milk Partnership

DairyNZ Ltd

Dawn Dairies Ltd

DDB Dairy Enterprises Ltd

Derrys Farm Ltd

DR & PJ Hannah Ltd

Drumblade Farm Ltd

Drylands Trust

Drysdale Holdings Ltd

Dugald McKenzie Family Trust

E F & J A Allcock

E J & S M Smeath

E L & D J Brook

Eichler Farms Ltd

England Trusts Partnership

Estate E A Bonner

Estate of Elizabeth Paretuarangi

Ormsby

Euro Land Ltd

Excel Dairying Ltd

F B Bonenkamp & J B Cunningham

F W G & J P Stanbridge

Fairview Trust

Falcon Farms Trust

Far South Farms Ltd

Fardale Dairies Ltd

Farmer Fred Ltd

Farming Tee Jay Ltd

Farview Farms Ltd

Fonterra - O’Brien Farm

Forest Hill Downs Ltd

Four Roads Farms Ltd

Fowler Family Prosperity Trust

Frisia Farm Trust

G & C Came Ltd

G & M Gloyn

G A & J M Fox

G A & K T Lynch

G A & V M Weir

G A Knight

G B & D G Hodges Trust

G C & J M Knowles

G E & J Porteous

G E & V E Cooper

G E Sutherland Trust

G J Farms Ltd

G K & D J Landon Family Trust

G L & G F Bell

G P & C A Whiteman

G R J & R J Saddleton

Garn Farms Ltd

Gee ‘N’ Tee Ltd

Given Family Trust

Glen Eden Otago Ltd

Glen Oroua Dairies Ltd

Glengarry (Dvke) Farming Co Ltd

Golden Key Trust

Grat Farms Ltd

GRC Farms Ltd

Gregory Farms Ltd

Gydeland Farm Ltd

H G & C K Meijer

Hall Family Farms Ltd

Haresfi eld Farms Ltd

Hayden and Korina Brown

Partnership

Hayley Buckman Family Trust

Henderson Partnership Farm

Heyland Farms Ltd

Highpines Ltd

Hillcrest at Fairfax Ltd

Hillcrest Farms Ltd

Hillgrove Trust

OUR FARMERS

Honour Roll for

Milk Quality Excellence

Top  farming entities

with the lowest somatic

cell count.

 G L & G F Bell

 Le Emari Trust TA

Willowbridge Dairies

 K J & H Chalmers Ltd

 B G & S L A Butler Family Trust

 M C & J P Fisher

 J C & F M Henchman

 Kydz Contracting Ltd

 M A & S A Anderson

 Owen & Robyn Ruddell

Partnership

 Ruthe Farms Ltd L A Ruthe

FONTERRA ANNUAL REPORT 

40

To qualify, farms must have supplied 45 days or more in each season.
Hines Family Trust

Hoogeveen Farms Ltd

Howard Farm Ltd

Huntly Road Dairies Ltd

Hutton Farm Holdings Ltd

I Hampton & A Golvin

I J Sutherland Partnership

Interlaken Farms Ltd

J & J Anderson Family Trust

Partnership

J & LM Van Burgsteden

J A & J H Hine

J B & L M Suisted Ltd

J B & S M Duynhoven

J E & C T Brien

J E & D M Cooper

J H & H R Smyth

J L & H M Coatsworth

J L & K S Gwerder Family Trust

J L & M A Cooke

J L Hooper & A L Robertson

J M & T M Van Hout

J M De Renzy

J P & M J Horgan

J R & A T M Hale

J W & A M Steeghs

J W Prictor

James Lyttle

James Martelli

Janssen NZ Ltd

Jascas Trust

Jaska Farm Trust

Jayland Partnership

JC Beattie Trust

JDQ Ltd

Jerzey Rock Farm Ltd

JJ & AB Roskam Ltd

JM Cross & LA Hazelton

Johnson Farm Co. Ltd

K B & K R Whiteman

K B Olesen & R J Stephens

K J & H Chalmers Ltd

K J & J B Argyle

K J & M T Dwyer Trusts P/S

K R & S M Rooney

K W & D M Blackstock

K W & D R Lowe Family Trust

Kaimai Dairy Ltd

Kainui Peatlands Ltd

Kaipara View Farming Ltd

Kalman Farms Trusts P/Ship

Kauri Falls Investments Ltd

Kerenui Ltd

Kevin Fleming Ltd

Kieran McErlean Trust

Kim Steff ert Family Trust

King’s Junction Ltd

Knockinnon Farm Trust

Kywaybre Farms Ltd

L J & M Prictor

L J Hodges

L.G. & J.M. Morris Ltd

Laing Dairy Ltd

Lawson Road Farm Ltd

Lesdale Friesians Ltd

Lizlyn Dairies Ltd

Lockerbie Farms 2001 Ltd

Longacre Properties Ltd

Lord & Veltman Ltd

Ludell Ltd

Ludimac Dairying Ltd

Lutz Farming Company Ltd

Lynton Dairy Ltd

M & A Schrader Family Trust

M & C O’Grady Ltd

M & J Barker Trust

M C & J P Fisher

M E Hunt & Son Ltd

M G & A M Hurley

M I & P M Stevenson

Family Trusts P/ship

M J & A S Taylor Family Trust

M J & S D Hopson

M J & T M Davies

M J & W P Van Veen

M J Diprose Ltd

M J McDowall

M J Murray & Estate of

A B Murray

Maken Milk Ltd

Malandra Downs Ltd

Manuka Ridge Ltd

Mark A Mullan Trust

Marua Partnership

Mary Allen Farm Ltd

Matricksen Ag Holdings Ltd

Mattajude Family Trust

Maude Peak Farm Trust

Mavora Farms Ltd

Maxlands Farms Ltd

McCullough Family 2008 Ltd

McFetridge Farms Ltd

McGee Partnership

McGowan-Weake Partnership

Mead Family Farm Ltd

Membury Oak Farm Ltd

Meyer Family Trust

Milestone Trust

Milkwell Ltd

Mitchells Milky Way Ltd

MJ & KL Family Trust

Molehill Farm Ltd

Morrison Farms Ltd

MR & TJ Frost Ltd

Mu Kau Ltd

Mudspring Farms Ltd

N A & K M McColl

N R & K L Gaskin

N R & L A Fox

NB & LJ Crosbie Ltd

Ngahape Valley Farm Ltd

Ngutunui Dairies Ltd

North Star Farming Ltd

NR Ensor Ltd

Ohtawa Farms Ltd

Okapua Farming Company Ltd

O’Reilly Family Trust

Otira Farm Ltd

Otu Creek Farm Ltd

P & T & S & Y Thompson

P A Hoogeveen

P D & J M Bish

P D & S S Sharpe

P G & D J Collins

P G & D M Dombroski

P H & W F Iorns

P H S & P C Byford

P J & M L Cotter

P L & R E Berryman

P R & V P Dawson

P V & P G Mullin Trust

Parkhill Farms Ltd

Perlow Dairies Ltd

Pharlee Trust

Phimister Farming Ltd

Piwakawaka Farm Trust

PJ Nelson Farming Ltd

Placement Services Ltd

Port Molyneux Dairies Ltd

Puketi Farming Enterprises Ltd

Puniho 606 Partnership

Quirke Family Trust

R & A Tait T/A Black Cow Dairies

R & K Houghton Family Trust

R & S Singh

R A & J L Hamilton

R A F & J R Clubb

R F & C L Lansdaal Ltd

R J Troughton

R N Cornes

R T & E A Brown Ltd

R W & R R O’Brien

R W & W J Cudby Family Trust

R.L. Mathis Ltd

Rainbowcreek Farms Ltd

Relyt Farm Ltd

Rich Feet Ltd

River Heights Ltd

Riverside Farms (Taranaki) Ltd

Riverview Farms 2001 Ltd

Riverview Trust

RK & A Hines Ltd

RKW Partnership

Rodney G & S J Joblin

Rogers Farming Ltd

RV & LH Kokich Farms Ltd

Ryelands Farm Company Ltd

S & S Iorns

S A & J L England

S B & Y M Thompson

S England & P Walker

S G & B L Thirkell

S G McKenzie

S L & J P Vincent

S M Shead

Sabin & Co Ltd

Sean McErlean Trust

Seven of Nine Ltd

Shabict Ltd

Shawlink Ltd

Shenandoah Trust

Silvacrest Farms Ltd

Silverdene Farms (2000) Ltd

Sim Brothers Ltd

Sim Family Farms Ltd

Sisley Farms Ltd

Slatz Trust

Somerset Trust

Springpark Farms 2008 Ltd

Steff ert Farms Ltd

Stephen Zink

Steven Bennett Family Trust

Stoneyburn Dairy Ltd

T & C Brown Ltd

T & K Rae Family Trust

T D & J A Rhind

T R D Reesby

Tamatea Farms Ltd

Tawa Land Company Ltd

Tayco Farm Ltd

Te Ngutu Land Holding Co Ltd

Te Repo Farms Ltd

Teaghlach Trust

Telesis Trust

The Adare Company Ltd

The D & A Roberts Family Trust

The Goble 2000 Trust

The Herewahine Trust

The Hyjinks Trust

The Red Cow Company Ltd

The Taieri Dairy Company Ltd

Trimor Ltd

Trinity Lands Ltd

Trustees Kokako Station

Tuki Tuki Awa Ltd

TW Langford Family Trust

Two Name Farming Ltd

Up At 5 Ltd

V E & D M Grant

Vale Green Services Ltd

Van Rossum Ltd

VBI Ltd

Ventura Dairies Ltd

W & C Candy Trust

W B Scott Family Trust

W B Wouters

W Dreadon & K Barnett-Dreadon

W G & M D Orr

W J & J G Pile Family Trust

W R & Z W Kite

W.A & H.R Simpson Farming Ltd

Waicola Holdings Ltd

Wainui Dairies

Waiotu Farms Ltd

Waiparu Farm Ltd

Waiparu Holdings Ltd

Waipiata Trust

Waituna Investments Ltd

Wallace Johnstone Ltd

Walters Holdings (2008) Ltd

Wards Schrader Trusts Partnership

Webber & Maxwell Partnership

Webber Farm Ltd

West Mains Farm Ltd

Westmeath Trust

Whakahora Farm Ltd

Whakanui Farms Ltd

Whakanui Stud Ltd

Whenuakura Farm Ltd

Wichland Farms Ltd

Willcox Farms Ltd

Willowfi elds Ltd

Willowhaugh Enterprises Ltd

Windy Ridge (Fleming) Ltd

WP & A Moore

Wylam Dene Farms Ltd

Our farmers are committed to milk quality excellence, year-after-year,

ensuring that we collect the best possible milk. In addition to the honour

roll below, we also acknowledge the eff ort of all Grade Free, Merit and

Achievement recipients. Our farmers are our greatest assets.

FONTERRA ANNUAL REPORT 

41

OUR PEOPLE
Employee spotlight

Palatasa Havea

Principal Research Scientist

Fonterra Research and Development Centre,

Palmerston North

As a 17-year-old student attempting to pass Year 10 for the third

year in a row, Palatasa (Tasa) Havea never imagined that one day

he’d be granted one of New Zealand’s top honours.

Fast forward a few decades and Tasa’s work, both as a scientist and

as a leader in his community, was recognised when he was made a

member of the New Zealand Order of Merit for his services to the

Pacifi c community and the dairy industry.

It’s believed Tasa is Tonga’s fi rst food science PhD. His work as a

principal research scientist at Fonterra’s Research and Development

Centre has resulted in ten patents for the Co-op.

He’s played a vital role in pioneering the use of whey protein in a

range of products that is returning hundreds of millions of dollars

to the New Zealand economy.

Deeply involved in his local community, Tasa has also worked

alongside the New Zealand Government for many years bringing

about policies and funding to support Pacifi c Island people to reach

their potential.

10

Tasa’s research

has resulted in

ten patents for

the Co-op.

Tasa is now a

member of the

New Zealand

Order of Merit.

It is believed Tasa

is Tonga’s fi rst

food science PhD.

Tasa’s work with whey protein

is returning hundreds of

millions of dollars to the

New Zealand economy.

FONTERRA ANNUAL REPORT 

42

Stirling team
South Otago

A site at the bottom of the South Island but on

top of their game, Stirling is focussed on being

the most productive site in the country.

The 110-person South Otago team has been

working hard to deliver sustainable change

over many years across all parts of the site,

from transport and health and safety to people

and customers.

Stirling is one of the most effi cient and productive

sites in the country. The team has put every

part of its business under a spotlight to deliver

increased value. The results are impressive – the

site is running for longer, breakdowns are reduced

and 1.8 million litres of milk each day during the

peak of the season is being turned into some of

the world’s most-loved cheeses.

The site boasts a state-of-the-art biological

treatment plant which uses natural organisms to

treat waste water – the only one of its kind in the

Southern Hemisphere. Stirling will also transition

from coal to renewable energy as part of our goal

to achieve net zero emissions across our sites

by 2050.

In light of the team’s hard-won gains, Stirling

was awarded two prestigious awards at our 2018

Best Site Cup Awards. These awards recognise

the team’s long-term commitment to excellence

and creating sustainable change over many years.

They also won a silver award with a score of 99.15

out of 100 at the Wisconsin Cheese Awards.

Hema Daily Fresh

Milk team

China

Staying ahead of the curve is a tough challenge in

fast-changing China. But the launch of Hema Daily

Fresh Milk in Shanghai has put our Co-op at the

forefront of product innovation.

One step ahead, teams from our Consumer and

Foodservice business in China and Food Safety

Quality and Technical teams in New Zealand

partnered with Alibaba’s innovative retailer Hema

Fresh to launch our Co-op’s fi rst fresh milk product

in China. From concept to launch in just over three

months, the product was developed with incredible

speed and relentless focus on food safety and quality.

Each bottle is on sale for just a day and delivered to

the consumer within 30 minutes of an order.

Hema Daily Fresh is the fi rst step in our Co-op selling

fresh milk in China. Sourced directly from the Co-op’s

farm hub in Hebei province, the range capitalises

on rising domestic demand for higher-quality fresh

products, as part of the ‘premiumisation’ of China’s

consumer market.

FONTERRA ANNUAL REPORT 

43

John WilsonAshley WaughScott St JohnDonna SmitNicola ShadboltAndrew MacfarlaneSimon IsraelBruce HassallBrent GoldsackClinton DinesJohn Monaghan
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.





















OUR PEOPLE

Board of Directors

FONTERRA ANNUAL REPORT 

44

. John Monaghan
Board Responsibilites Farmer-elected Director,

Chairman, Chair of the Co-operative Relations

Committee, Member of the People, Culture and

Safety Committee and the Nominations Committee

Term of Offi ce Elected , last re-elected 

John Monaghan was elected to the Fonterra Board in

2008 and became Chairman in 2018. Prior to joining

the Fonterra Board John was Chairman of the Fonterra

Shareholders’ Council and the inaugural Chair of the

Governance Development Programme. He is also

a director of Centre Port Limited and Centre Port

Properties Limited. He holds a number of farming

directorships and is a trustee of the Wairarapa

Irrigation Trust. John has dairy farming interests in

the Wairarapa and Otago regions. John has taken a

lead role in representing Fonterra’s interests on global

trade issues and has strong networks domestically

and internationally with key stakeholders.

. Clinton Dines

Board Responsibilites Appointed Director, Member

of the People, Culture and Safety Committee, Risk

Committee and the Nominations Committee

Term of Offi ce Appointed 

Clinton was appointed to the Fonterra Board in

2015. Clinton lived and worked in China for 36

years, 21 of which as President of BHP Billiton’s

China business. He has extensive experience as

an executive in China and Asia businesses and

has had an active career as a Non-Executive

Director, currently serving on the Boards of North

Queensland Airports and Zanaga Iron Ore. He

was Executive Chairman of Caledonia Asia from

2010 to 2013, an investment group in Asia, and

is a Partner in Moreton Bay Partners, a strategic

advisory fi rm based in Brisbane. He is an Adjunct

Professor at Griffi th University’s Asia Institute and

is a Member of the Griffi th University Council.

Clinton has extensive experience as a senior

executive in China and Asia businesses, including

global manufacturing and commodity businesses.

BA (Modern Asian Studies, Gri th), CIM, INSEAD

. Brent Goldsack

Board Responsibilites Farmer-elected Director,

Member of the Co-operative Relations Committee,

the Risk Committee and the Milk Price Panel.

Term of Offi ce Elected 

Brent Goldsack was elected to the Fonterra Board

in 2017. Brent had a 25-year career in both New

Zealand and abroad in various corporate advisory

roles, including being a Partner at PwC for more

than 12 years. Brent is a Chartered Accountant.

Brent serves on the Boards of Canterbury

Grasslands Limited, Waitomo Petroleum Group

Limited and its subsidiaries and The New Zealand

Fieldays Society. Brent is actively involved as a

shareholder of three dairy operations in the Waikato

and has shareholding interests in two other dairy

farms with operations in both New Zealand and the

United States. Brent is also the General Manager

of a 3,000 cow dairy operation. In addition to his

strong fi nancial skills and knowledge, Brent has

particular expertise in Fonterra’s Farmgate Milk

Price and the drivers of the Co-operative’s earnings.

BCA, CA

. Bruce Hassall

Board Responsibilites Appointed Director, Chair

of the Audit and Finance Committee and the

Nominations Committee, Member of the Risk

Committee and the Milk Price Panel and is an

observer on the People, Culture and Safety Committee.

Term of Offi ce Appointed 

Bruce Hassall was appointed to the Fonterra Board in

2017. Bruce is a Chartered Accountant and has had a

35-year career at PwC, including holding the position

of Chief Executive Offi cer of the New Zealand practice

from 2009 to 2016. Bruce is Chairman of The Farmers

Trading Company Limited, Prolife Foods Limited and

Fletcher Building Limited (with eff ect 1 September

2018) and serves as a director on the Board of Bank

of New Zealand. He is a member of the University

of Auckland Business School Advisory Board and

was a founding Board Member of the New Zealand

China Council. Bruce has extensive experience in

fi nancial reporting information system processes, risk

management, business acquisitions, capital raising

and IPOs across listed and private companies.

BCom, FCA (CAANZ)

. Simon Israel

Board Responsibilites Appointed Director, Member

of the People, Culture and Safety Committee

Term of Offi ce Appointed 

Simon Israel was appointed to the Fonterra

Board in 2013. Simon currently chairs the Boards

of Singapore Telecommunications Limited and

Singapore Post Limited and is a member of

the Westpac Asia Advisory Board. He was an

Executive Director of Temasek Holdings for six

years and President from 2010 to 2011. Simon

was a director of Fraser & Neave, Neptune Orient

Lines, Asia Pacifi c Breweries, Griffi n Foods,

CapitaLand and Frucor Beverage Group. He had

10 years’ experience in the dairy industry with

Danone as a Senior Vice President and member

of the Group Executive Committee. He was

conferred Knight in the Legion of Honour by the

French Government in 2007. He had 10 years’

experience in Danone, a global consumer-oriented

company, as a Senior Vice President and member

of the Group Executive Committee.

DipBusStud

. Andrew Macfarlane

Board Responsibilites Farmer-elected Director,

Member of the Audit and Finance Committee,

Co-operative Relations Committee

and the Nominations Committee.

Term of Offi ce Elected 

Andy Macfarlane was elected to the Fonterra Board

in 2017. Andy was a farm management consultant

for 38 years. He is a Councillor of Lincoln University

and a Director of Ngai Tahu Farming and ANZCO.

Andy is an active member of the International

Farm Management Association (IFMA), Global

Dairy Farmers and New Zealand Institute of

Primary Industry Management (NZIPIM). He is the

Past President of the NZIPIM and chaired Deer

Industry New Zealand for seven years. Andy began

farming in 1989 and lives near Ashburton. Andy has

shareholding interests in the South Island. Andy

has a strong understanding of the governance of

research and development and innovation, and

has a particular interest in the strategic use of

technology in the dairy industry.

B.Agr.Sc

. Nicola Shadbolt ONZM

Board Responsibilites Farmer-elected Director,

Member of the Audit and Finance Committee and

the Risk Committee

Term of Offi ce Elected , last re-elected 

Nicola Shadbolt was elected to the Fonterra Board

in 2009 and serves on the Board of the Manager

of the Fonterra Shareholders’ Fund. Nicola has

worked in government, agribusiness, consultancy

and academia and is now a Professor of Farm and

Agribusiness Management. She serves on the

board of the International Food & Agribusiness

Association and, as chair, on a large dairy farming

business. Nicola was made an Offi cer of the New

Zealand Order of Merit for services to agribusiness

in 2018. Nicola lives in the Manawatu, the base for

her four farming and forestry equity partnerships,

which include two dairy farms. Nicola’s expertise

across international agribusiness sectors includes

a strong focus on the crucial role that science and

sustainability play in creating enduring value for

Fonterra, its owners and New Zealand.

B.Sc(Hons), M.AgrSc(Hons), DipBusStud

(Accountancy), FNZIPIM (Reg), FAICD,

INSEAD IDP-C

. Donna Smit

Board Responsibilites Farmer-elected Director,

Member of the Audit and Finance Committee and

the Co-operative Relations Committee

Term of Offi ce Elected 

Donna Smit was elected to the Fonterra Board

in December 2016. Donna lives and farms at

Edgecumbe, and has built and owns seven dairy

farms in Eastern Bay of Plenty and Oamaru.

Donna is a Director of Ballance Agri Nutrients

and Kiwifruit Equities Limited and a Trustee of the

Dairy Women’s Network. Donna is a Chartered

Accountant and was a company administrator

at kiwifruit Co-operative EastPack for 24 years.

Donna’s strong focus on fi nancial and risk

management has been built through her extensive

business experience and fi nancial background, and

complements her deep dairy farming experience.

CA

. Scott St John

Board Responsibilites Appointed Director, Chair

of the Milk Price Panel and Member of the Audit

and Finance Committee

Term of Offi ce Appointed 

Scott St John was appointed to the Fonterra Board

in 2016 and serves on the Board of the Manager of

the Fonterra Shareholders’ Fund. He was the CEO

of First NZ Capital (FNZC) for 15 years, stepping

down from that role in early 2017. Scott has served

on the Council of the University of Auckland since

2009 and was appointed Chancellor in 2017. He

is a Director of Fisher and Paykel Healthcare and

chairs their Audit and Risk Committee. Scott also

serves on the Board of Mercury NZ Limited and

NEXT Foundation. Previous roles have included

Chairman of the Securities Industries Association,

and membership of both the Capital Markets

Development Taskforce, and the Financial Markets

Authority Establishment Board.

B.Com, Diploma of Business

. Ashley Waugh

Board Responsibilites Farmer-elected Director,

Chair of the Risk Committee, Member of the Audit

and Finance Committee and the People Culture

and Safety Committee

Term of Offi ce Elected 

Ashley Waugh was elected to the Fonterra Board in

2015. Ashley serves on the Board of Seeka Limited

and the Colonial Motor Company Limited. He

previously chaired the Board of Moa Group Limited.

Ashley spent ten years with The New Zealand Dairy

Board followed by eight years with National Foods

in Australia including the last four years as Chief

Executive Offi cer. Ashley lives on his dairy farm near

Te Awamutu and has shareholding interests in Puke

Roha Limited in Pokuru. Ashley has had hands-on

experience as a leader of a consumer brands

business and a track record of value creation, which

underpins his expertise and interest in fi nancial

discipline and risk management.

BBS

. John Wilson

Board Responsibilites Farmer-elected Director,

Chair of the People, Culture and Safety Committee

Term of Offi ce Elected , last re-elected 

John Wilson was elected to the Fonterra Board

in 2003 and became Chairman in 2012, stepping

down in July 2018. Previously he served as the

inaugural Chairman of the Fonterra Shareholders’

Council. John is a director of Turners & Growers

Limited and the Hugh Green Group and its

subsidiary companies. John also serves on the

Executive Board of the New Zealand China

Council. He is a chartered member of the Institute

of Directors in New Zealand. John lives on his dairy

farm near Te Awamutu and jointly owns a dairy

farming business based near Geraldine, South

Canterbury. John’s governance and leadership

experience of diverse and complex businesses,

includes co-operatives, extensive family and

farming businesses, business councils and global

industry bodies.

B.Agr.Sc

FONTERRA ANNUAL REPORT 

45

Mark Van ZonMike CroninKelvin WickhamJudith SwalesRobert SpurwayLukas ParaviciniMarc RiversMiles Hurrell
1. 2. 3. 4. 5. 6. 7. 8.



















OUR PEOPLE

Management Team

FONTERRA ANNUAL REPORT 

46

. Miles Hurrell
Chief Executive Offi cer

In August 2018, Miles Hurrell was appointed as

Chief Executive Offi cer. In Miles’ most recent

position as Chief Operating Offi cer, Farm Source,™

he led Fonterra’s global Co-operative farming

strategy which includes farmer services and

engagement, milk sourcing and the chain of

70 Farm Source™ rural retail stores throughout

New Zealand. Miles’ 19 years of experience in the

dairy industry has spanned four continents. From

2010 to 2014, Miles was General Manager Middle

East, Africa, Eastern Europe and Russia. In this

position he led a period of sustained growth during

a time of political unrest across these regions. He

reset the African sales strategy and was a Director

of Fonterra’s joint venture with Africa’s largest

dairy company, Clover Industries Limited. From

2006 to 2008, Miles oversaw the streamlining

of the Co-operative’s European operations

before moving to the United States to establish

new off shore partnerships. In 2014, Miles was

appointed the Co-operative Aff airs Group Director

and in 2016 he took up his role with Farm Source.

Miles has completed management programmes at

INSEAD (International Executive Development),

London Business School (Finance), Kellogg’s

North Western University (Global Sales) and IMD

(marketing). He has also had governance roles with

Prolesur, Falcon (China Farms), MyMilk and Global

Dairy Platform.

. Marc Rivers

Chief Financial Offi cer

Marc Rivers joined Fonterra in February 2018 as

the Chief Financial Offi cer, responsible for the Co-

operative’s fi nances, procurement and information

systems. Marc is an experienced global fi nance

executive with strong strategic leadership

capability. Prior to joining Fonterra, Marc was

the CFO at Roche Pharmaceuticals Division in

Switzerland, with oversight of NZ$54 billion in

sales including 14 manufacturing sites around the

world. His division was responsible for product

distribution for 140 countries, focussing on the

innovation pipeline and customer and market

development. Marc has worked in both emerging

and established markets, including China, Japan,

Thailand, Europe and the US. Marc has a strong

track record and is known for his commitment to

leading and developing his people while building

diverse and inclusive teams. He has a Bachelor of

Arts in International Studies and an International

Masters of Business Administration, Finance and

German from the University of South Carolina,

Columbia USA.

. Lukas Paravicini

Chief Operating Offi cer Global Consumer

and Foodservice

Lukas Paravicini heads Fonterra’s Global Consumer

& Foodservice business whose 11,000 people

are committed to bringing dairy nutrition to

80 countries across the world. He fi rst joined

Fonterra as CFO in 2013 after a long career with

Nestlé where he held a number of senior positions

including General Manager for Nestlé Professional

Europe, CFO of Nestlé Brazil, Vice President

of Global Business Services and CFO of Nestlé

Professional, and Nestlé’s globally managed Out-

of-Home business. Lukas’ extensive experience in

dairy provides him with an in-depth understanding

of how dairy can deliver people’s needs for

delicious nutritious food. He has lived and worked

in some of Fonterra’s most strategically important

markets. He holds a Business and Administration

degree from the University of Zurich, Switzerland,

and speaks fi ve languages.

. Robert Spurway

Chief Operating Offi cer, Global Operations

Robert Spurway joined Fonterra in 2011.

As Chief Operating Offi cer, Global Operations,

Robert leads Fonterra’s global operations

business and is responsible for the Co-operative’s

manufacturing and supply chain operations in

New Zealand and around the world. In his

previous role he was responsible for overseeing

milk collection, manufacturing and logistics for

the Co-operative’s New Zealand milk supply.

Prior to that, he was Fonterra’s South Island

Regional Operations Manager. In this role, he

oversaw the greenfi eld development of the

Co-operative’s Darfi eld site. Robert has more

than 25 years’ experience in the food and dairy

industries. After managing the Northland Dairy

Company’s Dargaville site, he moved to Australia

in 1999, where he held various roles in Goodman

Fielder Australia. From 2008 to 2011, Robert led

two Australian food companies before returning

to New Zealand. Robert holds a Bachelor of

Engineering (Chemical and Materials).

. Judith Swales

Chief Operating Offi cer - Velocity

and Innovation

Judith Swales shapes the future of Fonterra by

harnessing innovation, emerging technologies,

game changing business models and new ways

of working, while embedding a performance

driven culture. She joined the Co-operative in 2013

as Managing Director Fonterra Oceania, where

she led the successful turnaround of the Australian

business and oversaw Fonterra Brands New

Zealand. The daughter of a milkman, Judith grew

up helping her father on his daily milk run.

She has extensive experience in senior

management and business turnarounds, and prior

to joining Fonterra was the Managing Director of

Heinz Australia, and CEO and Managing Director

of Goodyear Dunlop, Australia and New Zealand.

Before coming to Australia in 2001, Judith worked

for a number of UK retailers which culminated in

her move to Australia as the Managing Director

of Angus and Robertson. She has served as a

Non-Executive Director on the DuluxGroup Board

since April 2011 and is a Director on the Global

Dairy Platform Board. Judith has a degree in

Microbiology and Virology.

. Kelvin Wickham

Chief Operating Offi cer, NZMP

Kelvin Wickham leads the sales and marketing

of all Fonterra ingredients globally, delivering

solutions to our global customers, ensuring

optimisation of supply and demand, commodity

price risk management, and championing

the NZMP™ brand. Kelvin has more than 29

years’ experience in the dairy industry and has

played a key role in building markets, customer

relationships and partnerships. His previous role

of President Greater China and India focussed

on directing the development of Fonterra’s

business in these expanding markets, during

which he oversaw a period of rapid growth. Prior

to that, Kelvin led Fonterra’s Supplier and External

Relations team, and was Managing Director of

Fonterra’s Global Trade overseeing the launch of

GlobalDairyTrade. From 2005 to 2007 he was the

Director of Sales and Operations Planning. Kelvin

holds a chemical and materials engineering degree,

a Master of Management and a Diploma of Dairy

Science and Technology.

. Mike Cronin

Managing Director Corporate Aff airs

Mike is the Managing Director Corporate Aff airs,

where he oversees Health, Safety, Resilience and

Risk; Legal; Social Responsibility; Governance;

Food Safety, Quality and Regulatory Aff airs; Global

Stakeholder Aff airs; Communications; Advocacy

and Fonterra Brand teams. Mike is also responsible

for co-ordinating the CEO’s offi ce, the Fonterra

Management Team, and the Fonterra Board.

After joining Fonterra in 2002 Mike has worked

on many of Fonterra’s most signifi cant projects,

including the buyback of the Anchor brand in

New Zealand, Trading Among Farmers and the

Governance and Representation Review. Prior to

2014, Mike was the General Manager of Strategy

Deployment. He was appointed Group Director

Governance and Legal before taking on his current

role in 2014. Mike has a Bachelor of Laws and

Bachelor of Arts from the University of Auckland.

. Mark Van Zon

Managing Director of People and Culture

Mark Van Zon was appointed Acting Managing

Director of People and Culture in 2018 after

Joanne Fair took up a secondment to lead Fonterra

Brands New Zealand. Mark oversees the delivery

of Fonterra’s people strategy, which includes

innovative solutions to attract, develop and retain

global talent, and to improve staff engagement

across our 22,000 employees. Prior to joining

Fonterra in 2017, Mark was based in Seattle and led

Starbucks’ international reward team. His overseas

experience also includes various Human Resources

roles in the Netherlands and UK. Mark is a well-

rounded Human Resources leader having worked

across a range of industries including logistics, IT

and consulting, retail and fast-moving consumer

goods. Mark holds a Master of Commerce (Hons)

from the University of Auckland.

FONTERRA ANNUAL REPORT 

47

OUR PERFORMANCE
Group

financial

metrics

Milk Collection



,



,



,



,



,

kgMS (millions)

.

.

8.



.

.

.



.

.

.



.

.

.



.

.

.6



Total Cash Payout

 Farmgate Milk Price Dividend

Sales Volume (LME bn)





.

.



.

.


.

.



.

.



.

.

. .

.

.

.
IngredientsConsumer and Foodservice

,





na







,6



Additional Volume to Higher Value



Cummulative Consumer and Foodservice (LME m)

Cummulative Advanced Ingredients (LME m)

Higher value products

 


as ­ of total LMEs







These charts have been

selected to represent

the fi nancial metrics

for Fonterra. We have

provided an historical

summary of our

performance which we

intend to include in our

annual results on an

ongoing basis.

1 Does not add to total due to inter-group eliminations.

Ingredients include China Farms.

2 Advanced ingredients split only from 2017.

3 Comprises Advanced Ingredients and Consumer and

Foodservices products.

FONTERRA ANNUAL REPORT 

48

Normalised EPS and Dividend Yield





.






.













EPS (cents)Dividend Yield

.

6.

.



Return on Capital

(including intangibles and EAI


)



.

.



.



.



.

CAPEX









,













 Capex (millions)

Normalised Gross Margin



,

.



,

.



,

.



,

.



,

.

 GM (millions) GM LME

Normalised EBIT

 EBIT (millions)

 EBITLME





.




.



,

.

 

,

.

 



.

Leverage



.

.x



.

.x



.



.



.

Gearing Debt EBITDA

.x

.x

.x

Working Capital Days





















Free Cash Flow







–,



,









 Free Cash Flow (millions)

4 FY18 divided over volume weighted average FCG price of

$5.84 across the year.

5 Equity accounted investments.6 Calculated on the accrual basis.

FONTERRA ANNUAL REPORT 

49

We continued to shift more volume to higher value
products but we had less volume to sell due to record

low opening inventories and lower milk collections in

New Zealand. Our normalised earnings before interest

and tax (EBIT) were down 22% to $902 million, including

a downward adjustment to the Farmgate Milk Price of

5 cents per kgMS. The lower EBIT was due to the lower

sales volumes, tighter margins due to the higher Farmgate

Milk Price, especially the increase late in the season, and

higher operating costs. We also had two large one off

items, the payment for the Danone arbitration award and

Beingmate write-down, that signifi cantly impacted our

reported EBIT, which was down 77% to $262 million. Our

return on capital was unsatisfactory at 6.3%, down 2%

compared to last year.

As a result of this disappointing fi nancial performance,

we decided to limit our dividend to just the 10 cents paid

in April and reduce the Farmgate Milk Price to strengthen

our balance sheet and protect the long-term interests of

the Co-operative.

1 This includes the normalisation of Beingmate investment and the Danone

arbitration decision.

2 Ratio is economic net interest bearing debt divided by earnings before

interest, tax, depreciation and amortisation (EBITDA). Both debt and

EBITDA are adjusted for the impact of operating leases.

3 Gearing ratio is economic net interest bearing debt divided by total

capital. Total capital is equity excluding the hedge reserves, plus

economic net interest bearing debt.

4 Return on capital is calculated as normalised EBIT, less a notional tax charge

divided by capital employed. Capital employed includes brands, goodwill and

equity-accounted investments. Return on capital, excluding brands, goodwill

and equity-accounted investments was 8.0% (31 July 2017: 11. 1%).

OUR PERFORMANCE

Group Overview

It was a mixed year for us. On one hand we saw a

9% uplift in the Farmgate Milk Price to $6.69 per

kgMS. On the other, our earnings performance was

disappointing and well below our targets.

FOR THE YEAR ENDED

NZD MILLION JULY 31 JULY 2017CHANGE

Volume (LME, billion)22.2.

Volume (000 MT)4,123,

Normalised sales revenue20,431,

Normalised gross margin3,152,

Normalised gross margin

percentage15.4%.–

Normalised operating

expenses(2,496),

Reported EBIT262,

Normalised EBIT

1

902,

Net fi nance costs(416)

Tax (expense)/credit(42)

Net (loss)/profi t after tax(196)

Earnings per share (cents)(14)

Normalised earnings

per share (cents)24

Dividend per share (cents)10

Adjusted debt to

EBITDA

2

(ratio)4.5X.X

Gearing ratio

3

48.4%.–

Return on capital

4

6.3%.–

Free cash fl ow600

Capital expenditure861

FONTERRA ANNUAL REPORT 

50

Normalised EBIT
$

902 m

22%

Net Loss After Tax

$

196 m

Normalised

Earnings

Per Share

51%

24

cents

Return on

Capital

2%

6.3

%

FONTERRA ANNUAL REPORT 

51

In the 2018 fi nancial year, Fonterra grew total normalised
revenue by 6% where higher product pricing off set the

decline in overall sales volumes of Liquid Milk Equivalents

(LMEs).

Our overall sales volumes of LMEs were down 3%

mainly due to the lower sales volumes in our Ingredients

business where we had lower opening inventory and

lower collections in New Zealand. We continued to sell

increased volumes of higher value products with sales of

Advanced Ingredients increasing by 334 million LMEs and

we also shifted 131 million more LMEs into Consumer and

Foodservice. This increased sales volumes in Consumer

and Foodservice by 2%, which was below our targets and

mainly due to customer demand being impacted by higher

prices and increased competition.

Our group normalised gross margin per LME of $0.14

was in line with the previous year. However, the lower

sales volumes and higher group operating costs meant

normalised EBIT decreased by $253 million to $902 million.

After two years of reducing our costs, normalised group

operating costs were 7% higher than last year with

Ingredients and centrally held costs making up the

majority of the increase. In Ingredients we had higher

operating costs across the business, including some

one-off s. We also had costs for new category growth and

higher costs in Australia as we expanded our business.

In addition, we had higher IT and R&D expenditure to

support the future development of our Co-operative.

In Ingredients, normalised EBIT decreased by 7% to

$879 million. Gross margin in New Zealand Ingredients

improved on last year but was off set by other parts of

Ingredients and as a result normalised gross margin

was stable. The higher operating costs resulted in the

lower EBIT.

Normalised EBIT for Consumer and Foodservice was

down 9% on last year to $525 million

1

. Higher prices for

ingredients, especially for fat products, impacted demand

and while we increased prices through our pricing and

marketing strategies we were not able to fully recover the

higher input costs.

China Farms recorded a direct loss of $9 million for the

year. Production, and consequently sales volumes, were

down due to some changes in the herd to better match

the annual highs and lows in customer demand for milk.

We also had to make an unbudgeted investment in our

effl uent management to meet discharge standards.

Next year we expect volumes to increase and on-farm

productivity to improve.

Our Ingredients business is responsible for purchasing the

raw milk from the farms and capturing the highest value

for this milk, and this resulted in an additional $30 million

loss. We are progressing our strategy of moving this milk

up the value curve through partnerships with the likes

of Hema Fresh, Starbucks, McDonald’s and other Quick

Service Restaurants (QSR) channels. At less than 5% of our

milk from China Farms, these are still small volumes but

our plan is to continue to grow them over time.

OUR PERFORMANCE

Group Overview CONTINUED

Normalised Gross Margin



,

.



,

.



,

.



,

.



,

.

 GM (millions) GM LME

Normalised EBIT

 EBIT (millions)

 EBITLME





.




.



,

.

 

,

.

 



.

1 Normalised EBIT has been restated for FY17 from $614 million to $576 million

as we reallocated some group overhead costs to markets.

FONTERRA ANNUAL REPORT 

52

Net fi nance costs were $61 million higher than last year
due to higher average borrowings and the one-off $26

million interest payment made to Danone. Our gearing

ratio increased to 48.4% from 44.3% last year. This

included the result of the Danone arbitration award and

impairment of Beingmate, which collectively accounted

for 3.2% of the decline. Our working capital days went

up by eight days from 75 to 83 because of higher carrying

values of inventory and receivables, due to the late season

increase in the Farmgate Milk Price. Free cash fl ow,

being the cashfl ow that is available to pay interest and

dividends, and to reduce debt, decreased by $70 million

to $600 million. This was because of lower earnings, and

higher working capital and capital expenditure for the

year. Our capital expenditure went up to $861 million

compared to $851 million last year and included a number

of big projects such as construction of a third mozzarella

plant at our Clandeboye site, a cream cheese plant at our

Darfi eld site and the expansion of our Stanhope plant,

which will increase its cheese production capacity by

35,000 metric tonnes.

This was a year of challenging operating performance and

we are focussed on improving the business performance

of all assets. This combined with strong fi nancial discipline

will strengthen the balance sheet and improve the return

on invested capital.

Normalised Operating Expenses

$

2

,

496 m

7%

Free Cash Flow

$

600 m

10%

Gearing

Ratio

4.1%

4 8.4

%

FONTERRA ANNUAL REPORT 

53

OUR PERFORMANCE
Ingredients

Volume

Milk collection across New Zealand for the 2017/18 season

was 1,505 million kgMS, down 1% compared to the previous

season. Diffi cult weather conditions were the prevailing

theme this season with some regions hit harder than

others. Many North Island and upper South Island farmers

experienced extremely wet conditions in spring causing

damage to their pasture, stunting both grass growth and

supplementary feed production. This was followed, in some

regions, by diffi cult dry conditions which aff ected pasture

growth across the rest of the season.

In Australia, milk collection for the 2017/2018 season

reached 153 million kgMS, 30 million kgMS higher than the

2016/17 season. Strong volume growth in Australia was

predominantly due to increased market share as we gained

supply from competitors.

Ingredients’ sales volumes were down 4% for the year,

driven by the lower opening inventories and the lower

collections in New Zealand. This year we increased sales

of Advanced Ingredients by 334 million LMEs, which is

consistent with our strategy of shifting more of our farmers’

milk into higher value products. The main products that

contributed to the increased sales of Advanced Ingredients

were premium consumer powders into the Middle East and

South East Asia.

1 China raw milk gross margin represents the net benefi t/(loss) from the

external sale of milk produced by China Farms and sold to the Ingredients

business in China at an internal raw milk price.

2 Normalised EBIT for Ingredients excludes unallocated costs.

3 Return on capital is calculated as normalised EBIT, less a notional tax

divided by capital employed. Capital employed includes brands, goodwill

and equity-accounted investments. Return on capital, excluding brands,

goodwill and equity-accounted investments was 8.2% (31 July 2017: 10.3%).

In our Ingredients business normalised sales

revenue increased by 7% where higher sales

prices more than off set the lower sales volumes

due to record low opening inventory and lower

collections. Our total normalised gross margin

was in line with last year – however, increased

operating costs to achieve these gross margins

meant our EBIT declined by 7% to $879 million.

FOR THE YEAR ENDED

NZD MILLION JULY 31 JULY 2017CHANGE

Volume (LME, billion)20.5.

Volume (’000 MT)2,986,

Normalised sales revenue 16,306,

Normalised total

gross margin1,472,

– New Zealand ingredients1,346,

Reference products555

Non-reference products791

– Australia ingredients77

– China raw milk

1

(30)

– Other gross margin79

Normalised EBIT

2

8 79

Gross margin ($ per MT) –

New Zealand Ingredients

Reference products

($ per MT)309

Non-reference products

($ per MT)1,275,

Return on capital

3

8.3%. –

Summary Financials

FONTERRA ANNUAL REPORT 

54

FONTERRA ANNUAL REPORT 
55

FOR THE YEAR ENDED

NZD MILLION31 JULY 201831 JULY 2017CHANGE

Production Volume (’000 MT)

Reference

products1,849,

Non-reference

products762

Sales Volume (’000 MT)

2

Reference

products1,794,

Non-reference

products620

Revenue Per MT (NZD)

2

Reference

products4,851,

Non-reference

products5,637,

Added

334

million LMEs to

Advanced Ingredients

Normalised Total Gross Margin

$

1,472 m

in line with

201 7

Value

Ingredients’ revenues were up 7% on last year due to higher

commodity prices and higher sales volumes in Australia,

off setting the lower opening inventory and milk collections

in New Zealand.

Our New Zealand Ingredients business manufactures

fi ve ingredient products that inform the Farmgate Milk

Price. These are referred to as reference products, while all

other products are referred to as non-reference products.

Revenue per metric tonne for reference products was up

14% and remained largely fl at for non-reference products.

Total Ingredients’ normalised gross margin was in line with

last year, and includes the adjustment to the milk price of

5 cents per kgMS, benefi tting gross margin by $74 million.

This was achieved on a lower sales volume and therefore

represents an improved gross margin per LME.

New Zealand Ingredients’ gross margin increased 9% to

$1,346 million. Gross margins for reference products were

$555 million, or $309 on a per metric tonne basis, which

represents an increase of 33%. This included recovering

pricing lags from the previous year and is in line with the

margin per metric tonne for FY16.

The gross margins for non-reference products were

$791 million, down 2% on last year because of lower sales

volumes. Gross margin per metric tonne for non-reference

products was 9% higher at $1,275.

Australian ingredients' gross margin was in line with last

year including a planned 40 cents per kgMS payment to

suppliers. EBIT decreased by 44% because last year included

some one-off benefi ts that were not repeated this year.

The overall Ingredients’ gross margin was also impacted by

a $30 million loss representing the diff erence between the

domestic milk price and the internal raw milk price paid to

China Farms. Last year this loss was $38 million. We include

the China Farms’ volumes and earnings in Ingredients as

we use our sales expertise to maximise sales revenue of

the raw milk.

The improved gross margin for New Zealand Ingredients

was off -set by lower margins in “Other gross margin”. This

included a reduction in profi tability from globally sourced

products and last year we had a number of one-off benefi ts

that were not repeated this year.

Overall, normalised gross margin was in line with last year

but our operating costs were higher and there were some

one-off s. In addition, we had costs for new category growth

and higher costs in Australia as we expanded our business.

This resulted in normalised EBIT of $879 million, down 7%

on last year.

1 Table excludes bulk liquid milk. The bulk liquid milk volume for

the year ended 31 July 2018 was 68,000 MT of kgMS equivalent

(year ended 31 July 2017 was 76,000 MT of kgMS equivalent).

2 Revenue and sales volume exclude Foodservice volumes to

China, Latin America and Quick Service Restaurant channels.

This volume for the year ended 31 July 2018 was 198,000 MT

(year ended 31 July 2017 was 143,000 MT).

New Zealand Ingredients’ Revenue

and Volume

1


FONTERRA ANNUAL REPORT 

55

Consumer and Foodservice
OUR PERFORMANCE

We continued to move more

volume into our higher value

Consumer and Foodservice

business where our sales

volumes grew by 131 million

LMEs, 2% up on last year.

This was less than our targeted growth and was mainly

due to higher prices, product mix changes and the

underperformance of our New Zealand business. We

achieved volume growth in all other regions with the

strongest growth from our Greater China business.

Higher ingredient prices meant signifi cantly higher input

prices in both our Consumer and Foodservice businesses.

Through our pricing strategies and brand strength our

increased prices contributed an additional $551 million to

earnings but this was not suffi cient to cover the additional

$626 million of costs we incurred from the higher input

costs. As a result, our normalised EBIT was down 9% on

last year to $525 million

1

.

FOR THE YEAR ENDED

 MILLION JULY 31 JULY 2017CHANGE

Volume (LME, billion)5.6.

– Consumer3.2.

– Foodservice2.4.

Volume ( ’000 MT) 1,798,

Normalised sales revenue 7,122,

Normalised gross margin1,683,

Gross margin (%)24%

– Consumer28%

– Foodservice16%

Normalised EBIT525

Return on capital

2

8.3%. 

FOR THE YEAR ENDED

 MILLION JULY 31 JULY 2017

Normalised EBIT prior year576

Volume14

Price551

Cost of goods sold(626)

Operating expenses and other

3

10

Normalised EBIT525

Normalised EBIT: key performance driversSummary Financials

1 Normalised EBIT has been restated for FY17 from $614 million to $576 million

as we reallocated some group overhead costs to markets.

2 Return on capital is calculated as normalised EBIT, less notional tax charge

divided by capital employed. Capital employed includes brands, goodwill and

equity-accounted investments. Return on capital, excluding brands, goodwill

and equity-accounted investments was 35.1% (31 July 2017: 42.7%).

3 Includes net other operating income, net foreign exchange gains/losses and

share of profi t/loss of equity-accounted investees.

FONTERRA ANNUAL REPORT 

56

Greater China
In Greater China our volumes went up 11% driven by

strong growth in Mainland China. Consumer volumes

increased 24% on last year with strong growth in all

Anchor™ products. Based on market share, Anchor™

UHT milk is now the number one imported milk in

Mainland China, in both e-commerce and offl ine channels.

Foodservice volumes increased 9% on last year with

continued momentum in UHT culinary cream through

expansion into new cities and our launch of a beverage

house channel which includes tea houses that sell tea

macchiatos. In Greater China Foodservice there was a

signifi cant shift in product mix from butter to culinary UHT

creams due to the increase in butter prices. Butter has

a high ratio of LMEs per metric tonne so this shift in our

product mix was one of the key reasons our LME growth in

Greater China was not as high as the previous year.

Latin America

Latin America delivered 12 million more LMEs than last

year. Soprole

TM

had another strong year with its volumes

up 31 million LMEs which is 7% up on last year. We had

lower sales in Venezuela as the socio-economic situation

impacted consumer demand and there were also

diffi culties accessing the raw ingredients and packaging

materials to run the factories at optimal levels. In Brazil

there were also diffi cult economic conditions but we were

able to keep volumes in line with last year. We were able to

extend our leadership positions in the children’s category

and in the northeast of Brazil.

Asia

We had consistent growth across all Asian, Middle East

and African markets. Volumes were up by 71 million

LMEs, a 4% increase on last year – this includes growth

in both Consumer and Foodservice. We achieved our

strongest growth in Consumer in Malaysia and Sri Lanka.

In Foodservice, the Middle East, Vietnam and Thailand

had strong performances with volume growth from butter

in the Middle East and cream in Vietnam and Thailand.

In Consumer, growth was driven by Fernleaf powders in

Malaysia, the launch of our Red Cow brand in Sri Lanka and

the Middle East and the re-launch of Anlene™ across the

Asian region.

Oceania

Volumes were down 5% because of challenges in our New

Zealand business and marginally lower volumes in Australia.

New Zealand’s volumes were down 70 million LMEs, 9%

lower than last year. This was due to the issues with our

move to a new distribution centre, which we highlighted

in our interim results, combined with higher prices and

changes in consumer preferences. We have now put in place

a plan for turning around New Zealand’s performance. In

Australia, Foodservice volumes were fl at. Excluding the

Wagga Wagga Route business divested in October 2016,

Consumer achieved a volume increase versus 2017. This was

primarily due to liquid milk, Western Star butter sales and

recently launched Western Star cream.

Volume by region

Content for this page in progress

Greater China LME

1,413 million

Latin America LME

74 7million

Asia LME

1,7 73 million

Oceania LME

1,65 6 million

5%

11%

2%

4%

FONTERRA ANNUAL REPORT 

57

Consumer and Foodservice CONTINUED
OUR PERFORMANCE

Greater China

In Greater China, we delivered normalised EBIT of $165

million, down 19% on last year’s $204 million. Foodservice

margins declined to 15.2% compared to 23.7% last year.

The main reason was an increase in input costs as fat

prices rose signifi cantly and impacted the profi tability of

butter. In addition, there was also increased competition

in UHT cream from Europe. Our pricing strategy was set

to maintain our market share so we can benefi t from

future product price increases. Consumer gross margins

were steady, and combined with increased volumes, this

business broke-even two years ahead of our business

plan. This was achieved through the popularity of

Anchor™ UHT milk which holds the number one market

share in the imported UHT milk category, for both the

online and offl ine channels. In addition, the launch of

Anchor™ ambient yoghurt and the Daily Fresh milk range

into Alibaba’s new premium food stores, Hema Fresh,

contributed to this result.

Latin America

Latin America increased EBIT by 29% from $91 million in

2017 to $117 million in 2018. This was driven by another

year of solid performance from Soprole

TM

in the mature

cheese and yogurt categories. In addition, Brazil turned

around its performance and went from a loss position

to breakeven in a challenging economic environment.

In Brazil’s children’s category, we grew our market share

ahead of our competitors and now hold 32% market share

by value. There was a one-off benefi t of around $14 million

from restructuring our USD obligations in Venezuela.

Asia

Asia delivered EBIT of $176 million compared to last

year’s $194 million, down 10%. In Consumer, our pricing

strategies and marketing initiatives enabled us to keep our

gross margin percentage in line with last year. However,

price controls in some local markets did impact our

profi tability because we were not able to fully pass through

higher input costs. This impacted us most signifi cantly in

Sri Lanka. We launched our Red Cow brand in Sri Lanka

and the Middle East to support growth in these regions.

The lower price point makes it attractive to customers and

contributes to our margin. In Foodservice, we increased

our sales volumes by 6% but the higher input costs meant

our margins and profi tability were down on last year.

Oceania

Oceania delivered EBIT of $67 million, 23% less than

last year. This lower profi tability was due to operational

challenges in New Zealand which experienced lower

margins from the higher than expected costs involved in

moving to and starting up our new distribution centre.

This also impacted customer service levels and sales

volumes, which were down 9% on last year. In addition,

butter sales declined because of higher prices. However,

in Australia, we were able to maintain our number one

market share position in cheese and spreads.

LME BILLIONNORMALISED EBIT ($M)

YEAR ENDED

 JULY 

YEAR ENDED

31 JULY 2017CHANGE

YEAR ENDED

 JULY 

YEAR ENDED

31 JULY 2017CHANGE

Greater China1.41.165

Latin America0.75.117

Asia1.77.176

Oceania1.66.67

Consumer and Foodservice5.59.525

Value by region

Consumer and Foodservice Performance

FONTERRA ANNUAL REPORT 

58

Added
131

million LMEs to

Consumer and Foodservice

Latin America EBIT

$

117 m

29%

Oceania EBIT

$

67 m

23%

FONTERRA ANNUAL REPORT 

59

OUR PERFORMANCE
Our farming operations

in China are comprised of

seven farms across two hubs,

producing high quality

fresh milk.

China Farms

Volume

Yutian is our most established hub with around 17,000

milking cows. Our second hub, Ying, is our newest hub

with around 14,000 milking cows.

Excluding one-off milk powder sales in FY17, sales

volumes decreased by 12% to 273 million LMEs this

year. This was predominantly due to lower production

as changes are made to the herd profi le to improve its

future productivity. As these changes take eff ect, we

expect volumes to increase 10% per annum to reach

370 million LMEs by 2021.

Value

Our strategy for China Farms is to deliver the highest

value through integrating them into our Ingredients and

Consumer and Foodservice businesses in Greater China.

China Farms' partnerships with Hema Fresh, Starbucks,

McDonald’s and other QSR channels continue to build

positive momentum, as its raw milk goes into higher value

channels. At less than 5% of our milk from China Farms

these are still small but our plan is to continue to grow

them over time.

We also aim to reduce our cost base on an ongoing basis.

However, this year several one-off costs to meet discharge

standards combined with higher feed costs due to tariff s

and higher commodity prices have impacted earnings,

resulting in a direct normalised EBIT loss of $9 million.

Excluding these one-off s, China Farms have reduced

their costs by 6% since 2016 and will continue to focus

on improving their cost base through operational and

procurement effi ciencies.

Our Ingredients business is responsible for purchasing the

raw milk from the farms and capturing the highest value for

this milk, and this resulted in an additional $30 million loss.

FONTERRA ANNUAL REPORT 

60

FOR THE YEAR ENDED
NZD MILLION31 JULY 201831 JULY 2017CHANGE

Volume

(LME, billion)0.3.

Volume

( MT)22

Sales

revenue 262

Normalised

EBIT(9) ,

Sales volumes

273

million

LMEs

12%

1

Costs down

6%

since 2016

Launched the Daily

Fresh milk range

into Alibaba’s new premium

food stores, Hema Fresh

1 Excluding one-off milk powder sales in FY17.

FONTERRA ANNUAL REPORT 

61

Historical Financial Summary
OUR PERFORMANCE

Market Statistics

JULY 2018JULY 2017JULY 2016JULY 2015JULY 2014

Fonterra Seasonal Statistics

Total New Zealand milk collected (million litres)16,93217,05117,58518,14317,932

Highest daily volume collected (million litres)82.080.186.989.787.1

New Zealand shareholder supply milk solids collected

(million kgMS)1,4041,4171,4531,5201,533

New Zealand contract supply milk solids collected

(million kgMS)1011091139451

New Zealand milk solids collected (million kgMS)1,5051,5261,5661,6141,584

Total number of shareholders at 31 May10,16210,26710,57910,75310,721

Total number of sharemilkers at 31 May2,7122,7223,0983,3793,398

Total number of shares on issue at 31 May (million)1,6121,6071,6021,5991,598

Shareholder Supplier Returns

Payout

Farmgate Milk Price (per kgMS)

2

6.696.123.904.408.40

Dividend (per share)0.100.400.400.250.10

Dividend yield (%)

3

1.76.77.34.41.6

Cash payout (per share)

4

6.796.524.304.658.50

Retentions (per share)

5

–0.060.110.04–

Weighted average share price ($ NZD)

6

5.845.965.485.606.26

Ingredient Price

Weighted average commodity prices ($ USD per MT FOB)

Whole Milk Powder

7

3,0912,8552,1112,6394,824

Skim Milk Powder

7

1,9682,2161,8032,5524,504

Butter

7

5,5754,2212,8303,0273,920

Cheese

8

3,8533,7632,7663,4774,706

Fonterra’s average NZD/USD conversion rate

9

0.710.700.710.790.81

Staff Employed

Total staff employed (000s, permanent full-time equivalents)21.521.421.322.018.2

New Zealand11.911. 711. 411. 911. 4

Overseas9.69.79.910.16.8

FONTERRA ANNUAL REPORT 

62

Group Overview
JULY 2018JULY 2017JULY 2016JULY 2015JULY 2014

Income

Volume (liquid milk equivalents, billion)

10

22.222.923.722.822.2

Volume (000s MT)

10

4,1234,1804,3134,3033,965

Sales revenue ($ million)20,43819,23217,19918,84522,275

Normalised EBITDA ($ million)

11

1,4461,6811,9281,5351,041

Normalised EBIT ($ million)

12

9021,1551,358974503

Normalised NPAT ($ million)

13

382781789456157

Reported earnings per share(0.14)0.460.510.290.10

Normalised earnings per share0.240.490.490.290.10

Revenue Margin Analysis (Normalised)

EBITDA

14

7.1%8.7%11.2%8.1%4.7%

EBIT

15

4.4%6.0%7.9%5.2%2.3%

NPAT

16

1.9%4.1%4.6%2.4%0.7%

Cash fl ow ($ million)

Operating cash fl ow

17

1,5481,3763,2786681,367

Free cash fl ow6006702,184(1,372)358

Net working capital

18

3,1562,7791,8573,3634,013

Capital Measures

Equity excluding hedge reserve ($ million)6,6167,0566,8837,1966,452

Economic net interest-bearing debt ($ million)

19

6,1995,6015,4737,1204,732

Economic debt to debt plus equity ratio

20

48.4%44.3%44.3%49.7%42.3%

Net debt/EBITDA

21

4.5x3.5x2.8x4.7x4.9x

Capital employed ($ million)

22

9,5529,0939,3929,4878,493

Capital expenditure ($ million)

23

8618519441,531969

Return on capital (including intangibles and EAI)

24

6.3%8.3%9.2%6.9%4.1%

Return on capital (excluding intangibles and EAI)

25

8.0%11. 1%12.4%8.9%4.7%

FONTERRA ANNUAL REPORT 

63

OUR PERFORMANCE
Regional Breakdown – Ingredients

26

JULY 2018JULY 2017JULY 2016

Sales Volume (000 MT)

27

Reference Products1,7941,8411,920

Non-reference Products620696720

Revenue ($/MT)

27

Reference Products4,8514,2623,276

Non-reference5,6375,5674,972

Gross Margin ($/MT)

Reference Products309232330

– Margin6.4%5.4%10.1%

Non-reference Products1,2751,1651,348

– Margin22.6%20.9%27.1%

Ingredients

Volume (liquid milk equivalents, million)

10

20,52021,30522,390

Volume (000s MT)

10

2,9863,0193,074

Revenue ($ million)16,30615,26613,005

Gross margin ($ million)1,4721,4731,860

Gross margin %

28

9.0%9.7%14.3%

Normalised earnings ($ million)8799431,204

Normalised earnings margin %

29

5.4%6.2%9.3%

Divisional Breakdown – Ingredients

30,31

JULY 2018JULY 2017JULY 2016

Global Ingredients And Operations

– Volume (liquid milk equivalents, million)

10

18,42719,36920,350

– Volume (000s MT)

10

2,7782,8792,911

– Revenue ($ million)14,56414,08711,835

– Gross margin ($ million)1,2971,3331,733

– Gross margin %

28

8.9%9.5%14.6%

Fonterra Ingredients Australia

– Volume (liquid milk equivalents, million)

10

1,7551,6191,600

– Volume (000s MT)

10

350305316

– Revenue ($ million)1,8771,5221,396

– Gross margin ($ million)777858

– Gross margin %

28

4.1%5.1%4.2%

Other And Eliminations

– Volume (liquid milk equivalents, million)

10

338317440

– Volume (000s MT)

10

(142)(165)(153)

– Revenue ($ million)(135)(343)(226)

– Gross margin ($ million)986269

Historical Financial Summary CONTINUED

FONTERRA ANNUAL REPORT 

64

Regional Breakdown – Consumer And Foodservice
32

JULY 2018JULY 2017JULY 2016

Oceania

Volume (liquid milk equivalents, million)

10

1,6561,7431,834

Volume (000s MT)

10

623636698

Revenue ($ million)2,1591,9522,051

Gross margin ($ million)433438444

Gross margin %

28

20.1%22.4%21.6%

Normalised earnings ($ million)678797

Normalised earnings margin %

29

3.1%4.5%4.7%

Asia

Volume (liquid milk equivalents, million)

10

1,7731,7031,549

Volume (000s MT)

10

331310292

Revenue ($ million)1,8651,8101,944

Gross margin ($ million) 456501599

Gross margin %

28

24.5%27.7%30.8%

Normalised earnings ($ million)176194244

Normalised earnings margin %

29

9.4%10.7%12.6%

Greater China

Volume (liquid milk equivalents, million)

10

1,4131,278874

Volume (000s MT)

10

266237167

Revenue ($ million)1,5641,277916

Gross margin ($ million)335359329

Gross margin %

28

21.4%28.1%35.9%

Normalised earnings ($ million)165204131

Normalised earnings margin %

29

10.5%16.0%14.3%

LATAM

Volume (liquid milk equivalents, million)

10

747735623

Volume (000s MT)

10

578600643

Revenue ($ million)1,5341,4781,385

Gross margin ($ million)459446436

Gross margin %

28

29.9%30.2%31.5%

Normalised earnings ($ million)11791108

Normalised earnings margin %

29

7.6%6.1%7.8%

Total Consumer And Foodservice

Volume (liquid milk equivalents, million)

10

5,5905,4594,882

Volume (000s MT)

10

1,7981,7831,800

Revenue ($ million)7,1226,5176,296

Gross margin ($ million)1,6831,7441,808

Gross margin %

28

23.6%26.8%28.7%

Normalised earnings ($ million)525576580

Normalised earnings margin %

29

7.4%8.8%9.2%

FONTERRA ANNUAL REPORT 

65

OUR PERFORMANCE
Historical Financial Summary CONTINUED

Regional Breakdown – Consumer

30,31

JULY 2018JULY 2017JULY 2016

Oceania

Volume (liquid milk equivalents, million)

10

1,2281,3091,415

Volume (000s MT)

10

525538599

Revenue ($ million)1,6441,5081,618

Gross margin ($ million)340355354

Gross margin %

28

20.7%23.5%21.9%

Asia

Volume (liquid milk equivalents, million)

10

1,1311,1041,030

Volume (000s MT)

10

233220215

Revenue ($ million)1,2381,2841,482

Gross margin ($ million)377402492

Gross margin %

28

30.5%31.3%33.2%

Greater China

Volume (liquid milk equivalents, million)

10

13911276

Volume (000s MT)

10

715843

Revenue ($ million)343269233

Gross margin ($ million)149120105

Gross margin %

28

43.0%44.6%45.1%

Latin America

Volume (liquid milk equivalents, million)

10

653637543

Volume (000s MT)

10

550569613

Revenue ($ million)1,4181,3631,289

Gross margin ($ million)429414405

Gross margin %

28

30.3%30.4%31.4%

Total Consumer

Volume (liquid milk equivalents, million)

10

3,1513,1623,064

Volume (000s MT)

10

1,3791,3841,470

Revenue ($ million)4,6434,4244,622

Gross margin ($ million)1,2951,2911,359

Gross margin %

28

27.9%29.2%29.4%

FONTERRA ANNUAL REPORT 

66

Regional Breakdown – Foodservice
30, 31

JULY 2018JULY 2017JULY 2016

Oceania

Volume (liquid milk equivalents, million)

10

427433419

Volume (000s MT)

10

989899

Revenue ($ million)515444433

Gross margin ($ million)938390

Gross margin %

28

18.1%18.8%20.8%

Asia

Volume (liquid milk equivalents, million)

10

643599520

Volume (000s MT)

10

989077

Revenue ($ million)627526462

Gross margin ($ million)7999107

Gross margin %

28

12.6%18.8%23.2%

Greater China

Volume (liquid milk equivalents, million)

10

1,2731,166798

Volume (000s MT)

10

195179124

Revenue ($ million)1,2211,008683

Gross margin ($ million)186239224

Gross margin %

28

15.2%23.7%32.8%

Latin America

Volume (liquid milk equivalents, million)

10

949780

Volume (000s MT)

10

283230

Revenue ($ million)11611596

Gross margin ($ million)303231

Gross margin %

28

25.9%27.8%32.3%

Total Foodservice

Volume (liquid milk equivalents, million)

10

2,4372,2951,817

Volume (000s MT)

10

419399330

Revenue ($ million)2,4792,0931,674

Gross margin ($ million)388453452

Gross margin %

28

15.7%21.7%27.0%

FONTERRA ANNUAL REPORT 

67

OUR PERFORMANCE
Operating Performance – China Farms

JULY 2018JULY 2017JULY 2016

Volume (liquid milk equivalents, million)

10

273335229

Volume (000s MT)

10

222616

Revenue ($ million)262269183

Gross margin ($ million)523(40)

Gross margin %

28

1.9%8.6%(22.0%)

Normalised earnings ($ million)(9)1(59)

Normalised earnings margin %

29

(3.4%)0.4%(32.2%)

Historical Financial Summary CONTINUED

FONTERRA ANNUAL REPORT 

68

1 All season statistics are based on the 12-month milk season of 1 June–31 May.
2 From the beginning of the 2009 season the Farmgate Milk Price has

been determined by the Board. In making that determination, the Board

takes into account the Farmgate Milk Price calculated in accordance with

the principles set out in the Farmgate Milk Price Manual.

3 FY18 dividend over volume weighted average FCG price of $5.84 for the

period 1 Aug-31 Jul.

4 Average payout for a 100% share-backed supplier.

5 Retentions are calculated as net profi t after tax attributable to

Co-operative shareholders at 31 July divided by the number of shares at

31 May, less dividend per share.

6 Weighted average share price represents the average price Fonterra

Co-operative Group shares traded at weighted against the trading

volume at each price over the period 1 August-31 July.

7 Source: Fonterra Farmgate Milk Price Statement representing the

weighted-average United States Dollar contract prices of Reference

Commodity Products.

8 Source: Oceania Export Series, Agricultural Marketing Service,

US Department of Agriculture.

9 Fonterra’s average conversion rate is the rate that Fonterra has

converted net United States Dollar receipts into New Zealand Dollars

based on the hedge cover in place.

10 Includes sales to other strategic platforms. Represents external sales.

11 Normalised earnings before interest, tax, depreciation and amortisation

and is calculated as profi t for the period before net fi nance costs, tax,

depreciation and amortisation.

12 Represents segment earnings before unallocated fi nance income, fi nance

costs and tax. For the years ended 31 July 2016, 2015 and 2014, Greater

China has been disclosed separately in alignment with the disclosures in

the segment note. For the years ended 31 July 2013 and earlier, Greater

China was part of Asia. The year ended 31 July 2015 has been restated to

refl ect changes to the organisation of business units that occurred in the

year ended 31 July 2016. The year ended 31 July 2014 has been restated to

refl ect changes to the organisation of business units that occurred in the

year ended 31 July 2015.

13 Normalised Net Profi t after Tax attributable to equity holders of the Parent.

14 Normalised EBITDA divided by sales revenue.

15 Normalised EBIT divided by sales revenue.

16 Normalised net profi t after tax divided by sales revenue.

17 Cash fl ow generated by normal business operations, less net taxes paid.

18 Working Capital is calculated as current trade receivables plus

inventories, less current trade payables and accruals. It excludes

amounts owing to suppliers and employee entitlements.

19 Economic net interest-bearing debt refl ects total borrowings less

cash and cash equivalents and non-current interest-bearing advances

adjusted for derivatives used to manage changes in hedged risks.

20 Economic debt to debt plus equity ratio is calculated as economic net

interest-bearing debt divided by economic net interest-bearing debt plus

equity excluding hedge reserves.

21 Debt payback ratio is economic net interest bearing debt divided by EBITDA.

Both debt and EBITDA are adjusted for the impact of operating leases.

22 Capital employed excludes brands, goodwill and equity accounted

investments.

23 Capital expenditure comprises purchases of property, plant and

equipment and intangible assets, and net purchases of livestock.

24 Return on capital is calculated as normalised EBIT, less a notional tax

charge divided by capital employed including brands, goodwill and

equity accounted investments.

25 Return on capital is calculated as normalised EBIT, less equity accounted

investees’ earnings, less a notional tax charge, divided by capital

employed.

26 Figures excludes bulk liquid milk. The bulk liquid milk volume for the

year ended 31 July 2018 was 68,000 MT of kgMS equivalent (year ended

31 July 2017 was 76,000 MT of kgMS equivalent).

27 Revenue and sales volume exclude Foodservice volumes to China, Latin

America and Quick Service Restaurant channels. This volume for the year

ended 31 July 2018 was 198,000 MT (year ended 31 July 2017 was 143,000 MT).

28 Normalised gross margin divided by sales revenue.

29 Normalised EBIT divided by revenue.

30 Adjusted to refl ect normalisation adjustments.

31 Summing of individual numbers from the regional and divisional

breakdown may not add up to the totals in each category due to rounding.

32 Includes share of Consumer and Foodservice overhead allocations, the

total impact of which is $59 million.

Notes to the Historical Financial Summary

FONTERRA ANNUAL REPORT 

69

The Board, Shareholders’ Council and
Management of Fonterra consider that strong

governance plays a critical role in the success

of our Co-operative and are committed to

achieving the highest standard of corporate

governance, representation and leadership.

Corporate

Governance

To support this the Board has developed governance systems

that reflect Fonterra’s unique characteristics and requirements

as a significant New Zealand based co-operative competing in

the global dairy market.

Fonterra continuously reviews its governance representation

and leadership to ensure they reflect best practice for our

Co-operative.

This Corporate Governance statement is current as at

13 September 2018 and has been approved by the Fonterra

Co-operative Group Limited Board.

CHANGES TO THE FONTERRA BOARD

In line with the changes approved by farmer shareholders in

October 2016, from 2 November 2017 the number of Directors

elected by farmer shareholders (Farmer Directors) on the Board

is not more than seven, with not more than four Directors

appointed by the Board (Appointed Directors). There were a

number of changes to the Fonterra Board during the financial

year ending 31 July 2018. In November 2017:

–Mr David Jackson, an Appointed Director, retired and Mr

Bruce Hassall was appointed to the Board to fill this vacancy.

–Mr Ian Farrelly’s appointment to the Board completed.

–Ms Leonie Guiney and Mr David McLeod, both Farmer

Directors, retired from the Board and Mr Brent Goldsack

and Mr Andrew Macfarlane were elected to the Board as

Farmer Directors.

OUR CORPORATE GOVERNANCE

COMPLIANCE WITH BEST PRACTICE

GOVERNANCE STANDARDS

The Board’s governance framework takes into consideration

contemporary standards in New Zealand and Australia,

including the principles in the NZX Corporate Governance

Code which came into effect for reporting periods from

1 October 2017 (NZX Code).

Fonterra focusses on governance

in a way that promotes:

• the interests of our farmer shareholders, unitholders

and other key stakeholders

• Fonterra’s Co-operative philosophy, which is largely

expressed through our Co-operative principles

• transparency, giving our farmer shareholders, unitholders

and other stakeholders the information they need to assess

our performance

• effective risk management and compliance to ensure

that Fonterra meets its business objectives and all legal

and reporting requirements

• an appropriate balance between the roles and

responsibilities of the Board and Management

• communication with important stakeholder groups,

including farmer shareholders, employees, customers,

unitholders, debt investors, governments and the

communities Fonterra works in.

FONTERRA ANNUAL REPORT 2018

70

Principle 1: Code of Ethical Behaviour
CODE OF ETHICS

A culture of honesty and integrity is integral to Fonterra’s

reputation and commitment to become the world’s most

trusted source of dairy nutrition. Fonterra expects its Directors,

officers and employees to maintain high ethical standards and

to operate ethically and legally in the countries where we do

business, underpinned by its four values - especially

‘Do What’s Right’.

Fonterra’s code of ethics is made up of three documents:

Code of Business Conduct - The Way We Work, the Board

Charter and Fonterra’s Ethical Behaviour Group Policy.

These documents set clear expectations for our Directors

and employees regarding ethical behaviour including the

requirement for honesty and integrity, dealing with conflicts

of interest, the use of corporate information and assets and

property, giving and receiving gifts, procedures for whistle

blowing and managing breaches. All three documents are

required to be reviewed and approved annually. The Board

has also developed a Code of Conduct for Directors.

The Way We Work also provides practical guidance on how

to apply Fonterra’s four values in everyday situations with

farmer shareholders, unitholders, customers, suppliers and

the wider community.

Fonterra’s Ethical Behaviour Group Policy and The Way We

Work are published in multiple languages and are available to

all employees on Fonterra’s intranet. As with other Fonterra

Group Policies, employee training is included within Fonterra’s

global induction programme and annually refreshed. Individuals

are assessed to ensure understanding of Group Policies and an

annual certification process promotes compliance.

Fonterra funds an independently operated whistle-blowing

hotline. The hotline gives individuals a confidential channel

(by phone, email, mail, or online) to report concerns about

behaviour that is unethical or does not meet the standards

described in The Way We Work. This hotline is available in all

regions where Fonterra operates. In the 2018 financial year,

42 disclosures were made globally to the hotline. All disclosures

were fully investigated, appropriate action taken and timely

updates made available to the whistle-blower.

Fonterra operates a Conflict of Interest Register where

employees must enter all actual or potential conflict of

interests. Fonterra also operates a Gift & Entertainment

Register where employees must record all gifts given or

received, and hospitality and entertainment with third parties.

The Way We Work, the Board Charter and Fonterra’s Ethical

Behaviour Group Policy are available on www.fonterra.com.

SECURITIES TRADING POLICY

Fonterra has adopted a Securities Trading Policy that details

the rules for trading in shares, capital notes, retail bonds, units,

milk price futures and options traded on the NZX and other

listed securities of Fonterra or the Fonterra Shareholders’ Fund

from time to time. The policy applies to Directors, officers,

employees and contractors of the Fonterra Group (globally)

and members of the Shareholders’ Council and Milk Price

Panel, and is additional to legislative requirements for trading

securities in New Zealand and Australia.

The Securities Trading Policy is available, along with other key

Group Policies on www.fonterra.com.

All Directors comply with the legislative requirements for

disclosing interests in listed voting securities of Fonterra and

its related companies.

Principle 2: Board Composition

and Performance

BOARD CHARTER

The Board Charter includes details about the Board

composition and procedures including the Chairman’s election

and role, the Board’s relationship with Management, incident

management engagement, training provided to Directors, and

the process for assessing the Board’s performance.

The Charter is reviewed each year. The Board Charter and

the Charters of the Board Committees are available on

www.fonterra.com.

BOARD APPOINTMENTS

The Constitution of Fonterra provides for not more than

11 Directors and sets out how they are appointed.

In accordance with the Constitution, not more than seven

Directors are elected by farmer shareholders from the

shareholder base (Farmer Directors), and not more than four

Directors are appointed by the Board (Appointed Directors).

The Board is committed to building capabilities and

maintaining the highest standards of governance. The Board

considers it important that there is a good balance of

experience on the Board. A list of attributes that all Directors

must be able to demonstrate has been developed by the Board

and is reviewed annually.

The Board has also developed a list of skills that the Board

believes are required to effectively govern a complex,

international co-operative, operating in multiple markets,

answering to diverse stakeholders. The skills list is reviewed

annually and, if required, updated. The Board then develops a

Skills Matrix by assessing the required weighting of each skill

against the aggregate skills of the current Board.

The Skills Matrix is used to identify the skills to be targeted

in each year, through the Farmer Director election process

and in the appointment of the Appointed Directors. The list of

attributes and skills, the Skills Matrix and the Board’s targeted

skills are published each year as part of the Farmer Director

election process to assist potential candidates in assessing

their suitability and to assist farmer shareholders when

assessing the candidates put forward for election.

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2018

71

A three member Independent Selection Panel recommends
appropriate candidates to the Board’s Nominations Committee

to be put to farmer shareholders for their consideration to be

elected as Farmer Directors. The members of the Independent

Selection Panel are all independent of Fonterra. One member

is appointed by the Board, one by the Shareholders’ Council

and a third appointed by the other two members of the panel.

In addition to candidates recommended by the Nominations

Committee, there is a self-nomination process where

candidates can propose themselves for election as Farmer

Directors with the support of 35 shareholders.

The Farmer Directors are elected by postal ballot and online

voting by farmer shareholders. The voting packs circulated to

all farmer shareholders include biographical information on

each candidate including relevant skills and experience. The

elections are overseen by the Shareholders’ Council.

The People, Culture and Safety Committee oversees

the process for identifying and recommending potential

Appointed Directors. Prior to appointment by the Board,

the Fonterra Shareholders’ Fund is consulted. The Appointed

Directors are ratified by farmer shareholders at the next

Annual Meeting.

Appointed Directors are selected to enable the Board to access

a full complement of skills and competencies needed to lead an

enterprise of Fonterra’s size, global reach and complexity.

They bring to the Board perspectives, experience and skills to

complement and enhance the attributes and skills provided by

the Farmer Directors.

DIRECTOR INDEPENDENCE

The rules of the Fonterra Shareholders’ Market (FSM Rules)

require Fonterra to have a minimum of two Independent

Directors or if there are eight or more Directors, three or

one-third of the total number of Directors of Fonterra,

whichever is greater. With Fonterra’s current Board of 11

Directors, four must be Independent Directors.

In order to be an Independent Director, a Director must not be an

executive officer of Fonterra, or have a ‘disqualifying relationship’.

A Director has a disqualifying relationship where he or she

has a direct or indirect interest or relationship that could

reasonably influence, in a material way, the Director’s decisions

in relation to Fonterra. The FSM Rules contain specific examples

of what may give rise to a disqualifying relationship. Appointed

Directors cannot be shareholders and are expected to maintain

independence for the length of their term.

Farmer Directors must be qualified as farmer shareholders

under section 12.3 of the Constitution and are therefore not

considered Independent Directors.

As at 31 July 2018, Clinton Dines, Bruce Hassall, Simon Israel

and Scott St John each did not have (and continue not to have)

any disqualifying relationship in relation to Fonterra and were

therefore Independent Directors. David Jackson was an

Independent Director until his resignation with effect from

2 November 2017.

John Monaghan, who is a Farmer Director, is the

Board-elected Chairman.

DISCLOSURE

Information about each Director (including experience,

length of service, independence and ownership interests)

is disclosed at the end of this section or in the statutory

information section of this Annual Review, and is also

available on www.fonterra.com.

DIVERSITY & INCLUSION POLICY

Embedding diversity and inclusion in how we think, act

and operate enables innovation to flourish throughout

Fonterra and is fundamental to delivering our sustainable

Co-operative ambition.

Fonterra has published its Diversity and Inclusion Policy on

www.fonterra.com and appointed a dedicated Diversity and

Inclusion Manager to drive our global strategic framework.

Fonterra’s Diversity and Inclusion Policy has three key areas

of focus:

Our People: attracting and selecting, developing and

promoting and retaining diverse talent, while avoiding

practices that are discriminatory or exclusive.

Our Strategy: ensuring our organisation reflects the diversity

of our markets, customers, stakeholders and the communities

in which we operate.

Our Identity: respecting, leveraging and embracing the unique

skills and diverse perspectives of our people, reflecting a core

Fonterra value of ‘Do What’s Right’.

DIVERSITY AND INCLUSION TARGET AND OBJECTIVES

In 2018, Fonterra formalised its commitment to increasing the

representation of women and ethnic minorities within senior

leadership levels. The Board approved aspirational targets and

objectives to increase women in leadership from current levels

of around 33% to 50%

1

by 2022 and further targeting a mix of

20% ethnic diversity within global leadership levels

2

.

To achieve our gender and ethnicity targets, the objective

of ensuring a balance of 50/50 gender balance which comprises

20% ethnic diversity of candidates for long and short-lists for

leadership roles was agreed by the Board. All selection

decisions continue to be made on merit.

Approved targets are underpinned by comprehensive metrics

that enable regular reporting on progress.

Corporate Governance CONTINUED

1 Our gender targets include a variance of +/- 10% to account for when we have low population sizes i.e.: n<20

2 Ethnic diversity is defined as increased representation from minority groups globally.

OUR CORPORATE GOVERNANCE

FONTERRA ANNUAL REPORT 2018

72

Corporate Governance CONTINUED
EXECUTIVE LEADERSHIP GENDER COMPOSITION

As at 31 July 2017

FONTERRA MANAGEMENT TEAMGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

761––

%86%14%0%0%

As at 31 July 2018

The gender composition of Fonterra Management Team members remains unchanged between 2017 and 2018.

FONTERRA MANAGEMENT TEAMGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

761––

%86%14%0%0%

BOARD GENDER COMPOSITION

As the majority of Directors are appointed by farmer shareholders through an independent process, the Board has not adopted

gender targets for the Board in 2018. The Board remains committed to addressing the gender composition of the Board, including

by building a pipeline of Directors through the Fonterra Governance Development Programme and through the independent

Farmer Director election process.

As at 31 July 2017

BOARDGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

1293––

%75%25%0%0%

As at 31 July 2018

As at 31 July 2018 the gender composition of Board members comprised two female and nine male Directors.

BOARDGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

1192––

%82%18%0%0%

ONGOING TRAINING

Following appointment to the Board, Directors undertake an

induction programme to familiarise themselves with Fonterra

and its global business. Areas covered include:

• business strategy and planning

• an overview of key financial metrics to monitor business

performance

• an overview of material areas of the Fonterra business,

including through meetings with key executives and visits

to key offshore markets

• Fonterra’s Constitution and other governance systems.

Directors are expected to keep themselves abreast of changes

and trends in the business, Fonterra’s environment and markets,

and the economic, political, social and legal climate generally.

The Board holds several workshops on relevant subjects each

year, are provided with strategic readings each month and

Directors are also expected to keep up to date with governance

issues. Board visits to Fonterra’s global businesses occur regularly.

FONTERRA ANNUAL REPORT 2018

73

ASSESS PERFORMANCE
Directors formally assess the performance of the Board each

year. A regular programme of peer review of individual

Directors occurs as part of an ongoing Director development

programme. Directors are also encouraged to attend external

development and training programmes. The Shareholders’

Council reviews the Board’s Statement of Intentions against the

performance and operation of the Group and reports on this to

farmer shareholders annually. The Board is also responsible for

reviewing the Chief Executive’s performance.

DIVISION OF ROLES

The Chairperson and Chief Executive roles at Fonterra

are not exercised by the same individual.

Principle 3: Board Committees

Fonterra has a number of permanent Board Committees, as

detailed below. Additional Board Committees will be formed

when it is efficient or necessary to facilitate efficient decision-

making by providing for a sub-group of Directors to focus on

particular areas or issues and to develop recommendations to

the full Board.

The Board Committees have standard ‘Terms of Reference’ and

each committee has a charter, which defines the scope and

responsibilities of that committee and is approved by the Board

each year. The minutes for each of the Board Committees’

meetings are supplied to the Board for review. The charters

for each of the Board Committees are available on

www.fonterra.com.

COMMITTEE OR GROUPMEMBERSHIP AS AT 31 JULY 2018PURPOSE

People, Culture and

Safety Committee

John Wilson (Chair)

Ashley Waugh

John Monaghan

Simon Israel (Independent)

Clinton Dines

(Independent)

Bruce Hassall

(observer)

To assist the Board in fulfilling its governance

responsibilities in relation to the recruitment, retention,

remuneration and development of Directors, executives

and other employees, and to promote a safe and healthy

working environment.

Audit and Finance

Committee

Bruce Hassall

(Chair and Independent)

Andrew Macfarlane

Ashley Waugh

Scott St John

(Independent)

Nicola Shadbolt

Donna Smit

To assist the Board in fulfilling its governance

responsibilities in relation to Fonterra’s financial

reporting, audit activities, treasury matters, financial

risk management and internal control frameworks.

Risk CommitteeAshley Waugh (Chair)

Bruce Hassall (Independent)

Brent Goldsack

Nicola Shadbolt

Clinton Dines

(Independent)

To assist the Board in fulfilling its corporate governance

responsibilities relating to Fonterra’s management of

key enterprise wide risks. This includes strategic and

operational risks, through Fonterra’s risk management

framework, the behaviours required of its people and its

guidelines, policies and processes for monitoring and

mitigating enterprise-wide risks.

Co-operative

Relations Committee

John Monaghan (Chair)

Andrew Macfarlane

Brent Goldsack

Donna Smit

To assist the Board in fulfilling its governance

responsibilities in relation to the supply of milk from

Fonterra suppliers, and to seek to resolve supplier

complaints before reference to the Milk Commissioner.

Nominations

Committee

Bruce Hassall

(Chair and Independent)

Clinton Dines (Independent)

Andrew Macfarlane

John Monaghan

Duncan Coull

(SHC observer)

Matthew Pepper

(SHC observer)

To recommend to the Board candidates for election as

Farmer Directors.

Milk Price PanelScott St John

(Chair and Independent)

Bruce Hassall (Independent)

Brent Goldsack

Andrew Wallace

(Independent)

Bill Donaldson

To provide assurances to the Board as to the

governance of the Milk Price and the Milk Price Manual,

and the proper application of the Milk Price Principles.

Corporate Governance CONTINUED

OUR CORPORATE GOVERNANCE

FONTERRA ANNUAL REPORT 2018

74

Corporate Governance CONTINUED
BOARD AND COMMITTEE ATTENDANCE

BOARD 

AUDIT & FINANCE

COMMITTEE

CO-OPERATIVE

RELATIONS

COMMITTEE

MILK PRICE PANEL

NOMINATIONS

COMMITTEE

PEOPLE,

CULTURE & SAFETY

COMMITTEE

RISK

COMMITTEE

 

Eligible to

AttendAttendance 

Eligible to

AttendAttendance 

Eligible to

AttendAttendance 

Eligible to

AttendAttendance 

Eligible to

AttendAttendance 

Eligible to

AttendAttendance 

Eligible to

AttendAttendance 

Clinton Dines1816––––––1 1 8844

Ian Farrelly661111–– ––––

Brent Goldsack1211––4444 –-21

Leonie Guiney 44––11–– ––11

Bruce Hassall 121277––43 7522

Simon Israel 1818–––––– 88––

David Jackson 6611––331 1 2211

David MacLeod 44––11–– ––11

Andrew

Macfarlane

12125543–– ––––

John Monaghan1615––55–– 87––

Nicola Shadbolt 181876––––1 1 ––44

Donna Smit18187644–– ––––

Scott St John 181877––77 ––––

Ashley Waugh 1816551132 8822

John Wilson 181855––––1 1 8811

AUDIT AND FINANCE COMMITTEE

There is an established Audit and Finance Committee as

described on the previous page.

The Audit and Finance Committee comprises two Appointed

Directors and four Farmer Directors. The committee is chaired

by Bruce Hassall, who is an Independent Director and a Fellow

of the New Zealand Institute of Chartered Accountants.

MILK PRICE PANEL

The Board has created the Milk Price Panel for the purpose of

providing assurances as to the governance of the Farmgate

Milk Price and the proper application of the Farmgate Milk

Price Manual and the Milk Price Principles.

The Panel does not determine the Farmgate Milk Price, as this

is a decision for the Board.

The Dairy Industry Restructuring Act 2001 (New Zealand)

requires that the Chair and a majority of the members of the

Panel are independent. The Panel consists of two Appointed

Directors, one Farmer Director and two appropriately qualified

persons nominated by the Shareholders’ Council, at least one of

whom must be independent. The Chair must be one of the

Appointed Director members. The Panel is currently chaired by

Scott St John. Other Board members are Bruce Hassall and

Brent Goldsack. The Shareholders’ Council appointees are

Andrew Wallace and Bill Donaldson. The Board confirmed that

at 31 July 2018, Scott St John, Bruce Hassall and Andrew Wallace

are considered to be Independent Members of this Panel.

MAJORITY INDEPENDENT DIRECTORS – AUDIT AND

FINANCE COMMITTEE, NOMINATIONS COMMITTEE

AND PEOPLE, CULTURE AND SAFETY COMMITTEE

The Audit and Finance Committee, Nominations Committee

and People, Culture and Safety Committee committees do not

comprise a majority of Independent Directors.

There is currently no headroom for Fonterra, based on having

11 Directors, to have more than four Independent Directors (as

prescribed by the FSM Rules), as the Farmer Directors fill each

of the seven positions open to them (and as noted above, the

Farmer Directors are not considered Independent Directors).

Given this, it is difficult for Fonterra to appoint a majority of

Independent Directors to these committees without excluding

Farmer Directors or significantly increasing the workload of the

Independent Directors.

Fonterra does not consider that this is a significant issue, as

both the Audit and Finance Committee and the Nominations

Committee are chaired by Independent Directors, with the

People, Culture and Safety Committee chaired by a Farmer

Director. In addition, under the FSM Rules, the Audit and

Finance Committee is not required to comprise of a majority

of Independent Directors.

Employees attend Audit and Finance Committee and People,

Culture and Safety Committee meetings at the request of

the Committees.

TAKEOVER OFFER

Given its co-operative structure and the thresholds on share

ownership in the Constitution, the Board does not believe that

it is necessary to establish protocols for a takeover offer.

FONTERRA ANNUAL REPORT 2018

75

Principle 4: Reporting and Disclosure
DISCLOSURE POLICY

Fonterra is committed to promoting well-informed and efficient

markets in its shares, units issued by the Fonterra Shareholders’

Fund and debt securities. The Board has approved a Group

Disclosure Policy to ensure compliance with the FSM Rules

regarding disclosure. The Group Disclosure Policy governs

Fonterra’s communications with investors and market

participants, and the disclosure of information relevant to

Fonterra. This policy, and the Group Disclosure Standard which

gives effect to the policy, are available on www.fonterra.com.

Fonterra has established a Disclosure Committee that holds

regular and ad hoc meetings to oversee Fonterra’s continuous

disclosure obligations. The members of the Disclosure

Committee are the CEO, CFO, Managing Director Corporate

Affairs, Director Capital Markets and the Director, Governance.

The Disclosure Committee’s Charter states that the committee

has responsibility for overseeing Fonterra’s continuous

disclosure obligations and reviewing, monitoring and

implementing the Group Disclosure Policy. The Committee

maintains a register of continuous disclosure matters and also

ensures a consistent and high standard of communication with

farmer shareholders, unitholders, other investors and market

participants on a timely basis.

The Chairman of the Board, the Chairman of the Audit and

Finance Committee and the Chairman of the Milk Price Panel

attend the Committee’s meetings to review and approve the

release of the Interim and Annual Reports, and on an ad hoc

basis to provide input into specific continuous disclosure

obligations.

Fonterra and the Manager of the Fonterra Shareholders’ Fund

have entered into an arrangement to co-operate with each

other and take all steps reasonably required to ensure that

information to be disclosed by either of them under the FSM

Rules and the listing rules of the NZX or the ASX (as the case

may be) is disclosed simultaneously to the Fonterra

Shareholders’ Market, the NZX Main Board and the ASX.

Fonterra simultaneously discloses relevant information on ASX

on behalf of the Fonterra Shareholders' Fund.

WEBSITE DISCLOSURE

At present Fonterra has the following documents available on

www.fonterra.com:

• Board Charter

• People, Culture and Safety Committee Charter

• Audit and Finance Committee Charter

• Risk Committee Charter

• Co-operative Relations Committee Charter

• Nominations Committee Charter

• The Way We Work (Code of Business Conduct)

• Group Disclosure Policy and Group Disclosure Standard

• Group Diversity and Inclusion Policy

• Group Environmental Policy

• Group Ethical Behaviour Policy

• Group Privacy Policy

• Group Securities Trading Policy

Fonterra does not have a Director Remuneration

Policy for the reasons noted below under the heading

‘Director Remuneration’.

NON-FINANCIAL REPORTING

Fonterra is guided by international best practice and agrees that

adoption of internationally recognised reporting frameworks is

a good way of allowing users of our disclosure information to

more easily compare it with others. For this reason we have

adopted the Global Reporting Initiative (GRI) guidelines.

In this Annual Report, we provide coverage of both financial

and non-financial matters. Non-financial reporting includes

coverage of progress on strategy in the ‘Who is Fonterra”

section. High-level consideration of material environmental,

social and governance (ESG) factors and practices are included

in the ‘Our Sustainability ’ section.

In December 2017 Fonterra issued its first Sustainability Report

based upon GRI guidelines to further expand our non-financial

disclosure for each financial year. We plan to release our

Sustainability Report annually, with the next report due to be

issued in November 2018.

Corporate Governance CONTINUED

OUR CORPORATE GOVERNANCE

FONTERRA ANNUAL REPORT 2018

76

Corporate Governance CONTINUED
Principle 5: Remuneration

Fonterra’s remuneration framework is designed to attract, retain

and motivate high quality Directors and senior management.

DIRECTOR REMUNERATION

The Constitution modifies the discretion of the Board to set

remuneration of Directors. In accordance with the Constitution,

farmer shareholders elect an independent committee of six

farmer shareholders (the Directors’ Remuneration Committee) to

consider and make recommendations to the Annual Meeting on

remuneration for Farmer Directors, which is required to be

approved by farmer shareholders.

The members of the Directors’ Remuneration Committee as at

31 July 2018 were David Gasquoine (Chair), John Gregan, Glenn

Holmes, Scott Montgomerie, Stephen Silcock, and Gerard Wolvers.

The Board has full discretion over the remuneration of Appointed

Directors with such remuneration not being approved at the

Annual Meeting. The Board has historically remunerated

Appointed Directors at the same level as Farmer Directors in line

with Directors’ Remuneration Committee recommendations.

Given the arrangements outlined above, Fonterra does not have a

specific policy for remuneration of Directors.

Directors and employees attend Directors’ Remuneration

Committee meetings at the invitation of the Committee.

The details of the Directors’ remuneration are contained on page

58 of the Annual Financial Results for the year ended 31 July 2018.

REMUNERATION OF OUR PEOPLE

Our People, Culture and Safety Committee, that governs the

remuneration of management, reviewed and made changes to

our remuneration approach to better balance the need to

attract and retain talented people, with the need to deliver the

highest possible overall returns to our farmers and unitholders.

Key changes made last year were to amend the short-term (STI)

and long-term incentive (LTI) Plans to better align them to our

overall performance. The details of these programmes are outlined

below but it is worth highlighting that the LTI plans are now based

on Return on Capital (ROC) and Earnings per Share (EPS) metrics.

Some of the outcomes of these changes in FY18 were:

• We did not meet the minimum performance thresholds for the

new LTI Plan in FY18 and therefore no LTI payments were earned.

• The result is a 57% year-on-year decrease in total

remuneration payments for our CEO and a similar level of

decrease for our senior executives.

• For the FY18 performance period outlined in this report,

our CEO Theo Spierings will receive total remuneration of

$3,545,777 versus $8,320,324 earned in FY17.

REMUNERATION BENCHMARKING

Benchmarking of our remuneration is conducted using

independent third-party advisors as appropriate to the market

in which our employees work. Where appropriate, Fonterra will

use supplementary pay intelligence data.

Pay benchmarking for the CEO, FMT and certain senior roles is

conducted using independent third-party remuneration

advisers appointed by the Board. Given that the Co-operative’s

size and global scale is unique to New Zealand, the peer group

for these roles is comprised of 24 Australian listed companies

that are more closely matched to the size and complexity and

operational scope of Fonterra, allowing a more appropriate

benchmarking of senior executive remuneration. The

benchmark also reflects that senior positions within Fonterra

require global expertise, and are typically recruited from

competitive global talent markets, particularly Australia and

Asia. Fonterra aims to pay at the median of the benchmark of

the given peer group for our senior executives.

Fonterra’s remuneration framework for salaried staff is based on a

‘total remuneration’ approach, which is consistent with best

practice globally. This includes base salary, benefits (superannuation

and insurance), and variable remuneration (incentives).

Our remuneration levels are independently benchmarked against

comparable companies. Adjustments may occur on a cyclical

basis, such as an annual salary review, or on an as-needed basis to

recognise factors such as additional responsibilities.

The framework is designed to take into account budget targets

and restraints, market conditions, internal equity, and

governance factors such as local legislation, as well as taking

into account individual performance.

Fonterra’s incentive programmes are designed to drive the

Co- operative’s performance by:

• Focussing on the Co-operative’s primary objective of

maximising returns for its farmer shareholders;

• Promoting collaboration and a one team approach to achieve

Fonterra’s goals;

• Establishing targets which are challenging yet achievable; and

linked to team (such as business unit) and group performance.

At the end of each financial year, performance is reviewed and

incentive payments are approved by the People, Culture and

Safety Committee at its discretion. The Board and the

Committee retain absolute discretion in respect to payments

for all incentive schemes.

EXECUTIVE REMUNERATION AND INCENTIVE PLANS

Fonterra’s remuneration framework for the CEO and members of

the FMT is designed to attract and retain key talent while

ensuring a strong link between performance and reward.

Remuneration for these employees comprises three components:

Fixed Remuneration, Short-Term Incentives and Long-Term

Incentives. Each of the components are detailed below:

Fixed Remuneration

Fixed Remuneration consists of base salary and benefits. Fixed

Reward for the CEO and FMT is generally reviewed on an annual

basis, taking into account market relativities and the individual

performance of each senior executive. Any Fixed Remuneration

changes for the CEO must be approved by the Board.

FONTERRA ANNUAL REPORT 2018

77

Short-Term Incentives
STIs are total at-risk payments that are designed to align and

focus the FMT on delivering exceptional results. STI targets are

expressed as a percentage of base remuneration. For the CEO

and Chief Operating Officers, the STI target is set at 60% of

fixed remuneration.

At the beginning of each financial year, the Board agrees the

business plan and organisational objectives. These objectives

form the basis on which the year’s STI plan is then set. The

FY18 STI outcomes for the CEO and FMT are determined by

three elements:

• Fonterra Group Performance (Volume, EBIT and an

Organisational Efficiency measure)

• Health & Safety and Food Safety & Quality

• Total Farmer Pay-out

A minimum performance threshold must be met for

achievement of any of the Group performance elements. The

maximum incentive opportunity for CEO and FMT is capped at

200% of individual target pay-out.

The Board retains complete discretion of STI outcomes and

may adjust the final outcome as it deems appropriate.

Long-Term Incentives

Fonterra’s LTI is designed to reward the CEO and FMT for

delivering successful outcomes for the Co-operative over the

long term. LTI targets are expressed as a percentage of base

remuneration. The LTI target is set at 60% of fixed

remuneration for the CEO. For the Chief Operating Officers,

the LTI target is set at 50% of fixed remuneration.

The FY18-20 LTI outcomes for the FMT are determined by

two elements:

• Return on Capital including intangibles

(NOPAT/Invested Capital)

• Growth in Earnings per Share (EPS)

For any payment to be made, a minimum performance threshold

must be met as outlined in the LTI Plan. The maximum incentive

opportunity is capped at 200% of individual target pay-out.

The Board retains complete discretion of LTI outcomes and may

adjust the final outcome as it deems appropriate

CEO REMUNERATION

This year, Fonterra will report CEO remuneration to reflect both

actual remuneration paid in the fiscal year for previous

performance, and remuneration earned for performance relating

to the current fiscal year. All values are reported in New Zealand

Dollars. The information contained in this section relates to

Mr Spierings who was in the role of CEO for the duration of FY18.

Corporate Governance CONTINUED

OUR CORPORATE GOVERNANCE

CEO Remuneration Earned for FY18 Performance

‘Remuneration Earned’ aligns remuneration outcomes with performance periods, providing what we believe is a clearer indication

of pay for performance. LTI and STI outcomes are listed against the relevant performance period, regardless of when the payment is

made. We believe this reporting approach provides the right balance of transparency and disclosure while accurately reflecting the

outcomes for a given fiscal year.

PERIODSALARYBENEFITSSTILT ITOTAL REMUNERATION

FY182,462,800103,275979,702

1

0

2

3,545,777

3

FY172,462,800242,3401,182,1444,433,040

4

8,320,324

5

1 Represents the FY18 STI outcome. This payment was approved by the Board in September 2018 and will be paid in October 2018.

2 Fonterra’s LTI Plan did not meet minimum performance thresholds in FY18 and therefore no remuneration was earned.

3 Represents a 57% year-on-year decrease in remuneration realised vs FY17.

4 Represents the FY17 Velocity Leadership Incentive outcome.

5 FY17 Total Remuneration Earned.

For FY18, Mr Spierings realised the following compensation:

(a) CEO Fixed Remuneration

Over the course of the FY18 financial year, the CEO earned fixed

remuneration of $2,462,800 (unchanged from FY17).

(b) CEO Short-Term Incentive

The STI value of the CEO’s remuneration is set at 60% of fixed

remuneration if all targets are achieved.

For the 2018 Financial year, the CEO realised a total STI

payment of $979,702 ($1,182,144 in 2017 Financial Year). This

is against a target of $1,477,680. The board has approved this

STI outcome and payment will be made in October 2018.

(c) CEO Long-Term Incentive

The LTI value of the CEO’s remuneration is set at 60% of fixed

remuneration if all targets are achieved.

• FY18 LTI

• FY18-19 LTI

• FY18-20 LTI

• For the 2018 Financial year, the CEO realised a total LTI

payment of $0. This is against a target of $1,477,680.

Participation in the FY18-19 and FY18-20 LTI Plan ceases on

resignation and any LTI deferrals from these plans are forfeited.

The board retains complete discretion over final LTI payments

and may adjust the final outcome as it deems appropriate.

FONTERRA ANNUAL REPORT 2018

78

Corporate Governance CONTINUED
CEO Remuneration Paid within the FY18 fiscal year

‘Remuneration Paid’ is how CEO remuneration has been traditionally reported, reflecting remuneration in the period it is received,

rather than the performance period the payment relates to. For example, incentive payments relating to FY17 performance are

received and reported in FY18.

PERIODSALARYBENEFITSSTILT ITOTAL REMUNERATION

FY182,462,800235,099

1

1,182,144

2

4,191,686

3

8,071,729

FY172,462,800170,0361,832,323

4

3,855,2488,320,407

1 Represents Superannuation/Kiwisaver.

2 Represents FY17 STI paid in FY18.

3 Comprises of previous year(s) deferred compensation - FY15 LTI (0.2m), FY16 VLI (0.66m), FY17 VLI (3.32m).

4 Represents FY16 STI paid in FY17.

REMUNERATION AND INCENTIVE PLANS FOR

SALARIED STAFF

Fixed Remuneration

Under our ‘total remuneration’ approach for salaried positions,

Fonterra generally aims to pay at the median rate in the

markets in which we operate. For roles that are deemed critical

or that have a significant influence on business performance,

Fonterra may choose to benchmark at the upper quartile rate.

This is particularly true for certain international markets where

securing key talent can be difficult.

Review of Fixed Remuneration

Fixed remuneration for salaried and waged employees who are

not covered by a collective agreement is reviewed annually.

Remuneration for employees who are on collective agreements

is negotiated and agreed in partnership with Fonterra’s

employee representative organisations and is reviewed in line

with the schedules agreed with those employee representative

organisations.

Short Term Incentive Plans

The majority of permanent salaried employees in Fonterra

participate in an annual short-term incentive (STI) plan. In FY18,

this incentive covered approximately 6,000 employees.

The STI plan encourages our people to focus on Fonterra’s

strategic objectives within each financial year. At the beginning

of each financial year a series of Group and business unit key

performance indicators (KPIs) are identified and approved by

the People, Culture and Safety Committee.

The KPIs are established every year, but normally include

important financial measures (revenue and EBIT), operational

efficiency measures, and measures centred around health and

safety and food safety and quality.

For a small, targeted group of employees, our STI plan also

includes an incentive component that is based on the total

available farmer pay-out. This is designed to align the targeted

group’s incentive outcomes to that of our farmer shareholders’

financial outcomes.

Some employees who are eligible for the STI plan have a

portion of their incentive aligned with their individual

performance (typically 50% of the total STI), and others are

aligned fully to the relevant Group or business unit KPI

scorecard. Senior Management is typically aligned to 100% of

Fonterra Group Performance, resulting in their incentives being

fully aligned to Fonterra’s outcomes as a business.

Other Incentive Plans

Some business units, both in New Zealand and offshore, use

sales incentive plans for our market facing sales and support

teams. These are targeted to achieve specific revenue growth

outcomes in key markets as well as aligning to our Group and

business unit strategic objectives.

Employees in these plans do not, typically, participate in any

other short-term incentive plans.

Long Term Incentive Plans

Fonterra offers a Long-Term Incentive (LTI) plan for certain

senior executives. This plan is designed to reward and retain

key senior executives based on longer-term objectives. The

Fonterra Management Team (FMT) is eligible to participate, as

well as a selected number of senior executives who lead large

functions within our core business units, hold significant profit

and loss responsibility, or head significant corporate functions.

The nature of these long-term Incentive plans means that

payments can be deferred over multiple time periods. This

means that, in any given year, multiple payments may be made

for incentives earned in prior years. For purposes of clarification,

we have summarised below the LTI Plans that are active or

where potential deferred payments are yet to be made.

FONTERRA ANNUAL REPORT 2018

79

Velocity Leadership Incentive (FY16/17)
The Velocity Leadership Incentive (VLI) was the LTI plan in

place for FY16 and FY17. It has been discontinued and did not

apply in FY18. The VLI was introduced as a targeted two-year

plan to accelerate and reward the Fonterra business

transformation, which the Co-operative refers to as ‘Velocity’.

The FMT, selected senior management, and a small number of

employees who led significant work streams in FY16 in support

of Velocity were eligible to participate in the VLI.

In FY16 and FY17 Velocity delivered significant benefits across

the Farmgate Milk Price, earnings and working capital. In FY17 it

also supported a material uplift in Fonterra’s organisational

health and employee engagement.

The FY16 VLI was paid in cash with 70% paid following the end

of FY16, and the remaining 30% deferred over two years in two

payments of 15% - one in FY17 and the other in FY18. On target

performance under the FY16 VLI was set at 60% of fixed salary

for the CEO, 50% for the FMT, and ranged from 25% to 50% of

fixed salary for other participating employees. In FY16, Velocity

delivered above expectations in terms of both financial

performance arising from efficiency and value creation.

The FY17 VLI payment schedule was changed to a 50% payment

following the end of FY17, with the remaining 50% deferred

over two years in two payments of 25% - one in FY18 and the

other to be in FY19. The payment of the first deferral was

dependent on achievement of a stipulated lift in organisational

health to recognise the importance of sustainable change. The

stipulated organisational health hurdle was met and the first

deferral was paid in December 2017.

On target performance under the FY17 VLI was set at 60% of fixed

salary for the CEO, 50% of fixed salary for the FMT, and ranged

from 25% to 50% of fixed salary for other participating employees.

The People, Culture and Safety Committee governs the VLI plan

and approves all results and payments in respect of the VLI.

The Board retains overall discretion in relation to all aspects

of the VLI.

FY18–FY20 Long-Term Incentive

In FY18, the People, Culture, and Safety Committee approved a

new LTI plan for FY18 to FY20 and beyond.

The change marked a return to a more traditional LTI plan. It is

designed to incentivise the FMT and certain senior executives

in relation to the achievement of the longer-term strategic

objectives of the Co-operative.

This LTI uses two core financial metrics to measure achievement of

the Co-operative’s performance. The metrics are Return on Capital

(ROC) and Earnings per Share (EPS), both of which are commonly

used globally in long term incentive plans. These metrics are

important as they directly align to the Co-operative’s performance,

and its returns to its farmer shareholders, and are readily measurable.

These outcomes sit alongside the Co-operative’s objective of

maximising the Farmgate Milk Price in a sustainable manner.

LTI targets are set over a three-year performance period.

Assuming performance thresholds have been met at the end of

the three-year period, 100% of the resulting outcome is paid in

cash in October the following fiscal year.

The FY18-FY20 LTI targets for ROC and EPS were set at the

beginning of FY18, with reference to the FY18-FY20 business plan.

The FMT and selected senior executives are eligible to

participate. The Board retains overall discretion in relation to

all aspects of the FY18-FY20 LTI.

FY18 and FY18-19 Long-Term Incentives

With the introduction of a new LTI structure and the

subsequent discontinuation of the VLI, two shorter term

‘bridging’ LTI plans were developed to ensure that Fonterra

appropriately incentivises performance over the FY18 and

FY18-19 vesting periods.

Both the FY18 and FY18-19 LTI plans are based on the same

structure and retain the same measures as the FY18-20 LTI Plan,

albeit for a shorter performance period. Targets for these plans

were developed with reference to the FY18 and FY19 business

plans and were approved by the Board.

For the FY18 and FY18-19 Plans, assuming performance

thresholds have been met, 50% of the resulting outcome is

paid as cash in October the following fiscal year and 50% is

deferred as cash for 12 months. The Board retains overall

discretion in relation to all aspects of the FY18 LTI and the

FY18-19 LTI, including payment of deferral.

FY19–FY21 Long-Term Incentive

The FY19-21 LTI Plan is based on an identical structure and

retains the same measures as the FY18-20 LTI Plan. The FY19-21

LTI Plan targets for ROC and EPS have been set with reference

to the FY21 business plan and have been approved by the Board.

The Board retains overall discretion in relation to all aspects of

the FY19-FY21 LTI.

Corporate Governance CONTINUED

OUR CORPORATE GOVERNANCE

FONTERRA ANNUAL REPORT 2018

80

Corporate Governance CONTINUED
Principle 6: Risk Management

RISK MANAGEMENT FRAMEWORK

Fonterra ensures its performance is optimised through the

identification and management of the most material risks to

the business. The Board receives regular updates from the Risk

Committee and reporting on Fonterra’s Risk Management

Framework.

Fonterra’s Risk Management Framework is based on a three

lines of defence model. Compliance with our Group Policy

Framework is a condition of employment at Fonterra, as

articulated in our Group Policy Principles. As the first line of

defence our people leaders have clear responsibilities for

business risk management and to ensure compliance with

Group Policy and Standards. Technical functions provide the

second line of defence through a range of specialist audit

programmes across the business. Our Internal Audit

programmes and external and customer audit systems

comprise the third line of defence.

Our Risk Management Framework is aligned with international

best practice and includes a consistent process that:

• Considers our goals and relevant context

• Identifies any assumptions or uncertainties that could affect

achieving our goals

• Prioritises control effort through assessing the potential

consequences of a risk materialising, the likelihood of

that occurrence

• Considers risk drivers

• Evaluates current controls, their effectiveness and outcome

acceptability

• Introduces new controls or action plans to strengthen

our position

• Regularly reviews control effectiveness, context changes and

resulting exposure.

Fonterra’s Risk Management Policy outlines our risk principles,

accountabilities and the requirements for managing and

reporting risk within the business. At the highest level, the

most material risks to the business are grouped to reflect our

focus on people, strategy, and identity.

In the Sustainability section, we provide more detailed

information on our risk management approach for health and

safety, food safety and quality, environmental and animal

welfare risks.

These are reviewed regularly to consider any changes or need

to adapt control strategies, through an Integrated Risk Forum

that enables key business leaders identified as risk and

opportunity guardians to assess and manage current risks and

identify and prepare for emerging risks. These matters are

reported to, and recorded by, the Risk Committee.

We aim to deepen the understanding, management and reporting

of key business risks as well as reporting on emerging risk as part

of our approach to strengthening organisational resilience.

HEALTH AND SAFETY

Fonterra is committed to providing a safe and healthy work

environment for anyone who is affected by our operations.

Continuous health and safety improvement is an integral part

of everything we do. Achieving effective health and safety

improvement is regarded as essential to our long-term success

and an integral part of our values and how we run our business.

We have focussed programmes to address our critical risks and

our injury reduction ambitions.

Fonterra’s health and safety performance is measured using a

number of reactive and preventive indicators. These include

Total Recordable Injury Frequency Rate (TRIFR), number of

serious harm injuries and status of self-assurance and internal

control Audits conducted throughout the business.

Our TRIFR has increased over the past year from 5.2 to 6.1

with slightly fewer serious harm injuries in FY18 overall

compared to FY17.

We remain committed to achieving our longer term TRIFR goal

of five which represents world class within our industry group.

Our focus is to continue to track our efforts on a broad range of

health and wellbeing programmes to enhance our people care

and actively prevent incidents from occurring.

FONTERRA ANNUAL REPORT 2018

81

Principle 7: Auditors
AUDITOR FRAMEWORK

The Audit and Finance Committee is responsible for making

recommendations to the Board regarding the appointment of

the external auditor. The external auditor is appointed by

farmer shareholders at the Annual Meeting.

The Audit and Finance Committee reviews the independence of

the auditor and reviews the external audit fees, the terms of

engagement and annual audit plan.

Fonterra encourages the rotation of the lead external audit

partner in the relationship in accordance with best practice.

Fonterra has a Group Audit Independence Policy, for certain

activities the auditor may undertake for the Group. This policy

is prescriptive as to the types of activities that the auditor may

undertake, those the auditor may only undertake with the

approval of the Audit and Finance Committee, and the types of

activities that are not permitted. The Audit and Finance

Committee will not approve the auditor performing any tasks

that have the potential to create a conflict except in

exceptional circumstances and then only if appropriate

safeguards are in place. The Audit and Finance Committee

monitors the performance of these additional activities

undertaken by the auditor.

The Audit and Finance Committee Chairman communicates

regularly with the external auditor and the Audit and Finance

Committee meet with the external auditor without

Management at least twice a year.

The Audit and Finance Committee is responsible for ensuring that

the ability of the auditor to carry out its statutory audit role is not

impaired, or could reasonably be perceived to be impaired.

The fees paid to Fonterra’s auditor, PricewaterhouseCoopers

are detailed in Note 4 to the Annual Financial Results for the

year ended 31 July 2018.

An RFP process is currently underway for the provision of

external audit services for the financial year ended 31 July 2020.

The external auditor is required to attend Fonterra’s Annual

Meeting and be available to answer questions from farmer

shareholders in relation to the audit.

INTERNAL AUDIT

Fonterra’s Internal Audit function provides the Audit and

Finance Committee and Management with objective and

independent assurances on the design and effectiveness of

internal controls.

A close working relationship with Management is critical to

ensure Internal Audit remains relevant and provides adequate

audit coverage.

Internal Audit supports the achievement of Fonterra’s Group

business objectives by:

• Evaluating the effectiveness of risk management, controls

and governance processes

• Delivering reasonable assurance over key business risks to

the Audit and Finance Committee and Management

• Providing recommendations for control environment

improvements

• Executing assignments in compliance with Institute of

Internal Audit Standards

The approach to Internal Audit is based on the principle of line

management responsibility for risk and controls.

• Management is responsible for implementing, operating

and monitoring the system of internal controls to provide

reasonable assurance of achieving business objectives.

• Internal Audit is responsible for:

–Delivering a reasonable degree of assurance (as

determined by the Audit and Finance Committee) over

business risk

–Assisting the business with special reviews or

investigations where requested and approved by the

Audit and Finance Committee

–Complying with the Internal Audit methodology.

Corporate Governance CONTINUED

OUR CORPORATE GOVERNANCE

FONTERRA ANNUAL REPORT 2018

82

Corporate Governance CONTINUED
Principle 8: Shareholder Rights and Relations

WEBSITE

Fonterra has a website (www.fonterra.com) where investors and

interested stakeholders can access financial and operational

information and key corporate governance information about

Fonterra as an issuer.

SHAREHOLDERS’ COUNCIL

One of the Board’s most important relationships is with the

Shareholders’ Council. The Council, Fonterra’s representative

body, which is established under the Fonterra Constitution, is

independent of the Board and as at 31 July 2018 comprised

25 farmer shareholders elected as councillors, representing

25 wards across New Zealand. The Shareholders’ Council was

created to be the guardian of the Co-operative Principles which

apply to the cornerstone activities of the Co-operative. The

functions of the Council are set out in the Constitution. The

Council reviews the Board’s Statement of Intentions for the

performance and operations of the Group and publishes an

annual report, commenting on these matters.

The Council, Board and Management have a working interface

document which sets out the principles to facilitate the

working partnership between the Board, the Council and

Management and the way operational issues will be dealt with

by the Board and the Council.

The working interface document is available on the Farm

Source™ website.

The Council and the Board meet regularly, as do the Chairs of

the Board and the Council and the Chairs of their respective

Committees.

FARMER COMMUNICATIONS

Fonterra is committed to maintaining and improving

communication with its farmer shareholders. An extensive

farmer shareholder and supplier relations programme is

managed by the Farm Source™ team. Channels for electronic

communication are provided through the fonterra.com and

Farm Source™ websites and the My Co-op phone application. In

addition, Fonterra provides farmer shareholders with the ability

to receive communications (such as the Annual Report) from

Fonterra electronically.

Fonterra’s communications with farmer shareholders include

regular face-to-face meetings, Sky broadcasts, a regular Global

Dairy Update, Farm Source™ magazine publication, My Co-op

posts and regular emails from the Chairman, CEO and Regional

Heads. As described above, Fonterra releases to the relevant

stock exchanges all material information, and will comply with

the listing rules of the Fonterra Shareholders’ Market with

respect to shareholder communications.

FARMER MEETINGS

A schedule of regular meetings with farmer shareholders,

sharemilkers and farm workers is held across the country at

least twice each year. Often these are run in conjunction with

the Shareholders’ Council and Farm Source™ regional teams.

Farmer Directors also regularly attend other farmer meetings

during the year on specific topics.

In addition, the Board consults with farmer shareholders on

specific issues as they arise.

FONTERRA.COM AND FARM SOURCE™ DIGITAL TOOLS

Presentations on the development of the business are available

on the fonterra.com website. The Group also uses email alerts,

including regular updates from the Chairman and regular

farmer shareholder updates.

The Farm Source™ website enables farmer shareholders, their

employees and business partners to transact online with

Fonterra and access information and tools on milk production

and quality, online statements and up-to-the-minute news and

weather. This site is also used to provide information on the

business to farmer shareholders.

Fonterra’s My Co-op app provides constantly updated news and

information from across the Co-op and the industry including

milk price announcements, updates from the Chairman and CEO

and rural and regional council news. The On Farm app provides

daily milk production and quality information, comparisons

against last season volumes, tanker movements, and summary

reports of key milk performance information for the last 30 days.

ANNUAL MEETING

The Board views the Annual Meeting of farmer shareholders,

which is held at a different venue around New Zealand each

year, as an opportunity to communicate directly with farmer

shareholders and the Board ensures that adequate time is

provided at these meetings for farmer shareholders to raise

issues or ask questions from the floor.

Notices of Meetings are sent to farmer shareholders at least

ten working days before the meeting.

The Constitution describes the process whereby a farmer

shareholder can raise a proposal for discussion or resolution at

the next meeting of farmer shareholders at which the farmer

shareholder is entitled to vote.

ANNUAL REPORT

The Group’s Annual Report including financial statements and

an annual review, together with the half-year reports and other

material announcements, are designed to present a balanced

and clear view of Fonterra’s activities and prospects and are

available on fonterra.com.

OTHER DISCLOSURES

Information on the Group’s performance, annual and half-year

financial results, Director changes, and other significant

matters, is advised to the market through the NZX and ASX

in accordance with the Group Disclosure Policy. Farmer

shareholders and other stakeholders receive regular updates on

these and other issues relevant to them and all media and

market releases are available on fonterra.com.

VOTING

Shareholders have the right to vote on major transactions

(as defined in the Companies Act 1993) as well as other major

decisions that may change the nature of Fonterra as prescribed by

the listing rules of the FSM. In particular, FSM Rule 8.1.1 restricts

Fonterra from entering into any transaction (or series of linked or

related transactions) which would change the essential nature of

the business of Fonterra or in respect of which the gross value is

in excess of 50% of the average market capitalisation of Fonterra

without the prior approval of Fonterra’s shareholders.

In accordance with the co-operative nature of Fonterra, voting is

based on the quantity of milk solids supplied to Fonterra, backed

by shares and is not on the principle of one vote per share.

FONTERRA ANNUAL REPORT 2018

83

FONTERRA ANNUAL REPORT 2018
84

Summary Financial

Statements

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

Directors’ Statement 85

Income Statement 86

Statement of Comprehensive Income 87

Statement of Financial Position 88

Statement of Changes In Equity 89

Cash Flow Statement 90

Notes to the Summary Financial Statements 91

Independent Auditor’s Report 103

Statutory Information 105

Non-GAAP Measures 106

Glossary 107

Contents

FONTERRA ANNUAL REPORT 
85

Directors’ Statement

FOR THE YEAR ENDED 31 JULY 2018

The Directors hereby approve and authorise for issue the summary financial statements for the year ended 31 July 2018 presented

on pages 85 to 102. For and on behalf of the Board:

JOHN MONAGHAN BRUCE HASSALL

Chairman Director

12 September 2018 12 September 2018

Fonterra Co-operative Group Limited (Fonterra, the Company or the Co-operative) is a co-operative company incorporated and

domiciled in New Zealand. Fonterra is registered under the Companies Act 1993 and the Co-operative Companies Act 1996, and is

a FMC Reporting Entity under the Financial Markets Conduct Act 2013. Fonterra is also required to comply with the Dairy Industry

Restructuring Act 2001.

These summary financial statements comprise Fonterra and its subsidiaries (together referred to as the Group) and include the

Group’s interest in its equity accounted investees after adjustments to align to the accounting policies of the Group. They have

been prepared in accordance with Financial Reporting Standard No. 43: Summary Financial Statements and have been extracted

from the Group’s full financial statements. The Group’s full financial statements comply with International Financial Reporting

Standards. They also comply with New Zealand Equivalents to International Financial Reporting Standards and have been prepared

in accordance with Generally Accepted Accounting Practice applicable to for-profit entities.

The Board has elected to present summary financial statements for the year ended 31 July 2018 as part of the Annual Report sent

to Shareholders. These summary financial statements include notes setting out key information.

These summary financial statements are presented for the year ended 31 July 2018. The comparative information is for the year

ended 31 July 2017. These summary financial statements of the Group have been prepared using the same accounting policies and

measurement basis as the Group’s full financial statements for the year ended 31 July 2018.

In the process of applying the Group’s accounting policies, management make a number of judgements, estimates of future events,

and assumptions. These are all believed to be reasonable based on the most current set of circumstances available to the Group.

Judgements and estimates that have the most significant effect on the amounts recognised in the financial statements for the year

ended 31 July 2018 are those used to determine the recoverable amounts of the following assets: the investment in Beingmate

(Note 7), the China Farms assets and the goodwill attributed to the consumer and foodservice businesses in New Zealand and

Brazil. These matters are also communicated as key audit matters in the audit opinion on the full financial statements.

The full financial statements for the year ended 31 July 2018, approved and authorised for issue by the Board on 12 September 2018,

have been audited by PricewaterhouseCoopers and given an unqualified opinion.

The Group is primarily involved in the collection, manufacture and sale of milk and milk-derived products and in fast-moving

consumer goods and foodservice businesses. These summary financial statements are presented in New Zealand Dollars ($ or

NZD), which is Fonterra’s functional and presentation currency, and rounded to the nearest million, except where otherwise stated.

The summary financial statements cannot be expected to provide as complete an understanding of the financial affairs of the

Group as the full financial statements, which are available from Fonterra’s registered office at 109 Fanshawe Street, Auckland,

New Zealand or on Fonterra’s website, www.fonterra.com.

FONTERRA ANNUAL REPORT 2018
86

GROUP $ MILLION

NOTES31 JULY 201831 JULY 2017

Revenue from sale of goods20,43819,232

Cost of goods sold2(17,279)(15,968)

Gross profit3,1593,264

Other operating income192190

Selling and marketing expenses(651)(641)

Distribution expenses(572)(550)

Administrative expenses(873)(810)

Other operating expenses(400)(334)

WPC 80 recall costs(196)–

Impairment of equity accounted investees(405)(35)

Net foreign exchange (losses)/gains(12)29

Share of profit of equity accounted investees207

Profit before net finance costs and tax2621,120

Finance income2334

Finance costs(439)(389)

Net finance costs(416)(355)

(Loss)/profit before tax(154)765

Tax expense9(42)(20)

(Loss)/profit after tax(196)745

(Loss)/profit after tax is attributable to:

Equity holders of the Co-operative(221)734

Non-controlling interests2511

(Loss)/profit after tax(196)745

GROUP $

31 JULY 201831 JULY 2017

Earnings per share:

Basic and diluted earnings per share(0.14)0.46

The accompanying notes form part of the financial statements.

Income Statement

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
87

GROUP $ MILLION

31 JULY 201831 JULY 2017

(Loss)/profit after tax(196)745

Items that may be reclassified subsequently to profit or loss:

Cash flow hedges and other costs of hedging, net of tax(459)128

Net investment hedges and translation of foreign operations, net of tax188(124)

Hyperinflation gains/(losses) attributable to equity holders17(1)

Share of equity accounted investees’ movements in reserves––

Other reserve movements(1)(2)

Total items that may be reclassified subsequently to profit or loss(255)1

Items that will not be reclassified subsequently to profit or loss:

Net fair value gains on investments in shares82

Foreign currency translation losses attributable to non-controlling interests(2)(3)

Hyperinflation movements attributable to non-controlling interests12–

Non-controlling interests other movements–(2)

Total items that will not be reclassified subsequently to profit or loss18(3)

Total other comprehensive expense recognised directly in equity(237)(2)

Total comprehensive (expense)/income(433)743

Total comprehensive (expense)/income is attributable to:

Equity holders of the Co-operative (468)737

Non-controlling interests356

Total comprehensive (expense)/income(433)743

Statement of Comprehensive Income

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
88

GROUP $ MILLION

NOTES31 JULY 201831 JULY 2017

ASSETS

Current assets

Cash and cash equivalents446393

Trade and other receivables 2,3552,303

Inventories2,9172,593

Tax receivable4732

Derivative financial instruments 59580

Other current assets 141181

Total current assets5,9656,082

Non-current assets

Property, plant and equipment6,8106,391

Equity accounted investments 615887

Livestock288319

Intangible assets3,2273,115

Deferred tax assets583363

Derivative financial instruments204239

Other non-current assets 323446

Total non-current assets12,05011,760

Total assets18,01517,842

LIABILITIES

Current liabilities

Bank overdraft16111

Borrowings58311,112

Trade and other payables 2,1162,117

Owing to suppliers61,5791,330

Tax payable3534

Derivative financial instruments29643

Provisions1440

Other current liabilities10144

Total current liabilities 5,1334,731

Non-current liabilities

Borrowings55,9075,151

Derivative financial instruments 480547

Provisions130148

Deferred tax liabilities59

Other non-current liabilities118

Total non-current liabilities 6,5335,863

Total liabilities11,66610,594

Net assets6,3497,248

EQUITY

Subscribed equity5,8875,858

Retained earnings9341,637

Foreign currency translation reserve(364)(552)

Hedge reserves(267)192

Other reserves295

Total equity attributable to equity holders of the Co-operative6,2197,140

Non-controlling interests130108

Total equity6,3497,248

Statement of Financial Position

AS AT 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
89

ATTRIBUTABLE TO EQUITY HOLDERS OF THE CO-OPERATIVE

GROUP $ MILLION

SUBSCRIBED

EQUITY

RETAINED

EARNINGS

FOREIGN

CURRENCY

TRANSLATION

RESERVE

HEDGE

RESERVES

OTHER

RESERVESTOTAL

NON-

CONTROLLING

INTERESTS

TOTAL

EQUITY

As at 1 August 20175,8581,637(552)19257,1401087,248

(Loss)/profit after tax–(221)–––(221)25(196)

Other comprehensive (expense)/income––188(459)24(247)10(237)

Total comprehensive (expense)/income–(221)188(459)24(468)35(433)

Transactions with equity holders in their capacity as equity holders:

Dividend paid to equity holders of the Co-operative–(482)–––(482)–(482)

Equity instruments issued29––––291544

Dividend paid to non-controlling interests––––––(28)(28)

As at 31 July 20185,887934(364)(267)296,2191306,349

As at 1 August 20165,8331,384(428)6466,859886,947

Profit after tax–734–––73411745

Other comprehensive income/(expense)––(124)128(1)3(5)(2)

Total comprehensive income/(expense)–734(124)128(1)7376743

Transactions with equity holders in their capacity as equity holders:

Dividend paid to equity holders of the Co-operative–(481)–––(481)–(481)

Equity instruments issued25––––254267

Dividend paid to non-controlling interests––––––(28)(28)

As at 31 July 20175,8581,637(552)19257,1401087,248


Statement of Changes in Equity

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
90

GROUP $ MILLION

31 JULY 201831 JULY 2017

Cash flows from operating activities

Profit before net finance costs and tax2621,120

Adjustments for:

Foreign exchange losses/(gains)239(1)

Depreciation and amortisation544526

Impairment of equity accounted investees40535

Other 5(20)

1,193540

Decrease/(increase) in working capital:

Inventories(313)(177)

Trade and other receivables75(634)

Amounts owing to suppliers277745

Payables and accruals98(100)

Other movements 42(48)

Total179(214)

Cash generated from operations1,6341,446

Net taxes paid(86)(70)

Net cash flows from operating activities1,5481,376

Cash flows from investing activities

Cash was provided from:

–Proceeds from disposal of property, plant and equipment26105

–Proceeds from sale of livestock7962

–Co-operative support loans14941

–Other cash inflows1310

Cash was applied to:

–Acquisition of property, plant and equipment (858)(690)

–Acquisition of livestock (including rearing costs)(45)(89)

–Acquisition of intangible assets(147)(103)

–Advances to and investments in equity accounted investees(151)(42)

–Other cash outflows(14)–

Net cash flows from investing activities(948)(706)

Cash flows from financing activities

Cash was provided from:

–Proceeds from borrowings4,3344,174

–Interest received1813

–Other cash inflows–38

Cash was applied to:

–Interest paid(446)(393)

–Repayment of borrowings(4,077)(3,968)

–Dividends paid to non-controlling interests(27)(28)

–Dividends paid to equity holders of the Co-operative(453)(456)

–Other cash outflows(74)(2)

Net cash flows from financing activities(725)(622)

Net (decrease)/increase in cash(125)48

Opening cash 382357

Effect of exchange rate changes28(23)

Closing cash 285382

Reconciliation of closing cash balances to the statement of financial position:

Cash and cash equivalents446393

Bank overdraft(161)(11)

Closing cash285382

Cash Flow Statement

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
91

Notes to the Summary Financial Statements

FOR THE YEAR ENDED 31 JULY 2018

PERFORMANCE

1 SEGMENT REPORTING

The financial information reviewed by the Fonterra Management Team (FMT) has evolved over the past two years to reflect the

changes in the management structure to support the operations of the Group. From 1 August 2017 the financial information

reviewed by the Fonterra Management Team is solely based on the previously identified ‘strategic platforms’.

a) Operating segments

Operating segments reflect the way financial information is regularly reviewed by the FMT. The measure of profit or loss used by

the FMT to evaluate the underlying performance of operating segments is normalised segment earnings before net finance costs

and tax. To enable underlying segment performance to be compared between reporting periods a normalised segment income

statement has been presented. Comparative segment income statements have been re-presented on a normalised basis.

Transactions between segments are based on estimated market prices, with the exception of the sale of milk from China Farms

to Ingredients. The transfer price used for these transactions is an amount reflective of long-term milk price trends in China.

Unallocated costs represent corporate costs including Corporate Affairs and Group services.

REPORTABLE SEGMENTDESCRIPTION

Ingredients Represents the collection, processing and distribution of the ingredients business in New Zealand,

global sales and marketing of New Zealand and non-New Zealand ingredients products, Fonterra

Farm Source™ stores, the ingredients business in Australia (including Milk Supply and

Manufacturing) and the ingredients business in South America.

Consumer and foodservice

–OceaniaRepresents the fast-moving consumer goods (FMCG) and foodservice businesses in New Zealand

and Australia (including export to the Pacific Islands).

–AsiaRepresents FMCG and foodservice businesses in Asia (excluding Greater China), Africa

and the Middle East.

–Greater ChinaRepresents FMCG and foodservice businesses in Greater China.

–Latin AmericaRepresents FMCG and foodservice businesses in South America and the Caribbean.

China Farms Represents farming operations in China.

FONTERRA ANNUAL REPORT 2018
92

a) Operating segments continued

GROUP $ MILLION

31 JULY 2018

INGREDIENTS

CONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

OCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment

income statement

External revenue

1

13,4852,0011,8491,5641,5326,946––20,431

Inter-segment revenue2,82115816–2176262(3,259)–

Revenue from sale of goods16,3062,1591,8651,5641,5347,122262(3,259)20,431

Cost of goods sold(14,834)(1,726)(1,409)(1,229)(1,075)(5,439)(257)3,251(17,279)

Segment gross profit1,4724334563354591,6835(8)3,152

Operating expenses(808)(373)(289)(183)(368)(1,213)(31)(444)(2,496)

Net other operating income11181814246422(5)192

Net foreign exchange gains/(losses)50(1)(9)(1)(2)(13)–(37)–

Share of profit/(loss) of equity

accounted investees54–––44(5)154

Normalised segment earnings

before net finance costs and tax87967176165117525(9)(493)902

Normalisation adjustments:

Reduction in the carrying value

of investment in Beingmate

2

–––(439)–(439)––(439)

WPC80 recall costs

3

(196)–––––––(196)

Time value of options

4

(5)–––––––(5)

Segment earnings before

net finance costs and tax67867176(274)11786(9)(493)262

Finance income23

Finance costs(439)

(Loss)/profit before tax(154)

Other segment information:

Volume

5

(liquid milk equivalents, billion)20.521.661.771.410.755.590.27(4.18)22.20

Volume

5

(metric tonnes, thousand)2,9866233312665781,79822(683)4,123

Depreciation and amortisation

($ million)(389)(26)(13)(2)(29)(70)(26)(59)(544)

Capital expenditure

6

6446217261142(25)100861

Equity accounted investments308––20410214858615

Capital employed

7

($ million)9,15651595(65)352877788(1,269)9,552

1 Total Group revenue from the sale of goods is $20,438 million. The difference of $7 million relates to the normalisation of time value of options.

2 Of the $439 million normalisation adjustment, $405 million relates to impairment of equity accounted investees and $34 million relates to Fonterra’s

equity accounted share of Beingmate’s losses.

3 The $196 million normalisation adjustment relates to operating expenses

4 Of the $5 million normalisation adjustment, $7 million relates to revenue offset by $12 million of net foreign exchange losses.

5 Includes sales to other strategic platforms. Total column represents total external sales.

6 Capital expenditure comprises purchases of property (less specific disposals where there is an obligation to repurchase), plant and equipment and

intangible assets, and net purchases of livestock.

7 Capital employed is calculated as the average for the period of; net assets excluding net-interest bearing debt, deferred tax balances and brands,

goodwill and equity accounted investments.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
93

a) Operating segments continued

GROUP $ MILLION

31 JULY 2017

INGREDIENTS

CONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

OCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment income statement

External revenue

1

12,9861,8101,6681,2721,4786,228––19,214

Inter-segment revenue2,2801421425–289269(2,838)–

Revenue from sale of goods15,2661,9521,8101,2771,4786,517269(2,838)19,214

Cost of goods sold(13,793)(1,514)(1,309)(918)(1,032)(4,773)(246)2,844(15,968)

Segment gross profit1,4734385013594461,7442363,246

Operating expenses(725)(355)(306)(161)(370)(1,192)(31)(387)(2,335)

Net other operating income106446822146148

Net foreign exchange gains/(losses)42–(5)–3(2)(1)948

Share of profit/(loss) of equity

accounted investees47–––44(4)148

Normalised segment earnings

before net finance costs and tax94387194204915761(365)1,155

Normalisation adjustments:

Gain on sale of Darnum

manufacturing plant

2

42–––––––42

Reduction in the carrying value

of investment in Beingmate

3

–––(76)–(76)––(76)

Time value of options

4

(1)–––––––(1)

Segment earnings before

net finance costs and tax98487194128915001(365)1,120

Finance income34

Finance costs(389)

Profit before tax765

Other segment information:

Volume

5

(liquid milk equivalents, billion)21.301.741.701.280.745.460.34(4.16)22.94

Volume

5

(metric tonnes, thousand)3,0196363102376001,78326(648)4,180

Depreciation and amortisation ($ million)(367)(31)(15)(2)(33)(81)(26)(52)(526)

Capital expenditure

6

5926023–3411738104851

Equity accounted investments209––61710627456887

Capital employed

7

($ million)7,95046311722270872789(518)9,093

The segment note for the year ended 31 July 2017 has been restated. $42 million of operating expenses and $4 million of other

operating income has been reallocated from Unallocated Costs and Eliminations to the Consumer and Foodservice operating

segments. The reallocation has been made to better reflect costs in the segment in which they are reported to the FMT, to aid

comparability between years.

1 Total Group revenue from the sale of goods is $19,232 million. The difference of $18 million relates to the normalisation of time value of options.

2 The $42 million normalisation adjustment relates to other operating income.

3 Of the $76 million normalisation adjustment, $35 million relates to impairment of equity accounted investees and $41 million relates to Fonterra’s equity

accounted share of Beingmate’s losses.

4 Of the $1 million normalisation adjustment, $18 million relates to revenue offset by $19 million of net foreign exchange losses.

5 Includes sales to other strategic platforms. Total column represents total external sales.

6 Capital expenditure comprises purchases of property, plant and equipment and intangible assets, and net purchases of livestock.

7 Capital employed is calculated as the average for the period of; net assets excluding net-interest bearing debt, deferred tax balances and brands,

goodwill and equity accounted investments.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
94

b) Geographical revenue

GROUP $ MILLION

CHINA

REST

OF ASIAAUSTRALIA

NEW

ZEALAND

UNITED

STATESEUROPE

LATIN

AMERICA

REST OF

WORLDTOTAL

Geographical segment external revenue:

Year ended 31 July 20183,9805,6841,8362,0767936812,2723,11620,438

Year ended 31 July 20173,3835,1651,5922,0561,2548382,1622,78219,232

Revenue is allocated to geographical segments on the basis of the destination of the goods sold.

c) Non-current assets

GROUP $ MILLION

INGREDIENTS OCEANIAASIA

GREATER

CHINA

LATIN

AMERICA

TOTAL

GROUP

NEW

ZEALAND

REST OF

WORLD

NEW

ZEALANDAUSTRALIA

Geographical segment non-current assets:

As at 31 July 20185,5384671,3249288271,1271,05211,263

As at 31 July 20175,4793471,2858407381,48198811,158

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Reconciliation of geographical segment’s non-current assets to total non-current assets:

Geographical segment non-current assets 11,26311,158

Deferred tax assets583363

Derivative financial instruments 204239

Total non-current assets12,05011,760

2 COST OF GOODS SOLD

GROUP $ MILLION

31 JULY 201831 JULY 2017

Opening inventory2,5932,401

Cost of milk:

–New Zealand sourced10,1159,471

–Non-New Zealand sourced1,245932

Other costs6,2435,757

Closing inventory(2,917)(2,593)

Total cost of goods sold17,27915,968

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
95

DEBT AND EQUITY

3 SUBSCRIBED EQUITY INSTRUMENTS

Co-operative shares, including shares held within the Group

Co-operative shares may only be held by a shareholder supplying milk to the Company (farmer shareholder), by former farmer

shareholders for up to three seasons after cessation of milk supply, or by Fonterra Farmer Custodian Limited (the Custodian).

Voting rights in the Company are dependent on milk supply supported by Co-operative shares¹.

CO-OPERATIVE SHARES

(THOUSANDS)

Balance at 1 August 20171,606,933

Shares issued under the dividend reinvestment plan²4,990

Balance at 31 July 20181,611,923

Balance at 1 August 20161,602,703

Shares issued under the dividend reinvestment plan² 4,230

Balance at 31 July 20171,606,933

1 These rights are also attached to vouchers when backed by milk supply (subject to limits).

2 Total value of $29 million (31 July 2017: $25 million)

The rights attaching to Co-operative shares are set out in Fonterra’s Constitution, available in the ‘About Us/Our Governance’

section of Fonterra’s website.

Units in the Fonterra Shareholders’ Fund

The Custodian holds legal title of Co-operative shares of which the Economic Rights have been sold to the Fund on trust for the

benefit of the Fund. At 31 July 2018, 111,423,603 Co-operative shares (31 July 2017: 126,047,304) were legally owned by the Custodian,

on trust for the benefit of the Fund.

UNITS

(THOUSANDS)

Balance at 1 August 2017126,047

Units issued20,946

Units surrendered(35,569)

Balance at 31 July 2018111,424

Balance at 1 August 2016111,992

Units issued29,933

Units surrendered(15,878)

Balance at 31 July 2017126,047

The rights attaching to units are set out in the Fonterra Shareholders’ Fund 2018 Annual Report, available in the ‘Investors/Fonterra

Shareholder’s Fund’ section of Fonterra’s website.

Capital management and structure

The Board’s objective is to maximise equity holder returns over time by maintaining an optimal capital structure. Trading Among

Farmers (TAF) allows shares in Fonterra to be traded between shareholders, on the Fonterra Shareholders’ Market (a private market

operated by NZX Limited). The Fund supports this by allowing investors, including farmers, to trade in units backed by Economic

Rights in Fonterra. The Fund also allows farmer shareholders to acquire units and exchange them for shares in Fonterra, and to

exchange shares for units and dispose of those units on the NZX or ASX.

The Group provides returns to farmer shareholders through a milk price, and to equity holders through dividends and changes in

the Company’s share price.

The Fund is subject to the issue and redemption of units at the discretion of Fonterra and Fonterra’s farmer shareholders. Fonterra

has an interest in ensuring the stability of the Fund and has established a Fund Size Risk Management Policy, which requires that the

number of units on issue remain within specified limits and that within these limits, the number of units is managed appropriately.

Fonterra may use a range of measures to ensure the Fund size remains within the specified limits, including introducing or

cancelling a dividend reinvestment plan, operating a unit and/or share repurchase programme and issuing new shares.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
96

4 DIVIDENDS PAID

The Dividend Reinvestment Plan applied to all dividends in the table below.

$ MILLION

DIVIDENDS

YEAR ENDED

31 JULY 2018

YEAR ENDED

31 JULY 2017

2018 Interim dividend – 10 cents per share

1

161–

2017 Final dividend – 20 cents per share

2

321–

2017 Interim dividend – 20 cents per share

3

–321

2016 Final dividend – 10 cents per share

4

–160

1 Declared on 20 March 2018 and paid on 20 April 2018 to all Co-operative shares on issue at 6 April 2018.

2 Declared on 23 September 2017 and paid on 20 October 2017 to all Co-operative shares on issue at 9 October 2017.

3 Declared on 21 March 2017 and paid on 20 April 2017 to all Co-operative shares on issue at 5 April 2017.

4 Declared on 18 August 2016 and paid on 9 September 2016 to all Co-operative shares on issue at 1 September 2016.

5 BORROWINGS

Economic net interest-bearing debt

Economic net interest-bearing debt reflects the effect of debt hedging in place at balance date.

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Net interest-bearing debt position

Total borrowings6,7386,263

Cash and cash equivalents(446)(393)

Interest-bearing advances

1

(332)(435)

Bank overdraft16111

Net interest-bearing debt6,1215,446

Value of derivatives used to manage changes in hedged risks on debt instruments78155

Economic net interest-bearing debt6,1995,601

1 Includes Fonterra Co-operative Support Loan balance of $177 million (31 July 2017: $135 million) which are netted against amounts owing to suppliers.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
97

5 BORROWINGS CONTINUED

Total borrowings in the table above are represented by:

GROUP $ MILLION

BALANCE AS AT

1 AUGUST 2017PROCEEDSREPAYMENTS

FOREIGN

EXCHANGE

MOVEMENT

CHANGES IN

FAIR VALUESOTHER

BALANCE AS AT

31 JULY 2018

Commercial paper1641,054(919)––5304

Bank loans8542,849(2,551)(24)––1,128

Finance leases

1

137–(7)1––131

Capital notes

2

35–––––35

NZX-listed bonds500–––––500

Medium-term notes4,573431(600)293(61)44,640

Total borrowings

3

6,2634,334(4,077)270(61)96,738

GROUP $ MILLION

BALANCE

AS AT 1 AUGUST 2016PROCEEDSREPAYMENTS

FOREIGN

EXCHANGE

MOVEMENT

CHANGES IN FAIR

VALUESOTHER

BALANCE AS AT

31 JULY 2017

Commercial paper454951(1,249)––8164

Bank loans8792,698(2,713)(10)––854

Finance leases

1

143–(6)–––137

Capital notes

2

35–––––35

NZX-listed bonds499–––1–500

Medium-term notes4,342525–(138)(158)24,573

Total borrowings

3

6,3524,174(3,968)(148)(157)106,263

1 Finance leases are secured over the related item of property, plant and equipment.

2 Capital notes are unsecured subordinated borrowings.

3 All other borrowings are unsecured and unsubordinated.

Leverage ratios

The Board closely monitors the Group’s leverage ratios. The primary ratios monitored by the Board are:

–Debt payback. The debt payback ratios are adjusted for the impact of operating leases. They are calculated as 1. Funds from

operations divided by economic net interest-bearing debt, and 2. Economic net interest-bearing debt divided by earnings before

interest, tax, depreciation and amortisation (EBITDA).

–Gearing. The gearing ratio is calculated as economic net interest-bearing debt, divided by equity plus economic net interest-

bearing debt. Equity is as presented in the statement of financial position, excluding hedge reserves. The gearing ratio as at

31 July 2018 was 48.4 per cent (31 July 2017: 44.3 per cent).

The Group is not subject to externally imposed capital requirements.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to

managing liquidity risk is to ensure that it will always have sufficient funds to meet its liabilities when due, under both normal and

stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group has a policy in place to ensure that it has sufficient cash or facilities on demand to meet expected operational expenses

for a period of at least 80 days, including the servicing of financial obligations. This excludes the potential impact of extreme

circumstances that cannot reasonably be predicted, such as natural disasters. In such situations back-up funding lines are

maintained and as set out in the Company’s constitution, the Company can defer payments to farmer shareholders if necessary.

The Group manages its liquidity by retaining cash and marketable securities, the availability of funding from an adequate amount of

committed credit facilities and the ability to close out market positions. Fonterra’s funding facilities are reviewed at least annually, which is

one of the key financial risk management activities undertaken by the Group to ensure an appropriate maturity profile given the nature of

the Group’s business. At balance date the Group had undrawn lines of credit totalling $3,732 million (31 July 2017: $3,811 million).

Liquidity and refinancing risks are also managed by ensuring that Fonterra can maintain access to funding markets throughout the

world. To that end, Fonterra maintains debt issuance programmes in a number of key markets and manages relationships with

international investors.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
98

WORKING CAPITAL

6 OWING TO SUPPLIERS

The Board uses its discretion in establishing the rate at which Fonterra will pay suppliers for the milk supplied over the season.

This is referred to as the advance rate. The following table provides a breakdown of the advance payments made to suppliers:

GROUP

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Owing to suppliers

1

($ million)1,5791,330

Farmgate Milk Price

2

(per kgMS)$6.69$6.12

Of this amount:

–Total advance payments made during the year$5.55$5.21

–Total owing as at 31 July$1.14$0.91

Amount advanced during the year as a percentage of the milk price for the

season ended 31 May

83%85%

1 This amount is after offsetting $177 million of Fonterra Co-operative Support Loan repayments relating to the 2017/18 season (31 July 2017: $135 million).

2 Represents the average price for milk supplied on standard terms of supply. The Fonterra Farmgate Milk Price Statement sets out information about the

Farmgate Milk Price as calculated in accordance with the Farmgate Milk Price Manual and the price for milk supplied on standard terms. It can be found in

the ‘Investors/Farmgate Milk Prices’ section of the Fonterra website.

INVESTMENTS

7 EQUITY ACCOUNTED INVESTMENTS

The Group’s significant equity accounted investments are listed below. The ownership interest in these entities is 51 per cent or less

and the Group is not considered to exercise a controlling interest.

Equity accounted investees with different balance dates from that of the Group are due to legislative requirements in the country

the entities are domiciled or are aligned with their other investors’ balance dates or to align with the milk season.

OWNERSHIP INTERESTS (%)

EQUITY ACCOUNTED INVESTEE NAME

COUNTRY OF INCORPORATION

AND PRINCIPAL PLACE OF BUSINESS

AS AT

31 JULY 2018

AS AT

31 JULY 2017

DMV Fonterra Excipients GmbH & Co. KGGermany5050

Beingmate Baby & Child Food Co., LtdChina18.818.8

Falcon Dairy Holdings LimitedHong Kong5151

All investees have balance dates of 31 December.

Beingmate Baby & Child Food Co., Ltd. (Beingmate)

As part of Fonterra’s long-term investment in the China market Fonterra holds an 18.8 per cent shareholding in Beingmate. The

investment is recognised in the Consumer and Foodservice Greater China operating segment. During the year Beingmate’s share

price has traded significantly below the share price at the time Fonterra acquired its investment, and also below the base share

price used in the valuation assessments at 31 July 2017 and 31 January 2018. As a result, the carrying value of the investment has

been assessed for impairment at 31 July 2018. To assess the recoverable amount of the investment a fair value less costs to sell

methodology has been applied.

The fair value of the investment has been determined using an estimate of what a market participant would pay for a similar

long-term strategic equity stake in Beingmate under current market conditions. The key assumptions used in determining the fair

value are the base share price and the net premium above the base share price (acquisition premium) that would be paid for a

long-term strategic investment of a similar size. This valuation methodology requires judgement, and is Level 3 in the fair value

hierarchy as it is not based on market observable inputs.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
99

7 EQUITY ACCOUNTED INVESTMENTS CONTINUED

The assumptions underlying the calculation of the fair value of the 18.8 per cent strategic investment in Beingmate are:

AS AT

RMB PER SHARE

31 JULY 2018

AUDITED

31 JANUARY 2018

UNAUDITED

31 JULY 2017

AUDITED

Weighted average share price period

30 trading days 

up to 31 July 2018

15 trading days from

22 January 2018

30 trading days

pre-trading halt date

up to 10 July 2017

Weighted average base price4.915.3613.66

Net premium (including costs to sell)0.480.522.45

Implied value per share5.395.8816.11

Base share price assumption

For the year ended 31 July 2018, to remove the impact of market volatility, a 30 trading-day period (20 June 2018 to 31 July 2018) was

used to determine the base share price. The closing share price as at 31 July 2018 was RMB5.26 per share. The shares are traded on

the Shenzhen stock exchange and accordingly the share price changes regularly, including during the period between balance date

and the date these financial statements were authorised for issue. A change in the base share price to RMB4.50 per share would

lead to elimination of the $18 million excess of recoverable amount over the carrying amount.

For the six months ended 31 January 2018, to remove the impact of market volatility, a 15 trading-day period immediately after the

forecast earnings downgrade announced by Beingmate on the 21 January 2018 was used (22 January 2018 to 9 February 2018). It was

appropriate to use information from immediately after the reporting date as the Beingmate share price continued to decline

despite no new information being provided to the market. This was considered the most appropriate period as the market had fully

reflected the earnings downgrade impact.

For the year ended 31 July 2017, Beingmate shares were on a trading halt from 12 July 2017 to 4 September 2017, therefore in the

absence of an active market, the period immediately before the trading halt (26 May to 10 July 2017) was considered the most

appropriate period to determine the base price given that during this period the shares traded at a relatively stable range.

Net premium assumption

The acquisition premium reflects that a market participant would expect to pay a premium above the quoted share price to acquire

a long term strategic investment. The premium is determined by considering recent transaction data and the characteristics of the

investment and is calculated relative to the base share price.

The amount attributed to the acquisition premium reflects that Beingmate is an established local participant in a growth market

and has a number of brands registered under the new regulations effective 1 January 2018. The significant reduction in the

acquisition premium from 31 July 2017 reflects the poor financial performance, reduction in market share, and the operational and

governance challenges experienced by Beingmate during the year. As at 31 July 2018 the valuation assessment is not sensitive to a

reasonable change in the acquisition premium.

Carrying value of the investment

The carrying value of the investment in Beingmate has reduced from the prior year primarily due to an impairment loss recognised

in the 31 January 2018 interim financial statements. As at 31 July 2018 the carrying value of the investment is supported by the fair

value assessment therefore no further impairment has been recorded. A reconciliation of the carrying amount of the investment is

shown below.

GROUP $ MILLION

AS AT

31 JULY 2018

AUDITED

31 JANUARY 2018

UNAUDITED

31 JULY 2017

AUDITED

Opening balance617617740

Share of losses(34)(28)(41)

Impairment loss(405)(405)(35)

Effect of movement in exchange rates2660(47)

Closing balance204244617

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
100

FINANCIAL RISK MANAGEMENT

8 FINANCIAL RISK MANAGEMENT

Overview

The Group’s overall financial risk management programme focuses primarily on maintaining a prudent financial risk profile that

provides flexibility to implement the Group’s strategies, while ensuring optimisation of the return on assets. Financial risk

management is centralised, which supports compliance with the financial risk management policies and procedures set by the Board.

KEY FINANCIAL RISK MANAGEMENT ACTIVITIES

Market risks

The Group uses various derivative financial instruments to manage its exposure to changes in foreign currency exchange rates,

interest rates and commodity prices.

Liquidity risk

The Group actively manages its minimum on-hand cash facilities, access to committed funds and lines of credit and the maturity

profile of its financial obligations. For further detail refer to Note 5.

Capital management

The Group actively manages its capital structure through leverage and coverage ratios. The Fonterra Shareholders’ Fund removes

the redemption risk associated with Co-operative shares. For further detail refer to Note 3.

OTHER

9 TAXATION

Taxation – income statement

The total taxation expense in the income statement is summarised as follows:

GROUP $ MILLION

31 JULY 201831 JULY 2017

Current tax expense8197

Prior period adjustments to current tax(5)(25)

Deferred tax movements:

–Origination and reversal of temporary differences(34)(52)

Tax expense4220

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
101

9 TAXATION CONTINUED

The taxation charge that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax expense

as follows:

GROUP $ MILLION

31 JULY 201831 JULY 2017

(Loss)/profit before tax(154)765

Prima facie tax expense at 28%(43)214

Add/(deduct) tax effect of:

–Effect of tax rates in foreign jurisdictions (27)(33)

–Non-deductible expenses/additional assessable income16854

–Non-assessable income/additional deductible expenses(24)(30)

–Prior year under provision(5)(25)

Tax expense before distributions and deferred tax69180

Effective tax rate before distributions and deferred tax

1

NA23.5%

Tax effect of distributions to farmer shareholders(27)(163)

Tax expense before deferred tax4217

Effective tax rate before deferred tax

1

NA2.2%

Add/(deduct) tax effect of:

–Origination and reversal of other temporary differences(2)2

–Losses of overseas Group entities not recognised21

Tax expense4220

Effective tax rate

1

NA2.6%

Imputation credits

Imputation credits available for use in subsequent reporting periods 2020

Tax losses

Gross tax losses available for which no deferred tax asset has been recognised5452

1 The effective tax rate is the tax charge on the face of the income statement expressed as a percentage of the profit before tax. For the year ended 31 July

2018 the Group has recorded a net loss before tax, as a result the calculation of an effective tax rate is not applicable.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
102

10 CONTINGENT LIABILITIES, PROVISIONS AND COMMITMENTS

Contingent liabilities

In the normal course of business, Fonterra, its subsidiaries and equity accounted investees, are exposed to claims and legal

proceedings that may in some cases result in costs to the Group.

In early August 2013, Fonterra publicly announced a potential food safety issue with three batches of Whey Protein Concentrate

(WPC80) produced at the Hautapu manufacturing site and initiated a precautionary product recall.

In late August 2013, the New Zealand Government confirmed that the Clostridium samples found in WPC80 were not Clostridium

botulinum and were not toxigenic, meaning the consumers of products containing the relevant batches of WPC80 were never in

danger from Clostridium botulinum.

In January 2014, Danone formally initiated legal proceedings against Fonterra in the High Court of New Zealand and separate

Singapore arbitration proceedings against Fonterra in relation to the WPC80 precautionary recall. The New Zealand High Court

proceedings have been stayed pending completion of the Singapore arbitration.

On 1 December 2017, the Singapore arbitration panel issued its award ( judgement), finding in favour of Danone and ordered

Fonterra to pay €105 million ($183 million) in recall costs to Danone.

In addition to the recall costs, Fonterra was also required to pay Danone €29 million ($49 million) representing interest on the

award amount and Danone’s costs in connection with the arbitration proceedings. Fonterra paid the award amount in December

2017 and the interest and costs in March 2018.

It is unclear whether Danone will continue to pursue the New Zealand High Court proceedings that were stayed pending the

decision in the Singapore arbitration. Due to the uncertainty regarding whether Danone will seek to re-initiate these proceedings,

and the nature and scope of these potential proceedings in light of the arbitration findings and award, no amount has been

recognised in relation to these proceedings.

There are no additional claims or legal proceedings in respect of this matter that require provision or disclosure in these

financial statements.

The Group has no other contingent liabilities as at 31 July 2018 (31 July 2017: nil).

11 NET TANGIBLE ASSETS PER SECURITY

GROUP

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Net tangible assets per security

1

$ per listed debt security on issue5.186.86

$ per equity instrument on issue1.942.57

Listed debt securities on issue (million)603603

Equity instruments on issue (million)1,6121,607

1 Net tangible assets represents total assets less total liabilities less intangible assets.

Notes to the Summary Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
103

Independent Auditor’s Report

TO THE SHAREHOLDERS OF FONTERRA CO-OPERATIVE GROUP LIMITED

The summary financial statements comprise:

–the statement of financial position as at 31 July 2018;

–the income statement for the year then ended;

–the statement of comprehensive income for the year then ended;

–the statement of changes in equity for the year then ended;

–the cash flow statement for the year then ended; and

–the notes to the summary financial statements.

OUR OPINION

The summary financial statements are derived from the audited financial statements of Fonterra Co-operative Group Limited (the

Company), including its controlled entities (the Group) for the year ended 31 July 2018.

In our opinion, the accompanying summary financial statements are consistent, in all material respects, with the audited financial

statements, in accordance with FRS-43: Summary Financial Statements issued by the New Zealand Accounting Standards Board.

SUMMARY FINANCIAL STATEMENTS

The summary financial statements do not contain all the disclosures required by New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS). Reading the summary financial statements and the auditor’s report thereon, therefore, is not a

substitute for reading the audited financial statements and the auditor’s report thereon. The summary financial statements and the

audited financial statements do not reflect the effects of events that occurred subsequent to the date of our report on the audited

financial statements.

THE AUDITED FINANCIAL STATEMENTS AND OUR REPORT THEREON

We expressed an unmodified audit opinion on the audited financial statements in our report dated 12 September 2018.

That report also includes the communication of key audit matters. Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the financial statements of the current year.

RESPONSIBILITIES OF THE DIRECTORS FOR THE SUMMARY FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company and Group, for the preparation of the summary financial statements in

accordance with FRS-43: Summary Financial Statements.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on whether the summary financial statements are consistent, in all material respects,

with the audited financial statements based on our procedures, which were conducted in accordance with International Standard

on Auditing (New Zealand) 810 (Revised), Engagements to Report on Summary Financial Statements.

AUDITOR INDEPENDENCE

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance

Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards

Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Bruce Hassall was appointed an Independent Director and Chair of the Audit and Finance Committee (AFC) of the Company on 2

November 2017. Bruce Hassall was Chief Executive Officer of PricewaterhouseCoopers to 30 September 2016 when he retired from

the firm. At the time of his appointment, the Board of the Company (the Board) made the decision that Bruce Hassall would not be

involved in the appointment of the Group’s auditor or the setting of audit fees for three years from the date of his appointment.

Scott St John, Independent Director and member of the AFC, would act as Chair of the AFC for these matters and the Chair of the

Board will join the AFC for deliberation. In addition, the engagement partner on the audit has direct access to the Chair of the

Board to address any actual or perceived auditor independence threats.

FONTERRA ANNUAL REPORT 2018
104

OUR FINANCIALS

Independent Auditor’s Report CONTINUED

Brent Goldsack was appointed a Director of the Company on 2 November 2017. Brent Goldsack retired as a partner of

PricewaterhouseCoopers on 22 September 2017. Brent Goldsack was not involved in the provision of any audit services to the

Group during his time as a partner of PricewaterhouseCoopers.

Bruce Hassall and Brent Goldsack had no financial relationship with PricewaterhouseCoopers upon their appointment as Directors

of the Company.

Our firm carries out assurance services for the Group to assess risks and controls in relation to the Group’s food supply chain as

well as other assurance and attestation services. Partners and employees of our firm may deal with the Group on normal terms

within the ordinary course of trading activities of the Group.

These matters have not impaired our independence as auditor of the Group.

WHO WE REPORT TO

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state

those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders,

as a body, for our audit work, for this report or for the opinions we have formed.

Chartered Accountants

Auckland

12 September 2018

FONTERRA ANNUAL REPORT 2018
105

CURRENT CREDIT RATING STATUS

Standard & Poor’s long term rating for Fonterra is A- with a rating outlook of stable. Fitch’s long and short term default rating is A

with a rating outlook of stable. Retail Bonds have been rated the same as the Company’s long term rating by both Standard & Poor’s

and Fitch. Capital Notes which are subordinate to other Fonterra debt issued are rated BBB+ by Standard & Poor’s and A- by Fitch.

EXCHANGE RULINGS AND WAIVERS

NZX Limited (NZX) has ruled that Capital Notes do not constitute ‘equity securities’ under the NZX Main Board/Debt Market

Listing Rules (‘Rules’). This means that where Capital Notes are quoted on NZX’s Debt Market (‘NZDX’), the Company is not

required to comply with certain Rules which apply to an issuer of quoted equity securities.

The Company was issued with a waiver of Rule 11.1.1 to enable it to decline to accept or register transfers of Capital Notes

(NZDX listed debt securities FCGHA) if such transfer would result in the transferor holding or continuing to hold Capital Notes

with a face value or principal amount of less than $5,000 or if such transfer is for an amount of less than $1,000 or not a multiple

thereof. The effect of this waiver is that the minimum holding amount in respect of the Capital Notes will, at all times, be $5,000 in

aggregate and can only be transferred in multiples of $1,000.

Fonterra Co-operative Group Limited (Fonterra) was issued with a ruling in respect of Rule 1.7.1(d) of the Fonterra Shareholders’

Market Rules on 27 June 2017 by NZX. The effect of this ruling was to not preclude the appointment of Mr Bruce Hassall to the

position of an independent director of Fonterra, by virtue of a child of Mr Hassall being employed in a non-decision making and

non-senior role at Fonterra.

Fonterra was issued with a ruling in respect of Rule 5.1.2(c) on 22 November 2016 by NZX. The effect of this ruling is that Fonterra’s

internal governance resolutions are considered to be matters that do not require the NZX to approve a notice of meeting

under Rule 5.1.1.

Fonterra was issued with a waiver of Rule 3.2.1(c) on 31 August 2016 by the NZX, to the extent that such Rule requires Fonterra to

have a minimum of two independent directors or, if Fonterra has eight or more directors, three or one-third of the total number

of directors, whichever is greater. This waiver was granted in connection with the resignation of Mr John Waller and applied for a

period ending on the earlier of the appointment of a new independent director or three months from the date of the waiver.

NZX TRADING HALTS

No trading halts were placed on Fonterra securities by NZX Regulation in the financial year ended 31 July 2018.

Statutory Information

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL REPORT 2018
106

Fonterra uses several non-GAAP measures when discussing financial performance. For further details and definitions of non-GAAP

measures used by Fonterra, refer to the glossary on page 107. These are non-GAAP measures and are not prepared in accordance

with NZ IFRS.

Management believes that these measures provide useful information as they provide valuable insight on the underlying

performance of the business. They may be used internally to evaluate the underlying performance of business units and to analyse

trends. These measures are not uniformly defined or utilised by all companies. Accordingly, these measures may not be comparable

with similarly titled measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor

considered as a substitute for measures reported in accordance with NZ IFRS.

Reconciliations for the NZ IFRS measures to certain non-GAAP measures referred to by Fonterra are detailed below.

Reconciliation from the NZ IFRS measure of profit for the period to Fonterra’s normalised EBITDA

GROUP $ MILLION

31 JULY 201831 JULY 2017

(Loss)/profit for the period (196)745

Add: Depreciation 446435

Add: Amortisation9891

Add: Net finance costs416355

Add: Taxation expense4220

Total EBITDA 8061,646

Add/(Less): Time value of options51

Add: Reduction in the carrying value of investment in Beingmate43976

Add: WPC80 recall costs196–

Less: Gain on sale of Darnum manufacturing plant–(42)

Total normalisation adjustments64035

Normalised EBITDA1,4461,681

Reconciliation from the NZ IFRS measure of profit

for the period to Fonterra’s normalised EBIT

GROUP $ MILLION

31 JULY 201831 JULY 2017

(Loss)/profit for the period (196)745

Add: Net finance costs416355

Add: Taxation expense4220

Total EBIT2621,120

Add: Normalisation adjustments (as detailed above)64035

Total normalised EBIT9021,155

Reconciliation from the NZ IFRS measure of profit for the period to Fonterra’s normalised earnings per share

GROUP $ MILLION

31 JULY 201831 JULY 2017

(Loss)/Profit for the period (196)745

Add: Normalisation adjustments (as detailed above)64035

Add: Normalisation adjustment to net finance costs26–

(Less)/Add: Tax on normalisation adjustments(63)12

Total normalised earnings407792

Less: Share attributable to non-controlling interests(25)(11)

Net normalised earnings attributable to equity holders of the Parent382781

Weighted average number of shares (thousands of shares)1,610,0051,604,744

Normalised earnings per share ($)0.240.49

Non-GAAP Measures

OUR FINANCIALS

FONTERRA ANNUAL REPORT 2018
107

NON-GAAP MEASURES

Fonterra refers to non-GAAP financial measures throughout the Annual Review, and these measures are not prepared in

accordance with NZ IFRS. The definitions below explain how Fonterra calculates the non-GAAP measures referred to throughout

the Annual Review.

EBITmeans earnings before interest and tax and is calculated as profit for the period before net

finance costs and tax.

EBITDAmeans earnings before interest, tax, depreciation and amortisation and is calculated as profit

for the period before net finance costs, tax, depreciation and amortisation.

Economic net interest bearing debtmeans net interest-bearing debt including the effect of debt hedging.

Farmgate Milk Pricemeans the base price that Fonterra pays for milk supplied to it in New Zealand for a season.

The season refers to the 12-month milk season of 1 June to 31 May.

Gearing ratiois calculated as economic net interest-bearing debt divided by total capital. Total capital is

equity excluding the hedge reserves, plus economic net interest-bearing debt.

Grade freefarmers who consistently exceed our highest milk quality standards.

Normalisation adjustmentsmeans transactions that are unusual by nature and size. Excluding these transactions can

assist users with forming a view of the underlying performance of the business. Unusual

transactions by nature are the result of specific events or circumstances that are outside the

control of the business, or relate to major acquisitions, disposals or divestments, or are not

expected to occur frequently. It also includes fair value movements if they are non-cash and

have no impact on profit over time. Unusual transactions by size are those that are unusually

large in a particular accounting period.

Normalised EBITmeans profit for the period before net finance costs and tax, and after normalisation adjustments.

Normalised earnings per share (EPS)means normalised profit after tax attributable to equity holders divided by the weighted

average number of shares for the period.

Normalised profit after taxmeans net profit after tax after normalisation adjustments, and the interest and tax impacts

of those normalisation adjustments.

Normalised segment earningsmeans segmental profit for the period before net finance costs and tax, and after

normalisation adjustments.

Payoutmeans the total cash payment to farmer shareholders. It is the sum of the Farmgate Milk

Price (kg/MS) and the dividend per share. Both of these components have established

policies and procedures in place on how they are determined.

Retentionsmeans net profit after tax attributable to farmer shareholders divided by the number of

shares at 31 May, less dividend per share.

Return on capitalis calculated as normalised EBIT less equity accounted investees’ earnings divided by capital

employed. Capital employed is calculated as the average for the period of: net assets

excluding net interest-bearing debt, deferred tax balances and brands, goodwill and equity

accounted investments.

Segment earningsmeans segmental profit for the period before net finance costs and tax.

Working Capitalis calculated as current trade receivables plus inventories, less current trade payables and

accruals. It excludes amounts owing to suppliers and employee entitlements.

Glossary

FONTERRA ANNUAL REPORT 2018
108

FONTERRA BOARD OF DIRECTORS

John Monaghan

Clinton Dines

Brent Goldsack

Bruce Hassall

Simon Israel

Andrew Macfarlane

Nicola Shadbolt

Donna Smit

Scott St John

Ashley Waugh

John Wilson

FONTERRA MANAGEMENT TEAM

Miles Hurrell

Marc Rivers

Lukas Paravicini

Robert Spurway

Judith Swales

Kelvin Wickham

Mike Cronin

Mark Van Zon

REGISTERED OFFICE

Fonterra Co-operative Group Limited

Private Bag 92032

Auckland 1142

New Zealand

109 Fanshawe Street

Auckland Central 1010

New Zealand

Phone +64 9 374 9000

Fax +64 9 374 9001

AUDITORS

PricewaterhouseCoopers

Level 22, PwC Tower

188 Quay Street

Auckland 1010

New Zealand

FARMER SHAREHOLDER AND SUPPLIER SERVICES

Freephone 0800 65 65 68

FONTERRA SHARES AND FSF UNITS REGISTRY

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142 New Zealand

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

CAPITAL NOTES REGISTRY

Link Market Services Limited

PO Box 91976

Auckland 1142

New Zealand

Level 11, Deloitte Centre

80 Queen Street

Auckland Central 1010

New Zealand

INVESTOR RELATIONS ENQUIRIES

Phone +64 9 374 9000

investor.relations@fonterra.com

www.fonterra.com

Directory

OUR DIRECTORY

This document is printed on environmentally responsible paper stocks.
The mix of stocks includes:

Cocoon 100% post-consumer waste, certified through FSC

®

recycled credit program.

Sumo, produced using elemental chlorine free (ECF), FSC

®

certified mixed source

pulp from responsible sources, and manufactured under the strict ISO14001.

Printed on HP indigo B2 12000 under their C02 carbon neutral good energy initiative.

---

Annual
Financial

Results

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 2018
Contents

Directors’ Statement 01

Income Statement 02

Statement of Comprehensive Income 03

Statement of Financial Position 04

Statement of Changes in Equity 05

Cash Flow Statement 06

Basis of Preparation 07

Notes to the Financial Statements 09

Independent Auditor’s Report 52

Statutory Information 57

FONTERRA ANNUAL FINANCIAL RESULTS 201801
Directors’

Statement

FOR THE YEAR ENDED 31 JULY 2018

1 This document, in conjunction with the Fonterra Annual Review 2018, constitutes the 2018 Annual Report to Shareholders of Fonterra Co-operative Group Limited.

The Directors of Fonterra Co-operative Group Limited (Fonterra) present to Shareholders the Annual Report¹ and

financial statements for Fonterra and its subsidiaries (together the Group) and the Group’s interest in its equity accounted

investments for the year ended 31 July 2018.

The Directors present financial statements for each financial year which fairly present the financial position of the Group

and its financial performance and cash flows for that period.

The Directors consider the financial statements of the Group have been prepared using accounting policies which have

been consistently applied and supported by reasonable judgements and estimates, and that all relevant financial reporting

and accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the

determination of the financial position of the Group and facilitate compliance of the financial statements with the

Financial Markets Conduct Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent and

detect fraud and other irregularities.

The Directors hereby approve and authorise for issue the Annual Report for the year ended 31 July 2018. For and on behalf

of the Board:

John Monaghan Bruce Hassall

Chairman Director

12 September 2018 12 September 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201802
GROUP $ MILLION

NOTES31 JULY 201831 JULY 2017

Revenue from sale of goods20,43819,232

Cost of goods sold2(17,279)(15,968)

Gross profit3,1593,264

Other operating income192190

Selling and marketing expenses(651)(641)

Distribution expenses(572)(550)

Administrative expenses4(873)(810)

Other operating expenses4(400)(334)

WPC 80 recall costs(196)–

Impairment of equity accounted investees16(405)(35)

Net foreign exchange (losses)/gains(12)29

Share of profit of equity accounted investees16207

Profit before net finance costs and tax42621,120

Finance income82334

Finance costs8(439)(389)

Net finance costs(416)(355)

(Loss)/profit before tax(154)765

Tax expense18(42)(20)

(Loss)/profit after tax(196)745

(Loss)/profit after tax is attributable to:

Equity holders of the Co-operative(221)734

Non-controlling interests2511

(Loss)/profit after tax(196)745

GROUP $

31 JULY 201831 JULY 2017

Earnings per share:

Basic and diluted earnings per share3(0.14)0.46

Income Statement

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201803
GROUP $ MILLION

NOTES31 JULY 201831 JULY 2017

(Loss)/profit after tax(196)745

Items that may be reclassified subsequently to profit or loss:

Cash flow hedges and other costs of hedging, net of tax(459)128

Net investment hedges and translation of foreign operations, net of tax188(124)

Hyperinflation gains/(losses) attributable to equity holders17(1)

Share of equity accounted investees’ movements in reserves16––

Other reserve movements(1)(2)

Total items that may be reclassified subsequently to profit or loss(255)1

Items that will not be reclassified subsequently to profit or loss:

Net fair value gains on investments in shares82

Foreign currency translation losses attributable to non-controlling interests(2)(3)

Hyperinflation movements attributable to non-controlling interests12–

Non-controlling interests other movements–(2)

Total items that will not be reclassified subsequently to profit or loss18(3)

Total other comprehensive expense recognised directly in equity(237)(2)

Total comprehensive (expense)/income(433)743

Total comprehensive (expense)/income is attributable to:

Equity holders of the Co-operative (468)737

Non-controlling interests356

Total comprehensive (expense)/income(433)743

Statement of Comprehensive Income

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201804
GROUP $ MILLION

NOTES31 JULY 201831 JULY 2017

ASSETS

Current assets

Cash and cash equivalents446393

Trade and other receivables 92,3552,303

Inventories102,9172,593

Tax receivable4732

Derivative financial instruments 59580

Other current assets 141181

Total current assets5,9656,082

Non-current assets

Property, plant and equipment136,8106,391

Equity accounted investments 16615887

Livestock14288319

Intangible assets153,2273,115

Deferred tax assets18583363

Derivative financial instruments204239

Other non-current assets 323446

Total non-current assets12,05011,760

Total assets18,01517,842

LIABILITIES

Current liabilities

Bank overdraft16111

Borrowings78311,112

Trade and other payables 112,1162,117

Owing to suppliers121,5791,330

Tax payable3534

Derivative financial instruments29643

Provisions191440

Other current liabilities10144

Total current liabilities 5,1334,731

Non-current liabilities

Borrowings75,9075,151

Derivative financial instruments 480547

Provisions19130148

Deferred tax liabilities1859

Other non-current liabilities118

Total non-current liabilities 6,5335,863

Total liabilities11,66610,594

Net assets6,3497,248

EQUITY

Subscribed equity5,8875,858

Retained earnings9341,637

Foreign currency translation reserve17(364)(552)

Hedge reserves17(267)192

Other reserves295

Total equity attributable to equity holders of the Co-operative6,2197,140

Non-controlling interests130108

Total equity6,3497,248

Statement of Financial Position

AS AT 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201805
ATTRIBUTABLE TO EQUITY HOLDERS OF THE CO-OPERATIVE

GROUP $ MILLION

SUBSCRIBED

EQUITY

RETAINED

EARNINGS

FOREIGN

CURRENCY

TRANSLATION

RESERVE

HEDGE

RESERVES

OTHER

RESERVESTOTAL

NON-

CONTROLLING

INTERESTS

TOTAL

EQUITY

As at 1 August 20175,8581,637(552)19257,1401087,248

(Loss)/profit after tax–(221)–––(221)25(196)

Other comprehensive (expense)/income––188(459)24(247)10(237)

Total comprehensive (expense)/income–(221)188(459)24(468)35(433)

Transactions with equity holders in their capacity as equity holders:

Dividend paid to equity holders of the Co-operative–(482)–––(482)–(482)

Equity instruments issued29––––291544

Dividend paid to non-controlling interests––––––(28)(28)

As at 31 July 20185,887934(364)(267)296,2191306,349

As at 1 August 20165,8331,384(428)6466,859886,947

Profit after tax–734–––73411745

Other comprehensive income/(expense)––(124)128(1)3(5)(2)

Total comprehensive income/(expense)–734(124)128(1)7376743

Transactions with equity holders in their capacity as equity holders:

Dividend paid to equity holders of the Co-operative–(481)–––(481)–(481)

Equity instruments issued25––––254267

Dividend paid to non-controlling interests––––––(28)(28)

As at 31 July 20175,8581,637(552)19257,1401087,248

Statement of Changes in Equity

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201806
GROUP $ MILLION

31 JULY 201831 JULY 2017

Cash flows from operating activities

Profit before net finance costs and tax2621,120

Adjustments for:

Foreign exchange losses/(gains)239(1)

Depreciation and amortisation544526

Impairment of equity accounted investees40535

Other 5(20)

1,193540

Decrease/(increase) in working capital:

Inventories(313)(177)

Trade and other receivables75(634)

Amounts owing to suppliers277745

Payables and accruals98(100)

Other movements

42(48)

Total179(214)

Cash generated from operations1,6341,446

Net taxes paid(86)(70)

Net cash flows from operating activities1,5481,376

Cash flows from investing activities

Cash was provided from:

–Proceeds from disposal of property, plant and equipment26105

–Proceeds from sale of livestock7962

–Co-operative support loans14941

–Other cash inflows1310

Cash was applied to:

–Acquisition of property, plant and equipment (858)(690)

–Acquisition of livestock (including rearing costs)(45)(89)

–Acquisition of intangible assets(147)(103)

–Advances to and investments in equity accounted investees(151)(42)

–Other cash outflows(14)–

Net cash flows from investing activities(948)(706)

Cash flows from financing activities

Cash was provided from:

–Proceeds from borrowings4,3344,174

–Interest received1813

–Other cash inflows–38

Cash was applied to:

–Interest paid(446)(393)

–Repayment of borrowings(4,077)(3,968)

–Dividends paid to non-controlling interests(27)(28)

–Dividends paid to equity holders of the Co-operative(453)(456)

–Other cash outflows(74)(2)

Net cash flows from financing activities(725)(622)

Net (decrease)/increase in cash(125)48

Opening cash 382357

Effect of exchange rate changes28(23)

Closing cash 285382

Reconciliation of closing cash balances to the statement of financial position:

Cash and cash equivalents446393

Bank overdraft(161)(11)

Closing cash285382

Cash Flow Statement

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201807
Basis of Preparation

FOR THE YEAR ENDED 31 JULY 2018

A) GENERAL INFORMATION

Fonterra Co-operative Group Limited (Fonterra, the Company or the

Co-operative) is a co-operative company incorporated and domiciled

in New Zealand. Fonterra is registered under the Companies Act 1993

and the Co-operative Companies Act 1996, and is a FMC Reporting

Entity under the Financial Markets Conduct Act 2013. Fonterra is also

required to comply with the Dairy Industry Restructuring Act 2001.

These financial statements comprise Fonterra and its subsidiaries

(together referred to as the Group) and the Group’s interest in its

equity accounted investees after adjustments to align to the

accounting policies of the Group.

The Group operates predominantly in the international dairy industry.

The Group is primarily involved in the collection, manufacture

and sale of milk and milk-derived products and in fast-moving

consumer goods and foodservice businesses.

B) BASIS OF PREPARATION

These financial statements comply with International Financial

Reporting Standards (IFRS). These financial statements also comply

with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and have been prepared in accordance with

Generally Accepted Accounting Practice (GAAP) applicable to

for-profit entities.

These financial statements are prepared on a historical cost basis,

except for derivative financial instruments, livestock and the hedged

risks on certain debt instruments, which are recognised at their

fair values.

These financial statements are presented in New Zealand dollars

($ or NZD), which is Fonterra’s functional currency, and rounded to

the nearest million, except where otherwise stated.

Significant accounting policies which are relevant to an understanding

of the financial statements and summarise the measurement basis

used are provided throughout the Notes in green frames.

In the process of applying the Group’s accounting policies,

management make a number of judgements, estimates of future

events, and assumptions. These are all believed to be reasonable

based on the most current set of circumstances available to the

Group. Judgements and estimates that have the most significant

effect on the amounts recognised in the financial statements are

described below and in the following notes:

China Farms assets (Note 13)

The recoverable amount of the assets held by the China Farms

operating segment is assessed at least annually to ensure they are

not impaired. Performing this assessment requires management to

estimate the future milk price in China, an asset specific pre-tax

discount rate and the terminal growth rate.

Intangible assets (Note 15)

The recoverability of the carrying value of goodwill and indefinite life

brands is assessed at least annually to ensure they are not impaired.

Performing this assessment requires management to estimate future

cash flows, pre-tax discount rates and terminal growth rates.

Investment in Beingmate Baby & Child Food Co., Ltd. (Beingmate) (Note 16)

The recoverable amount of the investment in Beingmate is

determined on a fair value basis using an estimate of what a market

participant would pay for a similar long-term strategic equity stake

in Beingmate under current market conditions. The key assumptions

that management determine in performing the valuation assessment

are the base share price and the acquisition premium.

Provisions and contingent liabilities (Note 19)

Legal counsel or other experts are consulted on matters that may give

rise to a provision or a contingent liability. Estimates and assumptions

are made in determining the likelihood, amount and timing of cash

outflows when the outcome is uncertain.

Deferred tax assets (Note 18)

Deferred tax assets relating to tax losses carried forward can only

be recognised if it is probable that they can be used. In assessing

the amount of tax losses that can be recognised management has

estimated the forecast future taxable profits against which the tax

losses carried forward can be utilised.

C) BASIS OF CONSOLIDATION

In preparing these financial statements, subsidiaries are consolidated

from the date the Group gains control until the date on which control

ceases. The Group’s share of results of equity accounted investments

is included in the consolidated financial statements from the date

that significant influence or joint control commences, until the date

that significant influence or joint control ceases. All intercompany

transactions are eliminated.

Translation of the financial statements into NZD

The assets and liabilities of Group companies whose functional

currency is not NZD are translated into NZD at the year end

exchange rate. The revenue and expenses of these companies are

translated into NZD at rates approximating those at the dates of the

transactions. Exchange differences arising on this translation are

recognised in the foreign currency translation reserve. On disposal

or partial disposal of an entity, the related exchange differences that

were recorded in equity are recognised in the income statement as

part of the gain or loss on sale. The financial statements of a

subsidiary in a hyperinflationary economy are translated into NZD

at the year end exchange rate. For consolidation, Fonterra translates

its operations in Venezuela using the year end exchange rate that is

most representative of the entity’s economic circumstances.

FONTERRA ANNUAL FINANCIAL RESULTS 201808
D) NEW AND AMENDED INTERNATIONAL

FINANCIAL REPORTING  STANDARDS ISSUED

BUT NOT YET EFFECTIVE

New and amended standards that could be expected to have a

material impact on the Group’s financial statements, which were

available for early adoption but have not been adopted, are

stated below.

NZ IFRS 15, effective 1 August 2018

NZ IFRS 15 Revenue from Contracts with Customers replaces the

current guidance on revenue recognition. It requires revenue to be

recognised when a customer obtains control of the goods or

services, and has the ability to direct the use and obtain the benefits

from those goods or services.

Fonterra is not materially impacted by the adoption of NZ IFRS 15.

Management has assessed the effect of applying NZ IFRS 15 through

the detailed assessment of significant and more complex contracts

across the Group. The majority of revenue earned by the Group is

derived from the sale of products. Fonterra’s obligations under the

contracts are fulfilled when the product is provided to the customer.

Revenue is currently recognised at the time the risks and rewards of

ownership of the products passes to the customer. The detailed

assessment of contracts performed by management has determined

that the customer obtains control of products at the same time as

the risks and rewards pass to the customer. This means that for

Fonterra there is no change to the timing of revenue recognition

under NZ IFRS 15.

In relation to the contract price, the detailed assessment performed by

management has not identified any material changes to the accounting

for rebates, discounts, or other items of variable consideration.

On transition to NZ IFRS 15 Fonterra will take advantage of the

practical expedient to only apply NZ IFRS 15 to contracts that have

not been completely fulfilled.

NZ IFRS 16, effective 1 August 2019

NZ IFRS 16 Leases replaces the current guidance on lease accounting.

It requires a lease liability, reflecting future lease payments, and a

‘right of use asset’ to be recognised for most lease contracts. This

includes many of the leases currently classified as operating leases

for which no asset or liability is reflected on the statement of

financial position under existing accounting rules.

Fonterra has continued to assess the impact of NZ IFRS 16, and

established a project to ensure operational readiness. Fonterra has

evaluated the transition options and has elected to utilise the

modified retrospective approach, which means the cumulative effect

of adopting NZ IFRS 16 will be recognised as an adjustment to the

opening balance of retained earnings on 1 August 2019 with no

restatement of comparative information. Fonterra has also chosen to

retain the current accounting treatment for short-term leases and

leases of low value assets.

The adoption of NZ IFRS 16 is not expected to have a significant

impact on Fonterra’s net profit after tax. However, there will be an

increase in profit before net finance costs and tax, because a portion

of the lease costs currently reported in cost of goods sold or

operating expenses will be recorded as finance costs. On the

statement of financial position, many of Fonterra’s current operating

leases will be recognised as ‘right of use assets’ and a lease liability.

Fonterra’s operating lease commitments at 31 July 2018 are disclosed

in Note 19.

There are no other new or amended standards that are issued

but not yet effective that are expected to have a material impact

on the Group.

Basis of Preparation CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201809
NOTE PAGE

PERFORMANCE 10

1 Segment reporting 10

2 Cost of goods sold 14

3 Earnings per share 14

4 Profit before net finance costs and tax 14

DEBT AND EQUITY 15

5 Subscribed equity instruments 15

6 Dividends paid 16

7 Borrowings 17

8 Net finance costs 20

WORKING CAPITAL 20

9 Trade and other receivables 20

10 Inventories 21

11 Trade and other payables 22

12 Owing to suppliers 22

LONG-TERM ASSETS 23

13 Property, plant and equipment 23

14 Livestock 25

15 Intangible assets 26

INVESTMENTS 29

16 Equity accounted investments 29

FINANCIAL RISK MANAGEMENT 31

17 Financial risk management 31

OTHER 43

18 Taxation 43

19 Contingent liabilities, provisions and commitments 46

20 Related party transactions 48

21 Subsidiaries 49

22 Net tangible assets per security 51

Notes to the Financial Statements

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201810
PERFORMANCE

This section focuses on Fonterra’s financial performance and the returns provided to equity holders.

This section includes the following Notes:

Note 1: Segment reporting

Note 2: Cost of goods sold

Note 3: Earnings per share

Note 4: Profit before net finance costs and tax

1 SEGMENT REPORTING

The financial information reviewed by the Fonterra Management Team (FMT) has evolved over the past two years to reflect the changes in

the management structure to support the operations of the Group. From 1 August 2017 the financial information reviewed by the Fonterra

Management Team is solely based on the previously identified ‘strategic platforms’.

a) Operating segments

Operating segments reflect the way financial information is regularly reviewed by the FMT. The measure of profit or loss used by the FMT to

evaluate the underlying performance of operating segments is normalised segment earnings before net finance costs and tax. To enable

underlying segment performance to be compared between reporting periods a normalised segment income statement has been presented.

Comparative segment income statements have been re-presented on a normalised basis.

Transactions between segments are based on estimated market prices, with the exception of the sale of milk from China Farms to Ingredients.

The transfer price used for these transactions is an amount reflective of long-term milk price trends in China.

Unallocated costs represent corporate costs including Corporate Affairs and Group services.

REPORTABLE SEGMENTDESCRIPTION

Ingredients Represents the collection, processing and distribution of the ingredients business in New Zealand, global sales

and marketing of New Zealand and non-New Zealand ingredients products, Fonterra Farm Source™ stores, the

ingredients business in Australia (including Milk Supply and Manufacturing) and the ingredients business in

South America.

Consumer and foodservice

–OceaniaRepresents the fast-moving consumer goods (FMCG) and foodservice businesses in New Zealand and Australia

(including export to the Pacific Islands).

–AsiaRepresents FMCG and foodservice businesses in Asia (excluding Greater China), Africa and the Middle East.

–Greater ChinaRepresents FMCG and foodservice businesses in Greater China.

–Latin AmericaRepresents FMCG and foodservice businesses in South America and the Caribbean.

China Farms Represents farming operations in China.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201811
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

a) Operating segments continued

GROUP $ MILLION

31 JULY 2018

INGREDIENTSCONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

OCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment income statement

External revenue

1

13,4852,0011,8491,5641,5326,946––20,431

Inter-segment revenue2,82115816–2176262(3,259)–

Revenue from sale of goods16,3062,1591,8651,5641,5347,122262(3,259)20,431

Cost of goods sold(14,834)(1,726)(1,409)(1,229)(1,075)(5,439)(257)3,251(17,279)

Segment gross profit1,4724334563354591,6835(8)3,152

Operating expenses(808)(373)(289)(183)(368)(1,213)(31)(444)(2,496)

Net other operating income11181814246422(5)192

Net foreign exchange gains/(losses)50(1)(9)(1)(2)(13)–(37)–

Share of profit/(loss) of equity

accounted investees54–––44(5)154

Normalised segment earnings before

net finance costs and tax87967176165117525(9)(493)902

Normalisation adjustments:

Reduction in the carrying value of

investment in Beingmate

2

–––(439)–(439)––(439)

WPC80 recall costs

3

(196)–––––––(196)

Time value of options

4

(5)–––––––(5)

Segment earnings before

net finance costs and tax67867176(274)11786(9)(493)262

Finance income23

Finance costs(439)

(Loss)/profit before tax(154)

Other segment information:

Volume

5

(liquid milk equivalents, billion)20.521.661.771.410.755.590.27(4.18)22.20

Volume

5

(metric tonnes, thousand)2,9866233312665781,79822(683)4,123

Depreciation and amortisation ($ million)(389)(26)(13)(2)(29)(70)(26)(59)(544)

Capital expenditure

6

6446217261142(25)100861

Equity accounted investments308––20410214858615

Capital employed

7

($ million)9,15651595(65)332877788(1,269)9,552

1 Total Group revenue from the sale of goods is $20,438 million. The difference of $7 million relates to the normalisation of time value of options.

2 Of the $439 million normalisation adjustment, $405 million relates to impairment of equity accounted investees and $34 million relates to Fonterra’s equity

accounted share of Beingmate’s losses.

3 The $196 million normalisation adjustment relates to operating expenses.

4 Of the $5 million normalisation adjustment, $7 million relates to revenue offset by $12 million of net foreign exchange losses.

5 Includes sales to other strategic platforms. Total column represents total external sales.

6 Capital expenditure comprises purchases of property (less specific disposals where there is an obligation to repurchase), plant and equipment and intangible assets,

and net purchases of livestock.

7 Capital employed is calculated as the average for the period of: net assets excluding net-interest bearing debt, deferred tax balances and brands, goodwill and equity

accounted investments.

FONTERRA ANNUAL FINANCIAL RESULTS 201812
a) Operating segments continued

GROUP $ MILLION

31 JULY 2017

INGREDIENTSCONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

OCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment income statement

External revenue

1

12,9861,8101,6681,2721,4786,228––19,214

Inter-segment revenue2,2801421425–289269(2,838)–

Revenue from sale of goods15,2661,9521,8101,2771,4786,517269(2,838)19,214

Cost of goods sold(13,793)(1,514)(1,309)(918)(1,032)(4,773)(246)2,844(15,968)

Segment gross profit1,4734385013594461,7442363,246

Operating expenses(725)(355)(306)(161)(370)(1,192)(31)(387)(2,335)

Net other operating income106446822146148

Net foreign exchange gains/(losses)42–(5)–3(2)(1)948

Share of profit/(loss) of equity

accounted investees47–––44(4)148

Normalised segment earnings

before net finance costs and tax94387194204915761(365)1,155

Normalisation adjustments:

Gain on sale of Darnum manufacturing plant

2

42–––––––42

Reduction in the carrying value of investment

in Beingmate

3

–––(76)–(76)––(76)

Time value of options

4

(1)–––––––(1)

Segment earnings before

net finance costs and tax98487194128915001(365)1,120

Finance income34

Finance costs(389)

Profit before tax765

Other segment information:

Volume

5

(liquid milk equivalents, billion)21.301.741.701.280.745.460.34(4.16)22.94

Volume

5

(metric tonnes, thousand)3,0196363102376001,78326(648)4,180

Depreciation and amortisation ($ million)(367)(31)(15)(2)(33)(81)(26)(52)(526)

Capital expenditure

6

5926023–3411738104851

Equity accounted investments209––61710627456887

Capital employed

7

($ million)7,95046311722270872789(518)9,093

The segment note for the year ended 31 July 2017 has been restated. $42 million of operating expenses and $4 million of other operating income

has been reallocated from Unallocated Costs and Eliminations to the Consumer and Foodservice operating segments. The reallocation has been

made to better reflect costs in the segment in which they are reported to the FMT, to aid comparability between years.

1 Total Group revenue from the sale of goods is $19,232 million. The difference of $18 million relates to the normalisation of time value of options.

2 The $42 million normalisation adjustment relates to other operating income.

3 Of the $76 million normalisation adjustment, $35 million relates to impairment of equity accounted investees and $41 million relates to Fonterra’s equity accounted share

of Beingmate’s losses.

4 Of the $1 million normalisation adjustment, $18 million relates to revenue offset by $19 million of net foreign exchange losses.

5 Includes sales to other strategic platforms. Total column represents total external sales.

6 Capital expenditure comprises purchases of property, plant and equipment and intangible assets, and net purchases of livestock.

7 Capital employed is calculated as the average for the period of: net assets excluding net-interest bearing debt, deferred tax balances and brands, goodwill and equity

accounted investments.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201813
b) Geographical revenue

GROUP $ MILLION

CHINA

REST

OF ASIAAUSTRALIA

NEW

ZEALAND

UNITED

STATESEUROPE

LATIN

AMERICA

REST OF

WORLDTOTAL

Geographical segment external revenue:

Year ended 31 July 20183,9805,6841,8362,0767936812,2723,11620,438

Year ended 31 July 20173,3835,1651,5922,0561,2548382,1622,78219,232

Revenue is allocated to geographical segments on the basis of the destination of the goods sold.

c) Non-current assets

GROUP $ MILLION

INGREDIENTS OCEANIAASIA

GREATER

CHINA

LATIN

AMERICA

TOTAL

GROUP

NEW

ZEALAND

REST OF

WORLD

NEW

ZEALANDAUSTRALIA

Geographical segment non-current assets:

As at 31 July 20185,5384671,3249288271,1271,05211,263

As at 31 July 20175,4793471,2858407381,48198811,158

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Reconciliation of geographical segment’s non-current assets to total non-current assets:

Geographical segment non-current assets 11,26311,158

Deferred tax assets583363

Derivative financial instruments 204239

Total non-current assets12,05011,760

2 COST OF GOODS SOLD

Cost of goods sold is primarily made up of New Zealand sourced cost of milk.

New Zealand sourced cost of milk includes the cost of milk supplied by farmer shareholders, supplier premiums paid, and the cost of milk

purchased from contract milk suppliers during the financial year.

New Zealand sourced cost of milk supplied by farmer shareholders comprises the volume of milk solids supplied at the Farmgate Milk Price

as determined by the Board for the relevant season. In making that determination the Board takes into account the Farmgate Milk Price

calculated in accordance with the Farmgate Milk Price Manual, which is independently audited. For the season ended 31 May 2018, the

Fonterra Board determined a Farmgate Milk Price lower than that calculated in accordance with the Farmgate Milk Price Manual. The

Fonterra Farmgate Milk Price Statement sets out information about the Farmgate Milk Price, and how it is calculated by Fonterra. It can

be found in the ‘Investors/Farmgate Milk Prices’ section of the Fonterra website.

Other costs include those costs directly incurred to bring the inventory to its final point of sale location, costs directly related to the sale

of the inventory, and costs of additional ancillary services invoiced to the customer.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201814
2 COST OF GOODS SOLD CONTINUED

GROUP $ MILLION

31 JULY 201831 JULY 2017

Opening inventory2,5932,401

Cost of milk:

–New Zealand sourced10,1159,471

–Non-New Zealand sourced1,245932

Other costs6,2435,757

Closing inventory(2,917)(2,593)

Total cost of goods sold17,27915,968

3 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Co-operative by the weighted

average number of Co-operative shares outstanding during the period.

Diluted earnings per share is determined by adjusting the profit or loss attributable to equity holders of the Co-operative and the weighted

average number of Co-operative shares outstanding for the effects of all Co-operative shares with dilutive potential. There were no

Co-operative shares with dilutive potential for either of the years presented.

GROUP

31 JULY 2018 31 JULY 2017

Basic and diluted earnings per share attributable to equity holders of the Co-operative ($)(0.14)0.46

Earnings attributable to equity holders of the Co-operative ($ million)(221)734

Weighted average number of shares (thousands of shares)1,610,0051,604,744

4 PROFIT BEFORE NET FINANCE COSTS AND TAX

GROUP $ MILLION

31 JULY 201831 JULY 2017

The following items have been included in profit before net finance costs and tax:

Auditors’ remuneration:

–Fees paid for the audit of the financial statements66

–Fees paid for other services¹1–

Operating lease expense 9884

Research and development costs9581

Donations–1

Research and development grants received from government(5)(4)

Total employee benefits expense2,1161,966

Contributions to defined contribution plans included in employee benefits expense7668

1 The Group uses the services of PricewaterhouseCoopers on assignments additional to their statutory audit duties where their expertise and experience with the Group

are important and auditor independence is not impaired. Other services include other assurance and attestation services $0.1 million (31 July 2017: $0.2 million) and

advisory services of $0.6 million (31 July 2017: nil) relating to Food Trust.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201815
Administrative expenses

Administrative expenses include the following costs:

–Staff costs for those staff who are not involved in the manufacture, selling and marketing, or distribution of products.

–Information technology related costs, including licence fees and support costs.

–Travel and entertainment costs.

–Communication costs.

–Professional and administration costs, including insurance and banking costs.

The increase in administrative expenses relates largely to staff and information technology costs which have increased to better support the

future development and growth of the Co-operative.

Other operating expenses

Other operating expenses include all other expenses that do not directly relate to the following functional areas of the business; manufacturing,

distribution, selling and marketing and administration. These include:

–Amortisation of software.

–Research and development costs investing in the future development of the Co-operative.

–Premises and property costs, including associated repairs and maintenance and disposal costs.

–Vehicle costs.

–Utility costs.

In addition to the above, other operating expense also include ‘mark to market’ movements on commodity trading derivatives (where these

result in a loss in the period), and other non-recurring costs such as litigation costs.

DEBT AND EQUITY

This section outlines Fonterra’s capital structure and the related financing costs. It also provides details on how the funds that finance current

and future activities are raised and on how the Group manages liquidity risk and interest rate risk.

This section includes the following Notes:

Note 5: Subscribed equity instruments

Note 6: Dividends paid

Note 7: Borrowings

Note 8: Net finance costs

5 SUBSCRIBED EQUITY INSTRUMENTS

Subscribed equity instruments comprise Co-operative shares and units in the Fonterra Shareholders’ Fund (the Fund). Incremental costs

directly attributable to equity transactions are recognised as a deduction from subscribed equity.

Co-operative shares, including shares held within the Group

Co-operative shares may only be held by a shareholder supplying milk to the Company (farmer shareholder), by former farmer shareholders for

up to three seasons after cessation of milk supply, or by Fonterra Farmer Custodian Limited (the Custodian). Voting rights in the Company are

dependent on milk supply supported by Co-operative shares.¹

CO-OPERATIVE SHARES

(THOUSANDS)

Balance at 1 August 20171,606,933

Shares issued under the dividend reinvestment plan²4,990

Balance at 31 July 20181,611,923

Balance at 1 August 20161,602,703

Shares issued under the dividend reinvestment plan² 4,230

Balance at 31 July 20171,606,933

1 These rights are also attached to vouchers when backed by milk supply (subject to limits).

2 Total value of $29 million (31 July 2017: $25 million).

The rights attaching to Co-operative shares are set out in Fonterra’s Constitution, available in the ‘About Us/Our Governance’ section of

Fonterra’s website.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201816
5 SUBSCRIBED EQUITY INSTRUMENTS CONTINUED

Units in the Fonterra Shareholders’ Fund

The Custodian holds legal title of Co-operative shares of which the Economic Rights have been sold to the Fund on trust for the benefit of the

Fund. At 31 July 2018, 111,423,603 Co-operative shares (31 July 2017: 126,047,304) were legally owned by the Custodian, on trust for the benefit of

the Fund.

UNITS

(THOUSANDS)

Balance at 1 August 2017126,047

Units issued20,946

Units surrendered(35,569)

Balance at 31 July 2018111,424

Balance at 1 August 2016111,992

Units issued29,933

Units surrendered(15,878)

Balance at 31 July 2017126,047

The rights attaching to units are set out in the Fonterra Shareholders’ Fund 2018 Annual Report, available in the ‘Investors/Fonterra

Shareholder’s Fund’ section of Fonterra’s website.

Capital management and structure

The Board’s objective is to maximise equity holder returns over time by maintaining an optimal capital structure. Trading Among Farmers (TAF)

allows shares in Fonterra to be traded between shareholders, on the Fonterra Shareholders’ Market (a private market operated by NZX Limited).

The Fund supports this by allowing investors, including farmers, to trade in units backed by Economic Rights in Fonterra. The Fund also allows

farmer shareholders to acquire units and exchange them for shares in Fonterra, and to exchange shares for units and dispose of those units on

the NZX or ASX.

The Group provides returns to farmer shareholders through a milk price, and to equity holders through dividends and changes in the Company’s

share price.

The Fund is subject to the issue and redemption of units at the discretion of Fonterra and Fonterra’s farmer shareholders. Fonterra has an

interest in ensuring the stability of the Fund and has established a Fund Size Risk Management Policy, which requires that the number of units

on issue remain within specified limits and that within these limits, the number of units is managed appropriately. Fonterra may use a range of

measures to ensure the Fund size remains within the specified limits, including introducing or cancelling a dividend reinvestment plan,

operating a unit and/or share repurchase programme and issuing new shares.

6 DIVIDENDS PAID

All Co-operative shares, including those held by the Custodian on trust for the benefit of the Fund, are eligible to receive dividends if

declared by the Board. Dividends paid to the Custodian are passed on to unit holders by the FSF Management Company Limited

(the Manager).

Dividends are recognised as a liability in the Group’s financial statements in the period in which they are declared by the Board.

The Dividend Reinvestment Plan applied to all dividends in the table below.

$ MILLION

DIVIDENDS

YEAR ENDED

31 JULY 2018

YEAR ENDED

31 JULY 2017

2018 Interim dividend – 10 cents per share¹161–

2017 Final dividend – 20 cents per share²321–

2017 Interim dividend – 20 cents per share³–321

2016 Final dividend – 10 cents per share⁴–160

1 Declared on 20 March 2018 and paid on 20 April 2018 to all Co-operative shares on issue at 6 April 2018.

2 Declared on 23 September 2017 and paid on 20 October 2017 to all Co-operative shares on issue at 9 October 2017.

3 Declared on 21 March 2017 and paid on 20 April 2017 to all Co-operative shares on issue at 5 April 2017.

4 Declared on 18 August 2016 and paid on 9 September 2016 to all Co-operative shares on issue at 1 September 2016.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201817
7 BORROWINGS

The Group borrows in the form of bonds, bank facilities and other financial instruments. The interest expense incurred on Fonterra’s

borrowings is shown in Note 8.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised

cost using the effective interest method, with the hedged risks on certain debt instruments measured at fair value. Details of the Group’s

hedge accounting policies are included in Note 17 Financial Risk Management.

Economic net interest-bearing debt

Economic net interest-bearing debt reflects the effect of debt hedging in place at balance date.

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Net interest-bearing debt position

Total borrowings6,7386,263

Cash and cash equivalents(446)(393)

Interest-bearing advances¹(332)(435)

Bank overdraft16111

Net interest-bearing debt6,1215,446

Value of derivatives used to manage changes in hedged risks on debt instruments78155

Economic net interest-bearing debt6,1995,601

1 Includes Fonterra Co-operative Support Loan balance of $177 million (31 July 2017: $135 million) which are netted against amounts owing to suppliers.

Total borrowings in the table above are represented by:

GROUP $ MILLION

BALANCE AS AT

1 AUGUST 2017PROCEEDSREPAYMENTS

FOREIGN

EXCHANGE

MOVEMENT

CHANGES IN

FAIR VALUESOTHER

BALANCE AS AT

31 JULY 2018

Commercial paper1641,054(919)––5304

Bank loans8542,849(2,551)(24)––1,128

Finance leases¹137–(7)1––131

Capital notes²35–––––35

NZX-listed bonds500–––––500

Medium-term notes4,573431(600)293(61)44,640

Total borrowings

3

6,2634,334(4,077)270(61)96,738

GROUP $ MILLION

BALANCE AS AT

1 AUGUST 2016PROCEEDSREPAYMENTS

FOREIGN EXCHANGE

MOVEMENT

CHANGES IN

FAIR VALUESOTHER

BALANCE AS AT

31 JULY 2017

Commercial paper454951(1,249)––8164

Bank loans8792,698(2,713)(10)––854

Finance leases¹143–(6)–––137

Capital notes²35–––––35

NZX-listed bonds499–––1–500

Medium-term notes4,342525–(138)(158)24,573

Total borrowings

3

6,3524,174(3,968)(148)(157)106,263

1 Finance leases are secured over the related item of property, plant and equipment (Note 13).

2 Capital notes are unsecured subordinated borrowings.

3 All other borrowings are unsecured and unsubordinated.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201818
7 BORROWINGS CONTINUED

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Included within the statement of financial position as follows:

Total current borrowings8311,112

Total non-current borrowings5,9075,151

Total borrowings6,7386,263

Leverage ratios

The Board closely monitors the Group’s leverage ratios. The primary ratios monitored by the Board are:

–Debt payback. The debt payback ratios are adjusted for the impact of operating leases. They are calculated as 1. Funds from operations

divided by economic net interest-bearing debt, and 2. Economic net interest-bearing debt divided by earnings before interest, tax,

depreciation and amortisation (EBITDA).

–Gearing. The gearing ratio is calculated as economic net interest-bearing debt, divided by equity plus economic net interest-bearing debt.

Equity is as presented in the statement of financial position, excluding hedge reserves. The gearing ratio as at 31 July 2018 was 48.4 per cent

(31 July 2017: 44.3 per cent).

The Group is not subject to externally imposed capital requirements.

Finance leases included in total borrowings are represented by:

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Finance leases – minimum lease payments

Not later than one year1617

Later than one year and not later than five years131144

Later than five years45

151166

Future finance charges on finance leases(20)(29)

Present value of finance leases131137

The present value of finance leases is as follows:

Not later than one year76

Later than one year and not later than five years121126

Later than five years35

Total present value of finance leases131137

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing

liquidity risk is to ensure that it will always have sufficient funds to meet its liabilities when due, under both normal and stressed conditions,

without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group has a policy in place to ensure that it has sufficient cash or facilities on demand to meet expected operational expenses for a period

of at least 80 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot

reasonably be predicted, such as natural disasters. In such situations back-up funding lines are maintained and as set out in the Company’s

constitution, the Company can defer payments to farmer shareholders if necessary.

The Group manages its liquidity by retaining cash and marketable securities, the availability of funding from an adequate amount of committed

credit facilities and the ability to close out market positions. Fonterra’s funding facilities are reviewed at least annually, which is one of the key

financial risk management activities undertaken by the Group to ensure an appropriate maturity profile given the nature of the Group’s

business. At balance date the Group had undrawn lines of credit totalling $3,732 million (31 July 2017: $3,811 million).

Liquidity and refinancing risks are also managed by ensuring that Fonterra can maintain access to funding markets throughout the world. To

that end, Fonterra maintains debt issuance programmes in a number of key markets and manages relationships with international investors.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201819
7 BORROWINGS CONTINUED

Exposure to liquidity risk

The following tables show the timing of the gross contractual cash flows of the Group’s financial instruments.

GROUP $ MILLION

AS AT 31 JULY 2018

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

3 MONTHS

OR LESS

3–12

MONTHS

1–5

YEARS

MORE THAN

5 YEARS

Non-derivative financial liabilities

Borrowings

–Commercial paper(304)(305)(305)–––

–Bank loans(1,128)(1,698)(147)(314)(1,237)–

–Finance leases (131)(151)(4)(12)(131)(4)

–Capital notes(35)(42)–(1)(6)(35)

–NZX-listed bonds(500)(586)(11)(11)(564)–

–Medium-term notes(4,640)(5,949)(31)(435)(2,107)(3,376)

Bank overdraft(161)(161)(161)–––

Owing to suppliers(1,579)(1,579)(1,579)–––

Trade and other payables (excluding employee entitlements)(1,840)(1,840)(1,840)–––

Financial guarantees issued¹–(1)(1)–––

Total non-derivative financial liabilities(10,318)(12,312)(4,079)(773)(4,045)(3,415)

Derivative financial instruments

Gross settled derivatives

–Inflow20,63710,5686,6441,3312,094

–Outflow (21,083)(10,642)(6,856)(1,493)(2,092)

Total gross settled derivative financial instruments(397)(446)(74)(212)(162)2

Net settled derivatives(116)(107)(21)(6)(103)23

Total financial instruments(10,831)(12,865)(4,174)(991)(4,310)(3,390)

GROUP $ MILLION

AS AT 31 JULY 2017

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

3 MONTHS

OR LESS

3–12

MONTHS

1–5

YEARS

MORE THAN

5 YEARS

Non-derivative financial liabilities

Borrowings

–Commercial paper(164)(165)(165)–––

–Bank loans(854)(904)(218)(189)(497)–

–Finance leases (137)(166)(4)(13)(144)(5)

–Capital notes(35)(42)–(1)(6)(35)

–NZX-listed bonds(500)(609)(11)(11)(430)(157)

–Medium-term notes(4,573)(5,806)(232)(537)(2,168)(2,869)

Bank overdraft(11)(12)(12)–––

Owing to suppliers(1,330)(1,330)(1,330)–––

Trade and other payables (excluding employee entitlements)(1,841)(1,841)(1,841)–––

Financial guarantees issued¹–(1)(1)–––

Total non-derivative financial liabilities(9,445)(10,876)(3,814)(751)(3,245)(3,066)

Derivative financial instruments

Gross settled derivatives

–Inflow22,21010,9647,9211,3641,961

–Outflow (22,052)(10,838)(7,579)(1,451)(2,184)

Total gross settled derivative financial instruments312158126342(87)(223)

Net settled derivatives(83)(122)(5)9(130)4

Total financial instruments(9,216)(10,840)(3,693)(400)(3,462)(3,285)

1 Maximum cash flows under guarantees provided by the Group.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201820
8 NET FINANCE COSTS

Interest income and expense is recognised on an accrual basis in profit or loss, using the effective interest method.

Finance costs also include the changes in fair value relating to derivatives used to manage interest rate risk, and the associated changes

in fair value of the borrowings designated in a hedge relationship attributable to the hedged risk. Details of the Group’s hedge accounting

policies are included in Note 17 Financial Risk Management.

Fonterra Co-operative Support Loans

Fonterra Co-operative Support Loans are initially recorded at fair value. As the loans have interest rates that are below market rates, there

is a difference between the cash advanced and the loans’ fair value. This difference is recorded within finance costs at the date Fonterra is

contractually committed to advance the funds. Finance income is recognised using the notional interest rate implicit in the loans, over the

periods until the loans are repaid.

GROUP $ MILLION

31 JULY 201831 JULY 2017

Finance income¹2334

Total interest expense at amortised cost²(462)(427)

Changes in fair value relating to:

–Borrowings designated in a hedge relationship61157

–Derivatives designated in a hedge relationship(42)(123)

–Derivatives where hedge accounting has not been applied44

Total interest income from fair value movements2338

Finance costs(439)(389)

Net finance costs(416)(355)

1 Finance income includes $9 million (31 July 2017: $24 million) relating to the Fonterra Co-operative Support Loans.

2 Includes interest expense of $23 million (31 July 2017: $22 million) relating to derivatives where hedge accounting has not been applied and cash flow hedge effectiveness

reclassified to profit or loss.

Interest rate risk

Details of how the Group manages interest rate risk is included in Note 17 Financial Risk Management.

WORKING CAPITAL

This section provides information about the primary elements of Fonterra’s working capital. Working capital represents the short-term

operating assets and liabilities generated by Fonterra. Movements in these items have a direct impact on the net cash flows generated from

operating activities.

This section includes the following Notes:

Note 9: Trade and other receivables

Note 10: Inventories

Note 11: Trade and other payables

Note 12: Owing to suppliers

9 TRADE AND OTHER RECEIVABLES

Revenue from sale of goods is recognised at the fair value of the consideration received or receivable, net of returns, discounts and

allowances. Revenue is recognised when the amount can be reliably measured, significant risks and rewards of ownership of the inventory

have passed to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated

reliably, and there is no continuing management involvement with the goods.

Trade receivables are amounts due from customers for goods sold. Trade receivables are recognised initially at their fair value, which is

represented by their face value, and subsequently measured at the amount expected to be collected.

Estimates are used in determining the level of receivables that may not be collected. A provision for impairment is established when there

is evidence that the Group will not be able to collect all amounts due.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201821
GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Trade receivables1,9872,015

Less: provision for impairment of trade receivables(22)(23)

Trade receivables net of provision for impairment1,9651,992

Receivables from related parties¹5232

Other receivables216162

Total receivables2,2332,186

Prepayments122117

Total trade and other receivables2,3552,303

1 There were no provisions for impairment of receivables from related parties.

Credit risk

Details of how the Group manages credit risk is included in Note 17 Financial Risk Management.

The aging profile of the Group’s trade and other receivables (excluding prepayments) is as follows:

GROUP $ MILLIONCURRENT

LESS THAN

1 MONTH

PAST DUE

MORE THAN 1 MONTH

BUT LESS THAN

3 MONTHS PAST DUE

MORE THAN

3 MONTHS

PAST DUETOTAL

As at 31 July 20181,94614767732,233

As at 31 July 20171,94116846312,186

10 INVENTORIES

Inventories are stated at the lower of cost or net realisable value on a first-in-first-out basis.

In the case of manufactured inventories, cost includes all direct costs plus the portion of fixed and variable production overheads incurred

in bringing inventories into their present location and condition.

Net realisable value is the estimated selling price, less the costs of completion and selling expenses.

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Raw materials711680

Finished goods2,2391,950

Impairment of finished goods(33)(37)

Total inventories2,9172,593

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201822
11 TRADE AND OTHER PAYABLES

Trade and other payables, excluding amounts owing to farmer shareholders and New Zealand contract milk suppliers, are recognised at the

amount invoiced by the supplier. Due to their short-term nature, they are not discounted.

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Trade payables1,6771,683

Amounts due to related parties3221

Other payables131137

Total trade and other payables (excluding employee entitlements)1,8401,841

Employee entitlements276276

Total trade and other payables2,1162,117

12 OWING TO SUPPLIERS

Amounts owing to suppliers are amounts Fonterra owes to farmer shareholders and New Zealand contract milk suppliers for the collection

of milk, which includes end of season adjustments, offset by amounts owing from farmer shareholders for goods and services provided to

them by Fonterra.

These amounts are recognised at the amount due to the supplier for the milk provided. Due to their short-term nature, they are not discounted.

The Board uses its discretion in establishing the rate at which Fonterra will pay suppliers for the milk supplied over the season. This is referred

to as the advance rate. The following table provides a breakdown of the advance payments made to suppliers:

GROUP

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Owing to suppliers

1

($ million)1,5791,330

Farmgate Milk Price

2

(per kgMS)$6.69$6.12

Of this amount:

–Total advance payments made during the year$5.55$5.21

–Total owing as at 31 July$1.14$0.91

Amount advanced during the year as a percentage of the milk price for the season ended 31 May83%85%

1 This amount is after offsetting $177 million Fonterra Co-operative Support Loan repayments relating to the 2017/18 season (31 July 2017: $135 million).

2 Represents the average price for milk supplied on standard terms of supply. The Fonterra Farmgate Milk Price Statement sets out information about the Farmgate Milk

Price as calculated in accordance with the Farmgate Milk Price Manual and the price for milk supplied on standard terms. It can be found in the ‘Investors/Farmgate Milk

Prices’ section of the Fonterra website.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201823
LONG-TERM ASSETS

This section provides information about the investments Fonterra has made in long-term assets to operate the business and generate returns to

equity holders. These assets include physical assets such as land and buildings and livestock, and non-physical assets such as brands and

goodwill. This section also explains the estimates and judgements applied in the measurement of these assets.

This section includes the following Notes:

Note 13: Property, plant and equipment

Note 14: Livestock

Note 15: Intangible assets

13 PROPERTY, PLANT AND EQUIPMENT

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the

purchase consideration and those costs directly attributable to bringing the asset to the location and condition necessary for its intended

use. It also includes financing costs directly attributable to the acquisition, production or construction of the asset. Subsequent costs are

capitalised only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item

can be measured reliably. The carrying amount of any replaced part is derecognised. All other repairs and maintenance costs are charged

to the income statement during the financial period in which they are incurred.

The assets’ residual values and useful lives are reviewed and adjusted, where required, each financial year.

Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount, and are recognised in the

income statement.

Depreciation

Depreciation is calculated on a straight line basis to allocate the cost of the asset, less any residual value, over its estimated useful life.

The range of estimated useful lives for each class of property, plant and equipment is as follows:

–Land Indefinite

–Buildings and leasehold improvements 15–60 years

–Plant, vehicles and equipment 3–55 years

GROUP $ MILLION

LAND

BUILDINGS

AND LEASEHOLD

IMPROVEMENTS

PLANT, VEHICLES

AND EQUIPMENT

CAPITAL WORK

IN PROGRESSTOTAL

As at 31 July 2018

Cost 3542,7878,21072112,072

Accumulated depreciation and impairment–(1,042)(4,220)–(5,262)

Net book value at 31 July 20183541,7453,9907216,810

As at 31 July 2017

Cost 3482,6447,74053511,267

Accumulated depreciation and impairment–(953)(3,923)–(4,876)

Net book value at 31 July 20173481,6913,8175356,391

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201824
13 PROPERTY, PLANT AND EQUIPMENT CONTINUED

GROUP $ MILLION

LAND

BUILDINGS AND

LEASEHOLD

IMPROVEMENTS

PLANT, VEHICLES

AND EQUIPMENT

CAPITAL WORK IN

PROGRESSTOTAL

Net book value

As at 1 August 20173481,6913,8175356,391

Additions¹–520756781

Transfer from capital work in progress12103467(582)–

Hyperinflationary movements8156736

Depreciation charge –(93)(351)–(444)

Impairment reversal–41–5

Disposals(14)(9)(9)–(32)

Foreign currency translation–2939573

As at 31 July 20183541,7453,9907216,810

Net book value

As at 1 August 20163391,5963,5197186,172

Additions¹31353685754

Transfer from capital work in progress15205644(864)–

Hyperinflationary movements242210

Depreciation charge –(92)(343)–(435)

Impairment reversal–2––2

Disposals(8)(9)(29)(2)(48)

Foreign currency translation(3)(28)(29)(4)(64)

As at 31 July 20173481,6913,8175356,391

1 Additions include borrowing costs of $8 million (2017: $10 million) capitalised using a weighted average interest rate of 5.52 per cent (2017: 5.85 per cent).

Carrying value of China Farms assets

As the China Farms operating segment is not achieving positive financial returns, management has performed an impairment test to support

the $748 million carrying value of the net assets of China Farms. As at 31 July 2018 the net assets include property, plant and equipment of

$480 million, livestock of $280 million and working capital balances.

The impairment test is performed using the same value in use methodology applied to goodwill and indefinite life brands (Note 15). The key assumptions

used in the impairment test are the future milk price and the discount rate. The assumptions used in the impairment test are shown below.

–The future milk price of RMB4.0 per kg, which is higher than current market prices, is appropriate to use in the impairment test as it is

reflective of long term milk price trends in China.

–The discount rate of 9.1 per cent (31 July 2017: 9.0 per cent) is specific to the underlying assets being tested.

–The future cash flows, based on the strategic business plan, are dependent on the farming operations continuing to achieve further production and

cost efficiencies. The long-term growth rate applied to the future cash flows at year five of the forecast is 3.0 per cent (31 July 2017: 2.7 per cent).

Using these assumptions, the recoverable amount of the China Farms assets is equivalent to the carrying amount. Any adverse change in these

assumptions would result in an impairment.

The following table shows the sensitivity of the recoverable amount assessment to changes in the key assumptions:

KEY ASSUMPTIONSSENSITIVITY

Future milk priceAn increase/(decrease) in the milk price of RMB 0.02 per kg would result in an increase/(decrease) in the recoverable amount of $23 million.

Discount rateAn increase in the discount rate of 0.5 per cent would result in a decrease in the recoverable amount of $56 million. A decrease in the discount rate

of 0.5 per cent would result in an increase in the recoverable amount of $66 million.

Leased assets

Leases of property, plant and equipment where the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.

Assets under finance leases are recognised as property, plant and equipment in the statement of financial position. They are recognised

initially at their fair value or, if lower, at the present value of the minimum lease payments. A corresponding liability is established and each

lease payment allocated between the liability and interest expense using the effective interest method. The assets recognised are depreciated

on the same basis as equivalent property, plant and equipment.

Leases that are not finance leases are classified as operating leases and the leased assets are not recognised on the Group’s statement of

financial position. Operating lease payments are recognised as an expense on a straight line basis over the lease term.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201825
13 PROPERTY, PLANT AND EQUIPMENT CONTINUED

The net book value of property, plant and equipment subject to finance leases is as follows:

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Land55

Building and leasehold improvements8993

Plant and equipment2022

Net book value of property, plant and equipment subject to finance leases114120

14 LIVESTOCK

The Group’s livestock balance primarily comprises dairy cows.

Livestock is measured at fair value less costs to sell, with any resulting gain or loss recognised in the income statement. The Group’s dairy

cow herd comprises both young and mature livestock.

Young livestock comprises dairy cows that are intended to be reared to maturity. These cows are held to produce milk or offspring, but

have not yet produced their first calf and begun milk production. Costs incurred in rearing young livestock are capitalised to the statement of

financial position. The fair value of young livestock is determined using a market approach, adjusted to reflect the age of the herd.

Mature livestock includes dairy cows that have produced their first calf and begun milk production. Costs incurred in relation to mature

livestock are recognised in the income statement. The fair value of mature dairy cows is determined using a discounted cash flow

methodology. The Group also holds immaterial quantities of other livestock.

The quantity of livestock owned by the Group is presented below:

HEADCOUNT

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Young dairy cows32,63046,269

Mature dairy cows34,56139,280

Other livestock3,0543,664

Total livestock headcount70,24589,213

During the year the Group collected 312 million litres of milk (31 July 2017: 318 million litres) from its dairy cows.

The value of livestock at 31 July is as follows:

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Opening balance319342

Purchase of livestock–7

Rearing costs of young livestock4582

Change in fair value – birth and growth–(5)

Change in fair value – price changes610

Disposal of livestock(107)(98)

Effect of movements in exchange rates25(19)

Closing balance288319

Represented by:

Young dairy cows134160

Mature dairy cows153158

Other livestock11

Total livestock at 31 July288319

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201826
14 LIVESTOCK CONTINUED

Valuation techniques and significant unobservable inputs

The following table shows the relationship between the significant unobservable inputs and fair value measurement for mature livestock:

TYPEVALUATION TECHNIQUE

SIGNIFICANT

UNOBSERVABLE INPUTSRELATIONSHIP BETWEEN KEY UNOBSERVABLE INPUTS AND FAIR VALUE MEASUREMENT

Mature livestockDiscounted cash flowsRaw milk yieldA 5 per cent increase/(decrease) in the raw milk yield would result in a

$9 million (31 July 2017: $11 million) increase/(decrease) in fair value.

Milk priceA 5 per cent increase/(decrease) in the selling price of milk would result in

a $21 million (31 July 2017: $22 million) increase/(decrease) in fair value.

15 INTANGIBLE ASSETS

The significant intangible assets recognised by the Group are goodwill, brands and software assets.

Goodwill

Goodwill represents the premium paid by the Group over the fair value of the Group’s share of the net identifiable assets of an acquired

subsidiary at the date of acquisition. It is initially recognised at cost and is subsequently measured at cost less accumulated impairment losses.

Goodwill is not amortised it is tested for impairment annually, or more frequently if there is an indicator of impairment.

Brands and other identifiable intangible assets

Brands that are purchased by the Group are initially recognised at cost, or at their fair value if acquired as part of a business combination.

They are subsequently measured at cost less amortisation, if they are finite life brands, and accumulated impairment losses.

Indefinite life brands are not amortised. They are tested for impairment annually, or more frequently if there is an indicator of impairment. A

brand is determined to have an indefinite life where there is an intention to maintain and support the brand for an indefinite period.

Indefinite life brands that have been impaired are reviewed for possible reversal of impairment annually. A reversal of an impairment loss

shall not exceed the carrying amount that would have been recognised had no impairment loss occurred in prior years.

Finite life brands are amortised on a straight line basis over the shorter of their contractual or useful economic life, being 25 years. They are

tested for impairment when an indicator of impairment exists.

Software assets

Software assets, both purchased and internally developed, are capitalised provided there is an identifiable asset that will generate future

economic benefits through cost savings or supporting revenue generation. Subsequent costs are capitalised if they extend the useful life

or enhance the functionality of the asset.

Software assets amortised on a straight line basis over their estimated useful lives, being three to 14 years. They are tested for impairment

when an indicator of impairment exists.

GROUP $ MILLION

GOODWILLBRANDSSOFTWARE

SOFTWARE

WIPOTHER

TOTAL

INTANGIBLES

As at 31 July 2018

Cost1,0841,7331,40396754,391

Accumulated amortisation and impairment(3)(95)(1,007)–(59)(1,164)

Net book value at 31 July 20181,0811,63839696163,227

As at 31 July 2017

Cost1,0761,6901,223134734,196

Accumulated amortisation and impairment(3)(114)(910)–(54)(1,081)

Net book value at 31 July 20171,0731,576313134193,115

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201827
15 INTANGIBLE ASSETS CONTINUED

GROUP $ MILLION

GOODWILLBRANDSSOFTWARE

SOFTWARE

WIPOTHER

TOTAL

INTANGIBLES

Net book value

As at 1 August 20171,0731,576313134193,115

Additions1271303143

Transfer from work in progress––167(167)––

Amortisation –(2)(92)–(1)(95)

Impairment loss––––(5)(5)

Impairment reversal–22–––22

Disposals––(2)(1)–(3)

Foreign currency translation7403––50

As at 31 July 20181,0811,63839696163,227

Net book value

As at 1 August 20161,0791,62235467203,142

Additions––6107–113

Transfer from work in progress––40(40)––

Amortisation –(3)(87)–(1)(91)

Foreign currency translation(6)(43)–––(49)

As at 31 July 20171,0731,576313134193,115

Amortisation is recognised in other operating expenses in the income statement.

Impairment reversal is recognised in other operating income in the income statement.

Impairment testing of goodwill and indefinite life brands

The following table shows the allocation of goodwill and brands across the Group’s cash generating units (CGUs).

GROUP $ MILLION

AS AT 31 JULY 2018AS AT 31 JULY 2017

CGUGOODWILLBRANDS

1

TOTALGOODWILLBRANDS¹TOTAL

Ingredients CGUs7812019875120195

Consumer and Foodservice CGUs

–Australia138148286135150285

–New Zealand6113931,0046113911,002

–Asia47037074624628

–Brazil²132246378143266409

–Chile1182714510524129

–Other CGUs–11–11

Total1,0811,6382,7191,0731,5762,649

1 Of the total brands held, 98 per cent have indefinite useful lives (31 July 2017: 99 per cent).

2 This represents Fonterra’s 51 per cent share of goodwill, the remaining 49 per cent is recognised in non-controlling interests.

Impairment testing is performed annually at the same time each year. Where appropriate, based on the market dynamics and go-to-market

strategies, impairment testing is performed at a CGU level for both goodwill and indefinite life brands attributed to the CGU.

In completing the impairment testing for CGUs and indefinite life brands, the recoverable amounts are determined on a value in use basis, using

a discounted cash flow methodology. The cash flow forecasts are based on the Board approved three-year business plan which has been

prepared taking into account past performance as well as forecast future performance supported by strategic initiatives. The long-term growth

rate is based on the long-term inflation rate of the jurisdictions where the sales are generated. Other key assumptions are based on external

data where possible.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201828
15 INTANGIBLE ASSETS CONTINUED

Consumer and Foodservice New Zealand

During the year, margin compression and operational challenges have negatively impacted the returns generated by the consumer and

foodservice business in New Zealand. These challenges have impacted the forecast cash flows used to support the carrying value of the

consumer and foodservice New Zealand CGU.

Fonterra has identified a number of strategic and operational initiatives that will, over time, refocus the business to generate margin growth and

improve productivity. These initiatives are underway however their long-term nature means that not all the benefits are expected to be realised

within the three-year business plan timeframe.

As a result, the business plan has been extended to a five-year forecast period. The cash flow forecast shows a higher rate of growth in years

four and five compared to years one to three, as the benefits of the strategic and operational initiatives identified are achieved.

The margin growth and productivity improvements in years four and five are determined by assessing the expected financial impact of the

initiatives identified based on past experience, the competitive landscape and market opportunities.

The key assumptions used in the impairment test and the sensitivity of the valuation to those assumptions is shown below. A change in any of

the key assumptions by the amount shown in the table below would lead to elimination of the $94 million excess of recoverable amount over

carrying amount.

KEY ASSUMPTIONSVALUE ATTRIBUTEDSENSITIVITY

Revenue growth (5-year Culmulative Average Growth Rate (CAGR))4.3 per centDecrease by 54 basis points

Productivity savings per year (5-year average)$8 millionDecrease by $2 million per annum

Operating expense increase (5-year CAGR)1.8 per centIncrease by 77 basis points

The long-term growth rate applied to the future cash flows at year five of the forecast is 2.4 per cent (31 July 2017: 2.1 per cent). The discount

rate applied is 8.1 per cent (31 July 2017: 8.1 per cent).

Consumer and Foodservice Brazil

The goodwill balance attributable to the consumer and foodservice business in Brazil arose in the financial year ended 31 July 2015 when

Fonterra acquired a controlling interest of DPA Brazil.

Since that time the economy in Brazil has been challenging. During the year, the economy has shown signs of a slow recovery from the

economic downturn, however there has been further retraction in the chilled dairy category.

Notwithstanding the challenging economic environment, the cash flow forecast used to support the carrying value of the consumer and

foodservice business in Brazil shows significant growth in each year of the three-year business plan. This growth is supported by the strategic

business plan and associated initiatives. Due to the long-term nature of many of the initiatives and the timing of the expected economic

recovery, the forecast period has been extended to five years.

A forecast growth rate that includes volume growth plus inflation has been applied to the forecast cash flows in years six to 10 of the

impairment model. This growth is aligned to the timing of the expected economic recovery in Brazil.

The key assumptions used in the impairment test and the sensitivity of the valuation to those assumptions is shown below. A change in either

of the key assumptions by the amount shown in the table below would lead to elimination of the $124 million excess of recoverable amount

over carrying amount. The achievement of the net sales growth is dependent on the continued economic recovery in Brazil.

KEY ASSUMPTIONSVALUE ATTRIBUTEDSENSITIVITY

Revenue growth (year 1 to year 3 CAGR)

9.6 per cent

Decrease by 166 basis points

Productivity savings per year (year 1 to year 3 average)

$10 million

Decrease by $3 million per annum

The long-term growth rate applied to the future cash flows at year ten of the forecast is 4.5 per cent (31 July 2017: 4.5 per cent). The discount

rate applied is 10.9 per cent (31 July 2017: 12.4 per cent).

Consumer and Foodservice Asia

For brands held in the Consumer and Foodservice business in Asia the recoverable amount is in excess of the carrying amount and reasonably

possible changes in assumptions would not result in erosion of the excess. The average long-term growth rate applied to the future cash flows is

2.9 per cent (31 July 2017: 3.1 per cent) and the average discount rate applied is 9.2 per cent (31 July 2017: 9.2 per cent).

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201829
INVESTMENTS

This section provides information about Fonterra’s interest in equity accounted investments.

This section includes the following Note:

Note 16: Equity accounted investments

16 EQUITY ACCOUNTED INVESTMENTS

Associates and joint ventures

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating

policies. Joint ventures are those arrangements in which the Group has contractually agreed to share control and where the Group has

rights to the net assets rather than rights to the assets and obligations for the liabilities.

For joint ventures and associates the Group applies the equity method of accounting. Under the equity method, the Group recognises its

initial investment at cost (including any goodwill identified on acquisition) and subsequently adjusts this for its share of the entities’ profits

or losses. The Group’s share of profits and losses are recognised in the income statement and its share of movements in other

comprehensive income is recognised in other comprehensive income. Dividends received from equity accounted investees reduce the

carrying amount of the investment.

When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to nil

and no further losses are recognised except to the extent the Group has an obligation or has made payments on behalf of the investee.

The Group determines at each reporting date whether there is any objective evidence that its investments in equity accounted investees

are impaired. If this is the case, the Group recognises any impairment in the income statement.

The Group’s significant equity accounted investments are listed below. The ownership interest in these entities is 51 per cent or less and the

Group is not considered to exercise a controlling interest.

Equity accounted investees with different balance dates from that of the Group are due to legislative requirements in the country the entities

are domiciled or are aligned with their other investors’ balance dates or to align with the milk season.

OWNERSHIP INTERESTS (%)

EQUITY ACCOUNTED INVESTEE NAME

COUNTRY OF INCORPORATION AND

PRINCIPAL PLACE OF BUSINESS

AS AT

31 JULY 2018

AS AT

31 JULY 2017

DMV Fonterra Excipients GmbH & Co. KGGermany5050

Beingmate Baby & Child Food Co., LtdChina18.818.8

Falcon Dairy Holdings LimitedHong Kong5151

All investees have balance dates of 31 December.

Carrying amounts

The Group holds investments in a number of joint ventures and associates. The aggregate amount of the Group’s share of these equity

accounted investments is included in the table below:

GROUP $ MILLION

ASSOCIATESJOINT VENTURESTOTAL

AS AT

31 JULY 2018

AS AT

31 JULY 2017

AS AT

31 JULY 2018

AS AT

31 JULY 2017

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Carrying amount of investment241617374270615887

Profit/(loss) from continuing operations(35)(42)5549207

Other comprehensive income––––––

Total comprehensive income(35)(42)5549207

The Group has provided financial guarantees to certain equity accounted investees as set out in Note 20.

There are no contingent liabilities relating to the Group’s interests in joint ventures or equity accounted investees.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201830
16 EQUITY ACCOUNTED INVESTMENTS CONTINUED

Beingmate Baby & Child Food Co., Ltd. (Beingmate)

As part of Fonterra’s long-term investment in the China market Fonterra holds an 18.8 per cent shareholding in Beingmate. The investment

is recognised in the Consumer and Foodservice Greater China operating segment. During the year Beingmate’s share price has traded

significantly below the share price at the time Fonterra acquired its investment, and also below the base share price used in the valuation

assessments at 31 July 2017 and 31 January 2018. As a result, the carrying value of the investment has been assessed for impairment at

31 July 2018. To assess the recoverable amount of the investment a fair value less costs to sell methodology has been applied.

The fair value of the investment has been determined using an estimate of what a market participant would pay for a similar long-term strategic

equity stake in Beingmate under current market conditions. The key assumptions used in determining the fair value are the base share price and

the net premium above the base share price (acquisition premium) that would be paid for a long-term strategic investment of a similar size. This

valuation methodology requires judgement, and is Level 3 in the fair value hierarchy as it is not based on market observable inputs.

The assumptions underlying the calculation of the fair value of the 18.8 per cent strategic investment in Beingmate are:

AS AT

RMB PER SHARE

31 JULY 2018

AUDITED

31 JANUARY 2018

UNAUDITED

31 JULY 2017

AUDITED

Weighted average share price period

30 trading days 

up to 31 July 2018

15 trading days from

22 January 2018

30 trading days

pre-trading halt date

up to 10 July 2017

Weighted average base price4.915.3613.66

Net premium (including costs to sell)0.480.522.45

Implied value per share5.395.8816.11

Base share price assumption

For the year ended 31 July 2018, to remove the impact of market volatility, a 30 trading-day period (20 June 2018 to 31 July 2018) was used to

determine the base share price. The closing share price as at 31 July 2018 was RMB5.26 per share. The shares are traded on the Shenzhen stock

exchange and accordingly the share price changes regularly, including during the period between balance date and the date these financial

statements were authorised for issue. A change in the base share price to RMB4.50 per share would lead to elimination of the $18 million excess

of recoverable amount over the carrying amount.

For the six months ended 31 January 2018, to remove the impact of market volatility, a 15 trading-day period immediately after the forecast

earnings downgrade announced by Beingmate on the 21 January 2018 was used (22 January 2018 to 9 February 2018). It was appropriate to use

information from immediately after the reporting date as the Beingmate share price continued to decline despite no new information being

provided to the market. This was considered the most appropriate period as the market had fully reflected the earnings downgrade impact.

For the year ended 31 July 2017, Beingmate shares were on a trading halt from 12 July 2017 to 4 September 2017, therefore in the absence of an

active market, the period immediately before the trading halt (26 May to 10 July 2017) was considered the most appropriate period to determine

the base price given that during this period the shares traded at a relatively stable range.

Net premium assumption

The acquisition premium reflects that a market participant would expect to pay a premium above the quoted share price to acquire a long-term

strategic investment. The premium is determined by considering recent transaction data and the characteristics of the investment and is

calculated relative to the base share price.

The amount attributed to the acquisition premium reflects that Beingmate is an established local participant in a growth market and has a

number of brands registered under the new regulations effective 1 January 2018. The significant reduction in the acquisition premium from

31 July 2017 reflects the poor financial performance, reduction in market share, and the operational and governance challenges experienced by

Beingmate during the year. As at 31 July 2018 the valuation assessment is not sensitive to a reasonable change in the acquisition premium.

Carrying value of the investment

The carrying value of the investment in Beingmate has reduced from the prior year primarily due to an impairment loss recognised in the

31 January 2018 interim financial statements. As at 31 July 2018 the carrying value of the investment is supported by the fair value assessment

therefore no further impairment has been recorded. A reconciliation of the carrying amount of the investment is shown below.

GROUP $ MILLION

AS AT

31 JULY 2018

AUDITED

31 JANUARY 2018

UNAUDITED

31 JULY 2017

AUDITED

Opening balance617617740

Share of losses(34)(28)(41)

Impairment loss(405)(405)(35)

Effect of movement in exchange rates2660(47)

Closing balance204244617

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201831
FINANCIAL RISK MANAGEMENT

This section outlines the key risk management activities undertaken to manage the Group’s exposure to financial risk.

This section includes the following Note:

Note 17: Financial Risk Management

17 FINANCIAL RISK MANAGEMENT

Financial risks faced by the Group

The Group’s overall financial risk management programme focuses primarily on maintaining a prudent financial risk profile that provides

flexibility to implement the Group’s strategies, while ensuring optimisation of the return on assets. Financial risk management is centralised,

which supports compliance with the financial risk management policies and procedures set by the Board.

A summary of the financial risks that impact the Group, how these risks are managed, and other disclosures included in the financial risk

management note is presented below.

FINANCIAL RISK/DISCLOSURE ITEMDESCRIPTIONMANAGEMENT OF RISK

Market Risks

Foreign exchange risk

(Section a)

Impact from changes in foreign

exchange rates

Foreign currency transactions

For foreign currency transactions the Group uses foreign

currency forward contracts and foreign currency options to

manage foreign exchange risk.

Foreign operations

For investments in foreign operations the Group uses foreign

currency denominated borrowings and foreign currency swaps

to manage foreign exchange risk.

Foreign currency denominated borrowings

For foreign currency denominated borrowings the Group uses

cross-currency interest rate swaps to manage foreign exchange

and interest rate risk combined.

Interest rate risk

(Section b)

Impact from changes in interest ratesThe Group uses interest rate swaps to achieve a target ratio of

fixed and floating rate exposure on its borrowings.

Commodity price risk

(Section c)

Impact from changes in commodity pricesThe Group uses commodity derivatives to manage its exposure

to commodity price risk. The Group also uses its product mix

and sales contract terms to manage the impact of changes in

dairy commodity prices on its earnings.

Sensitivity analysis of

changes in market risks

(Section d)

Sensitivity of the Group’s reported profit

and equity to changes in market risks

Impact to reserves in equity

(Section e)

Movements in the Group’s hedge reserves

and foreign currency translation reserve

Other Risks

Credit risk

(Section f)

Risk of loss to the Group due to customer or

counterparty default

The Group sets minimum credit quality requirements, credit

limits and uses other credit mitigation tools to manage its

credit risk.

Liquidity risk

(Note 7)

Risk that the Group will be unable to meet

its financial obligations as they fall due

The Group actively manages its minimum on-hand cash

facilities, access to committed funds and lines of credit and the

maturity profile of its financial obligations.

Fair value measurement

(Section g)

Assets and liabilities measured or disclosed

at fair value

Offsetting of financial

assets and liabilities

(Section h)

Financial asset and financial liability

balances that are offset in the balance sheet

Capital management and

structure (Note 5)

The Group’s capital structureThe Group actively manages its capital structure through leverage

and coverage ratios. The Fonterra Shareholders’ Fund removes the

redemption risk associated with Co-operative shares.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201832
17 FINANCIAL RISK MANAGEMENT CONTINUED

Derivative financial instruments and hedge accounting

Derivatives are measured at fair value. Refer to Section 17g) Fair value measurement for details on how fair value is determined.

The resulting gain or loss on re-measurement is recognised in the income statement immediately, unless the derivative is designated into

an effective hedge relationship as a hedging instrument, in which case the timing of recognition in the income statement depends on the

nature of the designated hedge relationship.

The Group may designate derivatives as:

–Fair value hedges (where the derivative is used to manage the variability in the fair value of recognised assets and liabilities);

–Cash flow hedges (where the derivative is used to manage the variability in cash flows relating to recognised liabilities or forecast

transactions); or

–Net investment hedges (where borrowings or derivatives are used to manage the risk of fluctuation in the translated value of its

foreign operations).

Hedge accounting is discontinued when the hedging instrument expires, is terminated, is exercised, or no longer qualifies for hedge accounting.

Fair value hedges

For fair value hedges the following are recognised in the income statement:

–the change in fair value of the hedging instruments; and

–the change in the fair value of the underlying hedged item attributable to the hedged risk.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The fair value adjustment to the carrying

amount of the hedged item upon discontinuance is amortised and recognised in the income statement over the remaining term of the

original hedge.

Cash flow hedges

The effective portion of changes in the fair value of the hedging instruments are recognised in other comprehensive income and

accumulated in a separate reserve in equity. Subsequently the cumulative amount is transferred to the income statement when the

underlying transactions are recognised in the income statement.

The ineffective portion of changes in the fair value of the hedging instruments are recognised immediately in the income statement.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The cumulative gain or loss previously

recognised in other comprehensive income remains there until the forecast transaction occurs, or is immediately recognised in the income

statement if the transaction is no longer expected to occur.

Net investment hedges

The effective portion of changes in the fair value of the hedging instruments are recognised in other comprehensive income and

transferred to ‘Net foreign exchange losses’ in the income statement when the foreign operation is disposed of or sold.

The ineffective portion of changes in the fair value of the hedging instruments are recognised immediately in ‘Net foreign exchange losses’

in the income statement.

Costs of hedging

The change in fair value of a hedging instrument relating to the time-value of foreign currency options, and the foreign currency basis

component of cross-currency interest rate swaps are recognised in other comprehensive income and accumulated in a separate reserve in

equity. Subsequently, the cumulative amount is transferred to the income statement at the same time as the hedged item impacts the

income statement.

a) Foreign exchange risk

Nature and exposure of foreign exchange risk

Net foreign exchange gains or losses

Foreign currency transactions are translated using the exchange rate at the dates of transactions. Monetary assets and liabilities

denominated in foreign currencies are translated using the exchange rate at balance date.

Any resulting foreign exchange gains and losses are recognised in the income statement, except when they relate to hedged items or

hedging instruments designated in a cash flow hedge or net investment hedge relationship.

The Group is exposed to foreign exchange risk through transactions denominated in foreign currencies and the translation of foreign currency

denominated balances. The amounts shown below represent the Group’s exposure to foreign currency before applying the risk

management strategies:

–The Group’s foreign currency transactions are predominantly denominated in United States Dollars.

–The Group has net investments in foreign operations of $5,679 million (31 July 2017: $5,518 million). This amount is before considering

borrowings held by the Group in the same currency as the investment.

–The Group has borrowings denominated in foreign currency of $4,682 million (31 July 2017: $4,672 million).

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201833
17 FINANCIAL RISK MANAGEMENT CONTINUED

How foreign exchange risk is managed

Forecast foreign currency transactions

The Group enters into foreign currency forward contracts and foreign currency option contracts for the following items:

–forecast cash receipts from sales for a period of up to 18 months within limits approved by the Board; and

–up to 100 per cent of other forecast foreign currency transactions.

The Group applies cash flow hedge accounting where derivatives are used to manage foreign exchange risk on forecast foreign currency

transactions. The amount and maturity of the derivative and the forecast transaction is aligned to ensure that the hedge relationship remains

effective, with any undesignated costs of hedging accounted for separately.

The effect of the Group’s application of hedge accounting in managing foreign exchange risk related to forecast foreign currency transactions is

presented in the table below.

GROUP $ MILLION

AS AT 31 JULY 2018¹YEAR ENDED 31 JULY 2018²

CARRYING AMOUNT

ACCUMULATED

COST OF HEDGING

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS IN RESERVES

HEDGING INSTRUMENT USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

RECLASSIFIED

TO THE INCOME

STATEMENT⁴

Cash flow hedging

Foreign currency forwards and options

Maturity: 0-18 months

Weighted average NZD:USD rate: 0.71199,38110(224)(17)(215)(615)11

Maturity: 0-11 months

Weighted average USD:CNY rate: 6.646040412–(1)13(8)20

Total9,78522(224)(18)(202)(623)31

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount represents forecast foreign currency transactions in cash flow hedge relationships, translated into New Zealand Dollars using the exchange rate at

balance date.

4 Recognised in revenue.

GROUP $ MILLION

AS AT 31 JULY 2017¹YEAR ENDED 31 JULY 2017²

CARRYING AMOUNT

ACCUMULATED

COST OF HEDGING

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS IN RESERVES

HEDGING INSTRUMENT USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

RECLASSIFIED

TO THE INCOME

STATEMENT⁴

Cash flow hedging

Foreign currency forwards and options

Maturity: 0-18 months

Weighted average NZD:USD rate: 0.71227,896426(3)11388465(330)

Total7,896426(3)11388465(330)

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount represents forecast foreign currency transactions in cash flow hedge relationships, translated into New Zealand Dollars using the exchange rate at

balance date.

4 Recognised in revenue.

Net investments in foreign operations

The Group’s net investments are designated in hedge relationships to the extent of:

–borrowings denominated in the same foreign currency; and

–foreign currency swaps directly attributed to the net investment.

Hedge ineffectiveness arises if the carrying amount of the net investment falls below the amount of the designated hedging instruments.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201834
17 FINANCIAL RISK MANAGEMENT CONTINUED

The effect of the Group’s hedge accounting policy in managing foreign exchange risk related to the Group’s net investments in foreign

operations is presented in the table below:

GROUP $ MILLION

AS AT 31 JULY 2018YEAR ENDED 31 JULY 2018

CARRYING AMOUNT

NOMINAL

AMOUNTHEDGE EFFECTIVENESS

HEDGED NET INVESTMENTS AND

HEDGING INSTRUMENTS USED

AMOUNT OF NET

INVESTMENT

HEDGED¹

FOREIGN

CURRENCY

BORROWINGS

FOREIGN

CURRENCY

SWAPS²

NET INVESTMENT GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

BORROWING/SWAPS GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

Net investment hedging

United States Dollar-denominated

Maturity of borrowings: 22-35 months136(136)–(12)12

Australian Dollar-denominated

Maturity of borrowings: 35-112 months521(521)–(7)7

Euro-denominated

Maturity of borrowings: 76 months166(166)–(14)14

Chinese Renminbi-denominated

Maturity of borrowings: 6-84 months

Maturity of swaps: 0-2 months758(656)(102)(13)13

Total1,581(1,479)(102)(46)46

1 The carrying amount of the net investment designated into a net investment hedge relationship.

2 The carrying amount of foreign currency swaps at balance date is $1 million, and is presented within derivative assets.

GROUP $ MILLION

AS AT 31 JULY 2017YEAR ENDED 31 JULY 2017

CARRYING AMOUNT

NOMINAL

AMOUNTHEDGE EFFECTIVENESS

HEDGED NET INVESTMENTS AND

HEDGING INSTRUMENTS USED

AMOUNT OF NET

INVESTMENT

HEDGED¹

FOREIGN

CURRENCY

BORROWINGS

FOREIGN

CURRENCY

SWAPS²

NET INVESTMENT GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

BORROWING/SWAPS GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

Net investment hedging

United States Dollar-denominated

Maturity of borrowings: 34-47 months123(123)–(7)7

Australian Dollar-denominated

Maturity of borrowings: 47 months425(425)–1(1)

Euro-denominated

Maturity of borrowings: 88 months151(151)–––

Chinese Renminbi-denominated

Maturity of borrowings: 18 months

Maturity of swaps: 1-4 months341(247)(94)(24)24

Hong Kong Dollar-denominated

Maturity of borrowings: 10 months36(36)–––

Total1,076(982)(94)(30)30

1 The carrying amount of the net investment designated into a net investment hedge relationship.

2 The carrying amount of foreign currency swaps at balance date is $3 million, and is presented within derivative assets.

Borrowings denominated in foreign currency

The Group’s policy is to maintain its net exposure to a foreign currency within predefined limits.

To the extent the Group has monetary assets in the same foreign currency as the borrowing, the Group has a reduced exposure to foreign exchange

risk. The foreign currency gains and losses relating to these balances is off-set in net foreign exchange gains/(losses) in the income statement.

To manage the net exposure to foreign currency borrowings, the Group enters into cross currency interest rate swaps (CCIRS). CCIRS are used

to manage the combined foreign exchange risk and interest rate risk as they swap fixed rate foreign currency borrowings and interest payments

into equivalent New Zealand Dollar-denominated amounts of principal with floating interest rates.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201835
17 FINANCIAL RISK MANAGEMENT CONTINUED

The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS. The hedge relationship may be

designated into separate cash flow hedges and fair value hedges to manage the different components of foreign currency and interest rate risk:

–fair value hedge relationship where CCIRS are used to manage the interest rate and foreign currency risk in relation to foreign currency

denominated borrowings with fixed interest rates.

–cash flow hedge relationship where CCIRS are used to manage the variability in cash flows arising from interest rate movements on floating

interest rate payments and foreign exchange movements on payments of principal and interest.

Hedge ineffectiveness arises predominantly from changes in counterparty credit risk and cross currency basis spreads.

The effect of the Group’s hedge accounting policies in managing both its foreign exchange risk and interest rate risk related to borrowings

denominated in foreign currency is presented in the table below.

GROUP $ MILLION

AS AT 31 JULY 2018¹YEAR ENDED 31 JULY 2018²

CARRYING AMOUNT

CHANGE IN

VALUE USED

TO CALCULATE

HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

ACCUMULATED

COST OF

HEDGING

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO INCOME

STATEMENT

4


FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED

IN INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging and fair value hedging

Cross-currency interest rate swaps

USD893105(7)–76(4)3279

Maturity: 98-145 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.7841

GBP62364(261)–(213)20–27(4)

Maturity: 65 months

Weighted average interest

rate: floating

Weighted average NZD:GBP

rate: 0.3610

EUR38625–(7)3136(38)3–

Maturity: 76 months

Weighted average interest

rate: floating

Weighted average NZD:EUR

rate: 0.6559

Fair value hedging316––6NANA220

Maturity: 35 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.8160

Total200(268)(7)(100)52(35)5925

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount is the face value, converted using the weighted average foreign exchange rate, of foreign denominated borrowings in hedge relationships. For those

borrowings in fair value hedges, the carrying amount includes the life-to-date fair value hedge adjustment which increases borrowings by $18 million.

4 Recognised in net finance costs and net foreign exchange gains/(losses).

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201836
17 FINANCIAL RISK MANAGEMENT CONTINUED

GROUP $ MILLION

AS AT 31 JULY 2017¹YEAR ENDED 31 JULY 2017²

CARRYING AMOUNT

CHANGE IN

VALUE USED

TO CALCULATE

HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

ACCUMULATED

COST OF

HEDGING

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO INCOME

STATEMENT

4


FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED

IN INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging and fair value hedging

Cross-currency interest rate swaps

USD89383(18)–4423(87)6

Maturity: 110-157 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.7841

GBP62379(319)–(260)(19)20(27)(8)

Maturity: 77 months

Weighted average interest

rate: floating

Weighted average NZD:GBP

rate: 0.3610

EUR386–(16)(5)(8)1(11)(9)(3)

Maturity: 88 months

Weighted average interest

rate: floating

Weighted average NZD:EUR

rate: 0.6559

Fair value hedging35619––19NANA(19)6

Maturity: 10-47 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.7733

Total181(353)(5)(205)(16)12(142)1

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount is the face value, converted using the weighted average foreign exchange rate, of foreign denominated borrowings in hedge relationships. For those

borrowings in fair value hedges, the carrying amount includes the life-to-date fair value hedge adjustment which increases borrowings by $82 million.

4 Recognised in net finance costs and net foreign exchange gains/(losses).

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201837
17 FINANCIAL RISK MANAGEMENT CONTINUED

Receivables and payables denominated in foreign currency

The Group enters into foreign currency forward contracts and foreign currency option contracts for 100 per cent of the net foreign currency

receivables and payables.

Derivatives used to hedge the changes in the value of foreign currency receivables and payables are not hedge accounted. Changes in the fair

value of these derivatives provide an off-set to the change in the value of foreign currency receivables and payables recognised in the income

statement. These are recognised within net foreign exchange gains and losses in the income statement.

Net foreign exchange gains and losses in the income statement

The table below provides a breakdown of the net foreign exchange gains and losses recognised in the income statement.

GROUP $ MILLION

31 JULY 201831 JULY 2017

Relationships where fair value hedge accounting has been applied

Net foreign exchange (losses)/gains attributable to:

–Foreign currency-denominated borrowings(200)91

–Derivatives203(94)

Relationships where fair value hedge accounting has not been applied

Net foreign exchange (losses)/gains attributable to:

–Foreign currency denominated receivables423(229)

–Foreign currency denominated payables and borrowings(302)125

–Derivatives(135)135

–Other net foreign exchange (losses)/gains(1)1

Net foreign exchange (losses)/gains(12)29

b) Interest rate risk

Nature and exposure of interest rate risk to the Group

The Group is exposed to interest rate risk on its interest-bearing borrowings, included within economic net interest-bearing debt (refer Note 7).

Changes in market interest rates expose the Group to:

–changes in the fair value of borrowings subject to fixed interest rates (fair value risk); and

–changes in future interest payments on borrowings subject to floating interest rates (cash flow risk).

How the Group manages its exposure to interest rate risk

The Group’s policy is to maintain a target ratio of fixed and floating interest rate exposure. To achieve this the Group considers its forecast debt

over a specified time horizon and manages the interest rate exposure by:

–issuing fixed rate debt; and

–entering into interest rate swaps (IRS).

The Group applies hedge accounting to the borrowings and the associated IRS, for movements in benchmark market interest rates (i.e.

excluding any margin component).

Hedge ineffectiveness arises in relation to IRS that have been designated to hedge relationships after their initial recognition. The

ineffectiveness for these hedges will continue until maturity.

In specific situations, where changes in the fair value of fixed-to-floating IRS provide an off-set to the changes in the fair value of other

associated floating-to-fixed IRS, hedge accounting is not applied. The changes in fair values of these IRS off-set each other and are recognised

within net finance costs in the income statement.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201838
17 FINANCIAL RISK MANAGEMENT CONTINUED

The effect of the Group’s hedge accounting policies in managing interest rate risk is presented in the table below.

GROUP $ MILLION

AS AT 31 JULY 2018¹YEAR ENDED 31 JULY 2018²

CARRYING AMOUNT

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO THE INCOME

STATEMENT

4

FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED IN

THE INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging

Interest rate swaps

Maturity: 1-74 months

Weighted average interest rate:

4.22%3,491–(173)23(32)–NA17

Fair value hedging

Interest rate swaps on NZD borrowings

Maturity: 22-56 months

Weighted average interest rate:

floating2254–(6)NANA3–

Interest rate swaps on AUD borrowings

Maturity: 95-112 months

Weighted average interest rate:

floating521–(15)(12)NANA––

Total4(188)5(32)–317

GROUP $ MILLION

AS AT 31 JULY 2017¹YEAR ENDED 31 JULY 2017²

CARRYING AMOUNT

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO THE INCOME

STATEMENT

4

FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED IN

THE INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging

Interest rate swaps

Maturity: 4-86 months

Weighted average interest

rate: 4.36%3,9351(178)38141NA37

Fair value hedging

Interest rate swaps on NZD borrowings

Maturity: 3-68 months

Weighted average interest

rate: floating5754–(9)NANA(5)(4)

Interest rate swaps on AUD borrowings

Maturity: 107 months

Weighted average interest

rate: floating191–(12)(12)NANA(10)–

Total5(190)17141(15)33

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 The nominal amount represents the principal amount of outstanding or forecast borrowings designated in hedge relationships. For those borrowings in fair value hedges,

the carrying amount includes the life-to-date fair value hedge adjustment which reduces borrowings by $13 million (2017: $15 million).

4 Recognised in net finance costs.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201839
17 FINANCIAL RISK MANAGEMENT CONTINUED

c) Commodity price risk

Nature and exposure of commodity price risk to the Group

The Group is exposed to dairy commodity price risk through changes in selling prices and the cost of milk. In addition, the Group is a large

purchaser of electricity, diesel and sugar and is exposed to changes in the cost of these commodities.

How the Group manages its exposure to commodity price risk

Dairy commodity price risk

The Group manages its exposure to dairy commodity price risk by:

–determining the most appropriate mix of products to manufacture based on the supply curve and global demand for dairy products;

–governing the length and terms of sales contracts so that sales revenue is reflective of current market prices and is, where possible, linked to

GlobalDairyTrade (GDT) prices; and

–using dairy commodity derivative contracts to obtain an optimal price for future sales. The markets for dairy commodity derivatives are

relatively limited, which reduces the ability to manage earnings volatility. As markets for these derivatives grow the use of dairy commodity

derivatives to manage dairy commodity price risk may increase.

Other commodity price risk

The Group manages its exposure to other commodity price risk through the use of derivative contracts to hedge the cost of electricity, diesel

and sugar.

Hedge accounting

Hedge accounting is not applied to commodity derivatives. Changes in the fair value of commodity derivative contracts are recognised within

other operating income/(expenses) in the income statement.

d) Sensitivity analysis of changes in market risks

The table below presents the effect on profit for the year and equity at the reporting date if various market rates had been higher or lower with

all other variables held constant.

The sensitivity thresholds used represent reasonably possible changes in market rates.

GROUP $ MILLION

31 JULY 201831 JULY 2017

EQUITYPROFITEQUITYPROFIT

Foreign currency rates

10% strengthening of the NZD140(8)1384

10% weakening of the NZD (153)2(115)8

Interest rates

100 basis point increase645685

100 basis point decrease(59)(18)(66)(21)

Dairy commodity prices

10% increase –28–15

10% decrease–(28)–(15)

Interest rate cash flow sensitivity analysis

A change in interest rates would also impact floating rate interest payments and receipts on the Group’s borrowings and derivatives held at

balance date.

The impact of a change in interest rates on one year contracted cash flows is shown below:

GROUP $ MILLION

31 JULY 2018 31 JULY 2017

100 basis point increase in interest rates(6)(3)

100 basis point decrease in interest rates63

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201840
17 FINANCIAL RISK MANAGEMENT CONTINUED

e) Impact to reserves in equity

The impact of the Group’s hedge accounting policies on the reserves in equity is presented in the tables below:

Hedge reserves

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Opening balance19264

Movements attributable to cash flow hedges

Change in value of effective derivative hedging instruments(603)450

Reclassifications to the income statement:

–As hedged transactions occurred (4)(277)

Net change in the cost of hedging reserve(31)6

Tax expense/(credit)179(51)

Total movement(459)128

Closing balance¹(267)192

1 Included in the closing balance of the hedge reserves is $30 million (31 July 2017: $32 million) relating to hedge relationships for which hedge accounting is no

longer applied.

Foreign currency translation reserve

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Opening balance(552)(428)

Movements attributable to net investments in foreign operations and net investment hedges

Net translation gain/(loss) on:

–Borrowings and derivative hedging instruments1730

–Net investments in foreign operations164(143)

Reclassifications to the income statement:

–Upon disposal of foreign operations2(2)

Tax expense/(credit)5(9)

Total movement188(124)

Closing balance²(364)(552)

2 Included in the closing balance of the foreign currency translation reserve is $35 million (31 July 2017: $35 million) relating to hedge relationships for which hedge

accounting is no longer applied.

f) Credit risk

Nature and exposure of credit risk to the Group

Credit risk is the risk of loss to the Group due to customer or counterparty default on the Group’s receivable balances. The Group’s maximum

exposure to credit risk is represented by the carrying amounts of cash and cash equivalents, trade and other receivables, derivative assets, and

other investments and receivables.

The Group has no undue concentrations of credit risk.

How the Group manages its exposure to credit risk

The Group’s policy is to actively manage its exposure to credit risk by:

–using financial counterparties that have a credit rating of at least ‘A-’ from Standard & Poor’s (or equivalent) for derivative contracts, cash and

cash equivalents and other investment balances;

–using commodity counterparties that have a credit rating of at least ‘BBB-’ from Standard & Poor’s (or equivalent) for derivative contracts; and

–applying credit limits, and credit mitigation tools, such as letters of credit.

Trade and other receivable balances are included in Note 9 Trade and other receivables.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201841
17 FINANCIAL RISK MANAGEMENT CONTINUED

g) Fair value measurement

Valuation techniques for determining fair values

The fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market

participants at the measurement date.

The fair values of financial assets and liabilities are calculated by reference to quoted market prices where that is possible. A market is regarded

as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory

agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

If quoted market prices are not available, the methodology used to calculate the fair values of financial assets and liabilities is to identify the

expected cash flows under the terms of each specific contract and then discount these values back to the present value. These models use as

their basis independently sourced market data where it is available and rely as little as possible on entity-specific estimates.

The calculation of the fair value of financial instruments reflects the impact of credit risk where applicable.

Specific valuation techniques used to value financial instruments include:

–the fair value of foreign exchange contracts is determined using observable currency exchange rates, option volatilities and interest rate yield

curves;

–the fair value of interest rate contracts is calculated as the present value of the estimated future cash flows based on observable interest rate

yield curves;

–the fair value of commodity contracts that are not exchange traded is determined by calculating the present value of estimated future cash

flows based on observable quoted prices for similar instruments; and

–the fair value on the hedged risks of borrowings and long-term advances that are not exchange traded is calculated as the present value of

the estimated future cash flows based on observable interest rate yield curves.

Fair value hierarchy

The fair value hierarchy described below is used to provide an indication of the level of estimation or judgement required in determining

fair value:

–Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

–Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

–Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table shows the fair value hierarchy for assets and liabilities measured at fair value on the statement of financial position:

GROUP $ MILLION

LEVEL 1LEVEL 2LEVEL 3

AS AT

31 JULY 2018

AS AT

31 JULY 2017

AS AT

31 JULY 2018

AS AT

31 JULY 2017

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Derivative assets

–Commodity derivatives153031––

–Foreign exchange derivatives––45595––

–Interest rate derivatives¹––200193––

Derivative liabilities

–Commodity derivatives(12)(7)(2)(2)––

–Foreign exchange derivatives––(308)(24)––

–Interest rate derivatives¹––(454)(557)––

Investments in shares131016–69

Livestock––––288319

Fair value1633(500)206294328

1 Includes cross-currency interest rate swaps.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201842
17 FINANCIAL RISK MANAGEMENT CONTINUED

The following table shows the fair value hierarchy for each class of financial asset and liability where the carrying value in the statement of

financial position differs from the fair value:

GROUP $ MILLION

FAIR VALUE

CARRYING VALUELEVEL 1LEVEL 2

AS AT

31 JULY 2018

AS AT

31 JULY 2017

AS AT

31 JULY 2018

AS AT

31 JULY 2017

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Financial assets

Long-term advances154300––148289

Financial liabilities

Borrowings

–NZX-listed bonds(500)(500)(513)(510)––

–Capital notes(35)(35)(34)(33)––

–Medium-term notes(4,640)(4,573)––(4,883)(4,829)

–Finance leases(131)(137)––(143)(155)

h) Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount reported in the statement of financial position where there currently is a

legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle

the liability simultaneously.

The Group enters into various master netting arrangements or similar agreements that do not meet the criteria for offsetting in the statement

of financial position but still allow for the related amounts to be offset in certain circumstances. These principally relate to derivative

transactions under ISDA (International Swap and Derivative Association) agreements where each party has the option to settle amounts on a

net basis in the event of default of the other party.

The table below sets out the financial assets and financial liabilities subject to offsetting, enforceable master netting arrangements and

other agreements.

GROUP $ MILLION

AMOUNTS OFFSET IN THE STATEMENT OF FINANCIAL POSITION

GROSS FINANCIAL

ASSETS/ (LIABILITIES)

GROSS FINANCIAL

ASSETS/ (LIABILITIES)

SET OFF

NET FINANCIAL

ASSETS/ (LIABILITIES)

PRESENTED

AMOUNTS

NOT OFFSETNET

Derivative financial assets395(132)263(207)56

Trade and other receivables (excluding prepayments)2,449(94)2,355–2,355

2,844(226)2,618(207)2,411

Derivative financial liabilities(908)132(776)207(569)

Trade and other payables (excluding employee entitlements)(2,116)–(2,116)–(2,116)

Owing to suppliers(1,673)94(1,579)–(1,579)

Borrowings (6,738)–(6,738)–(6,738)

(11,435)226(11,209)207(11,002)

31 July 2018(8,591)–(8,591)–(8,591)

Derivative financial assets963(144)819(411)408

Trade and other receivables (excluding prepayments)2,900(714)2,186–2,186

3,863(858)3,005(411)2,594

Derivative financial liabilities(734)144(590)292(298)

Trade and other payables (excluding employee entitlements)(2,340)499(1,841)–(1,841)

Owing to suppliers(1,545)215(1,330)–(1,330)

Borrowings (6,263)–(6,263)119(6,144)

(10,882)858(10,024)411(9,613)

31 July 2017(7,019)–(7,019)–(7,019)

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201843
OTHER

This section contains additional notes and disclosures that aid in understanding Fonterra’s position and performance but do not form part of

the primary sections.

This section includes the following Notes:

Note 18: Taxation

Note 19: Contingent liabilities, provisions and commitments

Note 20: Related party transactions

Note 21: Subsidiaries

Note 22: Net tangible assets per security

18 TAXATION

Tax expense comprises current and deferred tax. Tax expense, including the tax consequences of distributions to farmer shareholders, is

recognised in the income statement. The tax consequences of distributions to farmer shareholders are recognised in the year to which the

distribution relates. Other than distributions to farmer shareholders, tax consequences of items recognised directly in equity are also

recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively

enacted at the balance date, and any adjustment to tax payable or receivable in respect of previous years.

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and those for taxation purposes. Deferred tax is measured at the tax rate that is expected to apply to the temporary differences

when they reverse, based on laws that have been enacted or substantively enacted by the balance date.

Deferred tax is not recognised on the following temporary differences:

–the initial recognition of goodwill;

–the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor

taxable profit; and

–differences relating to investments in subsidiaries and equity accounted investees to the extent that the timing of the reversal is

controlled by the Group and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which the temporary

differences can be utilised.

a) Taxation – income statement

The total taxation expense in the income statement is summarised as follows:

GROUP $ MILLION

31 JULY 201831 JULY 2017

Current tax expense8197

Prior period adjustments to current tax(5)(25)

Deferred tax movements:

–Origination and reversal of temporary differences(34)(52)

Tax expense4220

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201844
18 TAXATION CONTINUED

The taxation charge that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax expense as follows:

GROUP $ MILLION

31 JULY 201831 JULY 2017

(Loss)/profit before tax(154)765

Prima facie tax expense at 28%(43)214

Add/(deduct) tax effect of:

–Effect of tax rates in foreign jurisdictions (27)(33)

–Non-deductible expenses/additional assessable income16854

–Non-assessable income/additional deductible expenses(24)(30)

–Prior year under provision(5)(25)

Tax expense before distributions and deferred tax69180

Effective tax rate before distributions and deferred tax

1

NA23.5%

Tax effect of distributions to farmer shareholders(27)(163)

Tax expense before deferred tax4217

Effective tax rate before deferred tax

1

NA2.2%

Add/(deduct) tax effect of:

–Origination and reversal of other temporary differences(2)2

–Losses of overseas Group entities not recognised21

Tax expense4220

Effective tax rate

1

NA2.6%

Imputation credits

Imputation credits available for use in subsequent reporting periods 2020

Tax losses

Gross tax losses available for which no deferred tax asset has been recognised5452

1 The effective tax rate is the tax charge on the face of the income statement expressed as a percentage of the profit before tax. For the year ended 31 July 2018 the Group

has recorded a net loss before tax, as a result the calculation of an effective tax rate is not applicable.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201845
18 TAXATION CONTINUED

b) Taxation – statement of financial position

The table below outlines the deferred tax assets and liabilities that are recognised in the statement of financial position, together with

movements in the year:

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Deferred tax

Property, plant and equipment(37)(3)

Intangible assets(540)(519)

Derivative financial instruments97(84)

Employee entitlements7575

Inventories3031

Receivables, payables and provisions5658

New Zealand tax losses554486

Offshore tax losses311289

Other3221

Total deferred tax578354

Movements for the year

Opening balance354366

Recognised in the income statement3452

Recognised directly in other comprehensive income181(60)

Foreign currency translation9(4)

Closing balance578354

Included within the statement of financial position as follows:

Deferred tax assets583363

Deferred tax liabilities(5)(9)

Total deferred tax578354

New Zealand tax losses

In prior years the New Zealand tax consolidated group generated taxable income and utilised tax losses, however a taxable loss is reported in

the current year. The deferred tax asset relating to New Zealand tax losses of $554 million (31 July 2017: $486 million) has been recognised on

the basis that taxable income will be generated in the future against which the tax loses can be utilised.

The key assumptions in the assessment of future taxable income are New Zealand earnings, and the tax-deductible dividend. The estimate of

New Zealand earnings is based on past performance of the New Zealand tax consolidated group relative to the overall Group. This ratio has

been applied to the profit before tax forecast in the Group’s three-year business plan. No earnings growth has been included in the assessment

after the business plan period. The tax-deductible dividend assumption is based on the Group’s dividend policy.

Changes in the key assumptions used impact the expected time horizon for utilisation of the tax losses.

Offshore tax losses

Deferred tax assets relating to tax losses carried forward of $253 million (31 July 2017: $540 million) are recognised by offshore entities that

reported a taxable loss in either the current or prior year.

Gross tax losses of $54 million (31 July 2017: $52 million) relating to offshore entities have not been recognised as they may not be utilised.

Deferred tax liabilities

The Group has not recognised deferred tax liabilities in respect of unremitted earnings that are considered indefinitely reinvested in foreign

subsidiaries. As at 31 July 2018, these earnings amount to $1,089 million (31 July 2017: $893 million). These could be subject to withholding and

other taxes on remittance.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201846
19 CONTINGENT LIABILITIES, PROVISIONS AND COMMITMENTS

Contingent liabilities

In the normal course of business, Fonterra, its subsidiaries and equity accounted investees, are exposed to claims and legal proceedings that

may in some cases result in costs to the Group.

In early August 2013, Fonterra publicly announced a potential food safety issue with three batches of Whey Protein Concentrate (WPC80)

produced at the Hautapu manufacturing site and initiated a precautionary product recall.

In late August 2013, the New Zealand Government confirmed that the Clostridium samples found in WPC80 were not Clostridium botulinum

and were not toxigenic, meaning the consumers of products containing the relevant batches of WPC80 were never in danger from

Clostridium botulinum.

In January 2014, Danone formally initiated legal proceedings against Fonterra in the High Court of New Zealand and separate Singapore

arbitration proceedings against Fonterra in relation to the WPC80 precautionary recall. The New Zealand High Court proceedings have been

stayed pending completion of the Singapore arbitration.

On 1 December 2017, the Singapore arbitration panel issued its award ( judgement), finding in favour of Danone and ordered Fonterra to pay

€105 million ($183 million) in recall costs to Danone.

In addition to the recall costs, Fonterra was also required to pay Danone €29 million ($49 million) representing interest on the award amount

and Danone’s costs in connection with the arbitration proceedings. Fonterra paid the award amount in December 2017 and the interest and

costs in March 2018.

It is unclear whether Danone will continue to pursue the New Zealand High Court proceedings that were stayed pending the decision in the

Singapore arbitration. Due to the uncertainty regarding whether Danone will seek to re-initiate these proceedings, and the nature and scope of

these potential proceedings in light of the arbitration findings and award, no amount has been recognised in relation to these proceedings.

There are no additional claims or legal proceedings in respect of this matter that require provision or disclosure in these financial statements.

The Group has no other contingent liabilities as at 31 July 2018 (31 July 2017: nil).

Provisions

Provisions are recognised in the statement of financial position only where the Group has a present legal or constructive obligation as a

result of a past event, when it is probable, being more likely than not, that an outflow of resources will be required to settle the obligation,

and a reliable estimate of the amount can be made.

GROUP $ MILLION

EMPLOYEE RELATED

PROVISIONS

LEGAL CLAIMS

PROVISIONS

OTHER

PROVISIONS

TOTAL

PROVISIONS

As at 1 August 2017847232188

Additional provisions1623113260

Unused amounts reversed(9)(16)(12)(37)

Charged to income statement72151223

Charged to equity(2)––(2)

Utilised during the year(14)(242)(7)(263)

Transfer to other class of provision111(12)–

Foreign currency translation1(3)–(2)

As at 31 July 2018775314144

Included within the statement of financial position as follows:

Current liabilities14

Non-current liabilities130

Total provisions144

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201847
19 CONTINGENT LIABILITIES, PROVISIONS AND COMMITMENTS CONTINUED

GROUP $ MILLION

EMPLOYEE RELATED

PROVISIONS

LEGAL CLAIMS

PROVISIONS

OTHER

PROVISIONS

TOTAL

PROVISIONS

As at 1 August 2016798040199

Additional provisions12–1123

Unused amounts reversed(2)(7)(4)(13)

Charged to income statement10(7)710

Utilised during the year(5)(1)(15)(21)

As at 31 July 2017847232188

Included within the statement of financial position as follows:

Current liabilities40

Non-current liabilities148

Total provisions188

The nature of the provisions are:

–Employee related provisions include defined benefit scheme obligations, other obligations that fall due on termination of employment,

and long term employee benefits. The timing and amount of settlement is uncertain as it primarily depends on decisions relating to the

employment of relevant employees;

–Legal claims provisions include obligations relating to tax, customs and duties and legal matters arising in the normal course of business.

The timing and amount of settlement is uncertain as it depends on the outcome of a number of judicial proceedings; and

–Other provisions relate to product quality claims and other claims arising in the normal course of business. The timing and amount of

settlement is uncertain as it depends on the outcome of the commercial negotiations relating to each individual claim.

Commitments

a) Capital commitments

Capital expenditure contracted for at balance date but not recognised in the financial statements are as follows:

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Buildings1763

Plant, vehicles and equipment132172

Software620

Total commitments155255

b) Operating lease commitments

The Group leases premises, plant and equipment. The future aggregate minimum lease payments under non-cancellable operating leases are

as follows:

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Less than one year116116

One to five years237224

Greater than five years140170

Total operating lease commitments493510

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201848
20 RELATED PARTY TRANSACTIONS

Equity accounted investees and key management personnel are related parties of the Group. Key management personnel comprises the Board

and the Fonterra Management Team.

The transactions with related parties that were entered into during the year, and the year end balances that arose from those transactions are

shown below:

Key management personnel remuneration

GROUP $ MILLION

31 JULY 201831 JULY 2017

Short-term employee benefits1211

Long-term employee benefits710

Directors’ remuneration33

Total key management personnel remuneration2224

Transactions with related parties during the year

Transactions with related parties are under normal trade terms.

GROUP $ MILLION

31 JULY 201831 JULY 2017

Equity accounted investees

Revenue from the sale of goods¹11690

Sale of services²77

Royalty and other income102

Dividends received5622

Interest income from financing arrangements2–

Purchases of goods³(37)(5)

Purchases of services⁴(143)(158)

Key management personnel

Purchases of goods⁵(119)(121)

Co-operative support loans4–

Dividends paid(6)(6)

1 Goods sold are primarily commodity products.

2 Services provided include management fees.

3 Goods purchased are primarily commodity products.

4 Services provided are primarily freight services.

5 Purchases from key management personnel primarily relate to milk supplied by farmer shareholder Directors.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201849
20 RELATED PARTY TRANSACTIONS CONTINUED

Outstanding balances with related parties

GROUP $ MILLION

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Equity accounted investees

Total receivables arising from the sale or purchase of goods or services¹5222

Total receivables arising from financing arrangements²8661

Total payables arising from the sale or purchase of goods or services(32)(21)

Total payables arising from financing arrangements(1)(2)

Key management personnel

Total payables arising from the sale or purchase of goods or services³(21)(17)

Total receivables arising from Co-operative support loans25

1 There were no material provisions for impairment on the receivables from related parties.

2 Loans to related parties other than equity accounted investees are unsecured and repayable in cash on demand. Loans to equity accounted investees are unsecured

and repayable over varying terms of between three years and nine years.

3 Payables to key management personnel relate to amounts owing for milk supplied by farmer shareholder Directors.

Financial guarantees

The Group has provided financial guarantees for several equity accounted investees. The aggregate drawn down amount of equity accounted

investees’ liabilities for which the Group is jointly and severally liable is nil (31 July 2017: nil).

Transactions with related entities

As part of the administration of Trading Among Farmers, Fonterra entered into an Authorised Fund Contract to provide administrative services

in relation to the Fund and meet the operating expenses of the Fund. In addition, Fonterra has agreed to provide corporate facilities, support

functions and other services at no cost to the Fund.

Commitments

In addition to the transactions disclosed above, the Group has prospective commitments with related parties including contracts with equity

accounted investees for the supply of dairy products and energy, and the provision of various management services.

21 SUBSIDIARIES

Subsidiaries are entities controlled by the Group. Subsidiaries are consolidated from the date the Group gains control until the date on

which control ceases.

Non-controlling interests are allocated their share of profit after tax in the income statement and are presented within equity in the

statement of financial position separately from equity attributable to equity holders. The effect of all transactions with non-controlling

interests that change the Group’s ownership interest but do not result in a change in control are recorded in equity. Where control is lost,

the remaining interest in the investment is remeasured to fair value and any surplus or deficit arising from that remeasurement is

recognised in the income statement.

The Group’s subsidiaries are involved in the marketing, distribution, processing, technology or financing of dairy products. All Group

subsidiaries have a balance date of 31 July unless otherwise indicated. Subsidiaries with different balance dates from that of the Group are due

to legislative requirements in the country the entities are domiciled.

The Group holds investments in certain countries that have some limited restrictions on the repatriation of funds back to New Zealand.

This does not result in any significant restriction on the flow of funds for the Group.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201850
21 SUBSIDIARIES CONTINUED

The significant subsidiaries of the Group are listed below:

OWNERSHIP INTERESTS (%)

SUBSIDIARY NAME

COUNTRY OF INCORPORATION


AND PRINCIPAL PLACE OF BUSINESS

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Fonterra Australia Pty LimitedAustralia100100

Fonterra Brands (Australia) Pty LimitedAustralia100100

Dairy Partners Americas Brasil Limitada¹Brazil5151

Comercial Santa Elena S.A.¹Chile99.999.9

Soprole S.A.¹Chile99.999.9

Prolesur S.A.¹Chile86.2686.18

Fonterra Commercial Trading (Shanghai) Company Limited¹China100100

Fonterra (Yutian) Dairy Farm Co. Limited¹China100100

Fonterra (Ying) Dairy Company Limited¹China100100

Fonterra Brands (Hong Kong) LimitedHong Kong100100

Fonterra Brands Indonesia, PTIndonesia100100

Fonterra Brands (Malaysia) Sdn BhdMalaysia100100

Fonterra (Europe) Coöperatie U.A.Netherlands100100

Fonterra Europe Manufacturing B.V.Netherlands100100

Canpac International LimitedNew Zealand100100

Fonterra (New Zealand) LimitedNew Zealand100100

Fonterra Brands (New Zealand) LimitedNew Zealand100100

Fonterra Brands (Tip Top) LimitedNew Zealand100100

Fonterra Dairy Solutions LimitedNew Zealand100100

Fonterra Ingredients LimitedNew Zealand100100

Fonterra LimitedNew Zealand100100

RD1 LimitedNew Zealand100100

Kotahi Logistics LPNew Zealand9191

Fonterra Brands (Singapore) Pte LimitedSingapore100100

Fonterra Brands Lanka (Private) LimitedSri Lanka100100

Fonterra Middle East FZEUAE100100

Fonterra (USA) Inc.United States100100

Corporación Inlaca CAVenezuela 6060

1 Balance date 31 December.

The Group’s ownership interest of the following entities is 50 per cent or less. However, they have been consolidated on the basis that the

Group controls them through its exposure or rights to variable returns and the power to affect those returns.

OWNERSHIP INTERESTS (%)

OVERSEAS SUBSIDIARIES 50% OR LESS OWNERSHIP

COUNTRY OF INCORPORATION


AND PRINCIPAL PLACE OF BUSINESS

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Fonterra ( Japan) LimitedJapan5050

Fonterra Brands (Middle East) L.L.C.UAE4949

In addition to the entities above, Fonterra controls the Fonterra Shareholders’ Fund and Fonterra Farmer Custodian Limited and consolidates

these two entities. The trustees of the Fonterra Farmer Custodian Trust own the legal title to all of the shares of the Custodian. The Fund is a

managed investment scheme with an independent trustee. In concluding that the Group controls the Fund and the Custodian, the Directors

took into consideration that they form an integral part of the structure and operation of Trading Among Farmers.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201851
22 NET TANGIBLE ASSETS PER SECURITY

GROUP

AS AT

31 JULY 2018

AS AT

31 JULY 2017

Net tangible assets per security¹

$ per listed debt security on issue5.186.86

$ per equity instrument on issue1.942.57

Listed debt securities on issue (million)603603

Equity instruments on issue (million)1,6121,607

1 Net tangible assets represents total assets less total liabilities less intangible assets.

Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201852
Independent Auditor’s Report

TO THE SHAREHOLDERS OF FONTERRA CO-OPERATIVE GROUP LIMITED

The financial statements comprise:

–the statement of financial position as at 31 July 2018;

–the income statement for the year then ended;

–the statement of comprehensive income for the year then ended;

–the statement of changes in equity for the year then ended;

–the cash flow statement for the year then ended; and

–the notes to the financial statements, which include significant accounting policies.

OUR OPINION

In our opinion, the financial statements of Fonterra Co-operative Group Limited (the Company), including its controlled entities (the Group),

present fairly, in all material respects, the financial position of the Group as at 31 July 2018, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International

Financial Reporting Standards (IFRS).

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards on

Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

AUDITOR INDEPENDENCE

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1)

issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Bruce Hassall was appointed an Independent Director and Chair of the Audit and Finance Committee (AFC) of the Company on 2 November

2017. Bruce Hassall was Chief Executive Officer of PricewaterhouseCoopers to 30 September 2016 when he retired from the firm. At the time of

his appointment, the Board of the Company (the Board) made the decision that Bruce Hassall would not be involved in the appointment of the

Group’s auditor or the setting of audit fees for three years from the date of his appointment. Scott St John, Independent Director and member

of the AFC, would act as Chair of the AFC for these matters and the Chair of the Board will join the AFC for deliberation. In addition, the

engagement partner on the audit has direct access to the Chair of the Board to address any actual or perceived auditor independence threats.

Brent Goldsack was appointed a Director of the Company on 2 November 2017. Brent Goldsack retired as a partner of PricewaterhouseCoopers

on 22 September 2017. Brent Goldsack was not involved in the provision of any audit services to the Group during his time as a partner of

PricewaterhouseCoopers.

Bruce Hassall and Brent Goldsack had no financial relationship with PricewaterhouseCoopers upon their appointment as Directors of the Company.

Our firm carries out assurance services for the Group to assess risks and controls in relation to the Group’s food supply chain as well as other

assurance and attestation services. Partners and employees of our firm may deal with the Group on normal terms within the ordinary course of

trading activities of the Group.

These matters have not impaired our independence as auditor of the Group.

OUR AUDIT APPROACH

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from material

misstatement.

Overall Group materiality: $35 million, which represents approximately 5% of the three-year average net profit

before tax.

The Group's net profit before tax is subject to volatility due to fluctuations in the Farmgate Milk Price, commodity

prices and foreign exchange rates. Using a three-year average net profit before tax provides a more stable basis for

establishing our materiality. We used this benchmark because, in our view, it is the benchmark against which the

performance of the Group is measured by users.

We have determined that there are three key audit matters:

– Recoverability of the carrying value of goodwill and indefinite life brands for the Consumer and Foodservice

businesses in Brazil and New Zealand;

–Investment in Beingmate Baby & Child Food Co., Ltd. (Beingmate); and

–Carrying value of China Farms assets.

FONTERRA ANNUAL FINANCIAL RESULTS 201853
Independent Auditor’s Report CONTINUED

MATERIALITY

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for

the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope of our

audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on

the financial statements as a whole.

AUDIT SCOPE

We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality. In

particular, we focused on areas where significant judgements, estimates and assumptions have been made by the Directors surrounding future

events which are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls including

among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole,

taking into account the structure of the Group, the accounting processes and controls, and the industry and strategic markets in which the

Group operates. The Group has six reportable segments that reflect the Group’s management and reporting structure as viewed by the

Company’s Management Team. The financial statements are a consolidation of 150 subsidiaries and 16 equity accounted investees, comprising

the Group’s collection, processing and distribution of New Zealand milk, global sales and marketing of New Zealand and non-New Zealand

ingredients products, Fonterra Farm Source stores, Quick Service Restaurant businesses, Global Brands and Nutrition, Co-operative Affairs,

Group Services, fast-moving consumer goods, ingredients, foodservice, and farming businesses.

Of the Group’s 150 subsidiaries and 16 equity accounted investees we identified 9 subsidiaries that, due to their financially significant

contribution as well as strategic importance to the Group’s overall results, required a full-scope audit. In addition, we also performed specific

audit procedures on certain balances and transactions of other subsidiaries. Audits of each subsidiary are performed at a materiality level

calculated with reference to a proportion of Group materiality relative to the financial scale of the business concerned.

In establishing the overall approach to the Group audit, we determined the type of work to be performed at the subsidiaries by us, as the Group

engagement team, or by component auditors from other PwC network firms operating under our instruction. Where the work was performed by

component auditors, we determined the level of involvement we needed to have in the audit work at those subsidiaries to be able to conclude

whether sufficient appropriate audit evidence had been obtained to provide a basis for our opinion on the financial statements as a whole. This,

together with additional procedures performed at the Group level, provided us with the audit evidence we needed for our opinion on the

financial statements as a whole.

New Zealand sourced cost of milk supplied by farmer shareholders comprises the volume of milk solids supplied at the Farmgate Milk Price as

determined by the Board of Directors for the relevant season. In making that determination the Board takes into account the Farmgate Milk

Price calculated in accordance with the Farmgate Milk Price Manual, which is independently audited. The Fonterra Farmgate Milk Price

Statement sets out information about the Farmgate Milk Price, and how it is calculated by Fonterra. It can be found in the ‘Investors/Farmgate

Milk Prices’ section of the Company’s website.

FONTERRA ANNUAL FINANCIAL RESULTS 201854
Independent Auditor’s Report CONTINUED

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit matter

1. Recoverability of the carrying value of goodwill and indefinite life brands for the Consumer and Foodservice businesses in Brazil and New Zealand

Indefinite life intangible assets (goodwill and brands) are disclosed

within note 15 (pages 26 to 28) of the financial statements.

Management tests for impairment of these assets on an annual

basis by performing a value in use assessment using a discounted

cash flow model based on forecast future performance. The

recoverability of these assets are therefore dependent on achieving

sufficient future cash flows.

Forecast cash flows are judgemental and influenced by factors such

as regulatory and economic environments. As these assets are

spread across a broad range of economic markets, there are a

number of different factors and judgements that can influence the

impairment assessment.

The preparation of forecast cash flows also requires the application

of significant judgement over key assumptions such as revenue

growth, productivity savings, other costs impacting earnings,

discount rates, and long-term growth rates.

Consumer and Foodservice Brazil:

The economy and the Consumer and Foodservice business in Brazil

are slowly recovering from an economic downturn. Our audit

focused on the Consumer and Foodservice Brazil cash generating

unit (CGU) impairment assessment.

The carrying value of the indefinite lived intangible assets held in

the Brazil CGU amounts to $378 million, which represents

approximately 14% of the Group’s indefinite life intangible assets.

Consumer and Foodservice New Zealand:

Due to significant operational challenges during the past two financial

years impacting the current performance and potential future cash

flows of this business, our audit focused on the Consumer and

Foodservice New Zealand CGU impairment assessment.

The carrying value of the indefinite lived intangible assets held in

the New Zealand CGU amounts to $1,004 million, which represents

approximately 37% of the Group’s indefinite life intangible assets.

We performed the following audit procedures in relation to the Brazil

and New Zealand CGU impairment assessments:

–held discussions with management and understood the processes

undertaken and basis for determining key assumptions in preparing

the forecast cash flows;

–evaluated the assumptions and methodologies used; and

–challenged management on key assumptions, including earnings

growth, discount rates and long-term growth rates.

In relation to forecast cash flows for those CGUs we performed the

following procedures:

–compared these cash flows to the three year Fonterra Board

approved business plan and understood the processes undertaken

by the Directors to approve the plan;

–understood and assessed growth rates applied to the forecast

cash flows beyond the business plan which has a combination of

continued growth from strategic initiatives and industry forecasts;

–understood the differences between historical and budgeted

performance to assess the accuracy of the budgeting process in

previous years and considered the impact on forecast earnings; and

–understood and assessed the commercial prospects of achieving key

strategic and operational initiatives and future plans in the Brazil

and New Zealand CGUs given that impairment assessments are

most sensitive to cash flows from these initiatives, by agreeing these

to detailed supporting analyses prepared by management.

In relation to discount rates and long-term growth rates, we assessed

the economic and industry forecasts in those markets, and cost of

capital and other inputs to comparable organisations globally.

We have developed independent point estimates and derived a range

of acceptable outcomes by considering the level of estimation

uncertainty inherent in the Brazilian and New Zealand markets

respectively to evaluate management’s value in use assessment.

We also considered the appropriateness of disclosures in relation to

intangible assets.

FONTERRA ANNUAL FINANCIAL RESULTS 201855
Independent Auditor’s Report CONTINUED

KEY AUDIT MATTERS CONTINUED

Key audit matterHow our audit addressed the key audit matter

2. Investment in Beingmate Baby & Child Food Co., Ltd. (Beingmate)

As disclosed in the basis of preparation (page 7) and within note

16 (pages 29 to 30) of the financial statements, the Group holds

an 18.8% share in Beingmate, an entity listed on the Shenzhen

Stock Exchange. The entity is an equity accounted investee.

Beingmate’s share price has continued to trade below

both the share price at the time the Group acquired its

investment and the base share price used in the impairment

assessment at 31 July 2017. As a result an impairment loss of

$405 million was recognised in the period (after share of losses

of $34 million and foreign currency translation movements of

$26 million).

A fair value less cost to sell methodology was used to determine

the recoverable amount of the investment and the associated

impairment loss which was recognised at 31 January 2018.

The carrying value of the investment in Beingmate at year

end is supported by an impairment assessment performed as at

31 July 2018.

Our audit procedures in relation to the Group’s investment in Beingmate

considered the carrying value of the investment at 31 July 2018, in

particular, the determination of the base share price and the determination

of the premium above the base share price which a market participant

might pay to acquire a long-term strategic investment of a similar size to

Beingmate (the net premium).

In relation to the net premium, we performed the following audit procedures:

–understood considerations and assumptions applied in deriving the net

premium, including benefits from the long-term strategic investment;

–considered the impact of Beingmate’s reported losses for the financial

year ended 31 December 2017, and the results for the half year ended

30 June 2018 on the net premium; and

–compared the net premium against comparable market acquisition premia

where strategic market penetration and synergies were evidenced.

In respect of the base share price, we assessed the appropriateness and

sensitivity of using a 30 day volume weighted average share price (VWAP).

We independently developed a range of acceptable outcomes by

incorporating estimation uncertainty appropriate for the market. Based on

our work, the valuation of Beingmate fell within the range of reasonable

outcomes we considered.

We also considered the appropriateness of disclosures in relation to the

Group’s investment in Beingmate.

Key audit matterHow our audit addressed the key audit matter

3. Carrying value of China Farms assets

As disclosed within note 13 (page 24) of the financial statements,

an impairment assessment was performed on the China Farms

assets to support its carrying value.

Management determined the recoverable amount of the China

Farms assets by estimating its value in use.

Our audit focused on this area as there is limited headroom and a

number of judgements are made in forecasting China milk prices

and determining an appropriate discount rate to be applied.

We performed the following audit procedures in relation to the China Farms

assets impairment assessment:

–held discussions with management and understood the processes

undertaken and basis for determining key assumptions in preparing the

forecast cash flows; and

–challenged management on key assumptions, including forecast China

milk prices and discount rates.

The forecast cash flows are highly sensitive to forecast China milk prices.

A marginal decline in forecast China milk prices will result in

an impairment. In relation to the forecast cash flows we have:

–compared forecast cash flows to the three year Fonterra Board

approved business plan and understood the processes undertaken by

the Directors to approve the plan;

–understood the difference between historical and budgeted

performance to assess the accuracy of the budgeting process in

previous years and considered the impact on forecast earnings; and

–compared management’s assumption of forecast China milk prices against

the average selling price achieved during the year, as well as to forecast

China milk price assumptions observable from other market participants.

We evaluated the discount rate with the assistance of our auditor’s valuation

expert and compared the inputs to comparable organisations globally.

We developed an independent point estimate and derived a range of

acceptable outcomes by considering the level of estimation uncertainty

inherent in the Chinese market, with the assistance of our auditor’s valuation

experts, to evaluate management’s value in use assessment.

We also considered the appropriateness of disclosures in relation to the

impairment assessment of the China Farms assets.

FONTERRA ANNUAL FINANCIAL RESULTS 201856
Independent Auditor’s Report CONTINUED

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The Directors are responsible for the Annual Report. Our opinion on the financial statements does not cover the other information included

in the Annual Report and we do not, and will not, express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information in the Annual Report and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the

date of this auditor’s report, 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.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance

with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

WHO WE REPORT TO

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those matters

which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for

the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Jonathan Skilton.

For and on behalf of:

Chartered Accountants

Auckland

12 September 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201857
Statutory Information

FOR THE YEAR ENDED 31 JULY 2018

EQUITY SECURITIES HELD AT BALANCE DATE

In accordance with Rules of the Fonterra Shareholders’ Market (FSM) Rule 9.4.4(c), the following table identifies the Equity Securities in which

each Director has a Relevant Interest as at 31 July 2018.

UNITS ISSUED BY THE 

FONTERRA SHAREHOLDERS’ FUND¹CO-OPERATIVE SHARES

Brent Goldsack–280,029

Andrew Macfarlane122,150813,301

John Monaghan–140,179

Nicola Shadbolt11,000375,705

Donna Smit11,8191,187,862

Ashley Waugh–115,812

John Wilson–4,577,543

1 Units issued by the Fonterra Shareholders’ Fund may be converted to Co-operative shares.

A ‘Relevant Interest’ in Fonterra securities which is required to be disclosed is explicitly defined in the Financial Markets Conduct Act 2013.

To qualify as a Farmer Elected Director under the Fonterra Constitution a person must be a shareholder, a shareholder of a company that is a

shareholder, a member of a partnership that is a shareholder, or have a legal or beneficial interest in, or a right or entitlement to participate

directly in the distributions of, a body corporate that is a shareholder of Fonterra.

Given the variety of ways that farmer shareholders can organise their interests, it is possible for Fonterra Elected Directors to have an interest

in Fonterra shares without this being a ‘Relevant Interest’ as defined in the Financial Markets Conduct Act 2013.

All current Elected Directors have relevant interests in Fonterra shares, some also have interests in Fonterra shares which are not within the

definition of ‘Relevant Interest’ in the Financial Markets Conduct Act 2013 and those interests are not disclosed above.

CO-OPERATIVE STATUS

In accordance with section 10 of the Co-operative Companies Act 1996, the Directors of Fonterra unanimously resolved on 22 August 2018 that

the Company was, for the year ended 31 July 2018 a co-operative company. The opinion was based upon the fact that:

• Throughout that period the principal activities of the Company have been the activities stated in clause 1.3 of the Company’s constitution:

–the manufacture and sale of butter, cheese, dried milk, casein, or any other product derived from milk or milk solids supplied to the

Company by its shareholders;

–the sale to any person of milk or milk solids supplied to the Company by its shareholders;

–the collection, treatment, and distribution for human consumption of milk or cream supplied to the Company by its shareholders.

• Each of the Company’s principal activities are co-operative activities (as defined in section 3 of the Co-operative Companies Act 1996).

• Throughout that period not less than 60 per cent of the voting rights attaching to shares in the Company have been held by transacting

shareholders (as defined in section 4 of the Co-operative Companies Act 1996).

FONTERRA ANNUAL FINANCIAL RESULTS 201858
REMUNERATION OF DIRECTORS

The total remuneration and value of other benefits received by each Director in the 12-month period from 1 August 2017 to 31 July 2018 are

scheduled below:

BOARD

FEES

COMMITTEE

CHAIR FEES

TRAVEL

ALLOWANCE

TOTAL

REMUNERATION ($)

Clinton Dines172,474172,474

Ian Farrelly42,51942,519

Brent Goldsack130,994130,994

Leonie Guiney 42,51942,519

Bruce Hassall (Chair of the Audit and Finance Committee, part year)130,99425,742156,736

Simon Israel 172,474110,000282,474

David Jackson (Chair of the Audit and Finance Committee, part year)42,5197,75050,269

Andrew Macfarlane130,994130,994

David MacLeod 42,51942,519

John Monaghan (Chair of the Co-operative Relations Committee)172,47433,989206,463

Nicola Shadbolt (Chair of the Risk Committee, part year)172,47425,239197,713

Donna Smit172,474172,474

Scott St John (Chair of the Milk Price Panel)172,47433,989206,463

Ashley Waugh (Chair of the Risk Committee, part year)172,4748,750181,224

John Wilson (Chairman of the Board of Directors)423,685423,685

1 The Board has approved the payment to Mr Israel of a travel allowance of $10,000 per meeting to travel to and from New Zealand to attend Board meetings.

SUBSIDIARY COMPANY DIRECTORS

The following companies were subsidiaries of Fonterra as at 31 July 2018. Directors as at that date are listed; those who resigned during the year

are denoted with an R. Alternate Directors are denoted with an A.

Canpac International Limited:

G A Duncan, M R Spiers (R), P D Wynen

Dairy Industry Superannuation

Scheme Trustee Limited:

M A Apiata-Wade, B J Kerr, T P McGuinness,

D W C Scott, A K Williams, P D Wynen,

A J Lawton

Fonterra (Delegated Compliance

Trading Services) Limited:

G A Duncan, S D T Till

Fonterra (International) Limited:

G A Duncan, C E Rowe

Fonterra (Kotahi) Limited:

M E Leslie (R), R J Spurway, R G Carlyle

Fonterra (Middle East) Limited:

G A Duncan, P D Washer

Fonterra (New Zealand) Limited:

G A Duncan, C E Rowe

Fonterra (North Asia) Limited:

G A Duncan, S D T Till

Fonterra Brands (New Zealand) Limited:

M R Cronin, L M Clement (R), J C M Fair

Fonterra Brands

(Tip Top Investments) Limited:

G A Duncan, K M Turner

Fonterra Brands (Tip Top) Limited:

M R Cronin, L M Clement (R), J C M Fair

Fonterra Commodities Limited:

G A Duncan, B M Turner

Fonterra Dairy Solutions Limited:

G A Duncan, R McNickle

Fonterra Equities Limited:

G A Duncan, S D T Till

Fonterra Farming Ventures Limited:

G A Duncan, J P Minkhorst (R), M W Hurrell

Fonterra Finance Corporation Limited:

G A Duncan, S D T Till

Fonterra Holdings (Americas) Limited:

G A Duncan, R M Kennerley (R), B Mealings

Fonterra Holdings (Brazil) Limited:

G A Duncan, R M Kennerley (R), B Mealings

Fonterra Holdings (Venezuela) Limited:

G A Duncan, R M Kennerley (R), B Mealings

Fonterra Ingredients Limited:

G A Duncan, L J Paravicini

Fonterra Limited:

K A Wickham, R J Spurway

Fonterra PGGRC Limited:

G A Duncan, J P Minkhorst (R), M Piper

Fonterra TM Limited:

G A Duncan, S D T Till

Glencoal Energy Limited:

G A Duncan, M R Spiers (R), P D Wynen

GlobalDairyTrade Holdings Limited:

G A Duncan, L J Paravicini

Kotahi GP Limited:

M E Leslie (R), R J Spurway, R M Kennerley (R),

G P Howie (R), D G Boulton, J C M Fair,

R G Carlyle, B Mealings

MIH Limited:

G A Duncan, J P Minkhorst (R), M W Hurrell

Milktest GP Limited:

P G Brown, M E Leslie, R G Townshend,

T A Winter, P D S Grave, J T Powell (R),

R A McPhillips

MyMilk Limited:

M W Hurrell, R M Kennerley (R), B Mealings

New Zealand Dairy Board:

G A Duncan, C E Rowe

New Zealand Milk (International) Limited:

G A Duncan, L J Paravicini

New Zealand Milk Brands Limited:

G A Duncan, S D T Till

NZAgbiz Limited:

G A Duncan, J P Minkhorst (R), M W Hurrell

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201859
RD1 Limited:

J P Minkhorst (R), K M Turner,

M W Hurrell (R), R Allen

SAITL Limited:

B Greaney (R), M E Leslie, T A Winter

Tangshan Dairy Farm (NZ) Limited:

G A Duncan, K A Wickham (R), M R Cronin

Whareroa Co-Generation Limited:

G A Duncan, M R Spiers (R), P D Wynen

Anchor Insurance Pte. Limited [Singapore]:

L J Paravicini (R), S S Herbert, C L Khoon (A)(R),

R M Kennerley (R), B Mealings,

G A Duncan, H N Toh (A)

Anmum (Malaysia) Sdn. Bhd. [Malaysia]:

J M Porraz (R), J Ling (R), F Spinelli,

V Sivaraja, J Oh

Auckland Limited [Barbados]:

M F Maldonado, A Turnbull, L Hartmann,

F Spinelli, L J Paravicini

Australasian Food Holdings Pty Limited

[Australia]:

G A Duncan, A Maharaj, R Dedoncker

Bonland Cheese Trading Pty Ltd [Australia]:

G A Duncan, A Maharaj, R Dedoncker

Comercial Dos Alamos S.A. [Chile]:

J C Petersen, R Waldspurger, M Kunstmann

Comercial Santa Elena S.A. [Chile]:

H Covarrubias Lalanne (R), J Barria,

E Aldunate, W E Flen Silva

Corporación Inlaca C.A [Venezuela]:

M F Maldonado, M M Perez (R), J R Odon (R),

F C Ortega, L J Paravicini, J M Pinto

Dairy Enterprises (Chile) Limitada [Chile]:

R Sepúlveda Seminario, J P Egaña Bertoglia

(A), F Spinelli, G A Duncan, R Lavados (A),

P L Linhares (A)

Dairy Enterprises International (Chile)

Limited [Cayman Islands]:

M P Campbell, G A Duncan

Dairy Partners Americas Brasil Limitada

[Brazil]:

M J L Barros, L P L Rivero, F A Sporques (R),

L Medeiros (R), F Goncalves, D S Oliveira (R),

R Gurrero Leal, M Favoretto, F Silveira

Dairy Partners Americas Nordeste-

Productos Alimenticios Ltda [Brazil]:

M J L Barros, F A Sporques (R), L P L Rivero,

L Medeiros (R), F Goncalves, D S Oliveira (R),

R Gurrero Leal, M Favoretto, F Silveira

Dairymas (Malaysia) Sdn Bhd [Malaysia]:

J M Porraz (R), J Ling (R), F Spinelli, V

Sivaraja, J Oh

Darnum Park Pty Ltd [Australia]:

G A Duncan, R Dedoncker, A Maharaj

Falcon Dairy Holdings Limited

[Hong Kong]:

R M Kennerley (R), J F Ginascol, R O Frey,

M P Campbell, M W Hurrell

Fast Forward FFW Limited

[United Kingdom]:

M P Campbell, H Huistra, M Gallagher,

A Waugh, K Baine

Fazenda MIH Ltda [Brazil]:

M P Bueno, G Nascimento

Fonterra (Brasil) Ltda [Brazil]:

M P Bueno, G Nascimento, M J L Barros

Fonterra (Canada), Inc. [Canada]:

G A Duncan, B Kipping, B M Ryan, J P Coote

Fonterra (China) Limited [Hong Kong]:

G A Duncan, C Zhu, M Namboodiri

Fonterra (CIS) Limited Liability Company

[Russian Federation]:

M Bates

Fonterra (Europe) Coöperatie U.A.

[Netherlands]:

G A Duncan, H Huistra, A Wright (R), M Erol

Fonterra (Europe) GmbH [Germany]:

A Wright

Fonterra (France) SAS [France]:

H Huistra

Fonterra (Ing.) Limited [Mauritius]:

G Lee, B M Ryan

Fonterra ( Japan) Limited [Japan]:

K Kumagai, H Ono, Y Saito, K Ueta (R),

B M Ryan, K A Wickham, A Okuyama

Fonterra (Korea) Limited [Korea]:

G A Duncan, Y Saito, J Murney

Fonterra (Logistics) Ltd [United Kingdom]:

G R Sharma, A Wright (R), M Erol

Fonterra (Mexico) S.A. de C.V. [Mexico]:

G A Duncan, L Barona Mariscal (A),

F R Camacho (A), J P Coote, J A Del Rio,

E P G R Gil (A)

Fonterra (SEA) Pte. Ltd. [Singapore]:

H Gowans, A Aggarwal

Fonterra (Thailand) Limited [Thailand]:

K Vunthanadit, A Aggarwal

Fonterra (USA) Inc. [United States]:

G A Duncan, B M Ryan, J P Coote,

N R Christiansen

Fonterra (Ying) Dairy Farm Company

Limited [China]:

R M Kennerley, G A Duncan, H Berghorst

Fonterra (Yutian) Dairy Farm Company

Limited [China]:

R M Kennerley, G A Duncan, H Berghorst

Fonterra Argentina S.R.L. [Argentina]:

L P Wiener

Fonterra Australia Pty Ltd [Australia]:

G A Duncan, R Dedoncker, A Maharaj

Fonterra Beijing Farm Management

Consulting Company Limited [China]:

R M Kennerley, A van der Nagel, L O’Neil

Fonterra Brands (Asia Holdings) Pte. Ltd

[Singapore]:

M R Cronin, S I Ahmed, A Dasgupta

Fonterra Brands (Australia) Pty Ltd

[Australia]:

G A Duncan, R Dedoncker, A Maharaj

Fonterra Brands (Far East) Limited

[Hong Kong]:

G A Duncan, M Namboodiri (R),

S C Deschamps (R), P D Washer

Fonterra Brands (Guangzhou) Ltd [China]:

K A Wickham, A R R Kasireddy (R),

R M Kennerley (R), T T Lye, P A Turner

Fonterra Brands (Guatemala), S.A.

[Guatemala]:

A J Cordner, G A Duncan

Fonterra Brands (Hong Kong) Limited

[Hong Kong]:

G A Duncan, M Namboodiri (R),

S C Deschamps (R), P Washer

Fonterra Brands (Malaysia) Sdn Bhd

[Malaysia]:

J M Porraz (R), J Ling (R), F Spinelli,

V Sivaraja, J Oh

Fonterra Brands (New Young) Pte. Ltd.

[Singapore]:

Y Lin, C Lin, J Ling, S C Deschamps (R), Y Li,

A Dasgupta, P D Washer

Fonterra Brands (Singapore) Pte. Ltd

[Singapore]:

M R Cronin, A Dasgupta

Fonterra Brands (Thailand) Ltd [Thailand]:

P A Richards, P Oh (R), F Spinelli, S Totana,

S Pronanut

Fonterra Brands (Viet Nam) Company

Limited [Vietnam]:

A Renard (R), F Spinelli, P Richards

Fonterra Brands Indonesia, PT [Indonesia]:

A Afiffudin (R), M Namjoshi, S R Shashi,

D M Infani, J Chow, F Spinelli

Fonterra Brands Lanka (Private) Limited

[Sri Lanka]:

J H P Gallage, S Sethi, F Spinelli

Fonterra Brands Manufacturing Indonesia,

PT [Indonesia]:

M A Nasution, T A Siswanto, M Namjoshi,

S R Shashi, J Chow, F Spinelli

Fonterra Brands Myanmar Co Ltd

[Myanmar]:

G A Duncan, P Richards

Fonterra Brands Phils. Inc. [Philippines]:

L T Barin, R A Mendoza, E T Ogsimer (R),

S Choo (R), M T Boness, F Spinelli,

L De Velez, R Cook

Fonterra Chile SpA

R Sepulveda Seminario, F Spinelli,

G A Duncan, J P Egana Bertoglia (A),

R Lavados (A), P L Linhares (A)

Fonterra Commercial Trading (Shanghai)

Company Limited [China]:

G A Duncan, R Allen, J Ruan,

S C R Deschamps (R), C Zhu, P D Washer

Statutory Information

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201860
Fonterra Egypt Limited [Egypt]:

G A Duncan, A Anwar

Fonterra Europe Manufacturing B.V.

[Netherlands]:

H Berghorst (R), C E Rowe, D Crabbe

Fonterra Europe Manufacturing Holding

B.V. [Netherlands]:

G A Duncan, H Huistra

Fonterra Foodservices (USA), Inc.

[United States]:

G A Duncan, J P Coote, N R Christiansen

Fonterra Global Business Services Asia

Sdn Bhd [Malaysia]:

J Ling (R), J M Porraz (R), V Sivaraja, J Oh

Fonterra India Private Limited [India]:

K M Turner, H D Gowans, S G Matthews

Fonterra Ingredients Australia Pty Ltd

[Australia]:

G A Duncan, A Maharaj, R Dedoncker

Fonterra Investments Netherlands

Coöperatie U.A. [Netherlands]:

H Huistra, B M Ryan (R), G A Duncan

Fonterra Middle East FZE [United Arab

Emirates]:

G A Duncan, A M Fitzsimmons

Fonterra MIH Holdings Brasil Ltda [Brazil]:

M P Bueno, G Nascimento

Fonterra Milk Australia Pty Ltd [Australia]:

G A Duncan, A Maharaj, R Dedoncker

Fonterra Tangshan Dairy Farm (HK)

Limited [Hong Kong]:

R M Kennerley (R), H Berghorst, M W Hurrell

Fonterra Venezuela, S.A. [Venezuela]:

F C Ortega Becea, G A Duncan, M M Perez

Inversiones Dairy Enterprises S.A. [Chile]:

J P Egaña Bertoglia (A), R Sepúlveda

Seminario, F Spinelli, R Lavados (A),

P L Linhares (A), G A Duncan

Key Ingredients, Inc. [United States]:

G A Duncan, B M Ryan, J P Coote,

N R Christiansen

Lactaid Holdings Ltd [Barbados]:

M F Maldonado, A D Turnbull, L Hartmann,

F Spinelli, L J Paravicini

Lacven Corp [Barbados]:

M F Maldonado, A Turnbull, L Hartmann,

L J Paravicini, F Spinelli

Milk Products Holdings (Middle East) EC

[Bahrain]:

G A Duncan, A Fitzsimmons (R), F Spinelli,

G Amade

Milk Products Holdings (North America)

Inc. [United States]:

B M Ryan, J P Coote, N R Christiansen

New Tai Milk Products Co Ltd [Taiwan]:

C Lee, G Lee, M Lee, B M Ryan, J H Priem (R),

K Lee, K A Wickham, T Chow

New Zealand Milk (Australasia) Pty Ltd

[Australia]:

G A Duncan, A Maharaj, R Dedoncker

New Zealand Milk (Barbados) Ltd [Barbados]:

G A Duncan, F Spinelli

New Zealand Milk (LATAM) Ltd [Bermuda]:

G A Duncan, F Spinelli

New Zealand Milk Products (Ethiopia)

SC [Ethiopia]:

A Fitzsimmons (R), M Woodward, A B Abubeker,

M B Abubeker, F Spinelli, G Amade

Newdale Dairies (Private) Limited

[Sri Lanka]:

J H P Gallage, S Sethi, F Spinelli

NZMP (AEM) Ltd [United Kingdom]:

G R Sharma, A Wright (R), M Erol

NZMP Fonterra Nigeria Limited [Nigeria]:

G A Duncan, H Huistra

Pure Source Dairy Farm Company Limited

[Hong Kong]:

R M Kennerley (R), J F Ginascol, Y Chen (R),

H Berghorst, M W Hurrell, D LiYan

Sociedad Agrícola y Lechera Praderas

Australes S.A. (“Pradesur”) [Chile]:

J C Petersen, R Waldspurger, M Kunstmann

Sociedad Procesadora de Leche Del

Sur S.A. [Chile]:

E Alcalde Undurraga (A), J Milic Barros,

A J R Valente Vias (R), G Varela (R),

J M Alcalde Undurraga (A),

G Jiménez Barahona (A)(R),

J P Matus Pickering (A)(R), S Oddo Gómez (A),

C Perez-Cotapos Subercaseaux (A),

J P Egana Bertoglia (A)(R), T Walker Prieto,

R Lavados McKenzie (A), M W Hurrell,

A Tagle, S Diez Arriagada, J C M Fair,

G Grez Jordan (A), A Montaner (A),

C Herrera Barriga (A)

Solid Fresh Food & Beverage (M) Sdn. Bhd.

[Malaysia]:

J M Porraz, J Ling, F Spinelli

Soprole Inversiones SA [Chile]:

J R Valente Vias (R), G Varela Alfonso (R),

S Diez Arriagada (A)(R), C Herrera Barriga (A)

(R), R Sepúlveda Seminario (A),

R Tisi Lanchares (A)(R), L J Paravicini,

F Spinelli, P L Linhares (A), R Carneiro,

H Covarrubias Lalanne, J P Egana,

J P Matus Pickering (A), J C Sanchez (A),

J A Parodi (A)

Soprole S.A. [Chile]:

J R Valente Vias (R), G Varela Alfonso (R),

C Herrera Barriga (A)(R),

R Sepúlveda Seminario (A),

R A Tisi Lanchares (A)(R), S Diez Arriagada

(A)(R), L J Paravicini, R Carneiro,

F Spinelli, P L Linhares (A),

J P Matus Pickering, H Covarrubias Lalanne,

J P Egana (A), J C Sanchez (A), J A Parodi (A)

Tangshan Fonterra Dairy Farm Ltd [China]:

R M Kennerley (R), G A Duncan, H Berghorst,

Q Jiang, M W Hurrell

Unifood Holding B.V. [The Netherlands]:

H Huistra, M Bates, M Ivanov, A Sirotinin

Unifood LLC [Russian Federation]:

H Huistra, M Bates, M Ivanov, A Sirotinin

United Milk Tasmania Pty Limited

[Australia]:

G A Duncan, A Maharaj, R Dedoncker

REMUNERATION FRAMEWORK

A well-designed remuneration framework helps the Co-operative attract and retain talent, and both motivates and recognises the role our

people play in the success of the Co-operative.

Fonterra’s remuneration framework for salaried staff is based on a ‘total remuneration’ approach, which is consistent with best practice globally.

This includes base salary, benefits (superannuation and insurance), and variable remuneration (incentives).

The amounts we pay to our employees are benchmarked against comparable companies in relevant markets, using information obtained from

independent remuneration consultants. Adjustments to packages may occur on a cyclical basis, such as an annual salary review, or on an

as-needed basis to recognise additional responsibilities.

The framework is designed to take into account budget targets and restraints, market conditions, internal equity, and governance factors such

as local legislation, as well as taking into account individual performance.

Fonterra’s incentive programmes are designed to drive the Co-operative’s performance by:

• Focusing on the Co-operative’s primary objective of maximising returns for its farmer shareholders;

• Promoting collaboration and a one team approach to achieve Fonterra’s goals;

• Establishing targets which are challenging yet achievable; and linked to team (such as business unit) and group performance.

At the end of each financial year, performance is reviewed and incentive payments are approved by the People, Culture and Safety (“PCS”)

Committee at its discretion. The Committee retains absolute discretion in respect to payments for all incentive schemes.

Further detail on Fonterra’s remuneration framework can be found in the Corporate Governance section of the Annual Review on page 70.

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201861
EMPLOYEE REMUNERATION

The Group operates in a number of countries where remuneration market levels differ widely. During the year ended 31 July 2018, the number of

employees, not being Directors of Fonterra, who received remuneration, incentives, and other benefits (including superannuation and allowances

etc) exceeding $100,000 was as follows:

REMUNERATION RANGENEW

ZEALAND

1

OFFSHORE

2

CESSATIONS

3

TOTAL

$100,000 $110,000 1,074179451,298

$110,001 $120,000 888212351,135

$120,001 $130,000 56024820828

$130,001 $140,000 27917114464

$140,001$150,000 18917717383

$150,001 $160,000 1579610263

$160,001 $170,000 1379511243

$170,001 $180,000 114698191

$180,001 $190,000 96586160

$190,001 $200,000 74438125

$200,001 $210,000 5134590

$210,001$220,000 5225380

$220,001 $230,000 38201068

$230,001 $240,000 3330467

$240,001$250,000 2819249

$250,001$260,000 2519448

$260,001 $270,000 1318334

$270,001 $280,000 1813334

$280,001 $290,000 2312−35

$290,001 $300,000 2014236

$300,001 $310,000 1719−36

$310,001$320,000 1211225

$320,001 $330,000 814−22

$330,001$340,000 1015227

$340,001$350,000 58−13

$350,001$360,000 58−13

$360,001$370,000 73313

$370,001 $380,000 64−10

$380,001$390,000 45211

$390,001$400,000 96−15

$400,001 $410,000 65112

$410,001$420,000 3317

$420,001$430,000 −819

$430,001$440,000 3418

$440,001$450,000 35−8

$450,001$460,000 24−6

$460,001$470,000 4217

$470,001 $480,000 14−5

$480,001$490,000 21−3

$490,001 $500,000 33−6

$500,001 $510,000 13−4

$510,001$520,000 2215

$520,001$530,000 21−3

$530,001$540,000 1−−1

$540,001$550,000 11−2

$550,001 $560,000 13−4

$560,001 $570,000 1−−1

$570,001$580,000 −112

$580,001 $590,000 23−5

$590,001 $600,000 11−2

$600,001$610,000 11−2

$610,001$620,000 1−12

1 Includes employees employed in New Zealand during the reporting period.

2 Includes employees employed in an offshore operation during the reporting period. Amounts paid in foreign currency have been translated at the average conversion rate for

the period. As Fonterra has a significant offshore population, the number of offshore employees exceeding the fixed figure of $100,000 increases if the New Zealand dollar

currency weakens significantly. Should the New Zealand dollar strengthen against those markets’ currencies, these same individuals may not be reported in future lists.

3 Cessations include employees that have been terminated or retired during the period. The amounts paid to former employees include salary and bonuses for the current

period, prior period bonuses that have been paid in the current period (which were accrued at 31 July 2017) and termination entitlements including those arising from

employment arrangements entered into by legacy companies prior to the formation of Fonterra.

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

REMUNERATION RANGENEW

ZEALAND

1

OFFSHORE

2

CESSATIONS

3

TOTAL

$620,001 $630,000 11−2

$630,001 $640,000 2−−2

$640,001$650,000 12−3

$650,001 $660,000 1−−1

$660,001 $670,000 11−2

$670,001$680,000 −1−1

$680,001$690,000 21−3

$690,001 $700,000 1−12

$700,001 $710,000 1−−1

$710,001$720,000 3−−3

$720,001 $730,000 11−2

$730,001 $740,000 12−3

$740,001 $750,000 22−4

$750,001 $760,000 1−−1

$760,001 $770,000 1−−1

$770,001$780,000 −1−1

$780,001 $790,000 13−4

$790,001 $800,000 1−−1

$840,001 $850,000 1−−1

$850,001$860,000 1−−1

$860,001 $870,000 1−−1

$870,001$880,000 1−−1

$880,001$890,000 1−−1

$910,001 $920,000 1−−1

$920,001 $930,000 1−−1

$930,001 $940,000 −112

$970,001 $980,000 −1−1

$980,001 $990,000 −1−1

$990,001 $1,000,000 −2−2

$1,000,001 $1,010,000 1−−1

$1,020,001 $1,030,000 11−2

$1,040,001 $1,050,000 −1−1

$1,100,001 $1,110,000 1−12

$1,170,001 $1,180,000 1−−1

$1,210,001 $1,220,000 1−−1

$1,270,001 $1,280,000 −1−1

$1,290,001 $1,300,000 1−−1

$1,330,001 $1,340,000 −1−1

$1,350,001$1,360,000 −1−1

$1,440,001 $1,450,000 1−−1

$1,520,001 $1,530,000 −1−1

$1,560,001 $1,570,000 −1−1

$1,760,001 $1,770,000 −1−1

$1,790,001 $1,800,000 1−−1

$1,860,001 $1,870,000 1−−1

$1,910,001 $1,920,000 −1−1

$2,160,001 $2,170,000 1−−1

$2,760,001$2,770,000 1−−1

$3,110,001 $3,120,000 1−−1

$3,380,001 $3,390,000 1−−1

$8,070,001 $8,080,000 1−−1

Totals 4,0351,7292305,994

FONTERRA ANNUAL FINANCIAL RESULTS 201862
CURRENT CREDIT RATING STATUS

Standard & Poor’s long term rating for Fonterra is A- with a rating outlook of stable. Fitch’s long and short term default rating is A with a rating

outlook of stable. Retail Bonds have been rated the same as the Company’s long term rating by both Standard & Poor’s and Fitch. Capital Notes

which are subordinate to other Fonterra debt issued are rated BBB+ by Standard & Poor’s and A- by Fitch.

EXCHANGE RULINGS AND WAIVERS

NZX Limited (NZX) has ruled that Capital Notes do not constitute ‘equity securities’ under the NZX Main Board/Debt Market Listing Rules

(‘Rules’). This means that where Capital Notes are quoted on NZX’s Debt Market (‘NZDX’), the Company is not required to comply with certain

Rules which apply to an issuer of quoted equity securities.

The Company was issued with a waiver of Rule 11.1.1 to enable it to decline to accept or register transfers of Capital Notes (NZDX listed debt

securities FCGHA) if such transfer would result in the transferor holding or continuing to hold Capital Notes with a face value or principal

amount of less than $5,000 or if such transfer is for an amount of less than $1,000 or not a multiple thereof. The effect of this waiver is that the

minimum holding amount in respect of the Capital Notes will at all times be $5,000 in aggregate and can only be transferred in multiples

of $1,000.

Fonterra Co-operative Group Limited (Fonterra) was issued with a ruling in respect of Rule 1.7.1(d) of the Fonterra Shareholders’ Market Rules on

27 June 2017 by NZX. The effect of this ruling was to not preclude the appointment of Mr Bruce Hassall to the position of an Independent

Director of Fonterra by virtue of a child of Mr Hassall being employed in a non-decision making and non-senior role at Fonterra.

Fonterra was issued with a ruling in respect of Rule 5.1.2(c) on 22 November 2016 by NZX. The effect of this ruling is that Fonterra’s internal

governance resolutions are considered to be matters that do not require the NZX to approve a notice of meeting under Rule 5.1.1.

Fonterra was issued with a waiver of Rule 3.2.1(c) on 31 August 2016 by the NZX, to the extent that such Rule requires Fonterra to have a

minimum of two Independent Directors or, if Fonterra has eight or more Directors, three or one-third of the total number of Directors,

whichever is greater. This waiver was granted in connection with the resignation of Mr John Waller and applied for a period ending on the earlier

of the appointment of a new Independent Director or three months from the date of the waiver.

NZX TRADING HALTS

No trading halts were placed on Fonterra securities by NZX Regulation in the financial year ended 31 July 2018.

STOCK EXCHANGE LISTINGS

Fonterra’s co-operative shares are listed and quoted on the Fonterra Shareholders’ Market (operated by NZX Limited for Fonterra) under the

code ‘FCG’. Fonterra has two issues of retail bonds listed and quoted on the NZDX under the codes ‘FCG030’ and ‘FCG040’. Fonterra also has an

issue of capital notes listed and quoted on NZDX under the code ‘FCGHA’ and a Euro Medium Term Note Programme listed on the Singapore

Stock Exchange.

As at 31 July 2018 there were 1,611,922,916 Fonterra Co-operative shares on issue.

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201863
ANALYSIS OF SHAREHOLDING

Analysis of Fonterra’s shareholding as at 31 July 2018:

FCG Largest Recorded Share Holdings¹

NAMENUMBER OF SHARES% OF SHARES

Fonterra Farmer Custodian Limited111,423,6036.91

Ellis-Lea Farms (2000) Limited1,032,9960.06

Singletree Dairies 2013 Limited993,9580.06

McIntyre Williamson Partners949,5190.05

Stewart Partnership Limited922,5000.05

Coringa Park Dairies Limited890,7220.05

Theland Tahi Farm Group Limited – Pureora North878,7860.05

Moffitt Dairy Limited873,4330.05

McBain Farms Limited867,7900.05

Arlanda Limited863,4790.05

Poplar Partnership Limited843,9700.05

Southern Pastures (Manako Farm) Limited Partnership840,0550.05

South Stream Dairy Limited835,1710.05

Theland Tahi Farm Group Limited – Pineview825,4160.05

Van’T Klooster Farms Limited – Waihao Valley Farm817,5000.05

Auchenbrae Farm Limited800,0000.04

Cookstin Dairies Limited799,6000.04

Theland Tahi Farm Group Limited – Pureora South796,4580.04

Van’T Klooster Farms Limited – Tawai Farm785,1900.04

Rangitata Dairies Limited Partnership T/A Rangitata Dairies758,6260.04

1 The FSM Rules, which reflect the rules of the NZX Main Board, require that Fonterra’s annual report contain the names and holdings of persons having the 20 largest

holdings of Fonterra shares on the register of Fonterra as at a date not earlier than two months before the date of the publication of the annual report. The list above

complies with the FSM Rules and sets out the list of the 20 largest shareholders on the register as at the appropriate date. There is a separate requirement in the FSM

Rules to disclose in the annual report those persons who have a ‘Relevant Interest’ (as defined in the Financial Markets Conduct Act 2013) in Fonterra shares in excess

of five per cent, where this information has been provided to Fonterra. Accordingly, the list of the 20 largest holdings of Fonterra shares is not required to show, and

does not purport to show, the top 20 holdings of ‘Relevant Interests’ in Fonterra shares which may be owned or controlled by a person or entity and their associated

entities. Other people or entities may have ‘Relevant Interests’ in a greater number of Fonterra shares than those listed above. However, it is not possible for Fonterra

to accurately determine those interests, nor is it a requirement of the FSM Rules for those interests to be reported in the annual report, except where Fonterra has been

advised that a person has a ‘Relevant Interest’ in excess of the five per cent threshold.

Substantial Product Holders

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 31 July 2018, the substantial product holders in

the Company and their relevant interests are noted below. The total number of Co-operative shares on issue as at 31 July 2018 was 1,611,922,916.

SUBSTANTIAL PRODUCT HOLDERS

NUMBER OF VOTING

SECURITIES

DATE OF MOST

RECENT NOTICE

Fonterra Farmer Custodian Limited111,816,18330 July 2018

FSF Management Company Limited111,735,18330 July 2018

More than one ‘Relevant Interest’ can exist in the same voting financial products. Fonterra Farmer Custodian Limited holds Fonterra shares for

the Fonterra Shareholders’ Fund, of which FSF Management Company Limited is the manager. These two notices therefore refer to substantially

the same Fonterra shares. The Custodian also holds some Fonterra shares for the Registered Volume Provider in respect of the Fonterra

Shareholders’ Fund.

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201864
FCG Fonterra Co-operative Shares

Analysis of Fonterra Co-operative Shares as at 31 July 2018:

FROM –TOHOLDER COUNT%HOLDING QUANTITY%

1–50,0001,31013.1636,451,4982.26

50,001–100,0002,73127.44208,651,75912.94

100,001–200,0003,48735.04490,879,99230.45

200,001–400,0001,98419.94538,870,37833.44

400,001 and over4404.42337,069,28920.91

ANALYSIS OF CAPITAL NOTE AND RETAIL BOND HOLDING

Analysis of Fonterra’s Capital Note Holding as at 7 August 2018:

FCGHA Capital Notes

FROM –TOHOLDER COUNT%HOLDING QUANTITY%

1–1,00091.283,9740.00

1,001–5,000253.5566,5840.07

5,001–10,00023633.471,681,6211.64

10,001–100,00040357.1611,362,09411.08

100,001 and over324.5489,404,98187.21

100,001 and over includes Fonterra Co-operative Group Limited’s holding of 67,435,575.

Analysis of Fonterra’s Retail Bond Holding as at 7 August 2018:

FCG030 $350 million Retail Bond issue

FROM –TOHOLDER COUNT%HOLDING QUANTITY%

5,000–9,999406.97233,0000.07

10,000–49,99928048.786,243,0001.78

50,000–99,9997112.374,292,0001.23

100,000–999,99916128.0553,904,00015.40

1,000,000 and over223.83285,328,00081.52

FCG040 $150 million Retail Bond issue

FROM –TOHOLDER COUNT%HOLDING QUANTITY%

5,000–9,999619. 84353,0000.24

10,000–49,99939563.718,308,0005.54

50,000–99,9997812.584,635,0003.09

100,000–999,9997111.4515,701,00010.47

1,000,000 and over152.42121,003,00080.66

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201865
ENTRIES IN THE INTERESTS REGISTER

Directors’ interests in transactions

General disclosures of interest

The following general disclosures of interest were made in the period from 1 August 2017 to 31 July 2018:

Clinton DinesNon-executive Director of Port of Newcastle and Centaur Resources. Ceased to be a non-executive Director of Aurecon

Group.

Brent GoldsackDirector of Waitomo Petroleum Limited, Waitomo Energy Limited, Waitomo Group Limited, Kiwi Fuels Limited, Waitomo

Land Limited, Kiwi Transactions Limited, and National Fieldays Society Limited. Director and shareholder of Canterbury

Grasslands Limited. Shareholder of Kakepuku Farms Limited Partnership and Longfields Investments Limited. Indirect

shareholder of DairyGold Limited, Goldcar Dairy Holdings Limited, Ballance Agri-Nutrients Limited and Livestock

Improvement Corporation. Indirect Partner in CoLab Dairy Partners General Partnership. Financial interests jointly with

associated persons in Ngarua Dairy Limited and Kakepuku Farms Limited Partnership. General Manager of Kiwitahi

Pastoral and One Bird Partnership.

Bruce HassallChairman of The Farmers Trading Company Limited, Prolife Foods Limited, BNZ Insurance Services Limited and BNZ Life

Insurance Limited. Director of Bank of New Zealand, Fletcher Building Limited and Fletcher Building Industries Limited.

Director and shareholder of Marivan Holdings Limited. Shareholder of Mangatarata Stations (Number 3) Limited, RPF

Investments Limited and Sumpter Baughen Chartered Accountants. Trustee of Kristiansund Investments Trust. Member of

the University of Auckland Business School Advisory Board. Advised of appointment to Chairman of Fletcher Building

Limited and Fletcher Building Industries Limited, effective 1 September 2018. Ceased to be Chairman of BNZ Insurance

Services Limited and BNZ Life Insurance Limited, effective 2 August 2018.

Andrew MacfarlaneDirector of AgResearch, Ngai Tahu Farming Limited, Riverbank Farm (Ashburton) Limited, Broadfields Farm (Ash) Limited,

MRB Securities Limited, ANZCO Foods Limited, ANZCO Farmer Nominee Limited, Deer Improvement Limited and Kintore

Farms Limited. Relevant interest in the Deebury Partnership and its associated entities. Director and shareholder of

Pencarrow Farm Limited, Windwhistle Pastoral Limited, M.R.B Trustees Limited and Macfarlane Rural Business Limited.

Councillor at Lincoln University. Ceased to be a Director of AgResearch.

John MonaghanCeased to be a Director and shareholder of Monloy Farm.

Donna SmitCeased to be a Trustee of the Taratahi Agricultural Training Centre (Wairarapa) Trust Board.

Scott St JohnDirector of Mercury NZ Limited.

Ashley WaughCeased to be Chairman of Moa Group Limited.

John WilsonDirector of Arranmore Developments Limited, Ballintoy Developments Limited, Castlederg Limited, Castle Finance Limited,

Castle Investments Limited, Clendon Properties Limited, Donegal Farm Limited, Emerald Downs Limited, Hammond &

McIntyre Limited, Hugh Green Energy Limited, Hugh Green Properties Limited, Hugh Green Limited, Hugh Green

Contractors Limited, Hugh Green Residential Limited, Kerrykeel Farm Limited, Kilmacrennan Livestock Limited, Livestock

Mart Auctions Limited, Mangatangi River Rock Limited, Montclare Holdings Limited, Okura Estates Limited, Raphoe Farms

Limited, Rowberry Holdings Limited, St Michaels Farm Limited, Arranmore Properties Limited, Convoy Residential Limited,

Derryveagh Developments Limited, Drumkeen Country Estate Limited, Ducansa Holdings Limited, Gateway Auckland

Limited, Glenfin Holdings Limited, Liscooley Estates Limited, Moira Farm Limited, Mongorry Farms Limited, Pomona

Holdings Limited, Raphoe Holdings Limited, Castlefinn Developments Limited, Greerton Holdings Limited, Donegal

Residential Limited. Ceased to be Director of Scott Milktech Limited, MilkTech Limited, Edge Landscaping Limited. Ceased

to be a Director of Turner and Growers Limited (effective August 2018). Ceased to be a limited Partner of Lochan Mor LP.

During the financial year there were no notices from Directors requesting to disclose or use information received in their capacity as Directors

which would not otherwise have been available to them.

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201866
Securities dealings of Directors

The following entries were made in the Interests Register during the year.

New disclosures

Directors disclosed the following holdings of Co-operative shares during the year:

RELEVANT INTERESTS IN

CO-OPERATIVE SHARES

Andrew Macfarlane (on appointment 2 November 2017)813,301

Brent Goldsack (on appointment 2 November 2017)276,936

Directors disclosed the following holdings of Units during the year:

RELEVANT INTERESTS IN

UNITS

Andrew Macfarlane (on appointment 2 November 2017)120,000

During the year, Directors disclosed in respect of section 148(2) of the Companies Act 1993 and/or section 297 of the Financial Markets Conduct

Act 2013 that they (or their associated persons) acquired or disposed of a relevant interest in financial products as follows:

Co-operative share transactions

DIRECTOR

NUMBER OF

SECURITIES ACQUIRED

NUMBER OF

SECURITIES DISPOSED

CONSIDERATION

$DATE

Donna Smit–283,925

1

–October 2017

Donna Smit89,742

2

89,742

2

–28 November 2017

John Wilson63,832

2

63,832

2

–10 November 2017

John Wilson11,624

2

11,624

2

–15 November 2017

John Wilson53,843–338,77216 November 2017

Nicola Shadbolt9,000–57,51030 January 2018

Brent Goldsack3,093–19,02112 February 2018

Donna Smit14,198–81,35427 April 2018

1 Shares disposed of as a result of ceased interests.

2 Transfers between related entities.

Unit transactions

DIRECTOR

NUMBER OF

SECURITIES ACQUIRED

NUMBER OF

SECURITIES DISPOSED

CONSIDERATION

$DATE

Nicola Shadbolt11,000–63,25018 April 2018

Donna Smit2,502–14,28627 April 2018

Retail Bond transactions

There were no transactions by Directors (or their associated persons) in Retail Bonds reported during the period from 1 August 2017 to

31 July 2018. No current holdings of Retail Bonds have been advised by Directors (or their associated persons).

Capital Note transactions

There were no transactions by Directors (or their associated persons) in Capital Notes reported during the period from 1 August 2017 to

31 July 2018. No current holdings of Capital Notes have been advised by Directors (or their associated persons).

Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

FONTERRA ANNUAL FINANCIAL RESULTS 201867
Statutory Information CONTINUED

FOR THE YEAR ENDED 31 JULY 2018

Directors’ remuneration

The Directors’ Remuneration Committee, comprising six shareholders elected in accordance with the Constitution, makes recommendations

for shareholder approval as to the level of Directors’ fees.

At the Annual Meeting of shareholders held on 2 November 2017, shareholders approved, on the recommendation of the Directors’ Remuneration

Committee, the following amounts of remuneration to apply to Elected Directors from the date of that Annual Meeting of shareholders.

Chairman$430,000 p.a.

Directors$175,000 p.a.

Discretionary additional payments to the Chair of permanent Board Committees (except if the Chair is the Fonterra Chairman)$35,000 p.a.

The Board has approved payment of the discretionary additional payment, at the prevailing approved rate, to the Chair of permanent

Board Committees.

The Board has discretion to set the fees for Directors appointed under clause 12.4 of the Constitution (Appointed Directors). In the period

to 31 July 2018 the Board applied the same remuneration levels as above to the Appointed Directors.

The Board has approved the payment to Mr Israel of a travel allowance of $10,000 per meeting for travel to and from New Zealand to attend

Board meetings.

Fees paid by subsidiary or associate companies in respect of Fonterra Directors or employees appointed by Fonterra as Directors of those

companies are payable directly to Fonterra.

Directors’ indemnity and insurance

Fonterra has given indemnities to, and has effected insurance for, Directors and executives of the Company and its related companies, in

accordance with section 162 of the Companies Act 1993, and clause 35 of Fonterra’s Constitution, which, except for specific matters that are

expressly excluded, indemnify and insure Directors and executives against monetary losses as a result of actions undertaken by them in the

course of their duties. Among the matters specifically excluded are penalties and fines that may be imposed for breaches of law.

---

ANNUAL
RESULTS

2018

13 SEPTEMBER 2018

© Fonterra Co-operative Group Ltd.
2

Disclaimer

This presentation may contain forward-looking statements and projections. There can be no certainty of outcome in relation to the

matters to which the forward-looking statements and projections relate. These forward-looking statements and projections involve

known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual outcomes to be

materially different from the events or results expressed or implied by such statements and projections. Those risks, uncertainties,

assumptions and other important factors are not all within the control of Fonterra Co-operative Group Limited (Fonterra) and its

subsidiaries (the Fonterra Group) and cannot be predicted by the Fonterra Group.

While all reasonable care has been taken in the preparation of this presentation none of Fonterra or any of its respective

subsidiaries, affiliates and associated companies (or any of their respective officers, employees or agents) (Relevant Persons)

makes any representation, assurance or guarantee as to the accuracy or completeness of any information in this presentation or

likelihood of fulfilment of any forward-looking statement or projection or any outcomes expressed or implied in any forward-looking

statement or projection. The forward-looking statements and projections in this report reflect views held only at the date of this

presentation.

Statements about past performance are not necessarily indicative of future performance.

Except as required by applicable law or any applicable Listing Rules, the Relevant Persons disclaim any obligation or undertaking to

update any information in this presentation.

This presentation does not constitute investment advice, or an inducement, recommendation or offer to buy or sell any securitiesin

Fonterra or the Fonterra Shareholders’ Fund.

© Fonterra Co-operative Group Ltd.
3

We didn’t meet our earnings guidance

Why did this happen?

•Optimistic forecast

–Required Q2 performance to repeat in

Q3 and Q4

•Late season increase in the Farmgate Milk

Price impacted Ingredients’ margins

•Fat prices didn’t reduce in second half as

much as we forecasted so lower margins in

Consumer and Foodservice

What are we going to do differently?

•Take stock of our businesses

–Evaluate against today’s criteria

–Actions under way

•Get the basics right

–Fix and lift performance

–Maintain financial discipline and

reducedebt

–Prioritise return on capital

•Set realistic forecasts

–Transparency of assumptions

–Better recognition of industry volatility

© Fonterra Co-operative Group Ltd.
4

781

382

(196)

74

21

(337)

(136)

(160)

(439)

-400

-200

0

200

400

600

800

1,000

Normalised

NPAT FY17

5 cents

Milk Price

change

Lower

operating

earnings

Higher

interest

and tax

Normalised

NPAT FY18

OtherDanoneBeingmateReported

NPAT FY18

4

Reported a net loss

Due to lower operating earnings, higher funding costs and one-offs

1.Movements in the items are on an EBIT basis.

2.Movements in the items have been adjusted for the impact of minority interests of $10m on operating earnings and $4m on interestand tax to put on a comparable basis with NPAT.

3.Other includes $25m minority interests share of FY18 NPAT and ($4m) time value of options.

4.Danone arbitration decision includes $26m finance costs and $62m tax credit.

5.Beingmate investment includes $405m impairment and $34m share of operating losses.

•Reported net loss of $196 million, this

includes a 5 cent reduction in the

Farmgate Milk Price

•EBIT

1,2

, before Milk Price adjustment,

down $337 million on last year

•Funding costs and tax are up

$136million on last year

•One-offs of Beingmateimpairment and

Danone arbitration decision reduce net

earnings by $599 million

•Normalisations are done to

betterreflect ongoing

businessperformance

FY17 –FY18 NPAT reconciliation ($m)

1,22

3

5

1

© Fonterra Co-operative Group Ltd.
5

Disappointing earnings performance

Margin pressure, higher costs and one-offs

GROSSMARGIN¹

$3,152M

3%

REVENUE

$20.4B

6%

VOLUME

22.2BLME

3%

ANNUALDIVIDEND

10CPS

YIELD 1.7%

3

NORMALISEDEBIT

2

$902M

22%

OPEX

1

$2,496M

7%

NET PROFIT AFTERTAX

$(196)M

126%, EPS (14)c

NORMALISED NPAT

2

$382M

51%, EPS¹24c

Ingredients

Volume (LME)

4

20.5B

Gross Margin (%)¹9.0%

Normalised EBIT$879M

Return on Capital

6

8.3%

Consumer and Foodservice

Volume (LME)

4

5.6B

Gross Margin (%)¹ 23.6%

Normalised EBIT$525M

Return on Capital

6

8.3%

China Farms

Volume (LME)

5

0.3B

Gross Margin (%)¹ 2.1%

Normalised EBIT$(9)M

75%

1.Reflect normalisation adjustments.

2.Attributable to equity holders.

3.FY18 divided over volume weighted average FCG price of $5.84 across the year.

4.Includes inter-company sales.

5.Prior year volumes include 26m LME of milkpowdersnot included this year.

6.Return on Capital (ROC) includes goodwill, brands and equity accounted investments.

Excluding goodwill, brands and equity accounted investments ROC was 8.2% in Ingredients

and 35.1% in Consumer and Foodservice.

© Fonterra Co-operative Group Ltd.
6

More volume to higher value

465 million more LMEs shifted to higher value

Note: Wheel shows category percentage of total FY18 external sales (LME)

1. Additional LME volumes include inter-company sales.

•Overall volumes

–Total volumes declined 3% due to

lower collections

–Larger proportion went into higher

value, up from 42% to 45%

•Ingredients

–334m¹ LMEs shifted to higher-

margin Advanced Ingredients

•Consumer & Foodservice

–Added 131m¹ more LMEs

–Sold less butter which has a high

LME factor

Combined consumer,

Foodservice and

Advanced Ingredients

2%

20%

33%

22%

11%

12%

DIRA

GDT

Advanced

Ingredients

Foodservice

Consumer

FY18

22.2b

LME

Base

Ingredients

45%

© Fonterra Co-operative Group Ltd.
7

Fat prices reduce profits in Consumer and Foodservice

Stronger Milk Price impacted margins

•Stronger Farmgate Milk Price

–10% up on last year driven by

improved WMP and significant

increase in butter and AMF prices

–Non-GDT sales contributed

–Late season increase

•New Zealand Milk Price aligned to

global prices

–Historical discount removed

–Increases competitive pressure

•Higher fat prices impacted margins

–Butter and cream prices up on

lastyear

–Butter transfer prices up 80% in

first half and 41% for full year

•Stream-returns flat in second half

–Positive stream returns in the

firsthalf

© Fonterra Co-operative Group Ltd.
8

2,661

2,509

2,335

2,496

FY2015FY2016FY2017FY2018

Growth

Normalised

1

operating expense breakdown ($ million)

Increased Opexafter sustained reductions

Due to Ingredients and future growth spend

(6%)

(7%)

7%

After reducing costs over two years,

normalised opexwent up by 7%, or

$161million, driven by:

•Ingredients: $83 million

–Increased across the business

–Expansion in Australia and new

category growth

–One-off items (e.g. Edendale silo)

•IT: $28 million

–Modernising our IT infrastructure

•R&D: $18 million

–Investments in future innovations

1. Reflect normalisation adjustments.

© Fonterra Co-operative Group Ltd.
9

FY18 LME3.8B1.3B0.1B0.03BNA0.3B

Business

Performance

Greater China is our largest market

Total revenue of $4 billion

1.Includes Anmumsales through Beingmate.

Integrated Greater China Business

China

Farms

Beingmate

Advanced

Nutrition¹

ConsumerFoodserviceIngredients

© Fonterra Co-operative Group Ltd.
10

Value creation not satisfactory

Requires improved performance and better use of capital

$861M

CAPEX

1%

83 DAYS

WORKING CAPITAL

8 days

$2,496M

OPEX

2

7%

15.4%

GROSS MARGIN

2

Down from 16.9%

$902M

NORMALISED EBIT

2

22%

6.3%

RETURN ON CAPITAL

Down from 8.3%

$6.2B

NET DEBT

3

Up 11%

Return

Capital

1.Return on Capital (ROC) includes goodwill, brands and equity accounted investments. Excluding goodwill, brands and equity accounted investments ROC

was 8.0% in FY18 and 11.1% in FY17.

2.Reflect normalisation adjustments.

3.Economic net interest-bearing debt.

1,2

© Fonterra Co-operative Group Ltd.
11

Committed to reducing debt

A strong balance sheet provides options

1.Gearing ratio is economic net interest-bearing debt divided by economic net interest-

bearing debt plus total equity excluding hedge reserves.

2.Economic net interest-bearing debt.

3.Debt payback ratio is economic net interest-bearing debt divided by EBITDA. Both debt

and EBITDA are adjusted for the impact of operating leases.

$6.3B

TOTAL EQUITY

12%

$6.2B

NET DEBT²

Up 11%

4.5X

DEBT/EARNINGS³

Up from 3.5x

48.4%

GEARING¹

Up 4.1%

AA-

CREDIT RATING

FitchS&P

STABLESTABLE

© Fonterra Co-operative Group Ltd.
12

$6.75PERKGMS

FORECAST 2019 FARMGATE MILK PRICE

FY19 earnings guidance

INGREDIENTS

25-35CENTS

FORECAST EPS

1

CONSUMER AND FOODSERVICE

1,525MILLIONKGMS

FORECAST 2018/19 MILK COLLECTIONS

8%-10%

FORECAST GROSS MARGIN

$850 -$950M

FORECAST EBIT

23%-26%

FORECAST GROSS MARGIN

$540 -$590M

FORECAST EBIT

1)Earnings per share

© Fonterra Co-operative Group Ltd.
13

•Total available for pay-out for FY19 of $7.00-$7.10 per kgMS, before retentions

–A forecast Farmgate Milk Price of $6.75 per kgMS

–A forecast earnings performance of 25-35 cents per share

•Strong financial discipline:

–Gearing ratio within 40-45% range

–Capex reduced to $650M

•What are we going to do differently in 2019?

–Take stock of our businesses

–Get the basics right

–Set realistic forecasts

Outlook for 2019

Page 14
Confidential to Fonterra Co-operative Group

Appendix

Farmgate Milk Price and global context

© Fonterra Co-operative Group Ltd.
15

Increased Farmgate Milk Price

4.726.107.606.085.848.404.403.906.126.696.75

0.48

0.27

0.30

0.32

0.32

0.10

0.25

0.40

0.40

0.10

5.20

6.37

7.90

6.40

6.16

8.50

4.65

4.30

6.52

6.79

20092010201120122013201420152016201720182019

Forecast

Farmgate Milk PriceDividend

1.Total available for pay-out = Forecast Farmgate Milk Price + Forecast Earnings Per Share (EPS) of 25-35 cents. For farm budgeting purposes the likely dividend will be calculated in

accordance with Fonterra policy of paying out 65-75 per cent of adjusted net profit after tax over time.

Note: Farmgate Milk Price: $ per kgMS; Dividend: $ per share

7.00 –7.10

Forecast total

available for

payout

1

Range

25

to

35

© Fonterra Co-operative Group Ltd.
16

64%

20%

9%

5%

2%

Strong WMP and butter prices increased

Farmgate Milk Price

Note: All prices in US dollars per MT. All percentages within the wheel refer to the commodity weighting of the Farmgate MilkPrice Manual

Source: Milk Price Statement

•The Farmgate Milk Price

Manual calculates a 10%

uplift for FY18 vs. FY17

•This increase is driven by

WMP, Butter and AMF

•Prices vary from the GDT

spot market because the

Milk Price Manual takes

into account a combination

of GDT and off-GDT sales

•The Milk Price Manual

calculates a volume

weighted price, based on

when volumes are shipped

Composition of the Farmgate Milk Price

Arrows represent FY18

growth relative to FY17

WMP

8%

SMP

11%

Butter

32%

BMP

7%

AMF

28%

© Fonterra Co-operative Group Ltd.
17

•2017/18 season ended at

1,505mkgMS

•Difficult weather

conditions throughout the

2017/18 season

•2018/19 season forecast

volumes of 1,525m kgMS

10

20

30

40

50

60

70

80

90

JunJulAugSepOctNovDecJanFebMarAprMay

Volume (m litres/day)

2017/18 had variable on-farm conditions

2018/19 volumes forecast up 1% on last year

SeasonTotal Milk Solids (kgMS)Peak Day Milk

—2016/171,526m (down 3%)80m litres

—2017/181,505m (down 1%)82mlitres

—2018/19F1,525m (up 1%)81mlitres

© Fonterra Co-operative Group Ltd.
18

Global dairy market –positive outlook but some demand

and supply risks

Demand

Supply

Australia

12 months

production

+3

%

Fonterra in NZ

12 months

production

Last 3 months

(May, Jun, Jul)

+7

%

-1

%

Asia (excl China)

12 months

imports

+2

%

Middle East & Africa

12 months

imports

+5

%

Note: All 12-month figures are rolling 12 months compared to previous comparable period: Australia (Jun), EU (Jun), United States (Jun), China (Mar), Asia (Apr), Middle East & Africa (Apr),

Latin America (Apr)

Source: Government milk production statistics; GTIS trade data; Fonterra analysis

Russia

EU’s largest dairy

export market –trade

embargo remains

China

12 months

imports

Last 3 months

(Jan, Feb, Mar)

+17

%

+3

%

US

12 months

production

+1

%

EU

12 months

production

Last 3 months

(Apr, May, Jun)

+3

%

+2

%

Latin America

12 months

imports

+1

%

© Fonterra Co-operative Group Ltd.
19

•Farmgate Milk Price Manual

reinforces competitive milk price

–Since 2009: added 52 cents per

kgMSin total

•Transparent Farmgate Milk Price

and demand-led strategy

strengthened cash pay-out

0.3

0.5

Aug- 17Sep- 17Oct -17Nov- 17Dec- 17Jan -18F eb- 18Ma r- 18Apr- 18Ma y-1 8Jun -18Jul- 18

0

0.2

0.4

0.6

0.8

19901994199820022006201020142018

Globally competitive cash pay-out

EUUSNZ

Global Milk Prices (USD / litre)

Source: DairyNZ(NZ to May 2014);Fonterra announced payout(milk price and dividend) (NZ from June 2014); USDA; European Milk Market Observatory

(Netherlands milk price). Prices are adjusted to a milk composition of 3.5% protein and 4.2% fat and for spot exchange rates.

© Fonterra Co-operative Group Ltd.
20

Committed to ESG Reporting

Medium-term targets

●2019: 100% sites certified to leading Food

Safety Quality (FSQ) level

●2020: 75% product portfolio meeting endorsed

nutrition guidelines

●2025: 100% product portfolio meeting endorsed

nutrition guidelines

Medium-term targets

●2025: All farms have FEPs

●2026: All sites treating wastewater to leading

industry standards

●2030: Climate-neutral growth for farming

●2030: 30% reduction in GHG emissions for

manufacturing operations

●2050: Net zero emissions for manufacturing

operations

Medium-term targets

●2022: 50/50 gender representation (new)

●2022: 20% ethnic representation in senior

leadership (new)

●Continue to invest in community programmes in

key markets

●World-class injury rate (TRIFR < 5)

●World-class engagement

●2025: $35 billion turnover

Page 20 © Fonterra Co-operative Group Ltd.

FY18 delivery

●Launch one new affordable product:

developed but not being launched till FY19

●Continue to reformulate products to

nutritional guidelines

NUTRITION

ENVIRONMENTCOMMUNITY

FY18 delivery

●Agree action plans for 50 catchments:

catchments and priorities agreed but action

plans now expected in Q2 FY19

●1,011 farms have Farm Environment Plans

(FEPs)

●Pilot climate action plan on 100 farms

FY18 delivery

●Agree target for Diversity and Inclusion

●Introduce family violence support initiative in

New Zealand

●Delivered nearly 20 million serves of dairy

nutrition for NZ children

Improving health and wellbeing through the

products and services we deliver

Achieving a healthy environment for farming and

society

Delivering prosperity for our farmers and wider

communities

Page 21
Confidential to Fonterra Co-operative Group

Appendix

Our Performance

© Fonterra Co-operative Group Ltd.
22

1.Includes sales to other strategic platforms.

Ingredients

A solid result despite the volume headwinds

•Challenging New Zealand milk collection profile and lower

opening inventory impacted sales volumes

•Growth in Advanced Ingredients, added 334m more LMEs

Value

•Gross margin flat on last year, including a 5 cent reduction in the

Farmgate Milk Price

•EBIT lower due to higher operating costs, because of:

–Increased sales and marketing capability

–Higher costs in Australia as we expanded our business

–Some one-offs (e.g. Edendale silo costs)

Velocity

•New innovations are adding new products to our Advanced

Ingredients portfolio

Volume

Volume (m LME)¹

Normalised EBIT ($m)

943879

20172018

21,30520,520

20172018

(4%)

© Fonterra Co-operative Group Ltd.
23

1.Includes sales to other strategic platforms.

Note: Normalised EBIT has been restated for FY17 from $614 million to $576 million as we reallocated some Group overhead costs to Consumer and Foodservice markets.

Consumer and Foodservice

Shifting volume to higher value but higher fat prices impacted margins

•Additional 131m LMEs shifted to higher value products,

increasing sales volume by 2%

•Oceania volumes down 5% because of underperformance from

our New Zealand business

•Strong foodservice growth in China

Value

•Higher fat prices pressure margins

–Achieved price increases of $551 million but not sufficient to

offset higher costs of $626 million

•Successfully retained market share in Greater China

Velocity

•Brazil improved performance in tough economic conditions

•Australian performance on target

Volume

Volume (m LME)¹

Normalised EBIT ($m)

576525

20172018

5,4595,590

20172018

2%

© Fonterra Co-operative Group Ltd.
24

1. Includes sales to other strategic platforms.

Consumer and Foodservice

Tighter margins mean EBIT down in all regions except Latin America

20172018

Asia

Greater China

194176

20172018

8767

20172018

91117

20172018

735747

20172018

20172018

20172018

Oceania

Volume(m LME)

1

Normalised EBIT ($m)

Latin America

Volume (m LME)

1

Normalised EBIT ($m)

(5%)

Volume(m LME)

1

Normalised EBIT ($m)Volume (m LME)

1

Normalised EBIT ($m)

4%11%

204165

20172018

1,656

2%

1,743

1,7731,7031,4131,278

© Fonterra Co-operative Group Ltd.
25

1.Includes sales to other strategic platforms.

Greater China –Consumer and Foodservice

Continued volume growth but tighter margins

•Anchor Food Professional volumes up 17%, with strong growth in

UHT cream

•China brands up 24%, Anchor UHT milk holds No.1 market share

in imported milks

•Continued growth but increased competition

Value

•Pricing strategy in Foodservice was to retain market share but

lower margins resulted from higher input costs

•Consumer business broke even two years ahead of business

plan, driven by higher volumes

Velocity

•Continued growth of fresh milk in the Foodservice channel from

our China Farms

Volume

Volume (m LME)¹

Normalised EBIT ($m)

204165

20172018

1,2781,413

20172018

11%

© Fonterra Co-operative Group Ltd.
26

1.Includes sales to other strategic platforms.

Asia –Consumer and Foodservice

Higher input costs could not be recovered

•Volume growth across most regions from new consumer product

launches and continued Foodservice expansion

•Sri Lanka added 23 million LMEs with a strong performance from

the Ratthibrand

Value

•Price controls in some markets limited our ability to fully pass on

additional costs

•Higher fat prices unable to be fully recovered in the

Foodservicebusiness

•Consumer margins largely stable on last year

Velocity

•Successful relaunch of Anlenebrand led by introduction of UHT

ready to drink formats

Volume

Volume (m LME)¹

Normalised EBIT ($m)

194176

20172018

1,7031,773

20172018

4%

© Fonterra Co-operative Group Ltd.
27

1.Includes sales to other strategic platforms.

2.Excluding Wagga Wagga

Oceania –Consumer and Foodservice

Lower earnings from New Zealand business

•Volumes were lower in New Zealand due to

operationalchallenges

•Australia grew volumes in cheese and butter extending our brand

leadership position

Value

•Gross margins decreased due to higher commodity prices

•New Zealand EBIT declined due to higher costs relating to our

new distribution centre

•Australia held costs

2

and grew earnings on last year

Velocity

•New nutritionals partnership established with a2 in Australia and

a2 in New Zealand for branded milk

•Long term organic milk partnership announced with Bellamy’s in

Australia

Volume

Volume (m LME)¹

Normalised EBIT ($m)

8767

20172018

1,7431,656

20172018

(5%)

© Fonterra Co-operative Group Ltd.
28

1.Includes sales to other strategic platforms.

Latin America –Consumer and Foodservice

Growth in EBIT with a challenging macro-environment in some markets

•Soprolecontinues to have strong growth, up 7%

•Volumes across Brazil and Venezuela impacted by a challenging

economic environment

Value

•The only region to deliver growth in EBIT

•Soprolemaintained earnings by optimizing product mix

•The economic environment remains fragile in Venezuela. One-off

benefit from restructure of USD obligations

Velocity

•Process improvements in both manufacturing and supply chain in

Brazil and Chile have resulted in cost efficiencies in FY18

Volume

Volume (m LME)¹

Normalised EBIT ($m)

91117

20172018

735747

20172018

2%

© Fonterra Co-operative Group Ltd.
29

1.Includes sales to other strategic platforms.

Consumer

Strong growth in some markets and overall maintained margins

•Strong performances across Asia due to new product launches

and the revitalisation of the Anlenebrand

•China Brands achieved 24% volume growth

•Australia extended their leadership position in cheese and

spreads in Australia

Value

•Gross margin flat on last year despite higher input costs

•China Brands achieved breakeven EBIT, two years ahead

ofschedule

•New Zealand Brands suffered volume and value loss due to

operational challenges with their distribution centre

Velocity

•Launched Red Cow in Sri Lanka, at a lower price point to diversify

product range

Volume

Volume (m LME)¹

Gross margin (%)

29%28%

20172018

3,1623,152

20172018

0%

© Fonterra Co-operative Group Ltd.
30

1. Includes sales to other strategic platforms.

Our consumer business

Solid growth in most markets, offset by challenges in Oceania

112139

20172018

Asia

Latin America

20172018

20172018

20172018

637653

20172018

20172018

20172018

Oceania

Volume (m LME) ¹Gross margin %

Greater China

Volume (m LME) ¹Gross margin %

(6%)

Volume (m LME)¹Gross margin %Volume (m LME) ¹Gross margin %

2%24%

20172018

1,228

3%

1,309

1,1311,10431%31%

21%24%

43%45%

30%30%

© Fonterra Co-operative Group Ltd.
31

1.Includes sales to other strategic platforms.

Foodservice

Volume growth with higher input costs impacting margins

•Volume growth led by China in UHT cream

•Middle East achieved strong butter sales and Asia realised strong

sales in part due to the Beverage channel which we are starting

to roll out

Value

•Pricing strategy implemented across the portfolio to maintain

volume

•Fat prices up significantly on last year, in particular butter

•UHT cream and cream cheese margins also impacted

Velocity

•Strengthening third-party sourcing options to support current and

expected growth

Volume

Volume (m LME)¹

Gross margin (%)

22%16%

20172018

2,2952,438

20172018

6%

© Fonterra Co-operative Group Ltd.
32

1. Includes sales to other strategic platforms.

Our foodservice business

Strong volume growth realised in Asia and China

20172018

Asia

Latin America

20172018

20172018

20172018

10097

20172018

433427

20172018

599643

20172018

Oceania

Volume (m LME) ¹Gross margin %

Greater China

Volume (m LME) ¹Gross margin %

(1%)

Volume (m LME) ¹Gross margin %Volume (m LME) ¹Gross margin %

7%9%

20172018

(3%)

13%19%

18%19%

15%24%

26%28%

1,2731,166

© Fonterra Co-operative Group Ltd.
33

1.Includes sales to other strategic platforms.

China Farms

Lower volumes and higher costs

•Volume declined by 12%, excluding powder sales in FY17

•Down due to lower production as changes are made to the herd

profile to improve its future productivity

•Volumes are expected to increase next year

Value

•Several one-off costs impacted performance:

–Higher effluent costs to meet discharge standards

–Higher feed stock costs due to tariffs and commodity prices

•Ingredients business incurred additional $30 million loss from

arrangement to sell China Farms’ milk

Velocity

•Progressing sale of fresh milk to higher value through initiatives

with Starbucks and Hema Fresh

Volume

Volume (m LME)¹

Normalised EBIT ($m)

1

(9)

20172018

335273

20172018

(19%)

© Fonterra Co-operative Group Ltd.
34

1.Gearing ratio is economic net interest-bearing debt divided by economic net interest-

bearing debt plus equity excluding hedge reserves.

2.Working capital days excludes amounts owing to farmer suppliers.

3.Economic net interest-bearing debt ($ million).

4.Ratio is economic net interest-bearing debt divided by EBITDA. Both debt and EBITDA

are adjusted for the impact of operating leases.

Committed to returning key balance sheet metrics to

target ranges

Gearing

1

Debt/EBITDA ratio

4

Net debt

3

Working capital days

2

42.3%

49.7%

44.3%44.3%

48.4%

20142015201620172018

103

87

77

75

83

20142015201620172018

4.9

4.7

2.8

3.5

4.5

20142015201620172018

4,732

7,120

5,473

5,601

6,199

20142015201620172018

© Fonterra Co-operative Group Ltd.
35

Bank Facilities

48%

Diversified profile¹

At 31 July 2018 ($ B)

Prudent liquidity

At 31 July 2018 ($ B)

Bank facility maturity profile

At 31 July 2018 ($ B)

DCM maturity profile²

At 31 July 2018 ($ B)

Diversified and prudent funding position

0.0

0.5

1.0

1.5

2.0

2.5

0.0

0.5

1.0

1.5

2.0

2.5

Undrawn

Facilities

$3.73B

74%

Drawn Facilities

$1.29B

26%

EUR/GBP 10%

AUD DCM 12%

CNY DCM 6%

NZD DCM 12%

USD DCM 12%

1.Includes undrawn facilities and commercial paper

2.Excluding commercial paper

3.WATM is weighted average term to maturity

WATM³: 2.8 yearsWATM³: 5.6 years

© Fonterra Co-operative Group Ltd.
36

$ million

Year ended

31 July 2018

Year ended

31 July 2017

Profit after tax(196)745

Add: Net finance costs416355

Add/Less: Taxation expense4220

Total reported EBIT2621,120

Add: Impairment of Investment in Beingmate40535

Add: WPC80 Recall costs196–

Add: Share ofBeingmatelosses3441

Less: Gain on Darnumsale¹–(42)

Add / Less:Time value of options51

Total normalisation adjustments64035

Total normalised EBIT9021,155

Normalised EBIT reconciliation

1.Proceeds from the sale of 51% of the Darnumsite in Australia to Beingmate.

© Fonterra Co-operative Group Ltd.
37

NZ Ingredients product mix

Note: Reference products are products used in the calculation of the Farmgate Milk Price –WMP, SMP, BMP, Butter, AMF; Milk solids used in the products sold were 997m kgMSreference and

328m kgMSnon-reference (year ended 31 July 2017 was 1,061m kgMSreference and 441m non-reference); Excludes bulk liquid milk volumes of 68,000 MT of kgMSequivalent (year ended 31

July 2017 was 76,000 MT); Excludes Foodservice volumes to China, Latin America and Quick Service Restaurants of 198,000 MT (yearended 31 July 2017 was 143,000 MT)

$ million

Year ended

31 July 2018

Year ended

31 July 2018

Year ended

31 July 2017

Year ended

31 July 2017

$ per MT$ per MT

Sales volume (000 MT)

Reference products1,794–1,841–

Non-reference products620–696–

Revenue ($ million)

Reference products8,7034,8517,8464,262

Non-reference products3,4955,6373,8755,567

Cost of milk ($ million)

Reference products6,8103,7966,1473,339

Non-reference products1,8492,9822,3373,359

Gross margin ($ million)

Reference products555309428232

Non-reference products7911,2758111,165

© Fonterra Co-operative Group Ltd.
38

Glossary

AMF

Anhydrous Milk Fat

BMP

Butter Milk Powder

Base Price

Prices used by Fonterra’s sales team as referenced

against GDT prices and other relevant benchmarks

DIRA

Dairy Industry Restructuring Act 2001

(NewZealand)

GDT

GlobalDairyTrade, the online provider of the twice

monthly global auctions of dairy ingredients

Gearing Ratio

Economic net interest bearing debt divided by

economic net interest bearing debt plus equity

excluding cash-flow hedge reserves

Farmgate Milk Price

The price for milk supplied in New Zealand to

Fonterra by farmer shareholders

Fluid and Fresh Dairy

The Fonterra grouping of skim milk, whole milk and

cream –pasteurised or UHT processed,

concentrated milk products andyoghurt

LME (Liquid Milk Equivalent)

A standard measure of the amount of milk (in litres)

allocated to each product based on the amount of

fat and protein in the product relative to the amount

of fat and protein in standardised raw milk

kgMS

Kilogram of milk solids, the measure of the amount

of fat and protein in the milk supplied to Fonterra

Non-Reference Products

All dairy products, except for Reference, produced

by the NZ Ingredients business

Price Achievement

Revenue achieved over the base price less

incremental supply chain costs above those set out

in the Milk Price model

Reference Products

The dairy products used in the calculation of the

Farmgate Milk Price, which are currently WMP,

SMP, BMP, butter and AMF

Regulated Return

The earnings component of Milk Price generated

from a WACC return on an assumed asset base

Season

New Zealand: A period of 12 months to 31 May in

eachyear

Australia: A period of 12 months to 30 June in

eachyear

SMP

Skim Milk Powder

Stream Returns

The gross margin differential between Non-

Reference Product streams and the WMP stream

(based on base prices)

WACC

Weighted Average Cost of Capital

WMP

Whole Milk Powder

Acronyms and Definitions

© Fonterra Co-operative Group Ltd.
39

Glossary

Fonterra Strategic Platforms

Ingredients

The Ingredients platform comprises bulk and specialty dairy products such as milk powders, dairy fats, cheese and proteins manufactured in New Zealand, Australia, Europe

and Latin America, or sourced through our global network, and sold to food producers and distributors in over 140 countries. It also includes Fonterra Farm Source™

retailstores.

Consumer

The Consumer platform comprises branded consumer products, such as powders, yoghurts, milk, butter, and cheese. Base productsare sourced from the ingredients

business and manufactured into higher-value consumer dairy products.

Foodservice

The Foodservice platform comprises a range of branded products and solutions for commercial kitchens, including bakery butter, culinary creams, and cheeses.

China Farms

The China Farms platform comprises the farming operations in China, which produce high quality fresh milk for the Chinese market.

---

Farmgate
Milk Price

Statement

FOR THE SEASON ENDED 31 MAY 2018

FONTERRA FARMGATE MILK PRICE STATEMENT 2018
Contents

Introduction 01

Farmgate Milk Price for the 2018 Season 02

Milk Price Adjustment 02

Farmgate Milk Price Overview 03

Farmgate Milk Price Revenue and Costs 05

Milk Supply, Production and Sales Volumes 05

Prices 06

Lactose 07

Farmgate Milk Price Cash Costs 07

Farmgate Milk Price Capital Costs 08

Calculation of Benchmark Weighted Average Cost of Capital (WACC) 08

Farmgate Milk Price Manual Changes 09

Changes in Approach to the Calculation 10

Cumulative Impact of Changes in Methodology

Between 2009 and 2018 Seasons 11

Approach 11

Changes Impacting on Net Revenue 11

Changes Impacting on Cash Costs 11

Changes Impacting on Capital Costs 11

Appendix 1 12

Farmgate Milk Price Overview

Appendix 2 14

Independent Assurance Report

Attachment 1 15

Milk Supplied and Production Volumes

Attachment 2 16

Sales Volumes

Attachment 3 17

Average Number of Months Prior to Shipment that Prices were Struck

Attachment 4 19

Average USD Prices

Attachment 5 20

Average USD:NZD Conversion and Spot Rates

Glossary 21

01
FONTERRA FARMGATE MILK PRICE STATEMENT 0128

The primary purpose of this Statement is to

help Fonterra farmer shareholders, unit holders

in the Fonterra Shareholders’ Fund, and other

interested parties better understand the

Farmgate Milk Price.

This Farmgate Milk Price Statement:

• sets out information about the Farmgate Milk Price and outlines

the way that Fonterra Co-operative Group Limited (Fonterra) has

calculated the Farmgate Milk Price for the milk season that ended

on 31 May 2018 (2018 Season); and

• explains that Fonterra has paid a Final Farmgate Milk Price that

differs from the Farmgate Milk Price calculated under the Farmgate

Milk Price Manual.

The appendices provide an overview of the Farmgate Milk Price

and a report by Fonterra’s external auditors that confirms that the

aggregate amount available to pay for New Zealand supplied milk for

the 2018 Season has been derived in accordance with the Principles,

Methodologies and Detailed Rules in Fonterra’s Farmgate Milk Price

Manual, dated 1 August 2017.

Five attachments provide further detail for the past three seasons on

the most significant factors that affect the Farmgate Milk Price.

A glossary of the terms used completes the report.

1

Fonterra has also released as an adjunct to this Statement an

unaudited Microsoft Excel-based financial model that shows how the

information set out in the Statement has been used to calculate the

Farmgate Milk Price for the 2018 Season.

Numbers in this Statement have been rounded and, as a result, some

tables may not exactly total or sum to 100 per cent.

2

The information

on the Farmgate Milk Price presented in this Statement is based on

data used within the Milk Price Model, not Fonterra’s actual data.

A Farmgate Milk Price Statement is made available each year with

Fonterra’s annual results on www.fonterra.com.

Introduction

1 Capitalised terms in this Statement are defined in the glossary.

2 Percentage changes shown in tables in this Statement have been calculated by reference to the underlying data, and may differ from percentage movements between

the rounded data presented in the tables.

02
FONTERRA FARMGATE MILK PRICE STATEMENT 0128

This section sets out the Announced Farmgate

Milk Price for the 2018 Season, comprising

the Farmgate Milk Price calculated under the

Manual, less the Milk Price Adjustment.

The Manual sets out the methodology for determining the base

amount to be paid by Fonterra for milk supplied to Fonterra in

New Zealand in a season. Fonterra’s Milk Price Panel advises the

Fonterra Board on matters concerning the Manual, including the

calculation of the Farmgate Milk Price.

The Farmgate Milk Price is defined as the average price paid by

Fonterra for each kilogram of milk solids (kgMS) supplied by farmer

shareholders under Fonterra’s standard terms of supply.

3

For the

2018 Season, the Farmgate Milk Price calculated under the Manual

is NZD$6.74.

MILK PRICE ADJUSTMENT

The Fonterra Board has adjusted the Farmgate Milk Price calculated

under the Manual downwards by NZD$0.05 (the Milk Price

Adjustment), resulting in a Final Farmgate Milk Price for the 2018

Season of NZD$6.69. The Board has made this decision with a view

to ensuring that Fonterra is able to maintain a strong balance

sheet. The higher Milk Price in the 2018 Season has put pressure on

Fonterra’s earnings, and therefore its balance sheet in a year which

was already challenging due to the arbitration award payment to

Danone and impairment of Fonterra’s Beingmate investment.

The Board made this decision in the best long-term interests of

the Co-operative.

Farmgate Milk Price

for the 2018 Season

FARMGATE MILK PRICE CALCULATED

UNDER THE MANUAL

$

6.74kgMS

MILK PRICE ADJUSTMENT

$

0.05kgMS

ANNOUNCED FARMGATE MILK PRICE

$

6.69kgMS

3 In previous seasons the term Farmgate Milk Price was used to describe both the aggregate amount available to pay for milk supplied to Fonterra in New Zealand (as

recommended by the Milk Price Panel to the Board), which in the 2018 Season was NZD$10.153 billion, and the amount calculated by dividing this aggregate amount

by total milk supplied. This amount is typically slightly different to the average price paid for milk supplied on standard terms. As explained on page 9, the Manual has

been amended with effect from the 2019 Season to make clearer the calculations and processes used to determine the average price paid for milk supplied on standard

terms, and to align terminology (particularly the term Farmgate Milk Price) with common usage. Since these changes are presentational, and do not impact on the actual

amounts paid to farmers, we have used the new terminology in this Statement.

per

per

per

03
FONTERRA FARMGATE MILK PRICE STATEMENT 0128

Table 1 summarises the key components of the Farmgate Milk Price

for the milk supplied in the 2016, 2017 and 2018 Seasons.

The Manual determines the Aggregate Farmgate Milk Price. For the

2018 Season, the Aggregate Farmgate Milk Price was NZD$10.142

billion. The Aggregate Farmgate Milk Price is divided by Fonterra’s

total New Zealand milk supply (1.505 billion kgMS) resulting in a

Farmgate Milk Price of NZD$6.74. The Aggregate Farmgate Milk Price

is determined by:

1. Calculating the total amount available to pay for milk supplied to

Fonterra in New Zealand, other than premiums that exceed those

that a commodity processor would be willing to pay. This aggregate

amount, which was NZD$10.153 billion for the 2018 Season, is the

Aggregate Commodity Milk Payments Amount.

2. Deducting premiums (offset by any discounts) for milk not supplied

on standard terms, such as Winter Milk and contract milk, to the

extent those premiums would have been paid by a commodity-only

processor. These are Additional Commodity Milk Payments.

3. Adding or deducting adjustments made to payments for milk supplied

on standard terms, such as the net amount of demerit deductions for

milk quality issues. These are Standard Supply Adjustments.

Farmgate Milk Price

Overview

TABLE 1: FARMGATE MILK PRICE SUMMARY

SEASON

2018

NZD$ MILLION

2017

NZD$ MILLION

2016

NZD$ MILLION

Farmgate Milk Price Revenue13,164 12,4009,134

Lactose(441)(415)(302)

Net Revenue12,723 11,9858,832

Farmgate Milk Price Cash Costs(1,753)(1,763)(1,815)

Farmgate Milk Price Capital Costs

4

(817)(873)(915)

Total Costs(2,570)(2,636)(2,731)

Aggregate Commodity Milk Payments10,153 9,3496,101

Additional Commodity Milk Payments and Standard Supply Adjustments(11)(13)

Aggregate Farmgate Milk Price10,1429,3366,101

Million kgMS1,5051,5261,566

Farmgate Milk Price calculated under the Manual (NZD$ per kgMS)

5

6.746.123.90

The cost of New Zealand-sourced milk disclosed in Fonterra’s

financial statements for the year ended 31 July 2018 is NZD$10.115

billion. The difference between this amount and the Aggregate

Farmgate Milk Price calculated under the Manual of NZD$10.142

billion primarily reflects the following four factors:

• The aggregate amount for the Milk Price Adjustment.

• The financial statements report the cost of milk acquired during

the financial year comprising the 12 months ended 31 July 2018. In

contrast, the Aggregate Farmgate Milk Price for the season relates to

milk supplied in respect of the 12 month season ended 31 May 2018.

• The Milk Price Manual determines the aggregate amount that a

manufacturer of commodity milk powders will be willing to pay

for the milk supplied to Fonterra. A commodity processor would

not pay premiums for milk sourced specifically for value-add

applications, such as organic milk, or pay as high a premium for

Winter Milk that an integrated processor such as Fonterra would

pay. The aggregate amount of premiums that exceed the amount

a commodity processor would be willing to pay are a cost of

New Zealand-sourced milk for Fonterra.

• The net amount of Additional Commodity Milk Payments and

Standard Supply Adjustments.

4 Includes depreciation, tax and capital charge on fixed assets and net working capital.

5 Table 1 and Figure 1 are consistent with prior year disclosures. In the 2017 Season, we defined for the first time the Farmgate Milk Price as the average price paid for milk

supplied on standard terms of supply. In 2016, the corresponding amount was NZD$3.89.

04
FONTERRA FARMGATE MILK PRICE STATEMENT 0128

The most significant factor that affects the

Farmgate Milk Price from season to season

is revenue.

Figure 1 below shows that changes in the Farmgate Milk Price over

the past three seasons have been driven mainly by changes in

commodity prices converted into NZD.

The first three subsections below describe the key factors that

influence revenue, while the subsequent two subsections describe

the key factors influencing cash costs and capital costs, respectively.

.

.

.

.

.

.

 SEASON SEASON

NZD per kgMS

 SEASON

.

.

.

..

.

.

.

.

.

.

.

.

.

.

.

Additional Commodity Milk Payments

and Standard Supply Adjustments

Milk Price Adjustment

Milk Price Capital Costs

Milk Price Cash Costs

Farmgate Milk Price

Announced Farmgate Milk Price

Net Revenue

FIGURE 1: CHANGES IN THE FARMGATE MILK PRICE SEASONS: 2016 – 2018

Farmgate Milk Price

Overview CONTINUED

05
FONTERRA FARMGATE MILK PRICE STATEMENT 0128

Farmgate Milk Price

Revenue and Costs

MILK SUPPLY, PRODUCTION AND SALES VOLUMES

Farmgate Milk Price Revenue varies according to the volume of milk

supplied during the season, product mix, sales volumes and prices in

NZD. Farmgate Milk Price Revenue is the most significant driver of

the Farmgate Milk Price.

Figure 2 shows the relationship between when milk is collected

during a season (the blue line), the volume of products manufactured

from that milk (the grey line) and when that product is shipped (the

green line). The key points to note are as follows:

• Milk supplied during the 2018 Season comprised 1.505 billion kgMS.

Attachment 1 provides information on milk supplied every quarter

for each of the past three seasons.

• This amount of milk is assumed to be converted into Reference

Commodity Products. The mix

[TRUNCATED]

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