Fonterra Annual Results 2018
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) GMLME
Normalised EBIT
EBIT (millions)
EBITLME
.
.
,
.
,
.
.
Leverage
.
.x
.
.x
.
.
.
Gearing DebtEBITDA
.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) GMLME
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]
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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