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Fletcher Building – FY19 Results and Annual Report

Full Year Results20 August 2019FBUMaterials

P a g e | 1



Fletcher Building returns to profit in year of strong execution


Auckland, 21 August 2019: Fletcher Building Limited’s FY19 financial results reflect a solid NZ

performance, a return to profitability, and successful execution of the first year of its five-year

strategy aimed to refocus and grow the business.


Summary:

➢ Revenue from continuing operations of $8,308 million, up 1% on FY18

➢ Net Profit After Tax of $164 million, compared to a loss of $190 million in FY18

➢ Final dividend of 15 cents per share declared, to be paid on 19 September 2019

➢ EBIT before significant items $631 million, up from $50 million in FY18

➢ Balance sheet materially strengthened, NZ$300 million share buyback programme


$m

Continuing Operations

Total Operations

FY19 FY18 Var FY19 FY18 Var

Revenue 8,308 8,211 +97 9,307 9,471 (164)

EBIT before

significant items

549 (29) +578 631 50 +581

NPAT 246 (239) +485 164 (190) +354

EPS (cps) 28.8 (32.1) +60.9 19.2 (25.5) +44.7


Fletcher Building Chief Executive Ross Taylor said: “FY19 was an important transition year for the

Company and we made significant progress on our five-year strategy. Fletcher Building delivered

a solid financial performance for the year, and I am pleased with the work we carried out to

stabilise and refocus the Company.”


Revenue from continuing operations of $8,308 million increased slightly compared to the prior

year. Total EBIT before significant items was $631 million, which was within the Company’s

earnings guidance range and compared to $50 million in the prior year.


Continuing operations excludes the divested Roof Tile Group, Formica, Dongwha & Sims Pacific Metals operations.

EBIT before significant items is a non-GAAP measure used by management to assess the performance of the Group

and has been derived from Fletcher Building Limited’s financial statements for the year ended 30 June 2019.

P a g e | 2

“In New Zealand our core building products and distributions businesses delivered good results,

maintaining strong market positions and revenues despite operating in a highly competitive

environment. The Construction division stabilised which led to a return to profitability, and we

are on track to complete the remaining legacy B+I projects within the provisions we set in

February 2018.


In Australia, the performance reflected tough market conditions, rising input costs and poor

operating disciplines in some areas. Turnaround plans are well underway to reset these

businesses and deliver growth in FY20.


The Company’s decision to operate in a more focused geographic footprint led to the sale of

international businesses Roof Tile Group and Formica during the year. Both sales were

completed ahead of schedule and the proceeds received were above expectations. The sale of

Formica for NZ$1.2 billion materially strengthened the Company’s balance sheet, we have

commenced our NZ$700-800 million debt reduction and will distribute up to NZ$300 million to

shareholders through an on-market share buyback.


The Company reinstated dividend payments during FY19 with a total dividend for the year of 23

cents per share which was weighted to the final payment. The final dividend of 15 cents per share

will be paid to shareholders on 19 September 2019 and will be unimputed and unfranked for NZ

and Australian taxation purposes. The dividend reinvestment plan will not be operative for this

dividend payment.


“FY19 was a year of solid execution against the Company’s strategy. We have landed a leaner

organisation and end the year with a more manageable footprint and a strong balance sheet.

Looking ahead, we will drive performance across the business in FY20.”


#Ends

For further information please contact:

MEDIA

Simone Rosentreter

Senior External Communications Advisor

+64 21 137 4137

simone.rosentreter@fbu.com

INVESTORS AND ANALYSTS

Aleida White

Head of Investor Relations

+64 21 155 8837

aleida.white@fbu.com

---

F O C U S
Fletcher Building

Full Year Results to

30 June 2019

ROSS TAYLOR

—Chief Executive Officer

BEVAN MCKENZIE

—Chief Financial Officer

21 August 2019

F O C U S
Fletcher Building

Full Year Results Presentation 2019

Agenda

1. ResultsOverview Ross Taylor

2. Divisional Performance Ross Taylor

3. Financial Results Bevan McKenzie

4.Outlook Ross Taylor

✓Leaner organisation, strengthened governance
✓Returned to profitability, dividends reinstated

✓Strong balance sheet, material debt reduction

✓Capital return of up to $300m via share buyback

FY19 refocus and stabilise transition year successfully delivered

✓Roof Tile Group and Formica sold for $1.25b, delivered ahead of schedule

1. Refocus on

the NZ core

2. Stabilise

Construction

3. Strengthen

Australia

4. Exit non-core

businesses

Fletcher Building Full Year Results Presentation | © August 2019

✓Returned to profits, no change to B+I provisions

✓On track, revenue in line with competitive market

✓Intervened and set up for turnaround

3

Earnings within guidance, strong balance sheet and dividend
4

Note: All metrics include discontinued operations RTG and Formica which were sold during the year

1

Measures before significant items are non-GAAP measures used by management to assess the performance of the business and has been derived from

Fletcher Building’s financial statements for the year ended 30 June 2019. Details of significant items can be found in note 2ofthe financial statements.

Fletcher Building Full Year Results Presentation | © August 2019

Revenue

$9,307m

FY18: $9,471m

Net earnings

$164m

FY18: $(190)m

EBIT before sig

items

1

$631m

FY18: $50m

Cash flow from

operating

activities

$153m

FY18: $396m

EPS before sig

items

43.0c

FY18: (8.1)c

Dividends

23c

FY18: nil

Net debt

$325m

FY18: $1.3b

Return on Funds

Employed before

sig items

11.8%

FY18: 0.9%

Improved balanced scorecard across most metrics
5

Fletcher Building Full Year Results Presentation | © August 2019

SafetyEngagement

SustainabilityCustomer

•Deeply saddened by recent

fatalities

•Group wide ‘Protect’

programme reset

•Continue to drive TRIFR to

under 5.0 (well below

industry average)

•Drive employee engagement

>80% (top quartile) with no

business lower than 70%

•Committed to a Science Based

Target to reduce our carbon

emissions -in line with NZ

Government carbon reduction

aims and to limit global

warming to below 2

o

C

•Focus on NZ cement

manufacture and power in

Australia

•Drive to a best in class net

promoter score of >55

•Rollout and embed customer

service promises across

all businesses

Total Recordable Injury

Frequency Rate

1

Employee Engagement Rating

Net Promoter

Score

3

6.7

6.9

5.1

5.0

FY16FY17FY18FY19

24

33

41

FY17FY18FY19

66%

67%

70%

71%

FY16FY17FY18FY19

1

TRIFR = Total no. of recorded injuries per million man hours worked.

2

Carbon Emission Intensity = FBU Co2 Tonnes for every $1m of revenue. Restated per ISO 14064-1, previously overestimated; increase in FY18 is due to Higgins acquisition

3

Net Promoter Score calculated as % Promoters (9 -10) minus % Detractors (0 -6).

FY16FY17FY18FY19

143

141

149

Carbon Emission

Intensity

2

139

Well positioned to drive shareholder returns into the future
6

•Manageable footprint

•Population and GDP growth

•Geographic isolation gives “in country” scale positions a competitive advantage

•Global innovation “fast follower”, but first in our home markets

•Cheaper and better automation making developed country manufacturing more viable

•Strong balance sheet, leverage of 0.4x against target leverage range of 1.5x-2.5x

•Target ROFE 15%, target cash conversion 70%

•Diversified funding sources, robust liquidity and maturity profile

•$300m buy back, dividend reinstated, dividend pay out ratio of 50-75% NPAT

Focus

Financial

Discipline and

Returns

Consistency

Leveraged to

upside

Positioned for

macro tailwinds

•Drive and grow our strong and well positioned NZ businesses

•Trap the upside potential in our underperforming Australian businesses

•Leverage of skills and IP

Fletcher Building Full Year Results Presentation | © August 2019

F O C U S
Fletcher Building

Full Year Results Presentation 2019

Agenda

1. ResultsOverview Ross Taylor

2. Divisional Performance Ross Taylor

3. Financial Results Bevan McKenzie

4.Outlook Ross Taylor

50
710

631

0

1

17

5

660

(13)

(5)

(16)

(6)

(5)

(57)

FY18 Actual

FY18 B+I

FY18 Actual ex B+I

Divested in FY18 only

Building Products

Distribution

Steel

Concrete

Residential and

Development

Construction ex B+I

Australia

Formica and Roof Tile

Group (discontinued

operations)

Corporate

FY19 Actual

FY19 vs FY18 EBIT earnings bridge

Fletcher Building Full Year Results Presentation | © August 2019

8

1

Before significant items, including discontinued operations

EBIT

1

(NZ$m)

Industry context New Zealand
Elevated activity in all sectors

Residential Consents (#)

NZ Historical

Value of Commercial and Infrastructure work put in

place (Nominal $m)

Key:ResidentialCommercialInfrastructure

Fletcher Building Full Year Results Presentation | © August 2019

9

FY15FY16FY17FY18FY19

25k

29k

30k

33k

35k

6,059

6,625

7,317

7,635

8,824

6,316

6,053

6,046

7,274

6,863

FY15FY16FY17FY18FY19F

Residential

•Residential activity remains elevated, c35k consents in FY19, highest

levels since mid 1970’s

•Supported by ongoing population growth of c2%: c50k net migration

to Jun’19

•Continued shift to apartments and townhouses driving decline in

average floor area overall

•Stable inventory of houses for sale, stable national house prices,

sales of Auckland homes in $650k-$1,000k price band remain stable

Commercial

•Activity at historical high levels: annual value of work put in place

>$8b

•Growth rates remain high across most regions

Infrastructure

•Activity at historical high levels, driven by large roading projects

•Pipeline of projects slowed in past 12 months, as change in

Government priorities flows through with shift towards road safety

upgrades, rail and water

Source: Infometrics, Statistics NZ

10
Building Products performance

•Increased revenue in WWB, TINZ and Laminex benefiting from

strong consents and strong market positions, offset by lower

rural activity impacting pipelines businesses

•Slightly lower EBIT: improved WWB and TINZ earnings offset

by lower pipelines contribution and continued input cost

pressures (energy, gypsum, resin) which could not be fully

recovered in price

•Humesteam and business reset after underperformance and

ERP deployment complications

•Innovation through WWB’s new rigid air barrier Weatherline®,

Laminex product range expansion and refresh, mobile

extrusion plant purchase in Iplex

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

764759(1)%

EBITDA

1

145139(4)%

EBIT

1

132127(4)%

Trading Cash Flow

142142-

EBIT margin %

17.3%16.7%

(0.5)%pt

ROFE

2

%

27%25%

(2)%pt

Capex

1937

95%

Cash Conversion

3

95%83%

(12)%pt

Domestic board sales (000m

2

)

-1%+3%

Glasswoolsales (tonnes)

-1%+3%

Concrete pipe vol(000t)

-9%+3%

Plastic pipe sales vol(t)

+15%-5%

1

Before significant items

2

EBIT/Closing Funds

3

Cash conversion = FCF/EBIT

Fletcher Building Full Year Results Presentation | © August 2019

Resi, 52%Com, 17%Infra, 31%

Divisional Exposure

Building Products

11
Distribution performance

•Growing revenue, benefiting from elevated market

backdrop particularly in Auckland

•Solid EBIT from PlaceMakers and Micoearnings grew

strongly, offset by Snappy

•New PlaceMakers branch in Rotorua

•New Mico branch in Motueka and innovation through

expansion of category offering into concrete pipes

•Continued investment in upgrades to branches and

showrooms

•PlaceMakers digital innovation investment continued with

new transportation management system, digital mobility

roll out, and new head office ERP system in place

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

1,530

1,596

4%

EBITDA

1

113

114

1%

EBIT

1

104

104

-

Trading Cash Flow

11298(13)%

EBIT margin %

6.8%6.5%

(0.3)%pt

ROFE

2

%

39%35%

(4)%pt

Capex

2023

15%

Cash Conversion

3

88%72%

(16)%pt

PlaceMakers revenue

+0.1%+4%

PlaceMakers stores

6263

Mico revenue

+4.5%+4%

Mico stores

6566

Fletcher Building Full Year Results Presentation | © August 2019

Resi, 71%Com, 21%

Infra

,

8%

Divisional Exposure

Distribution

1

Prior year excluding significant items

2

EBIT/Closing Funds

3

Cash conversion = FCF/EBIT

12
Steel performance

•Revenue growth from:

–Roofing volume growth driven by strong residential

market

–Market share gains on strong customer service

performance

–Partly offset by subdued activity in manufacturing and

rural sectors and lower project activity in Reinforcing

•EBIT decline mainly from intense competitive trading

environment and higher steel prices

•New ERP system in Reinforcing and upgrade of roll-forming

capacity in Dimond

•Successful strategy to increase dual supply of raw materials

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

532

555

4%

EBITDA

1

54

38

(30)%

EBIT

1

49

33

(33)%

Trading Cash Flow

5515(73)%

EBIT margin %

9.2%5.9%

(3.3)%pt

ROFE

2

%

27%15%

(12)%pt

Capex

1418

(29)%

Cash Conversion

3

82%(9)%

NM

Easysteelvolumes (t)

+3%+3%

PCC local volumes (t)

-3%+7%

Fletcher Reinforcing

Volumes (t)

-10%-3%

Fletcher Building Full Year Results Presentation | © August 2019

Resi, 25%Com, 36%Infra, 39%

Divisional Exposure

Steel

1

Prior year excluding significant items

2

EBIT/Closing Funds

3

Cash conversion = FCF/EBIT

Concrete
13

Concrete performance

•Solid overall business unit revenue contribution:

–Strong aggregates revenue growth through improved pricing

and volumes from major roading projects

–GBC revenue from strong demand and positive price

achievements offset by cement mill outage

–Steady ready-mix sales with regional variation reflected in

higher Auckland, lower Christchurch from project completion

•EBIT impacted by strong WinstoneAggregates performance

broadly compensated GBC cement mill outage of $7.0m and

depreciation charges

•Cement supply chain improvements with coastal shipping to New

Plymouth, additional barge capacity between Portland-Auckland

•Completion of Auckland airport precinct ready-mix plant boosting

Firth network

•Waikato quarry acquisition now fully integrated into division

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

812

802

(1)%

EBITDA

1

135

134

(1)%

EBIT

1

90

84

(7)%

Trading Cash Flow

1281366%

EBIT margin %

11.1%10.5%

(0.6)%pt

ROFE

2

%

14%13%

(1)%pt

Capex

6265

5%

Cash Conversion

3

74%85%

11%pt

Domestic cement volumes

+4%-2%

Aggregates sales volumes

+6%8%

Ready mix volumes

+2%0%

Fletcher Building Full Year Results Presentation | © August 2019

Resi, 43%Com, 30%Infra, 27%

Divisional Exposure

1

Prior year excluding significant items

2

EBIT/Closing Funds

3

Cash conversion = FCF/EBIT

Residential and Development
14

Residential and Development performance

•Excellent revenue growth with Residential revenue up 13%

to $526m, Land Development up 5% to $113m

•Increased units sold to 755 (735 dwellings and 20 sections)

compared to 714

4

(613 dwellings and 101 sections) in FY18

–Auckland: continued solid demand for homes priced

$600-900k

–Christchurch: strong sales of Atlas Quarter apartments,

higher Awateadevelopment sales, first sales in One

Central precinct

•Settlement times extended in higher price points

•Stable year on year EBIT:

–Residential margins stable with higher proportion of

unit sales in lower margin Christchurch as forecast

–Higher Land Development EBIT from surplus asset sales

–New site, equipment, operating staff recruitment for

newly created Panelisationbusiness

•c5 years’ supply of lots under control, of which 75% are on

balance sheet

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

575

639

11%

EBITDA

136

137

1%

EBIT

1

136

137

1%

Trading Cash Flow

10995(13)%

EBIT margin %

23.7%21.4%

(2.3)%pt

ROFE

2

%

23%21%

(2)%pt

Capex

17

NM

Cash Conversion

3

79%64%

(15)%pt

Residential EBIT

8584

(1)%

Land Development EBIT

5156

10%

PanelisationEBIT

-(3)

NM

1

FY18 EBIT = $130m if restated under IFRS15

2

EBIT/Closing Funds

3

Cash conversion = FCF/EBIT

4

658 units (527 dwellings, 131 sections) if restated under IFRS15

Fletcher Building Full Year Results Presentation | © August 2019

Construction
15

Construction performance

•Increase in revenue reflects strong growth in Major Projects and

BPC offset by lower B+I revenues

•Return to operating profitability but lower Higgins EBIT due to

project completion timing

•At 30 June 2019 backlog of work was $1.4b (of which B+I $0.3b)

compared to $1.8b at 30 June 2018 (of which B+I $0.8b)

reflecting B+I project completion

•Four remaining B+I projects to be completed in 2019, two in

2020

Building a balanced portfolio

•Management team rebuilt

•In June 2019 confirmed intention to recommence focused

bidding in the vertical construction market

•Bids and targeted project portfolios aligned with overall

business risk and appetite

•More medium sized projects, smaller number of larger projects

•Focused on right clients who will accept sensible risk profiles

and margins

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

1,685

1,702

1%

EBITDA

1

(588)

68

NM

EBIT

1

(608)

47

NM

Trading Cash Flow

(172)(210)(22)%

EBIT margin %

(36.1)%2.8%

38.9%pt

Capex

3331

(6)%

Cash Conversion

2

NMNM

NM

B+I EBIT

(660)-

NM

Higgins EBIT

4236

(14)%

Major Projects, Brian Perry Civil,

South Pacific, Divisional costs

EBIT

1011

10%

Fletcher Building Full Year Results Presentation | © August 2019

1

Prior year excluding significant items

2

Cash conversion = FCF/EBIT

Industry context Australia
Sharp declines in residential sector

Source: BIS Oxford Economics (financial years)

Residential Approvals (#)

222k

FY15FY16FY17FY18FY19FFY20F

AU Historical

Value of Commercial and Infrastructure work put in

place (A$b)

FY15FY16FY17FY18FY19FFY20F

37

38

38

464247

112

95

88

106

90

87

231k

239k

150k-160k

232k

185k

Key:ResidentialCommercialInfrastructure

Fletcher Building Full Year Results Presentation | © August 2019

16

Residential

•Division mainly exposed to new detached/semi-detached housing,

plus additions and alterations; accounts for c90% of AU residential

exposure

•Material contraction in forward work: approvals down 20% to c185k

with greatest decline in attached dwellings followed by semi-

detached and detached dwellings

•Falling house prices triggered by affordability issues, credit tightening

and an increase in housing stock

Commercial

•Contracting across most sectors; most states declined, although

recent recovery in non-residential approvals in NSW and QLD

Infrastructure

•Division principally exposed to road, rail, water and coal seam gas

•Work put in place slightly down but commencements improving

particularly in NSW and WA, and in roading and mining

Australia
17

Australia performance

•EBIT impacted by significant residential market decline and

competitive activity

–Higher input costs from resin, fuel and steel with $23m

AUD/USD currency impact not able to be recovered in price

•Comprehensive review, decisive intervention to reset and

strengthen the division with site closures, properties

consolidated, teams restructured, merger of Iplex and Rocla

pipelines businesses

•Targeting $100m gross annual cost-out benefit by FY21, expect

c$15m of this to flow to net EBIT benefit in FY20 with c$50m in

FY21

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

3,076

3,024

(2)%

EBITDA

1

176

119

(32)%

EBIT

1

114

57

(50)%

Trading Cash Flow

14657(61)%

EBIT margin %

3.7%1.9%

(1.8)%pt

ROFE

2

%

6%3%

(3)%pt

Capex

7991

15%

Cash Conversion

3

60%NM

NM

Building Products Aus. EBIT

1

7640

(47)%

Distribution Aus. EBIT

1

138

(38)%

Steel Aus. EBIT

1

2511

(56)%

Divisional costs

-(2)

NM

1

Before significant items

2

EBIT/Closing Funds

3

Cash conversion = FCF/EBIT

Fletcher Building Full Year Results Presentation | © August 2019

Resi, 54%Com, 27%Infra, 19%

Divisional Exposure

Successful divestments ahead of schedule
•Roof Tile Group

−Sold on 1 November 2018

−Final net sale price of NZ$59m to IKO, in line with

expectations

•Formica

−Sold on 3 June 2019

−Final net sale price of NZ$1,191m to Broadview, ahead

of expectations

−Exited at 10.8x FY18 EBITDA, at top end of expectations

−Timely exit from softening of the US market

Formica and Roof Tile Group

18

Financial results

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Gross Revenue

1,1771,019(13)%

External Revenue

1,153999(13)%

EBITDA¹

106106-

EBIT¹

658226%

1

Before significant items

Fletcher Building Full Year Results Presentation | © August 2019

Sale proceeds andloss on disposal

NZ$m

Roof Tile

Group

(completed)

Formica

(completed)Total

Net sale proceeds

591,191

1,250

Less: Carrying Value

771,3131,390

Loss on disposal

18122140

F O C U S
Fletcher Building

Full Year Results Presentation 2019

Agenda

1. ResultsOverview Ross Taylor

2. Divisional Performance Ross Taylor

3. Financial Results Bevan McKenzie

4.Outlook Ross Taylor

Income statement
Return to group profitability following B+I losses

20

All metrics include discontinued operations

NZ$m

June 2018

12 months

June 2019

12 months

Change

$m

Revenue9,4719,307(164)

EBITDA264830566

EBIT before significant items50631581

EBIT margin (%)1%7%6%pt

Significant items(168)(234)(66)

EBIT(118)397515

Funding costs(157)(118)39

Tax96(102)198

Non-controlling interests(11)(13)(2)

Net earnings/(loss)(190)164354

Net earnings/(loss) before significant items(60)367427

Earningsper share (EPS –cents) before significant items(8.1)43.051.1cps

Earningsper share (EPS –cents)(25.5)19.244.7cps

Fletcher Building Full Year Results Presentation | © August 2019

Operating cash flow
Cash flows mainly affected by creditor timing

21

NZ$m

June 2018

12 months

June 2019

12 months

Change

$m

EBIT before significant items from continuing operations631549(82)

Depreciationand amortisation1701744

Provisions,cash impact of significant items and other(47)(65)(18)

Trading cash flow before working capitalmovements from continuing operations754658(96)

Residential and Development(28)(27)1

Construction (ex B+I)35(16)(51)

Debtors(20)2848

Inventories(54)(54)-

Creditors116(37)(153)

Trading cash flow from continuing operations803552(251)

International12114(107)

B+I(285)(257)28

Trading cashflow

1

639309(330)

Cash tax paid(85)(28)57

Interest paid(158)(128)30

Reported cash flows from operatingactivities396153(243)

Free Cash Flow

2

from continuing operations494254(240)

1

Trading cash flow = EBITDA + Change in net working capital + provisions and other adjustments

2

Free Cash Flow = Trading cash flow less capex less cash tax, excluding M+A activities

Fletcher Building Full Year Results Presentation | © August 2019

Operating cash flow
Second half working capital returned to normal as anticipated

22

Fletcher Building Full Year Results Presentation | © August 2019

NZ$m

June 2018

6 months (H2)

June 2019

6 months (H2)

Change

$m

EBIT before significant items from continuing operations356301(55)

Depreciationand amortisation83863

Provisions,cash impact of significant items and other(36)(14)22

Trading cash flow before working capitalmovements from continuing operations403373(30)

Residential and Development(37)239

Construction (ex B+I)391(38)

Debtors(96)(46)50

Inventories(1)3738

Creditors202149(53)

Trading cash flow from continuing operations5105166

International80(20)(100)

B+I(152)(152)-

Trading cashflow

1

438344(94)

Cash tax paid(55)(11)44

Interest paid(97)(66)31

Reported cash flows from operatingactivities286267(19)

Free Cash Flow

2

from continuing operations329327(2)

1

Trading cash flow = EBITDA + Change in net working capital + provisions and other adjustments

2

Free Cash Flow = Trading cash flow less capex less cash tax, excluding M+A activities

Working capital metrics
Sustained improvement in working capital cycle, especially debtors

23

Key working capital metricsDebtor DaysInventory DaysPayables Days

As at

June

2018

As at

June

2019

Change

(days)

As at

June

2018

1

As at

June

2019

Change

(days)

As at

June

2018

As at

June

2019

Change

(days)

Building Products36.334.7(1.6)91.293.72.536.336.40.1

Distribution37.736.9(0.8)43.943.9-41.638.0(3.6)

Steel42.843.30.581.088.97.946.246.60.4

Concrete36.035.7(0.3)36.032.7(3.3)39.841.31.5

Australia47.645.4(2.2)93.694.20.655.757.92.2

Materials and Distribution

Total

42.340.7(1.6)73.774.20.547.447.90.5

Fletcher Building Full Year Results Presentation | © August 2019

1

June 2018 inventory days has been restated to reflect the restatement of cost of goods and selling and marketing expenses as pernote 28 of the financial statements.

(168)
(285)

(257)

(292)

(660)

(257)

FY17FY18FY19FY20F

Cash outflowEBIT lossForecast cash outflow

Cash impact of B+I losses

Forecast provisions unchanged

24

FY17 FY18 FY19 FY20F

•FY19 cash outflows $257m

•Total $257m forecast outflows remaining

Fletcher Building Full Year Results Presentation | © August 2019

Cash flow impact of B+I losses (NZ$m)

Capex and depreciation
Remain within guidance, focused investment in core business

25

NZ$m

June 2018

12 months

June 2019

12 monthsChange

Stay-in-business21424026

Growth9010818

Total Capex30434844

Of which: continuing operations24128544

Acquisitions-2626

Depreciation / Amortisation214199(15)

Of which: continuing operations1701744

Fletcher Building Full Year Results Presentation | © August 2019

181

91

63

13

NZAustraliaInternationalOther

$348m

Capex by Markets (NZ$m)

•FY20 capex expected to be in the range $275-$325m (excl. WWB

plant investment)

•FY20 depreciation & amortisation is expected to be c$200m

(prior to impact of IFRS 16)

26
1,273

325

153

1,288

348

26

68

7

44

281

Opening Net Debt - FY19

Cash flow from operations

Capex

Acquisitions

Divestment

Interim dividend payment

Minority distribution

Closing net debt before hedging/FX

Hedging/FX on debt

Closing net debt

1

Leverage ratio ex B+I excludes B+I impact from EBITDA only

Net debt and leverage

Formica proceeds strengthen leverage metrics

Leverage

(Net Debt/EBITDA)Jun 2018Jun 2019

Target range of 1.5x-2.5x

Group4.8x0.4x

Group ex B+I

1

1.4x0.4x

Fletcher Building Full Year Results Presentation | © August 2019

Net debt (NZ$m)

Debt maturity profile and funding costs
Debt reduction process underway

27

Debt Maturity Profile at Jun-19 (NZ$m)

1

Includes CCIRS component and excludes fair value hedge component

2

Early repayment of NZ$136m of private placements at par in Oct 2018 (original maturity FY27) and NZ$198m in Jun 19 (original maturity Sep 19), repayment of Unlisted capital notes of NZ$50m, purchase of capital

notes of NZ$31m

785

200

100100

16

69

166

150

469

525

400

63

FY20FY21FY22FY23FY24-25FY26+

Capital NotesUSPPBank SyndicateOther

Fletcher Building Full Year Results Presentation | © August 2019

•Undrawn credit lines of $667m and cash of $1,372m

as at 30 June 2019

•Average interest rate on debt is 5.0% (based on

period end borrowings)

•Full year funding costs were $118m (compared to

previous guidance of $125m-$135m)

•All sensible debt reduction opportunities (c$700m-

$800m) will be undertaken, of which $415m already

repaid

2

1

Dividend and share buyback
Final dividend of 15cps, total FY19 dividend of 23cps

Fletcher Building Full Year Results Presentation | © August 2019

28

Share buyback

•With the balance sheet materially de-levered and with

incremental capital available, the Board has resolved to

commence an on-market share buyback of up to

$300m

•This form of shareholder distribution takes into account

tax effectiveness for all shareholders and earnings per

share accretion

•Buyback will commence from 9 September 2019

Dividend

•Final dividend of 15.0 cents per share

•Payment date of Thursday 19 September 2019

•Final dividend unimputed for NZ taxation purposes and

unfranked for Australian taxation purposes

•Dividend Reinvestment Plan will not be operative for this

dividend

•Policy to pay dividends in the range of 50% to 75% of net

earnings before significant items and having regard to

available cash flow

1

remains unchanged

•Interim / Final dividend phasing untypical compared to

prior years due to phasing of FY19 operational cash flows

and Formica proceeds received in the second half

DividendJun 2019

Interim dividend per share8 cents

Final dividend per share15 cents

Total dividend per share23 cents

1

Available cash flow = Free cash flow less cash interest

•Recognises right-of-use asset of $1.4-$1.5b and lease liability of $1.7-$1.8b
•Difference of $0.3b taken as adjustment to retained earnings

IFRS 16

Background and impact

29

Fletcher Building Full Year Results Presentation | © August 2019

•Effective for the group for period commencing 1 July 2019

•Total of c 4,800 operating leases across the Group

Impact on

Balance Sheet

Impact on

Income

Statement

Impact on

Cash Flows

•Operating lease expense now treated as depreciation and interest charges, leading to c$235m

increase in EBITDA and c$50m increase in EBIT

•Small reduction of $15m in NPBT in year one

•No impact on underlying cash flows but new lease arrangement will result in the reclassification of

certain cash flows

•Operating cash flows will increase by the principal payment amount with an offsetting outflow in

financing cash flows

F O C U S
Fletcher Building

Full Year Results Presentation 2019

Agenda

1. ResultsOverview Ross Taylor

2. Divisional Performance Ross Taylor

3. Financial Results Bevan McKenzie

4.Outlook Ross Taylor

Our focus now moves to driving consistent performance
31

1. Refocus on

the NZ core

2. Stabilise

Construction

3. Strengthen

Australia

FY2020

PERFORMANCE

FY2021–23

GROWTH

Fletcher Building Full Year Results Presentation | © August 2019

Complete B+I

projects

Maintain profits

Set-up

for

turn

around

NZ businesses strong and growing

Construction turnaround complete

Performance improvement

Profitable market share

Continued focus on our key enablers and future investment to
drive performance

32

Engaged and capable

people, lean

operating model

Disciplined

performance

improvement and

capital allocation

Strong safety culture

Fit for purpose

systems, next

generation digital

capabilities

High level of

customer intimacy

built through owning

channels to key

segments

Leading innovation

and local adaptation

anchored in

environmental

consciousness

Fletcher Building Full Year Results Presentation | © August 2019

In FY20 we expect ongoing healthy market conditions in NZ and
Australia residential market contraction

33

Fletcher Building Full Year Results Presentation | © August 2019

•Expect Residential consents to ease slightly off peaks, Auckland to remain strong

•Expect Commercial construction to remain at similar levels

•Expect Infrastructure spend to ease in major roading, with increased spend in road safety,

water, and rail

New Zealand Market

Australia Market

•Expect contraction in Residential, forecasting 150k-160k approvals in FY20, however the market

environment remains uncertain

•Expect Commercial market to remain broadly flat

•East Coast Infrastructure work-put-in-place expected to remain broadly flat on established

project pipeline

F O C U S
Fletcher Building

Full Year Results Presentation 2019

Appendix

Appendix
Company overview

35

Revenue: $8.3 billion

People: 16,825

$2,944m

New Zealand

8,843 people

Australia

5,630 people

New Zealand

10,334 people

North America

953 people

Fletcher Building Full Year Results Presentation | © August 2019

South Pacific

861 people

$144m

$5,220m

Continuing External

Revenue

12mth to Jun19 ($m)

Strong New Zealand brands

Australia scale in specific sectors

Summary of FY20 metrics already communicated
Fletcher Building Full Year Results Presentation | © August 2019

36

•Residential and Development: Land development EBIT run rate of c$25m

•Construction: Cash outflows of $257m on B+I

•Australia:

•Targeting $100m gross annual cost-out benefit by FY21; expect c$15m of this to flow to net EBIT benefit in FY20 and

c$50m in FY21

•One-off restructuring costs (significant items) of c$30m

•Corporate costs c$55m

•Capex expected to be in the range of $275-$325m (excl. WWB plant investment)

•Depreciation & amortisation expected to be c$200m (prior to impact of IFRS 16)

•All sensible debt reduction opportunities (c$700m-$800m) will be undertaken across FY19-FY20, of which $415m already

repaid in FY19

•$2.3b gross debt facilities, c$1.1b-$1.2b forecast drawings at Jun-20

•Funding costs expected to be c$80-90m (excluding lease interest costs under IFRS 16)

•Up to $300m on-market share buyback

Industry context
Sectoral exposure, based on revenue

37

1

Based on FY19 total revenue including internal sales. Excludes Formica and RTG and businesses sold or closed during the year *A&A –Additions and Alterations

Revenue Exposure by Sector¹

Residential

(New + A&A)*Commercial

Infrastructure /

OtherTOTAL

NewZealand

10%6%7%23%

Australia

13%5%7%25%

Total Manufacturing

23%11%14%48%

NewZealand

12%4%1%17%

Australia

5%4%0%9%

Total Distribution

17%8%1%26%

New Zealand

6%6%14%26%

Australia

0%0%0%0%

Total Construction

6%6%14%26%

New Zealand Total

28%16%22%66%

Australia Total

18%9%7%34%

Fletcher Building Total

46%25%29%100%

Fletcher Building Full Year Results Presentation | © August 2019

Financial results
Local currency tables

38

GrossrevenueExternal revenue

Revenue

June 2018

12 months

June 2019

12 monthsChange %

June 2018

12 months

June 2019

12 monthsChange %

Residential and Development

New Zealand (NZ$m)

52862518%52862518%

Australia (A$m)

4313(70)%4313(70)%

Construction

New Zealand (NZ$m)

1,5501,5581%1,4761,478NM

Rest of World (US$m)

96971%92975%

Australia

New Zealand (NZ$m)

22NM12100%

Australia (A$m)

2,8342,834NM2,7402,750NM

Rest of World (US$m)

11NM11NM

Formica and Roof Tile Group

New Zealand (NZ$m)

3410(71)%4816(67)%

Rest of World (US$m)

815679(17)%786660(16)%

Fletcher Building Full Year Results Presentation | © August 2019

Financial results
Local currency tables

39

EBIT before significant items

June 2018

12 months

June 2019

12 monthsChange %

Residential and Development

New Zealand (NZ$m)

1211318%

Australia (A$m)

146(57)%

Construction

New Zealand (NZ$m)

(636)20NM

Rest of World (US$m)

2018(10)%

Australia

New Zealand (NZ$m)

11NM

Australia (A$m)

10554(49)%

Rest of World (US$m)

(1)NM

Formica and Roof Tile Group

New Zealand (NZ$m)

33NM

Australia (A$m)

(4)(2)(50)%

Rest of World (US$m)

475517%

Fletcher Building Full Year Results Presentation | © August 2019

New Zealand Residential performance and trends
40

586

149

20

0

100

200

300

400

500

600

700

800

FY10FY 11FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY19

Low/Medium DensityHigh DensitySectionsCommercial

Total

1

658 755

Residential units sold

Distribution of sales prices for FY19 residential sales

19%

20%

36%

17%

8%

17%

19%

48%

14%

2%

Up to

$500k

$500k-

$750k

$750k-

$1,000k

$1,000k-

$1,250k

$1,250k+

FY18FY19

Sales of Auckland houses in $650k -$1m price band

Fletcher Building Full Year Results Presentation | © August 2019

1

Under IFRS 15, to ensure like-for-like comparison

604

651

138

104

195

0

100

200

300

400

500

600

700

800

900

30-Jun-18Lot

purchases

Costs to

develop land

Movements

in working

capital

30-Jun-19

Funds balance

includes:

•3,687 residential

lots for further

development or

sale

•1,735 lots under

unconditional

agreements

Source: REINZ

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

Dec-08

Jul-09

Feb-10Sep-10

Apr-11

Nov-11

Jun-12

Jan-13

Aug-13

Mar-14

Oct-14

May-15

Dec-15

Jul-16

Feb-17Sep-17

Apr-18

Nov-18

Jun-19

Rolling 12m sales volumes of houses

$650k

-

$1m

Funds employed $m

Group metrics illustrated for IFRS16
Income statement

41

Continuing operations

NZ$m(unaudited)

June 2019

12 months

Reported

Pro forma

IFRS

Adjustment

June 2019

12 months

Pro forma

Revenue8,308-8,308

EBITDA before significant items723234957

Depreciation and amortisation (incl. lease depreciation charge)(174)(185)(359)

EBIT before significant items54949598

Significant items(94)-(94)

EBIT45549504

Lease interest costs-(64)(64)

Funding costs(116)-(116)

Tax(80)-(80)

Non-controlling interests(13)-(13)

Net earnings246(15)231

Fletcher Building Full Year Results Presentation | © August 2019

Note: The pro forma IFRS adjustments noted in the table are the indicative FY20 adjustments, see note 2 to the Financial

Statements

Group metrics illustrated for IFRS16
Cash flows

42

NZ$m(unaudited)

June 2019

12 months

Reported

Pro forma

IFRS

Adjustment

June 2019

12 months

Pro forma

EBITDA before significant items723234957

Lease principal payments-(169)(169)

Lease interest payments-(64)(64)

Other movements(65)-(65)

Working capital movement(106)-(106)

Trading cash flowfrom continuing operations552-553

International14-14

B+I(257)-(257)

Funding costs paid(128)-(128)

Cash tax(28)-(28)

Lease principal repayments reported in financing-169169

Reported cash flow from operating activities153169323

Fletcher Building Full Year Results Presentation | © August 2019

Note: The pro forma IFRS adjustments noted in the table are the indicative FY20 adjustments, see note 2 to the Financial

Statements

Group metrics illustrated for IFRS16
EBITDA by division

43

Continuing operations before significant items

NZ$m(unaudited)

June 2019

12 months

Reported

Pro forma

IFRS

Adjustment

June 2019

12 months

Pro forma

Building Products13924163

Distribution11447161

Steel381351

Concrete13430164

Residential and Development1372139

Construction682189

Australia11989208

Corporate(26)8(18)

Group723234957

Fletcher Building Full Year Results Presentation | © August 2019

Note: The pro forma IFRS adjustments noted in the table are the indicative FY20 adjustments, see note 2 to the Financial

Statements

Group metrics illustrated for IFRS16
EBIT by division

44

Continuing operations before significant items

NZ$m(unaudited)

June 2019

12 months

Reported

Pro forma

IFRS

Adjustment

June 2019

12 months

Pro forma

Building Products1275132

Distribution10411115

Steel33235

Concrete84589

Residential and Development137-137

Construction47451

Australia572077

Corporate(40)2(38)

Group54949598

Fletcher Building Full Year Results Presentation | © August 2019

Note: The pro forma IFRS adjustments noted in the table are the indicative FY20 adjustments, see note 2 to the Financial

Statements

Important Information
45

This Full Year Results presentation dated 21 August 2019 provides additional comment on the

Annual Report of the same date. As such, it should be read in conjunction with, and subject to, the

explanations and views of future outlook on market conditions, earnings and activities given in that

commentary.

In certain sections of this presentation the Group has chosen to present certain financial

information exclusive of the impact of significant items and/or the results of the Building + Interiors

(B+I) business unit. Where such information is presented, it is clearly described and marked with an

appropriate footnote. This allows the readers of this presentation to better understand the

underlying operations and performance of the Group.

Fletcher Building Full Year Results Presentation | © August 2019

F O C U S
Fletcher Building

Full Year Results to

30 June 2019

ROSS TAYLOR

—Chief Executive Officer

BEVAN MCKENZIE

—Chief Financial Officer

21 August 2019

---

Fletcher Building Limited
Annual Report 2019

Contents
Where we are right now

The Results

contents

This Annual Report is dated 21 August 2019

and is signed on behalf of the Board by:

When used in this annual report, references to the ‘Company’ are references to Fletcher

Building Limited. References to ‘Fletcher Building’ or the ‘Group’ are to Fletcher Building

Limited, together with its subsidiaries and its interests in associates and joint ventures.

All references to financial years (e.g. FY18 and FY19) in this annual report are to the

financial year ended 30 June. References to $ and NZ$ are to New Zealand dollars

unless otherwise stated.

Robert McDonald

Director

Bruce Hassall

Chair

In certain sections of this report the Group has chosen to present certain

financial information exclusive of the impact of Significant Items and/or the

results of the Building + Interiors (B+I) business unit, consistent with previous

market guidance. Where such information is presented, it is clearly described

and marked with an appropriate footnote. This allows the readers of this report

to better understand the underlying operations and performance of the Group.

Results at
a Glance

11.8%

Return on funds

employed (ROFE) before

significant items

(1)

2018 0.9%

(p)

10.9 ppts

$164m

Net earnings/(loss)

2018 $(190)m

$9,307m

Revenue

2018 $9,471m

(p)

2%

2018 0.5%

(p)

6.3 ppts

6.8%

5.0

Safety TRIFR

(2)

2018 5.1

(p)

2%

71%

Employee engagement

2018 70%

(p)

1 ppt

41

Customer NPS

(4)

2018 33

(p)

8 pts

(1)

Measures before significant items are non-GAAP measures used by management to assess the performance of the Group and have been derived

from Fletcher Building Limited’s financial statements for the year ended 30 June 2019.

(2)

Total recordable injury frequency rate. Measured by the total number of recordable injuries per million hours worked.

(3)

CO

2

tonnes for every $1 million of revenue.

(4)

Net Promoter Score is a measure of how satisfied our customers are with our business.

23CPS

Total dividend

2018 nil

$153m

Cash flows from

operating activities

$631m

EBIT before significant items

(1)

2018 $50m

139

Carbon Emission Intensity

(3)

2018 $396m

(p)

61%

2018 149

(p)

10 pts

19.2¢

Earnings per share

2018 (25.5)¢

EBIT margin before

significant items

(1)

Fletcher Building Limited Annual Report 20191

5,000
people across

Australia

+

Where we work

We employ over 16,000 people in New Zealand, Australia and the South Pacific.

$3b

300

+

Revenue

Operating

sites

Australia

Fletcher Building Limited Annual Report 20192

Our people are committed to
working together to deliver for

our customers and to support

our communities.

800

people working on

construction in the

South Pacific

Approx.

Approx.10,000

people across almost every

region of New Zealand

$5b

400

+

Revenue

Operating

sites

New Zealand

Fletcher Building Limited Annual Report 20193

Chair’s
Report

Bruce Hassall, Chair.

Dear Shareholders

DELIVERING ON STRATEGY AND RETURN TO PROFITS

Through the FY19 year, Fletcher Building delivered against all the key

areas of its plans, despite challenges in Australia, and returned the

Group to profitability with net earnings attributable to shareholders

of $164 million compared to a loss of $190 million in the prior year.

We also reinstated dividends and, through the $1.3 billion divestment

of the international businesses, ended the year with a strong balance

sheet with net debt of $325 million.

DIVIDEND AND SHAREHOLDER RETURNS

We are pleased that the Company’s significantly improved earnings

and strong cash flows have enabled the Board to approve a final

dividend for the year ended 30 June 2019 of 15 cents per share

(unimputed and unfranked) to be paid on 19 September 2019.

Combined with the 8 cents per share interim dividend, this brings

the total dividend to 23 cents per share for the FY19 year. The Board

is pleased that we have been able to resume payment of a dividend

and that we can now begin again to reward our many shareholders

who have remained loyal to the Company during a difficult period.

Given the strength of the balance sheet, our confidence in the B+I

provisions and our outlook generally we are also returning up to

$300 million to shareholders through an on-market share buyback.

The buyback will commence following release of the Company’s

full year results.

Fletcher Building Limited Annual Report 20194

HEALTH AND SAFETY
We were very saddened at the tragic deaths of five of our people

during the year. These incidents continue to remind us of the

importance of taking a vigilant approach to safety. The Board has

placed intense scrutiny on health and safety and on improving

safety performance. We will continue to stay focused on this as

management implement a business-wide reset of safety across all of

Fletcher Building.

GOVERNANCE

In September, we welcomed five new independent directors, who

have added valuable expertise, bringing a range of complementary

commercial, operational and governance experience to the Board

skill set. During the year, Board members placed an added emphasis

on getting close to the operating businesses through a greater

number of site tours and meetings with management across the

Group. I am confident the Board has appropriate governance and

oversight of the operations of the Group.

On behalf of my Board colleagues, I would like to express our

appreciation for all the dedication of the Group’s employees during

FY19 and for the resilience and commitment they showed during

one of the most difficult periods in the Company’s history.

I am privileged to have become Fletcher Building’s Chair at a pivotal

point in its long history and I am pleased with the progress we

have made through this year. You can rest assured that I and my

fellow Board members are focused on delivering enhanced value to

all our shareholders and building strong relationships of trust with

our key stakeholders.

ANNUAL SHAREHOLDER MEETING

This year’s Annual Shareholder Meeting will be held in November

2019. We look forward to shareholders taking the opportunity to ask

questions, if they wish.

LOOKING AHEAD

This year, we implemented what was planned and outlined in June

2018 – we stabilised the Group, returned to profits, reinstated

dividends, and focused our activities back on New Zealand and

Australia. This sets us up well to drive strong performance across

all our businesses, in particular, our Australia businesses, in the

coming financial year and as we make further progress on executing

our strategy.



Bruce Hassall

Chair

Fletcher Building Limited Annual Report 20195

CEO’s
Report

Ross Taylor, CEO.

At the beginning of the year we identified three stages to the

repositioning of Fletcher Building; firstly, to stabilise the business

through FY19, then to drive performance through FY20, and from

FY21 onwards drive growth. Through this year we achieved what we

needed to and we remain on track.

It was both pleasing and important to see the business deliver

against our financial goals, albeit Australia was tougher than

expected; and across our key actions through FY19. This

performance however, was somewhat overshadowed by the

fatalities we experienced in our Steel and Construction divisions

which I discuss in more detail later.

Our overarching theme through the year was to get focused and

this was achieved; we successfully sold our Northern Hemisphere

businesses, we stabilised Construction, we made a material

intervention in Australia to set it up for a turnaround, and through all

this stayed focused on our strong core New Zealand businesses.

HEALTH AND SAFETY

We have an unwavering commitment to the health and safety of

our people and those who work with us. We were therefore deeply

saddened that during the year we had five fatalities in our business.

Our focus immediately after these was to support the families, friends

and workmates who were impacted by these tragedies, and to ensure

these would not be repeated. We also engaged more broadly across

government and industry to change standard industry work practices

where appropriate. Beyond this we embarked on a multi-year reset

of our safety programs and approach across the entire business. The

leadership team and I are committed to making Fletcher Building a

consistently safe place where everyone who works with us, returns

home safely to their families each and every day.

Fletcher Building Limited Annual Report 20196

PERFORMANCE
Fletcher Building’s performance in FY19 was solid and importantly

we finished the year within our earnings guidance range. Group EBIT

before significant items was $631 million, compared to $50 million

in the prior year. Significant items of $234 million were incurred

through the divestment of our International businesses and through

restructuring charges taken to reset our Australia division.

Group revenue was $9,307 million, which was slightly down on

FY18, but excluding B+I revenue was slightly higher than the prior

period. Our core New Zealand divisions, including residential,

delivered good results, and despite operating in a highly competitive

environment these businesses maintained strong market positions

and revenues.

The Construction division stabilised and returned to profitability

during FY19, and we continue to remain within the provisions set for

the legacy B+I projects in February 2018. Only six of these projects

remain to be completed, and of these projects only two will extend

into calendar 2020. We announced in June that we would resume

bidding for new vertical construction work and will do so in a very

measured and disciplined way.

A combination of a tough residential market, rising input costs

and poor operating disciplines in some areas saw the Australian

division deliver lower than expected results for the year. That said it

was always identified as a “turnaround” and the team successfully

implemented a decisive intervention through the year to set these

businesses up for profit growth in FY20.

A highlight of the year was the successful sale of the Formica and

Roof Tile Group businesses. These were both completed ahead of

schedule and the proceeds received were above expectations. The

exit of these businesses leaves the Group with a more focused

and manageable footprint and has materially strengthened the

Company’s balance sheet.

CAPITAL MANAGEMENT

We made considerable gains with strengthening the company’s

balance sheet during FY19 and ended the year well below our target

leverage range following the successful sale of Formica for $1.2

billion. This has allowed us to commence a debt reduction program

which will total between $700 million and $800 million across FY19

and FY20.

The Company intends to maintain a prudent balance sheet while our

performance reset continues.

But having taken this into consideration we will return up to $300

million to shareholders by way of an on-market share buyback to

commence following full year results.

Dividend payments were reinstated during FY19 with a total dividend

for the year of 23 cents per share.

EMPLOYEE ENGAGEMENT

Through the year, the benefits of our leaner organisation, greater

communication, and the shift of key skills and overhead into the

operating businesses, started to emerge. We also made good

progress on evolving and improving leadership through all levels of

the company, as well as supporting people with appropriate training

and development.

These changes underpinned a continuing rise in employee

engagement through the year.

CUSTOMER SATISFACTION

Great customer service underpins our business, and in FY19 we

saw an increase in our customer satisfaction measure, reflecting

our focus in this area. We continue to look to have all businesses

performing at top quartile levels on customer satisfaction measures

over the coming few years.

SUSTAINABILITY AND INNOVATION

Our sustainability journey continued to develop in FY19 as we work

to increase the transparency of reporting in this space and move

towards an integrated reporting model.

We are committed to reducing our carbon footprint and are in

the process of setting a science-based target for carbon

emissions reduction.

We have a range of initiatives underway which include the diversion

of up to half of all New Zealand’s used tyres into fuel to be used in

the manufacture of cement, the recycling of plastic waste into the

manufacture of our plastic pipes, and the planned investment in a

new state-of-the-art Winstone Wallboards factory, which will enable

the recycling of used plasterboard and the reduction of carbon

emissions by 15%.

In addition, we are in the final stages of building a scale housing

panelisation factory in Auckland which will facilitate both higher

quality homes and a significant reduction in the average total time of

constructing a home.

OUTLOOK

In New Zealand we expect residential consents to ease slightly

off current peaks, non-residential construction to remain at similar

levels, and infrastructure spend to ease in major roading with a move

to road safety, water, and rail.

And in Australia we expect the contraction in residential to continue,

and the non-residential and East Coast infrastructure market to be

broadly flat.

CONCLUSION

Through FY19 we achieved what we said we would, and this

positions us well to drive performance through FY20.

I thank our shareholders, people, customers and suppliers for

their continued support of Fletcher Building, and I look forward to

updating you on our progress during FY20 and beyond.

Ross Taylor

CEO

Fletcher Building Limited Annual Report 20197

Strategy
1. REFOCUS ON THE NZ CORE

We continue to defend and grow our NZ building materials and

distribution businesses and leverage our position in residential. Our

divisional and business unit leadership teams have evolved as our key

performance criteria are lifted. The NZ businesses continue to benefit

from the elevated market backdrop which has held revenues at high

levels. We have maintained our competitive positions and market

shares throughout the year, however, margins have either held flat

or seen some compression across most businesses. Having dealt

with our other priorities, such as the exit of non-core businesses, we

are well set up to focus on improving operational disciplines through

FY20 and setting ourselves up for margin improvements and growth

in FY21.

2. STABILISE CONSTRUCTION

The Construction division changed significantly during the year

with a strengthened management team and experienced project

teams that are fit for purpose. Meanwhile, governance and risk

management processes have been put in place that now underpin

the operations of each business and the disciplines that are

required for building a balanced portfolio. Pleasingly, the division

returned to profitability during the year. Meanwhile we are making

good progress on closing out the historical B+I projects with six

remaining to be completed and are within the provisions made in

February 2018. As part of our overall positioning of the division, we

intend to recommence focused bidding in the New Zealand vertical

construction market. As well as our own divisional improvement,

bid conditions and margins have become more appropriate, the

overall market outlook is strong and a select client base is keen for

us to re-engage in the sector. Importantly, this ensures we are able

to maintain the current momentum to complete the legacy B+I

projects and provide a future for our people as those projects come

to a close.

3. STRENGTHEN AUSTRALIA

The new divisional structure for FY19 established a single leadership

team for the Australian businesses that is based in-market. While the

division faced significant market headwinds mainly through a sharp

decline in residential markets during FY19, it also had poor operating

disciplines in some of our businesses. Decisive intervention during the

year has resulted in clear business unit priorities being established,

including a cost-out programme and targeted growth investment

to set the business up for performance improvement and growth.

The division has emerged from FY19 with much of this programme

underway. It is targeting $100 million of gross annual cost-out benefit

by FY21 with approximately $50 million of this to flow to net EBIT in

FY21. The Group continues to target the Australia division generating

7% EBIT margins in the medium term.

4. EXIT NON-CORE BUSINESSES

One of the key highlights of FY19 was completing the sale of

both the Formica and Roof Tile Group global businesses ahead of

schedule and for strong valuations. The sale proceeds from these

have resulted in a very strong Group balance sheet and enabled

a number of changes to the Group capital structure, as outlined

throughout this report. The completion of this key focus area leaves

the Group with a more focused and manageable footprint, operating

in the New Zealand and Australian markets.

New Zealand International Convention Centre.

Our vision is to be the undisputed leader in

New Zealand and Australian building solutions

with products and distribution at our core.

Fletcher Building Limited Annual Report 20198

To support our strategy we have made changes to how we work
and are very clear on the enablers of successful execution.

THERE ARE 6 KEY ENABLERS OF OUR STRATEGY:

1. Strong safety culture

2. Engaged and capable people,

with a lean operating model

3. High level of customer

intimacy built through owning

channels to key segments

4. Fit for purpose systems and

next-generation digital capabilities

5. Disciplined performance

improvement and capital allocation

6. Leading innovation and

local adaptation anchored

in environmental

consciousness

Refocus on

the NZ core

Stabilise

Construction

Strengthen

Australia

Exit non-core

businesses

NZ Businesses strong and growing

Complete B+I projects

Return division to profit

Set-up for turnaround

Roof Tile Group and

Formica divested

Construction turnaround complete

Performance improvement

Profitable market share

1.

2.

3.

4.

FY2019

REFOCUS AND STABILISE

FY2021 – 23

GROWTH

FY2020

PERFORMANCE

STRATEGY

TIMEFRAMES

Fletcher Building Limited Annual Report 20199

Sustainability
We want to be the New Zealand and

Australian leader in sustainable building

materials, construction and distribution,

and we’ve set ourselves some ambitious

goals to get there.

Our sustainability strategy focuses on what is most important to our business

and to others - our people, communities, customers, key stakeholders and

investors - and where our actions will lead to meaningful change.

The strategy extends what we have already put in place and deepens

our commitment to our people, sustainable products, carbon emission

reduction initiatives, and transparent reporting. We want our business to

thrive and we are committed to playing our part in a sustainable future.

BE THE LEADER IN MAKING

SUSTAINABLE BUILDING PRODUCTS

SUPPORT OUR PEOPLE

AND OUR COMMUNITIES

TRANSPARENT ENVIRONMENTAL,

SOCIAL AND GOVERNANCE REPORTING

PARTNER WITH OUR SUPPLY CHAIN TO

DELIVER SUSTAINABLE OUTCOMES

CAREFUL MANAGEMENT OF OUR

RESOURCES AND EMISSIONS

BUILD HEALTHY HOMES AND DELIVER

SUSTAINABLE INFRASTRUCTURE

OUR KEY AIMS

Fletcher Building Limited Annual Report 201910

LONG TERM GOALS
–Best practice safety

–Certified sustainable products and innovative new solutions

–Recognised as a diverse, inclusive and equitable place to work

–Leading sustainability ratings for what we build

–Carbon emissions reduced – in line with limiting global warming

to below 2°C

–Supply chain risks reduced

–Achieving global benchmark performance

SIGNIFICANT INITIATIVES IN FY20

–Protect safety reset

–Reduce the environmental footprint of our products

–Gender pay parity plan in place

–Group science-based target for reducing our carbon emissions,

water and waste reduction plans in place

–Implement supply chain Code of Conduct

–Move to full Environment, Social and Governance reporting

OUR MATERIAL ISSUES

Our material issues are the areas where we have the biggest impact and the most influence.

Sustainability aimsMaterial issueDivisions with most impact

Be the leader in making

sustainable building products

–The environmental footprint of our products

–Customer engagement

Building Products and Steel, Distribution,

Concrete, Australia

Support our people and

our communities

–The health, safety and wellbeing of our

people and supply chain

–Our people and culture

–Our role as a large employer

Corporate, Building Products and Steel,

Distribution, Concrete, Construction, Australia,

Residential and Development

Build healthy homes

and deliver sustainable

infrastructure

–The impact of our construction operations

–Customer engagement

Building Products and Steel, Distribution,

Concrete, Construction, Australia, Residential

and Development

Careful management of our

resources and emissions

–The resources we use as a large

manufacturer - energy, water and materials

- and our impact on those resources

Building Products and Steel, Distribution,

Concrete, Construction, Australia, Residential

and Development

Partner with our supply

chain to deliver

sustainable outcomes

–Our supply chain

–Marketing and communications

–How we work with government and with

industry partners

Corporate, Building Products and Steel,

Distribution, Concrete, Construction, Australia,

Residential and Development

Transparent environmental,

social and governance

reporting

–Our governance structures and risk

management, including supply chain

–Financial performance and return to

our shareholders

Corporate

SUSTAINABLE DEVELOPMENT GOALS

The Sustainable Development Goals are a global set of goals

adopted by New Zealand, Australia and all United Nations

member states that support strategies to improve health and

education, reduce inequality, and spur economic growth while

tackling climate change and working to preserve our oceans and

forests. Fletcher Building’s sustainability key aims support the

following eight United Nations Sustainable Development Goals.

Fletcher Building Limited Annual Report 201911

Health
and Safety

Tragically, in FY19 we had five fatalities within our business. Two

occurred in our Steel division and three in our Higgins business in a

single roading incident. Each of these tragedies had significant and

everlasting impacts on their whanau, friends, our people and the

communities in which we work.

Our priority during these times is firstly to the whanau and to our

colleagues who are so deeply affected by these losses. Our second

priority is to investigate and understand these events, so we learn

from them and prevent them from ever happening again.

Over the past two years, we have dedicated a lot of time, energy

and resource in building our health and safety framework, Protect,

and implementing our online software solution, Radar, to record

and monitor our health and safety performance. During this

period, we experienced a reduction in our Total Recordable Injury

Frequency Rate (TRIFR) from 6.9 (FY17) to 5.0 (FY19). We also

experienced a reduction in serious injuries from 33 (FY17) to

20 (FY19).

While our overall health and safety performance appeared to be

improving in the past few years, the loss of five of our colleagues

this year is clearly a call for action. As expressed by our leadership

team, we will learn from this, and we will use it to help us drive

safety improvements across all of Fletcher Building. Nothing in

Fletcher Building is more important than getting everyone home

safely each and every day.

We are partnering with a leading international organisation to

review Protect in FY20 with a goal to either accelerate, eliminate,

refine or supplement the programme in order to drive the required

culture, discipline and approach that will improve the safety of

our workplaces.

Our internal employee survey shows we have strong safety values

which can serve as a foundation to build from as part of the

Protect reset. In FY19, 88% of employees said that their managers

regularly reinforce safety behaviours, and 83% said their managers

care about their wellbeing.

In alignment with our Protect tohu, the Protect reset will honour

our past (nga wa

-

o mua), the stories of our people and the good

work done. It will also embrace the views of our present-day

operations and people (i tenei wa

-

) through a Fletcher Building

wide survey and deep dive into the culture, system and risk

assessments in each of our divisions. The goal of the Protect reset

will be to create a sustainable framework and future aspiration (tu

-

manako) where all our people are free from harm.

We are committed to providing a healthy and

safe workplace for everyone who works with us

at Fletcher Building. We believe that everyone

deserves to be protected from harm. To help

us get there we are constantly looking at what

we’re doing that’s working, what’s not working

and where we can do better.

Protect is our safety framework that sets a

consistent environment, health and safety standard

across the business. In FY19, the Protect brand was

updated with a tohu, which was offered to Fletcher

Building by the Whakatupu leadership development

programme initiative. The tohu brings mana and

whakapapa to Protect in a uniquely Māori context.

Tupuna (Ancestor)

Represents our founder

Sir James Fletcher I

Nga wā o mua (Our past)

Represents our past

operations and people

Tūkotahi (Unity)

Our newest value

"Better Together"

I tenei wā (Present day)

Represents our present

operations and people

Tūmanako (Aspiration)

Represents our future

operations and people

Fletcher Building Limited Annual Report 201912

Improving the safety of
temporary works

Fletcher Construction is proud to have

been instrumental in the establishment of

an industry forum for Temporary Works

(Temporary Works Forum NZ) and the

publication of New Zealand’s first ever

Temporary Works Good Practice Guide.

Temporary works are any structure on

site that allow or enable, but are not part

of, the permanent structure. They are

typically removed afterwards, but not

always. Scaffolding and trench supports

are all examples of temporary works.

In 2016, a Fletcher Construction worker

suffered a serious leg fracture when a

temporary block wall collapsed. This

prompted a review within the business

and an Enforceable Undertaking

agreement with WorkSafe.

The review included local industry

practices as well as international best

practice towards the procedural control

of temporary works. As a result, the

industry established a forum and

standardised guidelines were published.

Fletcher Construction worked with

Engineering NZ and Structural Engineering

Society New Zealand (SESOC) to support

the industry forum, to develop the

guidelines and train hundreds of staff and

industry professionals.

TWfNZ GPG01:19 Temporary Works:

Procedural Control GPG was published in

May 2019. Industry feedback has been

overwhelmingly positive.

5.0

FY18: 5.1

FY19

Total Recordable Injury

Frequency Rate (TRIFR)

0.34

FY18: 0.33

FY19

Serious Injury

Frequency Rate

FY15

6.4

6.7

6.9

5.1

5.0

FY16

TRIFR

(1)

FY17FY18FY19

FY15

22

25

33

2120

FY16

Serious Injuries

(2)

FY17FY18FY19

(1)

Total recordable injury frequency rate. Measured by the total number of recordable injuries per

million hours worked.

(2)

Serious Injury includes immediate treatment as an in-patient at hospital for more than 24 hours

or immediate treatment for a serious injury or illness as defined by Safe Work Australia.

CASE STUDY

WELLBEING

As part of our five year strategic plan, we are increasing our focus on the

personal health and wellbeing of our people, recognising the two-way

relationship between work and personal health.

In FY19, we appointed a Group Health and Wellbeing Manager to develop a

strategic and holistic approach to wellbeing, manage our health exposures

and to drive injury management good practices throughout our businesses.

In FY20, our focus will be on aligning our support and management

practices across all of our businesses for injury and illness management to

help ensure our people are supported and cared for in a consistent manner

following work and non-work related injuries or illnesses.

Our primary health exposures across our businesses are related to silica,

noise and asbestos. All of these risks have the potential to cause long term

damage to the health of those people exposed to them. In FY20, health

and exposure monitoring programmes will be used to drive continual

improvement across our businesses for both mitigation methods and

monitoring of the long-term health of our people and those affected by our

work and our products.

We also recognise that the mental and physical health of our people

can have a significant impact on the safety of our sites as well as the

environment in which we work. In FY20, we will be concentrating on the

health and fitness of our people who are in safety critical roles. In addition,

we plan on improving mental health awareness across our businesses.

Fletcher Building Limited Annual Report 201913

People and
Communities

EMPLOYEE ENGAGEMENT

This year’s employee engagement survey FBuSay results showed

steady high-levels of engagement across the company. We once

again achieved an exceptionally high participation rate – 91%

compared with 92% in FY18. Participation this high tells us our

people are invested in how we are doing as a company and they

want to contribute to this.

In fact, 78% of respondents feel their work gives them a

feeling of personal accomplishment and are proud to work for

Fletcher Building.

Our overall Group engagement score was 71% compared with 70%

last year, which is on par with our industry (a composite of retail,

manufacturing and construction).

DIVERSITY AND PEOPLE DEVELOPMENT

The effort we are putting into driving greater diversity in all parts of

our business continues.

We were extremely proud of our Fletcher Building Pride network's

influence both within the Company and externally. Fletcher Building

Pride won the Employee Network of the year at the New Zealand

LGBTI awards in November 2018. Allan Lennie our former Fletcher

Building Pride Chair bravely shared his experience of workplace

bullying to encourage others to speak up and get help. He is a

champion for change and passionate about ensuring the influence

of the network reaches the wider business. In March 2019, he

was recognised for his leadership when he won the Rainbow Tick

Ambassadorship Award at the inaugural Rainbow Excellence Awards.

The launch of our five year strategy just over a

year ago was an exciting time for our people,

but it was also a time of change. One of the

key enablers identified as critical to delivering

our strategy was continuing to increase the

engagement and capability of our people.

We remained focused on this, while

delivering for our customers and looking

after our communities.

In previous years, activities around Auckland have been the Group’s

focus. This year we spent more time in the regions. Fletcher Building

took part in the Wellington Pride parade, and the Concrete division

launched seven permanent rainbow trucks. The drivers of these trucks

are proud of the inclusive message the colourful trucks send as they

go about delivering to their customers throughout the country.

But it's not just about the big events and initiatives, small genuine

gestures are important too. Our focus on inclusion and diversity

begins when we first start talking to job candidates. We have been

a Rainbow Tick organisation since 2015, and we were the first

building materials and construction company to receive the Tick.

This Tick is an important symbol of what we have achieved, but also

a reminder to walk the talk each day. We held our first Rainbow Tick

breakfast in Christchurch this year in partnership with BNZ, with

over 70 people attending.

Winstone Aggregates new rainbow branded aggregate tippers.

Fletcher Building Limited Annual Report 201914

14,000
Across our business around 20% of our employees are women. We

continue to provide targeted development opportunities for high

performing women, are a principal supporter of Global Women, and

are also working on practical ways to expose more of our women to

the opportunities and career progression in our exciting industries.

In 2018, Tradelink launched its Women in Plumbing initiative to

promote Tradelink as an employer of choice for women. It promotes

mentoring, career opportunities, and has created an increased

awareness in the market of its support of women in the workplace.

The initiative has received outstanding feedback from the Plumbing

Merchant Association of Australia and most recently, 25% of new

Tradelink recruits have been women, exceeding the target of 20%.

In another new initiative for our business, Fletcher Living teamed

up with ELE Group and Connexis to co-host a Girls with Hi Vis

®


event at Fletcher Living’s South Auckland Waiata Shores residential

development. The event gave around 60 women a taste of what a

career in construction or infrastructure is like.

Another of our priorities is investing in youth. A development

programme which we are particularly proud of is Connect, an

innovative development and pastoral care programme designed

to support youth in the transition from high school, vocational

education or unemployment into the workforce. In FY19, we had

34 people graduate from the programme. Feedback has been

extremely positive, with managers saying that Connect graduates

show improved time management, proactivity and confidence.

Our Whakatupu Programme which aims to support Ma

-

ori into

leadership roles had 54 participants this year. The programme is well

respected and integrated within our business having been in place

since 2016.

To encourage the future generation of engineers, Easysteel Hawke’s

Bay and Patton Engineering joined forces with Hastings Boys High

School to establish a pre-apprenticeship programme. The programme

provides year 12 and 13 students a chance at a hands-on programme

of engineering skills development. Easysteel also worked with

supplier Weldwell to secure resources for the programme.

We continued our support with First Foundation providing work

experience and mentoring for high-potential students from low-decile

secondary schools.

LEADERSHIP, SKILLS AND TRAINING

In FY19, approximately 14,000 of our people undertook more than

118,000 hours of learning through our training courses. This included

more than 77,000 hours on Protect safety by over 11,000 employees,

and approximately 26,000 hours of leadership training by over 1,200

existing and potential leaders and managers. Feedback on training

was very positive with an overall 92% approval rating by participants.

We continue to focus on the identification and development of

talent, leveraging our world-class leadership programmes to grow

emerging leaders through to future general managers. In FY19, we

successfully piloted an online learning solution for senior leaders,

ExecOnline, which offers a suite of world-class short online learning

programmes, delivered in conjunction with leading international

universities including Stanford and Harvard.

In FY19, approximately

We value our people and their families, and we

build a stronger team by spending time together.

This is just one way to live our Better Together

value and be one Fletcher Building Team.

employees undertook over

118,000

hours of learning through our

training courses.

Fletcher Building Connect programme graduation.

Fletcher Building Limited Annual Report 201915

Our people also have access to financial support through the
Employee Education and Employee Welfare Funds. Between

1 April 2018 and 31 March 2019, the Education Fund assisted 570

employees and dependants with further education and tuition and

a further 145 dependants with development initiatives, such as

Outward Bound.

The Welfare Fund funds the provision of Employee Assistance

Programme (EAP) Services as well as many health and wellbeing

initiatives across the New Zealand business, and supports New

Zealand employees and their families in the event of death, disability

or financial hardship resulting from unexpected medical events.

Between 1 April 2018 and 31 March 2019, the Welfare Fund provided

over $360,000 towards these initiatives.

We sincerely thank the Fletcher Trusts, the Welfare and Education

Funds, for their contribution to making our events possible, as well

as the significant additional opportunities and support they provide

our people.

OUR COMMUNITIES

We are driven to have a positive impact on the world around us and

be a good neighbour.

How we contribute to our communities and work with our

stakeholders takes different forms for each of our businesses and

projects. This can range from local working bees, to residential

development open days, to more formal Memorandums

of Understanding.

Fletcher Living believes that a diverse, connected community

makes a healthy community, and because of this works to provide

a range of housing in its developments. For example, the Ko

-

whai

Ridge development in Massey, Auckland is a joint venture with Nga

-

ti

Wha

-

tua Ora

-

kei. Ko

-

whai Ridge will add 197 much needed homes to

the Auckland housing market. When it is finished, 58 of these will

be bought by community housing providers Vision West, Accessible

Properties, and CORT. The development models the future of

housing on government land on a mixed tenure basis.

Another example of Fletcher Living making a positive impact

on communities is through its $1 million One Central activation

programme in Christchurch. Fletcher Living is bringing people back

into the central city with exciting community activities including

a hammock forest for the public to enjoy a quiet moment to

themselves or socialise with others in natural surroundings, and

most recently the Instagram-able #chchswing, a pair of giant swings.

Golden Bay Cement and Winstone Aggregates have built a strong

relationship with Te Pouwhenua o Tiakiriri Kukupa Trust, which

represents the hapu and iwi in the southern Whangarei region. This

has been strengthened with a formal relationship agreement, which

provides a pathway for the on-going operations of the businesses

while also supporting the long-term aspirations of Powhenua.

A standout project for Fletcher Construction South Pacific has been

the redevelopment of Gordons Market in Papua New Guinea’s

capital, Port Moresby. Part of the UN Women's Safe City for

Women and Girls programme, the basis for the PGK30 million

EXCELLENCE AWARDS

Fletcher Building’s Excellence Awards, which are a much-anticipated

celebration of success within our business, were held in March 2019.

An initial list of more than 230 entries was whittled down to eleven

winners, with Ross Taylor acknowledging the outstanding calibre of

entries from all parts of the company.

Fletcher Living’s Beachlands team took out the top award for truly

living by our purpose and values, having achieved outstanding

customer results with a Net Promoter Score of 93.

OUR EVENTS FOR EMPLOYEES AND FAMILIES

A special part of being an employee at Fletcher Building is the

company-wide events we hold, many of which extend to include

employees’ families.

In FY19, 13,000 of our people and their families took part in Fletcher

Building events, an increase of around 3,000 from FY18 reflecting a

concerted effort to make events more accessible to our people in the

regions. This is just one way we live our Better Together value.

Winner of the Outstanding Emerging Leader Award, Olivia Kathan from PlaceMakers.

Switch Up, our online recruitment platform has successfully placed

54 people into a range of our businesses. The no CV–required

approach shows how screening for attitude and work ethic is a

particularly effective recruitment method for young people coming

into our business from school or unemployment.

A unique programme PlaceMakers Auckland Frame and Truss is

involved in is at the training and production plant within the Auckland

South Corrections Facility in South Auckland. The plant provides

training for select inmates who are working towards release, in the

manufacture of timber framing. This project makes a real difference

by giving inmates a career path after release for employment within

the PlaceMakers plant, and providing an additional supply for the

Auckland housing market.

Fletcher Building Limited Annual Report 201916

Women in Science, Tech,
Engineering and Mathematics

This year the Fletcher Building careers team ran a

first-of-its-kind Women in Science, Technology,

Engineering, and Maths evening as part of the

University’s STEM Careers Expo in May. Five

women from manager to new graduate level

spoke to around 100 soon-to-be graduates to

break down myths and showcase engineering,

construction, and IT as great career paths for

women. We are aiming to increase the number

of female applicants for our graduate and

intern programmes. Alongside this, when the

graduate recruitment website was redesigned,

we intentionally included more videos featuring

women. We were pleased to see the number of

female applicants for our Graduate Programme

increase this year particularly for engineering

and IT.

Ofa Halatanu from Brian Perry Civil says she

loves the friendly construction site environment

where everyone looks out for one another. She

believes more women would join the industry if

they were encouraged at school.

I discovered engineering late in

school, sometimes people just

assume girls aren’t interested in it.

We are once we're exposed to it!

CASE STUDY

design and build project, was to provide a safe and clean working

environment for women. The market, which is the Pacific’s largest,

was opened by New Zealand Prime Minister Jacinda Ardern in

December 2018.

Laminex Australia has recently partnered with Habitat for Humanity

Australia to help vulnerable families. The team ran a pilot project

in Yea, Victoria and there are plans to get involved throughout

Australia in the future.

In April 2019, PlaceMakers launched the PlaceMakers Foundation.

The foundation plans to make a lasting difference from offering a

helping hand to local community groups to bringing major projects to

fruition. The first recipient was a three-year old Dunedin boy raising

money for much-needed surgery which will allow him to walk. He

received the proceeds from the sale of two container homes built by

local tradesmen funded by a Working Bee Grant.

PlaceMakers was the principal partner of the prostate cancer

national awareness month Blue September for its eighth year in a

row bringing the total amount raised to $2.1 million for this worthy

cause. Mico continued its partnership with Make a Wish for a second

year delivering and contributing to seven wishes in FY19, and raising

over $35,000 as well as producing additional labour and materials.

As a Group we contribute a significant amount of money, time

and resources to a wide variety of causes and projects. The total

amount donated to various initiatives and organisations in FY19

was $2 million on top of the other discretionary donations made

by our businesses. Some of the charities we support include Give

a Kid a Blanket, Shine, Auckland City Mission, and following the

tragic events in Christchurch in March 2019, Fletcher Building

donated $100,000.

#chchswing at Fletcher Living One Central, Christchurch.

Fletcher Building Limited Annual Report 201917

Environment
SUSTAINABLE BUILDING MATERIALS AND CONSTRUCTION

We believe in making sustainable products and being transparent

with our customers about our products and their impact.

A number of our businesses have improved the sustainability of their

products and operations this year:

–Iplex New Zealand introduced recycled polyethylene into its land

drainage pipes, with the potential to reuse more than four million

plastic bottles per year.

–Oliveri significantly changed its packaging and have achieved zero

waste to landfill. They are rated as “beyond best practice” by the

Australian Packaging Covenant Organisation.

–The Construction division is working with its clients and

construction partners on sustainability rated projects, including

the Pu

-

hoi to Warkworth Expressway, Peka Peka to O

-

taki

Expressway and Commercial Bay.

Fletcher Living is committed to creating thriving communities and

building healthy homes for its customers. Homes are designed

and delivered with sustainable and energy saving features. It is

becoming more common for us to include sustainability rated

home certifications as part of our developments when partnering

with other organisations and agencies.

Within our construction projects and residential developments,

we are innovating and looking for opportunities to reduce our

environmental impact. This includes managing our impact on

natural resources, local habitats and biodiversity, reducing

emissions and waste, removing any hazardous materials and

managing water use and energy consumption. In the Construction

division recent innovations include increasing the use of biofuels

and hybrid machinery for earthworks, which has supported efforts

to reduce emissions.

Our innovation and sustainability teams continue to work alongside

our businesses to support the development of new or more efficient

products and services.

CARBON EMISSIONS

Addressing climate change is one of the biggest challenges we

face globally. We recognise that as an organisation we have a part

to play in preventing climate change, and for this reason we have

committed to achieving a 30% reduction in our Scope 1 (direct) and

Scope 2 (indirect) emissions by 2030. The target is in alignment

with the Paris Accord and based on maintaining the global

temperature rise to well below 2

o

C.

Our target is currently being verified by the Science Based Targets

initiative, a well-recognised international third-party verification body.

Fletcher Building recognises its opportunity

to make a significant and positive impact on

environmental sustainability within our industries.

To achieve sustainable building solutions, we are

looking at our whole operation as well as how we

work with our supply chain.

Golden Bay Cement.

Fletcher Building Limited Annual Report 201918

Environmental transparency
Fletcher Building is making it easier for

designers, architects and their customers to

understand the environmental performance of

our products.

We have now voluntarily published nine

Environmental Product Declarations (EPDs),

and more than any other company in

New Zealand.

EPDs are leading practice in environmental

transparency – they are independently verified

documents that detail the environmental impact

of a product over its full life cycle.

This year we published EPD's for pre-

painted metal products by Pacific Coilcoaters,

Pink

®

Batts

®

by Tasman Insulation, and cement

products by Golden Bay Cement, which are the

first EPDs for cement in Australasia.

As part of setting this new carbon emissions standard we undertook

an external audit of our FY18 carbon emissions data. This included all

businesses in New Zealand and Australia.

The review highlighted that carbon emissions had been significantly

overestimated in our previous reporting. The errors were principally

due to double-counting of some major emission sources. Corrected

FY17 and FY18 emissions are included in this report. FY18 emissions

for the group were 1,418,093 t CO

2

e (1,238,380 t CO

2

e excluding the

International Division).

We are implementing the internationally recognised standard for

greenhouse gas accounting (ISO 14064-1) to report and audit our

carbon data.

Our increased emissions from FY17 to FY18 were primarily due

to the inclusion of Higgins acquired in FY17 in our reporting and

reduced availability of biomass for Golden Bay Cement which caused

higher consumption of coal as a fuel.

CASE STUDY

Pink

®

Batts

®

are made from recycled glass and

the packaging is also recyclable.

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

FY18FY17FY16FY15FY14

Emissions (tCO

2

e)

FY19

FY18FY17FY16FY15FY14

FY19

200

175

150

125

100

Intensity (tCO

2

e/$M)

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

FY18FY17FY16FY15FY14

Emissions (tCO

2

e)

FY19

FY18FY17FY16FY15FY14

FY19

200

175

150

125

100

Intensity (tCO

2

e/$M)

Emissions excluding Formica and Roof Tile Group

Formica and Roof Tile Group Emissions

Emissions intensity

Combined scope 1 and 2 carbon emissions

Fletcher Building Limited Annual Report 201919

FY19 emissions were 8% lower than FY18, with 1,298,266 t CO
2

e

being produced (1,146,788 t CO

2

e excluding the international

division). The decrease was largely due to a production outage at

Golden Bay Cement and reduced fuel and energy usage in our

Australian businesses.

We expect emissions from Golden Bay Cement to increase in the

short term as production returns to normal levels. However, we have

a number of emission reduction initiatives planned for FY20 and

beyond. Golden Bay Cement is progressing well with its alternative

fuels strategy. The project to introduce tyre-derived fuel is on track

with plant equipment planned to be installed and commissioned

during the first half of the 2020 calendar year.

The project will substitute 20% of Golden Bay Cement's coal use with

up to 3.1 million shredded tyres per annum, which is up to half of New

Zealand’s annual waste tyres, excluding stockpile. It will also reduce

Golden Bay Cement's use of iron sand by 5,000 tonnes or 40%.

We have a number of other carbon reduction initiatives planned,

including opportunities to use cogeneration energy at Laminex

Australia’s Gympie site. Tradelink is monitoring and reducing

electricity usage at their highest usage branches. Fletcher Steel and

our Humes business have developed carbon reduction road maps

and in FY20 all of our business units will be developing reduction

plans in line with our carbon targets.

WATER

Water is essential to our operations, and we recognise our

responsibility to sustainably manage what we use and discharge.

Many of our businesses incorporate water management systems

into their operations, including internal water recycling loops and

catchment equipment for harvesting rainwater. Firth, Winstone

Aggregates, PlaceMakers and Pacific Coilcoaters have all implemented

water management improvements this year. Meanwhile Laminex

Australia, has reduced water taken from bores at its Dardanup site

from 120,000 kilolitres to 48,000 kilolitres per year.

As part of our construction project planning, we work to preserve

natural waterways and make sure that we have extensive erosion

and sediment controls in place.

Over the next year we will improve the quantity and quality of data

that we collect on water consumption and discharge across the

Group. This will enable us to have oversight and focus on further

decreasing our water footprint.

Iplex NZ recycled plastic bottles.

Fletcher Building Limited Annual Report 201920

Protecting our endangered birds
When Fletcher Living’s Health and Safety Manager,

spotted a few small birds on their Hobsonville

Point development site during a pre-construction

walk, she set in flight a process that has led

Fletcher Living to help save New Zealand’s

endangered North Island dotterel population.

Dotterels nest in open sites, typically sand or

gravel banks and sandbars close to beaches and

lagoons. The Fletcher Living site ticked all the

boxes for a great nesting location.

Not wanting to take any chances with a protected

national taonga, Fletcher Living paired up with

ecologists and the Department of Conservation

to safeguard the birds while enabling work to

continue on adjacent areas of the site.

Deterrent measures were also put in place to

encourage the dotterels to take up residence in a

safer, more remote area of the site.

The dotterels have so far raised five chicks from a

cordoned off area of the site.

WASTE

Waste is an area of increased scrutiny across the business. In

FY19, we worked closely with our key waste service providers to

improve our data and performance. Through better understanding

of our waste footprint we can develop specific waste reduction

strategies. We are looking at circular economy principles to

find ways we can use waste from one process or business as

an input in to another. Some of our businesses have already

achieved a significant reduction in waste to landfill, for example,

Fletcher Living, which is currently on target to divert over 70% of

its waste. Oliveri and Iplex NZ stand out for having achieved zero

waste to landfill. Fletcher Building's target is to divert more than

30% of our waste from landfill by FY23.

LAND AND BIODIVERSITY

Maintaining and protecting local habitats and biodiversity

is important to us, our clients and our communities. From

protecting native bats, snails and birds to restoring wetlands and

tree planting, our teams continue to ensure conservation is at the

heart of what we do.

CASE STUDY

Together we carried out

comprehensive grid searches to

find and protect all the nests. Then

exclusion zones were established

around the nests, complete with

fencing and signage that made it

easy for workers to identify and

avoid the dotterels.

– Project Manager Ross Kendrick.

30/30

30% reduction of carbon

emissions by 2030

Dotterel eggs

Oliveri.

Fletcher Building Limited Annual Report 201921

Group Performance
Reported results

Year ended

June 2019

NZ$M

Year ended

June 2018

NZ$MChange %

Total revenue 9,307 9,471 (2%)

EBIT before significant items

(1)

631 50NM

Significant items

(2)

(234)(168)39%

EBIT397(118)NM

Funding costs(118)(157)25%

Earnings/(loss) before tax279(275)NM

Tax (expense)/benefit(102)96NM

Earnings/(loss) after tax177(179)NM

Non-controlling interests(13)(11)(18%)

Net earnings/(loss)164(190)NM


Basic earnings per share (cents)19.2(25.5)NM

Basic earnings per share before significant items (cents)43.0(8.1)NM

Dividends declared per share (cents)23.0 0.0 23.0

Cash flows from operating activities153 396 (61%)

Capital expenditure 348 304 14%

Revenue

Year ended

June 2019

NZ$M

Year ended

June 2018

NZ$MChange %

Building Products759764(1%)

Distribution1,5961,5304%

Steel5555324%

Concrete802812(1%)

Residential and Development63957511 %

Construction1,7021,6851%

Australia3,0243,076(2%)

Other11838%

Continuing operations9,088 8,9821%

Discontinued operations1,0191,285(21%)

Less: intercompany revenue(800)(796)1%

Group external revenue9,307 9,471(2%)

(1)

Measures before significant items (and B+I) are non-GAAP measures used by management to assess the performance of the Group and has been derived from Fletcher Building Limited’s

financial statements for the year ended 30 June 2019.

(2)

Significant items relate principally to losses recognised on disposal of businesses during the year and restructuring charges recognised. Further details of significant items can be found in

note 2 of the financial statements.

Fletcher Building Limited Annual Report 201922

$
127m

$

137m

$

104m

$

47m

$

33m

$

57m

$

84m

Reported operating earnings

Operating earnings before

significant items and B+I

Year ended

June 2019

NZ$M

Year ended

June 2018

NZ$M

Change

%

Year ended

June 2019

NZ$M

Year ended

June 2018

NZ$M

Change

%

Building Products117 132(11%)127 132(4%)

Distribution104 1013%104 1040%

Steel33 41(20%)33 49(33%)

Concrete84 7315%84 90(7%)

Residential and Development137 1361%137 1361%

Construction47 (613)NM47 52(10%)

Australia(21)65(134%)57 114(50%)

Corporate(46)( 111 )59%(40)(45)11 %

Continuing operations455 (176)NM549 632 (13%)

Formica and Roof Tile Group(58)8NM82 6526%

Divested businesses50(100%)13(100%)

Total397 (118)NM631 710 (11%)

Funding costs(118)(157)25%(118)(157)25%

Earnings/(loss) before tax279 (275)NM513 553(7%)

Tax (expense)/benefit(102)96NM(133)(127)(5%)

Earnings/(loss) after tax177 (179)NM380 426(11%)

Non-controlling interests(13)(11)(18%)(13)(11)(18%)

Net earnings/(loss)164 (190)NM367 415(12%)

Building Products

EBIT* 2019

Residential and

Development

EBIT 2019

Distribution

EBIT 2019

Construction

EBIT 2019

Steel

EBIT 2019

Australia

EBIT* 2019

Concrete

EBIT 2019

EBIT 2018 $132m

(p)

4%

EBIT 2018 $136m

(p)

1%

EBIT* 2018 $104m

(p)

0%

EBIT

+

2018 $52m

(p)

10%

EBIT* 2018 $49m

(p)

33%

EBIT* 2018 $114m

(p)

50%

EBIT* 2018 $90m

(p)

7%

* Before significant items.

+

Before significant items and the impact of the B+I business unit.

Fletcher Building Limited Annual Report 201923

Group Overview
External revenue of $9,307 million was $164

million or 2% lower than the prior year, and

excluding B+I revenue was 1% higher than the

prior period. Operating earnings before significant

items were $631 million and were within the

Group’s guidance range of $620 - $650 million.

This compares to $710 million in the prior year which excluded the

Building + Interiors (B+I) business unit losses and included a full year

of trading for the Formica and Roof Tile Group (RTG) businesses. The

Group returned to profit in FY19 with net earnings of $164 million

compared to a loss of $190 million in the prior year.

In the New Zealand businesses, gross revenue (excluding B+I) grew

by 3%, while operating earnings (excluding B+I) before significant

items declined by $31 million or 6% compared to the prior year.

Market activity levels were generally steady compared to the

prior period, with businesses benefiting from the ongoing strong

residential consents, especially in Auckland. Notwithstanding the

strong activity levels, the New Zealand market remained highly

competitive across all sectors.

–The distribution and materials divisions (Building Products,

Distribution, Steel, and Concrete) recorded revenue in line with

the prior year, while operating earnings declined by 7% or $27

million. The reduction in EBIT was primarily due to challenging

trading conditions in the Steel business ($16 million impact),

a mill outage in Golden Bay Cement ($7 million impact), and

higher depreciation compared to the prior period ($5 million

impact). Outside of these factors, business unit earnings were

generally stable or slightly higher compared to the prior period.

The Building Products businesses maintained their strong market

positions, though continued to experience some pressure on

margins as sustained high input costs were not able to be fully

recovered. Distribution volumes benefited from the elevated

market backdrop and we continued to drive improvements to the

customer experience, rolling out our digital mobility tools to all

of our PlaceMakers branches. In Concrete, Winstone Aggregates

produced a very strong result (30% increase in EBIT) as large

infrastructure projects sustained the demand for aggregates and

quarry operating efficiency improved.

–The Residential and Development division delivered earnings

1% higher than the prior period. The housing business continued

its strong growth with house sales rising to 755 units. Margins

remained stable across most housing typologies, however a

higher proportion of units were sold in Christchurch resulting in a

lower overall margin and earnings in line with the prior year. Land

Development sales mainly from Wiri were completed faster than

expected, resulting in a strong EBIT of $56 million for the year.

–The Construction division grew revenue by 1% as a decrease from

the continued wind down of the B+I legacy projects was offset

by strong activity levels across the rest of the division. Operating

earnings for the division declined by $5 million or 10% (excluding

B+I) reflecting lower margin in the Major Projects and Brian Perry

businesses, while Higgins continued to perform well. There was no

change to the B+I provisions booked in February 2018.

In Australia, gross revenue declined by 2% and operating earnings

before significant items declined by $57 million or 50% compared

to the prior year. Performance was impacted by a combination of

a sharp decline in the residential market, which resulted in lower

volumes and heightened competitive intensity in businesses

exposed to that sector (especially Laminex and Stramit) and gross

margin compression in all businesses, as increased input costs (e.g.

resin, fuel, steel) were exacerbated further by a depreciating AUD/

USD currency ($23 million EBIT impact). The division made decisive

intervention to reset and strengthen the Australian business units.

By year end, over 60% of the identified initiatives aimed at overhead

cost savings and consolidating operations were implemented.

The Group completed the sale of the Formica business in June

2019 and the sale of the RTG business in November 2018. Net

proceeds from the transactions totalled $1.25 billion and were

delivered ahead of schedule, completing an important leg of the

Group’s strategy announced in June 2018.

Significant items of $234 million for the year included the loss

on sale for the International businesses of $140 million, and

other restructuring charges of $94 million primarily related to the

Australia reset.

Funding costs for the year decreased by 25% to $118 million,

resulting from lower debt levels and cessation of additional interest

charges in March 2019. The tax expense of $102 million compared

to a tax benefit of $96 million in the prior year, which reflected the

impact of the B+I loss provisions recognised in FY18.

Basic earnings per share were 19.2 cents compared with (25.5)

cents per share in the prior year. Adjusting for the impact of

significant items, earnings per share were 43.0 cents compared with

(8.1) cents per share in the prior year.

GROUP CASH FLOW

Cash flows from operating activities of $153 million were $243

million lower than the prior year.

Excluding B+I and the International businesses which were divested

during the year, trading cash flows from continuing operations were

$552 million, which was $251 million lower than the prior year. This

was due to the following factors:

–Reduced earnings, primarily in the Australia and Steel divisions;

–Increased creditor payments in the materials and distribution

businesses, which had been expected and reflects the unwind of

high creditor balances held as at June 2018;

Fletcher Building Limited Annual Report 201924

–Lower cash flows in Construction (ex-B+I), due to timing of cash receipts
in Higgins and South Pacific, and advance project payments received in

the prior period in Major Projects.

The trading cash flow impacts above were offset to a degree by a

favourable movement in debtors: a cash inflow of $28 million in FY19

compared to a cash outflow of $20 million in the prior year.

The ongoing cost of completing the legacy B+I projects resulted in a

cash outflow of $257 million in FY19 compared to an outflow of $285

million in the prior year.

Cash generation improved materially in the second half of the financial

year, with trading cash flow from continuing operations of $516 million

compared to $36 million outflows in the first half. This was driven

particularly by improved performance in working capital in the materials

and distribution businesses, with a cash inflow of $140 million in the

second half compared to a cash outflow of $203 million in the first half.

Capital expenditure for the Group was $348 million, compared with $304

million in the prior year. Of this total, $285 million was for the Group’s

continuing operations and was at the lower end of the FY19 capex

guidance of $275 million to $325 million.

FUNDING

Total available funding as at 30 June 2019 was $2,257 million. Of this,

$667 million was undrawn and there was an additional $1,372 million of

cash on hand.

The Group’s gearing at 30 June 2019 was 7.2% compared with 23.5% at

30 June 2018.

The Group’s leverage ratio (net debt/EBITDA) at 30 June 2019 was 0.4

times compared with 4.8 times at 30 June 2018. Leverage at 30 June 2019

excluding B+I was 0.4 times compared with 1.4 times at 30 June 2018.

The average maturity of the Group’s debt at 30 June 2019 is 4 years and

the hedged currency split is 40% Australian dollar; 56% New Zealand

dollar; 3% US dollar; and 1% spread over various other currencies.

Approximately 56% of all borrowings have fixed interest rates

with an average duration of 2.9 years. Inclusive of floating rate

borrowings, the average interest rate on the debt (based on

period end borrowings) is 5.0%. Interest rates reflect the removal

of the additional interest charges arising from the debt covenant

breach in 2018.

DIVIDEND

The 2019 final dividend is 15 cents per share, bringing the total

dividend for 2019 to 23 cents per share. In line with the Group’s

tax crediting policy, the Group targets to impute and frank at

least the final dividend subject to available tax credits. The final

dividend will be unimputed and unfranked for tax purposes.

The final dividend will be paid on Thursday 19 September 2019 to

holders registered as at 5.00 pm (NZ time) on Thursday 29 August

2019. The shares will be quoted on an ex-dividend basis from

Wednesday 28 August 2019 on the NZX and ASX. The Dividend

Reinvestment Plan will not be operative for this dividend payment.

OUTLOOK

New Zealand – activity in the residential sector in FY20 is

expected to decrease slightly compared to the current year,

driven by an easing in the level of new residential consents

but continued strength in the Auckland region. Activity levels in

the commercial and infrastructure sectors are also expected to

remain broadly stable, though with a changing mix as previous

spend in major roading shifts to road safety, water, and rail.

Australia – residential activity is expected to continue to contract,

however, the market environment remains uncertain. Commercial

activity and East Cost infrastructure is expected to remain broadly

flat with an established project pipeline.

Cash flow (NZ$m) for the year endedJune 2019June 2018Change

EBIT from continuing operations before significant items549631(82)

Depreciation and amortisation1741704

Provisions, significant items and other(65)(47)(18)

Trading cash flow before working capital movements658754(96)

Residential and Development(27)(28)1

Construction(16)35(51)

Other divisions:

- Debtors28(20)48

- Inventories(54)(54)

- Creditors(37)116(153)

Working capital movements(106)49(155)

Trading cash flow from continuing operations552803(251)

Discontinued operations14121(107)

B+I(257)(285)28

Trading cash flow309639(330)

Less: cash tax paid(28)(85)57

Less: interest paid(128)(158)30

Cash flows from operating activities153396(243)

Free cash flow from continuing operations254494(240)

Fletcher Building Limited Annual Report 201925

Divisions
Concrete

Building

Products

Residential and

Development

Fletcher Building Limited Annual Report 201926

Distribution
AustraliaConstruction

Steel

Fletcher Building Limited Annual Report 201927

Building
Products

DIVISIONAL PERFORMANCE OVERVIEW

The Building Products division reported gross revenue of $759

million, which was 1% lower than the prior year. Operating earnings

before significant items were $127 million, a decrease of $5 million

or 4% compared to the prior year, however, second half earnings

were up by 3%.

Revenue performance across the division reflected supportive

conditions in the residential sector, offset to a degree by lower

infrastructure and rural activity, which impacted the pipelines

businesses as one-off projects were not repeated. Winstone

Wallboards and Tasman Insulation delivered solid revenue growth of

7% and 5% respectively, supported by record production volumes.

All business units continue to focus on expanding their product

offerings. Highlights during the year included the launch of a new

rigid air barrier Weatherline

®

by Winstone Wallboards, product range

expansions and refreshes by Laminex NZ and double-digit growth in

the plumbing and electrical segments by Iplex NZ.

Operating earnings increased in Winstone Wallboards and Tasman

Insulation compared to the prior year, however this was more than

offset elsewhere in the division due to lower pipelines project

activity and input cost pressures. The cost pressures were seen in

higher energy costs – electricity, fuel and gas – and materials costs,

especially resin. While some of these were able to be passed on,

market competition restricted the full recovery of these costs.

In Humes, performance also reflected challenges identified

during the deployment of a new ERP system in the prior year. The

business has undergone a significant reorganisation to streamline

its processes and establish a good base moving forward. Significant

items of $10 million were recorded in the current period relating to

costs associated with this restructuring.

Trading cash flow of $142 million was consistent with the prior

year. This reflected an increase in inventory holdings by Winstone

Wallboards to meet current demand levels and in preparation for

transitioning to a new plant, while receivables continued to be well

controlled with a 1.6 day reduction in debtor days achieved through

the year.

Capital expenditure in the year was $37 million compared to the prior

year spend of $19 million. Key initiatives included Iplex NZ’s purchase

of a mobile extrusion plant for polyethylene (PE) pipe manufacturing

in the South Island, and investments in digital customer platforms

that went live during the year.

FUTURE FOCUS

The Building Products division’s focus for the next 12 months will

be on four key areas. Firstly, organic growth through adjacencies

and product innovation, secondly, an efficient operating model,

thirdly, enhanced pricing disciplines and finally, improved customer

experience. Key drivers of growth for FY20 include Winstone

Wallboard’s new Weatherline

®

products, Iplex’s superior performance

PVC-O range and a further refreshed décor range in our laminated

products. We continue to invest in ensuring our manufacturing

facilities are the most efficient in the market. This includes the

construction of a new Winstone Wallboards facility, New Zealand’s

first mobile PE extrusion plant which can be relocated on site for

large pipeline projects and increased automation in our insulation

facility. Our customer experience will receive renewed focus over

the coming year to ensure that our customers continue to see the

benefits of improved DIFOT, enhanced digital systems and a more

seamless transaction process.

Winstone Wallboards | Laminex New Zealand | Tasman Insulation

Humes | Iplex New Zealand | CSP Pacific

Fletcher Building Limited Annual Report 201928

Building Products
Financial Summary

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

NZ$M

Change

%

Gross revenue759 764 (5)(1%)

External revenue587 613 (26)(4%)

EBIT127* 132

(5)

(4%)

Funds503 494 9 2%

Trading cash flow142 142 0%

* Before significant items.

22%

$127m

EBIT

% of Group EBIT

Fletcher Building Limited Annual Report 201929

Distribution
DIVISIONAL PERFORMANCE OVERVIEW

The Distribution division reported gross revenue of $1,596

million, which was 4% higher than the prior year. Operating

earnings were $104 million, consistent with the prior year.

Solid revenue growth in both PlaceMakers and Mico

continued to be supported by the Auckland market, with

the Waikato and Bay of Plenty regions returning to growth

in the second half. However, the Christchurch market

remains soft. The division continued to expand its branch

network to establish a greater market presence, with a new

PlaceMakers branch in Rotorua following the purchase of a

local competitor, while Mico opened a new branch

in Motueka.

Operating earnings were in line with the prior year despite

the growth in revenue, reflecting the combination of a highly

competitive market and upward pressure on labour costs,

which increased ahead of inflation. The division continues

to defend margins and this will continue be a major focus

looking forward.

Trading cash flow of $98 million was $14 million lower than

the prior year. This was primarily due to lower than expected

customer receipts through the year-end. Working capital

remains well controlled. However, with inventory days in line

with the prior year and debtor days improving by 0.8 days.

Capital expenditure in the year was $23 million, compared

to $20 million in the prior period. The division continued its

program of upgrades to branches and showrooms, with

the PlaceMakers Waiheke, Oamaru and Kaiwharawhara

branches all undergoing significant upgrades. The division

also continues to invest in digital innovation to streamline

customer facing processes through use of technology

on handheld devices. In addition, a new transportation

management system is using technology to transform

delivery capability and enable efficiencies through optimised

delivery routing and load sizes. A new head office ERP

system in PlaceMakers was also successfully implemented

during the year.

FUTURE FOCUS

Looking ahead to FY20, the division is continuing to focus

on investment in e-commerce and digital capability to create

an enhanced customer experience. Following the successful

PlaceMakers implementation during FY19, Mico will complete a

similar head office ERP upgrade during FY20. The investment in

branch and showroom upgrades will continue, and the division will

also explore opportunities to further increase its network footprint

and category reach.

PlaceMakers | Mico | Forman Building Systems | Snappy

Fletcher Building Limited Annual Report 201930

Distribution
Financial Summary

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

NZ$M

Change

%

Gross revenue1,596 1,530 66 4%

External revenue1,552 1,490 62 4%

EBIT104 104* 0%

Funds300 264 36 14%

Trading cash flow98 112 (14)(13%)

* Before significant items.

18%

$104m

EBIT

% of Group EBIT

Fletcher Building Limited Annual Report 201931

Steel
DIVISIONAL PERFORMANCE OVERVIEW

The Steel division reported gross revenue of $555 million, 4%

higher than the prior year. Operating earnings were $33 million, a

decrease of $16 million or 33% compared to the prior year.

Increased revenue reflected continued strength in the residential

market, driving higher volumes in Easysteel roofing sales

and steady domestic growth of Colorcote products in Pacific

Coilcoaters. The division also continued to build market share on

strong customer service performance. Offsetting these gains

were subdued activity in the manufacturing and rural sectors and

lower project activity in Fletcher Reinforcing, where bids were not

submitted for some tenders due to higher risk profiles.

Lower operating earnings for the division reflected a combination

of an intensely competitive trading environment, rising global

steel prices and increases in a number of other input costs such

as energy, transport, and labour. Margins in EasySteel and Pacific

Coilcoaters were particularly impacted as higher costs could not be

recovered in the competitive market environment.

Trading cash flows for the year of $15 million were $40 million

lower than the prior year. The key contributors to this reduction

were the lower earnings of $16 million and increased investment

in inventory of $18 million. The higher inventory balance reflected

two factors: the division’s strategy to increase dual supply of raw

materials, with imported supply having longer lead times; and the

increase in steel input prices.

Capital expenditure in the year was $18 million, compared to $14

million in the prior period. Key investments included ‘ARMA+’

a new ERP system for Fletcher Reinforcing, upgraded roll-

forming capacity in Dimond, and safety improvements and crane

replacements across all business units.

FUTURE FOCUS

The Steel division’s focus for the next 12 months will be on three

key areas: best in class customer service; launching innovative new

steel-based systems to market; and growing our share in special

steels and speciality cladding products. We continue to improve our

customer experience to stay ahead of the competition including

improvements in product availability (DIFOTIS and lead times), speed

of quote and traceability of our products. Our focus on innovation

and new product development over recent years is starting to

materialise with numerous new products being ready to come to

market in the early stages of FY20 including a post tensioned steel

solution for vertical construction.

Easysteel (including Dimond Structural and Dimond Roofing)

Pacific Coilcoaters | Fletcher Reinforcing

Fletcher Building Limited Annual Report 201932

Steel
Financial Summary

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

NZ$M

Change

%

Gross revenue555 532 23 4%

External revenue426 411 15 4%

EBIT33 49* (16)(33%)

Funds220184 36 20%

Trading cash flow15 55 (40)(73%)

* Before significant items.

6%

$33m

EBIT

% of Group EBIT

Fletcher Building Limited Annual Report 201933

Concrete
DIVISIONAL PERFORMANCE OVERVIEW

The Concrete division reported gross revenue of $802 million, 1%

lower than the prior year. Operating earnings were $84 million, a

decrease of $6 million or 7% compared to the prior year. When

adjusted for the impact of the cement mill outage, operating

earnings improved by 1%.

Winstone Aggregates had a very strong year with quarry revenue

up 12%, driven by improved pricing and an 8% increase in

aggregate sales volumes as major roading projects lifted demand.

The acquisition of the Tamahere quarry in the Waikato region

was completed in March 2019, with quarry operations now

fully integrated into the division, and reflecting the continued

investment in future resource.

In Golden Bay Cement, revenue was consistent with the prior

year when adjusted for the cement mill outage at the Portland

manufacturing facility in September 2018. Revenue continued

to be underpinned by consistent domestic demand and positive

price achievements. The business continued to improve the

extent and robustness of the cement supply chain during the

year as coastal shipping deliveries extended to New Plymouth,

and additional barge capacity was introduced between Portland

and Auckland.

In Firth, ready-mix volumes were steady nationally, though there

was variation by region with continued growth in Auckland offset

by a decline in Canterbury as some significant infrastructure

projects were completed. Overall, a positive lift in sales price

was achieved across the year. The new Auckland Airport precinct

ready-mix plant has been fully commissioned lifting the capacity

of the Auckland network and provides a well-positioned location to

service the region.

Operating earnings for the division were impacted by the $7

million cost of the cement mill outage. The strong volume and

price performance in Winstone Aggregates lifted earnings for this

business by 30% over the prior year. Cement earnings (adjusted

for mill outage costs) were 2% higher than the prior year, with

increased coal costs of $3 million offset by supply chain savings

and improved pricing. Firth earnings from masonry grew by

14% as the Hunua block plant favourably impacted manufacturing

efficiencies and further benefits were accrued from the refined

manufacturing footprint. This was offset by a decrease in ready-mix

earnings of 12% on the prior year as higher energy, labour and

distribution costs were not able to be fully recovered by

price increases.

Trading cash flow for the division of $136 million increased from

$128 million in the prior year, with improvements in working capital

offsetting the reduced earnings.

Capital expenditure for the division of $65 million was broadly in

line with the prior year. Investment was particularly focused on

aggregates, as the division invested in developing quarry resource

to meet projected demand, and purchased replacement heavy

mobile equipment to maintain quarry efficiencies and capability.

Firth continued its program of ready-mix truck replacement, and

commissioned a new ready-mix plant at Auckland Airport. Golden

Bay Cement spend focused on silo capacity and cement mill

resilience at the Portland facility, as well as the implementation

of the new cement barge service to Auckland to drive supply

chain efficiency.

Winstone Aggregates | Golden Bay Cement | Firth Industries

Fletcher Building Limited Annual Report 201934

FUTURE FOCUS
The division’s focus for FY20 will be on projects to further bolster

long term capability, reduce carbon emissions, improve customer

service experience – especially through digital connectivity – and

ensure cost competitive manufacturing and supply chain positions.

Firth will continue to invest in new trucks, rejuvenation of current

plants, and growth through investment in new fixed and mobile plant

locations. New product development in masonry will include a more

environmentally-friendly honing plant for enhanced

surface finishes.

Concrete

Financial Summary

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

NZ$M

Change

%

Gross revenue802 812 (10)(1%)

External revenue549 545 4 1%

EBIT84 90* (6)(7%)

Funds656 628 28 4%

Trading cash flow136 128 8 6%

* Before significant items.

14%

$84m

EBIT

Golden Bay Cement will continue to work on cost reduction initiatives,

particularly in supply chain logistics. Tyre Derived Fuel, a project in

conjunction with Ministry for the Environment, will be completed in

the second half of FY20 enabling material cost improvements and

reduction in carbon emissions. The key product development initiative

is to develop a low carbon and sustainable cementitious material

which will reduce the carbon footprint for concrete.

Winstone Aggregates will continue to invest in quarry capacity to

ensure long term sustainable resource extraction and earnings, and

will focus on building out capabilities to meet the demands of large

project opportunities.

% of Group EBIT

Fletcher Building Limited Annual Report 201935

DIVISIONAL PERFORMANCE OVERVIEW
The Residential and Development division reported revenue of $639

million, an increase of 11% compared to the prior year. Operating

earnings grew by 1% to $137 million an increase of $1 million

over the prior year. The Group adopted NZ IFRS 15 Revenue from

Contracts with Customers during the year, which affected the

recognition of revenue from sale of houses and the comparison of

results over the prior year. Adjusting the comparative period for the

new accounting policies, the current year EBIT was 6% higher than

the prior year.

The Residential business grew revenue by 13% to $526 million

in FY19. Total house sales volumes increased by 6% to 755 units,

compared to 714 in the prior year. When section sales are excluded,

735 dwellings were sold during the year compared to 613 in the prior

year (527 dwellings when adjusted for the impact of NZ IFRS 15).

Auckland house sales continued to be a strong driver of revenue

growth in FY19. Good demand remains in the $600,000 - $900,000

range, which is the focus for the business. Sales in higher price

points have been steady, though the time taken to settle these

houses has on average been longer due to purchasers usually having

to sell their current homes first. Christchurch had a good year with

strong sales at the Atlas Quarter and Awatea developments, and

made the first sales in One Central, which is the focus for future

development in this market.

Residential earnings of $84 million were 1% lower than last year.

Margins remained stable across most housing typologies, however

a higher proportion of units were sold in Christchurch resulting in a

lower overall margin mix.

Land Development had continued success in realising value

from assets surplus to Group requirements, especially at the

Wiri development in South Auckland, which proceeded ahead of

expectations. This was the key driver of Land Development revenue

of $113 million, which was 5% higher than the prior year, and a 10%

increase in operating earnings to $56 million.

The newly created Panelisation business reported an operating

loss of $3 million, as it established a new factory, installed new

equipment, and recruited operating staff. The plant is targeting to

produce the first panels in the first half of FY20.

Trading cash flow for the division was $95 million compared to

$109 million in the prior year. Residential cash flow increased from

an outflow of $10 million in FY18 to an inflow of $55 million in the

current period, in line with a target of moving to 100% conversion

of earnings to cash. In Land Development, trading cash flow of $41

million was lower than the $120 million delivered last year, mainly

due to the deferred settlement of approximately $50 million for one

of the lots sold at Wiri.

Divisional funds employed increased to $651 million at 30 June

2019 from $604 million at 30 June 2018. This included $145 million

of lot purchases and $40 million of costs to develop residential land.

The current funds balance includes 3,687 residential lots for further

development or sale. In addition, the business has a further 1,735

units under unconditional agreements to be delivered over the next

five years.

Residential and

Development

Residential | Land Development | Panelisation

Fletcher Building Limited Annual Report 201936

FUTURE FOCUS
Looking ahead, the division will continue to scale its housing

business, with a number of new developments across

Auckland including sites at Te Atatu, Tamaki and Karaka.

There is also work being undertaken to assess investment

in additional land to the north-west and south of Auckland.

The new panelisation plant will commence manufacturing

panels for the Fletcher Living business in the first half of

FY20, supporting the increase in the volumes of homes

constructed during the coming year. The Land Development

business will continue to develop sites surplus to the

Group’s requirements, targeting approximately $25 million

per annum earnings in the medium term.

Residential and Development

Financial Summary

Residential and Development

EBIT

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

NZ$M

Change

%

Gross revenue639 575 64 11 %

External revenue639 575 64 11 %

EBIT137 136 1 1%

Funds651 604 47 8%

Trading cash flow95 109 (14)(13%)

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

%

Residential84 85 (1%)

Land Development56 51 10%

Panelisation(3)NM

Total137 136 1%

23%

$137m

EBIT

% of Group EBIT

Fletcher Building Limited Annual Report 201937

Construction
DIVISIONAL PERFORMANCE OVERVIEW

The Construction division reported gross revenue of $1,702 million,

1% higher than the prior year. The division returned to profitability for

the year with operating earnings of $47 million compared to a loss of

$608 million in the prior year (a profit of $52 million when excluding

the B+I loss of $660 million in FY18).

Increased revenue for the division was reflected by strong revenue

growth in the Major Projects and Brian Perry Civil businesses, offset

by lower revenues from the ongoing completion of the B+I legacy

projects. The completion of the B+I legacy projects remains within the

project provisions announced in February 2018. Of the 16 key projects,

ten were completed by the date of this report, four are on track to be

completed by 31 December 2019, with the last two to be completed

in calendar 2020. In June 2019 the Group confirmed its intention to

recommence focused bidding in the vertical construction market.

At 30 June 2019 the backlog of work for the division (being the value

of contracted work awarded but not completed) was $1,445 million,

compared with $1,784 million in June 2018 and $1,600 million

in December 2018. B+I backlog decreased by $485 million. The

Major Projects business was successful in its bid for the Northern

Interceptor project for Watercare, while Higgins, South Pacific and

Brian Perry Civil continue to have good success with project wins in

New Zealand and Fiji and go into the FY20 year with good work in

hand volumes.

Operating earnings for the division were $47 million. The result was

underpinned by Higgins, which delivered earnings of $36 million.

While this was a $6 million decrease on the prior year, due to

the completion of several high-margin projects in Fiji and in New

Zealand, the outlook for the business remains strong. In aggregate,

the Major Projects, Brian Perry Civil and South Pacific businesses

reported earnings in line with the prior year.

Trading cash flow for the division for the year was an outflow of

$210 million compared to an outflow of $172 million in the prior year.

Cash outflows in the B+I business were $257 million in the current

year, compared to $285 million in the prior year. Excluding the B+I

business, trading cash flow for the division was an inflow of $47

million, which was lower than the inflow of $113 million recorded in

FY18 as a result of the unwind of advance payments on several large

roading contracts.

The division invested $31 million in capital expenditure in FY19,

consistent with the prior year. The focus of investment continues to

be in the manufacture and supply of bituminous products in Higgins

and in plant for foundations in Brian Perry Civil.

FUTURE FOCUS

Looking ahead, the division will build off the stabilised base that has

been established in FY19. With a refreshed leadership team in place,

the priorities will be to: complete the remaining legacy B+I projects

within current provisions; leverage a strengthened set of project and

risk management capabilities in winning and delivering new work

effectively; and bring innovative solutions to bear for key customers.

The division is well-placed to benefit from a significant pipeline of

transport, water and commercial infrastructure that is planned in

New Zealand in the coming years.

Major Projects | Building + Interiors (B+I)

South Pacific | Brian Perry Civil | Higgins

Fletcher Building Limited Annual Report 201938

Construction
Financial Summary

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

NZ$M

Change

%

Gross revenue1,702 1,685 17 1%

External revenue1,622 1,605 17 1%

EBIT47 (608)*655 NM

Funds48 (238)286 NM

Trading cash flow(210)(172)(38)(22%)

Construction

EBIT*

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

%

Higgins36 42 (14%)

Infrastructure, South Pacific,

Brian Perry Civil

11 1010%

47 52 10%

B+I

(660)

NM

Total47 (608)NM

* Before significant items.

8%

$47m

EBIT

% of Group EBIT

Fletcher Building Limited Annual Report 201939

Australia
DIVISIONAL PERFORMANCE OVERVIEW

The Australia division reported gross revenue of $3,024 million

compared with $3,076 million in the prior year, a decrease of 2%.

Operating earnings before significant items were $57 million, a

decrease of $57 million or 50% compared to the prior year.

Overall performance in the division was well below expectations,

impacted by the sharp decline in the residential market with

commencements down approximately 20% on the prior year. This

resulted in lower volumes and heightened competitive intensity

in the higher margin and more residential exposed businesses,

especially Laminex and Stramit. In addition, gross margin

compression was experienced in most businesses, as increased

input costs such as resin, fuel and steel could not be recovered

in price in this environment. The increased costs were further

exacerbated by a depreciating AUD/USD currency resulting in a $23

million earnings impact compared to the prior year.

As part of our plans to grow our Australian businesses and in light of

the sharp residential market decline, we carried out a comprehensive

review and decisive intervention to reset and strengthen the division

in FY19. As a result we are now executing: (1) clear business unit

priorities, (2) a cost-out programme, (3) targeted growth investment

and (4) talent refresh. The program targets $100 million of gross

EBIT benefits by FY21, with around $15 million of net EBIT benefit

in FY20 and $50 million in FY21. The programme delivered $15

million of gross benefits in FY19. During the year we took decisive

action, including closing a number of sites, consolidating properties,

restructuring sales and other teams, and the Iplex and Rocla

businesses were merged.

Building Products Australia gross revenue declined by 2% in FY19

and operating earnings before significant items decreased to $40

million compared to $76 million in the prior year. This reduction was

due mainly to the Laminex business, where revenue declined 6%

and Laminex earnings were impacted by a reduction in margins

associated with increased competition in a declining residential

market; increased raw material input costs; and one-off costs

associated with industrial action in September to October. Revenue

in the pipelines businesses increased as the civil infrastructure

market experienced continued growth, however, foreign exchange

rates and increased raw material costs, especially in Iplex, meant

these revenue gains did not flow through to earnings. Iplex

announced market price increases in the second quarter that muted

the impact of these cost pressures. Fletcher Insulation made a small

loss in the period as it was impacted by a fire at its Rooty Hill facility.

Distribution Australia recorded revenue in line with the prior year

and operating earnings of $8 million, down from $13 million in the

prior period. In Tradelink, market share gains continued in the small

to medium network customer segment (SME) and the business

increased these segment earnings year on year for the third year in

a row. Tradelink opened 11 new stores in the year and invested $10

million into showroom and branch refurbishments. Oliveri Solutions

(formerly Tasman Sinkware) recorded reduced revenue and EBIT in

the year given its high exposure to the residential market and the

retail sales channel declined materially year on year.

Steel Australia gross revenue declined 3% compared to the prior

year and operating earnings before significant items declined from

$25 million to $11 million. This was driven by higher raw material

costs, including unfavourable foreign exchange rates, which could

not be fully recovered through price increases in a competitive

market environment.

Building Products Australia: Laminex Australia | Iplex Australia | Rocla | Fletcher Insulation

Distribution Australia: Tradelink | Oliveri Solutions

Steel Australia: Stramit

Fletcher Building Limited Annual Report 201940

Australia
Financial Summary

Australia

EBIT*

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

NZ$M

Change

%

Gross revenue3,024 3,076 (52)(2%)

External revenue2,933 2,972 (39)(1%)

EBIT*57 114 (57)(50%)

EBIT* (A$m)53106 (53)(50%)

Funds1,735 1,804 (69)(4%)

Trading cash flow57 146 (89)(61%)

Year ended 30 June2019

NZ$M

2018

NZ$M

Change

%

Building Products Australia40 76 (47%)

Distribution Australia8 13 (38%)

Steel Australia11 25 (56%)

Divisional costs(2)NM

Total57* 114 (50%)

* Before significant items.

Trading cash flows for the division were $57

million compared to $146 million in the prior

year, with the decline primarily due to lower

earnings. A strong performance in receivables

management, where debtor days improved

by 2.2 days, support a stable working

capital position.

The division recorded significant items of $78

million for the year as restructuring costs were

recognised as a result of the strategic reset of

the division.

The division invested $91 million of capital

expenditure during the year, compared to

$79 million in the prior year, with major

investments in Laminex’s e-commerce offering

and a significant product range refresh. The

division continued to invest in automation in its

manufacturing operations, which remains a key

priority moving forward.

FUTURE FOCUS

The Australia division will remain focused on

its cost out programme, which will leverage

divisional scale and drive cross business unit

operational efficiencies to reset our cost

base. There will be targeted investment for

growth focusing on network densification

in the distribution business, and innovation,

new product development, and automation –

primarily in the manufacturing businesses. The

division will continue to strengthen its focus

on customer value propositions and service

promises to ensure we continue to grow in

key customer, product and market segments.

These include the small to medium enterprise

customer in Tradelink, the decorative category

in Laminex, the civil market for Iplex and water

quality for Rocla.

10%

$57m

EBIT

% of Group EBIT

Fletcher Building Limited Annual Report 201941

Our Board
MARTIN BRYDON

MBA, FAICD, FAIM, Dip Elect Eng, Dip Elron Eng

Independent Non-Executive Director

Term of office: Appointed director 1 September 2018, last elected

2018 annual meeting.

Board committees: Member of the Nominations Committee

and Member of the Safety, Health, Environment and

Sustainability Committee.

Martin has more than 40 years' experience in the Australian

building products sector, having started his career as an indentured

engineering cadet with BHP. He joined Cockburn Cement Limited

in 1981, where he then served as chief executive officer from

1998-1999. Following Cockburn Cement’s merger into Adelaide

Brighton in 1999, he held a number of senior management roles

before his appointment as chief executive officer and managing

director in 2014. Martin retired following a distinguished 30-year

career with Adelaide Brighton in January 2019.

BRUCE HASSALL

BCom, FCA (CAANZ)

Chair and Independent Non-Executive Director

Term of office: Appointed director 1 March 2017, last elected 2017

annual meeting.

Board committees: Chair of the Nominations Committee.

Bruce Hassall has had a distinguished career with broad and deep

commercial and strategic experience, and connections across the

New Zealand economy, including in the small medium enterprise

(SME), commercial, government and export sectors. As former

senior partner and chief executive officer of PwC New Zealand he

has extensive advisory background and knowledge of the corporate

environment. Bruce is the Chair of The Farmers' Trading Company

Limited and Prolife Foods Limited, and is a director of Bank of New

Zealand and Fonterra Co-operative Group Limited.

(L–R): Steve Vamos, Doug McKay, Barbara Chapman, Bruce Hassall, Antony Carter, Rob McDonald, Cathy Quinn, Martin Brydon.

Fletcher Building Limited Annual Report 201942

DOUG MCKAY
ONZM, BA, AMP (Harvard), CMInstD

Independent Non-Executive Director

Term of office: Appointed director 1 September 2018, last elected

2018 annual meeting.

Board committees: Chair of the Safety, Health, Environment and

Sustainability Committee, Member of the Audit and Risk Committee

and Member of the Nominations Committee.

Doug brings considerable business leadership and commercial

experience, as the former chief executive of major manufacturing

and distribution businesses in New Zealand and Australia, such as

Lion Nathan, Carter Holt Harvey, Goodman Fielder, Sealord and

Independent Liquor. He was the inaugural chief executive of the

amalgamated Auckland Council until the end of 2013. In 2015 Doug

was made an Officer of the New Zealand Order of Merit for services

to business and local government. Doug is the Chair of Bank of New

Zealand and Eden Park Trust Board and is a director of Genesis Energy

Limited, IAG New Zealand Limited and National Australia Bank.

ROB MCDONALD

BCom, FCA

Independent Non-Executive Director

Term of office: Appointed director 1 September 2018, last elected

2018 annual meeting.

Board committees: Chair of the Audit and Risk Committee and

Member of the Nominations Committee.

Rob McDonald's finance career spans over 30 years’ with a strong

track record in financial and risk management, developed over two

decades with Air New Zealand. As the airline's chief financial officer,

he received a number of accolades during his career, including

CFO of the Year in the Deloitte Top 200 in 2015 and the Fairfax

Media New Zealand CFO of the Year award in 2010. Rob is the

Chair of Contact Energy Limited and is a director of the Chartered

Accountants of Australia and New Zealand and Sovereign Assurance

Company Limited.

CATHY QUINN

ONZM, LLB

Independent Non-Executive Director

Term of office: Appointed director 1 September 2018, last elected

2018 annual meeting.

Board committees: Member of the Audit and Risk Committee,

Member of the Nominations Committee and Member of the Safety,

Health, Environment and Sustainability Committee.

Cathy Quinn is one of New Zealand's foremost commercial and

corporate lawyers with significant expertise in governance, equity

capital markets, mergers and acquisitions and private equity

services. Cathy was the chair of MinterEllisonRuddWatts for eight

years during a period of transformation and significant growth. In

2016 Cathy was made an Officer of the New Zealand Order of Merit

for services to law and women. Cathy is a director of Rangatira

Limited and Tourism Holdings Limited and a Board member of New

Zealand Treasury and the New Zealand China Council.

STEVE VAMOS

BEng (Hons)

Independent Non-Executive Director

Term of office: Appointed director 6 July 2015, last re-elected 2018

annual meeting.

Board committees: Member of the Nominations Committee and

Member of the Remuneration Committee.

Steve Vamos has more than 30 years' experience in the information

technology, internet and online media industries. He is the chief

executive officer of Xero Limited, a global online platform providing

accounting software for businesses and their advisors. He has held

senior management roles at IBM, Apple, ninemsn in Australia and

Microsoft Corporation in Australia and the USA.

BARBARA CHAPMAN

CNZM, BCom, CMInstD

Independent Non-Executive Director

Term of office: Appointed director 1 September 2018, last elected

2018 annual meeting.

Board committees: Chair of the Remuneration Committee and

Member of the Nominations Committee.

Barbara brings extensive and diverse trans-Tasman executive experience

to the Board having served as chief executive and managing director of

ASB Bank for seven years and having held a number of senior executive

roles responsible for marketing, communications, human resources, life

insurance and retail banking in New Zealand and Australia. She has an

extensive list of professional achievements to her credit, including being

named New Zealand Herald's 2017 Business Leader of the Year. In 2019

Barbara was made a Companion of the New Zealand Order of Merit for

services to business. Barbara is the Chair of Genesis Energy Limited

and the 2021 APEC CEO Summit Committee, deputy Chair of The

New Zealand Initiative, a director of IAG New Zealand Limited and New

Zealand Media and Entertainment (NZME), and a member of the Prime

Minister's Business Advisory Council.

ANTONY CARTER

BE (Hons), ME, MPhil (Loughborough)

Independent Non-Executive Director

Term of office: Appointed director 1 September 2010,

last re-elected 2016 annual meeting.

Board committees: Member of the Audit and Risk Committee,

Member of the Nominations Committee and Member of the

Remuneration Committee.

Tony Carter has extensive experience in retail management having

served as managing director of Foodstuffs (Auckland) and Foodstuffs

(New Zealand), New Zealand's largest retail organisation. Prior to

this he owned and operated several Mitre 10 hardware stores, later

serving as a director and Chair of Mitre 10 New Zealand Limited.

Tony is the Chair of Air New Zealand Limited and Fisher & Paykel

Healthcare Corporation Limited, a director of ANZ Bank New Zealand

Limited and Vector Limited, and a trustee of the Maurice Carter

Charitable Trust.

Fletcher Building Limited Annual Report 201943

Executive Team
(L–R): Dan Anthony, Claire Carroll, Dean Fradgley, Ian Jones, Peter Reidy, Ross Taylor, Bevan McKenzie, Wendi Croft, Charles Bolt, Hamish McBeath,

Bruce McEwen, Steve Evans.

ROSS TAYLOR


Chief Executive Officer

BEVAN MCKENZIE


Chief Financial Officer

CHARLES BOLT


Group General Counsel and Company Secretary

DAN ANTHONY


Chief Information Officer

CLAIRE CARROLL


Chief People and Communications Officer

WENDI CROFT


Chief Health and Safety Officer

STEVE EVANS


Chief Executive Residential and Development

DEAN FRADGLEY


Chief Executive Australia

IAN JONES


Chief Executive Concrete

HAMISH MCBEATH


Chief Executive Building Products

BRUCE MCEWEN


Chief Executive Distribution

PETER REIDY

Chief Executive Construction

For the full biographies of our Executive Team, please see our website.

Fletcher Building Limited Annual Report 201944

2019201820172016201520142013201220112010
Notes

(2)(1)

NZ$MNZ$MNZ$MNZ$M NZ$M NZ$M NZ$M NZ$M NZ$M NZ$M

Financial performance

Operating revenue 9,307 9,471 9,3999,0048,6618,4018,5178,8397,4166,799

Earnings before interest and taxation (EBIT)397(118)273719503592569403492521

Net earnings 164(190)94462270339326185283272

Cash flow from operations153396243660575489559448402522

Earnings per share - basic (cents per share)19.2(25.5)13.567.039.249.347.627.245.044.9

Dividends for the period (cents per share)23.0039.039.037.036.034.034.033.029.0

Return on average funds (%)

(3)

7. 4(2.2)4.913.49.611. 710.87. 410.612.7

Return on average equity (%)

(4)

4.0(5.2)2.512.47. 79.99.45.28.29.1

Financial performance - before significant items

Earnings before interest and taxation (EBIT)63150525682653624569556596521

Net earnings 367(60)321418399362326317359301

Earnings per share - basic (cents per share)43.0(8.1)46.360.658.052.747.646.557.149.7

Return on average funds - before significant

items (%)

(3)

11. 80.99.412.712.512.310.810.212.812.7

Return on average equity - before significant

items (%)

(4)

8.8(1.7)8.711. 611. 310.59.49.010.410.0

Balance sheet

Current assets 4,121 3,944 3,4193,2223,2722,9582,8683,1123,1042,317

Non-current assets 3,589 4,601 4,2544,0454,2293,9834,2574,3674,3883,397

Total assets 7,710 8,545 7,6737,2677,5016,9417,1257,4797,4925,714

Current liabilities 2,330 2,356 1,9961,9971,9471,5961,5571,9361,7001,384

Non-current liabilities 1,207 2,047 2,0971,5571,8441,8912,0142,0912,0921,307

Total liabilities3,537 4,403 4,0933,5543,7913,4873,5714,0273,7922,691

Capital 3,427 3,425 2,6782,6502,6332,6242,6062,5822,5531,912

Reserves7146938781,0411,0507959138381,1131,077

Minority equity32242422273535323434

Total equity4,1734,1423,5803,7133,7103,4543,5543,4523,7003,023

Total liabilities and equity7,7108,5457,6737,2677,5016,9417,1257,4797,4925,714

Other financial data

Total shareholders return (%)

(5)

(29)(6)011(3)951(27)1424

Net tangible assets per share ($)3.532.852.702.872.802.602.612.652.712.90

Gearing (%)

(6)

7. 223.535.327.331.832.333.537.434.326.8

Leverage (%)

(7)

0.44.82.71. 62.02.02.32.62.41. 5

(1)

The Crane group was acquired with an effective acquisition date of 28 March 2011.

(2)

The June 2012 balance sheet has been restated following revisions to IAS 19 Employee Benefits adopted by the Group.

(3)

EBIT to average funds (net debt and equity less deferred tax asset).

(4)

Net earnings to average shareholders' funds.

(5)

Share price movement in year and gross dividend received, to opening share price.

(6)

Net debt (borrowings less cash and deposits) to net debt and equity.

(7)

Net debt to EBITDA.

Trend Statement

Fletcher Building Limited Annual Report 201945

Financial
Statements

Fletcher Building Limited Annual Report 201946

Consolidated Income Statement
FOR THE YEAR ENDED 30 JUNE 2019

Continuing operationsNotes

2019

NZ$M

2018

NZ$M

Revenue

8,308

8,211

Cost of goods sold28

(6,025)

(6,571)

Gross margin

2,283

1,640

Selling, general and administration expenses28

(1,748)

(1,691)

Share of profits of associates and joint ventures

14

22

Significant items2

(94)

(149)

Earnings before interest and taxation (EBIT)

455

(178)

Funding costs15

(116)

(155)

Earnings before taxation

339

(333)

Taxation expense25

(80)

105

Earnings after taxation259

(228)

Earnings attributable to non-controlling interests

(13)

(11)

Net earnings/(loss) from continuing operations246

(239)

Net earnings/(loss) from discontinued operations net of tax2

(82)

49

Net earnings/(loss) attributable to the shareholders164

(190)

Net earnings per share (cents) 4

Basic

19.2

(25.5)

Diluted

19.0

(25.5)

Net earnings per share from continuing operations (cents)

Basic

28.8

(32.1)

Diluted

27.7

(32.1)

Weighted average number of shares outstanding (millions of shares)4

Basic

853

745

Diluted

951

745

Dividends declared per share (cents)17

23.0

0.0

The accompanying notes form part of and are to be read in conjunction with these financial statements.

On behalf of the Board, 21 August 2019

Bruce Hassall Robert McDonald

Chair Director

Fletcher Building Limited Annual Report 201947

Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2019

2019

NZ$M

2018

NZ$M

Net earnings/(loss) attributable to shareholders

164

(190)

Net earnings attributable to non-controlling interests

13

11

Net earnings/(loss)

177

(179)

Other comprehensive income

Items that do not subsequently get reclassified to income statement in the future:

Movement in pension reserve

(25)

10

(25)

10

Items that may be reclassified subsequently to income statement:

Movement in cash flow hedge reserve

(6)

2

Movement in currency translation reserve

(34)

129

(40)

131

Items that have been reclassified to income statement during the year:

Reclassification from currency translation reserve

7

7

Other comprehensive income

(58)

141

Total comprehensive income/(loss) for the year119

(38)

Total comprehensive income/(loss) for the year arises from:

Continuing operations

178

(119)

Discontinued operations

(59)

81

119

(38)

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Fletcher Building Limited Annual Report 201948

Consolidated Statement of Movements in Equity
FOR THE YEAR ENDED 30 JUNE 2019

NZ$MNotesShare


capital Retained


earningsShare-based


payments reserve Cash flow


hedge reserve Currency translation reserve Pension


reserve TotalNon-controlling


interestTotal Equity

Total equity at 30 June 20172,678 1,216 13 (2)(286)(63)3,556 24 3,580

Total comprehensive income for the year (190)2 129 10 (49)11 (38)

Movement in non-controlling interests 19(11)(11)

Issue of shares18736 736 736

Dividends paid to shareholders of the parent17 (132)(132)(132)

Movement in share-based payment reserve(4)(4)(4)

Movement in treasury stock 1811 11 11

Total equity at 30 June 20183,425 894 9 (157)(53)4,118 24 4,142

Change in accounting policies28 (19)(19)(19)

Adjusted equity at 30 June 20183,4258759 (157) (53)4,099 24 4,123

Total comprehensive income/(loss) for the year 164 (6)(27)(25)106 13 119

Movement in non-controlling interests 19(5)(5)

Dividends paid to shareholders of the parent17(68)(68)(68)

Reclassification of pension reserve on disposal

of business

(73)73

Movement in share-based payment reserve2 2 2

Movement in treasury stock 182 2 2

Total equity at 30 June 20193,427 898 11 (6)(184)(5)4,141 32 4,173

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Fletcher Building Limited Annual Report 201949

Consolidated Balance Sheet
AS AT 30 JUNE 2019

AssetsNotes

2019

NZ$M

2018

NZ$M

Current assets:

Cash and cash equivalents6

1,372

665

Current tax assets25

66

72

Contract assets11

40

13

Derivatives16

5

6

Debtors7

1,298

1,629

Inventories8

1,340

1,559

Total current assets

4,121

3,944

Non-current assets:

Property, plant and equipment12

1,754

2,231

Intangible assets13

1,129

1,696

Investments in associates and joint ventures20

152

149

Inventories8

264

189

Retirement plan assets26

61

88

Other investments 1

Derivatives16

108

86

Deferred tax assets25

121

161

Total non-current assets

3,589

4,601

Total assets7,710

8,545

Liabilities

Current liabilities:

Creditors, accruals and other liabilities9

1,254

1,547

Provisions10

346

449

Current tax liabilities25

5

26

Derivatives16

4

7

Contract liabilities11

119

142

Borrowings14

602

185

Total current liabilities

2,330

2,356

Non-current liabilities:

Creditors, accruals and other liabilities9

84

38

Provisions10

18

162

Retirement plan liabilities26 38

Deferred tax liabilities25

2

37

Derivatives16

8

19

Borrowings14

1,095

1,753

Total non-current liabilities

1,207

2,047

Total liabilities3,537

4,403

Equity

Share capital18

3,427

3,425

Reserves

714

693

Shareholders' funds

4,141

4,118

Non-controlling interests 19

32

24

Total equity 4,173

4,142

Total liabilities and equity7,710

8,545

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Fletcher Building Limited Annual Report 201950

Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2019

2019

NZ$M

2018

NZ$M

Cash flow from operating activities

Receipts from customers

9,139

9,810

Dividends received

6

18

Payments to suppliers, employees and other

(8,836)

(9,189)

Interest paid

(128)

(158)

Income tax paid

(28)

(85)

Net cash from operating activities153 396

Cash flow from investing activities

Sale of property, plant and equipment

5

19

Sale of subsidiaries/investments

1,320

57

Sale of cash in subsidiaries

(37)

Purchase of property, plant and equipment and intangible assets

(348)

(304)

Purchase of subsidiaries/businesses

(26)

Net cash from investing activities914 (228)

Cash flow from financing activities

Issue of shares727

Issue of capital notes

100

221

Net debt repayment

(199)

(483)

Repurchase of capital notes

(181)

(55)

Distribution to non-controlling interests

(7)

(15)

Dividends

(68)

(123)

Net cash from financing activities(355)272

Net movement in cash held

712

440

Add: opening cash and cash equivalents

665

219

Effect of exchange rate changes on net cash

(5)

6

Closing cash and cash equivalents1,372 665

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Fletcher Building Limited Annual Report 201951

Notes to the Financial Statements 2019
1. Statement of accounting policies

General information

The financial statements presented are those of Fletcher Building Limited (the Company) and its subsidiaries (the Group). The Group is primarily

involved in the manufacturing and distribution of building materials and residential and commercial construction.

Fletcher Building Limited is domiciled in New Zealand. The registered office of the Company is 810 Great South Road, Penrose, Auckland.

The Company is registered under the Companies Act 1993 and is a Financial Markets Conduct Act 2013 reporting entity in terms of the Financial

Reporting Act 2013. The Group is a for-profit entity.

Basis of presentation

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand, which is the New

Zealand equivalent to International Financial Reporting Standards (NZ IFRS). They also comply with International Financial Reporting Standards.

These financial statements are presented in New Zealand dollars ($), which is the Group’s presentation currency and rounded to the nearest

million unless otherwise stated.

The consolidated financial statements comprise the income statement, statement of comprehensive income, statement of movements in

equity, balance sheet, statement of cash flows, and statement of accounting policies, as well as the notes to these financial statements.

Accounting convention

The financial statements are based on the general principles of historical cost accounting, except that certain financial assets and liabilities, as

described below are stated at their fair value.

The accounting policies have been applied consistently by all Group entities throughout all periods presented, except as disclosed below,

"Changes in accounting policies."

Accounting policies are disclosed within each of the applicable notes to the financial statements and are marked with this icon.

Critical accounting estimates and judgements

The preparation of financial statements in conformity with NZ IFRS requires the directors to make estimates and judgements that affect the

reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of sales and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results

could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis.

The estimates and judgements that are critical to the determination of the amounts reported in the financial statements have been disclosed with

the relevant notes in the financial statements are marked with this icon, or where applied to the financial statements as a whole, are detailed below.

Basis of consolidation

The consolidated financial statements comprise the Company, it's controlled entities and it's interest in associates, partnerships and joint

arrangements. Intercompany transactions are eliminated in preparing the consolidated financial statements.

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to,

variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the

entity. Subsidiaries are included in the consolidated financial statements using the acquisition method of consolidation, from the date control

commences until the date control ceases.

Foreign currency

Translation of the financial statements of foreign operations

The assets and liabilities of the Group’s overseas operations are translated into New Zealand currency at the rates of exchange ruling at balance

date. The revenue and expenditure of these entities are translated using an average exchange rate reflecting an approximation of the appropriate

transaction rates. Exchange variations arising on the translation of these entities and other currency instruments designated as hedges of such

investments are recognised directly in the currency translation reserve. The cumulative exchange variations would be reclassified subsequently

to earnings if the overseas operation to which the reserve relates were to be sold or otherwise disposed of.

Fletcher Building Limited Annual Report 201952

NoteDescription
Financial Performance

Note 2Key estimates and judgements

Note 3Segmental information

Note 4Net earnings per share

Note 5Income statement disclosures

Working Capital Management

Note 6Cash and cash equivalents

Note 7Debtors

Note 8Inventories, including land and developments

Note 9Creditors, accruals and other liabilities

Note 10Provisions

Note 11Contract assets and liabilities

Long-term Investments

Note 12Property, plant and equipment

Note 13Intangible assets

Funding and Financial Risk Management

Note 14Borrowings

Note 15Funding costs/(income)

Note 16Financial risk management

Group Structure and Related Parties

Note 17Dividends and shareholder tax credits

Note 18Capital

Note 19Non-controlling interests

Note 20Investments in associates and joint ventures

Note 21Related party disclosures

Other Information

Note 22Capital expenditure commitments

Note 23Lease commitments

Note 24Contingent liabilities

Note 25Taxation

Note 26Retirement plans

Note 27Share-based payments

Note 28Impact of NZ IFRS 15 and other reclassifications

Note 29Subsequent events

Foreign currency transactions

Transactions in foreign currencies are translated at exchange rates at the date of the transactions.

Monetary assets and liabilities in foreign currencies at balance date are translated at the rates of exchange ruling at balance date.

Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in earnings, except where deferred in

other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

Non-monetary assets and liabilities in foreign currencies are translated at the exchange rates in effect when the amounts of these assets and

liabilities were determined.

Fletcher Building Limited Annual Report 201953

2. Key estimates and judgements
This section provides details of the key estimates and judgements undertaken when preparing these financial statements.

Changes in accounting policies

The following sets out the new accounting standards and amendments to standards that were applicable to the Group from

1 July 2018.

NZ IFRS 15 Revenue from Contracts with Customers

The Group adopted NZ IFRS 15 from 1 July 2018 using the modified retrospective approach. As a result, the Group has restated its opening

equity position as at 1 July 2018 by $19 million to reflect the impact of transitioning to NZ IFRS 15. This adjustment primarily reflects the change

in the timing of the recognition of revenue from house sales in the Residential division.

In line with the requirements of the standard with regards to the transition option adopted, the Group has not restated the comparative

information presented for the Income Statement, which continues to be reported under previous revenue standards, NZ IAS 11 and NZ IAS 18.

The Group has restated the comparative information to improve the comparability of the Balance Sheet, refer to note 28.

On adoption of NZ IFRS 15, the Group has revised its accounting policies for revenue recognition (where applicable) which are disclosed in note 28.

A number of new standards, amendments and interpretations have been issued by the International Accounting Standards Board and the

External Reporting Board in New Zealand that are not yet effective and have not been early adopted by the group. Those which are relevant to

the group are set out below:

Standards not yet effective or early adopted

The following sets out the new accounting standards and amendments to standards that are not yet applicable to the Group.

NZ IFRS 16 Leases

NZ IFRS 16 was issued in February 2016 and is effective for the Group for the period beginning 1 July 2019. NZ IFRS 16 sets out the principles for

the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. NZ IFRS 16 replaces NZ IAS 17 and the

related interpretations.

For lessees, NZ IFRS 16 removes the distinction between operating leases and finance leases and introduces a single lessee accounting model

which requires right-of-use assets and lease liabilities to be recognised in the consolidated balance sheet for most lease contracts.

Going forward, the lease expense previously recognised in the consolidated income statement for operating leases will be replaced by a straight-

line depreciation expense in relation to the right-of-use assets and an amortising interest charge in relation to the lease liabilities. The interest

charge will be front-loaded in the earlier periods of a lease and reduce in later periods as the interest element of the lease liability unwinds.

The Group will adopt the modified retrospective approach on transition. Under this approach, NZ IFRS 16 will be applied to leases

from either:

–lease commencement - where historic lease documentation is available; or

–transition date, 1 July 2019.

A cumulative catch-up adjustment to retained earnings as at 1 July 2019 is required for leases where NZ IFRS 16 has been applied from

lease commencement, however prior year comparatives will not be restated.

The Group will apply both the short-term and low value lease exemptions allowed under NZ IFRS 16 which recognises payments for leases of

12 months or less, or leases of a low value on a straight-line basis as an expense in the income statement.

The Group will also adopt transition reliefs to:

– exclude initial direct costs in the measurement of the right-of-use asset as at 1 July 2019; and

–use the benefit of hindsight to assist in the assumptions and judgements regarding renewals.

Financial Impact

NZ IFRS 16 will have a significant impact on the financial position of the Group on transition. The Group has a large number of leases, consisting of

property, mobile plant and heavy machinery, commercial and passenger vehicles and IT equipment.

Property leases, which include retail, manufacturing, distribution, storage and office sites, have the most significant impact on adoption of NZ IFRS

16 given their high value and long lease terms with renewal options.

On 1 July 2019, the Group will recognise lease liabilities of approximately $1.8 billion, and right-of-use assets of $1.5 billion in the consolidated

balance sheet. An adjustment of $0.3 billion will be made to retained earnings to recognise the front-loading of interest expense in the early years

of the leases.

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201954

The Group expects this to result in a reduction to net earnings before tax of $15 million in FY20. Although there is no impact to net earnings from a
lease over its full life cycle, the current timing impact on net earnings before tax of $15 million results from the combined depreciation $185 million

and interest expense of $64 million (which is higher in earlier years of these leases) exceeding the current operating expense of $234 million.

Operating expenses will decrease by approximately $49 million as the FY20 depreciation charge for the right-of-use asset of $185 million replaces

the FY19 lease expense of $234 million.

There will be no impact to cash outflows, however the classification of cash flows will change. It is estimated the Group’s operating cash outflows

will decrease and financing cash outflows will increase by approximately $169 million as repayment of the principal portion of the lease liabilities

will be classified as cash flows from financing activities.

The Group’s activities as a lessor are not material and therefore the Group does not expect any significant impact on the financial statements.

However, as required by NZ IFRS 16, additional disclosures will be included within the notes to the financial statements for the year ending 30

June 2020.

Key judgements

The following key judgements were required in calculating the above financial impacts:

–determining the lease term (which can be complex where leases include rights of renewal or cancellation); and

–the discount rate applicable to each lease and the lease payments.

Adoption project

The Group’s IFRS 16 project is governed by a Steering Group which oversees the relevant project work streams, approves key decisions and

provides regular updates to the Audit and Risk Committee. During the year to 30 June 2019, work has progressed to finalise the discount rate

methodology, accounting policies and internal controls, complete the data collection and validation of the Group’s portfolio of lease data and

fully implement the IT system solution which will record and calculate the NZ IFRS 16 impact.

2A. SIGNIFICANT ITEMS

Transactions are classified as significant items when they meet certain criteria approved by the Group’s Audit and Risk Committee. Significant

items are determined in accordance with the principles of consistency, relevance and clarity. Transactions considered for classification as

significant items include restructuring costs; acquisition and disposal costs; impairment or reversal of impairment of assets; business integration;

and transactions or events outside of the Group’s ongoing operations that have a significant impact on reported profit.

2019

Restructuring activity (1)

NZ$M

M&A Activity (2)


NZ$M

Total

NZ$M

Building Products (10) (10)

Australia (78) (78)

Formica and Roof Tile Group (140) (140)

Corporate (6) (6)

Total significant items before taxation

(94)(140)(234)

Tax benefit on above items27 4 31

Total significant items after taxation

(67)(136)(203)

(1) Restructuring activity

The Group has recognised a charge of $94 million for restructuring costs, $78 million of which is in Australia, associated with the restructure

of various businesses across the Group as an extension of the strategic reset that began in FY18. The restructuring includes redundancies and

property exit costs, as well as associated advisory costs incurred.

(2) M&A activity

On 1 November 2018 the Group divested the Roof Tile Group business for total proceeds of $66 million. A net loss on sale of $18 million has been

recorded, comprising a transaction loss of $11 million and a loss on the reclassification of $7 million of the foreign currency translation reserve.

On 3 June 2019 the Group divested the global Formica business for proceeds of $1,191 million and a net loss on sale of $122 million has

been recorded.

Fletcher Building Limited Annual Report 201955

2018
Restructuring activity (1)

NZ$M

M&A Activity (2)


NZ$M

Impairments (3)

NZ$M

Total

NZ$M

Distribution (3) (3)

Steel (8) (8)

Concrete (17) (17)

Construction (5) (5)

Australia (9) (40) (49)

Formica and Roof Tile Group (5) (52) (57)

Divested businesses 37 37

Corporate (66) (66)

Total significant items before taxation

(91)37 (114)(168)

Tax benefit/(charge) on above items 23 15 38

Total significant items after taxation

(68)37 (99)(130)

(1) Restructuring activity

The Group recognised a charge of $91 million for costs associated with the restructure of the Group’s operating model. The restructuring

includes redundancies and exit costs, as well as:

–$20 million relating to various Corporate and Business Unit IT systems and associated external advisory costs incurred.

–$7 million for costs associated with the integration of the Calder Stewart business into the Steel division.

–$3 million for costs associated with the termination of the Formica US Pension Plan.

(2) M&A activity

The Group divested its 50 per cent stake in the Sims Pacific Metals joint venture for $42 million with a resulting net gain on sale of $25 million,

and its 20 per cent stake in Dongwha New Zealand Limited for $17 million with a net gain on sale of $12 million.

(3) Impairments

During the year, the Group has recognised a $114 million impairment charge, relating to businesses where the carrying amount exceeded the

recoverable amount:

–$40 million relating to Rocla where goodwill of $11 million, brands of $21 million and inventories of $8 million were impaired. Offsetting the

impairment of brands is a $7 million reversal of the associated deferred tax liability through tax expense.

–$52 million relating to Roof Tile Group where goodwill of $15 million, brands of $4 million, property, plant and equipment of $29 million, and

working capital of $4 million have been impaired.

–$5 million relating to the Forman Contracting brand asset, reflecting a revision in expected medium-term revenues and earnings.

– $17 million relating to the impairment of assets of $12 million and $5 million for disposal costs of a quarry within Winstone Aggregates.

2B. DISCONTINUED OPERATIONS

The Group divested the Roof Tile Group and the Formica business during the current year and divested it's interest in Dongwha New Zealand

Limited and Sims Pacific Metals in the prior year. The relevant financial information for each business is set out below.

2019

NZ$M

2018

NZ$M

Roof Tile Groupi

(19)

(54)

Formicaii

(63)

52

Dongwha & Sims Pacific Metals 51

Net earnings/(loss) after taxation from discontinued operations per Income Statement

(82)

49

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201956

(i) Roof Tile Group
On 1 November 2018 the Group divested the Roof Tile Group for total proceeds of $66 million (including a working capital adjustment of $7

million). This resulted in the following loss on sale.

2019

NZ$M

Consideration

66

Less: Transaction costs and provisions

(7)

Net sale proceeds

59

Carrying value

(70)

(11)

Less: reclassification of foreign currency translation reserve

(7)

Loss on sale

(18)

There was no tax benefit in any jurisdiction arising from the loss on sale recognised.

Financial Performance

The financial performance information presented is for the period ended 1 November 2018 and the year ended 30 June 2018.

Period ended

1 Nov 2018

NZ$M

Year ended

June 2018

NZ$M

Revenue

58

147

Expenses

(55)

(201)

Earnings before taxation

3

(54)

Taxation expense

(4)

(1)

(54)

Loss on sale

(18)

Earnings/(loss) after taxation from discontinued operations

(19)

(54)

Cash Flow Performance

The cash flow information presented is for the period ended 1 November 2018 and the year ended 30 June 2018.

Period ended

1 Nov 2018

NZ$M

Year ended

June 2018

NZ$M

Movement in exchange differences on translation of discontinued operations

13

5

Other comprehensive income from discontinued operations

13

5

Net cash inflow from operating activities

4

(7)

Net cash outflow from investing activities

(1)

(3)

Net cash outflow from financing activities

Net increase/(decrease) in cash generated by the discontinued operation

3

(10)

Fletcher Building Limited Annual Report 201957

Assets and Liabilities
The carrying amounts of assets and liabilities as at the date of sale were:

1 Nov 2018

NZ$M

June 2018

NZ$M

Cash and cash equivalents

2

4

Current tax assets

1

2

Debtors

30

29

Inventories

25

25

Property, plant and equipment

19

27

Intangibles

11

11

Deferred tax assets

(2)

(2)

Total assets

86

96

Creditors, accruals and other liabilities

12

10

Provisions

4

3

Total liabilities

16

13

(ii) Formica

On 3 June 2019 the Group divested the global Formica business for total net proceeds of $1,191 million, all of which had been received at 30

June 2019. Financial information relating to the Formica business for the period to the date of disposal and the details of the loss on sale are

outlined below.

2019

NZ$M

Sale price

1,259

Less: Debt-like items, minority interest and working capital

(20)

Less: Transaction costs and provisions

(48)

Net sale proceeds

1,191

Carrying value

(1,313)

Loss on sale

(122)

There was no tax benefit in any jurisdiction arising from the loss on sale recognised.

Financial Performance

The financial performance information presented is for the period ended 3 June 2019 and the year ended 30 June 2018.

Period ended

3 June 2019

NZ$M

Year ended

June 2018

NZ$M

Revenue

941

1,006

Expenses

(864)

(948)

Earnings before taxation

77

58

Taxation expense

(18)

(6)

59

52

Loss on sale

(122)

Earnings/(loss) after taxation from discontinued operations

(63)

52

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201958

Cash Flow Performance
The cash flow information presented is for the period ended 3 June 2019 and the year ended 30 June 2018.

Period ended

3 June 2019

NZ$M

Year ended

June 2018

NZ$M

Movement in exchange differences on translation of discontinued operations

13

82

Movement in cash flow hedge reserve

(1)

Movement in pension reserve

(2)

(4)

Other comprehensive income from discontinued operations

10

78

Net cash inflow from operating activities

24

102

Net cash outflow from investing activities

(58)

(68)

Net cash outflow from financing activities

(23)

(13)

Net increase/(decrease) in cash generated by the discontinued operation

(57)

21

Assets and Liabilities

The carrying amounts of assets and liabilities as at the date of sale were:

3 June 2019

NZ$M

June 2018

NZ$M

Cash and cash equivalents

37

32

Current tax assets13

Debtors

158

148

Inventories

252

231

Property, plant and equipment

537

454

Intangible assets

571

592

Deferred tax assets14

Total assets

1,555

1,484

Creditors, accruals and other liabilities

152

187

Provisions

21

7

Current tax liabilities

7

19

Borrowings22

Retirement plan liabilities

23

35

Deferred tax liabilities

39

48

Total liabilities

242

318

2C. INTANGIBLE ASSET IMPAIRMENT TESTING

Goodwill and brands were tested for impairment in June 2019. Each cash generating unit (CGU) that carries goodwill is valued on a value-in-

use or fair value less costs of disposal basis using a discounted cash flow model. Management has used its past experience of sales growth,

operating costs and margin, and external sources of information where appropriate, to determine their expectations for the future. These cash

flow projections are principally based on the Group's five year strategic plan, which are risk adjusted where appropriate. Cash flows beyond

five years have been extrapolated using estimated terminal growth rates, which do not exceed the long-term average growth rate for the

industries and countries in which the business units operate. The terminal growth rate used was 2.5% (2018: 2.5%).

New Zealand and South Pacific CGU's

The goodwill and brands balances for the 15 New Zealand and South Pacific CGU's represent 46% of the total balance for the Group. The cash

flows are discounted using a nominal rate specific to each business. New Zealand businesses have employed rates between 8.0% and 9.0%

(2018: average 8.0%), and the South Pacific business has employed a rate of 18.5% (2018: 18%), reflecting the risk profile of each business

and for the regions in which the CGUs operate.

Sensitivity to reasonably possible changes in assumptions

The impairment assessment confirmed that, for these business units, the recoverable amounts exceed carrying values as at 30 June 2019.

Management considers that no reasonably possible change in assumptions would cause the carrying amount to exceed the recoverable amount.

Fletcher Building Limited Annual Report 201959

Australia CGU's
The goodwill and brands balances for the four Australia CGU's represent 54% of the total balance for the Group. The cash flows are discounted

using a nominal rate specific to each business. Australia rates range between 8.0% and 9.0% (2018: average 9.0%), reflecting the risk profile of

each business and for the regions in which the CGUs operate.

Sensitivity to reasonably possible changes in assumptions

Throughout the current financial year the Australia economy, particularly the residential market, has experienced a significant downturn. The

Laminex Australia and Tradelink business units have been particularly impacted by this downturn, which has impacted the forecast cash flows

used to assess the carrying value of each CGU.

Group and divisional management completed a comprehensive strategic review of the Australia division during the year and identified a number

of strategic initiatives for the near to medium term to set the business units up for long term margin growth. A number of these initiatives

have been implemented during the current financial year, however, the benefits of these will be achieved over the longer term and are, in part,

dependent on the recovery of the Australian economy and residential market.

The key assumptions used in the impairment tests for the significant business units of Laminex Australia and Tradelink are outlined below. No

impairment was recognised during the financial year, however, a change in any of the key assumptions would lead to the elimination of the

excess of recoverable amount over carrying amount.

Laminex Australia (representing 28% of Group goodwill and brands balances)

Key AssumptionValue attributedSensitivity (absolute movement)

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))4.00%Decrease by 0.8 ppts

EBIT margin (5-year average)7.30%Decrease by 1.2 ppts

Terminal growth rate2.50%Decrease by 1.2 ppts

Discount rate8.30%Increase by 1.0 ppts

Tradelink (representing 11% of Group goodwill and brands balances)

Key AssumptionValue attributedSensitivity (absolute movement)

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))2.80%Decrease by 0.5 ppts

EBIT margin (5-year average)2.80%Decrease by 0.5 ppts

Terminal growth rate2.50%Decrease by 1.4 ppts

Discount rate8.30%Increase by 1.2 ppts

Other Australia CGU's

The impairment assessment confirmed that, for all other business units, the recoverable amounts exceed carrying values as at 30 June 2019.

Management considers that no reasonably possible change in assumptions would cause the carrying amount to exceed the recoverable amount.

2D. SUPPLEMENTARY DISCLOSURES: EARNINGS PER SHARE

Earnings per share is disclosed in full in note 4. The below disclosure has been included to provide additional useful information by removing the

impact of one-off events in the current and prior year, and the resulting impact on the earnings per share measure.

The effect of significant items on earnings per share is as follows:

2019

NZ$M

2018

NZ$M

Net earnings/(loss) after taxation (as per income statement)

164

(190)

Add back: Significant items after taxation (note 2a)

203

130

Net earnings before significant items

367

(60)

Net earnings from continuing operations before significant items

313

(184)

Net earnings per share before significant items (cents)

43.0

(8.1)

Net earnings per share from continuing operations before significant items (cents)

36.7

(24.7)

Net earnings per share - as reported per income statement (cents)

19.2

(25.5)

2E. SUPPLEMENTARY DISCLOSURES: CONSTRUCTION ACCOUNTING

The Construction division is engaged by customers to construct and maintain buildings and infrastructure across New Zealand and the South

Pacific. During FY17 and FY18, the Group recognised significant provisions within the division as a number of these construction contracts

were loss making. These projects were determined to be onerous contracts and the related provisions are disclosed in note 10. Construction

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201960

projects are inherently more uncertain earlier in their lifetime, which leads to a number of significant estimates and judgements being made at
these early stages. The Group's policies for accounting for such projects are outlined below, and demonstrate the significant judgements made.

Contract assets and liabilities arising from construction work in progress at year end are disclosed in note 11.

A summary of total contracted work under construction and details of the major construction projects and their approximate stage of

completion is disclosed to demonstrate the uncertainty that remains on these projects.

Construction accounting policies

Revenue recognition

Construction contract revenue

The Group derives revenue from the construction of building and infrastructure projects across New Zealand and the South Pacific. Contracts

entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure. While it is uncommon, contracts

can be entered into for the building of several projects. Where this occurs, the Group will identify the single or multiple performance

obligations and allocate the total transaction price across each performance obligation based on stand-alone selling prices. The transaction

price is normally fixed at the start of the project.

The nature of construction projects leads to variations in the project size and scope. It is also normal practice for contracts to include bonus

and penalty elements based on timely construction or other performance criteria known as variable consideration, discussed below.

The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on the assets being

constructed they are controlled by the customer and have no alternative use to the Group, with the Group having a right to payment for

performance to date.

Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on the measured

output of each process based on appraisals that are agreed with the customer on a regular basis.

Maintenance contract revenue

Services revenue is primarily generated from maintenance services supplied to roading assets owned by local or central Government in

New Zealand and the South Pacific. This revenue also arises in respect of infrastructure assets previously constructed by the Group where

maintenance was included in the contract. The service contracts are typically determined to have one single performance obligation which are

significantly integrated and are fulfilled over time. There is no change to the revenue recognition methodology previously utilised.

Variable consideration

Revenue in relation to variations, such as a change in the scope of the contract, are only included in the transaction price when it is approved

by the parties to the contract, the variation is enforceable or in certain circumstances when approved by the Board of Directors, and the

amount becomes highly probable.

Construction work-in-progress - Contract assets, contract liabilities, and provisions for onerous contracts

Earnings on construction contracts (including sub-contracts) are determined using the percentage-of-completion method and represent the

value of work carried out during the year, including amounts not invoiced. Costs are recognised as incurred and revenue is recognised on the

basis of the proportion of total costs at the reporting date to the estimated total costs of the contract. Estimates of the final outcome of each

contract may include cost contingencies to take account of specific risks within each contract that have been identified. The cost contingencies

are reviewed on a regular basis throughout the contract life and are adjusted where appropriate. However, the nature of the risks on contracts

are such that they often cannot be resolved until the end of the project.

Margin on the contract is not recognised until the outcome of the contract can be reliably estimated. The Group uses its professional

judgement to assess both the physical completion and the forecast financial result of the contract. When a contract is identified as loss-

making, a provision is made for estimated future losses on the entire contract.

Construction work in progress is stated at cost plus profit recognised to date, less progress billings. Cost includes all expenditure directly

related to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal

operating capacity.

Estimates and judgements are made relating to a number of factors when assessing construction contracts. These primarily include the

programme of work throughout the contract period, assessment of future costs after considering changes in the scope of work, maintenance

and defect liabilities, expected inflation (for unlet sub-trades) and performance bonuses or penalties.

The significant judgements inherent in accounting for the Group’s most material construction projects are:

–The extent to which a project progresses in line with the complex project programme and timetable previously formed and the resulting

impact of any programme delays or gains on project costs, especially project overheads (preliminary and general costs) and any liquidated

or other damages;

–Sub-contractor cost, in particular cost that is yet to be agreed in scope or price (including inflationary pressures) or that relating to

programme prolongation;

–The outcome of ongoing commercial negotiations, including elements of variable consideration and changes in project scope; and

–Future weather and ground conditions.

Fletcher Building Limited Annual Report 201961

Notes to the Financial Statements 2019 (Continued)
Status of construction projects (> $200 million original contract value) as at 30 June 2019:

Business Unit

Percentage of

completion (% cost)

Forecast

completion

Commercial Bay - Fixed price contractB+I76%2020

NZICC - Guaranteed maximum price and fixed price contractB+I70%2020

Puhoi to Warkworth - Fixed price contract (Public Private Partnership)Major Projects58%2021

Hamilton City Edge Expressway - Alliance contractMajor Projects/Higgins62%2021

Peka Peka to Otaki Expressway - Fixed price contractMajor Projects/Higgins47%2021

Revenue Backlog by Business Unit as at 30 June 2019:

Current Revenue Backlog

NZ$M

Top 5 projects as a % of

Revenue Backlog

Building + Interiors

256

97%

Major Projects

445

10 0%

Brian Perry Civil

172

50%

Higgins

494

44%

South Pacific

78

64%

1,445

N/A

Revenue backlog refers to the level of construction work the Group is contracted to but is not yet complete at year end. This represents the

performance obligations that are yet to be completed for the construction contracts active at the end of the year. The long term nature of the

contracts held by the Major Projects and Higgins businesses will see these performance obligations be completed over a period generally

between one to five years, although some may extend longer. The Building + Interiors, Brian Perry Civil, and South Pacific businesses have

contracts that are either short term in nature or are nearing completion with those performance obligations likely to be settled within the next

12 months.

Fletcher Building Limited Annual Report 201962

Financial Review
This section explains the results and performance of the Group, including the segmental analysis, details of significant items, and

earnings per share.

3. SEGMENTAL INFORMATION

Segmental information is presented in respect of the Group’s industry and geographical segments. The use of industry segments as the

primary format is based on the Group’s management and internal reporting structure, which recognises groups of assets and operations with

similar risks and returns. Inter-segment pricing is determined on an arm’s length basis.

Industry segments


2019

NZ$M

Gross revenue

2018

NZ$M

Gross revenue

2019

NZ$M

External revenue

2018

NZ$M

External revenue

Building Products

759

764

587

613

Distribution

1,596

1,530

1,552

1,490

Steel

555

532

426

411

Concrete

802

812

549

545

Residential and Development

639

575

639

575

Construction

1,702

1,685

1,622

1,605

Australia

3,024

3,076

2,933

2,972

Other

11

8

Continuing operations

9,088

8,982

8,308

8,211

Discontinued operations

1,019

1,285

999

1,260

Group

10,107

10,267

9,307

9,471

Less: intercompany revenue

(800)

(796)

Group external revenue

9,307

9,471

9,307

9,471

EBIT before

significant items

EBIT before

significant itemsFunds*Funds*

Building Products

127

132

503

494

Distribution

104

104

300

264

Steel

33

49

220

184

Concrete

84

90

656

628

Residential and Development

137

136

651

604

Construction

47

(608)

48

(238)

Australia

57

114

1,735

1,804

Corporate

(40)

(45)

60

(869)

Continuing operations

549

(28)

4,173

2,871

Discontinued operations

82

78 1,271

Group total

631

50

4,173

4,142

* Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as borrowings and taxation are allocated to Corporate as

these are managed at a Group level. Funds are managed at a divisional level, and as such, B+I funds are included in the Construction divisional balance.

Fletcher Building Limited Annual Report 201963


2019

NZ$M

Depreciation,

depletion and

amortisation

expense

2018

NZ$M

Depreciation,

depletion and

amortisation

expense

2019

NZ$M

Capital expenditure

2018

NZ$M

Capital expenditure

Building Products

12

13

37

19

Distribution

10

9

23

20

Steel

5

5

18

14

Concrete

50

45

65

62

Residential and Development

7

1

Construction

21

20

31

33

Australia

62

62

91

79

Corporate

14

16

13

13

Continuing operations

174

170

285

241

Discontinued operations

25

44

63

63

Group

199

214

348

304

Geographic segments

External revenueExternal revenue

EBIT before

significant items

EBIT before

significant items

New Zealand

5,220

5,063

467

(180)

Australia

2,944

3,018

54

123

Other jurisdictions

144

130

28

28

Continuing operations

8,308

8,211

549

(29)

North America

404

465

45

43

Asia

297

314

48

38

Europe

253

316

(10)

(6)

Other jurisdictions

45

165

(1)

4

Discontinued operations

999

1,260

82

79

Group

9,307

9,471

631

50

Significant items (Note 2a)

(234)

(168)

Earnings before interest and taxation (EBIT)

397

(118)

Non-current

assets

+

Non-current

assets

+

Funds*Funds*

New Zealand

1,895

1,706

2,405

2,006

Australia

1,359

1,420

1,752

1,810

Other

45

48

85

199

Debt and taxation

(69)

(985)

Continuing operations

3,299

3,174

4,173

3,030

North America 319 350

Asia 458 492

Europe 315 270

Discontinued operations 1,092 1,112

Group

3,299

4,266

4,173

4,142

+

Excludes deferred tax assets, retirement plan surplus and financial instruments.

* Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as borrowings and taxation are allocated to Corporate as

these are managed at a Group level. Funds are managed at a divisional level, and as such, B+I funds are included in the Construction divisional balance.

Notes to the Financial Statements 2019 (Continued)

Industry segments (Continued)

Fletcher Building Limited Annual Report 201964

Description of industry segments
Building Products

The Building Products division is a manufacturer, distributor, and marketer of building products used both

commercially and in residential markets in New Zealand.

Distribution

The Distribution division consists of building, plumbing, and pipeline distribution businesses in New Zealand.

Steel

The Steel division consists of steel manufacture and distribution businesses in New Zealand.

Concrete

The Concrete division includes the Group's interests in the concrete value chain, including extraction of

aggregates, and the production of cement and concrete. The division operates in New Zealand.

Residential and Development

The Residential and Development division operates in New Zealand and is both a residential home builder

and develops and sells mainly commercial sites within the Group's property portfolio which are surplus to

operating requirements.

Construction

The Construction division is a builder and maintainer of commercial buildings and infrastructure across

New Zealand and the South Pacific.

Australia

The Australia division manufactures and distributes building materials for a broad range of industries

across Australia.

Discontinued operations

Discontinued operations comprises the Formica and Roof Tile Group businesses both of which were

divested during the current year and the Group's 50% interest in Sims Pacific Metals and 20% interest in

Dongwha New Zealand Limited both of which were divested during the prior year.

4. NET EARNINGS PER SHARE

Earnings per share is the portion of a company's profit allocated to each outstanding ordinary share and is calculated by dividing the

earnings attributable to shareholders by the weighted average of ordinary shares on issue during the year excluding treasury stock. Capital

notes and options are convertible into the company's shares and may therefore result in dilutive securities for purposes of determining the

diluted net earnings per share. Fletcher Building may, at its option, purchase or redeem the capital notes for cash at the principal amount plus

any accrued but unpaid interest.

20192018

Net earnings per share (cents)

Basic

19.2

(25.5)

Diluted

19.0

(25.5)

Net earnings per share (cents) from continuing operations

Basic

28.8

(32.1)

Diluted

27.7

(32.1)

NumeratorNZ$MNZ$M

Net earnings/(loss)

164

(190)

Numerator for basic earnings per share

164

(190)

Dilutive capital notes distribution

17

Numerator for diluted net earnings per share181

(190)

Numerator (continuing operations)

Net earnings/(loss) from continuing operations

246

(239)

Numerator for basic earnings per share from continuing operations

246

(239)

Dilutive capital notes distribution

17


Numerator for diluted net earnings per share from continuing operations263 (239)

Denominator (millions of shares)

Weighted average number of shares outstanding (refer to note 19)

853

745

Conversion of dilutive capital notes

98

Denominator for diluted net earnings per share951

745

Fletcher Building Limited Annual Report 201965

5. INCOME STATEMENT DISCLOSURES
2019

NZ$M

2018

NZ$M

The following items are specific disclosures required to be made and are included within

the income statement:

Net periodic pension cost

1

5

Employee related short-term costs

(1)

1,604

1,791

Other long-term employee related benefits

57

71

Research and development expenditure

5

2

Amortisation of intangibles

19

26

Bad debts written off

6

8

Donations and sponsorships

2

2

Maintenance and repairs

171

160

Operating lease expense

257

187

(1)

Short term employee benefits for the executive committee included in the above is disclosed in note 21.

Auditor's remuneration

NZ$000's NZ$000's

Audit and review of the financial statements

(1)

3,132

4,883

Audit services associated with Formica sale process

770

Assurance services associated with capital raise175

Total audit and assurance services

3,902

5,058

Tax services369 600

Other non-assurance services

23

51

Total non-assurance services

392

651

Total auditor remuneration4,294

5,709

(1)

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

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201966

Working Capital Management
This section provides details of the key elements of working capital which includes cash, receivables, inventories and short term liabilities.

6. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash and demand deposits with banks or other financial institutions and highly liquid investments that

are readily convertible to cash.

Cash and cash equivalents include the Group's share of amounts held by joint operations of $28 million (2018: $31 million).

At 30 June 2019, approximately $30 million (2018: $70 million) of total cash and deposits were held in subsidiaries that operate in countries

where exchange controls and other legal restrictions apply and are not immediately available for general use by the Group.

2019

NZ$M

2018

NZ$M

Cash and bank balances

189

227

Contract retention bank balances

23

13

Short-term deposits

1,160

425

1,372

665

Reconciliation of net earnings to net cash from operating activities

2019

NZ$M

2018

NZ$M

Net earnings

164

(190)

Earnings attributable to minority interest

13

11

177

(179)

Add/(Less) non-cash items:

Depreciation, depletions and amortisation

199

214

Other non-cash items

108

148

Taxation

74

(181)

Gain on disposal of businesses and property, plant and equipment

(1)

(36)

380

145

Net working capital movements

Residential and Development

(26)

(28)

Construction

(276)

407

Other divisions:

Debtors

26

(12)

Inventories

(69)

(58)

Creditors

(59)

121

(404)

430

Net cash from operating activities153

396

Fletcher Building Limited Annual Report 201967

7. DEBTORS
Debtors are recognised initially at their fair value which is represented by their face value and subsequently valued at its estimated net

realisable value to adjust for expected credit losses. Estimates are used in determining the level of receivables that may not be collected,

refer to note 16c. Trade debtors normally have 30 to 90 day terms.

2019

NZ$M

2018

NZ$M

Trade debtors

834

1,158

Contract debtors209 208

Contract retentions

42

31

Less provision for doubtful debts

(15)

(21)

Trade and contract debtors

1,070

1,376

Other receivables

228

253

1,298

1,629

Current919 1,166

0 - 30 days over standard terms

121

155

31 - 60 days over standard terms

14

23

61+ days over standard terms

31

53

Provision

(15)

(21)

Trade and contract debtors

1,070

1,376

8. INVENTORIES, INCLUDING LAND AND DEVELOPMENTS

Inventories are valued at the lower of cost or net realisable value, determined principally on the first-in, first-out basis. Cost includes direct

manufacturing costs and manufacturing overheads at normal operating levels.

2019

NZ$M

2018

NZ$M

Raw materials

472

562

Work in progress216 247

Finished goods

877

884

Consumable stores and spare parts

39

55

1,604

1,748

Inventories held at cost1,325 1,609

Inventories held at net realisable value279 139

1,604 1,748

Current portion1,340 1,559

Non-current portion264 189

1,604 1,748

The non-current portion of inventories relates to land and developments that is expected to be held for greater than 12 months (current portion

of $408 million, 2018: $374 million).

The Group also has conditional commitments for the purchase of land to be used for residential construction totalling $257 million (June 2018:

$275 million), of which $71 million is expected to be delivered in the year to 30 June 2020.



Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201968

9. CREDITORS, ACCRUALS AND OTHER LIABILITIES
Trade creditors and other liabilities are stated at cost or estimated liability where accrued.

Employee entitlements include annual leave which is recognised on an accrual basis and the liability for long service leave which is measured

as the present value of expected future payments to be made in respect of services provided by employees.

Assumptions in determining long service leave relate to the discount rate, estimates relating to the expected future long service leave

entitlements, future salary increases, attrition rates and mortality.

2019

NZ$M

2018

NZ$M

Trade creditors

761

1,073

Contract retentions37 43

Accrued interest

29

34

Other liabilities

319

214

Employee entitlements

184

212

Workers' compensation schemes

8

9

1,338

1,585

Current portion1,254 1,547

Non-current portion

84

38

Carrying amount at the end of the year

1,338

1,585

The non-current portion of creditors and accruals relates to long service employee entitlement obligations and unconditional deferred

land payments.

10. PROVISIONS

A provision is recognised when the Group has a current obligation and it is probable that an economic benefit will be required to settle it. The

following are the significant categories of provisions held by the Group:

Restructuring

Restructuring provisions are recognised when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal

detailed plan. Costs relating to ongoing activities are not provided for.

Warranty & Environmental

Warranty provisions represent an estimate of potential liability for future rectification work in respect of products sold and services provided.

Environmental provisions represent an estimate for future liabilities relating to environmental obligations.

Onerous contracts

The provision for onerous contracts has arisen as a result of the adoption of NZ IFRS 15 Revenue from Contracts with Customers during the

period. NZ IFRS 15 requires loss making contracts (previously recognised as part of construction contracts on the face of the Balance Sheet)

be recognised as a provision for onerous contracts. Refer to note 28 for disclosure of the reclassification.

Other

Other provisions relate to miscellaneous matters, across the Group, none of which are individually material.

Fletcher Building Limited Annual Report 201969

Restructuring
NZ$M

Warranty &

environmental

NZ$M

Onerous

contracts

NZ$M

Other

NZ$M

Total

NZ$M

2019

Carrying amount at the beginning of the year30 39 497 45 611

Currency translation(1)(1)(2)

Charged to earnings22 12 15 49

Settled or utilised(12)(10)(233)(21)(276)

Released to earnings(5)(4)(2)(11)

Disposal of business(2)(2)(3)(7)

32 34 264 34 364

2018

Carrying amount at the beginning of the year8 34 154 53 249

Currency translation1 1 2

Charged to earnings28 21 566 27 642

Settled or utilised(6)(16)(223)(33)(278)

Released to earnings(1)(3)(4)

30 39 497 45 611

2019

NZ$M

2018

NZ$M

Current portion

346

449

Non-current portion

18

162

Carrying amount at the end of the year

364

611

During the year the Group utilised $12 million (30 June 2018: $6 million) in respect of restructuring obligations at certain businesses. The

remaining balance is expected to be utilised in the next year. Warranty and environmental provisions are expected to be utilised over the next

three years.

11. CONTRACT ASSETS AND LIABILITIES

The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers during the period, which requires additional disclosures of material

contract assets and liabilities. The Group has previously disclosed this information as 'Construction Contracts', and has restated the prior year

balances for completeness (refer to note 28). There are no other material contract assets or liabilities than those disclosed below.

2019

NZ$M


2018

NZ$M

Construction contracts with cost and margin in advance of billings

40

13

Contract assets

40

13

Construction contracts with billings in advance of cost and margin

119

142

Contract liabilities

119

142


Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201970

Long-term Investments
This section details the long-term assets of the Group including Property, Plant and Equipment and Intangible Assets.

12. PROPERTY, PLANT AND EQUIPMENT

Land, buildings, plant and machinery, finance leased assets and fixtures and equipment are stated at cost, less accumulated depreciation and

accumulated impairment losses.

The cost of purchasing land, buildings, plant and machinery, fixtures and equipment is the value of the consideration given to acquire the

assets and the value of other directly attributable costs which have been incurred in bringing the assets to the location and the condition

necessary for their intended service, including subsequent expenditure. Assets are reviewed annually for impairment indicators.

Resource extraction assets are held at historic cost and depleted over the shorter of the life of the site or right to use period. Site development

costs incurred in order to commence extraction are capitalised as resource extraction assets.

Finance leases

Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases and are measured at

the lower of their fair value or the present value of the minimum lease payments at the inception of the lease.

Finance leases are capitalised to reflect the borrowings incurred and the cost of the asset acquired. Such obligations are classified within

borrowings. The finance cost portion of lease payments is expensed to the income statement over the lease period. The leased asset is

depreciated on a straight line basis over the estimated useful life of the asset with regard to residual values.

Depreciation of property, plant and equipment and amortisation of definite life intangible assets are calculated on the straight line method.

Refer to note 13 for details of intangible assets. Expected useful lives, which are regularly reviewed, typically range between:

Buildings 30–50 years

Plant and machinery 5–15 years

Fixtures and equipment 2–10 years

Leased assets capitalised 3–30 years

Intangible assets, including software (note 13) 5–15 years

2019

Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Leased

Assets

NZ$M

Total

NZ$M

Carrying value at 1 July 20182553201,36817177402,231

Additions8112383315305

Acquisitions41418

Disposals(6)(19)(25)

Depreciation expense(12)(125)(30)(11)(2)(180)

Transfer of assets to inventory(19)(3)(22)

Disposal of business(51)(88)(397)(9)(545)

Currency translation(6)(5)(14)(3)(28)

Carrying value at 30 June 20191812041,07416295381,754

Represented by:

Cost1823302,280422132433,389

Accumulated depreciation and

impairment

(1)(126)(1,206)(260)(37)(5)(1,635)

1812041,07416295381,754

Fletcher Building Limited Annual Report 201971

2018
Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Leased

Assets

NZ$M

Total

NZ$M

Carrying value at 1 July 20172 743211,31217384422,206

Additions1211834015260

Disposals(8)(5)(16)(13)(42)

Depreciation expense(16)(130)(30)(10)(2)(188)

Impairment expense(1)(8)(19)(1)(12)(41)

Transfer of assets to inventory(21)(7)(28)

Currency translation101438264

Carrying value at 30 June 20182553201,36817177402,231

Represented by:

Cost2565042,807442107434,159

Accumulated depreciation and

impairment

(1)(184)(1,439)(271)(30)(3)(1,928)

2553201,36817177402,231

As at 30 June 2019 property, plant and equipment includes $39 million of assets under construction that are not depreciated until they are

commissioned and brought into use (June 2018: $167 million).

13. INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangibles are carried at cost

less any accumulated amortisation and accumulated impairment losses.

Intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, either individually or at the cash-

generating unit level. Intangible assets with a definite life are amortised on a straight-line basis.

Goodwill is stated at cost, less any impairment losses. Goodwill is allocated to cash-generating units (CGUs) and is not amortised but is

tested annually for impairment, and when an indication of impairment exists. Brands for which all relevant factors indicate that there is no

limit to the foreseeable net cash flows are considered to have an indefinite useful life and are held at cost and are not amortised but are

subject to an annual impairment test.

For the purposes of considering whether there has been an impairment, assets are grouped at the lowest level for which there are identifiable

cash flows that are largely independent of the cash flows of other groups of assets. When the book value of a group of assets exceeds the

recoverable amount, an impairment loss arises and is recognised in earnings immediately. Refer to note 2c for impairment considerations.

Assessing the carrying value of goodwill and indefinite life brands requires management to estimate future cash flows to be generated by

the related cash-generating unit. The key assumptions used in the value in use models include the expected rate of growth of revenues and

earnings, the terminal growth rate and the appropriate discount rate to apply.

2019

Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 1,0854511601,696

Acquired during the year74350

Impairments in the income statement(3)(3)

Amortisation expense(19)(19)

Disposal of business(369)(165)(37)(571)

Currency translation (12)(8)(4)(24)

7 112781401,129

Represented by:

Cost1,1653572971,819

Accumulated impairment/amortisation(451)(79)(153)(683)

Accumulated currency translation (3)(4)(7)

Carrying value at the end of the year7 112781401,129

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201972

2018
Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 1,0694611561,686

Acquired during the year14445

Disposed of during the year(20)(20)

Impairments in the income statement (Note 2)(26)(30)(56)

Amortisation expense(26)(26)

Currency translation 4120667

1,0854511601,696

Represented by:

Cost1,5275303082,365

Accumulated impairment/amortisation(451)(79)(146)(676)

Accumulated currency translation 9(2)7

Carrying value at the end of the year1,0854511601,696

As at 30 June 2019 other intangible assets includes $39 million of assets being developed (June 2018: $23 million).

20192018

Goodwill

NZ$M

Brands

NZ$M

Goodwill

NZ$M

Brands

NZ$M

Significant intangible balances within cash generating units (CGUs)

Laminex Australia

154119

160124

Higgins New Zealand

11 419

11419

Iplex New Zealand

1057

1057

Stramit

6641

6843

Tradelink

6050

6252

Other

21242

21561

Formica businesses (divested in 2019)361145

7 11278

1,085451

The goodwill allocated to significant CGUs accounts for 70% (2018: 80%) of the total carrying value of goodwill. The remaining 'other' CGUs,

which comprise 14 (2018: 22) in total, are each less than 7% of total carrying value. The significant brand assets account for 85% (2018: 86%) of

the total carrying value of brands. The remaining 'other' brand assets are each less than 5% of total carrying value (2018: 9%).

Fletcher Building Limited Annual Report 201973

Funding and Financial Risk Management
This section includes details on the Group's funding and outlines the market, credit and liquidity risks that the Group is exposed to and how

these risks are managed, including the use of derivative financial instruments.

Capital risk management

The Group's objectives when managing capital are to provide returns to shareholders and benefits for other stakeholders and to maintain an

optimal capital structure that safeguards the Group's ability to continue as a going concern. In order to maintain or adjust the capital structure,

the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce

net debt.

The Group monitors its capital requirements using various measures that consider debt facility covenants. A key measure is; a through-the-cycle

net debt to EBITDA ratio (leverage). Net debt represents the value of the Group's drawn borrowings adjusted for debt hedging activities and

available cash funding. The target leverage ratio range is 1.5 to 2.5 times. It is intended that the Group will not be materially outside the target

gearing and leverage ratio ranges on a long-term basis.

The Group was in compliance with all debt facility financial covenants.

The Group has not sought and does not hold a credit rating from an accredited rating agency.

14. BORROWINGS

The Group borrows in the form of private placements, bank loans, capital notes and other financial instruments. Funding costs associated with

the Group borrowings is shown in note 15.

Borrowings are initially recognised at fair value net of attributable transaction costs, and are subsequently measured at amortised cost

using the effective interest rate method. Any borrowings that have been designated as hedged items (USD and any other foreign currency

borrowings) are carried at amortised cost plus a fair value adjustment under hedge accounting requirements. Borrowings denominated in

foreign currencies are retranslated to the functional currency at each reporting date.

Economic debt represents the face value of drawn borrowings adjusted for foreign currency movements hedged with derivative instruments.

The Group uses cross currency interest rate swaps, interest rate swaps and foreign forward exchange contracts to manage its exposure to

interest rates and borrowings sourced in currencies different from that of the borrowing entity's reporting currency. Details of debt hedging

activities and instruments used are included in note 16.

Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s net debt arising from financing activities, including both cash and non-cash changes.

2018

NZ$MCash Flows

Currency

translation

Other non-cash

movements

(including

hedge

accounting)

2019

NZ$M

Private placements 1,181 (334)6 33 886

Bank loans 97 165 (4)258

Capital notes 566 (81)485

Other loans 94 (30)3 1 68

Carrying value of borrowings

(as per balance sheet)

1,938 (280)5 34 1,697

Less: value of derivatives used to manage changes

in hedged risks on debt instruments

(61)12 (25)(33)(107)

Economic debt1,877 (268)(20)1 1,590

Less: Cash and cash equivalents (665)(712)5 (1,372)

Net debt 1,212 (980)(15)1 218

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201974

2017
NZ$MCash Flows

Currency

translation

Other non-cash

movements

(including hedge

accounting)

2018

NZ$M

Private placements 1,262 (147)97 (31)1,181

Bank loans 389 (292)97

Capital notes 400 166 566

Other loans 121 (44)17 94

Carrying value of borrowings

(as per balance sheet)

2,172 (317)114 (31)1,938

Less: value of derivatives used to manage changes

in hedged risks on debt instruments

(42)2 (49)28 (61)

Economic debt2,130 (315)65 (3)1,877

Less: Cash and cash equivalents (219)(440)(6)(665)

Net debt 1,911 (755)59 (3)1,212

Carrying value of borrowings included within the balance sheet as follows:

2019

NZ$M

2018

NZ$M

Current borrowings

602

185

Non-current borrowings

1,095

1,753

Total borrowings 1,697

1,938

Less: Cash and cash equivalents

(1,372)

(665)

Net debt (as per balance sheet) 325

1,273

At reporting date, the Group had the following funding facilities:

Utilised facilities

1,590

1,877

Unutilised syndicate bank loan facilities

667

828

Total facilities 2,257

2,705

Private placements

Private placements comprise loans of AUD99 million, USD451 million, CAD15 million, EUR41 million and GBP10 million with maturities

between 2022 and 2028. During the year the Group pre-paid JPY10,000 million and USD131.5 million of private placements with original

maturities in 2027 and September 2019 respectively.

As a consequence of the Formica divestment, the Group was required to make a mandatory disposition pre-payment offer on a rateable portion

(33%) on all senior debt including to private placement noteholders.

As a result, $292 million of private placements are classified as current at 30 June 2019. Subsequent to year-end only $8 million of private

placement noteholders accepted the offer and were pre-paid in July 2019.

Capital notes

At 30 June 2019 the Group had issued $385 million capital notes to retail investors (June 2018: $416 million) and $100 million capital notes to

institutional investors (June 2018: $150 million). The capital notes do not carry voting rights and do not participate in any change in value of the

issued shares of Fletcher Building Limited.

Listed capital notes

Listed capital notes are long-term fixed rate unsecured subordinated debt instruments that are traded on the NZDX. On election date, holders

may choose either to keep their capital notes on new terms or convert the principal amount and any interest into shares of Fletcher Building

Limited, at approximately 98 per cent of the current market price. If the principal amount of these notes held at 30 June 2019 were to be

converted to shares, 81 million (June 2018: 60 million) Fletcher Building Limited shares would be issued at the share price as at 30 June 2019,

of $4.85 (June 2018: $6.95).

Instead of issuing shares to holders who choose to convert, Fletcher Building may, at its option, purchase or redeem the capital notes for cash

at the principal amount plus any accrued interest.

As at 30 June 2019, the Group held $115 million (30 June 2018: $84 million) of its own capital notes.

Fletcher Building Limited Annual Report 201975

Unlisted Capital Notes
Unlisted capital notes are not listed on the NZDX. Fletcher Building can redeem the unlisted capital notes for cash at par within the next 12

months depending on the tranche and otherwise in certain defined circumstances. If the notes are not repaid in this time, the holder has the

right to request conversion of the capital notes into ordinary shares of Fletcher Building Limited at 95% of volume weighted average share price

calculated over a period before the time of conversion.

If the unlisted capital notes are not redeemed or converted within the next 12 months, these rights of redemption and conversion arise on each

subsequent quarterly interest payment date.

If the principal amount of the unlisted capital notes held at 30 June 2019 were to be converted to shares, 22 million Fletcher Building Limited

shares would be issued. (June 2018: 23 million).

Bank Loans

At 30 June 2019, the Group had a $925 million syndicated revolving credit facility on an unsecured, negative pledge and borrowing covenant

basis that comprises $200 million maturing in November 2019, $350 million maturing in November 2020 and $375 million maturing in November

2022. The funds under this facility can be borrowed in United States, Australian and New Zealand dollars.

As a consequence of the Formica divestment, the Group was required to make a mandatory disposition pre-payment offer on a rateable portion

(33%) on all senior debt including to Syndicate banks at par. As a result, $85 million of bank loans are classified as current at 30 June 2019.

On the 22 July 2019, the Group refinanced its $925 million syndicated revolving credit facility which resulted in two tranches, $525 million

maturing in July 2022 (Tranche 1), $400 million maturing in July 2024 (Tranche 2). The refinanced syndicated revolving facility is with ANZ Bank

New Zealand Limited, MUFG Bank Limited, Bank of New Zealand, Citibank N.A., The Hongkong and Shanghai Banking Corporation Limited,

Bank of China (New Zealand) Limited, China Construction Bank (New Zealand) Limited and Westpac New Zealand Limited.

Other Loans

At 30 June 2019, the Group had $44 million (June 2018: $44 million) of loans that are secured against specific subsidiaries' own balance sheets

or against specific assets and had unsecured loans at 30 June 2019 of $24 million (June 2018: $50 million) some of which were subject to the

negative pledge. Other loans include bank overdrafts, short-term loans, working capital facilities, financial leases and amortising loans.

Negative pledge

The Group borrows certain funds based on a negative pledge arrangement. The negative pledge includes a cross guarantee between a number

of wholly owned subsidiaries and ensures that external senior indebtedness ranks equally in all respects and includes the covenant that security

can be given only in very limited circumstances. At 30 June 2019 the Group had debt subject to the negative pledge of $1,062 million (June

2018: $1,253 million).

The impact of debt hedging activities on borrowings is represented in the table below:

2019

NZ$M

Underlying borrowing exposureEconomic debt exposure

Currency of BorrowingsFixed rateFloating rate

Impact of

hedgingFixed rateFloating rate% Fixed

New Zealand Dollar385269 237 535 356 60%

Australian Dollar10410 0 437 310331 48%

British Pound20(20) 0%

Canadian Dollar18(18)0%

Euro70(70)0%

United States Dollar717(673)4410 0%

Other14 140%

Total1,314 383(107)889 701 56%

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201976

2018
NZ$M

Underlying borrowing exposureEconomic debt exposure

Currency of BorrowingsFixed rateFloating rate

Impact of

hedgingFixed rateFloating rate% Fixed

New Zealand Dollar416159 224 566 233 71%

Australian Dollar108103 457 249419 37%

British Pound2014 8 2022 48%

Canadian Dollar165 165 76%

Euro721 16 721781%

Japanese Yen134(134)0%

United States Dollar875(637)12011850%

Other416 4160%

Total1,645 293(61)1,047 830 56%

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial commitments as they fall due. The Group manages its

liquidity risk by maintaining a target level of undrawn committed credit facilities and a spread of the maturity dates of the Group's debt facilities

that it reviews on an ongoing basis.

The following maturity analysis table sets out the remaining contractual undiscounted cash flows, including estimated interest payments for

non-derivative financial liabilities and derivative financial instruments. Creditors and accruals are excluded from this analysis as they are not part

of the Group's assessment of liquidity risk because these are offset by debtors with similar payment terms.

2019

Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans 258 85 173

Capital notes 485 200 10 0 185

Private placements 884 292 269 323

Other loans 68 25 1 1 41

Borrowings - Principal cash flows 1,695 602 274 455 364

Gross settled derivatives - to pay 907 337 208 362

Gross settled derivatives - to receive (1,012) (338) (299) (375)

Debt derivatives financial instruments - Principal

cash flows

(105) (1) (91) (13)

Total principal cash flows 1,590 601 274 364 351

Contractual interest cash flows 323 72 59 111 81

Total contractual cash flows 1,913 673 333 475 432

Bank loans of $85 million and private placements of $292 million are classified as current as the Group was required to make a mandatory

disposition pre-payment offer on a rateable portion (33%) on all senior debt as a consequence of the Formica divestment. Subsequent to year-

end only $8 million of private placement noteholders accepted the offer and were pre-paid in July 2019, and therefore the remaining balance will

revert to non-current in the interim financial statements for the period ending 31 December 2019.

Fletcher Building Limited Annual Report 201977

2018
Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans 97 97

Capital notes 566 150 200 216

Private placements 1,212 195 193 824

Other loans 94 35 15 2 42

Borrowings - Principal cash flows 1,969 185 410 508 866

Gross settled derivatives - to pay 710 136 62 648

Gross settled derivatives - to receive (802) (136) (85) (717)

Debt derivatives financial instruments - Principal

cash flows

(92) - (23) (69)

Total principal cash flows 1,877 185 410 485 797

Contractual interest cash flows 558 113 91 191 163

Total contractual cash flows 2,435 298 501 676 960

15. FUNDING COSTS/(INCOME)

Interest expense and income is recognised on an accrual basis in profit or loss using the effective interest method.

Fundings 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.

2019

NZ$M

2018

NZ$M

Interest income

(4)

(3)

Interest on borrowings and derivatives

110

126

Net Interest expense106

123

Changes in fair value relating to:

Borrowings designated in a hedging relationship

33

(31)

Derivatives designated in a hedging relationship

(33)

31

Total changes in fair value


Bank fees, registry and other expenses14 32

Other (gains)/losses

(4)

Funding costs from continuing operations

116

155

Discontinued operations

2

2

Funding costs118

157

Included in interest on borrowings is the net settlement of the Group's interest derivatives. This consists of $44 million of interest income and

$43 million of interest expense (2018: $48 million interest income; $47 million interest expense) and cash flow hedge effectiveness reclassified

to profit or loss. The comparative bank fees, registry and other expenses amount includes one-off costs in relation to the breach of bank

covenants that occurred in the prior year. Other (gains)/losses include costs associated with pre-payment of borrowings and the settlement of

related derivatives.

Interest rate risk

At 30 June 2019, 56% of the Group's debt was subject to a fixed interest rate (June 2018: 56% fixed).

(i) Interest rate repricing

The following tables set out the interest rate repricing profile of interest bearing financial liabilities assuming floating rate facilities are utilised to

maintain debt levels.

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201978

2019
NZ$M

2020

NZ$M

2021

NZ$M

2022

NZ$M

2023

NZ$M

2024

NZ$M

Fixed financial liabilties 889 689 589 275 259 44

Floating financial liabilities 701 901 1,001 1,315 1,331 1,546

Economic debt 1,590 1,590 1,590 1,590 1,590 1,590

% Fixed56%43%37%17%16%3%

The Group's overall weighted average interest rate (based on year end borrowings) excluding fees is 5.03% (June 2018: 6.23%).

(ii) Interest rate risk

It is estimated a 100 basis point increase in interest rates would result in an increase in the Group's interest costs by approximately $7.0 million

pre-tax on the Group's debt portfolio exposed to floating rates at balance date (June 2018: $8.3 million) assuming that all other variables

remain constant.

16. FINANCIAL RISK MANAGEMENT

Exposures to credit, liquidity, currency, interest rate and commodity price risks arise in the normal course of the Group’s business. The

principles under which these risks are managed are set out in policy documents approved by the Board. The policy documents identify the

risks and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The policies are reviewed periodically

to reflect changes in financial markets and the Group’s businesses. Risk management is carried out in conjunction with the Group's central

treasury function, which ensures compliance with the risk management policies and procedures.

Derivative financial instruments, including foreign forward exchange contracts, interest rate swaps, foreign currency swaps, cross currency

interest rate swaps, options, forward rate agreements and commodity price swaps are utilised to reduce exposure to market risks. All the

Group’s derivative financial instruments are held to hedge risk on underlying assets, liabilities and forecast and committed trading and funding

transactions. The Group policy specifically prohibits the use of derivative financial instruments for trading or speculative purposes.

The table below summarises the key financial market risks to the Group and how these risk are managed:

Financial riskDescriptionManagement of risk

Foreign currency trade

transaction risk

(Note 16(a)(i))

Arises on the conversion of a business unit’s

foreign currency revenue and expenditure to

its functional currency, such that a material

loss or a gain may be incurred. This covers

imports, exports, capital expenditure, and

foreign currency bank accounts balances that

are not in a business unit’s functional currency.

It is Group policy that no currency exchange risk may be

entered into or allowed to remain outstanding should it arise on

committed transactions.The Group uses foreign currency forward

contracts and foreign currency options to manage the risk on firm

commitments and recognised material trade related exposures.

Majority of these transactions have maturities of less than one

year from the reporting date.

Foreign currency balance

sheet translation risk

(Note 16(a)(ii))

Arises due to the translation of the Group’s

foreign denominated assets and liabilities,

overseas operations and subsidiaries to the

company’s functional currency of NZD, such

that the Group’s reporting of financial ratios

would be materially affected.

It is the Group's policy to hedge this foreign currency translation

risk by borrowing in the currency of the asset in proportion to the

Group's long-term debt to debt plus equity ratio as approved by

the Board.

Where the underlying debt in any currency does not equate to

the required proportion of total debt, debt derivatives, such as

foreign exchange forwards, swaps and cross currency interest

rate swaps are entered into.These are designated as net

investment hedges where the borrowings or contracts are in a

different currency to that of the business in which they

are recognised.

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 or Australian dollar-denominated amounts of

principal with floating interest rates.

Interest rate risk

(Note 14 & Note 16(b))

The risk that the value of borrowings or cash

flows associated with the borrowings will

change due to changes in market rates.

The Group manages the fixed interest rate component of its

borrowings by entering into CCIRS, interest rate swaps, forward

rate agreements and options. It aims to maintain fixed interest rate

borrowings between certain ranges over specefic time periods.

Fletcher Building Limited Annual Report 201979

Financial riskDescriptionManagement of risk
Commodity price riskArises from committed or highly probable

trade and capital expenditure transactions

that are linked to traded commodities. In the

current year this was primarily movements in

electricity prices.

The Group manages its commodity price risks through

negotiated supply contracts and, for certain commodities, by

using commodity price swaps and options. The Group manages

its commodity price risk depending on the underlying exposures,

economic conditions and access to active derivatives markets.

Cash flow hedge accounting is applied to commodity derivative

contracts. In the current year this was primarily related to

electricity prices.The average hedged electricity price for 2019

was NZ$/MWh 78 (June 2018: NZ$/MWh 75).

A 10% increase in the New Zealand electricity spot price at

balance date would not materially impact the Group's earnings or

equity position.

Disclosure about the credit risk associated with financial instruments and fair value measurement of financial instruments is included in note

16c and 16d.

Derivative financial instruments and hedge accounting

Derivatives are initially recorded at fair value and are then revalued to fair value at balance date with the resulting gain or loss on re-

measurement recognised in the income statement 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.

For a derivative instrument to be classified and accounted for as a hedge, it must be highly correlated with, and effective as a hedge of the

underlying risk being managed. This relationship is documented from inception of the hedge. The fair values of derivative financial instruments

are determined by applying quoted market prices, where available, or by using inputs that are observable for the asset or liability.

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).

The Group holds derivative instruments until expiry except where the underlying rationale from a risk management point of view changes, such

as when the underlying asset or liability that the instrument hedges no longer exists, in which case early termination occurs.

Fair value hedges

Where a derivative financial instrument is designated as a hedge of a recognised asset or liability, or of a firm commitment, any gain or loss on

the derivative (hedging instrument) is recognised directly in the income statement, together with any changes in the fair value of the hedged risk

(hedged item).

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of assets or liabilities, or of a highly probable

forecasted transaction, the effective part of any gain or loss is recognised directly in the cash flow hedge reserve within equity and the

ineffective part is recognised immediately in the income statement. The effective portion is reclassified to the income statement when the

underlying cash flows affect 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 the cash flow hedge reserve 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

Where the derivative financial instruments are designated as a hedge of a net investment in a foreign operation, the derivative financial

instruments are accounted for on the same basis as cash flow hedges through the foreign currency translation reserve (FCTR) within equity.

Cost of hedging

The forward elements of foreign exchange forwards and swaps are excluded from designation as the hedging instrument and the foreign

currency basis spreads of CCIRS are separately accounted for and recognised in other comprehensive income as cost of hedging.

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201980

Derivatives that do not qualify for hedge accounting
Where a derivative financial instrument does not qualify for hedge accounting, or where hedge accounting has not been elected, any gain or

loss is recognised directly in the income statement.

(a) Foreign currency risk

(i) Currency transaction risk

Cash flow hedge accounting is applied to forecast transactions and short term intra-group cash funding. The Group designates the spot element

of foreign exchange forwards and swaps to hedge its currency risk and applies a hedge ratio of 1:1. The Group's policy is for the critical terms

of the foreign exchange forwards and swaps to align with the hedged item. The main currencies hedged are the Australian dollar, the United

States dollar, the Japanese yen, the Euro and the British pound. The gross value of these foreign exchange derivatives at 30 June 2019 was

$448 million (June 2018: $379 million).

(ii) Currency translation risk

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:

2019

NZ$M

Carrying amountNotional AmountHedge effectiveness

Hedged investments

and hedging instruments used

Amount of

investment

hedged

Foreign

currency

borrowings

Foreign currency

forwards

Net investment

gain/(loss)

recognised

in other

comprehensive

Income

Net investment

gain/(loss)

recognised

in other

comprehensive

Income

Australia Dollar-denominated

Maturity of forward contracts: 0-4 months230 (230) (2)2

230 (230) (2) 2

2018

NZ$M

Carrying amountNotional AmountHedge effectiveness

Hedged investments

and hedging instruments used

Amount of

investment

hedged

NZ$M

Foreign

currency

borrowings

NZ$M

Foreign currency

forwards

NZ$M

Net investment

gain/(loss)

recognised

in other

comprehensive

Income

NZ$M

Net investment

gain/(loss)

recognised

in other

comprehensive

Income

NZ$M

United States Dollar-denominated

Maturity of borrowings: 15-120 months238 (238)18 (18)

Australia Dollar-denominated

Maturity of forward contracts: 0-4 months109 (109)

Euro-denominated

Maturity of borrowings: 96 months72 (72)6 (6)

Maturity of forward contracts: 0-1 months15 (15)

Great British Pound-denominated

Maturity of borrowings: 121 months20 (20)2 (2)

Maturity of forward contracts: 0-1 months7 (7)

Canadian Dollar-denominated

Maturity of borrowings: 121 months16 (16)1 (1)

Maturity of forward contracts: 0-1 months5 (5)

482 (346) (136) 27 (27)

Fletcher Building Limited Annual Report 201981

It is estimated a 10% weakening of the New Zealand dollar against the major foreign currencies the Group is exposed to on the net assets of its
foreign operations would result in an increase to equity of approximately $135 million (June 2018: $219 million) and no material impact on earnings.

The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS. The hedge ratio applied is 1:1.

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.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency,

reference interest rates, tenors, repricing dates and maturities and the notional amounts. The Group assesses whether the derivative

designated in each hedging relationship is expected to be effective in offsetting changes in the fair value of the hedged item using the

hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

–changes in counterparty credit risk and cross currency basis spreads which are not reflected in the change in the fair value of the hedged

item; and

–differences in repricing dates between the cross currency interest rate swaps and the borrowings.

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.

2019

NZ$M

Hedge type

Nominal

amount of

the hedging

instrument

NZ$M

Carrying

amount

NZ$M

Accumulated

cost of

hedging

NZ$M

Change in

value used for

calculating

hedge

ineffectiveness

NZ$M

Hedging (gain) or

loss recognised

in other

comprehensive

income

NZ$M

Fair value

hedge (income

statement)

(gain)/loss

NZ$M

Cash flow hedging and fair value

hedging

Cross currency interest rate swaps

USD denominated borrowings3746 (9)35139

Maturity: 97-121 months

Weighted average interest rate:

floating

Weighted average NZD/USD

exchange rate: 0.7055

USD denominated borrowings299102 (2)2615

Maturity: 42-66 months

Weighted average interest rate:

floating

Weighted average AUD/USD

exchange rate: 1.0082

673108 (11)61154

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201982

2018
NZ$M

Hedge type

Nominal

amount of

the hedging

instrument

NZ$M

Carrying

amount

NZ$M

Accumulated

cost of

hedging

NZ$M

Change in

value used for

calculating

hedge

ineffectiveness

NZ$M

Hedging (gain) or

loss recognised

in other

comprehensive

income

NZ$M

Fair value

hedge (income

statement)

(gain)/loss

NZ$M

Cash flow hedging and fair value

hedging

Cross currency interest rate swaps

USD denominated borrowings371(18)(12)55 (17)

Maturity: 97-121 months

Weighted average interest rate:

floating

Weighted average NZD/USD

exchange rate: 0.7055

USD denominated borrowings29676(3)32 (10)

Maturity: 42-66 months

Weighted average interest rate:

floating

Weighted average AUD/USD

exchange rate: 1.0082

JPY denominated borrowings1346(9)7

Maturity: 104 months

Weighted average interest rate:

floating

Weighted average AUD/JPY

exchange rate: 82.1950

80164 (24)157 (27)

There was no hedge ineffectiveness recognised in profit or loss during the year.

(b) Interest rate swaps

The Group applies hedge accounting to the borrowings and the associated interest rate swaps, for movements in benchmark market

interest rates. Hedge accounting is applied on these instruments for floating-to-fixed instruments as cash flow hedges or for fixed-to-floating

instruments as fair value hedges. The Group applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference

interest rates, tenors, repricing dates and maturities and the notional amounts.

The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in the fair

value of the hedged item using the hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

–the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swaps which is not reflected in the change

in the fair value of the hedged item; and

–differences in repricing dates between the interest rate swaps and the borrowings.

Fletcher Building Limited Annual Report 201983

2019
NZ$M

Hedge type

Nominal

amount of

the hedging

instrument

NZ$M

Carrying

amount -

derivative

assets/

(liabilities)

NZ$M

Change in

value used for

calculating

hedge

ineffectiveness

NZ$M

Hedging

(gain) or loss

recognised

in other

comprehensive

income

NZ$M

Hedging

(gain) or loss

recognised

in income

statement

NZ$M

Cash flow hedging

Interest rate swaps - NZD borrowings

150 (2) (1) 1

Maturity: 5-33 months

Weighted average interest rate: 2.48%

Interest rate swaps - AUD borrowings

206 (6) (6) 6

Maturity: 32-56 months

Weighted average interest rate: 1.87%

356 (8) (7) 7

2018

NZ$M

Hedge type

Nominal

amount of

the hedging

instrument

NZ$M

Carrying

amount -

derivative

assets/

(liabilities)

NZ$M

Change in

value used for

calculating

hedge

ineffectiveness

NZ$M

Hedging

(gain) or loss

recognised

in other

comprehensive

income

NZ$M

Hedging

(gain) or loss

recognised

in income

statement

NZ$M

Cash flow hedging

Interest rate swaps - NZD borrowings

150 (1) (1) 1

Maturity: 17-45 months

Weighted average interest rate: 5.98%

Interest rate swaps - AUD borrowings

141 (2) 3 2

Maturity: 10-12 months

Weighted average interest rate: 4.13%

Fair value hedging

Interest rate swaps - USD borrowings

1184 (5)5

Maturity: 15 months

Weighted average interest rate: Floating

409 1 (3) 3 5

There was no hedge ineffectiveness recognised in profit or loss during the year.

(c) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

To the extent the Group has a receivable from another party, there is a credit risk in the event of non-performance by that counterparty and

arises principally from receivables from customers, derivative financial instruments and the investment of cash.

(i) Trade receivables

The Group has a credit policy in place under which customers are individually analysed for credit worthiness and assigned a purchase limit. If

no external ratings are available, the Group reviews the customer's financial statements, trade references, bankers' references and/or credit

agencies' reports to assess credit worthiness. These limits are reviewed on a regular basis. Owing to the Group’s industry and geographical

spread at balance date, there were no significant concentrations of credit risks in respect of trade receivables. Refer to note 7 for debtor

balances and ageing analysis.

Most goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. Credit risks

may be further mitigated by registering an interest in the goods sold and the proceeds arising from that supply. The Group does not otherwise

require collateral in respect of trade receivables.

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201984

In assessing credit losses for trade receivables, the Group applies the simplified approach and records lifetime expected credit losses (“ECLs”)
on trade receivables. Lifetime ECLs result from all possible default events over the expected life of a trade receivable. The Group considers the

probability of default upon initial recognition of the trade receivable, based on reasonable and available information on the customers.

In assessing ECLs on trade receivables the Group considers both quantitative and qualitative inputs. Quantitative data includes past collection

rates, industry statistics, ageing of receivables, and trading outlook. Qualitative inputs include past trading history with the Group.

(ii) Derivative financial instruments and the investment of cash

The Group enters into derivative financial instruments and invests cash with various counterparties in accordance with established Board

approved credit limits as to credit rating and dollar value but does not require collateral or other security except in limited circumstances.

In accordance with the established counterparty limits, there are no significant concentrations of credit risk in respect of these financial

instruments and no loss is expected.

The Group has not renegotiated the terms of any financial assets that would otherwise be overdue or impaired. The carrying amount of non-

derivative financial assets represents the maximum credit exposure. The carrying amount of derivative financial assets are at their current fair value.

(d) Fair Values

The estimated fair value measurements for financial assets and liabilities compared to their carrying values in the balance sheet, are as follows:

20192018

Classification

Carrying

Value

NZ$M

Fair

Value

NZ$M

Carrying

Value

NZ$M

Fair

Value

NZ$M

Financial assets

Cash and liquid depositsAmortised cost

1,372 1,372

665 665

DebtorsAmortised cost

1,085 1,085

1,453 1,453

Forward exchange contracts - fair value through profit or lossFair value

1 1

3 3

Forward exchange contracts - cash flow hedgeFair value - hedging instruments

1 1

3 3

Forward exchange contracts - net investment hedgeFair value - hedging instruments

2 2

Cross currency interest rate swaps - split designationFair value - hedging instruments

108 108

82 82

Interest rate swaps - fair value hedgeFair value - hedging instruments 4 4

Interest rate swaps - fair value through profit or lossFair value

1 1

Total financial assets 2,570 2,570

2,210 2,210

Financial liabilities

Creditors and accrualsAmortised cost

799 799

1,114 1,114

Bank loansAmortised cost

258 258

97 97

Private placementsAmortised cost

886 956

1,181 1,238

Other loansAmortised cost

68 68

94 94

Capital notesAmortised cost

485 497

566 584

Forward exchange contracts - fair value through profit or lossFair value

3 3

4 4

Forward exchange contracts - cash flow hedgeFair value - hedging instruments

1 1

Cross currency interest rate swaps - split designationFair value - hedging instruments18 18

Interest rate swaps - cash flow hedgeFair value - hedging instruments

8 8

4 4

Total financial liabilities2,508 2,590

3,078 3,153

Total financial instruments62 (20)

(868)(943)

Fletcher Building Limited Annual Report 201985

Fair value measurement
All of the Group's derivatives are in designated hedge relationships and are measured and recognised at fair value.

All derivatives are level 2 valuations based on accepted valuation methodologies. Forward exchange fair value is calculated using quoted

forward exchange rates and discounted using yield curves derived from quoted interest rates matching maturity of the contract. The fair value

of electricity price swaps is measured using a derived forward curve and discounted using yield curves derived from quoted interest rates

matching the maturity of the contract.

Interest rate derivatives are calculated by discounting the future principal and interest cash flows at current market interest rates that are

available for similar financial instruments.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other than

quoted prices included within level 1.

Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value disclosures

The fair values of borrowings used for disclosure are measured under level 2, by discounting future principal and interest cash flows at the

current market interest rate plus an estimated credit margin that is available for similar financial instruments with a similar credit profile to

the Group.

The interest rates across all currencies used to discount future principal and interest cash flows are between 1.1% and 5.3% (June 2018: 1.7%

and 7%) including margins, for both accounting and disclosure purposes.

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201986

Group Structure and Related Parties
This section details the Group's capital, non-controlling interest of subsidiaries, investments in associates and joint ventures and information

relating to transactions with other Group entities.

17. DIVIDENDS AND SHAREHOLDER TAX CREDITS

Dividends

2019

NZ$M

2018

NZ$M

There was no final dividend paid to shareholders in October 2018 (October 2017: 19 cents per share)132

Dividend of 8 cents per share paid to shareholders in April 2019 (April 2018: nil)

68

68

132

In line with the Company's dividend policy, the Board determined that it would declare a final dividend of 15.0 cents per share for the 2019

financial year.

Shareholder tax credits

Imputation and franking credits allow the Company to transfer the benefit from the tax it has paid in New Zealand and Australia respectively

to its shareholders when it pays dividends.

2019

NZ$M

2018

NZ$M

Imputation credit account

Imputation credits at the beginning of the year 4

Taxation paid

3

33

Imputation credits attached to dividends paid (37)

3


2019

A$M

2018

A$M

Franking credit account

Franking credits at the beginning of the year

32

27

Taxation paid

(1)

Franking credits received

1

5

32

32

18. CAPITAL

Ordinary shares are classified as shareholders’ funds. Costs directly attributable to the issue of new shares or options are shown in

shareholders’ funds as a reduction from the proceeds. Acquired shares are classified as treasury stock and presented as a deduction from

share capital under the treasury stock method, as if the shares are cancelled, until they are reissued or otherwise disposed of.

2019

NZ$M

2018

NZ$M

Reported capital at the beginning of the year including treasury stock

3,447

2,711

Issue of shares736

Reported capital at the end of the year including treasury stock

3,447

3,447

Treasury stock

(20)

(22)

3,427

3,425

All ordinary shares are issued and fully paid and carry equal rights in respect of voting, dividend payments and distribution upon winding up.

Fletcher Building Limited Annual Report 201987

20192018
Number of ordinary shares:

Number of shares on issue at the beginning of the year

853,347,141

695,921,174

Shares issued under the accelerated entitlement offer during the year156,306,701

Shares issued under the dividend reinvestment plan1,119,266

Total number of shares on issue

853,347,141

853,347,141

Less shares accounted for as treasury stock

(2,574,158)

(2,820,341)

850,772,983

850,526,800

The Group completed an entitlement offer to shareholders of new shares in May 2018 resulting in the issue of approximately 156 million

ordinary shares. The offer raised $750 million of additional equity which was offset by $23 million of transaction fees.

19. NON-CONTROLLING INTERESTS

Non-controlling interests are allocated their share of profit for the year in the income statement and are presented separately within equity in

the balance sheet. 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.

2019

NZ$M

2018

NZ$M

Share capital

22

13

Reserves

10

11

32

24

20. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

Investments in associates are measured using the equity method. The equity method has been used for associate entities over which the Group

has significant influence but not control.

A joint arrangement is an arrangement where two or more parties have joint control. The Group classifies its joint arrangements as either joint

operations or joint ventures depending on the legal, contractual and other rights and obligations.

2019

NZ$M

2018

NZ$M

Investment by associate/joint venture:

Wespine Industries Pty Limited

49

48

Hexion Australia Pty Ltd

21

20

Altus NZ Limited

63

62

Other

19

19

152

149

Equity accounted earnings comprise:

Sales - 100%

375

509

Earnings before taxation - 100%

38

82

Earnings before taxation - Fletcher Building share

19

33

Taxation expense

(5)

(7)

Earnings after taxation - Fletcher Building share14

26

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201988

21. RELATED PARTY DISCLOSURES
The disclosures below sets out transactions and outstanding balances that Group companies and other related parties have with each other.

Transactions with related parties are conducted on normal business terms.

Key management personnel are defined as the Executive Committee and Board of Directors.

Trading activities with related parties

Purchases from

related parties

NZ$M

Amounts owing

to related parties

(within creditors)

NZ$M

2019

Wespine Industries Pty Limited and Hexion Australia Pty Ltd

395

Altus NZ Limited

5

2018

Wespine Industries Pty Limited and Hexion Australia Pty Ltd7814

Altus NZ Limited6

Dongwha Pattina NZ Limited6

2019

NZ$M

2018

NZ$M

Key management personnel compensation

Directors' fees

2

2

Executive committee remuneration paid, payable or provided for:

Short-term employee benefits

19

15

Termination benefits

2

3

Fletcher Building Retirement Plan

As at 30 June 2019, Fletcher Building Nominees Limited (the New Zealand retirement plan) held $2.1 million of shares and $5.0 million of

capital notes in Fletcher Building (June 2018: $2.8 million of shares; $7.5 million of capital notes).

Fletcher Building Limited Annual Report 201989

Other information
This section provides additional required disclosures that are not covered in the previous sections.

22. CAPITAL EXPENDITURE COMMITMENTS

Capital expenditure commitments are those where future expenditure has either been committed or has received Board approval at year-end,

but not provided for in the financial statements.

2019

NZ$M

2018

NZ$M

Committed at year end

52

68

Approved by the directors but uncommitted at year end

62

47

11 4

115

23. LEASE COMMITMENTS

Leases under which a significant proportion of the risks and rewards of ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases (net of any incentives received) are recognised as an expense in the Income Statement on a

straight-line basis over the term of the lease. Expenditure arising from operating leasing commitments is written off to earnings in the period

in which it is incurred.

Expected future minimum lease payments on non-cancellable leases:

2019

NZ$M

2018

NZ$M

Within one year

226

200

Within two years

211

175

Within three years

191

149

Within four years

177

119

Within five years

162

98

After five years

1,326

316

2,293

1,057

Operating lease commitments relate mainly to occupancy leases of buildings and motor vehicles.

As part of the Group’s NZ IFRS 16 implementation project a number of policy decisions have been finalised, including the treatment of

optional renewal periods when determining lease term. From the NZ IFRS 16 adoption date for the Group of 1 July 2019, optional renewal

periods have been included in the lease term where it is reasonably certain the option to renew will be exercised. The lease commitments

disclosure as at 30 June 2019 has been prepared on a consistent basis with the finalised accounting policy. The comparative balances remain

as reported previously.

24. CONTINGENT LIABILITIES

Contingent liabilities are subject to uncertainty or cannot be reliably measured and are not provided for, including legal disputes and

litigation arising in the normal course of business. Disclosures as to the nature of any contingent liabilities are set out below. Judgements

and estimates are applied to determine the probability that an outflow of resources will be required to settle an obligation. These are made

based on a review of the facts and circumstances surrounding the event and advice from both internal and external parties.

Provision has been made in the ordinary course of business for all known and probable future claims. Contingent liabilities arise in respect of

the following categories:

2019

NZ$M

2018

NZ$M

Contingent liabilities with respect to guarantees extended on trading transactions,

performance bonds and other transactions

333

402


Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201990

25. TAXATION
Taxation expense

The provision for current tax is the estimated amount due for payment during the next 12 months by the Group. The provision for deferred

tax has been calculated using the balance sheet liability method.

Deferred tax is recognised on tax losses, tax credits and on the temporary difference between the carrying amount of assets and liabilities

and their taxable value where recovery is considered probable. Deferred tax is not recognised on the following temporary differences:

–The initial recognition of goodwill

–The initial recognition of asset and liabilities in a transaction that is not a business combination and, at the time of the transaction, affects

neither the accounting profit nor taxable profit or loss

There are no significant deferred tax liabilities in respect of the undistributed profits of subsidiaries and associates.

Judgements are required about the application of income tax legislation. These judgements and assumptions are subject to risk and

uncertainty as there is a possibility of future changes in the interpretation and/or application of tax legislation. This may impact the amount

of current and deferred tax assets and liabilities recognised in the balance sheet and the amount of other tax losses and temporary

differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised tax assets and liabilities may require

adjustment, resulting in a corresponding credit or charge to the income statement.

Below is the reconciliation of earnings before taxation to taxation expense:

2019

NZ$M

2018

NZ$M

Earnings/(loss) before taxation

280

(275)

Taxation at 28 cents per dollar

78

(77)

Adjusted for:

Difference in tax rates

(8)

3

Non-assessable income

(5)

(27)

Non-deductible expenses

38

22

Tax losses for which no deferred tax asset was recognised

9

5

Utilisation of previous unrecognised tax losses

(2)

(4)

Tax in respect of prior years

3

2

Effects of changes in US tax legislation(5)

Other permanent differences

(11)

(15)

102

(96)

Tax expense/(benefit) on earnings from continuing operations

80

(105)

Tax expense on earnings from discontinued operations

22

9

102

(96)

Tax on earnings before significant items

133

(58)

Tax benefit on significant items

(31)

(38)

102

(96)

Total current taxation expense/(benefit)

117

(87)

Total deferred taxation benefit

(15)

(9)

102

(96)

Current tax assets/(liabilities)

Included within the balance sheet as follows:

Current tax assets

66

72

Current tax liabilities

(5)

(26)

61

46

Fletcher Building Limited Annual Report 201991

2019
NZ$M

2018

NZ$M

Movement during the year:

Opening provision for current tax assets/(liabilities)

46

(15)

Taxation expense

(117)

87

Transfer from/(to) deferred taxation

71

(120)

Non-controlling interest share of taxation expense

4

4

Tax recognised directly in reserves

10

5

Sale of business

19

Net tax payments

28

85

61

46

2019

NZ$M

2018

NZ$M

Provision for deferred tax assets/(liabilities)

Included within the balance sheet as follows:

Deferred tax assets

121

161

Deferred tax liabilities

(2)

(37)

119

124

Movement during the year:

Opening provision for deferred tax assets

124

5

Taxation expense

15

9

Transfer (from)/to current tax

(71)

120

Sale of business

41

Tax recognised directly in reserves

10

(10)

119

124

Composed of:

Provisions

169

232

Inventories

21

21

Debtors

4

5

Property, plant and equipment

(44)

(74)

Brands

(77)

(120)

Tax losses

63

62

Pensions

(5)

(2)

Other

(12)

119

124

The Group has recognised certain tax losses available in New Zealand and Australia on the basis that the respective companies will have future

assessable income. The tax losses have been recognised on the basis of the forecast earnings set out in the companies' strategic plans. The

Group reviews future loss utilisations at each reporting period.

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201992

26. RETIREMENT PLANS
Fletcher Building Limited is the principal sponsoring company of a plan that provides retirement and other benefits to employees of the Group

in New Zealand. Participation in this plan has been closed for a number of years, although defined contribution savings plans have been made

available. Various defined benefit and defined contribution plans exist in Australia following the acquisition of the Crane, Amatek, Tasman

Building Products, and Laminex businesses which Group business units contribute to on behalf of their employees. Where the plans have a

deficit in their funded status, the companies are making additional contributions, as recommended by the trustees of the plans, to improve the

funded status.

The Formica group of companies also maintained various defined benefit plans and medical plans in other countries. The defined benefit plan in

USA was closed during FY18 and the Group sold the Formica business during FY19 with no ongoing obligations in relation to the remaining plans.

The Group’s plan assets and liabilities in respect of individual retirement plans are calculated separately for each plan by an independent actuary,

as being the fair value of the plan’s assets less the present value of the future obligations to the members. The value of the asset recognised

cannot exceed the present value of any future refunds from the plans or reductions in future contributions to the plans, unless a constructive

right to a refund of the surplus exists, in which case the amount to be refunded is recognised as an asset. In the Group’s balance sheet, plans

that are in a surplus position are not offset with plans that are in a liability position.

Obligations for contributions to defined contribution plans are recognised in earnings as incurred. The actuarial cost of providing benefits under

defined benefit plans is expensed as it accrues over the service life of the employees, after taking account of the income expected to be earned

by the assets owned by the plans.

All retirement plan related actuarial gains or losses are recognised in other comprehensive income in the pension reserve in the year in which

they arise.

Principal assumptions made in the actuarial calculation of the defined benefit obligation relate to the discount rate, rate of salary inflation and

life expectancy.

The calculation of the defined benefit obligations are based on years of service and the employees' compensation during their years of

employment. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned

in the future. These obligations are accounted for in accordance with NZ IAS 19 Employee Benefits, which has the effect of recognising the

volatility in the returns earned by the plans in the pension reserve.

The following table provides the weighted average assumptions used to develop the net periodic pension cost and the actuarial present

value of projected benefit obligations for the Group's plans:

2019

%

2018

%

Assumed discount rate on benefit obligations

2.14

2.53

Annual rate of increase in future compensation levels

2.61

2.69

Expected returns on plan assets have been determined by the independent actuaries as the weighted average of the expected return after tax

and investment fees for each asset class by the target allocation of assets to each class.

During the year the Group contributed less than $1 million (2018: less than $1 million) in respect of its Australian defined benefit plans and $3

million (2018: $10 million) in respect of its Formica defined benefit and medical plans. It contributed $59 million (2018: $71 million) in respect of

its defined contribution plans worldwide, including Kiwisaver and Australia superannuation.

Fletcher Building Limited has an obligation to ensure that the funding ratio of the New Zealand plan's assets is at least 115% of the plan's

actuarial liability. This is based upon any two consecutive annual actuarial valuations as calculated by the plan's actuary. This calculation is done

on the plan's funding basis, which is completed in accordance with NZ IAS 26 Retirement Benefit Plans. At 31 March 2019, the value of the plan

assets was 159% of the actuarial liability and the funded surplus was $103 million (31 March 2018: 155%, $101 million).

The Group expects to contribute less than $1 million to its Australia defined benefit plans during the year to 30 June 2020. The Group is

currently not contributing to the New Zealand plan.

Fletcher Building Limited Annual Report 201993

2019
NZ$M

2018

NZ$M

Net periodic pension cost

Service cost

3

7

Net interest cost

(2)

(2)

Net periodic pension cost - recognised in earnings before interest and taxation1

5

Recognised net asset/(liability)

Assets of plans

400

756

Projected benefit obligation

(339)

(694)

Funded surplus/(obligation)

61

62

Asset ceiling effect


(12)

Recognised net asset61

50

Recognised net asset/(liability) by jurisdiction:

New Zealand plan

47

66

Australian plans

14

22

Retirement plan assets - recognised within non-current assets61

88

Other overseas plans(38)

Retirement plan liabilities - recognised within non-current liabilities

(38)

Recognised net asset61

50

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201994

2019
NZ$M

2018

NZ$M

Movement in recognised net asset

Recognised net asset at the beginning of the year

50

33

Currency translation

1

2

Actuarial movements for the year

(25)

10

Net periodic pension cost

(1)

(5)

Sale of business - liability

36

Employer contributions10

Recognised net asset6150

Assets of the plans

Assets of plans at the beginning of the year

756

827

Actual return on assets

15

45

Total contributions

1

13

Settlement of USA plan(117)

Benefit payments

(38)

(48)

Sale of business

(334)

Currency translation36

400

756

Assets of the plans consist of:

Australasian equities

45

59

International equities

109

310

Property

27

24

Bonds

134

262

Cash and short-term deposits

57

63

Other assets

28

38

400

756

Projected benefit obligation

Projected benefit obligation as at the beginning of the year

(694)

(793)

Service cost

(3)

(5)

Interest cost

(9)

(19)

Member contributions

(1)

(2)

Actuarial loss arising on changes in demographic assumptions

(1)

4

Actuarial loss arising on changes in financial assumptions

(24)

Actuarial gain arising on other assumptions - experience adjustments

(2)

(5)

Benefit payments

37

48

Sale of business

361

Settlement of USA plan117

Currency translation

(3)

(39)

(339)

(694)

Fletcher Building Limited Annual Report 201995

27. SHARE-BASED PAYMENTS
The Group has a long-term share-based performance incentive scheme targeted at selected employees (invited to participate at the discretion

of the Company) most able to influence the results of the Group.

The long-term share scheme allows scheme participants to acquire shares in the Company at market price, funded by an interest-free loan from

the Group. The scheme participants are entitled to vote on the shares and to receive cash dividends, the proceeds of which are used to reduce

the loan. The shares are held in trust for the scheme participants by the Trustee, Fletcher Building Share Schemes Limited.

For shares granted in and prior to 2016 vesting of half of any entitlement under the executive long-term share scheme is dependent upon the

Group achieving a total shareholder return (TSR) that is equal to the TSR of the comparator group of companies at the point that the cumulative

market capitalisation of that comparator group exceeds 50% of the total market capitalisation of the comparator group TSR index over a

three year restricted period. Vesting of the other half of any entitlement is dependent upon the Group achieving an earnings per share target.

However, for shares granted in and after 2017 all of the entitlement under the scheme is dependent upon the Group's TSR exceeding the 51st

percentile of the TSR of the comparator group over a three year restricted period. Additionally, in respect of the entitlement which is dependent

on the Group's TSR, the three year restrictive period is automatically extended for an additional year if the minimum vesting threshold is not

met. Scheme participants can elect to extend the restrictive period for an additional year if the Group's TSR means that the vesting level is

between the 51st and 75th percentile of the comparator group. No extension is permitted for the entitlement that is dependent upon achieving

an earnings per share target.

At the end of the restrictive period or any extension, the Group will pay a bonus to the executives to the extent that performance hurdles have

been met, the after-tax amount of which will be generally sufficient for the scheme participants to repay the balance of the loan in respect of

the shares which are to be transferred. Owing to the integrated nature of the scheme, for accounting purposes the Group accounts for the

incentive scheme as being equity-settled. If the performance hurdles are not met or are only partially met, the trustee will acquire the beneficial

interest in some or all of the relevant shares. The loan provided in respect of those shares which do not transfer to the scheme participants (the

forfeited shares) will be novated to the trustee and will be fully repaid by the transfer of the forfeited shares.

The Group will recognise an expense in earnings, with a corresponding increase in the share-based payments reserve, over the restrictive

period. If the performance hurdles based on TSR are not met and the shares do not transfer to the scheme participants, the amount in the

share-based payments reserve will remain in equity and will not be released to earnings. If the performance targets based on earnings per

share are not met and the shares do not transfer, the amount in the share-based payments reserve will be released to earnings.

The Group accounts for the share schemes under the treasury stock method. The receivable owing from the scheme participants, representing

the shares held in the Company, is deducted from the Group’s paid up capital. The shares are deducted from equity until the end of the

restrictive period, at which point they transfer to scheme participants or beneficial ownership of the shares transfers to the trustee.

The following are details with regard to the scheme:

2018

Award

2017

Award

2016

Award

2015

Award

Grant date1 July 20181 July 20171 July 20161 October 2015

Number of shares granted1,041,605 890,075

(1)

905,211 3,208,083

Market price per share at grant date$6.99$7.85$10.61$6.89

Total value at grant date$7,280,819$6,985,959$9,604,289$22,103,692

Vesting date30 June 202130 June 202030 June 201930 September 2018

Number of shares:

Number of shares originally granted1,041,605 890,075 905,2113,208,083

Less forfeited over life of scheme(80,069)(181,723)(497,159)(2,690,458)

Less vested over life of scheme(906)(20,501)

Number of shares held at 30 June 2019

961,536708,352407,146497,124

(1)

This is an average share price which includes 182,561 shares granted at $7.34 to Ross Taylor as Chief Executive Officer and the remainder issued to other participants at $7.98.

2019

NZ$M

2018

NZ$M

Total fair value expense in year for executive performance share scheme

2

8

Amount recognised at year end for related bonus payable

9

14

Fair value has been determined using Monte Carlo valuation methodology.

Notes to the Financial Statements 2019 (Continued)

Fletcher Building Limited Annual Report 201996

Employee share purchase scheme - FBuShare
The global employee share purchase scheme, FBuShare, allows eligible group employees to regularly save up to NZ$5,000 per annum of their

after-tax pay and purchase shares in the company (purchased shares) at market prices. At the end of rolling three year qualification periods,

and provided they remain employed by a Group company, employees will be awarded one free award share for every two purchased shares

acquired in the first year of each three year qualification period and still held at the end of those periods.

Dividends payable will be re-invested in additional shares. Employees will receive award shares on any additional shares, subject to the same

conditions set out above. The employees are responsible for any income tax liability payable on dividends and on the value of any award shares.

At the end of each three year qualification period, employees may continue to hold any purchased, additional and award shares or they may sell

some or all of the shares.

The Group accrues the liability to pay for award shares over the three year qualification periods.

28. IMPACT OF NZ IFRS 15 AND OTHER RECLASSIFICATIONS

This note outlines changes to the comparative information in the Income Statement due to a change in classification treatment and explains the

impact of the adoption of NZ IFRS 15 Revenue from Contracts with Customers on the Group's financial statements. It also discloses the new

accounting policies that have been applied from 1 July 2018, where they are different to those applied in prior periods.

NZ IFRS 15 - Revenue from Contracts with Customers

Revenue was previously recognised when it was probable that work performed will result in revenue whereas under the new standard, revenue

is recognised when it is highly probable that a significant reversal of revenue will not occur. The following are the accounting policies applicable

to the recognition of revenue for the Group from 1 July 2018.

Construction division

Construction contract revenue

The Group derives revenue from the construction of building and infrastructure projects across New Zealand and the South Pacific. Contracts

entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure. While it is uncommon, contracts

can be entered into for the building of several projects. Where this occurs, the Group will identify the single or multiple performance obligations

and allocate the total transaction price across each performance obligation based on stand-alone selling prices. The transaction price is normally

fixed at the start of the project.

The nature of construction projects leads to variations in the project size and scope. It is also normal practice for contracts to include bonus and

penalty elements based on timely construction or other performance criteria known as variable consideration, discussed below.

The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on the assets being

constructed they are controlled by the customer and have no alternative use to the Group, with the Group having a right to payment for

performance to date.

Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on the measured output

of each process based on appraisals that are agreed with the customer on a regular basis.

Maintenance contract revenue

Services revenue is primarily generated from maintenance services supplied to roading assets owned by local or central Government in

New Zealand and the South Pacific. This revenue also arises in respect of infrastructure assets previously constructed by the Group where

maintenance was included in the contract. The service contracts are typically determined to have one single performance obligation which are

significantly integrated and are fulfilled over time. There is no change to the revenue recognition methodology previously utilised.

Variable consideration

Revenue in relation to variations, such as a change in the scope of the contract, are only included in the transaction price when it is approved

by the parties to the contract, the variation is enforceable or in certain circumstances when approved by the Board of Directors and the amount

becomes highly probable.

Residential and Development division

Through the Residential division the Group derives income from the sale of completed houses, construction type projects for enabling or

utilities works for large developments, and the sale of development sites surplus to Group requirements. Revenue is recognised when control

passes to the customer for each type of transaction. House sales are commonly recognised at the time of settlement, when title passes to

the customer and payment is received. Enabling or utilities works are recognised over time using a percentage of completion method. Land

development sales are recognised in line with the requirements of the specific sale and purchase agreement.

Performance obligations vary between the types of transactions. The sale of a completed house from Group inventory to a customer is a

single performance obligation, as houses are not constructed under contract from a customer. For works contracts and development sales, the

division reviews the terms of the sale to determine whether the performance obligations are distinct and separately identifiable.

Fletcher Building Limited Annual Report 201997

Notes to the Financial Statements 2019 (Continued)
Other divisions

Sale of goods

The materials and distribution businesses within the Group recognise revenue when control of the goods has passed to the customer, the

associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods,

and there is a high probability that a significant reversal in the revenue recognised will not occur. Revenue is measured net of returns, trade

discounts and volume rebates. The timing of the transfer of control varies depending on the individual terms of the sales agreement, for most

sales when the product is delivered to the customer.

Impact on the financial statements

The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers from 1 July 2018 which resulted in changes in accounting

policies and adjustments to the amounts recognised in the financial statements. In accordance with the transition provisions in NZ IFRS 15,

the Group has adopted the new rules retrospectively using the modified approach and taken advantage of the applicable practical expendients

possible, primarily regarding contract modifications. Under this approach, the comparative periods presented in the Income Statement have not

been restated, rather the cumulative effect of applying this standard has been applied to the opening balance of retained earnings. The main

components of this cumulative effect are shown below.

Retained earnings

NZ$M

Retained earnings - as reported at 30 June 2018894

Write-off of pre-contract costs previously capitalised(1)

Restatement of variable consideration previously recognised(1)

Restatement of timing of residential sales(17)

Opening reserves - restated875

NZ IFRS 15 requires changes to the disclosure of certain Balance Sheet items. While restatement of these items is not required under the

modified approach for adoption, the Group has opted to restate the following Balance Sheet items for simplicity.

Balance Sheet

As at 30 June 2018

Reported

NZ$MNZ IFRS 15

Restated

NZ$M

Contract assets13 13

Construction contracts(626)626

Contract liabilities(142)(142)

Provisions (current)(89)(360)(449)

Provisions (non-current)(25)(137)(162)

Other Income Statement classifications

Selling, general and administration expenses

During the period the Group has elected to change the classification of warehousing and freight costs for finished goods inventory. These costs

are now disclosed in selling, general and administration expenses which provides a more useful perspective on the underlying nature of these

transactions. The comparative periods have also been restated below to improve comparability of these lines in the Income Statement.

Other gains and losses

The Group has historically reported smaller items of an exceptional nature in a separate line on the Income Statement, described as 'other

gains and losses'. This was in contrast to the presentation of expenses in the Income Statement by function and in addition to the disclosure of

'significant items' (refer to note 2). To provide clarity, the Group will continue to classify significant one-off events as significant items, with the

remainder recognised according to their function in the Income Statement. The comparative information has been restated below to improve

the comparability of the financial statements.

Fletcher Building Limited Annual Report 201998

For the year ended 30 June 2018
Reported

NZ$M

Selling and

Marketing

Other gains

and losses

Restated

NZ$M

Cost of goods sold(6,923)380(28)(6,571)

Gross margin(1,992)380(28)(1,640)

Selling, general and administration expenses(1,311)(380)(1,691)

Other gains and losses(28)28

29. SUBSEQUENT EVENTS

On 20 August 2019, the Directors declared a final dividend of 15.0 cents per share, payable on 19 September 2019, and approved the on-market

share buyback of up to NZ$300 million.

Fletcher Building Limited Annual Report 201999

Independent Auditor's Report
To the Shareholders of Fletcher Building Limited

OPINION

We have audited the consolidated financial statements of Fletcher Building Limited (“the Company”) and its subsidiaries (together

“the Group”), on pages 47 to 99, which comprise the balance sheet of the Group as at 30 June 2019, and the Income Statement,

Statement of Comprehensive Income, Statement of Movements in Equity and Statement of Cash Flows for the year then ended of

the Group, and notes to the financial statements including a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 47 to 99 present fairly, in all material respects, the financial position

of the Group as at 30 June 2019 and its financial performance and its cash flows for the year then ended in accordance with New

Zealand equivalents to International Financial Reporting Standards and International Financial Reporting Standards.

This report is made solely to the Company's shareholders, as a body. Our audit has been undertaken so that we might state to

the company's shareholders those matters 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.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand). 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 are independent of the Group in accordance with Professional and Ethical Standard 1 (revised) Code of Ethics for Assurance

Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Ernst & Young has provided tax advisory and other assurance services to the Group. Partners and employees of our firm may deal

with the Group on normal terms within the ordinary course of trading activities of the business of the Group. We have no other

relationship with, or interest in, the Group.

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, but we do not provide a separate opinion on these matters. For each matter below, our

description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the audit of the financial statements section of

the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to

respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying

financial statements.

s Report

To the Shareholder of

Fletc

A member firm of Ernst & Young Global Limited


Chartered Accountants


Independent Auditor's Report

To the Shareholder of Fletcher Building Industries Limited

Report on the Financial Statements

Opinion

We have audited the financial statements of Fletcher Building Industries Limited (“FBIL” or “the Company”), on pages 2 to 11,

which comprise the balance sheet as at 30 June 2019, and the income statement, statement of comprehensive income, statement of

movements in equity and statement of cash flows for the year then ended, and notes to the financial statements including a

summary of significant accounting policies.


In our opinion, the financial statements on pages 2 to 11 present fairly, in all material respects, the financial position of FBIL as at

30 June 2019 and its financial performance and its cash flows for the year then ended in accordance with New Zealand

equivalents to International Financial Reporting Standards and International Financial Reporting Standards.


This report is made solely to the Company's shareholder. Our audit has been undertaken so that we might state to the Company's

shareholder those matters 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 shareholder for

our audit work, for this report, or for the opinions we have formed.


Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). 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 are independent of the Company in accordance with Professional and Ethical Standard 1 (revised) Code of Ethics for

Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Other than in our capacity as auditor we have no relationship with, or interest in FBIL. Ernst & Young has provided tax advisory

and other assurance services to various companies within the Fletcher Building Limited Group (“the Group”). Partners and

employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business of

the Group.


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, but we do not provide a separate opinion on these matters. For the matter below, our description

of how our audit addressed the matter is provided in that context.


We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the audit of the financial statements section of

the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to

respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying

financial statements.













Accounting for investment in associate

Why significant How our audit addressed the key audit matter


The Company owns 20 per cent of the shares in Fletcher

Building Holdings New Zealand Limited (“FBHNZ”)

which currently holds all of the shares in Fletcher Building

In obtaining sufficient appropriate audit evidence, we:

► evaluated the basis of accounting and its appropriateness;

► recalculated the share of the equity accounted profits

including dividend receipts;

A member firm of Ernst & Young Global Limited


Chartered Accountants


Independent Auditor's Report

To the Shareholder of Fletcher Building Industries Limited

Report on the Financial Statements

Opinion

We have audited the financial statements of Fletcher Building Industries Limited (“FBIL” or “the Company”), on pages 2 to 11,

which comprise the balance sheet as at 30 June 2019, and the income statement, statement of comprehensive income, statement of

movements in equity and statement of cash flows for the year then ended, and notes to the financial statements including a

summary of significant accounting policies.


In our opinion, the financial statements on pages 2 to 11 present fairly, in all material respects, the financial position of FBIL as at

30 June 2019 and its financial performance and its cash flows for the year then ended in accordance with New Zealand

equivalents to International Financial Reporting Standards and International Financial Reporting Standards.


This report is made solely to the Company's shareholder. Our audit has been undertaken so that we might state to the Company's

shareholder those matters 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 shareholder for

our audit work, for this report, or for the opinions we have formed.


Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). 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 are independent of the Company in accordance with Professional and Ethical Standard 1 (revised) Code of Ethics for

Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Other than in our capacity as auditor we have no relationship with, or interest in FBIL. Ernst & Young has provided tax advisory

and other assurance services to various companies within the Fletcher Building Limited Group (“the Group”). Partners and

employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business of

the Group.


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, but we do not provide a separate opinion on these matters. For the matter below, our description

of how our audit addressed the matter is provided in that context.


We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the audit of the financial statements section of

the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to

respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying

financial statements.













Accounting for investment in associate

Why significant How our audit addressed the key audit matter


The Company owns 20 per cent of the shares in Fletcher

Building Holdings New Zealand Limited (“FBHNZ”)

which currently holds all of the shares in Fletcher Building

In obtaining sufficient appropriate audit evidence, we:

► evaluated the basis of accounting and its appropriateness;

► recalculated the share of the equity accounted profits

including dividend receipts;

Independent Auditor's Report

Fletcher Building Limited Annual Report 2019100

Construction revenue and associated provision for onerous contracts
Why significantHow our audit addressed the key audit matter

A substantial amount of the Group’s revenue relates

to revenue from construction contracts. Where

these contracts have a long-term duration, revenue

and margin are recognised based on the stage of

completion of individual contracts. This is calculated

based on the proportion of total costs incurred at the

reporting date compared to the Group’s estimation

of total costs of the contract. Where a contract is

identified as loss-making a provision is immediately

recorded for estimated future losses on the entire

contract. We focused on these types of contracts

due to the high level of estimation involved, in

particular relating to:

–forecasting total cost to complete, including

the estimation of cost contingencies for

contracting risks;

–revisions to total forecast costs for certain events

or conditions that occur during the performance

of the contract, or are expected to occur to

complete the contract; and

–the recognition of variable consideration, based

on an assessment by the Group as to whether it

is probable that the amount will be approved by

the customer and therefore recovered.

Disclosures regarding the Group’s construction

contracts are included in notes 2 (e), 10 and 11 of the

financial statements.

In obtaining sufficient appropriate audit evidence, we:

–evaluated the Group’s process regarding accounting for contract

revenues. We tested controls such as:

›the preparation, review and authorisation of monthly project reports,

which involves management assessing key contract KPIs; and

›the project reviews undertaken by the Group’s Project

Management Office and management governance committee;

–used a risk rating process to select a sample of contracts for testing

based on a number of quantitative and qualitative factors. These

factors included contracts with significant deterioration of margin and/

or completion dates, significant variations and claims, and factors

which might indicate a greater level of judgement was required by the

Group. For the contracts selected, where relevant, we:

›read the contract terms and conditions to evaluate whether the

individual characteristics of each contract were reflected in the

Group’s estimation of total costs of the contract;

›undertook site visits (to both contract sites and commercial

offices) to understand the nature of risk elements of the contracts;

›tested a sample of costs incurred to date through agreement to

supporting documentation;

›tested the estimated costs to complete by agreeing key forecast

cost assumptions to underlying evidence such as subcontractor

quotes, tender information, historical invoicing, employment

records or agreements with subcontractors;

›considered the Group’s ability to forecast margins on contracts by

analysing the accuracy of previous margin forecasts to

actual outcomes;

›tested variable consideration, both within contract revenue and

contract costs, to supporting documentation and by reference to

underlying contracts; and

›for the most significant contracts by size and complexity we used

our construction and real estate specialists to evaluate the overall

appropriateness of forecast project outturn. Our construction and

real estate specialists have significant international experience and

credentials to advise on such projects.

–evaluated the Group’s legal and external experts’ reports received

on contentious matters to identify conditions that may indicate the

inappropriate recognition of variable consideration or liquidated or other

damages. We considered the consistency of this to the inclusion or not

of amounts in the estimates used for revenue recognition;

–evaluated contract performance in the period since year end to the

date of this report to assess the Group’s year end judgements in

respect of revenue recognition and forecast costs to complete; and

–considered the adequacy of the associated disclosures in the

financial statements.

Fletcher Building Limited Annual Report 2019101

Independent Auditor's Report (Continued)
Goodwill and other intangible assets’ impairment assessments

Why significantHow our audit addressed the key audit matter

The Group holds goodwill and other intangible assets which

are carried at $1.1 billion at 30 June 2019.

The recoverable amount of goodwill and other intangible

assets is determined each reporting period by reference to

valuations prepared using discounted cash flow models

(‘DCF models’).

DCF models contain significant judgement and estimation

in respect of future cash flow forecast, discount rate and

terminal growth rate assumptions. Changes in certain

assumptions can lead to significant changes in the

assessment of the recoverable amount.

Disclosures regarding the Group’s key assumptions adopted

and the sensitivity to reasonably possible changes in key

assumptions which could result in impairment and/or create

additional impairments at certain cash generating units

(‘CGUs’) are included in note 2 (c) of the financial statements.

In obtaining sufficient appropriate audit evidence, we:

–understood the Group’s goodwill impairment assessment

process and identified controls;

–assessed the Group’s determination of CGUs based on our

understanding of the nature of the Group’s business units;

–obtained the Group’s DCF models and agreed forecasts to a

combination of the board approved FY20 budget, the FY21-

FY24 strategic plan or other management papers;

–assessed key inputs to the DCF models including future cash

flow forecasts (by reference to forecast earnings), discount

rates and terminal growth rates;

–considered the accuracy of previous Group forecasting to

inform our evaluation of forecasts included in the DCF models;

–involved our valuation specialists, for those CGUs with a higher

risk of impairment, to assess the Group’s discount rates.

Valuation specialists were also involved in assessing the DCF

models for valuation methodology, including the treatment of

assumptions for capital expenditure, working capital, terminal

value and the net present value calculation;

–performed sensitivity analysis on higher risk CGUs in relation to

the discount rate and forecast earnings to consider the potential

impact of changes in assumptions; and

–considered the adequacy of the associated disclosures in the

financial statements particularly focusing on the disclosure of

the CGUs where the impairment assessment is sensitive to

reasonably possible changes in assumptions.

Treasury – Derivative valuation and hedge accounting

Why significantHow our audit addressed the key audit matter

The Group manages its economic risks through the use of

derivative financial instruments (‘derivatives’) which primarily

consist of interest rate swaps, foreign exchange contracts

and cross currency interest rate swaps.

Fair value movements in the derivatives are driven by

movements in the financial markets. Changes in fair value due

to these movements can be significant.

Disclosures regarding the fair value of the Group’s derivative

assets and liabilities outstanding at balance date are included

in note 16 of the financial statements.

In obtaining sufficient appropriate audit evidence, we:

–understood the Group’s treasury processes and

identified controls;

–involved our treasury specialists to evaluate the accuracy with

which the Group revalues derivatives;

–confirmed the existence of derivatives directly with

counterparties at balance date;

–assessed fair value movements on derivatives during the year

to identify whether these movements were appropriately

recognised in the Income Statement or the Statement of

Comprehensive Income in accordance with NZ IFRS 9

Financial Instruments;

–assessed hedge effectiveness across a sample of the hedged

portfolio; and

–considered the adequacy of the associated disclosures in the

financial statements.

Fletcher Building Limited Annual Report 2019102

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT
The directors of the company are responsible for the Annual Report, which includes information other than the financial statements

and auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information, 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.

DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the financial statements in

accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting

Standards, 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 International Standards on Auditing

(New Zealand) 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 the auditor’s responsibilities for the audit of the financial statements is located at External Reporting

Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Simon O’Connor.

Chartered Accountants

Auckland

21 August 2019

Fletcher Building Limited Annual Report 2019103

Remuneration Report
DIRECTORS' REMUNERATION

The current total directors' remuneration pool approved by shareholders in 2011 is $2 million per annum. Directors receive remuneration

determined by the Board on the recommendation of the Nominations Committee. Remuneration must be within the aggregate amount per

annum approved by shareholders. There are no schemes for retirement benefits for non-executive directors. Information of directors’ holding of

securities is set out on page 118.

Directors' fees for FY20 were reviewed and approved by the Board in June 2019. From 1 July 2019 the directors fees (excluding committee

fees) increased by 2% (rounded to the nearest $100), to be paid out of the current shareholder approved annual remuneration limit of $2 million.

The remuneration scale for directors is outlined below:

Remuneration scale for the period

Position

25 October 2017

to 24 October 2018

25 October 2018 to

30 June 2019

1 July 2019 to

30 June 2020

Board of DirectorsChair

(1)

$352,000 $360,000 $367,200

Non-Executive Director $132,800 $140,000 $142,800

Audit and Risk CommitteeChair $36,800 $37,000 $37,000

Member $18,400 $19,000 $19,000

Remuneration CommitteeChair $28,000 $28,000 $28,000

Member $14,000 $14,000 $14,000

Nominations CommitteeChair---

Member $8,000 $8,000 $8,000

Safety, Health, Environment and

Sustainability Committee

Chair $28,000 $28,000 $28,000

Member $14,000 $14,000 $14,000

Non-vouchable expense reimbursement allowance $5,000 $5,000 $5,000

Overseas based directors travelling allowance $18,000 $18,000 $18,000

(1)

No additional fees are paid to the Board Chair for committee roles.

Where an ad hoc committee is convened, such as for due diligence, additional remuneration may be payable at $1,200 per half day. However,

no payments for ad hoc committees were made in FY19. Directors do not receive any further remuneration for also being directors of Fletcher

Building Industries Limited, the NZX listed issuer of the group's capital notes. Directors' fees exclude GST, where appropriate. In addition, Board

members are entitled to be reimbursed for costs directly associated with carrying out their duties, including travel costs.

Fletcher Building seeks to ensure that it remunerates directors and management fairly and responsibly.

Fletcher Building Limited Annual Report 2019104

DirectorsBoard Fees
Audit

and Risk

Committee

Nominations

Committee

(1)

Remuneration

Committee

Safety, Health,

Environment

and

Sustainability

Committee

Non-vouchable

expense

reimbursement

allowance

Overseas

based

directors

travelling

allowance

Total

Remuneration

Bruce Hassall

(Chair)

(2)

$320,950.54 $6,133.33 $1,333.33

(Chair)

$5,000.00 $333,417.20

Martin Brydon

(3) (4)

$115,602.15 $6,666.67 $11,666.67 $4,166.67 $15,000.00 $153,102.16

Antony Carter $137,735.48 $18,811.29 $8,000.00 $14,000.00 $5,000.00 $183,546.77

Barbara Chapman

(3) (5)

$115,602.15 $6,666.67 $20,222.22

(Chair)

$4,166.67 $146,657.71

Alan Jackson

(6)

$52,179.93 $3,111.11 $10,888.89 $5,444.44 $1,944.44 $73,568.81

Rob McDonald

(3) (7)

$115,602.15 $30,803.77

(Chair)

$6,666.67 $4,166.67 $157,239.26

Doug McKay

(3) (8)

$115,602.15 $15,744.62 $6,666.67 $23,333.33

(Chair)

$4,166.67 $165,513.44

Sir Ralph Norris

(9)

$58,666.67 $833.33 $59,500.00

Cathy Quinn

(3) (10)

$115,602.15 $15,744.62 $6,666.67 $11,666.67 $4,166.67 $153,846.78

Cecilia Tarrant

(11)

$22,133.33 $3,066.67 $1,333.33 $4,666.67 $833.33 $32,033.33

Steve Vamos

(12)

$137,735.48 $3,066.67 $8,000.00 $14,000.00 $5,000.00 $13,500.00 $181,302.15

Total$1,307,412.18 $93,370.97 $55,111.12 $59,111.11 $56,777.78 $39,444.45 $28,500.00 $1,639,727.61

(1)

All non-executive directors are members of the Nominations Committee.

(2)

Bruce Hassall succeeded Sir Ralph Norris as Board Chair effective 1 September 2018 and at the same time ceased to be Chair of the Audit and Risk Committee. No additional fees were

paid to him subsequently as Chair for committee roles.

(3)

Martin Brydon, Barbara Chapman, Rob McDonald, Doug McKay and Cathy Quinn were appointed to the Board on 1 September 2018.

(4)

Appointed member of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018.

(5)

Appointed member of the Remuneration Committee effective 1 September 2018 and succeeded as Chair of the Remuneration Committee effective 21 November 2018.

(6)

Retired from the Board on 20 November 2018 following conclusion of the annual shareholders' meeting.

(7)

Appointed Chair of the Audit and Risk Committee effective 1 September 2018.

(8)

Appointed member of the Audit and Risk Committee and Chair of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018.

(9)

Ceased to be director effective 1 September 2018.

(10)

Appointed member of the Audit and Risk Committee and the Safety, Health, Environment and Sustainability Committee effective 1 September 2018.

(11)

Ceased to be director effective 1 September 2018.

(12)

Ceased to be member of the Audit and Risk Committee effective 1 September 2018.

Details of the total remuneration received by each Fletcher Building director for FY19 are as follows:

EXECUTIVE AND SENIOR MANAGEMENT REMUNERATION

The Company’s remuneration strategy aims to attract, retain and motivate high calibre people at all levels of the organisation, to support our

vision of being the undisputed leader in New Zealand and Australian building solutions – with products and distribution at our core.

Total remuneration is comprised of three elements - fixed remuneration, a short-term variable incentive, and a long-term share scheme. Our

remuneration strategy and frameworks are supported by a Remuneration Committee that oversees remuneration policies, and the performance,

remuneration, development and succession planning of executives and senior management. The Company’s remuneration committee is kept

appraised of relevant market information and best practice, obtaining advice from external advisors when necessary.

Remuneration levels are reviewed and benchmarked annually for market competitiveness, and alignment with strategic and performance

priorities. PwC was engaged to provide remuneration benchmark data for the chief executive officer and other executive committee roles during

the year. A peer group comprised of New Zealand and Australian companies generally comparable in size, complexity and industry is used to

benchmark executives.

Fixed remuneration

Fletcher Building’s policy is to set fixed remuneration based on capability, performance and industry benchmarks in the country in which

the employee is located. Participation in retirement savings plans is made available to employees as required by remuneration practices in

relevant jurisdictions.

Short-term variable incentive (STI)

STI’s are designed to incentivise earnings, operating cash and those measures that drive sustainable business performance by rewarding

employees' performance against both financial and individual goals. Participation in the STI plan is by annual invitation at the discretion of

the Company. Target levels of STI opportunity range from 25% to 100% of base salary depending on the role. For the chief executive officer the

target STI opportunity is set at 100% of base salary.

Fletcher Building Limited Annual Report 2019105

Remuneration Report (Continued)
Financial targets

For the chief executive officer, corporate executives and senior management, the financial target is based on the Group EBIT and operating

cash. For operating executives and senior management, the financial target is based on their own division/business unit EBIT, and operating

cash or working capital depending on the business’ priorities. To ensure alignment across the Group, executive division operating roles also have

a multiplier based on Group EBIT, and senior management business unit operating roles have a multiplier based on their division EBIT.

Financial targets are set at three levels: a threshold level, which must be met before any STI is paid, a target level, and a maximum level that

reflects stretch performance. For FY19, the financial threshold level was set at 90% of target. The maximum financial level is generally set at

110% or 120% of target. The chief executive officer, chief financial officer, operating chief executives and senior management have 70% of their

STI opportunity based on financial measures. Functional chief executives and senior management have 50% of their STI opportunity based on

financial measures recognising the reduced line of sight to financial performance.

Individual goals

Individual goals for the executives and senior management are aligned to the different priorities and development phases in which their

businesses are operating. This may include people engagement, customer net promotor score, and other strategic measures. The executives'

objectives were reviewed by the Board, and in the case of the chief executive officer were approved directly by the Chair.

The maximum opportunity on the individual goals is 100% of target. There is no opportunity for stretch performance on the individual goals. If

the threshold financial (EBIT) target is not met, no individual component of the STI is payable.

Safety performance

A multiplier is applied to the overall STI outcome based on achievement against safety measures. These measures are safety site walks and / or

TRIFR targets. In the event of a fatality or serious injury, the Board has the discretion to adjust any or all of the STI payment, and the Board has

exercised this discretion in relation to the fatalities which occurred in FY19.

Clawback

The Board also has the discretion to require repayment of an employee’s STI for a period of up to three years where the Company’s financial

statements were incorrectly reported, there is misconduct that causes a financial trading loss that has not been taken into account in the STI

calculations or an error or misstatement has resulted in a material overpayment.

Long-Term Share Scheme

Long-term performance incentives are designed to align employee remuneration with financial outcomes for shareholders over the longer term.

The Company has an executive long-term share scheme (ELSS), which is offered to certain senior employees, including the Executives and

Senior Management. The scheme is a share-based scheme except in circumstances where, due to regulatory requirements, employees cannot

participate fully or at all by way of shares. In such circumstances, the employee receives an equivalent economic entitlement which is paid

partially or fully by way of a cash bonus entitlement. Participation in any year is by annual invitation at the discretion of the Company.

Under the ELSS, participants purchase shares in the Company at the offer price with an interest-free loan. The offer price is established at

market value at the commencement of the three year restrictive period. The shares are held by a trustee on behalf of participants until the

end of that three year restrictive period. The performance criteria includes a relative total shareholder return (TSR) measure, and the restrictive

period is extended by up to twelve months if the TSR criteria is not met at the end of the initial three year restrictive period.

Provided certain share performance criteria are met and participants remain employed with the Company throughout the restrictive period, a

cash bonus is paid to meet the repayment of the interest-free loan and legal title in the shares is then transferred to the participants. To the

extent that the share performance criteria are not met or the participant ceases to be employed by the Company, the shares are forfeited

and the proceeds used to repay the interest-free loan. Exceptions to this are considered in the case of redundancy, retirement or being an

executive with five or more years of service.

Performance criteria

The sole performance criteria for the 2018 ELSS grant is relative TSR. TSR performance is determined by benchmarking, by way of percentile

ranking, the TSR performance of the Group against the TSR performance for the same period of a comparator group. The comparator group

used for the 2018 offer comprises Adelaide Brighton, BlueScope, Boral, Brickworks, CSR, Dulux Group, GWA Group, James Hardie, Metro

Performance Glass, Reece and Steel & Tube.

The TSR performance and resulting vesting entitlements are set out below:

TSR percentilePercentage vesting entitlement

Below 51stNil

At 51st50%

Above 51st to below 75th51% – 99% linear pro-rata

At 75th or above10 0%

The Board has the discretion to determine the extent to which any shares held in the ELSS should be transferred in any takeover, merger or

corporate reconstruction.

Fletcher Building Limited Annual Report 2019106

Vesting and forfeiture history
Prior to 2017, the ELSS performance criteria consisted of both relative TSR and an earnings per share (EPS) target. The vesting and forfeiture of

shares (due to failure to meet performance criteria) over the last five years is set out in the following table:

Date of grantShares granted% vested% forfeitedEPS Target

July 20181,041,605N/A

July 2017890,075N/A

July 2016905,22150%

(1)

70.1 – 76.3

October 20153,208,08350%

(2)

67.1 – 73.1

October 2014815,1640%10 0%61.0 – 66.4

(1)

The 2016 EPS tranche was forfeited in July 2019 and the TSR tranche has been extended to 30 June 2020.

(2)

The 2015 EPS tranche was forfeited in October 2018 and the TSR tranche was extended to 30 September 2019.

Minimum shareholding requirement

Over time, executives and senior managers must acquire and maintain a holding in the Company’s ordinary shares until such time as the

greater of the sum invested or the market value of their shareholding exceeds 50% of their base remuneration. The Company believes this

shareholding requirement strengthens the alignment of executives and senior management with the interests of shareholders and puts their

own remuneration at risk to long-term Company performance.

In addition, for the chief executive officer and his direct reports, if at the time of appointment to an executive role, the greater of the market

value or cost of the individual’s shareholding is less than the value of 10% of their base remuneration, the executive is required to apply no less

than 25% of the after-tax value of any STI payment to acquire shares in the Company on or before 31 March of the following financial year. This

requirement applies for the first two years of employment as an executive.

FBuShare

FBuShare is a broad-based employee share plan that aims to promote employee engagement and retention. Employees acquire shares in the

Company and, if they continue to be employed after a three year qualification period, they become entitled to receive one award share for

every two shares purchased in the first year of the qualification period and still owned at the end of that period. FBuShare does not require

any performance criteria to be met. FBuShare has a maximum contribution rate of NZ$5,000 per annum (or the equivalent currency in other

countries). Directors are not eligible to participate in FBuShare.

CHIEF EXECUTIVE OFFICER’S REMUNERATION


Ross Taylor’s annual base salary as at 30 June 2019 was $2,050,000. The remuneration he received for FY19 comprised:

Base remuneration$2,050,248

Other benefits*$106,503

* Includes Kiwisaver and medical insurance premium.

The following short-term variable incentive was accrued in the current year:

Short term variable incentive (STI) FY19

– accrued and payable in September 2019

$1,095,819

The following long-term variable incentive was granted during the year:

Shares granted

Executive long-term share scheme (ELSS) 2018196,495

(1)

$2,050,000

Refer above under ‘Executive and Senior Management Remuneration’ for details of the STI and ELSS.

In addition to the long-term incentive, a special retention arrangement in the form of a one-off share-based arrangement to the value of

$1,000,000 has been put in place for the chief executive officer. The Board recognises the transition the Company is going through and the

important part the chief executive officer plays in the successful delivery of the strategy he set in 2018. This share arrangement will vest

30 June 2022 subject to him remaining employed with the Company.

(1)

Based on a share price of NZ$6.99, being the volume weighted average price for the five business days prior to 1 July 2018.

Fletcher Building Limited Annual Report 2019107

Remuneration Report (Continued)
EMPLOYEE REMUNERATION

Section 211(1)(g) of the Companies Act 1993 requires disclosure of the number of employees or former employees of the Company whose

remuneration and any other benefits received by them during the year in their capacity as employees, was equal to or exceeded $100,000 per

annum and to state the number of such employees or former employees in brackets of $10,000. These amounts are included below and include

all applicable employees or former employees of Fletcher Building worldwide. The remuneration amounts include all monetary amounts and

benefits actually paid during the year, including redundancies and the face value of long-term incentives vested.

From NZ$ to NZ$

International

business

activities

New Zealand

business

activitiesTotal

460,000 - 470,000303

470,000 - 480,000112

480,000 - 490,000224

490,000 - 500,000235

500,000 - 510,000033

510,000 - 520,000246

520,000 - 530,000336

530,000 - 540,000123

540,000 - 550,000011

550,000 - 560,000022

560,000 - 570,000101

570,000 - 580,000213

580,000 - 590,000123

590,000 - 600,000112

620,000 - 630,000011

640,000 - 650,000101

660,000 - 670,000112

670,000 - 680,000011

680,000 - 690,000011

690,000 - 700,000011

730,000 - 740,000101

740,000 - 750,000101

790,000 - 800,000011

830,000 - 840,000011

870,000 - 880,000011

890,000 - 900,000101

1,000,000 - 1,010,000101

1,020,000 - 1,030,000101

1,100,000 - 1,110,000011

1,280,000 - 1,290,000011

1,290,000 - 1,300,000011

1,310,000 - 1,320,000011

1,340,000 - 1,350,000011

1,970,000 - 1,980,000101

3,620,000 - 3,630,000011

5,070,000 - 5,080,000101

2,310 2,263 4,573

From NZ$ to NZ$

International

business

activities

New Zealand

business

activitiesTotal

100,000 - 110,0004995011,000

110,000 - 120,000398368766

120,000 - 130,000283294577

130,000 - 140,000193200393

140,000 - 150,000170152322

150,000 - 160,000120128248

160,000 - 170,00010191192

170,000 - 180,0008077157

180,000 - 190,0007364137

190,000 - 200,0006450114

200,000 - 210,000435295

210,000 - 220,000483482

220,000 - 230,000274168

230,000 - 240,000292150

240,000 - 250,000122638

250,000 - 260,000142135

260,000 - 270,000222143

270,000 - 280,000131326

280,000 - 290,00091524

290,000 - 300,00016622

300,000 - 310,0006511

310,000 - 320,0007512

320,000 - 330,0008513

330,000 - 340,0006814

340,000 - 350,0008513

350,000 - 360,000358

360,000 - 370,000404

370,000 - 380,000437

380,000 - 390,000314

390,000 - 400,000202

400,000 - 410,000235

410,000 - 420,000123

420,000 - 430,000325

430,000 - 440,000235

440,000 - 450,000718

450,000 - 460,000213

Fletcher Building Limited Annual Report 2019108

Governance
The Board is committed to ensuring that Fletcher Building has appropriate corporate governance

arrangements in place that are consistent with the size and nature of the Company’s operations.

Those arrangements should be disclosed in a meaningful way to maximise transparency and

investor confidence.

At Fletcher Building, governance is about creating a strong and principled ethics-based culture, where accountability and transparency improve

the quality and clarity of decision-making within the Company. The primary objective is to create and adhere to a corporate culture that is open and

transparent, develops capabilities, and identifies opportunities to create value for our stakeholders.

Key corporate governance highlights this year include:

–Strengthened governance, including revitalised delegated financial authorities, the implementation of commercial golden rules and a

policy refresh.

–The comprehensive induction of the new Board, and the re-organisation and composition of Board committees.

–Adoption of the new NZX Listing Rules on 1 July 2019 and roll-out of Board and management training on the new regime.

–Systemic review of the Company’s approach to health and safety.

The Company is required to disclose the extent to which its corporate governance practices materially differ from the principles and

recommendations set out in the NZX Corporate Governance Code ("the Code"). The Company’s approach to applying the principles and

recommendations outlined in the NZX Corporate Governance Code is set out below (including where practice materially differs from the Code).

The Company’s constitution, the Board and committee charters, code and policies referred to in this statement are available to view on our

website at www.fletcherbuilding.com/investor-centre/corporate-governance.

This governance statement is current as at 30 June 2019 and was approved by the Board on 20 August 2019.

Principle 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards

being followed throughout the organisation.”

CODE OF CONDUCT

The Company has a written Code of Conduct with which all directors, senior executives and employees are required to comply. The Code

of Conduct documents minimum standards of ethical behaviour and the Company’s expectations on loyalty and conflicts of interest, insider

trading, holding of offices in another Company or public office, intellectual property and misconduct.

In addition, the Company has a written Anti-bribery and Corruption Policy, which provides for a zero-tolerance approach to bribery and

corruption, whether in the private or public sector anywhere in the world. All Fletcher Building personnel must adhere strictly to the

requirements of this policy. The policy also sets out expectations around giving and receiving gifts, political and charitable donations and

dealings with business partners.

Fletcher Building has a free phone and online service (“FBuCall”) that can be used by any Fletcher Building staff member to report suspected

unacceptable, unethical or illegal behaviour in the workplace. This service is operated by external providers, who act as an independent third

party to ensure calls are kept anonymous.

SECURITIES TRADING POLICY

The Company has a policy that applies to all directors and employees (including any secondee, consultant, adviser or contractor) who are

in possession of material information that is not available to the market and who intend to trade, or advise or encourage others to trade, in

listed securities of Fletcher Building or any of its subsidiaries.

The policy employs the use of blackout periods to restrict persons covered by the securities trading policy who are likely to have knowledge

of, or access to, inside information from trading. This group of personnel must also obtain the written consent of the Group General Counsel

and Company Secretary prior to any transactions involving Fletcher Building securities. In addition, through our share registry, Computershare

Investor Services Limited (Computershare), we actively monitor trading in Fletcher Building shares by our personnel.

Fletcher Building Limited Annual Report 2019109

Governance (Continued)
Principle 2 – Board Composition and Performance

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

BOARD’S ROLES AND RESPONSIBILITIES

The role of the Board is to provide overall strategic guidance and effective oversight of management for the purposes of protecting and enhancing

the value of Fletcher Building assets in the best interests of the Company. The Board has statutory responsibility for the affairs and activities of

the Company, which in practice is achieved through delegation to the chief executive officer who is charged with the day-to-day leadership and

management of the Company.

The Board’s roles and responsibilities are formalised in a Board charter, which is available on the Company’s website. The Board charter sets out

those functions that are delegated to management and those that are reserved for the Board. Under the Board charter, the Group General Counsel

and Company Secretary is secretary to the Board and accountable directly to the Board, through the Chair, on all matters to do with the proper

functioning of the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Procedures for the appointment and removal of directors are governed by the Company’s constitution. The Nominations Committee makes

recommendations to the Board in respect of Board and committee composition and, when required, identifies individuals believed to be

qualified to become Board members.

Before a person is appointed to the Board, checks as to the person’s character, experience, education, criminal record and bankruptcy

history are conducted. Each director receives a letter formalising their appointment. That letter outlines the key terms and conditions of their

appointment, including Fletcher Building’s expectations for the role of director, and is required to be countersigned confirming agreement.

DIRECTOR INDEPENDENCE

The Company acknowledges the importance of having independent directors, ensuring it has the correct balance of skills to optimise

the financial performance of the Company and maximise returns to shareholders.

The Board currently comprises of eight directors, with a wide range of skills and experience. The qualifications and experience of each of the

directors, including length of service, is set out in “Our Board” section on pages 42 and 43.

The factors that the Board will consider in whether a director is 'independent' are set out in Appendix A of the Board charter. Any director who

has a change in relevant circumstance to any of the factors listed in Appendix A must immediately notify the Chair of that change so that their

independence can be re-assessed. If there is a change in the Board’s determination, it will be announced promptly and without delay to the

market. The Board considers all the current directors as at 30 June 2019 to be independent.

The Chair is an independent director and is not the chief executive officer. A majority of the Board are independent directors. In addition,

the Chair of the Audit and Risk Committee is not the Chair of the Board, and pursuant to its charter all members of this committee are non-

executive and independent directors.

DIVERSITY POLICY

Fletcher Building has a Diversity Policy, which is available on the Company’s website. The Remuneration Committee reviews progress against

diversity initiatives developed by the Company to deliver outcomes against the Policy. Further information on diversity initiatives can be found in

“People and Communities” section on pages 14 to 17.

The Board is satisfied with the initiatives being implemented by the Company and its performance with respect to the Diversity Policy. The

policy does not currently include a requirement for the Board (or a committee) to set measurable objectives for achieving diversity (as is

recommended by the NZX Corporate Governance Code), as the Board has considered diversity outcomes can be achieved without measurable

objectives. Fletcher Building is currently developing a comprehensive Diversity and Inclusion strategy which will be introduced during the 2019

calendar year. This will include the establishment of targets, reporting and governance. The Diversity Policy will be reviewed and updated as an

output of this work.

Additionally, as members of the Champions for Change network in New Zealand, Fletcher Building have provided diversity reporting as input

into the Champions for Change Annual Diversity Report 2019, providing benchmark against appropriate external comparators as per current

policy requirements.

Fletcher Building Limited Annual Report 2019110

The numbers and proportion of women and men within Fletcher Building as at 30 June 2019 are set out in the table below.
20192018

WomenMenWomenMen

Board of directors2 (25%)6 (75%)1 (17%)5 (83%)

Executive committee2 (17%)10 (83%)3 (27%)8 (73%)

Senior management

(1)

16 (25%)48 (75%)15 (25%)46 (75%)

All employees20%80%22%78%

–Gender –Building Products

–Construction

–Distribution

–Strategy

–Management

–Finance/Accounting

–Legal/Governance

–Marketing

–Information technology

–Supply chain

–Australia business experience

–International business experience

DIVERSITY

EXPERTISE

INDUSTRY

GEOGRAPHY

(1)

Senior management for these purposes includes any person who reports to a member of the executive committee.

BOARD SKILLS MATRIX

The Board has adopted a skills matrix which takes account of the breadth of the Company’s business interests and the nature of the Company’s

strategic focus. Skills and diversity that are relatively underweight are considered in making appointments to the Board.

DIRECTOR INDUCTION AND PROFESSIONAL DEVELOPMENT

The Board conducts induction and continuing professional development for directors, which includes visits to Company operations and briefings

from key executives and industry experts. Directors are provided with material health and safety information relevant to the business.

During the year, the Board concentrated additional efforts on inspecting and further understanding the operations of Fletcher Building.

The Board carried out 11 site visits across a range of the New Zealand and Australia businesses. The Safety, Health, Environment and

Sustainability Committee conducted a further 15 site visits. In addition, operational general managers provided ‘deep dive’ presentations into

their businesses.

BOARD PERFORMANCE

Reviews of the performance of the Board and individual directors are carried out regularly to ensure the Board as a whole and individual

directors are performing to a high standard.

The Board carried out a review of its performance and of the committees in mid-2016, with the assistance of an independent consultant

Propero Consulting Limited. The review process included an online survey, a range of director and management team interviews, an

observation of a Board meeting, a review of Board packs and a Board discussion and feedback session.

Propero has been retained by the Board again and is currently undertaking a performance review which will be completed by the end of the

calendar year 2019. The process will be similar to that which was followed in 2016.

Fletcher Building Limited Annual Report 2019111

Governance (Continued)
CommitteeRoleMembers

Audit and Risk Committee (ARC)The role of the ARC is to advise and assist the Board in discharging

the responsibilities with respect to external financial reporting,

internal control environment, internal audit and external audit

functions, and risk management practices.

Rob McDonald (Chair)

Antony Carter

Doug McKay

Cathy Quinn

Nominations CommitteeThe committee’s role is to identify and recommend individuals

to the Board for nomination as members of the Board and its

committees and the terms, if any, of such membership.

All non-executive directors are

members of the Nominations

Committee

Bruce Hassall (Chair)

Remuneration CommitteeThe principal role of the committee is to oversee and regulate

compensation and organisation matters affecting the Company,

including remuneration and benefits, policies, performance and

remuneration of the Company’s senior executives, management

development and succession planning of the chief executive

officer and his direct reports.

Barbara Chapman (Chair)

Antony Carter

Steve Vamos

Safety, Health, Environment and

Sustainability Committee (SHES)

The role of the committee is to assist the Board to provide

leadership and policy for SHES management within Fletcher

Building. The committee will focus on compliance with legislative

and regulatory requirements and the promotion of good

SHES governance.

Doug McKay (Chair)

Martin Brydon

Cathy Quinn

Principle 3 – Board Committees

“The Board should use committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.”

In accordance with the Board charter, various committees have been set up to enhance the Board’s effectiveness in key areas, while still

retaining overall responsibility. As at 30 June 2019 the Board committees are:

–Audit and Risk Committee

–Nominations Committee

–Remuneration Committee

–Safety, Health, Environment and Sustainability Committee

Each committee is governed by a charter setting out its roles and responsibilities. The charter for each committee is available on the Company’s

website. Committees do not take action or make decisions on behalf of the Board unless specifically mandated by prior Board authority to do so.

Employees only attend meetings of the Audit and Risk Committee and Remuneration Committee at the invitation of the particular committee. From

time to time, the Board may create ad hoc committees to examine specific issues on its behalf.

Fletcher Building Limited Annual Report 2019112

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The table below shows directors’ attendance at the Board and committee meetings during the year ended 30 June 2019.

Board

Audit and Risk

Committee

Nominations

Committee

(1)

Remuneration

Committee

Safety, Health,

Environment and

Sustainability

Committee

Number of meetings held 154235

Bruce Hassall (Chair)

(2)

154224

Martin Brydon

(3) (4)

1414

Antony Carter154231

Barbara Chapman

(3) (5)

133121

Alan Jackson

(6)

6121

Rob McDonald

(3) (7)

143111

Doug McKay

(3) (8)

143124

Sir Ralph Norris

(9)

11111

Cathy Quinn

(3) (10)

143124

Cecilia Tarrant

(11)

1111

Steve Vamos

(12)

141231

(1)

All non-executive directors are members of the Nominations Committee.

(2)

Bruce Hassall succeeded Sir Ralph Norris as Board Chair effective 1 September 2018 and at the same time ceased to be Chair of the Audit and Risk Committee. Bruce attended all

committee meetings in an ex officio capacity, excluding his attendance as Chair of the Nominations Committee.

(3)

Martin Brydon, Barbara Chapman, Rob McDonald, Doug McKay and Cathy Quinn were appointed to the Board on 1 September 2018.

(4)

Appointed member of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018.

(5)

Appointed member of the Remuneration Committee effective 1 September 2018 and succeeded as Chair of the Remuneration Committee effective 21 November 2018.

(6)

Retired from the Board on 20 November 2018 following conclusion of the annual shareholders' meeting.

(7)

Appointed Chair of the Audit and Risk Committee effective 1 September 2018.

(8)

Appointed member of the Audit and Risk Committee and Chair of the Safety, Health, Environment and Sustainability Committee effective 1 September 2018.

(9)

Ceased to be director effective 1 September 2018.

(10)

Appointed member of the Audit and Risk Committee and the Safety, Health, Environment and Sustainability Committee effective 1 September 2018.

(11)

Ceased to be director effective 1 September 2018.

(12)

Ceased to be member of the Audit and Risk Committee effective 1 September 2018.

TAKEOVER PROTOCOLS

The Board has established detailed protocols that set out the procedure to be followed if there is a takeover offer for the Company, including

any communication between Company insiders and the bidder.

Principle 4 – Reporting and Disclosure

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”

CONTINUOUS DISCLOSURE

Fletcher Building is committed to ensuring that all of our investors have timely access to full and accurate material information about the

Company. Our Continuous Disclosure Policy sets out the internal processes designed to ensure that the Company complies with the disclosure

obligations of the NZX and ASX. The Board has adopted this policy, which applies to all members of the Board and executive, all employees

in the Fletcher Building and affiliated entities, as well as consultants, contractors and other service providers where they have a relevant

contractual obligation to Fletcher Building or one of our businesses. The Continuous Disclosure Policy is available on the Company’s website.

Directors formally consider at each Board meeting whether there is relevant material information which should be disclosed to the market.

DISCLOSURE OF CODES AND CHARTERS

All of our key governance documents (including the Code of Conduct, key corporate policies and Board and committee charters) are available on

our website at www.fletcherbuilding.com/investor-centre/corporate-governance.

SAFEGUARDING INTEGRITY IN FINANCIAL REPORTING

The Audit and Risk Committee oversees the accounting and internal control systems, policies and procedures to ensure compliance with the legal

requirements, in respect of accounting policies, financial reporting, internal control, external audit and environmental regulation in all jurisdictions

in which the Fletcher Building Group operates.

Fletcher Building Limited Annual Report 2019113

Governance (Continued)
In addition, prior to approving the full year financial statements, the Board received from the chief financial officer a declaration that, in his

opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate

accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been

formed on the basis of a sound system of risk management and internal control that is operating effectively.

SUSTAINABILITY

The Sustainability section on pages 10 and 11 discusses non-financial focus areas for our business, including environmental, economic and

social matters. The Board and executives recognise that sustainability is critical to Fletcher Building's success. In FY19, we appointed a Head of

Sustainability to lead the development and execution of sustainability strategy for Fletcher Building.

Fletcher Building is committed to building strong relationships with our stakeholders. At the local level, our businesses thrive on regular

engagement with customers, suppliers, neighbours and local communities. At a Group level, we engage with Government and regulatory

authorities. We are members of the following environment and sustainability organisations:

–Infrastructure Sustainability Council of Australia –Sustainable Business Council

–Lifecycle Association of New Zealand –Sustainable Business Network

–NZ Green Building Council

Further sustainability information can be found on the Company’s website at www.fletcherbuilding.com/about-us/environment-and-sustainability/.

Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Fletcher Building remuneration structure is designed to attract, reward and retain high performing directors, executives and employees who are

able to enhance the Company’s performance.

Our practices for setting remuneration are detailed in our Remuneration Policy. The policy is governed by the Remuneration Committee in line

with its charter, which is available on the Company’s website.

The ‘Remuneration Report’ on pages 104 to 108 outlines in detail the remuneration framework of Fletcher Building, as well as the

remuneration of the directors, the chief executive officer and other executives, and senior management. This includes a discussion on

share-based remuneration.

Principle 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should

regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

RISK FRAMEWORK

The purpose of the risk management framework in the Fletcher Building Group is to ensure that the key risks faced are identified, assessed,

controlled, monitored and reported so that the Company can achieve its objectives and protect its people, customers and reputation.

The Fletcher Building risk management framework is based on a three lines of defence model as set out below. This starts – and operational

accountability ultimately rests – with the managers in the individual business units and the divisional chief executives. Our risk management and

assurance processes support this through our Group functions and is overseen by the Board and executive team, with a dedicated internal audit

team which takes a risk-based approach to auditing key business activities and reports directly to the Audit and Risk Committee.

Fletcher Building Limited Annual Report 2019114

FBU Board
ARC

Internal Audit

Executive Committee

Finance

Legal

People

Division

BUBUBUBU

Division

EHS

Group

Risk

IT

Property

3rd Line of Defence:

Board, Executive and

Internal Assurance

2nd Line of Defence:

Group Functions

1st Line of Defence:

Operating Units

As part of its risk management responsibility, the Audit and Risk Committee receives regular reports of the material, emerging and existing key

risks, the current and target risk ratings, and the measures in place to mitigate the risks.

The Fletcher Building risk management framework provides a consistent framework for the management of risk, ensuring the alignment

with strategy, business processes, corporate knowledge and technology. The Company’s approach aligns with the international risk

management framework as established under the International Organisation for Standardisation (ISO) ISO31000:2009 Risk Management

– Principles and Guidelines.

KEY RISKS

The Fletcher Building risk management framework is focused on the nine key commercial (non-Health and Safety) risks that the Company faces

across its business. The nine key risks are:

–Business Resilience –Supply Chain

–Economic Downturn –Workplace Relations

–Regulatory and Legal –Environment

–Product Quality –Technology

–Contractual

Through bottom-up business-led risk workshops, the nine key risk and uncertainties for each business are identified, assessed and risk controls/

mitigation plans established with on-going assessment of their effectiveness of the risk controls.

The risk and uncertainties that are faced by the individual business units are captured in the enterprise-wide risk management tool, RADAR. The

information captured in RADAR enables risk management information captured at the business unit level to be disseminated at higher levels of

the organisation.

The Group has also increased the cadence of operational risk reporting through business unit operations reviews. This allows the Group to see

where decisions are regularly being made when assessing risk in implementing the business strategy and to understand how different risks

affect different parts of the business.

HEALTH AND SAFETY

Fletcher Building has a health and safety management framework called Protect. Management of health and safety risks is discussed in more

detail on pages 12 and 13.

Fletcher Building Limited Annual Report 2019115

Governance (Continued)
Principle 7 – Auditors

“The Board should ensure the quality and independence of the external audit process.”

The Audit and Risk Committee performs an annual performance assessment of the external auditor to ensure ongoing quality and

effectiveness. EY is our external auditor.

The Auditor Independence Policy includes requirements for the rotation of external audit engagement partners. The Auditor Independence

Policy is available on our website. In addition, the policy covers the provision of non-audit services by the Company’s auditor. Auditor’s fees and

expenses paid to EY are presented within Note 5 of the Group financial statements included in this annual report. The other work performed

by the external auditors beyond the statutory audit was pre-approved in accordance with the policy and is not considered to compromise

independence as the services did not constitute material sums of money.

Representatives from EY attend Fletcher Building’s annual shareholders’ meeting each year, where they are available to answer questions from

shareholders relevant to the audit.

INTERNAL AUDIT

Fletcher Building has an internal audit function, which evaluates and improves the effectiveness of key risk management, control and

governance processes. Internal audit develops an annual internal audit plan for approval by the Audit and Risk Committee and is accountable

for its implementation. To provide for the independence of the internal audit function, internal audit reports functionally to the Audit and Risk

Committee and administratively to the chief financial officer.

Principle 8 – Shareholder Rights and Relations

“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage

with the issuer.”

COMMUNICATING WITH SHAREHOLDERS

Fletcher Building maintains a website, which includes information about Fletcher Building’s financial performance, operational activities,

corporate governance and other information of specific relevance to investors and stakeholders. Core policies on communicating with

shareholders are formalised in a Shareholder Communication Policy, which is available on the website.

The Company operates an investor relations programme, which includes scheduled interactions with institutional investors, analysts and other

market commentators. Presentations are also disclosed on the Company’s website and the NZX and ASX announcement platforms. The Chair

meets with major shareholders of the Company in New Zealand and Australia on an annual basis. The chief executive officer and chief financial

officer attends an analysts’ and investors’ call after release of the interim and full year results and answer questions raised by analysts and

investors. The Board also obtains annually research on the perceptions that the New Zealand and Australian investment community have of the

Company, management and performance.

ELECTRONIC COMMUNICATIONS

Shareholders have the option to receive communications from, and send communications to, Fletcher Building in electronic form. Shareholders

are actively encouraged to take up this option.

SHAREHOLDER VOTING

Major decisions that may change the nature of Fletcher Building business are presented as resolutions at the annual shareholders’ meeting and

voted on by shareholders. There have been no major decisions made during the year which would change the nature of Fletcher Building and

which would require shareholder approval.

ANNUAL SHAREHOLDERS’ MEETING

All shareholders are entitled to attend the Company’s annual shareholders’ meeting, either in person or by representative. Resolutions at

shareholder meeting are by way of a poll, where each shareholder has one vote per share. Fletcher Building encourages shareholders to

ask questions in advance of the meeting, to encourage further engagement with the Company and provide management with a view of

the concerns of the Company’s shareholders. Our notice of meeting is sent to all of our shareholders and posted on our website at least 20

working days prior to the meeting.

Fletcher Building Limited Annual Report 2019116

Statutory Disclosures
Bruce Hassall

Fletcher Building Industries LimitedChair

Prolife Foods LimitedChair

The Farmers' Trading Company LimitedChair

Bank of New ZealandDirector

Fonterra Co-operative Group LimitedDirector

The University of Auckland Business School Advisory Board (resigned 31 January 2019)Member

Martin Brydon

Adelaide Brighton Limited (resigned 30 January 2019)CEO/Managing Director

Brydon Investment Holdings Pty LimitedDirector

CCL Executive Superannuation Pty. Ltd. (resigned 9 January 2019)Director

CCL Staff Superannuation Pty. Ltd. (resigned 9 January 2019)Director

Fletcher Building Industries LimitedDirector

Rytysh Pty LtdDirector

Sunstate Cement Limited (resigned 7 February 2019)Director

The Cement Industry Federation Limited (resigned 20 March 2019)Director

Cement, Concrete & Aggregates Australia (resigned 18 September 2018)Alternate Director

Antony Carter

Air New Zealand LimitedChair

Fisher & Paykel Healthcare Corporation LimitedChair

Blues LLP (resigned 1 February 2019)Chair

ANZ Bank New Zealand LimitedDirector

Avonhead Mall LimitedDirector

Fletcher Building Industries LimitedDirector

Vector Limited (appointed 1 May 2019)Director

Independent Selection Panel for FonterraMember

Maurice Carter Charitable TrustTrustee

Barbara Chapman

Genesis Energy LimitedChair

The CEO Summit Committee for APEC 2021 (appointed 20 June 2019)Chair

The New Zealand Initiative LimitedDeputy Chair

Fletcher Building Industries LimitedDirector

IAG New Zealand Limited (appointed 1 November 2018)Director

NZME LimitedDirector

Two Tin Pigs LimitedDirector

Prime Minister's Business Advisory Council (appointed 18 October 2018)Member

Reserve Bank Independent Expert Advisory Panel (appointed 7 September 2018)Member

Rob McDonald

Contact Energy LimitedChair

The University of Auckland Business School Advisory Board (appointed 12 March 2019)Chair

Chartered Accountants Australia and New ZealandDirector

Fletcher Building Industries LimitedDirector

RSMcDonald Services LimitedDirector

Sovereign Assurance Company LimitedDirector

McDonald Family TrustTrustee

DISCLOSURE OF INTERESTS BY DIRECTORS

The following are particulars of general disclosures of interest by directors holding office as at 30 June 2019, pursuant to section 140(2) of the

Companies Act 1993. The director will be regarded as interested in all transactions between Fletcher Building and the disclosed entity. Changes

to entries disclosed during the year to 30 June 2019 are noted in brackets, for the purposes of section 211(1)(e) of the Companies Act 1993.

Fletcher Building Limited Annual Report 2019117

Doug McKay
Bank of New ZealandChair

Eden Park Trust BoardChair

Fletcher Building Industries LimitedDirector

Genesis Energy LimitedDirector

IAG New Zealand LimitedDirector

National Australia BankDirector

Tourism Transport LimitedDirector

Wymac Consulting LimitedDirector

Cathy Quinn

Fletcher Building Industries LimitedDirector

On Being Bold LimitedDirector

Rangatira Limited (appointed 13 February 2019)Director

Tourism Holdings LimitedDirector

New Zealand Treasury Advisory BoardMember

Council Executive Board of the New Zealand China Council

St Jude's Trust

Member

Trustee

Steve Vamos

Xero Limited Chief Executive Officer

eGeneration Investments Pty LimitedDirector

Fletcher Building Industries LimitedDirector

Telstra Corporation Limited (resigned 16 October 2018)Director

The University of Technology Sydney Business School Advisory Board

(resigned 24 May 2019)

Member

There were no specific disclosures made during the year of any interests in transaction entered by Fletcher Building or any of its subsidiaries.

INFORMATION USED BY DIRECTORS

There were no notices from directors of the Company requesting to disclose or use Company information received in their capacity

as directors.

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, Fletcher Building has continued to indemnify

and insure its directors, executives and employees acting on behalf of the Company, against potential liability or costs incurred in any

proceeding, except to the extent prohibited by law. The insurance does not cover liabilities arising from criminal actions.

DIRECTORS HOLDING OF SECURITIES

The Board charter requires non-executive directors (or their associates) to hold at least 20,000 shares in the Company to demonstrate their

commitment and alignment with the Company. This shareholding can be acquired at any time prior to the annual shareholders' meeting at

which they are first subject to re-election. Non-executive directors do not participate in any Company share or option plan.

Disclosure of Directors' interests in securities

Securities of the Company in which each director has a relevant interest at 30 June 2019:

DirectorOrdinary SharesCapital Notes

Bruce Hassall (Chair) 22,242

Martin Brydon 20,000

Antony Carter 67,019 150,000

Barbara Chapman 20,000

Rob McDonald 30,000

Doug McKay 20,000

Cathy Quinn

(1)

20,000 30,512,000

Steve Vamos 20,000

Statutory Disclosures (Continued)

(1)

Non-Beneficial interest in 30,512,000 capital notes as a Trustee of the St. Jude's Trust.

Fletcher Building Limited Annual Report 2019118

Disclosure of Directors' interests in share transactions
Directors disclosed, pursuant to section 148(2) of the Companies Act 1993, the following acquisitions of relevant interests in Fletcher Building

shares during the year ended 30 June 2019:

DirectorDate of acquisitionNature of transactionConsideration

Number of ordinary

shares acquired

Bruce Hassall4 October 2018 On-market purchase NZ$64,870 10,000

Martin Brydon4-5 October 2018 On-market purchase A$118,362 20,000

Barbara Chapman4 October 2018 On-market purchase NZ$130,660 20,000

Rob McDonald4 October 2018 On-market purchase NZ$194,826 30,000

Cathy Quinn4 October 2018 On-market purchase NZ$130,000 20,000

Steve Vamos20 December 2018 On-market purchaseA$18,505 4,085

STOCK EXCHANGE LISTINGS

Fletcher Building's ordinary shares are listed and quoted on the Main Board of NZX Limited and the Australian Securities Exchange (ASX) under

the company code 'FBU'. Fletcher Building's listing on the ASX is as a Foreign Exempt Listing. Fletcher Building must comply with the NZX

Listing Rules, but is exempt from almost all of the ASX Listing Rules. For the purposes of ASX Listing Rule 1.15.3, Fletcher Building confirms

that it continues to comply with the NZX Listing Rules.

In addition, Fletcher Building Limited maintains a sponsored Level 1 American Depositary Receipt (ADR) program with Deutsche Bank Trust

Company Americas (Deutsche Bank). The ADRs trade over the counter in the United States of America (US) under the ticker code 'FCREY', with

each ADR representing two ordinary Fletcher Building shares. US investors may prefer to purchase ADRs rather than ordinary shares in Fletcher

Building's home market because ADRs trade, clear and settle according to US market conventions.

EXERCISE OF NZX DISCIPLINARY POWERS

Neither NZX or ASX has taken any disciplinary action against Fletcher Building during the financial year ended 30 June 2019. In particular there

was no exercise of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to

Fletcher Building during the reporting period.

NZX WAIVERS

There were no waivers granted by NZX or relied on by Fletcher Building Limited in the 12 months preceding 30 June 2019.

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 JUNE 2019

The total number of voting securities of Fletcher Building at 30 June 2019 was 853,347,141 fully paid ordinary shares, each conferring on the

registered holder the right to one vote on a poll at a meeting of shareholders.

Size of holdingNumber of shareholders% of shareholdersNumber of ordinary shares% of ordinary shares

1 - 1,000 15,692 45.15 6,762,124 0.79

1,001 - 5,000 13,591 39.11 32,583,676 3.82

5,001 - 10,000 3,143 9.04 22,316,687 2.61

10,001 - 100,000 2,184 6.29 48,276,204 5.66

100,001 and over 144 0.41 743,408,450 87.12

Total 34,754 100.00 853,347,141 100.00

Fletcher Building Limited Annual Report 2019119

SUBSTANTIAL PRODUCT HOLDERS
According to notices given under the Financial Markets Conduct Act 2013, the following persons were substantial product holders of the

Company as at 30 June 2019. The total number of voting securities of Fletcher Building Limited at 30 June 2019 was 853,347,141 fully paid

ordinary shares.

Substantial product holder

Number of ordinary shares in which

relevant interest is heldDate of notice

Perpetual Limited and subsidiaries 95,202,683 27 May 2019

The Vanguard Group, Inc. 47,403,706 18 December 2018

Schroder Investment Management (Australia) Limited 50,303,744 30 November 2018

Ellerston Capital Limited

(1)

35,786,943 13 April 2018

Commonwealth Bank of Australia 41,967,254 19 March 2018

(1)

Ellerston Capital Limited ceased to be a substantial product holder effective 18 July 2019.

20 LARGEST SHAREHOLDERS AS AT 30 JUNE 2019

Holder Name

Number of

ordinary shares% of issued capital

HSBC Custody Nominees (Australia) Limited 112,206,760 13.15

JP Morgan Nominees Australia Limited 87,285,403 10.23

HSBC Nominees (New Zealand) Limited - NZCSD 66,121,621 7.75

JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct - NZCSD 55,820,745 6.54

HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD 49,252,884 5.77

Citibank Nominees (New Zealand) Limited - NZCSD 48,740,479 5.71

Citicorp Nominees Pty Limited48,553,388 5.69

National Nominees Limited33,141,448 3.88

Accident Compensation Corporation - NZCSD 26,916,104 3.15

BNP Paribas Nominees (NZ) Limited - NZCSD 17,084,420 2.00

FNZ Custodians Limited17,035,503 2.00

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited - NZCSD 16,110,279 1.89

BNP Paribas Noms Pty Limited 12,844,519 1.51

BNP Paribas Nominees Pty Limited 11,494,556 1.35

ANZ Wholesale Australasian Share Fund - NZCSD 9,879,208 1.16

Tea Custodians Limited Client Property Trust Account - NZCSD 9,129,409 1.07

National Nominees New Zealand Limited - NZCSD 8,907,385 1.04

BNP Paribas Nominees (NZ) Limited - NZCSD 7,707,576 0.90

JBWere (NZ) Nominees Limited 7,580,466 0.89

Citicorp Nominees Pty Limited 7,044,509 0.83

Total 652,856,662 76.51

New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of

securities to members. It does not have a beneficial interest in these securities. As at 30 June 2019, total holding in NZCSD were 334,363,562

or 39.18% of shares on issue.

AUDITOR FEES

EY has continued to act as auditors of the Company. Please refer to Note 5 of the financial statements for audit fees paid to EY in the financial

year to 30 June 2019.

CREDIT RATING

The Company has not sought and does not hold a credit rating from an accredited rating agency.

DONATIONS

Please refer to Note 5 of the financial statements for donations made in FY19. All political donations must be approved by the Board.

Statutory Disclosures (Continued)

Fletcher Building Limited Annual Report 2019120

SUBSIDIARY COMPANY INFORMATION
The persons listed below respectively held office as directors of Fletcher Building Limited and its subsidiary companies as at 30 June 2019,

or in the case of those persons with the letter (R) after their name ceased to hold office during the year. Except where shown below, Fletcher

Building's indirect ownership interest as at 30 June 2019 was 100%.

No employee of Fletcher Building appointed as a director of Fletcher Building Limited or its subsidiaries receives or retains any remuneration

or other benefits, as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant

bandings for remuneration disclosed under Employee Remuneration on page 108. Except where shown below, no other director of any

subsidiary company within the Group receives director’s fees or other benefits as a director.

CompanyDirectors

Amatek Holdings Pty LimitedM Brodie, B McKenzie, S Lo Ricco (R)

Amatek Industries Pty LimitedM Brodie, B McKenzie, S Lo Ricco (R)

Amatek Investments Pty LimitedM Brodie, B McKenzie, S Lo Ricco (R)

Approach Signs LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

Austral Bronze Crane Copper Pty LimitedM Brodie, B McKenzie, S Lo Ricco (R)

Australian Construction Products Pty LimitedC Bolt, B Nicholson (R), N Sumich

Australian Fibre Glass Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Bandelle Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Baron Insulation Pty LtdD Frost (R), P Lavelle, B McKenzie

Boden Building Supplies Limited (65%)P Boden, D Fradgley (R), B McEwen

Building Choices Limited (75%)G Close, D Fradgley (R), B McEwen

Building Prefabrication Solutions LimitedD Fradgley (R), B McEwen, B McKenzie

Cameron Building Supplies Limited (75%)D Fradgley (R), B McEwen

Caravan Components Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Cleaver Building Supplies Limited (65%)M Cleaver, D Fradgley (R), B McEwen

Crane Enfield Metals Pty LimitedM Brodie, B McKenzie, S Lo Ricco (R)

Crane Group Pty LimitedM Brodie, B McKenzie, S Lo Ricco (R)

Crane Share Plan Pty LtdM Brodie, B McKenzie, S Lo Ricco (R)

Crevet Pipelines Pty LtdB McKenzie, N Sumich

Crevet Pty LtdM Brodie, B McKenzie, S Lo Ricco (R)

CTCI Pty LimitedG Andrew (R), J Burgess, B McKenzie, A Webster (R), E Woldhuis (R)

Davis & Casey Building Supplies Limited (65%)T Davis, D Fradgley (R), B McEwen

Delcon Holdings (No. 11) LimitedC Bolt, D Fradgley, B McKenzie

Delcon Holdings (No. 8) LimitedC Bolt, M Kernahan (R), H McBeath, B McKenzie, D Thomas (R)

ee-Fit Pty LimitedD Frost (R), P Lavelle, B McKenzie

Efa Technologies Pty LimitedC Bolt, M Brodie, S Lo Ricco (R)

Evans Building Supplies LimitedD Fradgley (R), B McEwen

FBHS (Aust) Pty LimitedB McKenzie, P Tudor (R), A Wilson

FBII (Puhoi) LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

FBSOL Pty LimitedB McKenzie, P Tudor (R), A Wilson

Fletcher Building (Australia) Pty LimitedC Bolt, M Brodie, D Le Quesne, S Lo Ricco (R), B McKenzie

Fletcher Building (Fiji) Pte LimitedA Kumar, B Leach, K Lotu-Iiga (R), C White

Fletcher Building Educational Fund LimitedC Carroll, J McDonald, P Muir

Fletcher Building Holdings LimitedC Bolt, B McKenzie

Fletcher Building Holdings New Zealand LimitedC Bolt, B McKenzie

Fletcher Building Industries LimitedM Brydon, A Carter, B Chapman, B Hassall, A Jackson (R), R McDonald, D McKay,

R Norris (R), C Quinn, C Tarrant (R), S Vamos

Fletcher Building Infrastructure Investments LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

Fletcher Building Limited Annual Report 2019121

CompanyDirectors
Fletcher Building LimitedM Brydon, A Carter, B Chapman, B Hassall, A Jackson (R), R McDonald, D McKay,

R Norris (R), C Quinn, C Tarrant (R), S Vamos

Fletcher Building Nominees LimitedJ Chapman, M Farrell, J McDonald, H McKenzie, C Munkowits, G Niccol

Fletcher Building Products Australia Pty LimitedM Brodie, S Lo Ricco (R), B McKenzie

Fletcher Building Products LimitedC Bolt, M Kernahan (R), B McKenzie, H McBeath

Fletcher Building Share Schemes LimitedJ McDonald, G Niccol

Fletcher Building Welfare Fund Nominees LimitedR Linton, D Lucas, S Schulz, D Sixton

Fletcher Challenge Building Bolivia S.A.M Binns, K Cowie, H Ritchie

Fletcher Challenge Building UK LimitedS Evans, P Foreman (R), B McKenzie, N Mason (R)

Fletcher Challenge Finance Investments LimitedC Bolt, B McKenzie

Fletcher Challenge Forest Industries LimitedS Evans, P Foreman (R), B McKenzie, N Mason (R)

Fletcher Challenge Industries S.A.M Binns, K Cowie, H Ritchie

Fletcher Concrete (Fiji) Pte LimitedC Bolt, A Kumar, B Leach, C White

Fletcher Concrete and Infrastructure LimitedC Bolt, I Jones, M Kernahan (R), H McBeath, B McKenzie, D Thomas (R)

Fletcher Construction (Solomon Islands) LimitedB Leach, C White

Fletcher Construction Company (Fiji) Pte LimitedB Leach, J Matthews

Fletcher Distribution LimitedC Bolt, B McEwen, D Fradgley (R), B McKenzie

Fletcher Insulation Pty LimitedD Frost (R), P Lavelle, B McKenzie

Fletcher Morobe Construction LimitedK Fletcher (R), B Leach, L Mathias, P Moore (R)

Fletcher Property Developments UK LimitedS Evans, P Foreman (R), B McKenzie, N Mason (R)

Fletcher Property Investments UK LimitedS Evans, P Foreman (R), B McKenzie, N Mason (R)

Fletcher Property LimitedC Bolt, B McKenzie

Fletcher Residential LimitedC Bolt, S Evans, B McKenzie

Fletcher Steel LimitedC Bolt, D Fradgley (R), H McBeath, B McKenzie

Forman Building Systems LimitedC Bolt, D Fradgley (R), B McEwen, B McKenzie

Gatic Pty LimitedB McKenzie, N Sumich

Geoff Brown Building Supplies Limited (75%)G Brown, D Fradgley (R), B MCEwen

Geraldton Independant Building Supplies Pty LimitedJ Burgess, B McKenzie

Graeme Joy Building Supplies LimitedD Fradgley (R), G Joy (R), B McEwen

Higgins Contractors LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

Higgins Group Holdings LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

Home&Dry LimitedC Bolt, M Kernahan (R), H McBeath, B McKenzie

Iplex Pipelines Australia Pty LimitedF Hopkins (R), B McKenzie, N Sumich

Iplex Pipelines NZ LimitedC Bolt, M Kernahan (R), H McBeath, B McKenzie, D Thomas (R)

Iplex Properties Pty. LimitedB McKenzie, N Sumich

Jeffcoats Building Supplies Ltd (68%)D Fradgley (R), R Jeffcoat, B McEwen

John Cockburn Building Supplies LimitedD Fradgley (R), B McEwen

Kemsley Fields Limited (56.8%)S Evans, N Mason (R), R Peachey

Ken Jones Building Supplies LimitedD Fradgley (R), B McEwen

Kenna Building Supplies LimitedD Fradgley (R), B McEwen

Key Plastics Pty. Ltd.B McKenzie, N Sumich

Kimura Building Supplies (2016) Limited (75%)D Fradgley (R), J Kimura, B McEwen

Kingston Bridge Engineering Pty LtdB McKenzie, N Sumich

Kinsey Kydd Building Supplies Limited (75%)D Fradgley (R), S Kinsey, B McEwen

Koning Building Supplies Limited (75%)D Fradgley (R), J Koning (R), B McEwen

Koyana Rocla Pipes LimitedM Kotnis, G Sharma, C Shiralkar, A Mahesh

Statutory Disclosures (Continued)

Fletcher Building Limited Annual Report 2019122

CompanyDirectors
Kusabs Building Supplies Limited (75%)D Fradgley (R), G Kusabs, B McEwen

Laminates Holdings Pty LimitedJ Burgess, B McKenzie

Laminex Finance Pty LimitedD Le Quesne, S Lo Ricco (R), N Sekul

Laminex Group (N.Z.) LimitedC Bolt, F Irazusta (R), H McBeath, B McKenzie

Laminex Group Pty LimitedJ Burgess, B McKenzie

Laminex Overseas Holdings Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Laminex US Holdings Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Leary Building Supplies Limited (75%)D Fradgley (R), B Leary, B McEwen

Macready Building Supplies Limited (65%)D Fradgley (R), J Macready, B McEwen

Matt Orr Building Supplies Limited (75%)D Fradgley (R), B McEwen, M Orr

McGill Building Supplies Limited (75%)B McEwen, J McGill

McInnes Building Supplies Limited (75%)B McEwen, G McInnes

Mico New Zealand LimitedC Bolt, D Fradgley (R), B McEwen, B McKenzie

Milnes Holdings LimitedM Brodie, S Lo Ricco (R), B McKenzie

Moire Road General Partner Limited (51%)A Crocker, S Evans, S Rapson, D Schwartfeger

Morinda Australia Pty LimitedB McKenzie, P Tudor (R), A Wilson

New Zealand Ceiling & Drywall Supplies Limited (90%)C Bolt, D Thomas

Ngapo-Kimura Building Supplies LimitedD Fradgley (R), B McEwen

Northern Iron and Brass Foundry Pty. Ltd.B McKenzie, N Sumich

Oliveri Solutions Pty LimitedT Broxham, B McKenzie

Paul Robinson Building Supplies Limited (75%)D Fradgley (R), B McEwen, P Robinson

Pavement Technology LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

Penny Engineering LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

Penrose Retirement Nominees LimitedJ Chapman, M Farrell, J McDonald, H McKenzie, C Munkowits, G Niccol

PinkFit LimitedC Bolt, M Kernahan (R), H McBeath, B McKenzie

PlaceMakers LimitedC Bolt, D Fradgley (R), B McEwen, B McKenzie,

PlaceMakers Supply, Fix & Install Limited (75%)G Close, D Fradgley (R), B McEwen

Polymer Fusion Education Pty LtdB McKenzie, N Sumich

Raylight Aluminium Limited (87.5%)G Close, M Ellis (R), D Fradgley (R), B McEwen

Reece Building Supplies Limited (75%)D Fradgley (R), B McEwen, J Reece

Rocla Australia Pty LimitedC Bolt, M Brodie, S Lo Ricco (R)

Rocla Concrete Pipes Pty LimitedC Bolt, M Brodie, S Lo Ricco (R)

Rocla Drilling Pty LimitedC Bolt, M Brodie, S Lo Ricco (R)

Rocla Industries Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Rocla Masonry Pty LimitedC Bolt, S Lo Ricco (R)

Rocla NSW Pty LimitedC Bolt, M Brodie, S Lo Ricco (R)

Rocla Pty LimitedC Bolt, B Nicholson (R), N Sumich

Rocla SA Pty LimitedC Bolt, M Brodie, S Lo Ricco (R)

Rocla Vic Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

S Cubed Pty LimitedB McKenzie, P Tudor (R), A Wilson

Seabar Holdings (No 16) LimitedC Bolt, D Fradgley (R), B McEwen, B McKenzie,

Selwyn Quarries LimitedC Bolt, I Jones, B McKenzie, D Thomas (R)

Shed Boss NZ LimitedC Bolt, D Fradgley, B McKenzie

Southbound Building Supplies Limited (75%)D Fradgley (R), B McEwen, A Rance

Stanley Building Supplies Limited (75%)D Fradgley (R), B McEwen, B Stanley-Joblin

Steven Marshall Building Supplies Limited (65%)D Fradgley (R), S Marshall, B McEwen

Fletcher Building Limited Annual Report 2019123

As at 30 June 2019, Fletcher Building held an indirect ownership interest in the following associates and joint ventures.
CompanyOwnership

Altera Apartments General Partner Limited50%

Altus NZ Limited50%

Bellus Apartments General Partner Limited50%

Byfords Readi-Mix Limited50%

Cromwell Certified Concrete Limited50%

Greenraft Limited33.33%

Hexion Australia Pty Limited50%

Illico Apartments General Partner Limited50%

Interpipe Holdings Limited50%

JFC Pumps Limited50%

CompanyOwnership

Kaipara Water Transport Limited25%

NX2 Hold GP Limited13.40%

Oamaru Shingle Supplies Limited33.33%

P2W Services Limited50%

Rangitikei Aggregates Supplies Limited50%

Rodney Aggregates Supplies Limited50%

Saltus Apartments General Partner Limited50%

South Pacific Cement Limited14.85%

Verto Apartments General Partner Limited50%

Wespine Industries Pty Limited50%

CompanyDirectors

Stickland Building Supplies Limited (75%)D Fradgley (R), B McEwen

Stramit Corporation Pty LimitedB McKenzie, P Tudor (R), A Wilson

Sullivan & Armstrong Building Supplies LimitedD Fradgley (R), B McEwen

Tasman Australia Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Tasman Building Products Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Tasman Insulation New Zealand LimitedC Bolt, M Kernahan (R), H McBeath, B McKenzie

Tasman Sinkware North America, Inc.C Bolt

TBP Group Pty LimitedM Brodie, D Le Quesne, S Lo Ricco (R)

Terrace Insurances (PCC) LimitedC Bolt, K Carten, M Eades, B McKenzie

The Fletcher Construction Company

(Fanshawe Street) Limited

C Bolt, M Kernahan (R), B McKenzie, P Reidy

The Fletcher Construction Company

Cook Islands Limited

B Leach, M Kernahan (R), B McKenzie, P Reidy

The Fletcher Construction Company LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

The Fletcher Construction Company Limited

(Samoa Branch)

C Bolt, M Kernahan (R), B McKenzie, P Reidy

The Fletcher Organisation (Vanuatu) LimitedB Leach, Diract Ltd, Lotim Ltd

The Fletcher Trust and Investment Company LimitedC Bolt, M Kernahan (R), B McKenzie, P Reidy

Thomas Street Pty LimitedC Bolt, M Brodie, S Lo Ricco (R)

Trade Mart LimitedC Bolt, D Fradgley (R), B McEwen, B McKenzie

Tradelink Pty Ltd T Broxham, B McKenzie

Winstone Wallboards LimitedC Bolt, M Kernahan (R), H McBeath, B McKenzie, D Thomas

Young Building Supplies Limited (75%)D Fradgley (R), B McEwen, C Young

Statutory Disclosures (Continued)

Fletcher Building Limited Annual Report 2019124

Corporate Directory
BOARD OF DIRECTORS

Bruce Hassall (Chair)

Martin Brydon

Tony Carter

Barbara Chapman

Rob McDonald

Doug McKay

Cathy Quinn

Steve Vamos

EXECUTIVE TEAM

Ross Taylor

Chief Executive Officer

Bevan McKenzie

Chief Financial Officer

Charles Bolt

Group General Counsel and Company

Secretary

Dan Anthony

Chief Information Officer

Claire Carroll

Chief People and Communications Officer

Wendi Croft

Chief Health and Safety Officer

Steve Evans

Chief Executive Residential

and Development

Dean Fradgley

Chief Executive Australia

Ian Jones

Chief Executive Concrete

Hamish McBeath

Chief Executive Building Products

Bruce McEwen

Chief Executive Distribution

Peter Reidy

Chief Executive Construction

REGISTERED OFFICE

New Zealand

Fletcher Building Limited

810 Great South Road, Penrose

Auckland 1061, New Zealand

Private Bag 92114

Auckland 1142, New Zealand

Phone: +64 9 525 9000

Email: fbcomms@fbu.com

Web: www.fletcherbuilding.com

Australia

Level 4, 68 Waterloo Road

Macquarie Park, NSW 2113, Australia

Locked Bag 3501

North Ryde BC, NSW 1670, Australia

Phone: +61 2 8986 0900

AUDITOR

EY

PO Box 2146

Auckland 1140, New Zealand

SOLICITOR

Bell Gully

PO Box 4199

Auckland 1140, New Zealand

INVESTOR RELATIONS ENQUIRIES

Aleida White

Head of Investor Relations

Email: investor.relations@fbu.com

Phone: +64 9 525 9043

COMPANY NUMBERS

NZ Incorporation 1104175

NZBN 9429037065836

ARBN 096 046 936

REGISTRY

Computershare Investor Services Limited

(Computershare) looks after our share

register and is your first point of contact

for any queries regarding your investment

in Fletcher Building. You can view your

investment portfolio, elect to enrol in our

Dividend Reinvestment Plan, indicate your

preference for electronic communications,

supply your email address, change your

details or update your payment instructions

relating to Fletcher Building at any time by

visiting the Computershare Investor Centre

at www.investorcentre.com/nz.

New Zealand

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142, New Zealand

Level 2, 159 Hurstmere Road,

Takapuna, Auckland 0622, New Zealand

Phone: +64 9 488 8777

Fax: +64 9 488 8787

Email: enquiry@computershare.co.nz

Web: www.computershare.com/nz

Australia

Computershare Investor Services Pty Limited

GPO Box 3329

Melbourne, VIC 3001, Australia

Yarra Falls, 452 Johnston Street

Abbotsford, VIC 3067, Australia

Phone: 1800 501 366 (within Australia)

Phone: +61 3 9415 4083 (outside Australia)

Fax: +61 3 9473 2500

Receiving your communications

electronically

We encourage shareholders to receive

investor communications electronically

as it keeps costs down, delivery of our

communications to you is faster and it is

better for the environment. All you need to

do is log in to www.investorcentre.com/nz

and update your ‘Communication Preference’

to enable us to send all your investor

correspondence electronically where possible.

Fletcher Building Limited Annual Report 2019125

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.