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Fonterra announces FY19 annual results and new strategy

Full Year Results25 September 2019FCGConsumer Staples

Page 1



Reporting Period 12 months to 31 July 2019

Previous Reporting Period 12 months to 31 July 2018



Amount

(m’s)

Percentage

Change

Revenue from ordinary activities NZ$20,114 (2)%

Profit (loss) from ordinary activities after tax attributable to

security holder

1


NZ$(605) (209)%

Net profit (loss) attributable to security holders NZ$(557) (152)%


1

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

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

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


Interim/Final Dividend

Amount per Security

Imputed Amount

per Security

No final dividend to be paid NZ$0.00 $0.00


Record Date -

Dividend Payment Date -


Comments -


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

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

---

26 SEPTEMBER 2019

FONTERRA ANNOUNCES FY19 ANNUAL RESULTS AND NEW STRATEGY


• Total Cash Payout for 2018/19 season: $6.35

o Farmgate Milk Price $6.35 per kgMS

o Dividend of 0 cents per share

• New Zealand milk collections: 1,523 million kgMS, up 1%

• Normalised sales revenue: $20.1 billion, down 2%

• Net loss after tax: $605 million, compared to a loss of $196 million

• Normalised EBIT: $819 million, down 9%

• Normalised gross margin: 15%, down from 15.4%

• Normalised operating expenses: $2,311 million, down 7%

• Capital expenditure: $600 million, down 30%

• Normalised Return on capital: 5.8%, down from 6.3%

• Free cash flow: $1,095 million, up 83%

• Normalised earnings per share: 17 cents

• Gearing ratio: 48.2%, down 0.2%

• FY20 forecast Farmgate Milk Price: $6.25-7.25 per kgMS

• FY20 forecast earnings per share range: 15-25 cents

• New strategy, operating model and changes to management team announced


Today Fonterra announced its FY19 annual results, the final milk price for the 2018/19 season, its

refreshed strategy and changes to its operating model and management team.


The Co-operative reports a Net Loss After Tax of $605 million. Normalised earnings before interest and

tax (EBIT) was $819 million, down 9%, the Co-operative’s free cashflow was $1,095 million, up 83%, and

the return on capital was 5.8%, down from 6.3%.


Fonterra CEO Miles Hurrell says that 2019 was incredibly tough for the Co-op but it was also the year

Fonterra made decisions to set it up for future success.


“These included us reflecting changing realities in asset values and future earnings, lifting our financial

discipline, getting clear on why we exist and completing a strategy review.


“Many of these calls were painful, but they were needed to reset our business and achieve success in the

future.


“We made the decision to reduce the carrying value of several of our assets and take account of one-off

accounting adjustments. These totalled $826 million, which contributed to a Net Loss After Tax of $605

million for FY19.

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


“As we do every year, we took a hard look at our asset valuations and future earnings potential. When it

came to DPA Brazil, Fonterra Brands New Zealand and China Farms, we saw there were either some

changes in their local economies, increased competition or business challenges impacting their forecast

earnings. This meant we needed to reduce their carrying value.


“Clearly, any write-down of an asset is not done lightly. But what I hope people can also see is that we’re

leading the Co-op with a clear line of sight on potential opportunities as well as the risks.”


Commenting on the underlying performance of Fonterra, Mr Hurrell said Fonterra’s normalised earnings

per share for the year was 17 cents, which was above the last forecast for the year of 10-15 cents.


“The gross margin from our largest business, New Zealand Ingredients, was $1,332 million, up 3% on last

year due to increased sales and price performance.


“Our Foodservice performance also improved on last year, with gross margin up 10%. This was despite

lower total sales volumes, following a slow start to butter sales in Greater China and Asia.


“But we can’t ignore that we had a number of challenges across the year – these included Australia

Ingredients, our businesses in Latin America and the consumer businesses in Sri Lanka, Hong Kong and

New Zealand.


In September 2018 Mr Hurrell set out a three-point plan – take stock of the business, get basics right and

ensure more accurate forecasts. Reflecting on that plan, he said that it definitely helped focus the Co-op.

“I’m pleased with the progress we’ve made with our financial discipline. You can see it in our improved

cashflow, reduced debt and significant cost savings.


“As part of taking stock of our business we reviewed our asset portfolio and made significant calls on

three assets we identified as no longer core to our strategy. We sold Tip Top for $380 million and our

share of DFE Pharma for $633 million. We also wound back our relationship with Beingmate and are now

looking at options to reduce our financial stake in this company.


“Taking stock of our business didn’t stop there. We also exited our Venezuela businesses, announced the

closure of our Dennington manufacturing site in Australia and kicked off a strategic review of DPA Brazil

and two of our farm-hubs in China.


“We have contributed to China’s dairy industry by developing high quality model farms. We made these

investments as they were seen as necessary to protect our significant exports to China. Growing demand

for fresh milk in China’s consumer market suggests prices are likely to rise in the future – however, the

timing is uncertain. As a result of this, and the fact that the development of these farms is now complete,

we are looking at how we can best unlock the value in the farms.


“This sort of discipline around reviewing our asset portfolio isn’t a one-off. We need to be continuously

reviewing our assets and making sure they are meeting the changing needs of our Co-op.


“As part of the three-point plan, we also set a goal in FY19 to reduce our debt by $800 million. Tip Top

made a significant contribution and, along with the sale of DFE Pharma, we expect to exceed this target in

FY20.


“We also set ourselves a target to reduce capital expenditure by $200 million in FY19 and we achieved

$261 million. We reduced our operating expenses by $185 million, year on year.


Final Farmgate Milk Price for the 2018/19 season


Fonterra announced a final Farmgate Milk Price for the 2018/19 season of $6.35 per kgMS.


Fonterra Chairman John Monaghan said this was the third year of sustainable prices and represented

$9.7 billion for milk payments to the Co-op’s farmer owners in the 2018/19 season.

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


Global prices for whole milk powder, butter and anhydrous milk fat were weaker compared to last year.

This was driven by excess supply relative to demand, particularly for whole milk powder, for much of the

season. Skim milk powder prices, however, were stronger.


The refreshed strategy and FY20 earnings guidance


Mr Hurrell said the final big call for the year has been sharing the Co-op’s new strategy.


“It’s a strategy which recognises we are a New Zealand co-op, doing amazing things with New Zealand

milk to enhance people’s lives and create value for customers and farmers. It’s a strategy that’s rich in

innovation, sustainability and efficiency. It unlocks value and sees us focusing on three goals – healthy

people, healthy environment and healthy business.


“This is the right strategy for us, but it requires us to make some hard choices. We’ve looked at the big

opportunities and risks for a New Zealand dairy co-op today. We’ve also got clear on what our strengths

are and the hard realities we have to face up to. I’m pleased that we now have a strategy that is built from

the belief that our farmers’ milk here in New Zealand is the best and most precious in the world.


“Recognising this, while we will complement our farmer owners’ milk with milk components sourced

offshore when required, we will start rationalising our off-shore milk pools over time.


“Our strategy will see us focus on world-class dairy ingredients for our customers around the world, and

innovative ingredients that meet nutrition needs right across people’s life stages. We will focus on

ingredient categories: Paediatrics, Medical and Ageing, Sports and Active, and Core Dairy.


“We will also create new opportunities in new ways for foodservice. This will include building on our

foodservice success in China and developing new markets, particularly in Asia Pacific.


“This focus on dairy ingredients and foodservice will see us playing to our strengths and driving more

value from the parts of our business that consistently perform.


“We will still be in Consumer and will focus on markets throughout Asia Pacific. The majority of the

products we sell in these markets are made from New Zealand milk and are similar to those we sell in our

Ingredients business. This creates efficiencies and helps us play to our strengths. It also means we will

reduce our consumer product portfolio to those that create superior value.”


Mr Monaghan said the new strategy sounds simple but the best strategies often are.


“Simplicity shouldn’t be confused with a lack of ambition. Our forecast earnings range for FY20 starts at

15-25 cents per share, but the five-year plan is to deliver a target of 50 cents per share.


“Our starting earnings range reflects our change in culture. We will earn the right to make ambitious

decisions by first doing the basics right and returning our balance sheet to a position of strength. That will

give us options to go for the opportunities that we create in the future.”


As announced at half year, the Board reviewed the Dividend Policy guidelines within the context of the

new strategy. Mr Monaghan says the new guidelines better reflect the annual performance and financial

strength of the Co-operative.


“Under the new guidelines, we would expect the dividend payment to be 40-60% of reported Net Profit

After Tax, excluding any abnormal gains, from what was previously 65-75% of adjusted Net Profit After

Tax over a period of time. An interim dividend will not be more than 40% of the forecast total dividend and

no more than net earnings at half year.


“In addition to the new percentage of earnings, two additional key principles will guide our Board when

considering the payment of a dividend. A dividend should not require our Co-op to take on more debt, and

a dividend should not reduce our Co-op’s ability to service existing debt.


“The distribution of any abnormal gains, such as an asset sale, will be considered separately,” he says.

Fonterra Co-operative Group
Confidential to Fonterra Co-operative Group Page 4



New operating model and changes to the management team


One of the immediate priorities for the Co-operative is organising itself to best deliver the new strategy.

Mr Hurrell said he is introducing a new customer-led operating model.


“We need an organisational structure that allows us to live within our means, create better connections

with our customers, create value by focusing on what we are good at, and where we can differentiate

ourselves. The structure encourages us to work together as one team.


“Our new operating model will see us move from our two large, central businesses (Ingredients, and

Consumer and Foodservice) to three in-market customer facing sales and marketing business units –

Asia Pacific (APAC), Greater China (GC), and Africa, Middle East, Europe, North Asia, Americas

(AMENA).


“We are creating a new team (office of the Chief Operating Officer) which will be the enabler for our in-

market business units to create value through sustainability, innovation and operational scale and

efficiency.


“We are also looking at ways to prioritise activities and increase efficiency for our central support

functions, ensuring they add direct value to our Co-op.


“These changes also mean there are changes in my lead team and I’m delighted to make the following

appointments from my current team, which are effective immediately:

• APAC CEO – Judith Swales

• AMENA CEO – Kelvin Wickham


“Marc Rivers will remain our CFO, Deborah Capill our MD People and Culture and Mike Cronin our MD

Co-operative Affairs


“It is with regret that I announce Robert Spurway has decided it’s time for a change of direction in his

career and will leave Fonterra after eight outstanding years with our Co-operative. Prior to joining

Fonterra, Robert held several CEO positions and he now wants to fulfil his passion for directly running a

business again.


“He has been a huge contributor to the ongoing strength and performance of our NZMP Ingredients

business and has set the platform for continued success - through innovative technologies, a team of

highly capable people and significant progress on sustainability across our manufacturing operations - all

central to our strategy.


“Over the next few months Robert will help transition Global Operations to the new operating model as

well as working with the Greater China leadership team to implement the new Greater China regional go-

to-market model.


“I have recruitment processes underway for the China CEO and Chief Operating Officer.


“I look forward to working with this team and the wider Fonterra team to move forward and reset the Co-

op. Our priorities in our first year of our new strategy will be to build a winning team, support regional New

Zealand, reduce our environmental footprint and hit our financial targets.”



Non-GAAP financial information


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

include normalised segment earnings, normalised EBIT, EBIT, normalised earnings per share,

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

NZ IFRS. Management believes that these measures provide useful information as they provide valuable

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

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

Fonterra Co-operative Group
Confidential to Fonterra Co-operative Group Page 5


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

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

isolation nor considered as a substitute for measures reported in accordance with NZ IFRS. These non-

GAAP measures are not subject to audit unless they are included in Fonterra’s annual financial

statements.


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

the non-GAAP measures can be found on pages 113 to 115 of Fonterra’s Annual Report that is available

on Fonterra’s website.



-ENDS-


For further information contact:


Fonterra Communications

24-hour media line

Phone: +64 21 507 072

---

Tā t o u ,
tātou

Yo u ,

me,

us

together

ANNUAL REPORT 2019

We know
when we

work together

we can create

goodness.

02
Letter from

our Chairman

Page 02

Letter from

our CEO

Page 06

Our new direction

Page 10

14

Our Co-operative

Difference

Page 14

Working with

our farmers

Page 16

Honour Roll for Milk

Quality Excellence

Page 20

22

Farmer spotlight

Page 22

Employee spotlight

Page 24

Our Board

Page 26

Our Management

Team

Page 28

30

Our year

in review

Page 30

Our sustainability

approach

Page 32

Nutrition

Page 34

Environment

Page 36

Community

Page 38

CONTENTS

Our New DirectionOur Co-operative DifferenceOur PeopleOur Year That’s Been

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


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

measures may not be comparable with similarly titled measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor considered as a substitute for measures reported in accordance with NZ IFRS. These non-GAAP measures are not subject to audit unless they are included in Fonterra’s annual financial statements.Please refer to page 113 for the reconciliation of the NZ IFRS measures to the non-GAAP measures and page 115 for definitions of the non-GAAP measures used by Fonterra.

40
Group Financial

Metrics

Page 40

Group Overview

Page 42

Ingredients

Page 46

Consumer and

Foodservice

Page 48

China Farms

Page 52

Historical Financial

Summary

Page 54

62

Corporate

Governance

Page 62

76

Summary Financial

Statements

Page 76

116

Directory

Page 116

Our PerformanceOur Corporate GovernanceOur Financial SummaryOur Directory

LETTER FROM THE CHAIRMAN
A year of

fundamental

change



FY19 was a year of significant

challenges and change for

our Co-op as we continued to

fundamentally change the culture

and strategy of our organisation.

John Monaghan

CHAIRMAN

FONTERRA ANNUAL REPORT 2019

02

FY19 was a year of significant challenges and change for
our Co-op as we continued to fundamentally change the

culture and strategy of our organisation.

We started by looking at our Co-op’s purpose. We did a lot

of listening to people within the Co-op, to our customers,

partners and other stakeholders. They told us that we

need to show up differently, but also that this Co-op’s

intergenerational success was what motivated them.

Our new purpose is already guiding our decision making,

culture and behaviour as an organisation. It’s more than

words. You can see the progress reflected in the numbers.

We set ourselves a target to reduce our debt by $800 million.

With the addition of the proceeds from the sale of DFE

Pharma, which was completed outside the reporting period,

we intend to reduce debt by approximately $1 billion. Our

average capital expenditure for the previous six years has

been more than $1 billion. This year it was $600 million.

We have reduced headcount by more than 1,400 people,

frozen salaries for our people earning over $100,000 and

decided that we won’t be paying incentive bonuses for FY19.

We’ve made a good start, but we have more to do.

Underlying business performance

Our headline loss of $605 million doesn’t reflect the

commitment we made to you last year and frankly,

isn’t good enough.

Our write-down decisions and other one-offs took us

from what would have been a modest profit by our

standards of $269 million, to a loss-making position

for the year. We know we need to do more to live up

to our shared expectations of our Co-op.

Underneath that, the majority of our business is delivering.

Our normalised earnings for FY19 was 17 cents per share

and critically, the business units that are the foundation

of our new strategy – New Zealand Ingredients and

Foodservice – have delivered.

New Zealand Ingredients, our largest business, continued

to perform well. Gross margin was $1,332 million, up 3%

on last year due to favourable pricing.

Our Foodservice performance also improved on last year,

with gross margin up 10%.

At $6.35 per kgMS the Farmgate Milk Price was the third

year of sustainable prices. The Co-op generated $9.7 billion

for milk payments to our farmer owners in FY19.

Farmgate Milk Price for

2018/19 season

$

6.35

per

kgMS

Share price, down 26.4%

year/year

1

$

3.7 7

New Zealand milk collections

for 2018/19 season

1

,

523

million

kgMS

Dividend

0

No

dividend

2

1 For the period 31 July 2019

2 Fonterra Shareholders Fund (FSF) unit price as at 31 July 2019

Note: the Fonterra unit price as at 25th September 2019 was $3.22 NZD

FONTERRA ANNUAL REPORT 2019

03

Shareholder Value
Our decision to not pay a dividend and significantly

write-down a small number of assets came as a surprise

to many. I understand and share the frustration that farmers

and unit holders rightfully feel, and the impact that these

decisions have had on our share price and the balance sheets

of our owners in an already challenging environment.

We don’t make impairments lightly. Once made, most

cannot be fully reversed. While painful, they were the

right decisions.

Our Co-op reviews the value of our assets every year.

We make an overall assessment of their value and future

earnings potential. The process requires us to make a series

of judgement calls. Small changes to our assumptions can

cause meaningful changes in the valuation.

Our assessment is then reviewed by external auditors,

along with the rest of our financials, every year.

Our Co-op’s dividend policy has been to pay 65%-75%

of adjusted Net Profit After Tax over time. The Board’s

decision not to pay a dividend for FY19 was part of our

stated intention to reduce the Co-op’s debt, which is

in everybody’s long-term interests.

Our unit price finished the financial year down 26.4% at

$3.77. Its recovery will be a priority for us in FY20. We will

improve our performance in FY20 and we expect the

market to respond accordingly.

Leadership changes

In January, our Co-op mourned the passing of former

Chairman John Wilson. John retired from our Board in

November 2018 to focus on battling a serious illness.

John will be remembered for his contribution as a

farmer owner, inaugural Chairman of the Fonterra

Shareholders’ Council on merger, as a Farmer Elected

Director from 2003, and as Chairman from 2012.

Nicola Shadbolt (9 years) and Ashley Waugh (3 years)

also retired by rotation at the 2018 Annual Meeting. We

welcomed back Leonie Guiney to the Board and were joined

by two new Farmer Directors, Peter McBride and John Nicolls.

New Strategy

Developing our new strategy was a key priority for the

Board and senior Management in FY19.

We started development of the strategy by thinking about

what we have learned from past decisions and agreeing

what we want our Co-op to stand for today.

You need to embrace the best from the past and adapt

it for the future.

Eighteen months ago, we may have said we’re a global dairy

giant here to make a difference in the lives of two billion

people through a volume ambition of 30 billion litres of

milk by 2020.

Today, we stand for value. We’re a New Zealand dairy

farmers’ co-op, doing smart, innovative things with

New Zealand milk to create value for our owners,

customers, and communities in which we work and live.

This simple change in how we see ourselves leads us

to make fundamentally different decisions.

We have the best milk in the world here at home.

By championing it, we believe people will continue to

seek out and pay a premium for products backed by our

unique provenance story – our Co-op heritage, grass-fed

New Zealand milk, backed by ethical and sustainable

farming practices.

We will prioritise New Zealand milk, complemented by

milk components sourced offshore only when required.

As a result, we plan to start exiting our off-shore milk pools.

Scale ingredients have always been the engine room of our

Co-op. Our new strategy will build off that by increasing our

targeted research and development, energy and investment

into our speciality ingredients business – products in

medical nutrition and sports and active nutrition – which

is performing well and has strong growth potential.

We will focus on four ingredient categories that reflect

the way consumers enjoy dairy as part of their lifestyles:

Paediatrics, Medical and Ageing, Sports and Active, and

Core Dairy.

Alongside that, we want a leaner consumer business that

is focused on the products and places where we think we

can create sustainable and superior value. The consequence

of that is that we plan to be in less categories, and will likely

reduce our product portfolio dramatically. For example, we

currently have over 600 product variations of Anlene. In the

future, it will be closer to 50.

Our Foodservice business is already the leader in China,

we want to push out further to lead in Asia Pacific and form

new partnerships to help us expand into other markets

without the need for large amounts of capital.

The success of the strategy will be measured by the health

of our business, our environment, and our people. It comes

with performance targets, including Return on Capital,

greenhouse gas emissions, and the engagement levels

of our farmers and staff.

It sounds simple, the best strategies often are. But simplicity

shouldn’t be confused with a lack of ambition.

Our earnings range for FY20 starts at 15-25 cents

per share, but the five-year plan is to deliver a target

of 50 cents per share.

Our starting earnings range reflects our change in culture.

We will earn the right to make ambitious decisions by first

doing the basics right and returning our balance sheet to a

position of strength. That will give us options to go for the

opportunities that we create in the future.

To use a cricketing analogy, we want to build an innings by

hitting singles, before trying to hit the ball out of the park.

We won’t have it all our own way, but we’re confident that,

implemented well, the strategy will bring a new period of

success for our Co-op.

On behalf of the Board I’d like to thank you for your support

and loyalty this year.

John Monaghan

FONTERRA ANNUAL REPORT 0261

04

“ We have the best milk in
the world here at home.

By championing it, we

believe people will

continue to seek out

and pay a premium for

products backed by our

unique provenance story –

our Co

-

op heritage,

grass-fed New Zealand

milk, backed by ethical

and sustainable

farming practices.”

FONTERRA ANNUAL REPORT fi

05

LETTER FROM THE CEO
Resetting

the business



Miles Hurrell

CEO

In FY19 we made decisions to set

us up for future success. Many of

these were painful, but they were

needed to reset our business and

achieve success in the future.

FONTERRA ANNUAL REPORT 2019

06

I would like to start this letter by acknowledging that this
year has been incredibly tough. I also want to thank our

farmer owners, unit holders and employees for their loyalty.

I know our performance impacts you and your families and

that’s why your support means so much.

In FY19 we made decisions to set us up for future success.

Many were painful, but they were needed to reset our

business and achieve success in the future.

Reflecting changing realities in our asset

valuations and future earnings

We made the decision to reduce the carrying value of several

of our assets and take account of one-off accounting

adjustments. These totalled $826 million, which contributed

to a Net Loss After Tax of $605 million for FY19.

As we do every year, we took a hard look at our asset

valuations and future earnings potential. When it came to

DPA Brazil, Fonterra Brands New Zealand and China Farms,

we saw there were either some changes in their local

economies, increased competition or business challenges

impacting their forecast earnings. This meant we needed

to reduce their carrying value.

Clearly, any write-down of an asset is not done lightly. But

what I hope people can also see is that we’re leading the

Co-op with a clear line of sight on potential opportunities

as well as the risks.

Lifting the level of discipline

I’m pleased with the progress we’ve made with our financial

discipline. You can see it in our improved cashflow, reduced

debt and significant cost savings. We have done this through

a commitment to our three-point plan – to take stock, get

the basics right and ensure more realistic forecasts.

As part of taking stock of our business we reviewed

our asset portfolio and made significant calls on three

assets we identified as no longer core to our strategy.

We sold Tip Top for $380 million and have sold our share

of DFE Pharma for $633 million. We also wound back

our relationship with Beingmate and are now looking

at options to reduce our financial stake in this company.

Reduction in capital expenditure

Reduction in normalised operating expenses

Free cashflow, an improvement of 83%

Reduction in debt

Proceeds from all announced asset sales

available for debt reduction

1

$

261m

$

185m

$

1,095m

$

469m

$

1billion

Reduction in Net Profit After Tax attributable to

equity holders, as a result of the strategy review

Net Loss After Tax

$

605m

$

826m

1 Final amount dependent on exchange rates and final

settlement adjustments

FONTERRA ANNUAL REPORT 2019

07

• Prioritise New Zealand milk.
• Grow our sales of Sports and Active,

Medical and Aging and Paediatric ingredients.

• Develop new Foodservice markets.

• Only make consumer products where we

have a right to win.

• Lift our research and development spend.

• Use milk components and non-dairy

ingredients sourced from around the world.

• Collaborate more based on intellectual

property and skills.

• Divest non-core businesses.

• Reduce debt.

Our new strategy will:

FONTERRA ANNUAL REPORT 2019

08

Taking stock of our business didn’t stop there. We also
kicked off a strategic review of DPA Brazil and two of our

farm-hubs in China, exited Venezuela and announced the

closure our Dennington manufacturing site in Australia.

This sort of discipline around reviewing our asset portfolio

isn’t a one-off. We are continuously reviewing our assets

and making sure they are meeting the changing needs of

the Co-op.

As part of the three-point plan, we also set a goal in FY19 to

reduce our debt by $800 million. Tip Top made a significant

contribution and, along with the sale of DFE Pharma, we

expect to exceed this target in FY20.

We also set ourselves a target to reduce capital expenditure

by $200 million in FY19 and we achieved $261 million.

We reduced our operating expenses by $185 million, year

on year, which means we exceeded our target of bringing

them back to FY17 levels within two years.

This takes discipline right across the organisation – so, I’m

proud of the teamwork involved in achieving this.

Getting clear on why we exist – our purpose

In FY19 we got clear on our purpose and why we exist:

Our Co-operative, empowering people to create goodness

for generations. You, me, us together. Tātou, tātou.

It is important that we don’t just focus on our immediate

priorities but also lift our sights to the horizon and see the

opportunity we have to create goodness for generations

to come – and that’s what our purpose helps us do.

We want a purpose that inspires our Co-op, unites us

with others, drives action and guides our choices so we

can move forward together.

Completing our new strategy

The last call for the year has been finalising and sharing

our new strategy.

It’s a strategy which recognises we are a New Zealand

co-op, doing amazing things with New Zealand milk to

enhance people’s lives and create value for customers

and farmers. It’s a strategy that’s rich in innovation,

sustainability and efficiency. It unlocks value and sees

us focusing on three goals – healthy people, healthy

environment and healthy business.

This is the right strategy for us, but it requires us to make

some hard choices. We’ve looked at the big opportunities

and risks for a New Zealand dairy co-op today. We’ve also

got clear on what our strengths are and the hard realities

we have to face up to. I’m pleased that we now have a

strategy that is built from the belief that our farmers’

milk here in New Zealand is the best and most precious

in the world.

This strategy will see us focus on world-class dairy

ingredients for our customers around the world, and

innovative ingredients that meet nutrition needs right

across people’s life stages. It will also see us create new

opportunities in new ways for food service and take a more

targeted approach to opportunities in consumer brands,

focusing only where we can create sustainable value.

As I have said before this is a fundamental change for us

– we have dropped our volume ambition and now it’s all

about value. It’s about us being much more targeted and

focused around our unique strengths.

Priorities for FY20

FY20 will be the first year delivering our new strategy.

We have four key priorities that will help us take steps

towards our goals of healthy people, healthy environment

and healthy business. They are:

1


Build a winning team

• We will introduce and successfully shift to our

new customer-led operating model.

2


Support regional New Zealand

• We will inject $10 billion into rural communities

through competitive milk price payments.

3


Reduce our environmental footprint

• Through The Co-operative Difference, we will work

with our farmer owners so that a further 1,000 farms

have a Farm Environment Plan and we will prepare

emission profile reports for all our farmer owners.

• We will continue to improve energy efficiency

and water use at our manufacturing sites.

4


Hit our financial targets. We will:

• Improve our debt position so that our debt is no

more than 3.75 times our earnings, down from 4.3.

• Reduce our capital expenditure to no more than

$500 million (down $100 million on FY19).

• Achieve a gross margin in excess of $3 billion.

• Meet our earnings guidance of 15-25 cents per share.

I am excited about our Co-op’s future. I’m energised about

laying the foundations for a sustainable and successful

co-op. We need to deliver for our farmers, deliver for our

country, and take the best of New Zealand to the world.

Let’s make it happen.


Miles Hurrell

Chief Executive Officer

FONTERRA ANNUAL REPORT 19fiff

09

Our Purpose
Our Co-operative,

Empowering people

To create goodness for generations.

You, me, us together

Ta

-

tou, ta

-

tou

Co-operative

spirit

Do what’s

right

Make it

happen

Challenge

boundaries

Our Values

Our Goals

Healthy

people

Healthy

business

Healthy

environment

OUR NEW DIRECTION

Our Co-operative is made up of amazing
people, our farmer owners, employees,

and the people we connect with in our

communities.

Our Co-operative is stronger when we work

together, in the good times and in the tough

times. That’s the essence of our purpose and

the title of this report – You, me, us together

Ta

-

tou, ta

-

tou (all of us together).

Over the past 18 months we’ve taken a hard

look in the mirror. We have listened to each

other to understand what connects us, what

inspires us and how we work together

to create goodness now and for generations

to come.

This has provided us with the foundation

for a powerful purpose statement. This is

our starting point, the ‘why’ we exist, that

connects and resonates with our farmer

owners and employees.

It also reinforced the importance of our

Co-operative’s values, and the need to

change the way we behave, connecting

our strategy, our decisions and actions

to our purpose and values.

At our heart we are a New Zealand dairy

co-operative, doing amazing things with our

farmers’ milk to enhance people’s lives and

create value for farmers and customers.

We are clear what our goals are:

Healthy people

Healthy environment

Healthy business

This comes to life

through our new strategy

Our Co

-

operative

FONTERRA ANNUAL REPORT 2019

11

CORE DAIRYPAEDIATRICSSPORTS & ACTIVEMEDICAL & AGEINGFOODSERVICE
WE WILL CONCENTRATE ON THESE

CONSUMPTION CATEGORIES

Demand for dairy will

remain strong. Changing

global trends support this.

Sustainability

Naturalness

Authenticity & Provenance

Healthy Living

Out of Home

Creating sustainable

value from our farmers’

New Zealand milk

We will match our

unique strengths to

consumer needs

To enhance lives, and create

value for our farmers and

customers

Our

Strategy

Authenticity & Provenance

What Needs To Change

We have some realities we need to face. We’ve got work to

do to rebuild trust and rebuild the culture of a winning team.

In our home market, we’re facing growing competition from

food multi-nationals who don’t share our Co-operative ethos.

And as a farmer-owned co-operative with a long-term focus,

we need to adopt a lower risk profi le than some organisations

because we are committed to leaving a legacy for future generations.

This means reducing debt and exiting non-core investments to

get our Co-operative to a more sustainable risk and investment

profi le, to simplify our business and focus Management’s eff orts

more clearly on our primary task of adding value to our farmers’

New Zealand milk by meeting customer and consumer needs.

How We Measure Progress And Success

Our objective is to create a successful and sustainable

co-operative. This means measuring our success against

the triple bottom line – social, environmental and economic.

Healthy people Value nutrition, strong relationships,

supporting communities

Healthy environment Lower footprint, zero waste,

restoring nature

Healthy business Sustainable pay-out, return on

capital, reliable dividends

Our strategic review has reached into all areas of our business, considering everything

we do in our portfolio and across the local and global context we work in.

Our new strategy represents a fundamental change, moving us away from our previous ambition

to be a global dairy company making a diff erence in lives around to the world, to a new strategic

direction connected to our Co-operative heritage and strengths, our farmers and their families.

The world needs dairy, and demand for our New Zealand milk will continue to grow. Global trends

are towards more natural foods, and towards consumers wanting to know more about where their

food comes from, how it is made, and what impact it has on the environment and communities.

Our Co-op has unique strengths to meet these needs. Our milk provides nutrition around the

world, and our pasture-based farming systems produce it in a natural way. We have world-leading

innovation capability, dairy know-how, and deep customer relationships spanning many years in

every corner of the globe. We have serious scale and ability to execute globally, and this gives us

options to choose products and markets.

Our new strategy is driven by our clear identity as a New Zealand dairy co-operative that does

amazing things with our farmers’ milk, enhancing lives and creating value for farmers and customers.

Our New Strategy

Our strategy is to match our unique strengths to consumer

needs. Doing this will create sustainable value from our farmers’

New Zealand milk by connecting what our farmers do on

farm to what our customers value.

We will be more focused on playing in the areas we can win.

We want to continue being globally competitive in Core Dairy

(base and advanced ingredients), while growing in the categories

of Paediatrics, Sports and Active, Foodservice and Medical and

Ageing. Consumer brands will be a smaller part of our portfolio

targeted on where we can create superior value.

We will do this by linking our strategy to our purpose and

values, changing our behaviours and actions, and diff erentiating

oursleves through:

To create superior value for our

customers and our Co-operative.

To do what is right for the long term good

and to meet consumer and community needs.

To unlock and create greater

value from our scale and effi ciency.

Sustainability

Effi ciency

Innovation

FONTERRA ANNUAL REPORT 63%2

12

Our
Strategy

Authenticity & Provenance

What Needs To Change

We have some realities we need to face. We’ve got work to

do to rebuild trust and rebuild the culture of a winning team.

In our home market, we’re facing growing competition from

food multi-nationals who don’t share our Co-operative ethos.

And as a farmer-owned co-operative with a long-term focus,

we need to adopt a lower risk profi le than some organisations

because we are committed to leaving a legacy for future generations.

This means reducing debt and exiting non-core investments to

get our Co-operative to a more sustainable risk and investment

profi le, to simplify our business and focus Management’s eff orts

more clearly on our primary task of adding value to our farmers’

New Zealand milk by meeting customer and consumer needs.

How We Measure Progress And Success

Our objective is to create a successful and sustainable

co-operative. This means measuring our success against

the triple bottom line – social, environmental and economic.

Healthy people Value nutrition, strong relationships,

supporting communities

Healthy environment Lower footprint, zero waste,

restoring nature

Healthy business Sustainable pay-out, return on

capital, reliable dividends

Our strategic review has reached into all areas of our business, considering everything

we do in our portfolio and across the local and global context we work in.

Our new strategy represents a fundamental change, moving us away from our previous ambition

to be a global dairy company making a diff erence in lives around to the world, to a new strategic

direction connected to our Co-operative heritage and strengths, our farmers and their families.

The world needs dairy, and demand for our New Zealand milk will continue to grow. Global trends

are towards more natural foods, and towards consumers wanting to know more about where their

food comes from, how it is made, and what impact it has on the environment and communities.

Our Co-op has unique strengths to meet these needs. Our milk provides nutrition around the

world, and our pasture-based farming systems produce it in a natural way. We have world-leading

innovation capability, dairy know-how, and deep customer relationships spanning many years in

every corner of the globe. We have serious scale and ability to execute globally, and this gives us

options to choose products and markets.

Our new strategy is driven by our clear identity as a New Zealand dairy co-operative that does

amazing things with our farmers’ milk, enhancing lives and creating value for farmers and customers.

Our New Strategy

Our strategy is to match our unique strengths to consumer

needs. Doing this will create sustainable value from our farmers’

New Zealand milk by connecting what our farmers do on

farm to what our customers value.

We will be more focused on playing in the areas we can win.

We want to continue being globally competitive in Core Dairy

(base and advanced ingredients), while growing in the categories

of Paediatrics, Sports and Active, Foodservice and Medical and

Ageing. Consumer brands will be a smaller part of our portfolio

targeted on where we can create superior value.

We will do this by linking our strategy to our purpose and

values, changing our behaviours and actions, and diff erentiating

oursleves through:

To create superior value for our

customers and our Co-operative.

To do what is right for the long term good

and to meet consumer and community needs.

To unlock and create greater

value from our scale and effi ciency.

Sustainability

Effi ciency

Innovation

FONTERRA ANNUAL REPORT fi

13

OUR CO-OPERATIVE DIFFERENCE
Our Co operative

Difference

-

We are working together for a strong

and sustainable Co-operative.

O

u

r


F

u

t

u

r

e


A

s

p

i

r

a

t

i

o

n

s

5

Our Core

Terms of Supply

On-Farm Support

1

2

E

n

v

i

r

o

n

m

e

n

t

C

o

-

o

p

e

r

a

t

i

v

e

A

n

i

m

a

l

s

4

P

e

o

p

l

e


a

n

d

C

o

m

m

u

n

i

t

y

M

i

l

k

R

e

c

o

g

n

i

t

i

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n


f

o

r


a

c

h

i

e

v

e

m

e

n

t

s

3

FONTERRA ANNUAL REPORT 2019

14

This year we launched The Co-operative Difference.
It is a straight-forward way of bringing together what

our farmers need to know today, and what they need

to prepare for in the future. It also celebrates farmers

who go the extra mile to make our Co-operative

more sustainable.

Dairying is a big part of New Zealand and has been

for almost 150 years. Farming families have made

the most of being able to grow grass all year-round,

producing delicious, fresh milk. We need to protect,

enhance and regenerate our environment so families

can continue to farm for generations to come.

At the same time, our customers and communities

increasingly want sustainably produced products.

We all want to make choices that are good for the

future, where people and the planet are cared for.

We’ve stepped up and improved the way we look after

the environment. Farmers have fenced waterways,

upgraded effluent systems, improved nitrogen

management, and strengthened animal welfare

practices. But rising expectations mean we all need

to keep lifting our game.

Our Co-op wants to make it easier for farmers to know

what needs to be done and why it matters. Farming is

complicated enough these days and we believe there

are ways we can work better together. That’s why we

introduced The Co-operative Difference, and through

it we can support farmers and help them change and

adapt for the future.

The Co-operative Difference:

• Brings together existing on-farm requirements

and makes them easier to understand.

• Recognises farmers who go above these requirements.

• Gives farmers clear guidance on likely future

requirements and trends.

• Saves farmers time by removing duplication

and streamlining reporting requirements, helping

our Co-op protect its market position, strengthen

our sustainability claims, and drive demand for

our products.

• Supports farmers with on-farm practices by working

together and providing industry-leading assistance,

using our industry partnerships where possible.

• Clarifies what will happen when requirements aren’t

met, supports those who are struggling, and takes

a firm line with those who refuse to change.

5

4

3

1

2

Supporting our farmers underpins

everything we do. In person,

in digital, in partnership.

Well defined Terms of Supply to

protect the Co-operative here

and now.

Recognition for farmers who are

moving beyond the Terms of Supply.

All on-farm activities aligned

across five focus areas.

Clear guidance on future direction

based on emerging customer and

community trends.

FONTERRA ANNUAL REPORT ff132

15

Working with
our farmers

On-Farm Support

Our stores have farming needs covered, with local

knowledge, product advice and expertise. We provide

seasonal deals for everything from fencing to calf feed

and offer eligible farmers benefits such as 90 day interest

free purchases and the ability to earn Farm Source™ Reward

Dollars on every dollar spent in our stores. Beginning in June,

eligible farmers can also spread payments or defer them for

six months on all Farm Source store purchases over $500.

A new electricity deal

We maximise our collective scale to deliver the most

competitive prices. We are always on the hunt for lower

prices, better deals, and bigger discounts. In a New Zealand

first, Genesis Energy has launched a new electricity plan,

For Dairy. It’s offered exclusively by Farm Source™ and was

designed with dairy farmers by Genesis Energy. This new

plan can save farmers between 5 and 25% off their milking

shed electricity bill.

Farmer engagement in our

Co-operative is key, which

is why it is a step towards

achieving recognition in

The Co-operative Difference.

This year, farmers engaged

with our Co-operative in a

number of ways. They attended

local events, site visits, global tours, watched webinars,

participated in various learning opportunities, and used

our digital platforms and smartphone apps.

585

435

co-operative events.

farmers attended the

MyConnect Conference.

71%

of our milk was produced

by farming families running

a single farm.

Co-operative

90% of

farms use

our apps.

$

40.8 m

in Farm Source™ Reward Dollars,

discounts on everyday farming

supplies, and partnership deals.

OUR CO-OPERATIVE DIFFERENCE

in savings and rewards for the average-sized Co-op farm

if they purchase all their farm supplies from Farm Source.™

10

cents

per kgMS

Farmers can make the most of our Co-op’s regional

knowledge, expertise and services in managing their farms.

Our sustainable dairying, milk quality and animal welfare

specialists are in every region and our 0800 Service

Centre team is only ever a phone call away.

FONTERRA ANNUAL REPORT 2019

16

Fixed Milk Price
We’re always looking for new ways to help farmers

share up, make their farms more sustainable, and

manage their cash flow.

This year we introduced Fixed Milk Price. It’s our eighth

financial tool for farmers and offers ten opportunities

a season to fix a price for up to 50% of their estimated

milk supply.

This helps farmers reduce some of the risk from global

milk price volatility and gives them more confidence in

making business decisions as they know that some of

their fixed costs are covered. We can also provide

customers with longer contracts at a guaranteed price.

Customers value this certainty and it can bring additional

value back to our Co-op.

Sustainable Dairying Advisors

(SDAs) work alongside farmers

to identify opportunities to

improve environmental practices

on farm. This year, we have

grown our team of SDAs.

Last year, 12% of farms had a Farm Environment Plan (FEP).

This year that number has nearly doubled and we are

working with our farmers to ensure they all have an

FEP before 2025. These plans, delivered by our SDAs at

no additional cost, assess the environmental effects and

risks associated with farming activities and provide

tailored actions to help individual farms meet their regional

requirements and sustainability goals. By having an FEP,

farms are a step closer achieving recognition under

The Co-operative Difference.

This year, we have developed unique nitrogen reports

that our farmers can use to meet local regulatory

requirements in the Auckland, Marlborough,

Horizons and Canterbury regions.

In the first two months of the tool being available ( June and

July), 440 farms participated and locked in over 23 million

kgMS at a fixed price. About 60% of the farms that participated

supply less than 200,000 kgMS in a season.

27

23

%

Sustainable Dairy Advisors.

of our farms now have

a Farm Environment Plan.

average savings by each farm when they get a Farm

Environment Plan from our Co-op instead of elsewhere.

Environment

farms

440

$

4 ,700

FONTERRA ANNUAL REPORT 2019

17

Working with
our farmers

Beginning this year, our farmers are providing more

information about animal welfare practices in support

of our new ‘Cared for Cows’ claim. The claim will help our

customers know with confidence that our dairy products

are produced using the highest of animal welfare standards,

and will help drive more value and market share.

Our provenance programme for ingredients customers

and Trusted Goodness™ promise for consumers helps

tell the story of how our farmers keep cows happy and

healthy so they can produce high-quality milk. It’s backed

up by data farmers provide annually about how they farm,

and helps our products stand out from the rest.

Farming’s not easy but it can

be an incredibly rewarding

career. That’s why we want

to provide safe, healthy

working environments and

opportunities for people

to grow and learn.

We can attribute $97 million of this year’s sales revenue

to customers purchasing our ingredients and making

provenance claims using our Non-GMO, Grass-fed,

Made with NZ Dairy and Made with NZMP Dairy claims.

We know that cows are at the heart

of every dairy farm. Ensuring they

are valued and treated with respect

is of paramount importance to the

success of our Co-op. Farms that

have an Animal Health Plan,

developed alongside their vet,

implemented on-farm and

reviewed annually, are a step closer

to achieving recognition through

The Co-operative Difference.

Working together with local organisations, we are

supporting farmers in creating Health and Safety plans

that will help everyone on-farm get home safe at

the end of every day. This is a key step to achieving

recognition under The Co-operative Difference.

AnimalsPeople and Community

$

97 m

of this year’s sales revenue from

products with a provenance claim.

OUR CO-OPERATIVE DIFFERENCE

Our Emergency Response Team (ERT) is quick to the scene

to help our farmers and communities when natural

disasters strike. Our ERT went to the West Coast this year

to help other Kiwi farmers fix storm damage and get back

up and running after heavy rain and flooding.

The ERT is a group of 98 committed employees. Most of the

time they are working in our manufacturing sites but they

are also trained firefighters, mountain search, rescue and

recovery experts, and volunteer first responders, and will do

whatever it takes to takes to help our communities recover

from natural disasters.

FONTERRA ANNUAL REPORT 2019

18

Thank you to all our farmers
who have worked so hard to

provide safe, high-quality milk

throughout the 2018/19 season.

Our farmers go above and

beyond to achieve milk quality

excellence and this enables

our Co-op to create more

value and deliver to our

customers’ specifications.

This year, our farmers have done New Zealand proud.

Almost 1,800 farms achieved Grade Free status.

Of those, 437 achieved Grade Free for four years or

more, and 35 achieved Grade Free for 10 years or more.

These farmers are on the right track to achieve recognition

this season through The Co-operative Difference as they

already get the tick for Grade Free. Farmers are also

working hard to keep their Somatic Cell Count below

150,000 and their Fat Evaluation Index grade at A,

two additional elements required to achieve recognition

under The Co-operative Difference.

Another 1,409 farms received just one grade the entire

season and were recognised as Merit recipients and 4,086

received an Achievement certificate which recognises their

ability to keep their farm’s Somatic Cell Count low.

In addition to the honour roll on the following page,

we recognise the efforts of all farmers.

Milk

1 ,780

farms achieved Grade Free status,

including 437 that have achieved

Grade Free for four years or more.

FONTERRA ANNUAL REPORT 2019

19

Achievement
Farming entities that

achieved Grade Free

for at least the last

four seasons.

5 M Trust

A Holten & N Brown

A J & K L Murdoch

Abacus Dairy Limited

Abbey Farm Partnership

Acacia Farms Ltd

Ahipaipa Farms Ltd

Amberhay Limited

Aramaunga Farms Ltd

Arataki Dairies Limited

Ashgrove Dairy Farms Limited

B & D Dodunski

B N & P A Jones

B P & P N Kennedy

B S & S K Dhaliwal

Barmac Dairies Ltd

Beechbank Dairies Ltd

Bibberne Farms Ltd

Browne Pastoral Enterprises Limited

Bullot Family Trust

C B Farms Ltd

C J & C J McKenzie Ltd

C J & V K Taylor

C W & J Redshaw

C W & M Y Matthews Family Trust

C.D. Farms Ltd

Clutha Lea Ltd

Collins Family Trust

Conlan Trust

Cranief Clifton Ltd

D & D Alexander Trust

D & E J Pringle

D & K Miles Limited

D C & V F Frew

D J & R E G Goodwin

D J & S A McMillin

D J Noble & K M Jones

D R & E M Henman

D S & L R Wilson Ltd

Daisy Dairying Ltd

DDB Dairy Enterprises Limited

Drysdale Holdings Ltd

Dugald McKenzie Family Trust

E F & J A Allcock

F A & R C M Smits Ltd

Fairview Trust

Far South Farms Ltd

Fardale Dairies Ltd

Farmer Fred Ltd

Farview Farms Ltd

G A & K T Lynch

G B & D G Hodges Trust

G K & D J Landon Family Trust

G R J & R J Saddleton

Golden Mile Farms Ltd

Hard Road Dairies

Hillcrest at Fairfax Ltd

Hudson Trust

Farming entities that

achieved Grade Free

for at least the last

10 seasons.

B L & Estate R J Mohring

B M & B C & JH Geddes

B S & P J Strang

C & H Mabey

C J & K L Ladd

C M & K M O’Donoghue

Caskey Farms

Est of M F Blake & M Blake

F A & R C M Smits Ltd

F B Bonenkamp & J B

Cunningham

G B & J S Coulter

Golden Mile Farms Ltd

Inishbulfin Farm Ltd

J A & Estate of KJ Jolly

J L & M A Cooke

K & S MacKenzie Farms Limited

K J & H Chalmers Ltd

Kemra Farm Ltd

Kim Steffert Family Trust

L J & L M Still

M J & L M Van Tiel

Miroc Limited

Owhango Farms Limited

R & P Woods Farms Ltd

R S & R D Gordon

Riverside Farms

(Taranaki) Limited

Romill Partners

Rye Downs Ltd

Schorn Trust

Serendipity Trust

Sim Brothers Ltd

Sim Family Farms Ltd

Steffert Farms Ltd

Stephen Zink

Takitimu Trust

I J Oliver

J A & Estate of KJ Jolly

J B & L M Suisted Limited

J E & C T Brien

J H & H R Smyth

J L & K S Gwerder Family Trust

J L & M A Cooke

J R & A T M Hale

J Van Der Kooy

J W & A M Steeghs

J W Prictor

James Lyttle

JJ & AB Roskam Ltd

K & S Richards Limited

K B Olesen & R J Stephens

K J & H Chalmers Ltd

Kainui Peatlands Ltd

L J Bleakley

Lockerbie Farms 2001 Ltd

M & A Schrader Family Trust

M & C O’Grady Ltd

M & J Barker Trust

M E Hunt & Son Ltd

M R & K J Luke Ltd

Malandra Downs Limited

Mary Allen Farm Ltd

McFetridge Farms Ltd

Michael O’Connor

Miroc Limited

Molehill Farm Ltd

N J & M Bleakley

Oceanview Farms Ltd

O’Reilly Family Trust

P V & P G Mullin Trust

Parkhill Farms Ltd

Paul Turner Farm Trust

Pikowai Transport Ltd

PJ Nelson Farming Ltd

Puketi Farming Enterprises Ltd

R & P Woods Farms Ltd

R J Mandeno No.2 Family Trust

R N Cornes

R P & M G Frank

R W & W J Cudby Family Trust

Rainbowcreek Farms Limited

Ritson Holdings Limited

River Heights Limited

Rodney G & S J Joblin

Roseneath Farm Limited

S & S Iorns

S G & B L Thirkell

S M Duynhoven & Estate

of JB Duynhoven

S M Shead

Sea Breeze Farms

Sean McErlean Trust

Steffert Farms Ltd

Stephen Zink

Stopford Road Limited

Te Ngutu Land Holding Co Ltd

Te Repo Farms Ltd

V E & D M Grant

Valley Road Farm Ltd

W B Scott Family Trust

W.A & H.R Simpson Farming Ltd

Waituna Investments Ltd

Watershed Ventures Ltd

Webber Farm Ltd

Whenuakura Farm Limited

Willowfields Ltd

A H & A C Webster

Abbott Brothers

AGC Farms Limited

Airlie Lodge (Walton) Ltd

Allison Family Farms Ltd

Alton Pastures Limited

Auroam Tahi Limited

B & E V Blake

B J & D A Verryt Family Trust

B M & B C & JH Geddes

B M & R M Sarten

B S & P J Strang

Barneyco Trust Partnership

Bent River Farms

BJ & DM Ahlers

Bonezco Farms Ltd

Burton Trust

C & M Tippett

C & M Young Ltd

C C J & F A Jones

Carnarvon Farms Ltd

Casey Coxhead Ltd

Cavan Downs Trust

Chetwynd

Colhaven Limited

Cotlands Ltd

Creekside Pastures Ltd

D P & T G Schumacher

Daybreak Farms Limited

Eichler Farms Limited

F B Bonenkamp & J B Cunningham

Farmbuild Milk Company Ltd

Forest Hill Downs Limited

Fowler Family Prosperity Trust

Frisia Farm Trust

G A & J M Fox

G A & V M Weir

G C & J M Knowles

G C Hall

G J Farms Ltd

G M & A J Gower

Gee ‘N’ Tee Ltd

Glen Eden Otago Ltd

Grat Farms Ltd

Gregory Farms Ltd

Hines Family Trust

I H & D J Bryant

I Hampton & A Golvin

I J Sutherland Partnership

Inishbulfin Farm Ltd

J & J Anderson Family Trust

Partnership

J E & D M Cooper

J H & R Cotman

J L Hooper & A L Robertson

J P & J S Adams

JDQ Ltd

JE & KL Gilbert

LegendGold

Honour Roll for

Milk Quality Excellence

Top 10 farming entities

with the lowest Somatic

Cell Count.

1 G L & G F Bell

2 J M Mellow

3 D A & M A Mullan

4 M C & J P Fisher

5 J C & F M Henchman

6 M & L Arnold

7 Ternstone Ltd

8 Est of M F Blake & M Blake

9 K J & H Chalmers Ltd

10 Le Emari Trust T/A

Willowbridge Dairies

OUR CO-OPERATIVE DIFFERENCE

FONTERRA ANNUAL REPORT 2019

20

K J & J B Argyle
K J & M T Dwyer Trusts P/S

K R Cresswell

K W & D M Blackstock

K W & D R Lowe Family Trust

Kevin Fleming Ltd

Knockinnon Farm Trust

L J & L M Still

L S & K A Phipps

Lynton Dairy Limited

M C & M Davey

M I & P M Stevenson

Family Trusts P/ship

M J & L M Van Tiel

M J & W P Van Veen

Mangatoki Partnership

MJA Farms Ltd

MW & KA Olsen

N A & K M McColl

NB & LJ Crosbie Ltd

Otu Creek Farm Limited

Owhango Farms Limited

P H S & P C Byford

R & A Tait T/A Black Cow Dairies

R S & R D Gordon

R T & E A Brown Ltd

R.L. Mathis Ltd

RK & A Hines Limited

Rogers Farming Ltd

Romill Partners

RV & LH Kokich Farms Ltd

Ryan Bennett

Ryelands Farm Company Ltd

S G McKenzie

Serendipity Trust

Sim Brothers Ltd

Sim Family Farms Ltd

Somerset Trust

T D Hall Trust

T M Mcdowall

Tawa Land Company Limited

Tawa Ridge Farms Ltd

Tayco Farm Limited

The Red Cow Company Limited

Trimor Ltd

Troy & Natalie Farming Partnership

True Blue Trusts

Vale Green Services Limited

Wainui Dairies

Waiparu Farm Ltd

Waiparu Holdings Limited

Wattle Downs Ltd

Webber & Maxwell Partnership

Westmeath Trust

Willcox Farms Ltd

A & N Harvey Family Trust

A A & L J Edward Trust

Abbott Trusts Partnership

Avon Downs Ltd

B C & K A Keller

B D Mead

B L & D J Haylock

B M & J A Ahlers

Bell Farm 2008 Limited

Bothwell Farms Ltd

Burnell Farms Ltd

C & B Jensen Family Trust

C & D Padrutt Trust

C E & D L Rogers

C M & K M O’Donoghue

Caskey Farms

Claremont Trusts Partnership

CM Farming Ltd

Cowley Dairies Ltd

D & S Farms

D A & M A Mullan

D B H Farms Limited

D J & E A Turner

D J & G M Hooper

D P & T M Stephens

D W & M E Kidd

DR & PJ Hannah Ltd

Drylands Trust

Estate E A Bonner

Fabish Bros Farms Ltd

Falcon Farms Trust

Farming Tee Jay Ltd

Florida Farms Ltd

Fonterra - O’Brien Farm

Four Roads Farms Limited

G B & J S Coulter

G E Sutherland Trust

G L & R L Burr

Glengarry (Dvke) Farming Co Ltd

GRC Farms Limited

Harrihi Farms

Hayley Buckman Family Trust

Hutton Farm Holdings Ltd

Inferno Farms Limited

J A & B E Turnwald

J D Farms

J L & H M Coatsworth

J M De Renzy

Jayland Partnership

Johnson Farm Co. Ltd

K & S MacKenzie Farms Limited

K E & V J Bond

Kaimai Dairy Ltd

Kemra Farm Ltd

Kieran McErlean Trust

Kim Steffert Family Trust

Knightlands Ltd

Kywaybre Farms Ltd

L J Hodges

L.G. & J.M. Morris Limited

Lesdale Friesians Ltd

Lizlyn Dairies Ltd

Longacre Properties Limited

Lutz Farming Company Ltd

M & C Mogg Ltd

McGee Partnership

McGowan-Weake Ltd

Meyer Family Trust

Mitchells Milky Way Limited

MR & TJ Frost Ltd

Mudspring Farms Limited

N R & L A Fox

NR Ensor Limited

P G & D M Dombroski

P L & R E Berryman

P R & V P Dawson

Placement Services Limited

Poc Ar Buille Limited

R J Troughton

R K J Allen

Rasing Farms Ltd

Rich Feet Limited

Rosebrae Farm Ltd

Southern Meadows 2011 Ltd

Springpark Farms 2008 Ltd

T D & J A Rhind

T N Langlands

Tainui Group Holdings Limited

Takitimu Trust

The D & A Roberts Family Trust

The Hyjinks Trust

TW Langford Family Trust

Two Name Farming Limited

Up At 5 Ltd

Van Rossum Ltd

Waicola Holdings Ltd

Waiotu Farms Ltd

Waiwira Holdings Ltd

Whakahora Farm Ltd

A M Bond & Estate of R G Bond

A R Mills

Aaron and Marcia Flay Partnership

ABH Trust

Aghern Holdings Ltd

Altura Dairy

Ararata Holdings Ltd

B & L Jones Ltd

B L & Estate R J Mohring

Barriball Farms Ltd

Berwick Holdings Ltd

Birchland Partnerhip

Bogaard Farms NZ Ltd

Boswell Dairy Ltd

Burnside Farms Ltd

C & H Mabey

C F & M T Muller

C J & K L Ladd

C T & K M A McLean

Chislehurst Farms Limited

Cressey Dairies Ltd

D & E Cole

D & I Edward Ltd

D B & K M Johnson Farms LTD

D Crofskey

D E & M E Hines

D L & S J Deeming

Derrys Farm Ltd

Est of M F Blake & M Blake

Estate Charles Bailey

Estate of Elizabeth Paretuarangi

Ormsby

F W G & J P Stanbridge

G & C Came Ltd

G A Knight

G E & V E Cooper

G H & M J Savill

G L & G F Bell

Given Family Trust

Interlaken Farms Ltd

J & LM Van Burgsteden

Jascas Trust

Jaska Farm Trust

Kerenui Ltd

Kohi Partnership

Kopane Dairies

L J & B C Torr

L J & M Prictor

Lawson Road Farm Ltd

M G & A M Hurley

M G & M Uram

M J & T M Davies

Maken Milk Ltd

Manuka Ridge Limited

Mark A Mullan Trust

Marua Partnership

Massey University Farms

Matai Farms Ltd

Mattajude Family Trust

Maude Peak Farm Trust

Maxlands Farms Limited

Mead Family Farm Ltd

Milestone Trust

Milkwell Ltd

MJ & KL Family Trust

N & M Paton

N J & W A Vollebregt

N R Dilks

Ngahape Valley Farm Ltd

Okapua Farming Company Ltd

P D & J M Bish

P D & S S Sharpe

P H & W F Iorns

P J & M L Cotter

Pharlee Trust

Port Molyneux Dairies Limited

R & S Singh

R A & J L Hamilton

R W & R R O’Brien

Riverside Farms (Taranaki) Limited

Ruakiwi Dairies Limited

RVS Farming Ltd

Rye Downs Ltd

S B & Y M Thompson

Sabin & Co Ltd

Schorn Trust

Seven of Nine Ltd

Shawlink Ltd

Shenandoah Trust

Sisley Farms Ltd

T & C Brown Limited

T G & R J Wells

T R D Reesby

The Adare Company Limited

The Herewahine Trust

VBI Ltd

W & C Candy Trust

W R & Z W Kite

W W Olsen

Whitten Holdings Ltd

WP & A Moore

Gold continued

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

Thank you to all our farmers who have worked so hard to provide safe,

high-quality milk throughout the 2018/19 season. In addition to the

honour roll, we acknowledge the effort of all of our farmers who

work hard every day to produce the best possible milk.

FONTERRA ANNUAL REPORT 2019

21

Fonterra Dairy Woman
of the Year

Trish Rankin

Taranaki farmer, teacher and environmentalist

Trish Rankin was named 2019 Fonterra Dairy Woman

of the Year. The other finalists were also Co-op farmers –

Shareholders’ Councillors Julie Pirie and Emma Hammond

and former Shareholders’ Councillor Kylie Leonard.

Dairy Business

of the Year

Okaihau Pastoral Holdings Ltd

Northland’s Okaihau Pastoral Holdings won the 2019

Dairy Business of the Year title, an award judged on

financial performance, environmental performance

and people management. Runner up was River

Terrace Dairy Ltd from Ashburton.

Responsible Dairying Award

Damian and Jane Roper

Taranaki farmers Damian and Jane Roper won the 2019

Responsible Dairying Award receiving the newly created

John Wilson Memorial Trophy. The award recognises

dairy farmers who demonstrate leadership in their

approach to sustainability and who are respected by

their fellow farmers and their community for their

attitude and role in sustainable dairying.

This year, so many farmers have shown

great leadership in farming and have done

the industry proud, taking home several

national and regional titles.

Farmer

spotlight

OUR PEOPLE

FONTERRA ANNUAL REPORT 2019

22

New Zealand Share Farmer
of the Year

Colin and Isabella Beazley

Northland’s Colin and Isabella Beazley won the 2019

New Zealand Share Farmer of the Year title. Tokoroa

contract milkers Marc and Nia Jones were the runners-up

with Manawatu sharemilkers Thomas and Jemima

Bebbington third.

Ballance Farm

Environment Award

Adrian and Pauline Ball

Waikato farmers Adrian and Pauline Ball won the 2019

Ballance Farm Environment Awards, becoming the new

National Ambassadors for Sustainable Farming and

Growing and the recipients of the Gordon Stephenson

Trophy. Fellow Co-op farmers Nick and Nicky Dawson

from Hawke’s Bay and Fraser and Katherine McGougan

from the Bay of Plenty were national finalists after

winning their respective regions.

Young Farmer

of the Year Award

James ( Jimmy) Robertson

22-year-old Fonterra business graduate James ( Jimmy)

Robertson won the 2019 Young Farmer of the Year Award,

becoming the youngest ever winner of the iconic award

in its 51-year history. James, who grew up on a dairy farm

in Waikato, also took out the People's Choice Award.

Dairy Trainee of the Year

Nicola Blowey

Canterbury/North Otago’s Nicola Blowey, who is

originally from the UK, was named 2019 New Zealand

Dairy Trainee of the Year. Waikato’s Matt Dawson was

second with Central Plateau’s Harry Phipps third.

Our farmers have outdone themselves,

winning two of three national titles at

the NZ Dairy Industry Awards.

FONTERRA ANNUAL REPORT 2019

23

OUR PEOPLE
Employee

spotlight

Our Te Rapa tanker drivers

Act of kindness that means a lot

to a Co-op family

Our tanker drivers at Te Rapa depot have known Andrew

Oliver for 15 years and showed how special that relationship

is earlier this year. Andrew is the adult son of farmers

Ken and Deidre, and is one of only a handful of people

in the world with Fryns-Aftimos syndrome, a rare

chromosome condition.

For Andrew, many of his activities become habits. Seeing

the tankers collect the milk before bed-time is one of them.

If pick-ups were on the late-shift, that could mean he was

up until 2am, and that meant the same for Ken. The family

managed this for over a decade but when Diedre suffered a

minor stroke, Ken was struggling to keep the farm going

and surviving on three to four hours of sleep.

Desperate, Ken phoned Farm Source’s 0800 Service

Centre. When the depot heard of the challenges

Ken was having, the entire pick-up schedule for the

depot was changed.

Ken is now guaranteed a pick-up anywhere between

6.30pm and 8pm. Andrew draws a picture each night and

gives it to the tanker driver and they are put up on a wall

at the depot. Ken said the change in pick-up time has meant

a lot to the family.

“A big outfit like Fonterra doesn’t have to do that.

They simply could’ve ignored the request but no, they

came through and we’re very grateful.”

“ A big outfit like Fonterra

doesn’t have to do that.

They simply could’ve

ignored the request but

no, they came through

and we’re very grateful.”

Ken Oliver, farmer owner.

Image supplied by Tim Collins

and RNZ First Up.

FONTERRA ANNUAL REPORT 2019

24

Our Energy team
A small team guiding big changes

The co-firing of our Brightwater plant with biomass

this year is a milestone for Fonterra’s Energy Team,

charged with guiding Global Operations to meet its

target to reduce carbon emissions by 30% by 2030

and to be net zero by 2050.

The six-person team has deep experience in utilities,

operating, managing and controlling boilers, water

treatment plants, chemical engineering and lots of

experience with electricity. Led by Linda Thompson,

they are responsible for researching new and existing

technologies and assessing which are best suited

operationally and cost effectively to help achieve

the targets.

Brightwater was a prototype. The boiler there

was designed to burn coal and there was a lot

of discussion about whether they could achieve

what was wanted without causing problems with

operational performance. In the end, Brightwater

has shown key assumptions were correct and that

the technology works. The conversion slashes the

amount of coal used and cuts carbon emissions at

the site by around 2,400 tonnes a year – roughly

the same as taking 530 cars off the road. The job

now is to see how it can be replicated at other sites.

Ian Goldschmidt, General Manager Sustainability

and Resources, said the team is fully aware of how

important their work is. “It’s a huge responsibility.

There are some really good people in the team

and we also have the steering committee, with

a number of senior leaders on it, to support and

guide us. There’s some horsepower behind the

decisions we make.”

A trial at the Te Awamutu site to run its existing

coal boiler exclusively on wood pellets was also

completed this year. While it highlighted some

practical issues such as the volume of pellets

required and how to keep them dry, early indications

are it could reduce carbon emissions by around

84,000 tonnes per year, the equivalent of taking

18,500 cars off the road.

Our NZMP Team

Protein packed pantries

and a perfect partnership

In a collaboration that started in late 2018, the

global Sports and Active Lifestyle (SAL) teams and

Fonterra Research and Development Centre (FRDC)

in Palmerston North, New Zealand, have worked on

a project that will see household pantries across the

United States and Europe filling up with protein

fortified food mixes made from NZMP ingredients.

Protein is a key driver in the $200 billion global SAL

category, with annual growth of around 8%. Keeping

consumers’ nutrition needs top of mind, our SAL team

members in the United States and Europe led the drive

for these trends to shape FRDC’s innovation roadmap.

Consumer-led, market insights from the people who talk

to customers every day are key to FRDC as they review

the growing number of different food formats in which

protein is being consumed. The result in this case is more

than 15 different applications with nearly half a dozen

other ingredients reformatted or adapted, providing

a strong base to push further into the SAL category.

A team of eight worked on the project at FRDC and

with input from the SAL and in-market sales teams

were able to understand the needs of the market

and adapt as changes came through.

The United States, followed closely by Europe,

are the market leaders in the SAL category. In those

regions it’s not unusual to see protein fortified foods

on supermarket shelves amongst other products, not

just in the health food section or health food shops.

Protein bars are most popular with consumers at the

moment. It’s a market worth USD1.2 billion globally and

is growing at 14% CAGR. But there is increasing demand

for different ways to consume protein and the project will

see ingredients developed for use in pancake, brownie

and muffin home baking mixes through to ice cream.

Key considerations in development include taste,

texture, cohesiveness and flavour. Extensive tasting

sessions and working with sensory scientists is all

part of the process. Work continues to develop

further options to meet evolving consumer demands.

FONTERRA ANNUAL REPORT 2019

25

1. John Monaghan
2. Clinton Dines

3. Brent Goldsack

4. Leonie Guiney

5. Bruce Hassall

6. Simon Israel

7. Andrew Macfarlane

8. Peter McBride

9. John Nicholls

10. Donna Smit

11. Scott St John

1

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3

5

11

9

10

8

7

4

OUR PEOPLE

Board of Directors

FONTERRA ANNUAL REPORT 2019

26

1. John Monaghan
Board Responsibilities Farmer-elected Director,

Chairman, Chair of the Appointments and

Remuneration Committee

Term of Office Elected 2008, last re-elected 2017

John Monaghan was elected to the Fonterra Board

in 2008 and became Chairman in 2018. Prior to

joining the Fonterra Board, John was Chairman

of the Fonterra Shareholders’ Council and the

Inaugural Chair of the Governance Development

Programme. He is also a Director of Centreport

Limited and Centreport Properties Limited, and

is a member of the Executive Board of the

New Zealand China Council. John is a Chartered

Member of the Institute of Directors. He holds a

number of farming directorships and is a trustee

of the Wairarapa Irrigation Trust. John has dairy

farming interests in the Wairarapa and Otago

regions. John has taken a lead role in representing

Fonterra’s interests on global trade issues and has

strong networks domestically and internationally

with key stakeholders.

2. Clinton Dines

Board Responsibilities Appointed Director, Member

of the Appointments and Remuneration Committee

and the Safety and Risk Committee

Term of Office Appointed 2015

Clinton Dines was appointed to the Fonterra Board

in 2015. Clinton lived and worked in China for

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

China business. He has extensive experience as

an executive in China and Asia businesses and

has had an active career as a Non-Executive

Director, currently serving on the Boards of Port

of Newcastle, Sky Renewables Pty Limited and

Zanaga Iron Ore. He was Executive Chairman of

Caledonia Asia from 2010 to 2013, an investment

group in Asia, and is a Partner in Moreton Bay

Partners, a strategic advisory firm based in Brisbane.

He is an Adjunct Professor at Griffith University’s

Asia Institute and is a Member of the Griffith

University Council. Clinton has extensive

experience as a senior executive in China and

Asia businesses, including global manufacturing

and commodity businesses.

BA (Modern Asian Studies, Griffith), CIM, INSEAD

3. Brent Goldsack

Board Responsibilities Farmer-elected Director,

Chair of the Co-operative Relations Committee,

Member of the Safety and Risk Committee and the

Milk Price Panel

Term of Office Elected 2017

Brent Goldsack was elected to the Fonterra Board

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

New Zealand and abroad in various corporate

advisory roles, including being a Partner at PwC

for more than 12 years. Brent is a Chartered

Accountant. Brent currently chairs the Board

of Waitomo Group Limited and its subsidiaries.

Brent serves on the Board of Canterbury Grasslands

Limited. Brent is actively involved as a shareholder

of three dairy operations in the Waikato and has

shareholding interests in other dairy farms with

operations in both New Zealand and the United

States. In addition to his strong financial skills

and knowledge, Brent has particular expertise

in Fonterra’s Farmgate Milk Price and the drivers

of the Co-operative’s earnings.

BCA, CA

4. Leonie Guiney

Board Responsibilities Farmer-elected Director,

Chair of the Safety and Risk Committee, Member

of the Audit and Finance Committee

Term of Office Elected 2018

Leonie Guiney was elected to the Fonterra Board

in 2018. Leonie previously served on the Board

from 2014 to 2017. Leonie has worked in the

agriculture sector for more than 25 years in a

number of positions including lecturer of Dairy

Production at Lincoln University, consultant on the

BNZ Growth Programme for farmers and has held

roles with Golden Vale Dairy Co-operative in Ireland,

LIC and FarmRight South Island. Leonie lives and

farms at Fairlie in South Canterbury and is a director

and shareholder of four Canterbury farms and

Bobby Square Limited.

BAgrSci

5. Bruce Hassall

Board Responsibilities Appointed Director, Chair

of the Audit and Finance Committee, Member of

the Safety and Risk Committee and the Milk Price

Panel and is an observer on the Appointments and

Remuneration Committee

Term of Office Appointed 2017

Bruce Hassall was appointed to the Fonterra Board

in 2017. Bruce is a Chartered Accountant and has

had a 35-year career at PwC, including holding

the position of Chief Executive Officer of the

New Zealand practice from 2009 to 2016. Bruce

is Chairman of The Farmers Trading Company

Limited, Prolife Foods Limited and Fletcher Building

Limited and serves as a director on the Board

of Bank of New Zealand. He was previously a

member of the University of Auckland Business

School Advisory Board and was a founding Board

Member of the New Zealand China Council. Bruce

has extensive experience in financial reporting

information system processes, risk management,

business acquisitions, capital raising and IPOs

across both listed and private companies.

BCom, FCA (CAANZ)

6. Simon Israel

Board Responsibilities Appointed Director, Member

of the Appointments and Remuneration Committee

Term of Office Appointed 2013

Simon Israel was appointed to the Fonterra

Board in 2013. Simon currently chairs the Boards

of Singapore Telecommunications Limited and

Singapore Post Limited and is a member of the

Westpac Asia Advisory Board. He was an Executive

Director of Temasek Holdings for six years and

President from 2010 to 2011. Simon was a director

of Fraser & Neave, Neptune Orient Lines, Asia

Pacific Breweries, Griffin Foods, CapitaLand and

Frucor Beverage Group. He had 10 years’ experience

in the dairy industry with Danone as a Senior Vice

President and member of the Group Executive

Committee. He was conferred Knight in the Legion

of Honour by the French Government in 2007.

DipBusStud

7. Andrew Macfarlane

Board Responsibilities Farmer-elected Director,

Member of the Co-operative Relations Committee

and the Appointments and Remuneration Committee

Term of Office Elected 2017

Andy Macfarlane was elected to the Fonterra Board

in 2017. Andy was a farm management consultant

for 38 years. He is a Councillor of Lincoln University

and a Director of ANZCO. Andy is an active

member of the International Farm Management

Association (IFMA), Global Dairy Farmers and

New Zealand Institute of Primary Industry

Management (NZIPIM). Andy was previously a

Director of Ngai Tahu Farming Limited. He is the

Past President of the NZIPIM and chaired Deer

Industry New Zealand for seven years. Andy began

farming in 1989 and lives near Ashburton. He has

shareholding interests in the South Island. Andy

has a strong understanding of the governance

of research and development and innovation,

and has a particular interest in the strategic

use of technology in the dairy industry.

B.Agr.ScC

8. Peter McBride

Board Responsibilities Farmer-elected Director,

Member of the Audit and Finance Committee,

Co-operative Relations Committee and the

Governance Development Programme Committee

Term of Office Elected 2018

Peter McBride was elected to the Fonterra Board

in 2018. He is a member of the Zespri China

Advisory Board. Peter was previously the Chairman

and a Director of Zespri Group Limited and other

related companies. Peter is a Managing Director of

South-East Hort Limited and subsidiaries and Ellett

Beach Farms Joint Venture. He was previously a

Director of the New Zealand International Business

Forum and a member of the Executive Board of the

New Zealand China Council. Peter has shareholding

interests in the Waikato.

B. Horticulture, PG Dip Com Agribusiness

9. John Nicholls

Board Responsibilities Farmer-elected Director,

Member of the Co-operative Relations Committee

Term of Office Elected 2018

John Nicholls was elected to the Fonterra Board

in 2018. John previously served on the Fonterra

Shareholders’ Council from 2009 to 2011 and is

an experienced company Director. John is Chairman

of MHV Water (formally Mayfield Hinds Irrigation

Limited), New Zealand’s largest intergenerational

irrigation co-operative, and he also serves on other

local Boards. John has a Degree in Agriculture and

a Postgraduate Diploma in Agricultural Science.

He has shareholding interests in the South Island,

owning six dairy farms in mid Canterbury.

B.Agr, PG AgrSci

10. Donna Smit

Board Responsibilities Farmer-elected Director,

Member of the Audit and Finance Committee and

the Co-operative Relations Committee

Term of Office Elected 2016

Donna Smit was elected to the Fonterra Board

in December 2016. Donna serves on the Board

of the Manager of the Fonterra Shareholders’ Fund.

Donna lives and farms at Edgecumbe, and has

built and owns five dairy farms in Eastern

Bay of Plenty and Oamaru. Donna is a Director

of EastPack Limited and Kiwifruit Equities Limited

and a Trustee of the Dairy Women’s Network.

Donna is a Chartered Accountant and was a

company administrator at kiwifruit co-operative

EastPack for 24 years. Donna’s strong focus on

financial and risk management has been built

through her extensive business experience and

financial background, and complements her deep

dairy farming experience.

FCA

11. Scott St John

Board Responsibilities Appointed Director,

Chair of the Milk Price Panel and Member of

the Audit and Finance Committee and the Safety

and Risk Committee

Term of Office Appointed 2016

Scott St John was appointed to the Fonterra

Board in 2016. He was the CEO of First NZ Capital

(FNZC) for 15 years, stepping down from that role

in early 2017. Scott has served on the Council of

the University of Auckland since 2009 and was

appointed Chancellor in 2017. He is a Director

of Fisher and Paykel Healthcare and chairs their

Audit and Risk Committee. Scott also serves on the

Board of Mercury NZ Limited and NEXT Foundation.

Previous roles have included Chairman of the

Securities Industries Association, serving on the

Board of First NZ Capital and membership of both

the Capital Markets Development Taskforce and the

Financial Markets Authority Establishment Board.

B.Com, Diploma of Business

FONTERRA ANNUAL REPORT 2019

27

1
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5

2

23

4

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OUR PEOPLE

Management Team

1. Miles Hurrell

2. Marc Rivers

3. Deborah Capill

4. Mike Cronin

5. Robert Spurway

6. Judith Swales

7. Kelvin Wickham

FONTERRA ANNUAL REPORT 10fiff

28

1. Miles Hurrell
Chief Executive Officer

Miles Hurrell is the Chief Executive Officer of

Fonterra. His appointment as CEO in August 2018

follows a 19-year career with our Co-operative

which has spanned four continents. Miles is focused

on resetting the business and implementing our

Co-op’s new strategy to deliver sustainable value.

Prior to his appointment as CEO, Miles held the

role of Chief Operating Officer, Farm Source, with

responsibility for farmer services and engagement,

milk sourcing and the operation of New Zealand’s

70 Farm Source™ retail stores. Before this, Miles

held a number of leadership roles across our Co-op,

including Group Co-operative Affairs Director and

General Manager Middle East, Africa, Russia and

Eastern Europe where he led a period of sustained

growth across the region. Earlier in his career, Miles

worked as the General Manager of Global Sourcing

and oversaw the streamlining of our Co-operative’s

European operations. Miles has completed

management programmes at INSEAD (International

Executive Development), London Business School

(Finance), Kellogg’s North-Western University

(Global Sales) and the International Institute for

Management Development (Marketing).

2. Marc Rivers

Chief Financial Officer

Marc Rivers joined Fonterra in February 2018

as the Chief Financial Officer, responsible for

our Co-operative’s finances, procurement and

information systems. Marc is an experienced global

finance executive with strong strategic leadership

capability. Prior to joining Fonterra, Marc was

the CFO at Roche Pharmaceuticals Division in

Switzerland, with oversight of NZ$54 billion

in sales including 14 manufacturing sites around

the world. His division was responsible for product

distribution for 140 countries, focusing on the

innovation pipeline and customer and market

development. Marc has worked in both emerging

and established markets, including China, Japan,

Thailand, Europe and the US. Marc has a strong

track record and is known for his commitment to

leading and developing his people while building

diverse and inclusive teams. He has a Bachelor of

Arts in International Studies and an International

Masters of Business Administration, Finance and

German from the University of South Carolina,

Columbia, USA.

3. Deborah Capill

Managing Director, People and Culture

Deborah Capill joined Fonterra as Managing

Director People and Culture in February 2019.

She leads a team responsible for delivering

Fonterra’s people strategy, which includes

innovative solutions to attract, develop and

retain the best global talent and drive strong

engagement across our Co-operative’s 22,000

employees. With over 25 years’ global experience

in both strategic and operational Human Resources

roles, Deborah has previously worked for several

market-leading companies including Deutsche

Post DHL, Williams Lea Tag, NZI and Kodak NZ.

Her specialties include building organisation

capability and culture, extensive change management

experience, outsourcing, managing shared service

centres, organisation design, talent management,

executive management development and

compensation. Deborah has lived and worked

in Singapore, Belgium, Czech Republic, the

United Kingdom, Germany and New Zealand.

She is a New Zealander with a Bachelor of Science

Degree and Diplomas in Business Management

and Personnel Management.

4. Mike Cronin

Managing Director, Co-operative Affairs

Mike Cronin is the Managing Director Co-operative

Affairs, where he oversees Food Safety, Health

and Regulatory, Governance, Risk and Audit,

Farm Source, Sustainability, Global Stakeholder

Affairs, Maori Strategy, Communications, Legal,

and Purpose teams. Mike is also responsible

for co-ordinating the CEO’s office, the Fonterra

Management Team, and the Fonterra Board.

After joining Fonterra in 2002, Mike has worked

on many of Fonterra’s most significant projects,

including the buyback of the Anchor brand in

New Zealand, Trading Among Farmers, the

Governance and Representation Review, and

the refresh of the Fonterra Purpose. Prior to 2014

when he joined the Fonterra Management Team,

Mike was the General Manager of Strategy

Deployment and then Group Director Governance

and Legal. Mike has a Bachelor of Laws and Bachelor

of Arts from the University of Auckland.

5. Robert Spurway

Chief Operating Officer, Global Operations

Robert Spurway joined Fonterra in 2011. As Chief

Operating Officer, Global Operations, Robert

leads Fonterra’s global operations business and is

responsible for our Co-operative’s manufacturing

and supply chain operations in New Zealand

and around the world. In his previous role he

was responsible for overseeing milk collection,

manufacturing and logistics for our Co-operative’s

New Zealand milk supply. Prior to that, he was

Fonterra’s South Island Regional Operations

Manager. In this role, he oversaw the greenfield

development of our Co-operative’s Darfield site.

Robert has more than 25 years’ experience in the

food and dairy industries. After managing the

Northland Dairy Company’s Dargaville site, he

moved to Australia in 1999, where he held various

roles in Goodman Fielder Australia. From 2008

to 2011, Robert led two Australian food companies

before returning to New Zealand. Robert holds a

Bachelor of Engineering (Chemical and Materials).

6. Judith Swales

Chief Operating Officer, Global Consumer

and Food Service

Judith Swales leads Fonterra’s Global Consumer

and Foodservice business, responsible for delivering

innovative nutritional products and solutions to

consumers in over 80 countries. Prior to this she

led Fonterra’s innovation business unit, shaping

the future of Fonterra by harnessing innovation,

emerging technologies and game changing business

models, while embedding a performance driven

culture. Judith joined our Co-operative in 2013 as

Managing Director Australia and Fonterra Oceania,

where she led the successful turnaround of the

Australian business and oversaw Fonterra Brands

New Zealand. The daughter of a milkman, Judith

grew up helping her father on his daily milk run.

She has extensive experience in senior management

and business turnarounds, and prior to joining

Fonterra was the Managing Director of Heinz

Australia, and CEO and Managing Director of

Goodyear Dunlop, Australia and New Zealand.

Judith worked for a number of UK retailers which

culminated in her move to Australia in 2001 as

the Managing Director of Angus and Robertson.

She has served as a Non-Executive Director on the

DuluxGroup Board since April 2011 and is a Director

on the Global Dairy Platform Board. Judith has a

degree in Microbiology and Virology.

7. Kelvin Wickham

Chief Operating Officer, NZMP™

Kelvin Wickham leads the sales and marketing of

all Fonterra ingredients globally, delivering solutions

to our global customers, ensuring optimisation

of supply and demand, commodity price risk

management, and championing the NZMP™ brand.

Kelvin has more than 30 years’ experience in the

dairy industry and has played a key role in building

markets, customer relationships and partnerships.

His previous role of President Greater China and

India focused on directing the development of

Fonterra’s business in these expanding markets,

during which he oversaw a period of rapid growth.

Prior to that, Kelvin led Fonterra’s Supplier and

External Relations team, and was Managing Director

of Fonterra’s Global Trade overseeing the launch of

GlobalDairyTrade. From 2005 to 2007 he was the

Director of Sales and Operations Planning. Kelvin

holds a Chemical and Materials Engineering Degree,

a Master of Management and a Diploma of Dairy

Science and Technology.

FONTERRA ANNUAL REPORT 2019

29

Summer
Hot and dry summer in

New Zealand, drought in Australia

OUR YEAR THAT’S BEEN

Looking back at some of the big moments

across our business over the last year.

Our year

in review

May 2018

2018/19 season opens with a

forecast Farmgate Milk Price

of $7.00 per kgMS

July 2018

John Monaghan

becomes Chairman

September 2018

We outline three

immediate steps to

lift performance: Take

stock of the business,

get the basics right

and ensure more

accurate forecasting

October 2018

Introduced a forecast

Farmgate Milk Price range

and revised down the

forecast milk price to

$6.25-$6.50 per kgMS

We drop our volume

ambition, refocus the

business on value and set

clear cost saving targets

August 2018

Miles Hurrell steps into

the role of interim CEO

2018/19 forecast Farmgate

Milk Price revised down

to $6.75 per kgMS

November 2018

Our Brightwater site

begins co-firing its coal

boiler on wood biomass

December 2018

2018/19 forecast

Farmgate Milk Price

range revised down to

$6.00-$6.30 per kgMS

We announce the

Fixed Milk Price

scheme to help our

farmers gain better

certainty of what

they will be paid

for their milk

Spring

Good pasture growth leads

to strong start to season

FONTERRA ANNUAL REPORT 2019

30

July 2019
We put a stop to installing

any new coal boilers

or increasing capacity

to burn coal

We set new waste targets

of zero solid waste to

landfill by 2025 and 100%

recyclable, reusable or

compostable packaging

by 2025

SummerAutumn

Dry in some regions

May 2019

We sell Tip Top to global

ice cream company Froneri

We announce that we are

closing our Dennington

site in Australia

2018/19 forecast Farmgate

Milk Price range narrows

to $6.30 - $6.40 per kgMS

Forecast earnings per

share range revised down

to 10-15 cents

We announce a strategic

review of our farm-hubs

in China and that we are

reviewing ownership of

our DPA Brazil joint venture

March 2019

Miles Hurrell becomes

permanent CEO

We sell our interest in

Venezuelan consumer joint

venture Corporacion Inlaca

We start a sales process

for our 50% share of

DFE Pharma

January 2019

John Wilson passed

away (retired from

Board November 2018)

April 2019

The Co-operative

Difference launches,

helping our farmer owners

know what is expected

now and in the future

MPI sets three national

goals to eradicate

Mycoplasma bovis

Trialled wood pellets

in our Te Awamutu

site’s boiler

February 2019

We buy a stake in US based

food company, Motif

Ingredients, a company

developing and commercialising

bio-engineered animal and

food ingredients

2018/19 forecast Farmgate

Milk Price range increases

to $6.30-$6.60 per kgMS

FY19 forecast earnings per

share revised down to 15-25

cents and we announce a full

strategic review is underway

June 2019

We announce the

sale of our interest

in foodspring

FONTERRA ANNUAL REPORT 2019

31

OUR YEAR THAT'S BEEN
Our

Approach

Embedding sustainability at the heart of

everything we do is a strategic priority.

We’re a business built from farms passed down from one

generation to the next, and that means ensuring the land

and natural bounty of our country are preserved for

generations to come.

By improving how we dairy, we believe we can make a more

positive impact on the world. That means caring about

nutrition, our environment, and our communities.

Nutrition:

Improving health and wellbeing through the

products and services we deliver.

Environment:

Achieving a healthy environment for

farming and society.

Community:

Delivering prosperity for our farmers and

wider communities.

Fonterra supports the United Nations’ Sustainable

Development Goals and we have prioritised ten goals where

we believe we can make the most difference. We are joining

forces across sectors and society to contribute to a healthier

planet and the lifestyles of the people on it.

The Board of Directors has formed a Sustainability

Advisory Panel to challenge and guide us as we embed

sustainability into our business. The six external experts are:

Sir Rob Fenwick, Bridget Coates, Paul Gilding, Michelle Pye,

Hugh Logan and Aroha Mead.

Address public health challenges by improving the

nutritional profile of our products and promoting

healthy diets.

Improve access to adequate nutrition by developing

affordable products tailored to specific nutritional

needs of communities.

Improve the wellbeing of individuals by leading

innovation in advanced dairy nutritional products

to address specific health needs.

FY19 delivery


Launch a new affordable product.


Continue to reformulate products to

nutritional guidelines.

Continue to rollout electronic product traceability.

Targets


2019: 100% sites certified to leading Food

Safety and Quality (FSQ) levels.

1


2020: 75% of our product portfolio meets endorsed

nutrition guidelines.

2025: 100% of our product portfolio meets

endorsed nutrition guidelines.

Long-term contribution

On-track.

Behind plan.

Nutrition

1 94% of sites globally are already certified.

FONTERRA ANNUAL REPORT 2019

32

FY19 delivery

Halve the gender pay gap for New Zealand

employees from 2% to 1%.


Continue to deliver free portions of dairy

nutrition for New Zealand children.

Deliver earnings per share forecast.

Support healthy, sustainable livelihoods for our

farmers by returning the most value from every drop

of milk by moving more of our milk to higher value.

Provide positive livelihoods for our people by

developing a diverse, skilled and agile workforce and

promoting a healthy and safe working environment.

Invest in the future of our communities by sharing

what we do best and building farming capability in

key emerging dairy markets.

Long-term contribution

Targets


Continue to invest in community programmes

in key markets.


World-class injury prevention

(total recordable injury frequency rate).

World-class engagement.

Return on capital above our weighted average

cost of capital.

FY19 delivery


Deliver another 1,000 FEPs.


Commission biomass co-firing at Brightwater.

Establish global targets for waste reduction.

Improve the health and biodiversity of our land

and waters by reducing the impacts of farming and

manufacturing, and working in partnership with others.

Lead the transition to a low-carbon future by

investing in innovation and infrastructure to remove

greenhouse gas emissions from our supply chain.

Meet the growing nutritional demand through

improvements in productivity and minimising waste

from farm to consumer.

Long-term contribution

CommunityEnvironment

Targets


2025: All farms have an FEP.


2026: All sites treating wastewater to leading

industry standards.

2030: Climate neutral growth for farming.

2030: 30% reduction in GHG emissions for

manufacturing operations.

2050: Net zero emissions for manufacturing operations.

FONTERRA ANNUAL REPORT 2019

33

Providing nutrition
Anmit™, our affordable

nutrition pilot in Ethiopia,

is ready in just two

minutes. Mins.

2

We extended our

range of Mozzarella cheeses.

We expanded our range of

Soprole Protein

+

products.

Protein innovation

Soprole™ Protein+ Plain

yoghurt was voted by

consumers as the Product

of the Year for innovation.No.1

Anchor™ Greek yoghurt provides

a source of protein and calcium.

We launched two probiotics

into the sports and active lifestyle market.

FONTERRA ANNUAL REPORT 2019

34

OUR YEAR THAT'S BEEN
Nutrition

Our products can help improve the health and

wellbeing of people around the world.

Here’s a snapshot of how we helped this year.

Soprole™ Protein

+

In Chile, we have continued to expand our range of

Soprole™ Protein+ products this year with four new

varieties hitting supermarket shelves. These products offer

higher levels of quality dairy protein and help consumers

spread their consumption of protein throughout the day.

Protein

+

Plain yoghurt was voted by consumers as the

Product of the Year for innovation.

In New Zealand, we have also continued to expand our

range of Anchor™ Protein

+

products. Protein has a key

role in maintaining bones, muscles, cartilage and skin.

Anchor™ Greek Yoghurt

In New Zealand we launched a new range of Anchor™

Greek yoghurt. It is made with authentic Greek cultures

and provides a source of protein and calcium. The natural

unsweetened variety has no added sugars and all varieties

earn top scores of 4.5 or 5 stars in the Health Star

Rating scheme.

Anmit™ – Affordable nutrition

We started piloting an affordable nutrition product in

Ethiopia this year called Anmit,™ an abbreviation of

Anchor™ and Atmit. Atmit is an Ethiopean grain and dairy

mixture like a drinkable porridge that can take up to

a week to prepare, but our Anmit™ delivers the goodness

in just two minutes. Developed with local stakeholders,

including the Ethiopian Food and Nutrition Society, it is

fortified with nutrients tailored to local needs and

delivered at an affordable price.

NZMP™ NutriWhite Dairy-Based Powder

In Africa and South-East Asia it’s sometimes difficult for

low-income families to buy affordable, quality food. Their

diets are often lacking in essential micronutrients. That’s

why we developed NZMP NutriWhite – an affordable,

nutritionally-fortified dairy-based powder – which is

designed for adding to tea and coffee. It’s fortifed with

Iron, Zinc, Calcium and Vitamins A, C and D, and also

tastes good.

NZMP™ Mozzarella Range

We have extended our range of Mozzarella cheeses to meet

the needs of different customers. These include a premium

variety right through to a cost-effective option, and some

options that meet specific criteria – such as reduced salt.

Salt is a vital ingredient in cheese-making. It adds flavour,

helps with ripening and works as a natural preservative.

Reducing salt is not easy and requires specific know-how,

but by doing so means our customers can offer reduced

salt options in their product ranges.

NZMP™ SureStart™ MFGM Lipid 70

Our latest innovative paediatric ingredient was

launched at Health Ingredients Europe in November 2018.

The benefits of MFGM Lipid 70 are backed by science

which suggests there is a role supporting infant brain

development and cognition, when used in infant formula

products. Our ability to manufacture this ingredient at

multiple sites gives our customers confidence we can

supply the quantities they need.

NZMP™ Lifestyle Probiotics

We launched two NZMP probiotics into the sports and

active lifestyle market this year. LactoB 001 (HN001™)

and Bifido 019 (HN019™) were originally discovered

in New Zealand dairy cultures. After extensive clinical

research, we have commercialised these to help people

improve their digestive health and immunity. Our

specialised processing techniques mean we can offer

customers a longer shelf-life in some applications.

FONTERRA ANNUAL REPORT 2019

35

OUR YEAR THAT'S BEEN
Environment

Water and Biodiversity

Healthy freshwater and ecosystems are essential

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

communities where we live, work and farm.

Farming

On farm, we are helping farmers establish Farm

Environment Plans (FEPs) which include a range

of prioritised improvements unique to their farm

(see Working with our farmers section). To support this

we have developed a new nitrogen scorecard. Nitrogen

loss risk is calculated across six farm management

practices to help farmers further reduce the risk

of nitrogen loss.

Sustainable water catchments require collaboration

to help protect and regenerate waterways, and meet

the environmental aspirations of local communities.

Through our Living Water partnership with the Department

of Conservation we are identifying game-changing and

scalable solutions. In addition, we are supporting farmers,

local iwi and community groups to deliver initiativies

prioritised by the community. For example, in Canterbury

an electric barrier is protecting endangered Mudfish from

predators, in Northland work is underway to protect

Whitebait habitat, and in other regions there are multiple

wetland restoration projects.

Manufacturing

Our new target is to improve water efficiency at

manufacturing sites in water-stressed regions by 30%

by 2030 and continuously improve water efficiency

at all other sites.

To achieve this, there are a large number of initiatives

underway across our manufacturing sites. For example,

at Edendale, by capturing the steam generated by one

of the driers and treating it appropriately, we can reuse

it instead of using fresh water. This means we draw less

water from the aquifer and have less wastewater to treat.

We estimated this initiative saved between 700-750m

3


water per day in February when it went live, and can save

about 1,000m

3

water per day in optimal operating conditions.

Climate Change

Climate change is a global environmental, economic

and social challenge, and we support a transition to a

low-carbon economy.

Farming

Over the last 25 years, by improving the efficiency of their

farming operations, New Zealand farmers have reduced

on-farm emissions intensity by about 20%.

1

Owl Farm near Hamilton, a Fonterra farmer and DairyNZ

partnership farm, has reduced Green House Gas (GHG)

emissions by 8% and lifted operating profit by 14% through

improved management practices over the last two years.

Achieving this is challenging and relies on highly-skilled

farm management and high-quality data to support

decision-making. To support our farmers, we have been

working on a trial of farm-specific GHG reporting and

our goal is for all our New Zealand famers to have a

report by the end of 2020.

Manufacturing

For our global manufacturing operations, our targets are

to reduce our GHG emissions by 30% by 2030 and achieve

net zero emissions by 2050.

All sites are focused on energy efficiency. It makes good

economic sense, it helps reduce our emissions and will

help our transition to low carbon fuel sources. Looking

for alternative fuel sources, however, is the key to

emissions reduction.

At Brightwater, we converted the boiler so it can co-fire

wood biomass with coal. It went live in November 2018,

reducing GHG emissions by about 480 tonnes CO

2

-e

during FY19.

Building on the lessons learned at Brightwater, we

completed a successful trial at Te Awamutu where we

converted the coal boiler to burn wood pellets and

tested for three days. We are working to ensure security

and quality of the wood pellet supply, but at this stage

it is estimated that moving to this solution would reduce

annual emissions by 84,000 tonnes CO

2

-e.

1 Interim Climate Change Committee (2019). Action on Agricultural Emissions (p26).

FONTERRA ANNUAL REPORT 2019

36

Nicki Atkinson setting a net at Waituna Lagoon
as part of our Living Water partnership.

New packaging target

New waste target

On-Farm emissions

100% recyclable,

reusable or

compostable

packaging by 2025.

Zero solid waste to

landfill from our

sites by 2025.

In the last 25 years,

New Zealand farmers

have reduced on-farm

emissions by 20%.

100%

Zero

20%

The Fonterra Australia packaging team with

a bench made from recycled soft plastics.

FONTERRA ANNUAL REPORT +

37

Open Gates
Milk for Schools

KickStart Breakfast

More than 8,000

people visited Fonterra

farms throughout

New Zealand.

Fonterra farmers

provided 18 million

portions of milk this year

to 140,000 children.

In the last 10 years more

than 30 million breakfasts

have been served.

Fonterra Milk for Schools

competition winners at Mossburn

School got a special visitor.

8,000

18m

30m

A tanker up close

at Open Gates.

Open Gates visitors get a chance

for some photos on farm.

Enjoying Kickstart Breakfast Club

at Putaruru Primary School.

FONTERRA ANNUAL REPORT 2019

38

OUR YEAR THAT'S BEEN
Community

Caring for people is at the core

of our Co-operative.

At Fonterra, we contribute to three

interconnected communities:

• The people who own and work on the farms that

supply us with milk, and others who work in the

end-to-end supply chain providing us with goods

and services.

• The people who are employed by Fonterra,

all around the world.

• The people in the communities where we live and work.

Caring for our people

We want all our people to be healthy, live a balanced life

and to go home from work safely every day. This year

we reduced our injury rate to 4.9 per million work hours,

a level which is considered world class for our industry.

Tragically however, a member of staff lost their life on

one of our China farms and serious harm injuries

increased from 14 to 18. For all fatalities and serious

injuries we conduct investigations to identify root

causes and take the necessary corrective actions.

We also recognise the importance of a diverse and inclusive

workforce. Our LGBTTI+ (lesbian, gay, bisexual, transgender,

takatāpui, intersex) friends and allies network has helped

us make good progress towards achieving Rainbow Tick

accreditation in New Zealand and we launched new

e-learning modules on diversity and unconscious bias.

Connecting our communities – Open Gates

We expanded our Open Gates programme. It gives

the public a chance to see what goes on behind farm

and factory gates. It’s about openness, engagement

and education.

More than 8,000 people visited 16 shareholders’ farms

throughout New Zealand to learn how our farmers care

for their animals and the environment. It’s an opportunity

for Kiwis to experience a working dairy farm, chat with

farmers, see cows being milked and check out the

technology on a Fonterra milk tanker.

Our Te Rapa, Darfield and Edendale sites also opened

their gates, welcoming almost 3,000 visitors to see

how we turn raw milk into high-quality nutritious food.

In-school Programmes

Fonterra Milk for Schools

Active in almost 1,400 schools, with around 140,000

children taking part every day, Fonterra farmers provided

18 million portions of milk this year. To celebrate back

to school in 2019, schools were invited to nominate their

local community hero. The winners were Rangikura School

in Porirua, Mossburn School in Southland and Auckland’s

Willowbank School, who all received a visit from Fonterra

Ambassador and former All Black captain, Richie McCaw.

KickStart Breakfast

This year, KickStart Breakfast grew to over 1,000 clubs

with more than 30,000 Kiwi kids participating. In the last

10 years, more than 30 million breakfasts have been served

through the programme, a partnership with Sanitarium

and the Ministry of Social Development. The clubs not

only provide kids with a healthy breakfast to kick-start

their school day, they also help students develop social

skills and take on extra responsibilities.

Caring for communities through

social procurement

We joined other leading organisations and signed

up as founding members of New Zealand’s first social

procurement buyer group. Established by the Ākina

Foundation, the Fwd: platform connects procurement

teams with social enterprises that have a positive impact

on society as they deliver various goods and services.

It gives us another way to do good through our

business activities.









TRIFR (per million work hours)

FY

.

FY

.

FY

.

FY

.

FY

.

FY

.

FY

.

FY

.



FYFY

.

.

Total recordable injury frequency rate

FONTERRA ANNUAL REPORT 2019

39

OUR PERFORMANCE
Group

Financial

Metrics

,

,

,

,

kgMS (millions)

Milk Collection

  

,

.

.

.

.6.

 Farmgate Milk Price Dividend











...

Total Cash Payout

.

.

.

.

.

.

IngredientsConsumer and Foodservice

Sales Volume (LME bn)



.

.

.

.

.

.

.

.

.
.

.

.
.

. .


  


 



,,,,,



Consumer and Foodservice (LME m)

Advanced Ingredients (LME m)



As  of Total LMEs

 

Volume to Higher Value



,









,,,

These charts have been

selected to represent

the financial metrics for

Fonterra, to provide an

historical summary of

our performance.

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

2 Advanced Ingredients split only from 2016.

3 Advanced Ingredients and Consumer and Foodservice

products as a percentage of total LMEs.

FONTERRA ANNUAL REPORT 2019

40


EPS (cents)Dividend Yield

Dividend Yield and Normalised EPS



.




.

.


.

6.


Return on Capital

(including intangibles and EAI


)

.

.

.

.

.





,













 (millions)

CAPEX



,



,

.



,

.



,

.



,

..

 GM (millions) GM LME

Normalised Gross Margin

 EBIT (millions)

 EBITLME

 


.



,

.

 

,

.

 



.



.

Normalised EBIT

Gearing DebtEBITDA

Leverage

.

.x

.

.

.

.x

.x

.x

.

.x


  





















Working Capital Days



(,)



,









,

 Free Cash Flow (millions)

Free Cash Flow

4 The way in which Ingredients presents certain inter-segment

sales between Ingredients and Foodservice was revised in FY19.

This increased FY19 Advanced Ingredients sales volumes for the

12 months ended 31 July 2019 by 946 million LMEs.

5 Equity accounted investments.

6 Capital expenditure comprises purchases of property (less specific

disposals where there is an obligation to repurchase), plant and

equipment and intangible assets, and net purchases of livestock.

FONTERRA ANNUAL REPORT 2019

41

The performance of the largest part of our business,
New Zealand Ingredients, improved on last year with

increased sales and lower operating expenses contributing

to higher normalised earnings before interest and tax (EBIT).

Our global Foodservice business also improved on last year

with normalised gross margin up 10%. This was despite

lower sales volumes, following a slow start to butter sales

in Greater China and Asia. Key areas of challenge in the

business included Australia Ingredients, the ingredients

and consumer businesses in Latin America and the

consumer businesses in Sri Lanka, Hong Kong and

New Zealand. These challenges were the main reasons

our normalised gross margin was down $137 million,

or 4%, on the previous year, but were largely offset by

normalised operating expenses decreasing by $185 million.

‘Other income’ declined due to lower one-off gains than the

previous year, and as a result our normalised EBIT declined

9% to $819 million, from $902 million the previous year.

1 Percentages as shown in tables may not align to the calculation based on

numbers in the tables due to rounding.

2 Refer to note 2 of the Notes to the Financial Statements.

3 Includes other operating income, net foreign exchange gain/(loss) and share

of equity accounted investees.

4 Debt payback ratio is economic net interest bearing debt divided by earnings

before interest, tax, depreciation and amortisation (known as Debt/EBITDA).

Both Debt and EBITDA are adjusted, from reported amounts, for the impact

of operating leases, certain normalisations and non-cash amounts.

5 Gearing ratio is economic net interest bearing debt divided by total capital.

Total capital is equity excluding the hedge reserves, plus economic net

interest bearing debt.

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

divided by capital employed including brands, goodwill and equity-accounted

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

accounted investments was 7.6% (31 July 2018: 8.0%).

7 Includes asset divestments.

OUR PERFORMANCE

Group

Overview

New Zealand Ingredients and our Foodservice business

improved on last year but were offset by challenges

in some markets, and significant impairments and

one-off items, resulting in a net loss. Cash flow

improved significantly and solid progress was made

on reducing expenditure and decreasing debt.

FOR THE YEAR ENDED

NZD MILLION31 JULY 201931 JULY 2018CHANGE

1

Volume (LME, billion)21.922.2(2)%

Volume (’000 MT)4,1394,1230%

Sales revenue20,11420,438(2)%

Normalised gross margin

2

3,0153,152(4)%

Normalised gross margin

percentage15.0%15.4%–

Other income and other

3

115246(53)%

Reported operating

expenses(2,905)(3,097)(6)%

Normalised operating

expenses

2

(2,311)(2,496)(7)%

Reported EBIT(10)262(104)%

Normalised EBIT

2

819902(9)%

Net finance costs(418)(416) (1)%

Reported tax expense(177)(42)(321)%

Net loss after tax(605)(196)(210)%

Reported earnings

per share (cents)(0.35)(0.14)(153)%

Normalised earnings

per share

2

(cents)0.170.24(29)%

Dividend per share (cents)–10–

Adjusted debt to

EBITDA

4

(ratio)4.3x4.5x

Gearing ratio

5

48.2%48.4%

Return on capital

6

5.8%6.3%

Free cash flow

7

1,09560083%

Capital expenditure600861(30)%

FONTERRA ANNUAL REPORT 2019

42

Net Loss After Tax
Normalised EBIT

$

605 m

$

819 m

Return on Capital

Normalised Earnings Per Share

5.8

%

0.17 c

from

6.3%

29%

9%

There were also some significant one-off items. These

totalled $829 million before tax, and increasing to

$885 million after tax. Of this amount, $59 million was

attributable to non-controlling interests and the net

amount attributable to equity holders is $826 million.

This included impairing the carrying values of some assets

and other one-off accounting adjustments, the most

significant being DPA Brazil, our Venezuelan consumer

business, China Farms and our New Zealand consumer

business. While they do not impact the day to day

operations of the business, they are reported in the Income

Statement and as a result we have reported a Net Loss

After Tax of $605 million. After adjusting for non-controlling

interests, this represented 35 cents per share.

Our continued focus on financial discipline has resulted in a

reduction in normalised operating expenses of $185 million,

or 7%, and capital expenditure reducing by $261 million

to $600 million. Combined with improved trade working

capital and divestments, our free cash flow improved

significantly and debt reduced by $469 million. Following

the recently announced sale of our holding in foodspring™,

and DFE Pharma for cash proceeds of $0.6 billion, our debt

is forecast to be reduced further in the next financial year.

While good progress has been made on improving cash flow

and reducing debt, given the disappointing earnings and

significant one-off items we decided not to pay a dividend

this year.

FONTERRA ANNUAL REPORT 2019

43

OUR PERFORMANCE
Group Overview CONTINUED

New Zealand milk collection for the 2018/19 season was

1,523 million kgMS, up 1.2% compared to the previous

season. This was a result of the first half of the season

benefiting from favourable weather conditions compared

with last season. Our sales volume of Liquid Milk

Equivalents (LME) was down 2% from 22.2 billion LME

last year to 21.9 billion LME, mainly due to lower butter

sales volume in Foodservice. On a metric tonne basis, sales

volume increased 15,000MT on last year.

Fonterra’s total sales revenue declined by 2% to $20.1 billion,

mainly due to product mix.

Our group normalised gross margin percentage reduced

from 15.4% last year to 15.0%, predominantly due to reduced

margin from the challenges in Australia Ingredients, Latin

America and some of our Consumer markets.

In our Ingredients business, New Zealand Ingredients’ gross

margin performance improved from last year but was offset

by Australia Ingredients, which was significantly down

on last year due to drought, reduced domestic milk

supply and intense competition. As a result, Ingredients

normalised gross margin was down 3% to $1,427 million.

Ingredients’ normalised operating expenses were down

but not sufficient to offset Australia’s significantly reduced

gross margin, resulting in normalised EBIT down 8% from

$879 million to $811 million.

Foodservice normalised gross margin increased 10%,

mainly due to improved prices and product mix.

Overall, Consumer normalised gross margin was down

8% due to the challenges predominantly in Latin America,

Sri Lanka and Hong Kong. As a result, total Consumer

and Foodservice normalised EBIT was down 14% on last

year from $525 million to $450 million. Consumer and

Foodservice improved its performance in the second

half relative to the first half, as both Greater China and

Latin America recovered from a slow start, with 70%

of earnings generated in the second half. Greater China

performance reflected strong demand for Anchor Food

Professionals™ UHT milk and Anchor Food Professionals™

culinary cream. However, high in-market butter inventories

impacted our sales volume and margins during the first

half of the year.

Our Oceania Consumer and Foodservice business

improved over last year, particularly across all core

categories in our Australia Consumer business. This was

offset by our performance in Latin America, with Soprole

being impacted by a ‘buy local’ marketing campaign,

which impacted the sales of a number of foreign owned

companies. Latin America has recovered to more normal

performance levels in the final quarter of 2019, with nearly

three quarters of Latin America’s 2019 earnings generated

in the fourth quarter.

The performance of our two Fonterra-owned farming hubs in

China improved, however, the joint venture farms increased

their losses as they go through the start-up phase. We are

continuing to see improvement in the average price our

Ingredients business has been achieving for milk from our

China Farms, with 39% of our revenue from milk sold for

more than 4RMB versus 19% in 2018. But it is still less than

what Ingredients buys it for. Our end-to-end China Farms

operation recorded a total loss of $30 million, compared to

a loss of $38 million last year.

With our continued focus on financial discipline, we

have made good progress on reducing our expenditure.

Our normalised operating costs were $2,311 million

this year, $185 million below the previous year, and we

intend to continue reducing these further. We also made

significant progress reducing our capital expenditure.

We set ourselves a target to reduce our capital expenditure

by $200 million this year. We achieved a $261 million

reduction, with capital expenditure decreasing from

$861 million last year to $600 million.

Our net finance costs were in line with the previous

year but our tax expense increased by $135 million, from

$42 million last year to $177 million. This was mainly due

to the derecognition of the deferred tax asset from our

joint venture in Brazil.

While our earnings performance has been disappointing,

our cash flows and liquidity are strong and contribute to

the strength of our balance sheet. This year, our free cash flow,

being the cash flow that is available to pay interest and

dividends and to reduce debt, increased by $495 million

to $1,095 million. The main reasons for this were lower

capital expenditure, and proceeds from divestments,

combined with our continued strong controls on working

capital, with working capital days unchanged at 83 days.

FONTERRA ANNUAL REPORT 2019

44

FONTERRA ANNUAL REPORT 2018
With the improved free cash flow, we reduced our economic

net interest bearing debt by $469 million. This was less

than our target of $800 million by 31 July 2019, but with

continued financial discipline and the proceeds from

the divestment of our interests in foodspring™, and in

DFE Pharma, and our plan to sell some of our shares in

Beingmate, we are confident that we will reduce our debt

and leverage to within our target ranges.

As a result of the full business review, it became clear that

Fonterra needed to reduce the carrying value of several

of its assets and take account of other one-off accounting

adjustments. These totalled $829 million before tax, and

increasing to $885 million after tax. Of this amount, $59

million was attributable to non-controlling interests and the

net amount attributable to equity holders is $826 million.

Our carrying value of DPA Brazil has been impaired by

$149 million before tax and $259 million after tax, of which

$200 million is attributable to equity holders. This change is

mainly due to the economic conditions in Brazil and business

performance recovering slower than previously forecast.

As a result of the sale of our Venezuelan consumer

business, and the closing of our small Venezuelan

Ingredients business, we made an accounting adjustment

of $134 million relating primarily to the release of the

adverse accumulated foreign currency translation reserve.

Our carrying value for China Farms was impaired

by $203 million due to the slower than expected

improvement in operating performance.

In our New Zealand Consumer business, the impact of

the strategy review is a $244 million loss before tax and

a $210 million loss after tax. This is due to the accounting

loss on disposal from selling Tip Top, and impairment of

the consumer business assets reflecting the compounding

effect of operational challenges, along with a slower than

planned recovery in our market share.

Our Australian Ingredients business is adapting to lower

milk collections. As a result we announced the closure

of our Dennington factory, which combined with other

restructuring costs, saw a one-off adverse impact of

$68 million before tax and $50 million after tax.

Normalised Operating Expenses

Free Cash Flow

2,311 m

1,095 m

$

$

600m

$

Capital Expenditure

Our continued focus

on financial discipline

has contributed to

the strength of our

balance sheet.

7%

83%

30%

FONTERRA ANNUAL REPORT 2019

45

OUR PERFORMANCE
New Zealand milk collection for the 2018/19 season was

1,523 million kgMS, up 1.2% compared to the previous

season. This was mainly because of favourable weather

conditions in the first half, resulting in higher peak day

collections. However, less favourable on-farm conditions

in the second half meant collections were down in the

second half compared to last season; the net result being

collections were up 18 million kgMS on last season.

As noted in the 2019 Interim Report, volume and

sales revenue for Ingredients in FY19 now includes all

inter-segment sales, whereas previously some sales to

Foodservice were only shown in Foodservice. This was

due to the way in which Ingredients presents certain

inter-segment sales between Ingredients and Foodservice

being revised in 2019. The change increased Ingredients’

sales volumes for the 12 months ended 31 July 2019 by

1.1 billion LME and 188,000MT, and increased sales revenue

by $901 million. This change had no impact to the reported

gross margin for the Ingredients or Foodservice businesses.

Therefore on a like for like basis, total sales volumes and

revenue were down from last year due mainly to lower sales

in Australia Ingredients and product mix changes.

Overall, our Ingredients’ normalised gross margin was down

from 9.0% to 8.4% and in dollar terms it declined 3% to

$1,427 million, largely due to challenges in our Australian

Ingredients business. Lower operating expenses, down $73

million to $735 million, were not enough to offset Australia’s

performance and lower ‘other operating income’, resulting

in Ingredients’ normalised EBIT declining 8% to $811 million.

Normalised New Zealand Ingredients’ gross margin

increased 3% to $1,332 million. We have seen favourable

pricing within both the reference and non-reference

portfolios, with higher price premiums achieved from global

accounts and government tenders and favourable price

relativities achieved in the non-reference portfolio.

New Zealand Ingredients’ performance improved on

last year. However, our normalised EBIT declined 8% to

$811 million due to ongoing challenges in our offshore

businesses – Australia Ingredients and Prolesur in Chile.

Summary Financials

Ingredients

1 Percentages as shown in tables may not align to the calculation based on

numbers in the tables due to rounding.

2 China raw milk gross margin represents the net benefit/(loss) from the external

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

in China at an internal raw milk price.

FOR THE YEAR ENDED

NZD MILLION31 JULY 201931 JULY 2018CHANGE

1

Volume (LME, billion)21.420.54%

Volume (’000 MT)3,1712,9866%

Sales revenue17,03516,3064%

Normalised total

gross margin1,4271,472(3)%

Normalised New Zealand

Ingredients 1,3321,2973%

– New Zealand

Reference products62655513%

– New Zealand

Non-reference products701791(11)%

– China raw milk

2

(19)(30)37%

– Other gross margin24(19)225%

Normalised Australia

Ingredients1077(87)%

Other gross margin8598(13)%

Normalised EBIT811879(8)%

Gross margin ($ per MT) – New Zealand Ingredients

Reference products

($ per MT)3363099%

Non-reference products

($ per MT)9051,275(29)%

FONTERRA ANNUAL REPORT 2019

46


This was because the average price for non-reference

products decreased less than the fall in reference product

pricing. New Zealand Ingredients’ favourable pricing was

partially offset by higher conversion costs associated

with bringing new plants online and additional costs

of processing larger volumes of milk at peak. The gross

margin on our reference products was $626 million, up

13% on last year reflecting the lower cost of fat following a

decline during the year in fat prices. The gross margin for

non-reference products was $701 million, down 11% on

the year before due to the increased cost of protein.

Our New Zealand Ingredients business also benefited from

improved ‘other gross margin’, predominantly in its global

sourcing business due to favourable commodity prices.

The New Zealand Ingredients’ gross margin was also

impacted by a $19 million loss representing the difference

between the domestic milk price and the internal raw

milk price paid to China Farms. Last year this loss was $30

million. We include the China Farms’ volumes and earnings

in Ingredients as we use our sales expertise to maximise

sales revenue of the raw milk.

In Australia, milk collection for the 2018/19 season was

120 million kgMS, 33 million kgMS or 22% lower than the

2017/18 season. Reduced Australian collections were due

to poor seasonal conditions and high input costs, primarily

feed and water, leading to herd size reductions, farm

exits from key regions (particularly northern Victoria)

and declining share in a highly competitive market.

Higher milk prices and a smaller milk pool meant Australia

Ingredients had a challenging year. We increased our milk

price in response to the competitive market, but lower

collections meant that some factories were underutilised.

These factors increased our cost of goods and adversely

impacted our normalised gross margin, which declined

from $77 million to $10 million. We rationalised resources

at Stanhope and continue to work with a range of partners

to fill Darnum, which returned to 100% Fonterra ownership

this year after we unwound the joint venture with Beingmate.

We also announced the closure of our Dennington site in

Victoria. The closure had a one-off impact on earnings of

$54 million, which was normalised.

We undertook a business simplification process which

resulted in a significant reduction in operating expenses, and

addressing this overcapacity is expected to result in future

cost savings. We expect high milk prices to continue to be a

factor next season, and product mix will be important as we

utilise a smaller milk pool.

In Latin America, Prolesur’s milk collections were down 16%

due to strong competition for farmers’ milk. The increased

cost of milk and reduced collections resulted in Prolesur not

making a profit. Prolesur was the main reason Ingredients’

‘other gross margin’ was down 13% to $85 million.

New Zealand Ingredients’

Normalised Gross Margin

Normalised Total

Gross Margin

1,332 m

1,427 m

$

$

3%

3%

FOR THE YEAR ENDED

NZD MILLION31 JULY 201931 JULY 2018CHANGE

PRODUCTION VOLUME (’000 MT)

Reference

products1,8811,8492%

Non-reference

products7687621%

SALES VOLUME (’000 MT)

2


Reference

products1,8641,7944%

Non-reference

products77462025%

REVENUE PER MT (NZD)

2

Reference

products

4,7394,851(2)%

Non-reference

products5,4275,637(4)%

1 Table excludes bulk liquid milk. Bulk liquid milk for the 12 months

to 31 July 2019 was 73,000 MT (12 months ended 31 July 2018:

68,000 MT).

2 The way in which Ingredients presents certain inter-segment

sales between Ingredients and Foodservice was revised in FY19.

This increased sales volumes for the 12 months ended 31 July 2019

by 21,000 MT and 167,000 MT on reference and non-reference

products respectively, and increased sales revenue by $153

million and $748 million on reference and non-reference products

respectively. This change had no impact to the reported gross

margin for the Ingredients business.

New Zealand Ingredients’

Revenue and Volume

1


FONTERRA ANNUAL REPORT 2019

47

OUR PERFORMANCE
Consumer

and Foodservice

Our Foodservice business improved on last year

despite a slow start in butter sales. However, our

Consumer business was down on last year due

to challenges in some markets. Normalised EBIT

for our combined Consumer and Foodservice

business was down 14% to $450 million.

Overall, sales volumes in LME were down 4% on last year

mainly due to the lower sales of butter in Greater China

and Asia in the first half. Foodservice’s normalised gross

margin percentage improved from 15.7% to 18.0%, but

was offset by a reduction in Consumer’s normalised gross

margin percentage from 27.9% to 25.7%, largely due to

pricing pressure in Latin America and Asia.

Normalised operating expenses reduced by $40 million,

but this was not sufficient to cover the reduced normalised

gross margin resulting in normalised EBIT decreasing 14%

on last year to $450 million. The slow start to the year

was also reflected in earnings, with 70% of normalised

EBIT earned in the second half of the year. Our Oceania

Consumer and Foodservice business performed well, with

normalised EBIT of $92 million, up 38% from last year.

FOR THE YEAR ENDED

NZD MILLION31 JULY 201931 JULY 2018CHANGE

1

Volume (LME, billion)

2

5.15.4(4)%

– Consumer2.92.91%

– Foodservice2.22.4(10)%

Volume ( ’000 MT) 1,7821,7651%

Sales revenue7,0117,122(2)%

Normalised gross margin1,6211,683(4)%

Normalised gross margin (%)23.1%23.6%–

– Consumer25.7%27.9%–

– Foodservice18.0%15.7%–

Normalised EBIT450525(14)%

FOR THE YEAR ENDED

NZD MILLION31 JULY 201931 JULY 2018

Normalised EBIT prior year525576

Volume16(18)

Price(180)671

Cost of goods sold102(714)

Operating expenses and other

3

(13)10

Normalised EBIT450525

Normalised EBIT: key performance driversSummary Financials

1 Percentages as shown in tables may not align to the calculation based

on numbers in the tables due to rounding.

2 Summing of individual numbers from the regional and divisional breakdown

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

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

and share of profit/loss of equity accounted investees.

FONTERRA ANNUAL REPORT 2019

48

Greater China
In Greater China our volumes declined 15% on last year

to 1,208 million LME, driven by a similar decrease in

Foodservice volumes as a result of higher in-market butter

inventories at the start of the year. This situation was

resolved in the second half with improved volumes and

earnings. Growth in Mainland China’s Consumer business

was offset by subdued retail sales in Hong Kong, resulting

in Greater China Consumer volumes decreasing 10% on

last year.

Foodservice gross margins increased to 18.1% compared

to 15.2% last year. The main reason was good growth in

both Anchor Food Professionals™ UHT milk and Anchor

Food Professionals™ UHT culinary cream in the Beverage

House channel. Our Anchor™ UHT cream volumes, had

strong growth and we are continuing to innovate in this

area, including the launch of a beer macchiato in July.

Consumer normalised gross margin was down 3% to

$145 million. Bringing Anmum™ distribution in-house

has returned a profit of $6 million with growth expected

to continue next year. However, subdued retail sales in

Hong Kong impacted Anmum™ and Anlene™ performance.

This has weakened our overall Consumer sales volumes

and normalised gross margin for Greater China. Normalised

EBIT was $160 million in Greater China Consumer and

Foodservice, down 3% on last year’s $165 million.

Latin America

Our sales volumes in Latin America were up 4% to 779

million LME but normalised gross margin was down 13%

to $399 million. Our earnings declined 66%, with normalised

EBIT down from $117 million last year to $40 million.

The main reason for the decline in earnings was a result of

a ‘buy local’ marketing campaign in Chile, which impacted

the sales and earnings of a number of foreign-owned

companies, including our own, Soprole. However, Soprole’s

performance has shown signs of returning to more normal

earnings levels in the last quarter of FY19, with nearly three

quarters of Latin America’s FY19 earnings generated in the

fourth quarter. Soprole’s brand strength means it holds a

number one position in most consumer product categories.

In Brazil, economic challenges led to higher input costs

for milk, which impacted our gross margins for the first

three quarters of 2019. However, the last quarter saw

an improvement in normalised gross margins and

market shares.

We had lower volumes in Venezuela, driven by the country’s

severe socio-economic situation which restricted consumers’

ability to access goods and services, and made accessing the

raw ingredients and materials to run our factories challenging.

For these reasons, we exited the market in March and as a

result had one-off items impacting our earnings.

Greater China

Foodservice margins

were up despite

a slow start to

butter sales.

Greater China Normalised Gross Margin

Latin America Normalised Gross Margin

$

349 m

$

399 m

$

451m

$

422 m

Asia Normalised Gross Margin

Oceania Normalised Gross Margin

1%

3%

13%

4%

FONTERRA ANNUAL REPORT 2019

49

OUR PERFORMANCE
Asia

Our sales volumes in Asia were down 6% to 1.4 billion LME,

predominantly due to lower butter sales in the Middle East

and Indonesia. The Middle East was impacted by challenging

economic conditions and in Indonesia we have focused on

value, moving away from lower margin butter sales, which

has resulted in improved gross margin. In Sri Lanka, political

uncertainty and price constraints contributed to lower

margins and a decrease in Asia’s overall normalised gross

margin from 24.5% last year to 24.2%.

Our Asia Consumer business volume declined 2% to

890 million LME. In Malaysia, our Fernleaf™ powder sales

volume has grown 51% year-on-year supported by the

increase in market share from 24% to 31% in the Family

Milk Powder segment. The increase was mainly driven by

customer trend switching from value-add powders to full

cream milk powder. However, this was more than offset

by the lower butter sales in the Middle East and trading

challenges in Sri Lanka. The pricing constraints in Sri

Lanka were the main reason for normalised gross margin

decreasing in Asia Consumer, down 5% to $359 million.

In Foodservice, volumes were down 13% to 559 million

LME also due to the lower butter sales in the Middle East

and Indonesia. Sales volume in Thailand increased on last

year due to Anlene™ and Anmum™ continuing to perform

well, with total market share increasing from 40% to 43%.

The change in Indonesia’s operating model was the main

contributor to the normalised gross margin increasing in

Asia Foodservice, up 17% to $93 million.

Our normalised EBIT for Consumer and Foodservice in

Asia was $158 million down 10%, predominantly due to

‘other income’ declining as a result of fewer one-off

gains than the previous year.

Oceania

Our performance in Oceania Consumer and Foodservice

improved from last year. Sales volumes were up 2% to

1.7 billion LME, largely due to good growth across all core

categories in our Australia Consumer business. Gross

margin was down 3% to $422 million due to lower gross

margin in New Zealand Consumer from pricing competition

in key categories. The lower Oceania gross margin was

more than offset by the result of New Zealand Consumer’s

commitment to cost control and improved manufacturing

performance. This resulted in an improved Oceania

Consumer and Foodservice normalised EBIT of $92 million,

up 38% from last year.

In our Consumer business, sales volumes were up 3% to

1.3 billion LME. Australia’s Consumer volumes grew across

our core categories, where we continue to be the largest

branded player in spreads and cheese with 34% and 22%

value share respectively. This is our highest share in spreads

in five years and reflects our strong focus on partnering with

retailers to drive category growth. New Zealand’s Consumer

volumes were down due to our market share declining in

key categories, particularly yoghurt and cheese. However,

reduced operating expenditure meant it contributed

positively to Oceania earnings growth. Our New Zealand

Consumer business continues to focus on improving its

service levels and has seen strong improvement this year in

customer surveys, lifting from the bottom of the survey to

within the top half.

Oceania’s Foodservice business performed well against last

year due to Australia. Our Australian Foodservice business

continues to be recognised by industry partners with

numerous supplier awards, which has contributed to this

result. Oceania’s Foodservice sales volumes were up 1% to

433 million LME and gross margin was up 5% to $98 million.

LME (BILLION)NORMALISED EBIT ($M)

YEAR ENDED

31 JULY 2019

YEAR ENDED

31 JULY 2018CHANGE

1

YEAR ENDED

31 JULY 2019

YEAR ENDED

31 JULY 2018CHANGE

1

Consumer and Foodservice

2

5.15.4(4)%450525(14)%

Oceania1.71.72%926738%

Asia1.41.5(6)%158176(10)%

Greater China1.21.4(14)%160165(3)%

Latin America0.80.74%40117(66)%

Consumer and Foodservice Performance

1 Percentages as shown in tables may not align to the calculation based

on numbers in the tables due to rounding.

2 Summing of individual numbers from the regional and divisional breakdown

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

Consumer and Foodservice CONTINUED

FONTERRA ANNUAL REPORT 2019

50

Foodservice Normalised Gross Margin
Oceania Normalised EBIT

$

426 m

$

92 m

$

203m

Greater China Foodservice

Normalised Gross Margin

10%

38%

9%

FONTERRA ANNUAL REPORT 2019

51

OUR PERFORMANCE
China Farms

We milk more than 31,000 cows across our two farm

hubs in China – around 17,000 at Yutian and 14,000 at

Ying. Sales volumes were down 5% to 259 million LME

compared to last year. Rainstorms and floods in Yutian

and animal health costs have impacted milk production

and subsequently sales volumes.

On a full end-to-end basis, China Farms made total losses

of $30 million normalised EBIT. This is made up of a

$14 million direct loss from China Farms inclusive of our

share of losses on the joint venture farms of $19 million,

a further $20 million loss in Ingredients and $4 million

gain in Consumer and Foodservice.

Factors impacting performance were lower production

volumes, additional animal management costs, and

increasing feed commodity prices due to trade disputes

between China and the US. Initiatives to drive efficiencies

on-farm and reduce our cost base did improve performance

in the second half.

Our farming operations in China comprise seven

farms across two hubs, producing high-quality fresh

milk for the China ingredients, foodservice and

consumer markets, and an investment in two farms

with our joint venture partner.

FOR THE YEAR ENDED

NZD MILLION

31 JULY 201931 JULY 2018

CHANGE

1

Volume (LME, billion)0.30.3(5)%

Volume (‘000 MT)2022(5)%

Sales revenue249262(5)%

Normalised gross margin55(6)%

Normalised EBIT(14)(9)59%

China Farms Reported Financials

End-to-End China Farms Normalised EBIT

FOR THE YEAR ENDED

NZD MILLION31 JULY 201931 JULY 2018CHANGE

1

China Farms(14)(9)(59)%

– Fonterra-owned5(4)247%

– Joint venture(19)(5)(259)%

New Zealand Ingredients (20)(30)33%

Consumer and Foodservice 41194%

Total(30)(38)21%

1 Percentages as shown in tables may not align to the calculation based

on numbers in the tables due to rounding.

Our Ingredients business is responsible for purchasing

the raw milk from the Fonterra-owned farms and capturing

the highest value for this milk. We have seen an improvement

in the average price Ingredients has been achieving for milk,

which has seen our loss from China Farms in Ingredients

decrease from $30 million last year to $20 million this year.

In FY19, domestic milk prices improved and 39% of our

revenue was from milk sold for more than 4RMB, versus

19% in FY18.

Our strategy for China Farms is to deliver the highest

value through integrating them into our Ingredients and

Consumer and Foodservice businesses in Greater China.

China Farms’ partnerships with Carrefour, Hema Fresh,

Starbucks, McDonald’s and other Quick Service Restaurant

channels continue to build positive momentum, as its raw

milk goes into higher value channels. These volumes are up

to 12% of our milk from China Farms, up 7% from last year.

FONTERRA ANNUAL REPORT 2019

52

Costs down
33

%

Normalised Gross Margin

$

5 m

FROM

2018

6%

FONTERRA ANNUAL REPORT 2019

53

JULY 2019JULY 2018JULY 2017JULY 2016JULY 2015
Fonterra Seasonal Statistics

1

Total New Zealand milk collected (million litres)17,12316,93217,05117,58518,143

Highest daily volume collected (million litres)85.482.080.186.989.7

New Zealand shareholder supply milk solids collected (million kgMS)1,4131,4041,4171,4531,520

New Zealand contract supply milk solids collected (million kgMS)11010110911394

New Zealand milk solids collected (million kgMS)1,5231,5051,5261,5661,614

Total number of shareholders at 31 May9,88710,16210,26710,57910,753

Total number of sharemilkers at 31 May2,6022,7122,7223,0983,379

Total number of shares on issue at 31 May (million)1,6121,6121,6071,6021,599

Shareholder Supplier Returns

Farmgate Milk Price (per kgMS)

2

6.356.696.123.904.40

Dividend (per share)–0.100.400.400.25

Dividend yield (%)

3

–1.76.77. 34.4

Cash payout (per share)

4

6.356.796.524.304.65

Retentions (per share)

5

––0.060.110.04

Weighted average share price ($ NZD)

6

4.635.845.965.485.60

Weighted Average Commodity Prices ($ USD per MT FOB)

Whole Milk Powder

7

2,9073,0912,8552,1112,639

Skim Milk Powder

7

2,2161,9682,2161,8032,552

Butter

7

4,4485,5754,2212,8303,027

Cheese

8

3,7723,8533,7632,7663,477

Fonterra’s average NZD/USD conversion rate

9

0.690.710.700.710.79

Staff Employed

Total staff employed (000s, permanent full-time equivalents)20.021.521.421.322.0

New Zealand11.411.911.711.411.9

Overseas8.69.69.79.910.1

OUR PERFORMANCE

Market Statistics

Historical Financial

Summary

FONTERRA ANNUAL REPORT 2019

54

JULY 2019JULY 2018JULY 2017JULY 2016JULY 2015
Income

Volume (liquid milk equivalents, billion)21.922.222.923.722.8

Volume (000s MT) 4,1394,1234,1804,3134,303

Sales revenue ($ million)20,11420,43819,23217,19918,845

Normalised EBITDA ($ million)

12

1,3801,4461,6811,9281,535

Normalised EBIT ($ million)

13

8199021,1551,358974

Normalised NPAT ($ million)

14

269382781789456

Reported earnings per share(0.35)(0.14)0.460.510.29

Normalised earnings per share0.170.240.490.490.29

Revenue Margin Analysis

Normalised EBITDA

15

6.9%7.1%8.7%11.2%8.1%

Normalised EBIT

16

4.1%4.4%6.0%7.9%5.2%

Normalised NPAT

17

1.3%1.9%4.1%4.6%2.4%

Cash Flow ($ million)

Operating cash flow

18

1,123 1,5481,3763,278668

Free cash flow

18

1,095 6006702,184(1,372)

Net working capital

19

3,168 3,4323,0552,1593,650

Capital Measures

Equity excluding hedge reserve ($ million)6,149 6,6167,0566,8837,196

Economic net interest-bearing debt ($ million)

24

5,730 6,1995,6015,4737,120

Economic debt to debt plus equity ratio

25

48.2%48.4%44.3%44.3%49.7%

Debt/EBITDA

22

4.3x4.5x3.5x2.8x4.7x

Capital employed ($ million)

23

12,904 13,05212,71713,18812,918

Capital employed ($ million)

24

9,668 9,5529,0939,3929,487

Capital expenditure ($ million)

25

600 8618519441,531

Return on capital (including intangibles and EAI)

26

5.8%6.3%8.3%9. 2%6.9%

Return on capital (excluding intangibles and EAI)

27

7.6%8.0%11.1%12.4%8.9%

Group Overview

10,11

FONTERRA ANNUAL REPORT 2019

55

JULY 2019JULY 2018JULY 2017JULY 2016
Sales Volume (000 MT)

28,29

Reference Products1,864 1,7941,8411,920

Non-reference Products774 620696720

Revenue ($/MT)

28,29

Reference Products4,739 4,8514,2623,276

Non-reference Products5,427 5,6375,5674,972

Gross Margin ($/MT)

Reference Products336309232330

–Margin7.1%6.4%5.4%10.1%

Non-reference Products9051,2751,1651,348

–Margin16.7%22.6%20.9%27.1%

Ingredients

Volume (liquid milk equivalents, million)

30

21,421 20,52021,30522,390

Volume (000s MT)

30

3,171 2,9863,0193,074

Revenue ($ million)17,035 16,30615,26613,005

Normalised gross margin ($ million)1,427 1,4721,4731,860

Normalised gross margin %

31

8.4%9.0%9.7%14.3%

Normalised earnings ($ million)811 8799431,204

Normalised earnings margin %

32

4.8%5.4%6.2%9. 3%

JULY 2019JULY 2018JULY 2017JULY 2016

New Zealand Ingredients

Volume (liquid milk equivalents, million)

30

19,494 18,42719,36920,350

Volume (000s MT)

30

2,972 2,7782,8792,911

Revenue ($ million)15,393 14,56414,08711,835

Normalised gross margin ($ million)1,332 1,2971,3331,733

Normalised gross margin %

31

8.7%8.9%9. 5%14.6%

Fonterra Ingredients Australia

Volume (liquid milk equivalents, million)

30

1,659 1,7551,6191,600

Volume (000s MT)

30

328 350305316

Revenue ($ million)1,760 1,8771,5221,396

Normalised gross margin ($ million)10 777858

Normalised gross margin %

31

0.6%4.1%5.1%4.2%

Other and Eliminations

Volume (liquid milk equivalents, million)

30

268 338317440

Volume (000s MT)

30

(129) (142)(165)(153)

Revenue ($ million)(118) (135)(343)(226)

Gross margin ($ million)85 986269

Historical Group Summary CONTINUED

OUR PERFORMANCE

Ingredients

10,11

Divisional Breakdown – Ingredients

10,11,33

FONTERRA ANNUAL REPORT 2019

56

JULY 2019JULY 2018JULY 2017JULY 2016
Oceania

Volume (liquid milk equivalents, million)

30

1,692 1,6561,7431,834

Volume (000s MT)

30

627 623636698

Revenue ($ million)2,159 2,1591,9522,051

Normalised gross margin ($ million)422 433438444

Normalised gross margin %

31

19.5%20.1%22.4%21.6%

Normalised earnings ($ million)92 678797

Normalised earnings margin %

32

4.3%3.1%4.5%4.7%

Asia

Volume (liquid milk equivalents, million)

30

1,450 1,5491,6241,549

Volume (000s MT)

30

297 298300292

Revenue ($ million)1,862 1,8651,8101,944

Normalised gross margin ($ million)451 456501599

Normalised gross margin %

31

24.2%24.5%27.7%30.8%

Normalised earnings ($ million)158 176194244

Normalised earnings margin %

32

8.5%9. 4%10.7%12.6%

Greater China

Volume (liquid milk equivalents, million)

30

1,208 1,4131,278874

Volume (000s MT)

30

299 266237167

Revenue ($ million)1,483 1,5641,277916

Normalised gross margin ($ million)

349 335359329

Normalised gross margin %

31

23.5%21.4%28.1%35.9%

Normalised earnings ($ million)160 165204131

Normalised earnings margin %

32

10.8%10.5%16.0%14.3%

Latin America

Volume (liquid milk equivalents, million)

30

779 747735623

Volume (000s MT)

30

559 578600643

Revenue ($ million)1,507 1,5341,4781,385

Normalised gross margin ($ million)399 459446436

Normalised gross margin %

31

26.5%29.9%30.2%31.5%

Normalised earnings ($ million)40 11791108

Normalised earnings margin %

32

2.7%7.6%6.1%7. 8%

Total Consumer and Foodservice

Volume (liquid milk equivalents, million)

30

5,129 5,3655,3804,882

Volume (000s MT)

30

1,782 1,7651,7731,800

Revenue ($ million)7,011 7,1226,5176,296

Normalised gross margin ($ million)1,621 1,6831,7441,808

Normalised gross margin %

31

23.1%23.6%26.8%28.7%

Normalised earnings ($ million)450 525576580

Normalised earnings margin %

32

6.4%7. 4%8.8%9. 2%

Regional Breakdown – Consumer and Foodservice

10,11,33,34

FONTERRA ANNUAL REPORT 2019

57

JULY 2019JULY 2018JULY 2017JULY 2016
Oceania

Volume (liquid milk equivalents, million)

30

1,258 1,2281,3091,415

Volume (000s MT)

30

524 525538599

Revenue ($ million)1,641 1,6441,5081,618

Normalised gross margin ($ million)324 340355354

Normalised gross margin %

31

19.7%20.7%23.5%21.9%

Asia

Volume (liquid milk equivalents, million)

30

8909061,0251,030

Volume (000s MT)

30

204201209215

Revenue ($ million)1,276 1,2381,2841,482

Normalised gross margin ($ million)359 377402492

Normalised gross margin %

31

28.1%30.5%31.3%33.2%

Greater China

Volume (liquid milk equivalents, million)

30

126 13911276

Volume (000s MT)

30

76 715843

Revenue ($ million)361 343269233

Normalised gross margin ($ million)145 149120105

Normalised gross margin %

31

40.2%43.5%44.6%45.1%

Latin America

Volume (liquid milk equivalents, million)

30

670 653637543

Volume (000s MT)

30

527 550569613

Revenue ($ million)1,364 1,4181,3631,289

Normalised gross margin ($ million)367 429414405

Normalised gross margin %

31

26.9%30.3%30.4%31.4%

Total Consumer

Volume (liquid milk equivalents, million)

30

2,944 2,9283,0843,064

Volume (000s MT)

30

1,330 1,3471,3731,470

Revenue ($ million)4,642 4,6434,4244,622

Normalised gross margin ($ million)1,195 1,2951,2911,359

Normalised gross margin %

31

25.7%27.9%29.2%29.4%

Historical Group Summary CONTINUED

OUR PERFORMANCE

Regional Breakdown – Consumer

10,11,33,34

FONTERRA ANNUAL REPORT 2019

58

JULY 2019JULY 2018JULY 2017JULY 2016
Oceania

Volume (liquid milk equivalents, million)

30

433 427433419

Volume (000s MT)

30

104 989899

Revenue ($ million)518 515444433

Normalised gross margin ($ million)98 938390

Normalised gross margin %

31

18.9%18.1%18.8%20.8%

Asia

Volume (liquid milk equivalents, million)

30

559 643599520

Volume (000s MT)

30

93 989077

Revenue ($ million)586 627526462

Normalised gross margin ($ million)93 7999107

Normalised gross margin %

31

15.8%12.6%18.8%23.2%

Greater China

Volume (liquid milk equivalents, million)

30

1,083 1,2731,166798

Volume (000s MT)

30

223 195179124

Revenue ($ million)1,122 1,2211,008683

Normalised gross margin ($ million)203 186239224

Normalised gross margin %

31

18.1%15.2%23.7%32.8%

Latin America

Volume (liquid milk equivalents, million)

30

109 949780

Volume (000s MT)

30

32 283230

Revenue ($ million)143 11611596

Normalised gross margin ($ million)33 303231

Normalised gross margin %

31

22.8%25.9%27.8%32.3%

Total Foodservice

Volume (liquid milk equivalents, million)

30

2,185 2,4372,2951,817

Volume (000s MT)

30

452 419399330

Revenue ($ million)2,369 2,4792,0931,674

Normalised gross margin ($ million)426 388453452

Normalised gross margin %

31

18.0%15.7%21.7%27.0%

Regional Breakdown – Foodservice

10,11,33,34

FONTERRA ANNUAL REPORT 2019

59

JULY 2019JULY 2018JULY 2017JULY 2016
Volume (liquid milk equivalents, million)

30

259273335229

Volume (000s MT)

30

20222616

Revenue ($ million)249262269183

Normalised gross margin ($ million)5523(40)

Normalised gross margin %

31

2.1%1.9%8.6%(22.0)%

Normalised earnings ($ million)(14)(9)1(59)

Normalised earnings margin %

32

(5.6)%(3.4)%0.4%(32.2)%

OUR PERFORMANCE

China Farms

10,11

Historical Group Summary CONTINUED

FONTERRA ANNUAL REPORT 2019

60

Notes to the Historical Financial Summary
1 All seasonal statistics are based on the 12-month milk season of

1 June – 31 May.

2 The Farmgate Milk Price has been determined by the Board. In making

that determination, the Board takes into account the Farmgate Milk Price

calculated in accordance with the Farmgate Milk Price Manual.

3 Dividend yield is dividend (per share) over volume weighted average

share price for the period 1 August – 31 July.

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

5 Retentions (per share) are calculated as net profit after tax attributable

to Fonterra Co-operative Group Limited shareholders for the year ended

31 July divided by the number of shares at 31 May, less dividend per share.

Retentions are reported as nil where Fonterra has reported a net loss

after tax.

6 Weighted average share price represents the average price Fonterra

Co-operative Group Limited shares traded at, weighted against the

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

7 Source: Fonterra Farmgate Milk Price Statement representing the

weighted-average United States Dollar contract prices of Reference

Commodity Products.

8 Source: Oceania Export Series, Agricultural Marketing Service,

US Department of Agriculture.

9 Fonterra’s average NZD/USD conversion rate is the rate that Fonterra

has converted net United States Dollar receipts into New Zealand Dollars

including hedge cover in place.

10 Percentages as shown in table may not align to the calculation

of percentages based on numbers in the table due to rounding

of reported figures.

11 Includes normalisation adjustments.

12 Normalised EBITDA is calculated as profit for the period before

net finance costs, tax, depreciation and amortisation, adjusted

for normalisations.

13 Represents earnings before finance income, finance costs and tax.

14 Normalised NPAT attributable to equity holders of the Parent.

15 Normalised EBITDA divided by normalised sales revenue.

16 Normalised EBIT divided by normalised sales revenue.

17 Normalised NPAT divided by normalised sales revenue.

18 Refer to Cash Flow Statement for detail on Operating cash flow.

Free cash flow is the total of net cash flows from operating activities

less cash flows from investing activities.

19 Net working capital is calculated as total trade and other receivables

plus inventories, less trade and other payables. It excludes amounts

owing to suppliers and employee entitlements. Previously shown on

an inclusive basis.

20 Economic net interest-bearing debt reflects total borrowings less cash

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

adjusted for derivatives used to manage changes in hedged risks.

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

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

economic net interest bearing debt.

22 Debt payback ratio is economic net interest bearing debt divided by

earnings before interest, tax, depreciation and amortisation (known

as Debt/EBITDA). Both Debt and EBITDA are adjusted, from reported

amounts, for the impact of operating leases, certain normalisations

and non-cash amounts

23 Capital employed includes brands, goodwill and equity accounted investments.

24 Capital employed excludes brands, goodwill and equity accounted investments.

25 Capital expenditure comprises purchases of property (less specific

disposals where there is an obligation to repurchase), plant and

equipment and intangible assets, and net purchases of livestock.

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

tax charge divided by capital employed including brands, goodwill

and equity accounted investments.

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

charge divided by capital employed excluding brands, goodwill and

equity accounted investments.

28 Figures exclude bulk liquid milk. The bulk liquid milk volume for the

year ended 31 July 2019 was 73,000 MT of kgMS equivalent (year ended

31 July 2018 was 68,000 MT of kgMS equivalent).

29 The way in which Ingredients presents certain inter-segment sales

between Ingredients and Foodservice was revised in FY19. This increased

sales volumes for the year ended 31 July 2019 by 188,000 MT and increased

sales revenue by $901 million. This change had no impact to the reported

gross margin for the Ingredients business.

30 Includes sales to other strategic platforms.

31 Normalised gross margin divided by normalised sales revenue.

32 Normalised earnings divided by normalised sales revenue.

33 Summing of individual numbers from the regional and divisional

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

34 Includes share of Consumer and Foodservice overhead allocations,

the total impact of which is $67 million.

FONTERRA ANNUAL REPORT 2019

61

Strong governance plays a critical role in the
success of our Co-operative and the Board,

Shareholders' Council and Management of

Fonterra are committed to achieving the

highest standard of corporate governance,

representation and leadership.

To support this the Board has developed governance systems

that reflect Fonterra’s unique characteristics and requirements

as a significant New Zealand based co-operative competing in

the global dairy market.

Fonterra continuously reviews its governance representation

and leadership to ensure they reflect best practice for

the Co-operative.

This Corporate Governance statement is current as at

25 September 2019 and has been approved by the

Fonterra Co-operative Group Limited Board.

CHANGES TO THE FONTERRA BOARD

The Board of Directors has up to 11 members. The number of

Directors elected by farmer shareholders (Farmer Directors)

on the Board is not more than seven, with not more than

four Directors appointed by the Board (Appointed Directors).

There were a number of changes to the Fonterra Board during

the financial year ending 31 July 2019:

• In November 2018, Professor Nicola Shadbolt, Mr Ashley

Waugh and Mr John Wilson, all Farmer Directors, retired

from the Board and Ms Leonie Guiney and Mr Peter McBride

were elected to the Board as Farmer Directors.

• In December 2018, Mr John Nicholls was elected to the

Board as a Farmer Director.

OUR CORPORATE GOVERNANCE

COMPLIANCE WITH BEST PRACTICE

GOVERNANCE STANDARDS

The Board’s governance framework takes into consideration

contemporary standards in New Zealand and Australia,

including the principles in the NZX Corporate Governance

Code which came into effect for reporting periods from

1 January 2019 (NZX Code).

Fonterra focuses on governance

in a way that promotes:

• the interests of our farmer shareholders, unit holders

and other key stakeholders

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

through the Co-operative principles

• transparency, giving our farmer shareholders, unit holders

and other stakeholders the information they need to assess

our performance

• effective risk management and compliance to assist

Fonterra in meeting its business objectives and all legal

and reporting requirements

• an appropriate balance between the roles and responsibilities

of the Board and Management

• communication with important stakeholder groups, including

farmer shareholders, employees, customers, unit holders,

debt investors, governments and the communities Fonterra

operates in.

Corporate

Governance

FONTERRA ANNUAL REPORT 2019

62

Principle 1: Code of Ethical Behaviour
CODE OF ETHICS

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

commitment to, and reputation as an organisation that our

customers, farmers, business partners and communities trust.

Fonterra expects its Directors, officers and employees to

maintain high ethical standards and to operate ethically and

legally in the countries where we do business, underpinned

by our four values, especially ‘Do What’s Right’.

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

The Way We Work (Code of Business Conduct), the Board Charter

and the Group Ethical Behaviour Policy. These documents,

available on fonterra.com and supported by our employment

agreements and other policy documents, lay out clear expectations

for our Directors, officers and employees regarding ethical

behaviour, including the requirement for the highest standard

of integrity, honesty and transparency, dealing with conflicts of

interest, the use of corporate information, assets and property,

giving and receiving gifts, procedures for whistle blowing and

managing breaches of the code of ethics. The Board has also

developed a Code of Conduct for Directors.

The Way We Work also guides us in how to apply Fonterra’s

four values in everyday situations with our farmers, unit holders,

customers, suppliers and the wider community.

Fonterra’s Group Ethical Behaviour Policy and The Way We

Work are available to all employees on the Fonterra intranet,

in multiple languages. As with all Group Policies, training on

these documents is an important part of our global induction

programme, and there is a yearly check-in and certification

process to support our people’s awareness and understanding

of these. In addition, annual refresher learning on our Ethical

Behaviour commitments, expectations, systems and processes

is required throughout the business.

Fonterra’s independently administered whistleblowing hotline

provides individuals with a confidential channel (by phone,

email, mail, or online) to report concerns about serious

wrongdoing, or behaviour that is unethical or does not meet

the standards described in The Way We Work. Individuals are

able to make anonymous complaints and raise issues without

disclosing their identity to Fonterra.

The hotline is available to everyone across our Co-operative

no matter where they are. In the 2019 financial year, 47 reports

were made to the hotline. Disclosures are investigated by a

Fonterra team not involved in the substance of the concern

(Internal Audit, other specialist teams or, where appropriate, an

external investigator). Appropriate action is then taken, with timely

updates made available to the whistle-blower through the hotline.

Fonterra operates a Conflict of Interest register where our

employees must enter actual or potential personal conflicts

of interests. Fonterra also operates a Gift & Entertainment

register where employees must record all gifts given or received,

including hospitality and entertainment with third parties,

above a nominal level.

SECURITIES TRADING POLICY

Fonterra has adopted a Securities Trading Policy that details

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

milk price futures and options traded on the NZX and other

listed securities of Fonterra or the Fonterra Shareholders’ Fund

from time to time. This applies to Directors, officers, employees

and contractors of the Fonterra Group around the world and

members of the Shareholders’ Council and Milk Price Panel.

We do this in addition to legislative requirements for trading

securities in New Zealand and Australia.

The Securities Trading Policy and other key Group Policies are

available on fonterra.com. All our Directors comply with

the legislative requirements for disclosing interests in listed

voting securities of Fonterra and its related companies.

Principle 2: Board Composition

and Performance

BOARD CHARTER

The Board Charter includes details about the Board’s role,

responsibilities and obligations, Board composition and

procedures including the Chairman’s election and role,

the Board’s relationship with Management, incident

management engagement, training provided to Directors,

and the process for assessing the Board’s performance.

The Charter is reviewed each year. The Board Charter

and the Charters of the Board Committees are available

on fonterra.com.

BOARD APPOINTMENTS

The Constitution of Fonterra provides for not more than

11 Directors and sets out how they are appointed.

In accordance with the Constitution, not more than seven

Directors are elected by farmer shareholders from the

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

Directors are appointed by the Board (Appointed Directors).

The Board is committed to building capabilities and maintaining

the highest standards of governance. The Board considers it

important that there is a good balance of experience on the Board.

A list of attributes that all Directors must be able to demonstrate

has been developed by the Board and is reviewed annually.

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

believes are required to effectively govern a complex,

international co-operative, operating in multiple markets, and

answering to diverse stakeholders. The skills list is reviewed

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

a Skills Matrix by assessing the required weighting of each

skill against the aggregate skills of the current Board.

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

63

The Skills Matrix is used to identify the skills to be targeted
in each year, through the Farmer Director election process

and in the appointment of the Appointed Directors. The list

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

skills are published each year as part of the Farmer Director

election process to assist potential candidates in assessing

their suitability and to assist farmer shareholders when assessing

the candidates put forward for election.

In July 2019 changes to the Farmer Director election process

were introduced. A three member Independent Selection

Panel recommends appropriate candidates to be put to farmer

shareholders for their consideration to be elected as Farmer

Directors. The members of the Independent Selection Panel

are all independent of Fonterra. One member is appointed

by the Board, one by the Shareholders’ Council and a third

appointed by the other two members of the panel. In addition

to candidates recommended by the Independent Selection

Panel, there is a non-assessed candidate process where

candidates can propose themselves for election as Farmer

Directors with the support of 35 shareholders. The Farmer

Directors are elected by postal ballot and online voting by

farmer shareholders. The voting packs circulated to all farmer

shareholders include biographical information on each candidate

including relevant skills and experience. The elections are

overseen by the Shareholders’ Council.

The Appointments and Remuneration Committee oversees the

process for identifying and recommending potential Appointed

Directors. Prior to appointment by the Board, the Fonterra

Shareholders’ Fund is consulted. The Appointed Directors are

ratified by farmer shareholders at the next Annual Meeting.

Appointed Directors are selected to enable the Board to access

a full complement of skills and competencies needed to lead

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

They bring to the Board perspectives, experience and skills to

complement and enhance the attributes and skills provided by

the Farmer Directors.

DISCLOSURE

Information about each Director (including experience, length

of service, independence and ownership interests and attendance

at Board meetings) is disclosed at the end of this section

or in the statutory information section of this Annual Review.

DIVERSITY AND INCLUSION POLICY

Embedding diversity and inclusion in how we think, act and

operate enables innovation to flourish throughout Fonterra and is

fundamental to delivering our sustainable Co-operative ambition.

Fonterra publishes its Diversity and Inclusion Policy on

fonterra.com and through the leadership of our Talent

and Engagement Director we are driving our strategic

framework globally.

Fonterra’s Diversity and Inclusion Policy has three key areas

of focus:

Our People: attracting, selecting, developing, promoting and

retaining diverse talent, while avoiding practices that are

discriminatory or exclusive.

Our Strategy: ensuring our organisation reflects the diversity

of our markets, customers, stakeholders and the communities

in which we operate.

Our Identity: respecting, leveraging and embracing the unique

skills and diverse perspectives of our people, reflecting a core

Fonterra value of ‘Do What’s Right’.

DIVERSITY AND INCLUSION TARGETS AND OBJECTIVES

In 2018, Fonterra formalised its commitment to increasing the

representation of women and ethnic minorities within senior

leadership levels. The Board approved aspirational targets and

objectives to increase women in leadership to 50%

1

by 2022

and further targeting a mix of 20% ethnic diversity within

global leadership levels.

2


To achieve our gender and ethnicity targets, we have placed

emphasis on gender balanced long and short-lists for leadership

recruitment as well as establishing strong foundations of flexible

work practices, pay equity, and attractive parental leave policies to

attract, engage and retain women and minorities in our workplace.

We are actively working to mitigate the effects of unconscious bias

in recruitment, performance and talent management.

Approved targets are underpinned by comprehensive metrics

that enable regular reporting on progress globally.

Corporate Governance CONTINUED

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

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

OUR CORPORATE GOVERNANCE

FONTERRA ANNUAL REPORT 2019

64

Corporate Governance CONTINUED
EXECUTIVE LEADERSHIP GENDER COMPOSITION

As at 31 July 2018

FONTERRA MANAGEMENT TEAMGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

761––

%86%14%0%0%

As at 31 July 2019

The gender composition of Fonterra Management Team members changed between 2018 and 2019.

FONTERRA MANAGEMENT TEAMGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

752––

%71%29%0%0%

BOARD GENDER COMPOSITION

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

targets for the Board in 2019. The Board remains committed to addressing the gender composition of the Board, including by building a

pipeline of Directors through the Fonterra Governance Development programe and through the Farmer Director election process.

As at 31 July 2018

BOARDGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

1192––

%82%18%0%0%

As at 31 July 2019

As at 31 July 2019 the gender composition of Board members comprised two female and nine male Directors.

BOARDGENDER

FTEMALEFEMALEGENDER DIVERSEUNDECLARED

1192––

%82%18%0%0%

ONGOING TRAINING

Following appointment to the Board, Directors undertake an

induction programme to familiarise themselves with Fonterra

and its global business. Areas covered include:

• business strategy and planning

• an overview of key financial metrics to monitor business

performance

• an overview of material areas of the Fonterra business,

including through meetings with key executives and visits

to key offshore markets

• Fonterra’s Constitution and other governance systems.

Directors are expected to keep themselves abreast of changes

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

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

The Board holds training and workshops on relevant subjects

each year, is provided with strategic readings each month and

Directors are also expected to keep up to date with governance

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

ASSESS PERFORMANCE

Directors formally assess the performance of the Board each

year. A regular programme of peer review of individual Directors

occurs as part of an ongoing Director development programme.

Directors are also encouraged to attend external development

and training programmes. The Shareholders’ Council reviews

the Board’s Statement of Intentions against the performance

and operation of the Group and reports on this to farmers

annually. The Board is also responsible for reviewing the

Chief Executive’s performance.

FONTERRA ANNUAL REPORT 2019

65

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

require Fonterra to have a minimum of two Independent

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

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

is greater. With Fonterra’s current Board of eleven Directors,

four must be Independent Directors.

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

be an executive officer of Fonterra, or have a ‘disqualifying

relationship’.

A Director has a disqualifying relationship where he or she has

a direct or indirect interest or relationship that could reasonably

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

to Fonterra. The FSM Rules contain specific examples of what

may give rise to a disqualifying relationship. Appointed Directors

cannot be shareholders and are expected to maintain

independence for the length of their term.

Farmer Directors must be qualified as farmer shareholders under

section 12.3 of the Constitution and are therefore not considered

Independent Directors.

As at 31 July 2019, Clinton Dines, Bruce Hassall, Simon Israel

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

any disqualifying relationship in relation to Fonterra and were

therefore Independent Directors.

DIVISION OF ROLES

John Monaghan, who is a Farmer Director, is the Board-elected

Chairman. The Chairman and Chief Executive roles at Fonterra

are not exercised by the same individual.

Principle 3: Board Committees

Fonterra has a number of permanent Board Committees, as

detailed below. Additional Board Committees will be formed when

it is efficient or necessary to facilitate efficient decision-making by

providing for a sub-group of Directors to focus on particular areas

or issues and to develop recommendations to the full Board.

The Board Committees have standard ‘Terms of Reference’

and each committee has a charter, which defines the scope

and responsibilities of that committee and is approved by the

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

meetings are supplied to the Board for review. The charters for

each of the Board Committees are available on fonterra.com.

In December 2018 the name and purpose of two Board Committees

were updated. The People, Culture and Safety Committee was

renamed as the Appointments and Remuneration Committee

and the Risk Committee was renamed as the Safety and Risk

Committee. Responsibility for health, safety and wellbeing has

moved to the Safety and Risk Committee.

During FY19 the Board formed three non-permanent Committees:

the Director Election Review Committee, the Divestment Review

Committee and the Capital Structure Committee. The Director

Election Review Committee was a joint Board and Shareholders’

Council Committee established in March 2019 to review what

aspects, if any, of the Director election process could be improved.

Mr Bruce Hassall, Mr Peter McBride and Mr Brent Goldsack were

the Board’s appointees to the Committee. The Divestment Review

Committee was established in March 2019 to oversee material

divestments and similar transactions. Mr Scott St John is the chair

of the Committee and Ms Leonie Guiney, Mr Brent Goldsack,

Mr Bruce Hassall and Mr Simon Israel are members of the

Committee. The Capital Structure Committee was established

in June 2019 to provide guidance over Management’s review of

Fonterra’s capital structure. Mr Bruce Hassall is the chair of the

Committee and Ms Leonie Guiney, Mr Brent Goldsack, Mr Peter

McBride and Mr John Nicholls are members of the Committee.

COMMITTEE OR GROUPMEMBERSHIP AS AT 31 JULY 2019PURPOSE

Appointments

and Remuneration

Committee

John Monaghan (Chair)

Andrew Macfarlane

Simon Israel

(Independent)

Clinton Dines

(Independent)

Bruce Hassall

(observer)

To assist the Board in fulfilling its corporate governance

responsibilities in relation to the recruitment, retention,

remuneration and development of Directors, executives

and other employees.

Audit and Finance

Committee

Bruce Hassall

(Chair and Independent)

Donna Smit

Peter McBride

Leonie Guiney

Scott St John

(Independent)

To assist the Board in fulfilling its corporate governance

responsibilities in relation to Fonterra’s financial

reporting, audit activities, treasury matters, financial

risk management and internal control frameworks.

Co-operative Relations

Committee

Brent Goldsack (Chair)

Andrew Macfarlane

John Nicholls

Donna Smit

Peter McBride

To assist the Board in fulfilling its corporate governance

responsibilities in relation to the supply of milk from

Fonterra suppliers, and to seek to resolve supplier

complaints before reference to the Milk Commissioner.

Milk Price PanelScott St John

(Chair and Independent)

Bruce Hassall (Independent)

Brent Goldsack

Andrew Wallace

(Independent)

Bill Donaldson

To provide assurances to the Board as to the governance

of the Milk Price and the Milk Price Manual, and the

proper application of the Milk Price Principles.

Safety and Risk

Committee

Leonie Guiney (Chair)

Bruce Hassall

(Independent)

Brent Goldsack

Scott St John

(Independent)

To assist the Board in fulfilling its corporate governance

responsibilities in relation to Fonterra’s management

of health and safety and key enterprise wide risks.

This includes promoting a safe and healthy working

environment and overseeing Fonterra’s risk management

framework to ensure the behaviours required, guidelines,

policies and processes for monitoring and mitigating

enterprise-wide risks are in place.

Corporate Governance CONTINUED

OUR CORPORATE GOVERNANCE

FONTERRA ANNUAL REPORT 2019

66

AUDIT AND FINANCE COMMITTEE
There is an established Audit and Finance Committee as

described above.

The Audit and Finance Committee comprises two Appointed

Directors and three Farmer Directors. The Committee is chaired

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

of the New Zealand Institute of Chartered Accountants.

MILK PRICE PANEL

The Board has created the Milk Price Panel for the purpose

of providing assurances as to the governance of the Farmgate

Milk Price and the proper application of the Farmgate Milk

Price Manual and the Milk Price Principles.

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

is a decision for the Board.

The Dairy Industry Restructuring Act 2001 (New Zealand)

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

Panel are independent. The Panel consists of two Appointed

Directors, one Farmer Director and two appropriately qualified

persons nominated by the Shareholders’ Council, at least one

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

Appointed Director members. The Panel is currently chaired

by Scott St John. Other Board members are Bruce Hassall

and Brent Goldsack. The Shareholders’ Council appointees are

Andrew Wallace and Bill Donaldson. The Board confirmed that

at 31 July 2019, Scott St John, Bruce Hassall and Andrew Wallace

are considered to be Independent Members of this Panel.

NOMINATIONS COMMITTEE

The Nominations Committee was disestablished in June 2019

as part of the recommendations of the Director Election

Review Committee.

MAJORITY INDEPENDENT DIRECTORS – AUDIT AND

FINANCE COMMITTEE AND APPOINTMENTS AND

REMUNERATION COMMITTEE

The Audit and Finance Committee and Appointments and

Remuneration Committee do not comprise a majority of

Independent Directors.

There is currently no headroom for Fonterra, based on having

11 Directors, to have more than four Independent Directors

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

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

the Farmer Directors are not considered Independent Directors).

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

Independent Directors to these committees without excluding

Farmer Directors or significantly increasing the workload

of the Independent Directors.

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

Audit and Finance Committee is chaired by an Independent

Director and the Appointments and Remuneration Committee

is chaired by a Farmer Director. In addition, under the FSM Rules,

the Audit and Finance Committee is not required to comprise

of a majority of Independent Directors.

Employees attend Audit and Finance Committee and

Appointments and Remuneration Committee meetings

at the request of the Committee.

TAKEOVER OFFER

Given its co-operative structure and the thresholds on share

ownership in the Constitution, the Board does not believe that

it is necessary to establish protocols for a takeover offer.

Corporate Governance CONTINUED

BOARD AND COMMITTEE ATTENDANCE

BOARD 

AUDIT AND FINANCE

COMMITTEE

APPOINTMENTS AND

REMUNERATION

COMMITTEE

CO-OPERATIVE

RELATIONS

COMMITTEE MILK PRICE PANEL

SAFETY AND RISK

COMMITTEE

 

Eligible

to AttendAttendance 

Eligible

to AttendAttendance 

Eligible

to AttendAttendance 

Eligible

to AttendAttendance 

Eligible

to AttendAttendance 

Eligible

to AttendAttendance 

Clinton Dines 1615--66----11

Brent Goldsack 1616----559933

Leonie Guiney9955------22

Bruce Hassall 16157765--9532

Simon Israel1612--66------

Andrew

Macfarlane

1616224455----

Peter McBride9855--44----

John Monaghan1616336611----

John Nicholls77----44----

Nicola Shadbolt6511------11

Donna Smit161677--55----

Scott St John161576----9922

Ashley Waugh 661022----11

John Wilson74--20------

FONTERRA ANNUAL REPORT 2019

67

Principle 4: Reporting and Disclosure
DISCLOSURE POLICY

Fonterra is committed to promoting well-informed and efficient

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

Fund and debt securities. The Board has approved a Group

Disclosure Policy to ensure compliance with the FSM Rules

regarding disclosure. The Group Disclosure Policy governs

Fonterra’s communications with investors and market

participants, and the disclosure of information relevant to

Fonterra. This policy, and the Group Disclosure Standard

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

Fonterra’s Disclosure Committee holds regular and ad hoc

meetings to oversee Fonterra’s continuous disclosure obligations.

The members of the Disclosure Committee are the CEO, CFO,

Managing Director Co-operative Affairs, Director Capital Markets

and the Director Governance, Risk and Audit.

The Disclosure Committee’s Charter states that the Committee

has responsibility for overseeing Fonterra’s continuous disclosure

obligations and reviewing, monitoring and implementing the

Group Disclosure Policy. The Committee maintains a register

of continuous disclosure matters and also ensures a consistent

and high standard of communication with farmer shareholders,

unit holders, other investors and market participants on a

timely basis.

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

Finance Committee, the Chairman of the Milk Price Panel and

the Chairman of the Co-operative Relations Committee attend

the Committee’s meetings to review and approve the release

of the Interim and Annual Reports, and on an ad hoc basis to

provide input into specific continuous disclosure obligations.

Fonterra and the Manager of the Fonterra Shareholders’ Fund

have entered into an arrangement to co-operate with each other

and take all steps reasonably required to ensure that information

to be disclosed by either of them under the FSM Rules and the

listing rules of the NZX or the ASX (as the case may be) is

disclosed simultaneously to the Fonterra Shareholders’ Market,

the NZX Main Board and the ASX. Fonterra simultaneously

discloses relevant information on ASX on behalf of the

Fonterra Shareholders' Fund.

WEBSITE DISCLOSURE

At present Fonterra has the following documents available

on fonterra.com:

• Board Charter

• Board Code of Conduct

• Audit and Finance Committee Charter

• Co-operative Relations Committee Charter

• Safety and Risk Committee Charter

• Appointments and Remuneration Committee Charter

• Group Privacy Policy

• The Way We Work (Code of Business Conduct)

• Group Disclosure Policy and Group Disclosure Standard

• Group Diversity and Inclusion Policy

• Group Health, Safety and Wellbeing Policy

• Group Environmental Policy

• Group Ethical Behaviour Policy

• Group Securities Trading Policy.

Fonterra does not have a Director Remuneration Policy for the

reasons noted below under the heading ‘Director Remuneration’.

NON-FINANCIAL REPORTING

Fonterra is guided by international best practice and agrees that

adoption of internationally recognised reporting frameworks is a

good way of allowing users of our disclosure information to more

easily compare it with others. For this reason we have adopted the

Global Reporting Initiative (GRI) guidelines.

In this Annual Review, we provide coverage of both financial and

non-financial matters. Non-financial reporting includes coverage

of our new strategy in the ‘Our New Direction’ section. High-level

consideration of activities across our sustainability pillars of

Nutrition, Environment and Community are included in the

‘Our Year That’s Been’ section. In November 2018 Fonterra issued

its second Sustainability Report based upon GRI guidelines to

further expand our non-financial disclosure for each financial year.

We plan to release the Sustainability Report annually, with the

next report due to be issued in November 2019.

OUR CORPORATE GOVERNANCE

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

68

Principle 5: Remuneration
Fonterra’s remuneration framework is designed to attract, retain

and motivate high quality Directors and senior management.

DIRECTOR REMUNERATION

The Constitution modifies the discretion of the Board to set

remuneration of Directors. In accordance with the Constitution,

farmer shareholders elect an independent committee of six

farmer shareholders (the Directors’ Remuneration Committee)

to consider and make recommendations to the Annual Meeting

on remuneration for Farmer Directors, which is required to be

approved by farmer shareholders.

The members of the Directors’ Remuneration Committee as

at 31 July 2019 were David Gasquoine (Chair), John Gregan,

Glenn Holmes, Scott Montgomerie and Stephen Silcock.

Gerard Wolvers resigned on 7 June 2019.

The Board has full discretion over the remuneration of Appointed

Directors with such remuneration not being approved at the

Annual Meeting. The Board has historically remunerated

Appointed Directors at the same level as Farmer Directors in

line with Directors’ Remuneration Committee recommendations.

Given the arrangements outlined above, Fonterra does not have

a specific policy for remuneration of Directors.

Directors and employees attend Directors’ Remuneration

Committee meetings at the invitation of the Committee.

The details of the Directors’ remuneration are contained on page 79

of the Annual Financial Results for the year ended 31 July 2019.

REMUNERATION OF OUR PEOPLE

Remuneration of our CEO and Management is governed by the

Appointments and Remuneration Committee (previously known

as the People, Culture and Safety Committee). Their focus is on

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

need to deliver the highest possible overall returns to our farmer

shareholders and unit holders.

Our remuneration framework remains largely unchanged

for the year ended 31 July 2019. The key points to note for

FY19 are:

• we did not meet the FY18-19 minimum performance

thresholds and therefore no Long-Term Incentive payments

were earned

• the decision was made not to make any Short-Term Incentive

payments or annual Sales Incentive Plan payments in relation

to FY19 performance

• for the FY19 performance period our previous CEO,

Theo Spierings, received total remuneration of $4,673,359

which included performance payments realised for FY17

• for the FY19 performance period our CEO, Miles Hurrell,

received total remuneration of $2,263,045 which includes

his payment for acting in the role between 15 August 2018

and 4 March 2019 before his permanent appointment on

5 March 2019.

REMUNERATION BENCHMARKING

Benchmarking of our remuneration is conducted using

independent third-party advisors as appropriate to the market

in which our employees work. Where appropriate, Fonterra will

use supplementary pay intelligence data.

Pay benchmarking for the CEO, Fonterra Management Team

(FMT) and certain senior roles is conducted using independent

third-party remuneration advisers appointed by the Board.

Given that our Co-operative’s size and global scale is unique

to New Zealand, the peer group for these roles is comprised of

24 Australian listed companies that are more closely matched

to the size, complexity and operational scope of Fonterra,

allowing a more appropriate benchmarking of senior executive

remuneration. The benchmark also reflects that senior positions

within Fonterra require global expertise, and are typically

recruited from competitive global talent markets, particularly

Australia and Asia. Fonterra aims to pay at the median of the

benchmark of the given peer group for our senior executives.

Fonterra’s remuneration framework for salaried staff is based on

a ‘total remuneration’ approach, which is consistent with best

practice globally. This includes base salary, benefits (superannuation

and insurance), and variable remuneration (incentives).

The remuneration we pay our employees is benchmarked against

comparable companies in the country or region where they are

located, using information obtained from independent

remuneration consultants. Adjustments may occur on a cyclical

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

to recognise factors such as additional responsibilities.

The framework is designed to consider budget, market conditions,

internal equity, and governance factors such as local legislation,

as well as taking into account individual performance.

INCENTIVE PLANS

Fonterra’s incentive programmes are designed to drive our

Co-operative’s performance by:

• focusing on our Co-operative’s primary objective of maximising

returns for its farmer shareholders

• promoting collaboration and a one team approach to achieve

Fonterra’s goals

• establishing targets which are challenging yet achievable; and

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

At the end of each financial year, performance is reviewed

and incentive payments are approved by the Appointments

and Remuneration Committee at its discretion. The Board and

the Committee retain absolute discretion in respect to payments

for all incentive schemes.

EXECUTIVE REMUNERATION AND INCENTIVE PLANS

Fonterra’s remuneration framework for the CEO and members

of the FMT is designed to attract and retain key talent while

ensuring a strong link between performance and reward.

Remuneration for these employees comprises three components:

Fixed Remuneration, Short-Term Incentives and Long-Term

Incentives. Each of the components are detailed below.

Fixed Remuneration

Fixed Remuneration consists of base salary and benefits. Fixed

Remuneration for the CEO and FMT is generally reviewed on

an annual basis, with consideration to market relativities and

the individual performance of each senior executive. Any Fixed

Remuneration changes for the CEO must be approved by the Board.

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

69

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

focus the FMT on delivering exceptional results. STI targets are

expressed as a percentage of base remuneration. For the CEO

the STI is set at 60% of Fixed Remuneration and for the FMT, the

STI target is set between 30% and 60% of Fixed Remuneration.

At the beginning of each financial year, the Board agrees

the business plan and organisational objectives. These

objectives form the basis on which the year’s STI plan is

then set. The FY19 STI outcomes for the CEO and the FMT

are determined by three elements:

• Fonterra Group Performance (Volume and EBIT)

• Health & Safety and Food Safety & Quality

• Total Farmer Pay-out

A minimum performance threshold must be met for achievement

of any of the Group performance elements. The maximum

incentive opportunity for the CEO and the FMT is capped

at 200% of individual target pay-out.

Long-Term Incentives

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

delivering successful outcomes for our Co-operative over the

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

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

for the CEO. For the remaining FMT members, the LTI target

is set between 30% and 50% of Fixed Remuneration.

The FY18-20 and FY19-21 LTI outcomes for the FMT are

determined by two elements:

• Return on Capital including intangibles

(NOPAT/Invested Capital)

• Growth in Earnings per Share (EPS)

For any payment to be made, a minimum performance threshold

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

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

CEO REMUNERATION

Chief Executive Officer

3

– Total Remuneration FY19

Miles Hurrell held the role of Chief Executive Officer on an interim basis from 15 August 2018 to 4 March 2019 before being

permanently appointed on 5 March 2019. Mr Hurrell’s annual fixed remuneration as at 31 July 2019 was $1,950,000. The total

remuneration he received in FY19 was $2,263,045, made up as follows.

FIXED REMUNERATIONPAY FOR PERFORMANCETOTAL REMUNERATION

SALARYBENEFITS

4

STILTI

5

OTHER

6


$1,377,756$65,9140$219,375$600,000$2,263,045

3 The total remuneration received in FY19 by Mr Theo Spiering, whose employment as Chief Executive Officer ceased on 31 August 2018, was $4,673,359.

FY19 remuneration received included base salary, superannuation contributions, holiday pay entitlement and short-term and long-term incentive

payments in relation to performance in previous years.

4 Employer superannuation contribution.

5 Payment of the FY17 VLI deferred payment in relation to performance in FY17.

6 Comprises a payment of $600,000 in relation to interim CEO position and appointment as permanent CEO. This payment was contractually agreed

on 5 March 2019 and was paid in two instalments of $300,000 in May 2019 and July 2019.

OUR CORPORATE GOVERNANCE

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

70

REMUNERATION AND INCENTIVE PLANS
FOR SALARIED STAFF

Fixed Remuneration

Under our ‘total remuneration’ approach for salaried positions,

Fonterra generally aims to pay at the median rate in the markets

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

have a significant influence on business performance, Fonterra

may choose to benchmark at the upper quartile rate. This is

particularly true for certain international markets where securing

key talent can be difficult.

Review of Fixed Remuneration

Fixed remuneration for salaried and waged employees who are

not covered by a collective agreement is reviewed annually.

Remuneration for employees who are on collective agreements

is negotiated and agreed in partnership with Fonterra’s employee

representative organisations and is reviewed in line with the

schedules agreed with those employee representative organisations.

Short Term Incentive Plans

The majority of permanent salaried employees in Fonterra

participate in an annual short-term incentive (STI) plan. In FY19,

this incentive covered approximately 6,500 employees.

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

strategic objectives within each financial year. At the beginning

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

performance indicators (KPIs) are identified and approved by

the Appointments and Remuneration Committee.

The KPIs are established every year, but normally include

important financial measures (revenue and EBIT), operational

efficiency measures, and measures centred around health and

safety and food safety and quality.

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

includes an incentive component that is based on the total

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

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

financial outcomes.

Some employees who are eligible for the STI plan have a portion

of their incentive aligned with their individual performance

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

to the relevant Group or business unit KPI scorecard. Senior

Management is typically aligned to 100% of Fonterra Group

Performance, resulting in their incentives being fully aligned

to Fonterra’s outcomes as a business.

The decision was made not to make any STI or annual Sale

Incentive Plan payments in FY19.

Other Incentive Plans

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

sales incentive plans for market facing sales and support teams.

These are targeted to achieve specific revenue growth outcomes

in key markets as well as aligning to our Group and business unit

strategic objectives.

Employees in these plans do not participate in any other

short-term incentive plans.

Long Term Incentive Plans

This year Fonterra changed the eligibility of the FY19-21

Long-Term Incentive (LTI) plan to CEO and FMT members only.

Previous LTI plans extended eligibility beyond FMT to certain

senior executives. For purposes of clarification, we have

summarised below the LTI plans that are active or where deferred

payments have been made in FY19 for non-FMT members.

Velocity Leadership Incentive (FY17)

The Velocity Leadership Incentive (VLI) was the LTI plan in place

for FY17. It has been discontinued and did not apply in FY18

or beyond. The VLI was a targeted two-year plan to accelerate

and reward the Fonterra business transformation, which our

Co-operative referred to as ‘Velocity’.

The FY17 VLI payment schedule was a 50% payment following

the end of FY17, with the remaining 50% deferred over two years.

The second and final 25% deferral was paid in November 2018.

FY18–FY20 Long-Term Incentive

In FY18, the Appointments and Remuneration Committee

approved a new LTI plan for FY18 to FY20 and beyond.

The change marked a return to a more traditional LTI plan

designed to incentivise the achievement of longer-term strategic

objectives of our Co-operative. This LTI used two core financial

metrics to measure achievement of our Co-operative’s

performance. The metrics are Return on Capital and Earnings

per Share.

LTI plan targets were set over a three-year performance period.

Assuming performance thresholds have been met at the end of

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

cash in October the following fiscal year.

FY18 and FY18-19 Long-Term Incentives

With the introduction of the new LTI structure and the subsequent

discontinuation of the VLI, two shorter term ‘bridging’ LTI plans

were developed to ensure that Fonterra appropriately incentivised

performance over the FY18 and FY18-19 vesting periods.

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

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

plan, albeit for a shorter performance period. Targets for these

plans were developed with reference to the FY18 and FY19

business plans and were approved by the Appointments and

Remuneration Committee.

For both the FY18 and FY18-19 plan, performance thresholds

were not met and no payment was made.

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

71

Principle 6: Risk Management
RISK MANAGEMENT FRAMEWORK

Fonterra’s integrated risk management framework is based on

a three lines of defence model. The Board sets the risk appetite

settings for our Co-operative which are used to inform decision

making, policy settings and the risk management framework.

As the first line of defence, our people leaders have clear

responsibilities for business risk management and to ensure

compliance with external requirements as well as Group Policy

and Standards. Technical functions provide the second line of

defence through a range of specialist audit programmes across

the business. Our Internal Audit programme, external and

customer audit systems comprise the third line of defence.

Compliance with our Group Policy Framework is a condition of

employment at Fonterra, which is also articulated in our Group

Policy Principles.

Our integrated risk management framework is aligned

with international best practice and includes a consistent

approach that:

• supports our people to understand risk, rationale

and relevance to business decision-making

• informs a customised risk management process for Fonterra

• enables the identification and implementation of

appropriate options to manage our risk

• enables continuous awareness and understanding of the

nature and level of risks across the business

• assures and improves the quality and effectiveness

of our risk management process design, implementation

and outcomes

• is an integral part of the business’s governance framework.

Fonterra’s Risk Management Policy outlines our risk principles,

accountabilities and the requirements for managing and

reporting risk within the business. The Integrated Risk Forum

meets quarterly to ensure a balanced view of risk and that our

most material risk and exposure profile is understood, reviewed,

appropriately managed and reported.

Members of the Integrated Risk Forum are senior managers from

across the business who evaluate our risks, identify and prepare

for emerging risks and provide a senior management level of risk

oversight through monitoring of, and reporting against our

Risk Appetite Statement, indicators and tolerances. This is

then provided to the Safety and Risk Committee. The Safety

and Risk Committee receives reports on Fonterra’s integrated

risk management framework and the Board receives regular

updates from the Safety and Risk Committee.

In our Sustainability Report we provide more detailed information

on our approach to health and safety, food safety and quality,

environmental and animal welfare risks.

HEALTH AND SAFETY

Fonterra is committed to providing a safe and healthy work

environment to anyone who is affected by our operations.

Continuous health and safety improvement is an integral part

of everything we do. Achieving effective health and safety

improvement is regarded as essential to our long-term success

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

We have focused programmes to address our critical risks and

injury reduction ambitions.

Fonterra’s health and safety performance is measured using

a number of reactive and preventive indicators. These include

Total Recordable Injury Frequency Rate (TRIFR), number of

serious harm injuries, status of controls implemented as an

outcome of self-assurance and internal audits and serious

event investigations.

While our TRIFR has decreased over the past year from 5.2 to

4.9, there have been a higher number of serious harm injuries

in FY19 (18) compared to FY18 (14), and one fatality in China.

We remain committed to maintaining our longer term TRIFR

goal of 5.0 which represents world class within our industry

group. We will continue to track our efforts on a broad range

of personal safety, health and wellbeing programmes to enhance

our people care as well as on managing critical risks and process

safety to assure our key risk controls are effective.

OUR CORPORATE GOVERNANCE

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

72

Principle 7: Auditors
AUDITOR FRAMEWORK

The Audit and Finance Committee is responsible for making

recommendations to the Board regarding the appointment

of the external auditor. The external auditor is appointed by

farmer shareholders at the Annual Meeting.

The Audit and Finance Committee reviews the independence

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

of engagement and annual audit plan.

Fonterra encourages the rotation of the lead external audit

partner in the relationship in accordance with best practice.

Fonterra has a Group Audit Independence Policy for certain

activities the auditor may undertake for the Group. This policy

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

undertake, those the auditor may only undertake with the

approval of the Audit and Finance Committee, and the types

of activities that are not permitted. The Audit and Finance

Committee will not approve the auditor performing any tasks

that have the potential to create a conflict except in exceptional

circumstances and then only if appropriate safeguards are in place.

The Audit and Finance Committee monitors the performance of

these additional activities undertaken by the auditor.

The Audit and Finance Committee Chairman communicates

regularly with the external auditor and the Audit and Finance

Committee meets with the external auditor without

Management at least twice a year.

The Audit and Finance Committee is responsible for ensuring

that the ability of the auditor to carry out its statutory audit role

is not impaired, or could reasonably be perceived to be impaired.

The fees paid to Fonterra’s auditor, PricewaterhouseCoopers, are

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

ended 31 July 2019.

An RFP process was completed during the year for the provision

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

KPMG was the successful party in that process and the Board

will be recommending their appointment as external auditor

to farmer shareholders at the Annual Meeting.

ANNUAL MEETING

The external auditor is required to attend Fonterra’s Annual

Meeting and be available to answer questions from farmer

shareholders in relation to the audit.

INTERNAL AUDIT

Fonterra’s internal audit function provides the Audit and Finance

Committee and Management with objective and independent

assurances on the design and effectiveness of internal controls.

A close working relationship with Management is critical to

ensure Internal Audit remains relevant and provides adequate

audit coverage.

Internal Audit supports the achievement of Fonterra’s Group

business objectives by:

• evaluating the effectiveness of risk management, controls and

governance processes

• delivering reasonable assurance over key business risks to the

Audit and Finance Committee and Management

• providing recommendations for control environment

improvements.

The approach to internal audit is based on the principle of line

management responsibility for risk and controls.

• Management is responsible for implementing, operating

and monitoring the system of internal controls to provide

reasonable assurance of achieving business objectives.

• Internal Audit is responsible for:

–delivering a reasonable degree of assurance (as determined

by the Audit and Finance Committee) over business risk

–assisting the business with special reviews or investigations

–complying with the Internal Audit methodology.

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

73

Principle 8: Shareholder Rights and Relations
WEBSITE

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

interested stakeholders can access financial and operational

information and key corporate governance information about

Fonterra as an issuer.

SHAREHOLDERS’ COUNCIL

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

Shareholders’ Council. The Council, Fonterra’s representative

body, which is established under the Fonterra Constitution,

is independent of the Board and as at 31 July 2019 comprised

25 farmer shareholders elected as Councillors, representing

25 wards across New Zealand. The Shareholders’ Council was

created to be the guardian of the Co-operative Principles

which apply to the cornerstone activities of our Co-operative.

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

The Council reviews the Board’s Statement of Intentions for

the performance and operations of the Group and publishes

an annual report, commenting on these matters.

The Council, Board and Management have a working interface

document which sets out the principles to facilitate the working

partnership between the Board, the Council and Management

and the way operational issues will be dealt with by the Board

and the Council.

The working interface document is available on the Farm

Source™ website.

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

of the Board and the Council and the Chairs of their

respective Committees.

FARMER COMMUNICATIONS

Fonterra is committed to maintaining and improving

communication with its farmers. An extensive farmer and

supplier relations programme is managed by the Farm Source™

team. Channels for electronic communication are provided

through the fonterra.com and Farm Source™ websites and the

My Co-op phone application. In addition, Fonterra provides

farmers with the ability to receive communications (such as

the Annual Report) from Fonterra electronically.

Fonterra’s communications with farmers include regular

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

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

and regular emails from the Chairman, CEO and Regional Heads.

As described above, Fonterra releases to the relevant stock

exchanges all material information, and will comply with the

listing rules of the Fonterra Shareholders’ Market with respect

to shareholder communications.

FARMER MEETINGS

A schedule of regular meetings with farmer shareholders,

sharemilkers and farm workers is held across the country at

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

the Shareholders’ Council and Farm Source™ regional teams.

Farmer Directors also regularly attend other farmer meetings

during the year on specific topics.

In addition, the Board consults with farmers on specific issues

as they arise.

FONTERRA.COM AND FARM SOURCE™ DIGITAL TOOLS

An overview of our Co-operative’s operations, financial

presentations and public announcements are all available on the

fonterra.com website. Our Co-operative also uses emails, including

regular updates from the Chairman, CEO and regular farmer

updates to share information with its stakeholders.

The Farm Source™ website enables farmer shareholders,

their employees and business partners to transact online with

Fonterra and access information and tools on milk production

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

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

business to farmer shareholders.

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

and information from across our Co-operative and the industry

including milk price announcements, updates from the Chairman

and CEO, and rural and regional council news. The On Farm app

provides daily milk production and quality information, comparisons

against last season volumes, tanker movements, and summary

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

ANNUAL OR SPECIAL MEETING

The Board views the Annual Meeting of farmer shareholders,

which is held at a different venue around New Zealand each

year, as an opportunity to communicate directly with farmer

shareholders and the Board ensures that adequate time is

provided at these meetings for farmer shareholders to raise

issues or ask questions from the floor.

The Constitution describes the process whereby a farmer

shareholder can raise a proposal for discussion or resolution

at the next meeting of farmer shareholders at which the farmer

shareholder is entitled to vote.

Notices of Annual or Special Meetings are sent to farmer

shareholders at least 10 working days before the meeting.

OUR CORPORATE GOVERNANCE

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

74

ANNUAL REPORT
The Group’s Annual Report including financial statements and

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

material announcements, are designed to present a balanced

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

available on fonterra.com.

OTHER DISCLOSURES

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

financial results, Director changes, and other significant matters,

is advised to the market through the NZX and ASX in accordance

with the Group Disclosure Policy. Farmer shareholders and other

stakeholders receive regular updates on these and other issues

relevant to them and all media and market releases are available

on fonterra.com.

VOTING

Shareholders have the right to vote on major transactions

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

decisions that may change the nature of Fonterra as prescribed

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

restricts Fonterra from entering into any transaction (or series of

linked or related transactions) which would change the essential

nature of the business of Fonterra or in respect of which the gross

value is in excess of 50% of the average market capitalisation of

Fonterra without the prior approval of Fonterra’s shareholders.

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

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

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

Corporate Governance CONTINUED

FONTERRA ANNUAL REPORT 2019

75

Summary Financial
Statements

FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

Contents

Directors’ Statement77

Income Statement78

Statement of Comprehensive Income79

Statement of Financial Position80

Statement of Changes In Equity81

Cash Flow Statement82

Notes to the Summary Financial Statements83

Independent Auditor’s Report110

Statutory Information112

Non-GAAP Measures113

Glossary115

FONTERRA ANNUAL REPORT 2019

76

Directors’ Statement
FOR THE YEAR ENDED 31 JULY 2019

The Directors hereby approve and authorise for issue the summary financial statements for the year ended 31 July 2019 presented on

pages 77 to 109. For and on behalf of the Board:

JOHN MONAGHAN BRUCE HASSALL

Chairman Director

25 September 2019 25 September 2019

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

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

Entity under the Financial Markets Conduct Act 2013. Fonterra is also required to comply with the Dairy Industry Restructuring Act 2001.

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

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

in accordance with Financial Reporting Standard No. 43: Summary Financial Statements and have been extracted from the Group’s full

financial statements. The Group’s full financial statements comply with International Financial Reporting Standards. They also comply

with New Zealand Equivalents to International Financial Reporting Standards and have been prepared in accordance with Generally

Accepted Accounting Practice applicable to for-profit entities.

The Board has elected to present summary financial statements for the year ended 31 July 2019 as part of the Annual Report sent to

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

These summary financial statements are presented for the year ended 31 July 2019. The comparative information is for the year ended

31 July 2018. These summary financial statements of the Group have been prepared using the same accounting policies and

measurement basis as the Group’s full financial statements for the year ended 31 July 2019.

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

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

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

ended 31 July 2019 are:

–The recoverable amounts of the China Farms assets, the consumer and foodservice businesses in New Zealand and Brazil,

and the Australia ingredients business.

–The investment in Beingmate.

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

The full financial statements for the year ended 31 July 2019, approved and authorised for issue by the Board on 25 September 2019,

have been audited by PricewaterhouseCoopers and given an unqualified opinion.

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

goods and foodservice businesses. These summary financial statements are presented in New Zealand Dollars ($ or NZD), which is

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

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

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

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

FONTERRA ANNUAL REPORT 2019

77

GROUP $ MILLION
NOTES31 JULY 201931 JULY 2018

Revenue from sale of goods320,11420,438

Cost of goods sold4(17,099)(17,279)

Impact of Strategy Review:

–China Farms impairment2(203)–

–Australian strategic reset2(23)–

–New Zealand consumer and foodservice business2(7)–

–Other strategic reset costs2(2)–

Gross profit2,7803,159

Other operating income91192

Selling and marketing expenses(590)(651)

Distribution expenses(561)(572)

Administrative expenses(773)(873)

Other operating expenses(387)(400)

Net foreign exchange losses (1)(12)

Share of profit of equity accounted investees2520

WPC80 recall costs–(196)

Impairment of Beingmate–(405)

Impact of Strategy Review:

–New Zealand consumer and foodservice business and Tip Top disposal2(237)–

–Brazil consumer and foodservice business impairments2(149)–

–Disposal of Venezuelan operations2(134)–

–Australian strategic reset2(45)–

–Other strategic reset costs2(17)–

–Beingmate2(12)–

(Loss)/profit before net finance costs and tax(10)262

Finance income1623

Finance costs(434)(439)

Net finance costs(418)(416)

Loss before tax(428)(154)

Tax expense13(177)(42)

Loss after tax(605)(196)

Loss after tax is attributable to:

(Loss)/profit attributable to non-controlling interests(48)25

Loss attributable to equity holders of the Co-operative(557)(221)

Loss after tax(605)(196)

GROUP $

31 JULY 201931 JULY 2018

Earnings per share:

Basic and diluted earnings per share(0.35)(0.14)

The accompanying notes form part of these summary financial statements.

Income Statement

FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

78

GROUP $ MILLION
NOTES31 JULY 201931 JULY 2018

Loss after tax(605)(196)

Items that may be reclassified subsequently to profit or loss:

Cash flow hedges and other costs of hedging, net of tax(1)(459)

Net investment hedges and translation of foreign operations, net of tax(12)188

Hyperinflation (losses)/gains attributable to equity holders(10)17

Foreign currency translation reserve losses transferred

to the income statement2193–

Hyperinflation reserve gains transferred to the income statement2(12)–

Other reserve movements–(1)

Total items that may be reclassified subsequently to profit or loss158(255)

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

Net fair value (losses)/gains on investments in shares(1)8

Foreign currency translation gains/(losses) attributable to

non-controlling interests1(2)

Hyperinflation movements attributable to non-controlling interests–12

Total items that will not be reclassified subsequently to profit or loss–18

Total other comprehensive income/(expense) recognised directly in equity158(237)

Total comprehensive expense(447)(433)

Total comprehensive (expense)/income is attributable to:

Equity holders of the Co-operative (415)(468)

Non-controlling interests(32)35

Total comprehensive expense(447)(433)

The accompanying notes form part of these summary financial statements.

Statement of Comprehensive Income

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL REPORT 2019

79

GROUP $ MILLION
NOTES31 JULY 201931 JULY 2018

ASSETS

Current assets

Cash and cash equivalents550446

Trade and other receivables 1,9002,355

Inventories2,9442,917

Tax receivable4547

Derivative financial instruments 4859

Assets held for sale229–

Other current assets 116141

Total current assets5,8325,965

Non-current assets

Property, plant and equipment96,5126,810

Equity accounted investments 202615

Livestock10295288

Intangible assets2,5973,227

Deferred tax assets592667

Derivative financial instruments440204

Other non-current assets 604323

Total non-current assets11,24212,134

Total assets17,07418,099

LIABILITIES

Current liabilities

Bank overdraft34161

Borrowings71,175831

Trade and other payables 1,8692,116

Owing to suppliers81,5341,579

Tax payable3735

Derivative financial instruments215296

Provisions6314

Other current liabilities71101

Total current liabilities

4,9985,133

Non-current liabilities

Borrowings75,3615,907

Derivative financial instruments 537480

Provisions141130

Deferred tax liabilities9989

Other non-current liabilities5711

Total non-current liabilities

6,1956,617

Total liabilities

11,19311,750

Net assets

5,8816,349

EQUITY

Subscribed equity5,8875,887

Retained earnings360934

Foreign currency translation reserve(183)(364)

Hedge reserves(268)(267)

Other reserves829

Total equity attributable to equity holders of the Co-operative

5,8046,219

Non-controlling interests

77130

Total equity

5,8816,349

The accompanying notes form part of these summary financial statements.

Statement of Financial Position

AS AT 31 JULY 2019

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

80

ATTRIBUTABLE TO EQUITY HOLDERS OF THE CO-OPERATIVE
GROUP $ MILLION

SUBSCRIBED

EQUITY

RETAINED

EARNINGS

FOREIGN

CURRENCY

TRANSLATION

RESERVE

HEDGE

RESERVES

OTHER

RESERVESTOTAL

NON-

CONTROLLING

INTERESTS

TOTAL

EQUITY

As at 1 August 20185,887934(364)(267)296,2191306,349

Loss after tax–(557)–––(557)(48)(605)

Other comprehensive (expense)/income–(17)181(1)(21)14216158

Total comprehensive (expense)/income–(574)181(1)(21)(415)(32)(447)

Transactions with equity holders in their capacity as equity holders:

Equity instruments issued––––––11

Dividend paid to non-controlling interests––––––(22)(22)

As at 31 July 20195,887360(183)(268)85,804775,881

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

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

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

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

Transactions with equity holders in their capacity as equity holders:

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

Equity instruments issued29––––291544

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

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

The accompanying notes form part of these summary financial statements.

Statement of Changes in Equity

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL REPORT 2019

81

GROUP $ MILLION
31 JULY 201931 JULY 2018

Cash flows from operating activities

(Loss)/profit before net finance costs and tax(10)262

Adjustments for:

–Foreign exchange (gains)/losses(29)239

–Depreciation and amortisation561544

–China Farms impairment203–

–New Zealand consumer and foodservice business and Tip Top disposal214–

–Brazil consumer and foodservice business impairments149–

–Disposal of Venezuelan operations134–

–Australian strategic reset32–

–Beingmate12–

–Impairment of equity accounted investees–405

–Other 355

1,3111,193

Decrease/(increase) in working capital:

Inventories(52)(313)

Trade and other receivables38875

Amounts owing to suppliers(222)277

Payables and accruals(124)98

Other movements (112)42

Total(122)179

Cash generated from operations1,1791,634

Net taxes paid(56)(86)

Net cash flows from operating activities1,1231,548

Cash flows from investing activities

Cash was provided from:

–Proceeds from sale of businesses396–

–Proceeds from disposal of property, plant and equipment3226

–Proceeds from sale of livestock2879

–Proceeds from sale of investments77

–Co-operative support loan repayments177149

–Other cash inflows256

Cash was applied to:

–Acquisition of property, plant and equipment(541)(858)

–Acquisition of livestock (including rearing costs)(37)(45)

–Acquisition of intangible assets(82)(147)

–Acquisition of investments(10)(14)

–Advances to and investments in equity accounted investees(6)(151)

–Other cash outflows(17)–

Net cash flows from investing activities(28)(948)

Cash flows from financing activities

Cash was provided from:

–Proceeds from borrowings3,7464,334

–Interest received1418

Cash was applied to:

–Interest paid(427)(446)

–Repayment of borrowings(4,149)(4,077)

–Dividends paid to non-controlling interests(22)(27)

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

–Other cash outflows(12)(74)

Net cash flows from financing activities(850)(725)

Net increase/(decrease) in cash245(125)

Opening cash 285382

Effect of exchange rate changes(14)28

Closing cash516285

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

Cash and cash equivalents550446

Bank overdraft(34)(161)

Closing cash516285

The accompanying notes form part of these summary financial statements.

Cash Flow Statement

FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

82

Notes to the Summary Financial Statements
FOR THE YEAR ENDED 31 JULY 2019

NEW AND AMENDED INTERNATIONAL FINANCIAL REPORTING STANDARDS

Impact of adopting NZ IFRS 15 Revenue from Contracts with Customers

Fonterra adopted NZ IFRS 15 from 1 August 2018.

Fonterra is not materially impacted by the adoption of NZ IFRS 15 because:

–Fonterra has historically recognised revenue at the time the risks and rewards of ownership of the products pass to the customer.

Fonterra determined that customers obtain control of the products at the same time as risks and rewards of ownership pass

to the customer. The timing of revenue recognition is therefore unchanged by the adoption of NZ IFRS 15.

–In relation to the contract price, Fonterra has not identified any material changes to the accounting for trade spend, rebates,

or other items of variable consideration.

Fonterra has elected to utilise the cumulative effect transition approach and to apply NZ IFRS 15 to contracts that were not completely

fulfilled at 1 August 2018. No transition adjustment is recognised as the impact of the adoption of NZ IFRS 15 and use of the practical

expedient has not had a material impact on the timing of revenue recognition or on the measurement of revenue.

The Group’s revenue accounting policy is disclosed in Note 3 of the Group’s full financial statements.

Accounting standards issued but not yet effective

NZ IFRS 16 LEASES

NZ IFRS 16 Leases replaces the current guidance on lease accounting. It requires a lease liability reflecting future lease payments,

and a ‘right-of-use asset’, to be recognised for most lease contracts where Fonterra is a lessee. This includes many of the leases

currently classified as operating leases for which no asset or liability is reflected on the statement of financial position under existing

accounting rules.

Fonterra has elected to utilise the modified retrospective approach. This will require an adjustment to equity as at 1 August 2019, and

prior year comparatives will not be restated. Fonterra has also elected to retain the current accounting treatment for short-term leases

and low-value assets.

Management has assessed the effect of applying NZ IFRS 16 through a project that included collecting and validating Fonterra’s

portfolio of leases, assessing the lease term and discount rate assumptions, implementing an IT system solution for lease accounting

under NZ IFRS 16, and implementing changes to internal processes and controls. Management is in the final stages of completing

the validation of the portfolio of leases through a review of historic supply arrangements. In addition, the long-term supply arrangement

with A-Ware disclosed in Note 21 of the Group’s full financial statements is currently being assessed to determine if it meets the

definition of a lease under NZ IFRS 16. Any lease accounting implications would be recognised during FY20 when the A-Ware plant

supporting the agreement is commissioned.

On transition to NZ IFRS 16 at 1 August 2019, based on management’s current expectation of the portfolio of leases, Fonterra expects

to recognise a right-of-use asset of $465 million and a lease liability of $487 million.

The adoption of NZ IFRS 16 does not have a significant impact on Fonterra’s net profit after tax. However, there will be an increase

in profit before net finance costs and tax, because a portion of the lease costs currently reported in cost of goods sold or operating

expenses will be recorded as finance costs. Following adoption of NZ IFRS 16, the presentation of lease payments in the cash flow

statement will change from operating activities to financing activities.

Based on Fonterra’s current expectation of the portfolio of leases held by Fonterra at 31 July 2019, the impact of adopting NZ IFRS 16

on the financial results for the year ending 31 July 2020 is estimated to be a reduction in the expenses of $98 million, an increase in

interest expense of $16 million, and additional depreciation of $86 million. This results in an overall decrease in net profit of $5 million.

Any change in the portfolio of leases following completion of the validation and review process will change the estimated impact

on Fonterra’s financial results. Fonterra’s lease population is likely to change during the year ending 31 July 2020, so the actual impact

is likely to vary from these estimates. At the date of these financial statements Fonterra had not yet determined any deferred tax

accounting impact of adopting NZ IFRS 16.

Fonterra’s operating lease commitments at 31 July 2019 are disclosed in Note 21 of the Group’s full financial statements.

There are no other new or amended standards that are issued but not yet effective that are expected to have a material impact

on the Group.

FONTERRA ANNUAL REPORT 2019

83

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

PERFORMANCE

1 SEGMENT REPORTING

a) Operating segments

Operating segments reflect the way financial information is regularly reviewed by the Fonterra Management Team (FMT). The measure

of profit or loss used by the FMT to evaluate the underlying performance of operating segments is normalised segment earnings before

net finance costs and tax.

Transactions between segments are based on estimated market prices, except for the sale of milk from China Farms to Ingredients.

The transfer price used for these transactions is RMB 4.00 per kg.

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

REPORTABLE SEGMENTDESCRIPTION

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

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

Farm Source™ stores, and the Australian and South American ingredients businesses.

Consumer and foodservice

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

and Australia (including export to the Pacific Islands).

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

and the Middle East.

–Greater ChinaRepresents FMCG and foodservice businesses in Greater China.

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

China Farms Represents farming operations in China.

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

84

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

a) Operating segments CONTINUED

GROUP $ MILLION

31 JULY 2019

INGREDIENTSCONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

NOTESOCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment income statement

External revenue13,3281,9891,8141,4811,5026,786––20,114

Inter-segment revenue

1

3,7071704825225249(4,181)–

Revenue from sale of goods17,0352,1591,8621,4831,5077,011249(4,181)20,114

Cost of goods sold(15,608)(1,737)(1,411)(1,134)(1,108)(5,390)(244)4,143(17,099)

Segment gross profit1,4274224513493991,6215(38)3,015

Operating expenses(735)(333)(284)(190)(366)(1,173)(21)(382)(2,311)

Net other operating income6131441222(4)91

Net foreign exchange gains/(losses)16–(8)(2)(1)(11)(1)(5)(1)

Share of profit/(loss) of equity

accounted investees42–(2)(1)41(19)125

Normalised segment earnings

before net finance costs and tax8119215816040450(14)(428)819

Normalisation adjustments:

New Zealand consumer and foodservice

business2–(204)–––(204)––(204)

Disposal of Tip Top2–(25)–––(25)–(15)(40)

China Farms impairment2––––––(203)–(203)

Brazil consumer and foodservice

business impairments 2(6)–––(143)(143)––(149)

Disposal of Venezuelan operations2(22)–––(112)(112)––(134)

Australia strategic reset2(68)–––––––(68)

Other strategic reset costs2–(2)––(5)(7)–(12)(19)

Beingmate2–––(12)–(12)––(12)

Segment earnings before

net finance costs and tax715(139)158148(220)(53)(217)(455)(10)

Finance income16

Finance costs(434)

Loss before tax(428)

Other segment information:

Volume

2

(liquid milk equivalents, billion)21.421.691.451.210.785.130.26(4.96)21.85

Volume

2

(metric tonnes, thousand)3,1716272972995591,78220(834)4,139

Depreciation and amortisation ($ million)(408)(27)(12)(2)(33)(74)(26)(53)(561)

Capital expenditure

3

4454310130842348600

Equity accounted investments112–––1212699202

Capital employed

4

($ million)9,272509180(42)3621,009735(1,348)9,668

Reconciliation of reported to segment gross profit for the year ended 31 July 2019:

GROUP $ MILLION

Segment gross profit 3,015

Normalisation adjustments

–China Farms impairment (203)

–Australian strategic reset(23)

–New Zealand consumer and foodservice business strategic review impact(7)

–Other restructuring costs(2)

Reported gross profit2,780

1 Ingredients inter-segment revenue includes sales to Foodservice businesses across the Group, this is a change from the way in which those sales were reported

for the year ended 31 July 2018 where they were reflected as an adjustment to the cost of goods sold. The change increased sales revenue by $901 million for

the year ended 31 July 2019, there was no impact on the gross profit or earnings of the Ingredients business or the Group.

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

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

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

and equity accounted investments. These balances incorporate intersegment net working capital and funding arrangements.

FONTERRA ANNUAL REPORT 2019

85

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

a) Operating segments CONTINUED

GROUP $ MILLION

31 JULY 2018

INGREDIENTSCONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

OCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment income statement

External revenue

1

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

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

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

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

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

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

Net other operating income11181814246422(5)192

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

Share of profit/(loss) of equity

accounted investees54–––44(5)154

Normalised segment earnings

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

Normalisation adjustments:

Reduction in the carrying value of

investment in Beingmate

2

–––(439)–(439)––(439)

WPC80 recall costs

3

(196)–––––––(196)

Time value of options

4

(5)–––––––(5)

Segment earnings before

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

Finance income23

Finance costs(439)

Loss before tax(154)

Other segment information:

Volume

5

(liquid milk equivalents, billion)20.521.661.551.410.755.370.27(3.96)22.20

Volume

5

(metric tonnes, thousand)2,9866232982665781,76522(650)4,123

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

Capital expenditure

6

6446217261142(25)100861

Equity accounted investments308––20410214858615

Capital employed

7

($ million)9,15651595(65)332877788(1,269)9,552

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

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

accounted share of Beingmate’s losses.

3 The $196 million normalisation adjustment relates to operating expenses.

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

5 Includes sales to other strategic platforms. Total column represents total external sales. LMEs for FY18 have been restated to better reflect internal sales

between business segments.

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

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

equity accounted investments. These balances incorporate intersegment net working capital and funding arrangements.

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

86

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

b) Geographical revenue

GROUP $ MILLION

CHINA

REST

OF ASIAAUSTRALIA

NEW

ZEALAND

UNITED

STATESEUROPE

LATIN

AMERICA

REST OF

WORLDTOTAL

Geographical segment external revenue:

Year ended 31 July 20194,2945,5901,7762,1829318512,1262,36420,114

Year ended 31 July 20183,9805,6841,8362,0767936812,2723,11620,438

Revenue is allocated to geographical segments on the basis of the destination of the goods sold.

c) Non-current assets

GROUP $ MILLION

INGREDIENTS OCEANIAASIA

GREATER

CHINA

LATIN

AMERICA

TOTAL

GROUP

NEW

ZEALAND

REST OF

WORLD

NEW

ZEALANDAUSTRALIA

Geographical segment non-current assets:

As at 31 July 20195,4673057561,00784094489110,210

As at 31 July 20185,5384671,3249288271,1271,05211,263

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Reconciliation of geographical segment’s non-current assets to total non-current assets:

Geographical segment non-current assets 10,21011,263

Deferred tax assets592667

Derivative financial instruments 440204

Total non-current assets11,24212,134

FONTERRA ANNUAL REPORT 2019

87

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

2 STRATEGY REVIEW

During the year the Fonterra Board conducted a review of the business with the goal to align the business strategy, priorities,

resources and asset base with its long-term sustainable value drivers.

The Strategy Review had three dimensions:

–Strategic – to ensure alignment of focus and resources on our sources of differentiation and value creation to ensure we can

continue to create goodness for generations.

–Asset portfolio – to provide clarity on the assets that were aligned with the more focused strategy and those that were now

non-strategic or have been consistently underperforming, with a view to confirming an approach of hold, invest or divest.

–Operational – to review our operational performance, specifically in underperforming areas and where appropriate implement

the necessary improvement initiatives.

Many of the under-performing areas had previously implemented performance improvement plans that didn’t deliver sufficient

improvement.

Fonterra has reviewed the forecast earnings, incorporating the changed strategic direction and priorities, as well as the level

of success of current performance improvement activities.

The operational and asset portfolio reviews were commenced and announced in September 2018. In December 2018 it was announced

that as part of the asset portfolio review, Fonterra had reached an agreement with Beingmate to return to full ownership of the

Darnum plant in Australia and that Fonterra was looking at its ongoing ownership of Tip Top and considering a range of options

in relation to this asset.

In February 2019 it was announced that a full review of strategy was underway. In March 2019 Fonterra announced its interim result

and that it was commencing a sales process for its 50% share of DFE Pharma. It was also announced that Fonterra was considering its

options for its shareholding in Beingmate, that strong interest in Tip Top had been received and that Fonterra’s share of the Venezuelan

consumer joint venture, Corporacion Inlaca had been sold.

In May 2019 Fonterra announced that Tip Top had been sold, that a strategic review of the two Fonterra-owned farm-hubs in China

had commenced, the closure of the Dennington site in Australia and that Fonterra had agreed options for the future ownership

of the DPA Brazil joint venture, which included a potential sale of respective stakes.

In August 2019 Fonterra announced it intends to sell a portion of its stake in Beingmate and also announced a number of one-off

accounting adjustments related to non-cash impairment charges on four specific assets and the divestments made during the

financial year.

Throughout the year Fonterra has provided updates on the progress made in the operational review, which included reducing debt,

capital expenditure and operating expenses.

This note explains the accounting impact of the Strategy Review on the financial statements.

Summary Table: Net profit before tax impact of Strategy Review.

GROUP $ MILLION

NOTE

IMPAIRMENT

INTANGIBLE

IMPAIRMENT

PP&E

TOTAL

IMPAIRMENTOTHER

LOSS ON

DISPOSAL

TOTAL

IMPACT

New Zealand consumer and

foodservice businessa)(189)(7)(196)(8)(204)

Disposal of Tip Topa)(40)(40)

Sub-total Fonterra New Zealand(189)(7)(196)(8)(40)(244)

China Farms impairmentb)(203)(203)(203)

Brazil consumer and foodservice business

impairmentsc)(133)(133)(16)(149)

Disposal of Venezuelan operationsd)(134)(134)

Australia strategic resete)(9)(23)(32)(36)(68)

Other strategic reset costsf) (19)

1

(19)

Beingmateg)(12)(12)

Total net loss before tax impact(331)(233)

2

(564)(91)(174)(829)

1 $2 million of the $19 million relates to costs separately disclosed above gross margin in the income statement.

2 The $233 million of production related asset impairments are separately disclosed above gross margin in the income statement.

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

88

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

a) New Zealand consumer and foodservice business and Tip Top disposal

The New Zealand consumer and foodservice business, including Tip Top, is reported in the Oceania consumer and foodservice segment.

Fonterra’s New Zealand consumer and foodservice business has historically had strong market shares and delivered significant returns.

Goodwill was recognised on the acquisition of New Zealand Dairy Foods and the lower North Island consumer business, as shown in

the goodwill table later in this note, and the historic returns supported these balances.

In more recent times, Fonterra’s New Zealand consumer and foodservice business has experienced a decline in performance due

to market conditions and operational challenges in FY18. During FY19 Fonterra has delivered improved year-on-year operational

performance, but margin compression has continued to be a challenge reflecting the increased level of competition in the

New Zealand market.

While the core dairy business remains a strategic priority, the Tip Top ice cream business was identified as non-strategic and was

divested in May 2019, supporting Fonterra’s objective to reduce debt levels.

As part of the strategic review, several options were considered to drive margin recovery and overall earnings growth. After balancing

the impact of ongoing competition, the level of capital investment required, the likelihood of successful delivery and the reality of

the current level of performance, a revised strategic plan was agreed. The outcome of the Strategy Review results in a lower level

of forecast earnings growth, resulting in an impairment as discussed below.

Consumer and Foodservice New Zealand goodwill and brand impairment

$ MILLION

Impairment of Red Cow brand

1

4

Goodwill impairment185

Fonterra New Zealand goodwill and brand impairment189

1 Brand carrying amounts have been reviewed. The carrying amount of the Red Cow brand was not supported by future cash flows therefore the full carrying

amount of $4 million has been impaired.

The recoverable amount of the New Zealand consumer and foodservice business was assessed at $730 million. This was lower than

the carrying value of the business, resulting in an impairment of the goodwill attributed to the business of $185 million.

The revised business forecast reflects a recovery in business performance that will generate sufficient earnings to support goodwill

of $250 million and brands of $283 million.

A summary of the initial recognition of goodwill and the movements in the FY19 year is shown below.

$ MILLION

Acquisition of Tip Top on Fonterra formation31

Acquisition of New Zealand Dairy Foods in 2005365

Acquisition of lower North Island consumer business in 2006124

Goodwill on other FBNZ acquisitions91

Goodwill balance as at 1 August 2018611

Goodwill balance allocated to Tip Top at divestment

1

(176)

Impairment (185)

Goodwill balance as at 31 July 2019250

1 The entire goodwill balance in the table above is associated with the New Zealand consumer and foodservice business CGU, and is therefore tested for

impairment as part of that CGU. That CGU included Tip Top, up until Tip Top was sold. This means that goodwill was required to be attributed to the

accounting impact on disposal of the Tip Top business based on the fair value of Tip Top relative to the New Zealand consumer and foodservice business

at the date of disposal. That allocation resulted in attribution of $176 million of goodwill to Tip Top at the date of Tip Top’s disposal.

FONTERRA ANNUAL REPORT 2019

89

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

a) New Zealand consumer and foodservice business and Tip Top disposal CONTINUED

Assumptions used in the impairment assessment

The recoverable amount of the business was determined on a value in use basis using a discounted cash flow methodology.

The assumptions used in the value in use calculation are based on management approved forecasts. The actual outcome is not

certain and any change to the assumptions could potentially lead to an additional impairment.

The forecast cash flows used in the impairment model are based on a five-year business plan and have been prepared considering

past performance as well as future expected performance aligned with the Board’s Strategy Review.

The forecast resulted in a reduction in expected volume growth and market shares, as well as margin improvement driven from

initiatives in trade spend management, manufacturing and supply chain efficiencies and reduced expenses.

Initiatives driving rationalisation of trade spend management and cost out, both through improved productivity in our manufacturing

and supply chain and through reduced operating expenditure, are the largest drivers of forecast earnings improvement.

The long-term growth rate applied to the future cash flows at year five of the forecast is 2.7 per cent (31 July 2018: 2.4 per cent).

This reflects the weighted average inflation rate of New Zealand and this business’s export markets.

The post-tax discount rate is 8.1 per cent (31 July 2018: 8.1 per cent). The pre-tax discount rate is 10.2 per cent.

The impact of changes in these key assumptions on the recoverable amount are shown in the table below. The sensitivities shown

assume the specific assumption changes in isolation, while all other assumptions are held constant.

KEY ASSUMPTIONSVALUE ATTRIBUTEDIMPACT ON THE RECOVERABLE AMOUNT

Annual trade spend management

savings (by year 5)

$31 millionAn increase/(decrease) in trade spend management savings of $20 million

from year three would result in an increase/(decrease) in the recoverable

amount of $225 million.

Annual productivity savings

(manufacturing and supply

chain efficiencies) (by year 5)

$19 million

An increase/(decrease) in productivity savings of $3 million from year

three would result in an increase/(decrease) in the recoverable amount

of $34 million.

Annual operating expense savings

(by year 5)

$14 millionAn increase/(decrease) in operating expense savings of $4 million

from year three would result in an increase/(decrease) in the recoverable

amount of $45 million.

Terminal growth rate 2.7 per centAn increase/(decrease) in the terminal growth rate of 10 basis points would

result in an increase/(decrease) in the recoverable amount of $11 million

Discount rate (post-tax)8.1 per centAn increase/(decrease) in the discount rate of 50 basis points would

result in a decrease/(increase) in the recoverable amount of $67 million

The fair value less cost to dispose was also considered when determining the recoverable amount to ensure the higher of fair value less

cost to dispose and value in use was applied.

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

90

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

a) New Zealand consumer and foodservice business and Tip Top disposal CONTINUED

Sale of Tip Top

In May 2019, Fonterra sold its New Zealand ice cream business, Tip Top, to Froneri for $380 million. The transaction resulted in a post-tax

loss on sale of $11 million. The assets disposed of include: the net assets of Tip Top, the Tip Top brand, the carrying amount of the Kapiti

ice cream brand as a perpetual license was granted to Froneri, and an allocation of $176 million goodwill from the New Zealand

consumer and foodservice CGU.

$ MILLION

Sales proceeds

1

380

Net assets disposed excluding goodwill(200)

Transaction costs(15)

165

Goodwill balance allocated to Tip Top at divestment(176)

Loss on sale

2

(11)

1 Cash received of $376 million, net of working capital adjustments.

2 Of the net loss on sale of $11 million: a loss of $40 million is recognised in net loss on divestment; and $29 million is recognised as a tax benefit relating to the

reversal of deferred tax liabilities.

The net assets allocated to the sale transaction were:

$ MILLION

Trade and other receivables17

Inventories26

Property, plant and equipment99

Brands106

Trade and other payables(19)

Deferred tax liability(29)

Goodwill176

Net assets disposed 376

Tip Top is presented in the Oceania consumer and foodservice reportable segment. Excluding the loss on disposal, the profit after tax

attributable to Fonterra’s equity holders generated by Tip Top is $11 million in the 10 months to 31 May 2019 (year ended 31 July 2018:

$12 million).

PP&E impairment and other costs

$7 million of plant, property and equipment (PP&E) impairment has been recognised relating to assets that have been written off.

There are also $8 million of redundancy costs, consulting costs to support the review and other transition costs incurred.

FONTERRA ANNUAL REPORT 2019

91

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

b) China Farms impairment

Fonterra has announced it is assessing a wide range of options for its investment in its Fonterra-owned China Farms assets.

This reflects the reduced focus on off shore milk pools, the current losses being generated, and the intention to focus on

Fonterra’s strategic priorities.

As at 31 July 2018, the recoverable amount of the China Farm assets was equivalent to the carrying amount, which meant that

any adverse change in the supporting assumptions would result in an impairment.

The FY19 performance for the Fonterra-owned China Farms assets (including the amount recorded within the Ingredients business)

was a loss of $13 million compared to a $32 million loss in FY18. This improvement reflects an increase in average pricing and a

reduction in operating expenditure however this result was still behind the plan to break-even in FY19.

There have been several events over the years, highlighting a higher level of risk in operating the farms than previously anticipated.

Consequently, the current expectation of long-term sustainable milk production has reduced by seven per cent. This reduction across the

FY19 five-year plan and through the terminal value has been the most significant factor in the reduction in the recoverable amount of the

China Farms assets compared to prior year.

While the average milk price increased in FY19 to RMB 3.64, it remains short of the targeted RMB 4.00 per kg assumed in the FY18

recoverable amount assessment. Fonterra has revised the future milk price forecast to reflect a phased increase in pricing, driven by

the growth of premium customers and reduced volume being sold through traders. The lag in achieving this price point is the other

major contributor to the reduction in the recoverable amount relative to the FY18 recoverable amount.

The recoverable amount of the China Farms assets is $546 million. This was lower than the carrying value of the assets, resulting

in an impairment of property, plant and equipment of $203 million.

Assumptions used in the impairment assessment

The recoverable amount of the assets are determined on a value in use basis using a discounted cash flow methodology. The assumptions

used in the value in use calculation are based on management approved forecasts. The actual outcome is not certain and any change to

the assumptions could potentially lead to an additional impairment.

The forecast cash flows used in the impairment model are based on a five-year business plan and have been prepared considering past

performance as well as future expected performance aligned with the Board’s Strategy Review.

The long-term growth rate applied to the future cash flows at year five of the forecast is 2.6 per cent (31 July 2018: 3.0 per cent).

The post-tax discount rate is 9.1 per cent (31 July 2018: 9.1 per cent).

The impact of changes in these assumptions on the recoverable amount are shown in the table below. The sensitivities shown assume

the specific assumption changes in isolation, while all other assumptions are held constant.

KEY ASSUMPTIONSVALUE ATTRIBUTEDIMPACT ON THE RECOVERABLE AMOUNT

Future milk price

(year five)¹

RMB 4.16 per kgAn increase/(decrease) in the milk price of RMB 0.10 per kg would result

in an increase/(decrease) in the recoverable amount of $82 million.

Milk production for sale

(year five)¹

350 million kgAn increase/(decrease) in the milk production of three per cent would

result in an increase/(decrease) in the recoverable amount of $47 million.

Feed costs per kg of milk sold

(year five)¹

RMB 1.99 per kgAn increase/(decrease) in feed costs of RMB 0.10 per kg would result

in an increase/(decrease) in the recoverable amount of $82 million.

Effluent costs per kg of milk sold

(year five)¹

RMB 0.14 per kgAn increase/(decrease) in effluent costs of RMB 0.02 per kg would result

in an increase/(decrease) in the recoverable amount of $16 million.

Terminal growth rate2.6 per centAn increase/(decrease) in the terminal growth rate of 10 basis points

would result in an increase/(decrease) in the recoverable amount of

$7 million.

Discount rate (post-tax)9.1 per centAn increase/(decrease) in the discount rate of 50 basis points would result

in a decrease/(increase) in the recoverable amount of $47 million.

1 Year five has been chosen as it reflects the estimated long-term sustainable position.

The fair value less cost to dispose was also considered when determining the recoverable amount to ensure the higher of fair value

less cost to dispose and value in use was applied.

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

92

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

c) Brazil consumer and foodservice business impairments

The Brazil consumer and foodservice business is reported in the Latin America consumer and foodservice segment.

At 31 July 2019, Fonterra is in the process of investigating a range of options for the Brazil consumer and foodservice business.

No decision has been made on the option to be formally progressed.

Consumer and foodservice Brazil goodwill impairment

The goodwill attributable to the consumer and foodservice business in Brazil of $133 million was recognised in 2015 when Fonterra

acquired a controlling interest in DPA Brazil.

The economy in Brazil has been challenging and previously expected growth in the chilled dairy category has not eventuated.

The chilled dairy category performance is closely aligned with Fonterra’s volume and pricing outcomes.

Several improvement initiatives were implemented in the second half of 2019, improving gross margins and reducing operating

expenditure. While these have improved business performance they did not meet the level of improvement anticipated in the

forecast prepared in FY18.

The current forecast reflects some improvement in aspects of the Brazilian economy that will support the chilled dairy category

growth and enable both pricing and volume growth to be realised. However, given the lower level of improvement delivered in

FY19 than was expected, future expectations on the key revenue growth and margin assumptions, driven by volume and pricing,

have reduced in comparison to the FY18 recoverable amount assumptions. This has driven the bulk of the change in the recoverable

amount from prior year with both lower revenue and margin per cent growth now forecast.

The recoverable amount of the Brazil consumer and foodservice business was $234 million. This was lower than the book value of the

business, resulting in an impairment of the goodwill attributed to the business. Fonterra has written off the $133 million of goodwill.

The reduction in the recoverable amount results from a downward reassessment of forecast earnings. The change in the forecast

earnings outlook also impacts the forecast future taxable profits which are used to support the carrying amount of the deferred tax

asset in Brazil. The reduction in forecast future taxable profits means that the deferred tax asset in Brazil is now not expected to be

utilised in the foreseeable future. The deferred tax asset of $110 million has been derecognised through tax expense (refer Note 13).

Fonterra’s 51 per cent share is $55 million.

Assumptions used in the impairment assessment

The recoverable amount of the business was determined on a value in use basis using a discounted cash flow methodology.

The assumptions used in the value in use calculation are based on management approved forecasts. The actual outcome is not

certain and any change to the assumptions could potentially lead to an additional impairment.

The forecast cash flows used in the impairment model are based on a three-year business plan and have been prepared considering

past performance as well as future expected performance aligned with the Board’s Strategy Review.

The assumption used for revenue growth is 9.8 per cent (compared to 9.6 per cent in FY18). Actual revenue growth was four per cent

in FY19. The revenue growth assumption is dependent on the recovery in the Brazilian economy and successful execution of initiated

and planned performance improvement activities. Gross margin assumptions have reduced compared to those forecast in FY18, with

a lower starting point and reduced margin improvements (2.7 per cent in FY19 compared to 4.8 per cent in FY18). These assumptions

include the impacts of inflation, volume growth and the annualised impact of the pricing initiatives delivered in FY19.

An annual growth rate of 6.86 per cent (2018: 8.3 per cent) has been applied to the year three cash flows to derive years four to 10.

This growth rate includes volume growth plus inflation. The terminal growth rate of 3.75 per cent (2018: 4.5 per cent) has been applied

to the cash flows from year 10.

The post-tax discount rate is 11.0 per cent (31 July 2018: 10.9 per cent). The pre-tax discount rate was 13.8 per cent.

The impact of changes in these assumptions on the recoverable amount are shown in the table below. The sensitivities shown assume

the specific assumption changes in isolation, while all other assumptions are held constant.

KEY ASSUMPTIONSVALUE ATTRIBUTEDIMPACT ON THE RECOVERABLE AMOUNT

Revenue growth

(first three-year CAGR)

9.8 per centAn increase/(decrease) in revenue growth of 200 basis points would result

in an increase/(decrease) in the recoverable amount of $24 million.

Gross margin improvement

(first 3 years)

2.7 per centAn increase/(decrease) in the gross margin percentage of 50 basis points would

result in an increase/(decrease) in the recoverable amount of $25 million.

Year 4-10 growth rate6.86 per centAn increase/(decrease) in the growth rate percentage of 100 basis points would

result in an increase/(decrease) in the recoverable amount of $15 million.

Terminal growth rate3.75 per centAn increase/(decrease) in the terminal growth rate of 10 basis points would

result in an increase/(decrease) in the recoverable amount of $2 million.

Discount rate (post-tax)11.0 per centAn increase/(decrease) in the discount rate of 50 basis points would result

in a decrease/(increase) in the recoverable amount of $16 million.

The fair value less cost to dispose was also considered when determining the recoverable amount to ensure the higher of fair value less

cost to dispose and value in use was applied.

FONTERRA ANNUAL REPORT 2019

93

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

c) Brazil consumer and foodservice business impairments CONTINUED

Provision for utilisation of indirect taxes

Fonterra has assessed its ability to recover Brazilian indirect tax credits and has concluded that a provision of $16 million is appropriate

given challenges in utilising and recovering certain tax credits.

Future divestment considerations

In combination with Nestlé, Fonterra’s joint venture partner, Fonterra is considering strategic options for the Brazil consumer and

foodservice business including potential divestment options. If a divestment was to occur this would trigger the release of the foreign

currency translation reserve balance associated with the Brazil consumer and foodservice business to profit or loss. This balance is $68

million debit at 31 July 2019. Given the range of options being considered, the business does not meet the held for sale criteria.

The business also has an asset relating to the indirect business tax credits of $142 million. Fonterra’s 51 per cent share being $72 million,

the value of which to a potential purchaser may be dependent on the nature of their business.

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

94

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

d) Disposal of Venezuelan operations

Due to the continued economic and political instability, Fonterra has divested its operations in Venezuela.

The impact of the divestment of the businesses in Venezuela on these financial statements is shown below:

$ MILLION

Loss on sale of the Venezuelan consumer business

(112)

Closure of the Venezuelan ingredients operation

(22)

Impact on loss before tax

(134)

Venezuelan consumer business

The Venezuelan consumer business was identified as a non-strategic asset in the Strategic Review and given the impact of current

economic conditions on business performance was flagged as an asset for potential divestment.

In March 2019, Fonterra sold its Venezuela consumer business to Mirona Foods Ltd. for $16 million (€9.7 million). The transaction

resulted in a loss on sale of $112 million, primarily due to the foreign currency translation reserve balance of $124 million attributable

to the Venezuelan business recognised in profit or loss on disposal of the business.

The loss on disposal is shown below.

$ MILLION

Sales proceeds (cash) received16

Net assets disposed(16)

Gain before reclassification of reserves–

Reclassification of foreign currency translation reserve(124)

Reclassification of hyperinflation reserve12

Loss on sale(112)

The net assets disposed of were:

$ MILLION

Trade and other receivables9

Property, plant and equipment20

Brands1

Trade and other payables(14)

Net assets disposed16

The Venezuelan consumer business is presented in the Latin America consumer and foodservice reportable segment. Excluding the

loss on disposal, the loss after tax attributable to Fonterra’s equity holders generated by the Venezuelan consumer business was $3

million for the eight months to 31 March 2019 (year ended 31 July 2018: profit $9 million).

Venezuelan ingredients business

No material ingredient sales have been made into Venezuela since 2016, responding to Fonterra’s credit risk management expectations,

and reduced demand. Accordingly, in July 2019, Fonterra formally closed its ingredients sales office in Venezuela in line with the

operational review. This sales office had been supporting sales across the Latin America region in recent years and these sales

will now be supported out of Mexico.

This resulted in a loss of $22 million relating to the reclassification to profit or loss of the foreign currency translation reserve balance

attributable to the business.

FONTERRA ANNUAL REPORT 2019

95

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

e) Australian strategic reset

The Australian ingredients business is reported within the Ingredients segment.

As part of the Strategy Review, the Board was presented with several options for the future of the Australian ingredients business.

The Strategy Review incorporated the material decline in the performance of the Australian ingredients business during FY19. The key

drivers of this were the reduced milk volumes due to drought conditions and the increased competition for milk reducing Fonterra’s

share of collected volumes, the under-utilisation of Fonterra’s nutritional assets, including low demand through the joint venture with

Beingmate and the additional costs associated with Fonterra’s investment in new cheese capacity.

Impairment assessment

The Strategic Review and reduced performance are indicators of impairment and require an impairment assessment.

The Australian ingredients assets are considered a single CGU for the goodwill and asset impairment assessments because milk is

optimised across Fonterra’s Victorian and Tasmanian sites. These are considered separate from the Australian consumer and

foodservice business, which has delivered continued earnings growth in FY19.

The recoverable amount, which was determined using fair value less costs of disposal (FVLCD) of the Australian Ingredients business is

higher than the $942 million carrying amount and therefore, no impairment was required.

The FVLCD was determined using recent observable transactions which provided evidence of relevant multiples such as Enterprise

Value (EV) to revenue, EV to tangible assets and EV to milk supply. Fonterra considered these three multiples as the most relevant

multiples. All three of these multiples supported a similar FVLCD mid-point.

Assumptions used in the impairment assessment

Key assumptions used in determining the FVLCD are milk supply and revenue.

The milk supply outlook in the short-term is uncertain, however Fonterra expects it to normalise in the medium-term.

In the current year, the recoverable amount was determined using a FVLCD as it is higher than value in use. The reason for this is the

carrying value of the Australian Ingredient business increased with the completion of Stanhope’s expansion and the acquisition of the

Darnum site from Beingmate and the reduction in forecast milk supply reduced the CGU’s value in use.

The fair value measurement is in Level 3 of the fair value hierarchy. A reasonably possible change in assumptions would not cause the

CGU’s carrying amount to be impaired.

The value in use was also considered when determining the recoverable amount to ensure the higher of fair value less cost to dispose

and value in use was applied.

Strategic Review implications

The Strategy Review identified several initiatives, with an emphasis on sustainable milk supply, improved asset utilisation, productivity

improvements and operating expense reduction.

As a result, several actions were taken, including unwinding the joint arrangement with Beingmate to regain full control of the Darnum

site, shutting the Dennington site and reductions in operating expenditure. Fonterra is also pursuing several initiatives to improve

utilisation of the remaining assets.

The impact of these drivers and the responses on these financial statements is shown below:

$ MILLION

Closure of the Dennington site(54)

Other restructuring costs(14)

Loss before tax(68)

The closure of the Dennington site was announced in May 2019, resulting in recognition of a loss of $54 million comprising of an

impairment of property, plant and equipment of $23 million, and additional costs of $31 million primarily relating to redundancy costs

and site restoration.

f) Other strategic reset costs

During the year ended 31 July 2019, Fonterra incurred other costs in relation to the Strategy Review of $17 million which are not

allocated to items addressed elsewhere in Note 2. $10 million of these relate to advisors supporting the asset review process where

the review and divestment process has not yet completed. Driven from the operational review, there are $7 million of redundancy

costs in segments of our business not addressed elsewhere in this note.

FONTERRA ANNUAL REPORT 2019

96

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

g) Changes to arrangements with Beingmate Baby & Child Food Co., Ltd (Beingmate)

Acquisition of Darnum manufacturing plant

In January 2019 Fonterra regained full ownership of the Darnum manufacturing plant in Australia, unwinding the joint arrangement

with Beingmate, and renegotiating commercial terms for product purchases by Beingmate.

The transaction price of $126 million (AU$120 million) represents the 51 per cent share of the Darnum manufacturing plant and

associated working capital balances. This has been treated as an asset purchase as no processes were acquired. Fonterra had been

providing these services to the joint venture under the terminated management agreement.

Amounts owed to Fonterra by Beingmate of $64 million (AU$61 million) have been settled against the transaction price, resulting in a

net amount owed to Beingmate of $62 million (AU$59 million). As at 31 July 2019 Fonterra has an amount payable to Beingmate of $62

million (AU$59 million) in relation to this transaction. The amount payable is unsecured and accrues interest at a market interest rate.

It is repayable in four equal annual instalments. The arrangement with Beingmate also includes an offsetting supply agreement of the

same timeframe that commits Beingmate to purchase minimum volumes of product from the Darnum plant.

Classification of the investment in Beingmate

In September 2018, Fonterra announced the strategic review of its investment in Beingmate. This review resulted in the termination of

several commercial arrangements with Beingmate, including the joint venture arrangement relating to the Darnum manufacturing plant

discussed above.

A further consequence of the review is that Fonterra has determined the Co-operative no longer has significant influence over its

Beingmate investment. This loss of significant influence means that Fonterra ceased equity accounting for its Beingmate investment, and

is recording the investment at fair value. Movements in fair value following the cessation of equity accounting are recorded in profit or loss.

This determination that significant influence has been lost required judgement. Fonterra’s judgement referenced a combination of factors:

–Fonterra has the right under a shareholders’ agreement to require the current controlling shareholder of Beingmate to support

Fonterra’s appointment of two directors to the Beingmate board. At the time Fonterra acquired its shareholding in Beingmate,

it nominated two individuals for appointment to the Beingmate board. These nominees were appointed to the Beingmate board

with the support of the Beingmate controlling shareholder.

–One of the Fonterra-nominated directors on Beingmate’s board resigned in March 2019. As a result, Fonterra has one remaining

director on Beingmate’s nine-person board. At this time, there are practical restrictions on Fonterra’s ability to appoint a further

director onto the Beingmate board. This means that Fonterra has less than 20 per cent voting rights on the Beingmate board and

less than 20 per cent ownership interest. NZ IFRS requires that with this level of interest, in order for Fonterra to assert significant

influence over Beingmate, Fonterra must rebut a presumption of no significant influence.

–Fonterra’s investment in Beingmate was originally accompanied by a broader strategic relationship. The nature of this relationship

has materially reduced. During FY19, Fonterra regained full ownership of the Darnum manufacturing plant in Australia, following

the unwind of its Darnum joint venture with Beingmate as described above. Fonterra also terminated Beingmate’s rights to

distribute Anmum in China in FY19.

–Fonterra has now also implemented a heightened information barrier between the Co-operative and its remaining director on

the Beingmate board. This has been put in place because of Fonterra’s intention to sell a portion of its Beingmate shareholding.

After assessing all relevant facts and circumstances and given the overall uncertainty as to Fonterra’s role and level of influence,

Fonterra considers there is no longer sufficient evidence to be able to clearly demonstrate the Co-operative continues to have

significant influence. As a result, Fonterra ceased equity accounting during FY19.

On cessation of equity accounting, Fonterra’s investment in Beingmate is classified as “held for trading” in accordance with NZ IFRS 9

because it is held principally for the purpose of sale. This means the investment is recorded at fair value, with changes in fair value

recorded in profit or loss. Fonterra has determined that, in accordance with NZ IFRS 13, the quoted share price is the appropriate price

to use to determine fair value. Fair value is therefore calculated as the quoted share price, multiplied by the number of shares held.

The cessation of equity accounting resulted in a $41 million gain. This $41 million is represented by a $71 million upwards revaluation

to fair value, less $30 million of foreign currency translation reserve losses recycled to profit or loss. Between the date of cessation of

equity accounting and 31 July 2019, the fair value of Fonterra’s investment in Beingmate reduced by a further $52 million and Fonterra

recorded $1 million of its share of losses before ceasing equity accounting. The total income statement impact is a $12 million loss.

The investment in Beingmate is presented in the Greater China consumer and foodservice reportable segment. Fonterra’s share of

losses from Beingmate as an equity accounted investment in the year ended 31 July 2019 was $1 million prior to the cessation of equity

accounting (31 July 2018: loss $34 million).

At 31 July 2019, the carrying value of Fonterra’s investment in Beingmate was $234 million. This is represented by 192 million shares,

at RMB 5.54 per share.

FONTERRA ANNUAL REPORT 2019

97

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

g) Changes to arrangements with Beingmate Baby & Child Food Co., Ltd (Beingmate) CONTINUED

Intention to reduce the shareholding in Beingmate

In August 2019, Fonterra announced its intention to sell down, over time, its 18.8 per cent equity shareholding in Beingmate.

Restrictions on the percentage of shares that can be sold down in individual transactions and uncertainty in the level of demand mean

that the timing and pricing of the sell-down is uncertain.

Fonterra can sell up to a maximum of one per cent on-market in each 90-day period. Applying the closing share price as at 31 July 2019,

a one per cent shareholding in Beingmate has a value of $12 million.

Given the level of uncertainty in the disposal plan and the small shareholding that could be disposed within 12 months using block

trade and/or on-market sales, classification as held for sale, which would recognise the entire investment as a current asset is not

considered appropriate.

Any future sales of Fonterra’s Beingmate shares will be transacted at the selling price achieved at the disposal date. This is likely to

differ from the 31 July 2019 fair value.

h) Assets held for sale

As at 31 July 2019 the following investments, valued at $229 million, were classified as ‘held for sale’. No investments met the held

for sale classification criterion as at 31 July 2018.

Goodminton AG (Goodminton)

In June 2019, Fonterra entered into an agreement to sell its investment in Goodminton. The sale is subject to regulatory approvals

and is expected to complete within one year of balance date. Accordingly, the investment in Goodminton was reclassified from equity

accounted investments to assets held for sale on 30 June 2019. The transaction was completed on 3 September 2019.

The investment in Goodminton is presented in the Ingredients reportable segment. Fonterra’s share of earnings relating to the

investment in Goodminton was $nil million for the 11 months to 30 June 2019 (year ended 31 July 2018: $nil million).

DMV Fonterra Excipients GmbH & Co.KG (DFE Pharma)

In March 2019, Fonterra announced that it had commenced a sales process for its 50 per cent shareholding in DFE Pharma.

As at 31 July 2019 this process was well advanced and it was reasonable to believe that a transaction would be highly probable.

The investment in DFE Pharma is presented in the Ingredients reportable segment. Fonterra’s share of earnings relating to the

investment in DFE Pharma was $44 million for the year ended 31 July 2019 (31 July 2018: $47 million).

DFE Pharma Post Balance Sheet Event

On 24 September 2019, Fonterra approved the sale of its 50 per cent shareholding in DFE Pharma. The sales price of €363 million

($633 million at the 24 September foreign exchange conversion rate) is made up of cash of €308 million ($537 million) and an interest

bearing loan of €55 million ($96 million). The sale and purchase agreement also contains earnout clauses in relation to earnings before

interest, tax, depreciation and amortisation for the 2019 and 2020 financial year, and specifies completion adjustments, which are not

included in the sales price above. Given the proximity to the date of authorising the financial statements, being 25 September 2019,

an estimate of the financial effect of the sale and any earnout clauses has not yet been determined.

i) Foreign Currency Translation Reserve

A summary of the amounts transferred to the income statement from the foreign currency translation reserve, including amounts triggered

by items identified in this note are summarised below.

NOTE$ MILLION

Disposal of Venezuelan consumer business

d)124

Closure of Venezuelan ingredients operationsd)22

Change in classification of investment in Beingmateg)30

Other17

Foreign currency translation reserve losses transferred to the income statement193

FONTERRA ANNUAL REPORT 2019

98

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

3 REVENUE FROM SALE OF GOODS

Revenue from the Group's reportable segments is shown below.

GROUP $ MILLION

31 JULY 201931 JULY 2018

Ingredients external revenue13,32813,485

Consumer and Foodservice external revenue6,7866,946

China Farms external revenue––

Total external revenue20,11420,431

4 COST OF GOODS SOLD

GROUP $ MILLION

31 JULY 201931 JULY 2018

Opening inventory2,9172,593

Cost of milk:

–New Zealand sourced9,74810,115

–Non-New Zealand sourced9661,245

Other costs6,4126,243

Impairment of production related assets

1

235–

Closing inventory(2,944)(2,917)

Total cost of goods sold17,33417,279

1 Impairments of production related assets in New Zealand, China and Australia are included with cost of goods sold (refer to Note 2).

FONTERRA ANNUAL REPORT 2019

99

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

DEBT AND EQUITY

5 SUBSCRIBED EQUITY INSTRUMENTS

Co-operative shares, including shares held within the Group

Co-operative shares may only be held by a shareholder supplying milk to the Company (farmer shareholder), by former farmer

shareholders for up to three seasons after cessation of milk supply, or by Fonterra Farmer Custodian Limited (the Custodian).

Voting rights in the Company are dependent on milk supply supported by Co-operative shares.

1

CO-OPERATIVE SHARES

(THOUSANDS)

Balance at 1 August 20181,611,923

Shares issued under the Farm Source Rewards scheme69

Balance at 31 July 20191,611,992

Balance at 1 August 20171,606,933

Shares issued under the dividend reinvestment plan

2

4,990

Balance at 31 July 20181,611,923

1 These rights are also attached to vouchers when backed by milk supply (subject to limits).

2 Total value of $29 million.

The rights attaching to Co-operative shares are set out in Fonterra’s Constitution, available in the ‘About/Governance and Management’

section of Fonterra’s website.

Units in the Fonterra Shareholders’ Fund

The Custodian holds legal title of Co-operative shares of which the Economic Rights have been sold to the Fund on trust for the

benefit of the Fund. At 31 July 2019, 102,934,582 Co-operative shares (31 July 2018: 111,423,603) were legally owned by the Custodian,

on trust for the benefit of the Fund.

UNITS

(THOUSANDS)

Balance at 1 August 2018111,424

Units issued17,769

Units surrendered(26,258)

Balance at 31 July 2019102,935

Balance at 1 August 2017126,047

Units issued20,946

Units surrendered(35,569)

Balance at 31 July 2018111,424

The rights attaching to units are set out in the Fonterra Shareholders’ Fund 2019 Annual Report, available in the ‘Investors/Fonterra

Shareholder’s Fund’ section of Fonterra’s website.

FONTERRA ANNUAL REPORT 2019

100

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

Capital management and structure

The Board’s objective is to maximise equity holder returns over time by maintaining an optimal capital structure. Trading Among

Farmers (TAF) allows shares in Fonterra to be traded between shareholders, on the Fonterra Shareholders’ Market (a private market

operated by NZX Limited). The Fund supports this by allowing investors, including farmers, to trade in units backed by Economic

Rights in Fonterra. The Fund also allows farmer shareholders to acquire units and exchange them for shares in Fonterra, and to

exchange shares for units and dispose of those units on the NZX or ASX.

The Group provides returns to farmer shareholders through a milk price, and to equity holders through dividends and changes

in the Company’s share price.

The Fund is subject to the issue and redemption of units at the discretion of Fonterra and Fonterra’s farmer shareholders. Fonterra

has an interest in ensuring the stability of the Fund and has established a Fund Size Risk Management Policy which requires that the

number of units on issue remain within specified limits and that, within these limits, the number of units is managed appropriately.

Fonterra may use a range of measures to ensure the Fund size remains within the specified limits, including: introducing or cancelling

a dividend reinvestment plan, operating a unit/or share repurchase programme and issuing new shares.

Post balance date equity instrument prices

After balance date, Fonterra’s share and unit prices fell below the book value of Fonterra’s consolidated net assets. Fonterra determined

that this share and unit price movement did not require further impairment testing for all, or for further components of, Fonterra’s

business. This is because it was not, in itself, an indicator of further impairment. This determination considered Fonterra’s view that the

share and unit price does not fully reflect the fair value of Fonterra’s business. Key contributors are: the lower liquidity in Fonterra shares

and units combined with prospective investor requirements for Fonterra to deliver on communicated targets; and broader movements

in NZX indices. Further, Fonterra shares and units trade without a full control premium.

6 DIVIDENDS PAID

No dividend was paid during the year ended 31 July 2019.

The Dividend Reinvestment Plan applied to all dividends paid during the year ended 31 July 2018 in the table below.

$ MILLION

DIVIDENDS

YEAR ENDED

31 JULY 2019

YEAR ENDED

31 JULY 2018

2018 Interim dividend – 10 cents per share

1

–161

2017 Final dividend – 20 cents per share

2

–321

1 Declared on 20 March 2018 and paid on 20 April 2018 to all Co-operative shares on issue at 6 April 2018.

2 Declared on 23 September 2017 and paid on 20 October 2017 to all Co-operative shares on issue at 9 October 2017.

7 BORROWINGS

Economic net interest-bearing debt

Economic net interest-bearing debt reflects the effect of debt hedging in place at balance date.

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Net interest-bearing debt position

Total borrowings6,5366,738

Cash and cash equivalents(550)(446)

Interest-bearing advances

1

(142)(332)

Bank overdraft34161

Net interest-bearing debt5,8786,121

Value of derivatives used to manage changes in hedged risks on debt instruments(148)78

Economic net interest-bearing debt5,7306,199

1 The balance as at 31 July 2018 included $177 million of Fonterra Co-operative Support Loan receivables (31 July 2019: nil) which were netted against

amounts owing to suppliers.

FONTERRA ANNUAL REPORT 2019

101

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

7 BORROWINGS CONTINUED

Total borrowings in the table above are represented by:

GROUP $ MILLION

BALANCE AS AT

1 AUGUST 2018PROCEEDSREPAYMENTS

FOREIGN

EXCHANGE

MOVEMENT

CHANGES IN

FAIR VALUESOTHER

BALANCE AS AT

31 JULY 2019

Commercial paper3041,219(1,271)––7259

Bank loans1,1282,034(2,547)4––619

Finance leases

1

131–(60)–––71

Capital notes

2

35–––––35

NZX-listed bonds500100––––600

Medium-term notes4,640393(271)(27)21434,952

Total borrowings

3

6,7383,746(4,149)(23)214106,536

GROUP $ MILLION

BALANCE AS AT

1 AUGUST 2017PROCEEDSREPAYMENTS

FOREIGN

EXCHANGE

MOVEMENT

CHANGES IN

FAIR VALUESOTHER

BALANCE AS AT

31 JULY 2018

Commercial paper1641,054(919)––5304

Bank loans8542,849(2,551)(24)––1,128

Finance leases

1

137–(7)1––131

Capital notes

2

35–––––35

NZX-listed bonds500–––––500

Medium-term notes4,573431(600)293(61)44,640

Total borrowings

3

6,2634,334(4,077)270(61)96,738

1 Finance leases are secured over the related item of property, plant and equipment.

2 Capital notes are unsecured subordinated borrowings.

3 All other borrowings are unsecured and unsubordinated.

Leverage ratios

The Board closely monitors the Group’s leverage ratios. The primary ratios monitored by the Board are:

–Debt payback. The main debt payback ratio is adjusted for the impact of operating leases and it is calculated as economic net

interest-bearing debt divided by earnings before interest, tax, depreciation and amortisation (EBITDA). This is a key ratio considered

by the credit rating agencies when determining Fonterra’s credit rating.

–Gearing. The gearing ratio is calculated as economic net interest-bearing debt, divided by equity plus economic net interest-bearing

debt. Equity is as presented in the statement of financial position, excluding hedge reserves. The gearing ratio as at 31 July 2019 was

48.2 per cent (31 July 2018: 48.4 per cent).

The Group is not subject to externally imposed capital requirements.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to

managing liquidity risk is to ensure that it will always have sufficient funds to meet its liabilities when due, under both normal

and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group has a policy in place to ensure that it has sufficient cash or facilities on demand to meet expected operational expenses for

a period of at least 80 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances

that cannot reasonably be predicted, such as natural disasters. In such situations back-up funding lines are maintained and as set out

in the Company’s constitution, the Company can defer payments to farmer shareholders if necessary.

The Group manages its liquidity by retaining cash and marketable securities, the availability of funding from an adequate amount

of committed credit facilities and the ability to close out market positions. Fonterra’s funding facilities are reviewed at least annually,

which is one of the key financial risk management activities undertaken by the Group to ensure an appropriate maturity profile

given the nature of the Group’s business. At balance date the Group had undrawn lines of committed credit totalling $3,149 million

(31 July 2018: $3,732 million).

Liquidity and refinancing risks are also managed by ensuring that Fonterra can maintain access to funding markets throughout

the world. To that end, Fonterra maintains debt issuance programmes in a number of key markets and manages relationships

with international investors.

OUR FINANCIAL SUMMARY

FONTERRA ANNUAL REPORT 2019

102

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

WORKING CAPITAL

8 OWING TO SUPPLIERS

The Board uses its discretion in establishing the rate at which Fonterra will pay suppliers for the milk supplied over the season.

This is referred to as the advance rate. The following table provides a breakdown of the advance payments made to suppliers:

GROUP

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Owing to suppliers


($ million)1,5341,579

Farmgate Milk Price

1

(per kgMS)$6.35$6.69

Of this amount:

–Total advance payments made during the year$5.40$5.55

–Total owing as at 31 July$0.95$1.14

Amount advanced during the year as a percentage of the milk price for the season ended 31 May85%83%

1 Represents the average price for milk supplied on standard terms of supply. The Fonterra Farmgate Milk Price Statement sets out information about the

Farmgate Milk Price as calculated in accordance with the Farmgate Milk Price Manual. It can be found in the ‘Investors/Farmgate Milk Prices’ section of

the Fonterra website.

LONG TERM ASSETS

9 PROPERTY, PLANT AND EQUIPMENT

GROUP $ MILLION

LAND

BUILDINGS

AND LEASEHOLD

IMPROVEMENTS

PLANT, VEHICLES

AND EQUIPMENT

CAPITAL WORK

IN PROGRESSTOTAL

As at 31 July 2019

Cost 3542,9658,55329512,167

Accumulated depreciation and impairment–(1,200)(4,455)–(5,655)

Net book value at 31 July 20193541,7654,0982956,512

As at 31 July 2018

Cost 3542,7878,21072112,072

Accumulated depreciation and impairment–(1,042)(4,220)–(5,262)

Net book value at 31 July 20183541,7453,9907216,810

New Zealand Ingredients manufacturing assets

Fonterra considers there are no indicators of impairment for Fonterra’s New Zealand Ingredients manufacturing sites. Fonterra’s

New Zealand Ingredients manufacturing sites are considered to be, with limited exceptions, a single CGU, because these manufacturing

plants are utilised as a single network for processing raw milk supply, including meeting peak milk processing requirements.

FONTERRA ANNUAL REPORT 2019

103

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

10 LIVESTOCK

The quantity of livestock owned by the Group is presented below:

HEADCOUNT

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Young dairy cows28,70232,630

Mature dairy cows37,99734,561

Other livestock4443,054

Total livestock headcount67,14370,245

During the year the Group collected 292 million litres of milk (31 July 2018: 312 million litres) from its dairy cows.

The value of livestock at 31 July is as follows:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Opening balance288319

Rearing costs of young livestock3845

Changes in fair value recognised in the income statement

–Change in fair value – birth and growth11–

–Change in fair value – price changes46

Subtotal changes in fair value156

Disposal of livestock(51)(107)

Effect of movements in exchange rates525

Closing balance295288

Represented by:

Young dairy cows109134

Mature dairy cows186153

Other livestock–1

Total livestock at 31 July295288

The changes in the fair values of livestock are reflected in the Group’s income statement as follows:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Cost of goods sold(22)(34)

Other operating income3740

Total changes in fair value156

FONTERRA ANNUAL REPORT 2019

104

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

10 LIVESTOCK CONTINUED

Valuation techniques and significant unobservable inputs

The following table shows the relationship between the significant unobservable inputs and fair value measurement for mature and young

dairy cows:

TYPE

VALUATION

TECHNIQUE

SIGNIFICANT

UNOBSERVABLE INPUTS

RELATIONSHIP BETWEEN KEY UNOBSERVABLE INPUTS

AND FAIR VALUE MEASUREMENT

Mature dairy cowsDiscounted cash flowsRaw milk yieldA three per cent increase/(decrease) in the raw milk yield from

a base of 31.0 kg per cow per day would result in a $7 million

(31 July 2018: $6 million) increase/(decrease) in fair value.

Milk priceA RMB 0.10 increase/(decrease) in the selling price of milk from

a base price of RMB 3.78 per kg would result in a $13 million

(31 July 2018: $12 million) increase/(decrease) in fair value.

Feed costsA RMB 0.10 increase/(decrease) in feed costs from a base cost

of RMB 2.06 per kg would result in a $13 million (31 July 2018:

$12 million) (decrease)/increase in fair value.

Young dairy cowsMarket priceAverage market

price of a

14-month-old

heifer

The average market price of a 14-month-old heifer for the year

ended 31 July 2019 was RMB 19,154 (31 July 2018: RMB 21,154).

A five per cent increase/(decrease) in the average market price

of a 14-month-old heifer would result in a $6 million (31 July

2018: $7 million) increase/(decrease) in fair value.

INVESTMENTS

11 EQUITY ACCOUNTED INVESTMENTS

The Group’s significant equity accounted investments are listed below. The ownership interest in these entities is 51 per cent or less

and the Group is not considered to exercise a controlling interest.

Equity accounted investees with different balance dates from that of the Group are due to legislative requirements in the country the

entities are domiciled or are aligned with their other investors’ balance dates or to align with the milk season.

OWNERSHIP INTERESTS (%)

EQUITY ACCOUNTED INVESTEE NAME

COUNTRY OF INCORPORATION AND

PRINCIPAL PLACE OF BUSINESS

AS AT

31 JULY 2019

AS AT

31 JULY 2018

DMV Fonterra Excipients GmbH & Co. KG

1

Germany–50

Beingmate Baby & Child Food Co., Ltd

2

China–18.8

Falcon Dairy Holdings LimitedHong Kong5151

All investees have balance dates of 31 December.

1 Fonterra’s investment in DMV Fonterra Excipients GmbH & Co. KG has been reclassified from an equity accounted investee to a held for sale asset (refer to

Note 2 for details).

2 During the year Fonterra’s significant influence in Beingmate ceased, and Fonterra subsequently accounts for its investment in Beingmate shares at their fair

value, with movements recorded in the income statement (Note 2 explains this). Consequently, Beingmate also ceased being a related party of Fonterra.

FONTERRA ANNUAL REPORT 2019

105

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

FINANCIAL RISK MANAGEMENT

12 FINANCIAL RISK MANAGEMENT

Overview

The Group’s overall financial risk management programme focuses primarily on maintaining a prudent financial risk profile that

provides flexibility to implement the Group’s strategies, while ensuring optimisation of the return on assets. Financial risk management

is centralised, which supports compliance with the financial risk management policies and procedures set by the Board.

KEY FINANCIAL RISK MANAGEMENT ACTIVITIES

Market risks

The Group uses various derivative financial instruments to manage its exposure to changes in foreign currency exchange rates,

interest rates and commodity prices.

Liquidity risk

The Group actively manages its minimum on-hand cash facilities, access to committed funds and lines of credit and the maturity

profile of its financial obligations. For further detail refer to Note 7.

Capital management

The Group actively manages its capital structure through leverage and coverage ratios. The Fonterra Shareholders’ Fund removes

the redemption risk associated with Co-operative shares. For further detail refer to Note 5.

FONTERRA ANNUAL REPORT 2019

106

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

OTHER

13 TAXATION

Taxation – income statement

The total taxation expense in the income statement is summarised as follows:

GROUP $ MILLION

NOTES31 JULY 201931 JULY 2018

Current tax expense8381

Prior period adjustments to current tax4(5)

Deferred tax movements:

–Origination and reversal of temporary differences(20)(34)

–Derecognition of DPA Brazil's deferred tax asset2110–

Tax expense17742

The taxation charge that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax expense as follows:

GROUP $ MILLION

31 JULY 201931 JULY 2018

Loss before tax(428)(154)

Prima facie tax expense at 28%(120)(43)

Add/(deduct) tax effect of:

–Effect of tax rates in foreign jurisdictions (6)(27)

–Non-deductible expenses/additional assessable income249168

–Non-assessable income/additional deductible expenses(18)(24)

–Prior year under provision4(5)

Tax expense before distributions and deferred tax10969

Effective tax rate before distributions and deferred tax

1

NANA

Tax effect of distributions to farmer shareholders–(27)

Tax expense before deferred tax10942

Effective tax rate before deferred tax

1

NANA

Add/(deduct) tax effect of:

–Origination and reversal of other temporary differences(20)(2)

–Losses of overseas Group entities not recognised882

Tax expense17742

Effective tax rate

1

NANA

Imputation credits

Imputation credits available for use in subsequent reporting periods 2020

Tax losses

Gross tax losses available for which no deferred tax asset has been recognised35654

1 The effective tax rate is the tax charge on the face of the income statement expressed as a percentage of the profit before tax. The Group recorded a net loss

before tax, so the calculation of an effective tax rate is not applicable.

FONTERRA ANNUAL REPORT 2019

107

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

OUR FINANCIAL SUMMARY

13 TAXATION CONTINUED

New Zealand tax losses

The New Zealand tax consolidated group generated a taxable income in the current year. The deferred tax asset relating to New

Zealand tax losses of $522 million (31 July 2018: $554 million) has been recognised on the basis that taxable income will be generated in

the future against which the tax losses can be utilised.

The key assumptions in the assessment of future taxable income are New Zealand earnings, and the tax-deductible dividend.

The estimate of New Zealand earnings is based on performance of the New Zealand tax consolidated group relative to the overall

Group. This ratio has been applied to the profit before tax forecast in the Group’s three-year business plan. The tax-deductible dividend

assumption is based on the Group’s dividend policy and is set at the midpoint of the current policy which is 65 per cent to 75 per cent

of normalised net profit after tax. Fonterra determines its dividend policy and therefore has the ability to influence utilisation of the losses.

Changes in the key assumptions used could impact the expected time horizon for utilisation of the tax losses, for example higher

dividends could extend the utilisation horizon but would not impact the carrying amount of deferred tax assets available to be utilised

against future taxable profits. Any future reduction in offshore income resulting from the strategic review could reduce the timing of

utilisation of the tax losses, however, again this will not impact the carrying amount of the deferred tax asset available to be utilised.

Therefore, a reasonably possible change in the key assumptions does not change the carrying value of the deferred tax asset recognised.

Offshore tax losses

Deferred tax assets relating to tax losses carried forward of $131 million (31 July 2018: $253 million) are recognised by offshore entities

in the current year. DPA Brazil’s deferred tax asset which included tax losses has been derecognised in the current year, see Note 2c)

for further details.

$114 million of offshore tax losses recognised relate to tax losses in Australia and are recognised on the basis of utilisation through

future expected taxable income.

Gross tax losses of $356 million reflecting a deferred tax asset of $118 million (31 July 2018: $54 million gross, deferred tax asset

of $17 million) relating to offshore entities have not been recognised as they may not be utilised.

Deferred tax liabilities

Fonterra has made a key judgement to not recognise deferred tax liabilities in respect of unremitted earnings that are considered

indefinitely reinvested in foreign subsidiaries. As at 31 July 2019, these earnings amount to $1,085 million (31 July 2018: $1,089 million).

These could be subject to withholding and other taxes on remittance. Any offshore divestments made because of the strategic review

do not change this judgement on the basis there are a number of exit structures available that do not result in a payment of a dividend.

Fonterra’s intention regarding any future possible exit strategies is a key assumption. A reasonably possible change in this assumption

is not expected to change the conclusion that a deferred tax liability should not be recognised. This is because Fonterra management

has control of the subsidiaries, there are no plans to pay a dividend in the foreseeable future.

FONTERRA ANNUAL REPORT 2019

108

Notes to the Summary Financial Statements CONTINUED
FOR THE YEAR ENDED 31 JULY 2019

14 CONTINGENT LIABILITIES

Contingent liabilities

In the normal course of business, Fonterra, its subsidiaries and equity accounted investees, are exposed to claims and legal proceedings

that may in some cases result in costs to the Group.

In January 2014, Danone initiated legal proceedings against Fonterra in the High Court of New Zealand and separate Singapore

arbitration proceedings against Fonterra in relation to Fonterra’s Whey Protein Concentrate 80 (WPC80) precautionary recall in August

2013. The New Zealand High Court proceedings have been stayed pending completion of the Singapore arbitration.

The Singapore arbitration panel issued its award ( judgement), finding in favour of Danone and ordered Fonterra to pay to Danone €105

million ($183 million) in recall costs. In addition, Fonterra also paid Danone €29 million ($49 million) representing interest on the award

amount and Danone’s costs in connection with the arbitration proceedings. Fonterra paid these amounts during the financial year

ended 31 July 2018.

It is unclear whether Danone will continue to pursue the New Zealand High Court proceedings that were stayed pending the decision

in the Singapore arbitration. Due to the uncertainty regarding whether Danone will seek to re-initiate these proceedings, and the

nature and scope of these potential proceedings in light of the arbitration findings and award, no amount has been recognised in

relation to these proceedings.

There are no additional claims or legal proceedings in respect of this matter that require provision or disclosure in these financial

statements.

The Group has no other contingent liabilities as at 31 July 2019 (31 July 2018: nil).

15 NET TANGIBLE ASSETS PER SECURITY

GROUP

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Net tangible assets per security

1

$ per listed debt security on issue4.675.18

$ per equity instrument on issue2.041.94

Listed debt securities on issue (million)703603

Equity instruments on issue (million)1,6121,612

1 Net tangible assets represents total assets less total liabilities less intangible assets.

FONTERRA ANNUAL REPORT 2019

109

OUR FINANCIAL SUMMARY
TO THE SHAREHOLDERS OF FONTERRA CO-OPERATIVE GROUP LIMITED

The summary financial statements comprise:

–the statement of financial position as at 31 July 2019;

–the income statement for the year then ended;

–the statement of comprehensive income for the year then ended;

–the statement of changes in equity for the year then ended;

–the cash flow statement for the year then ended; and

–the notes to the summary financial statements.

OUR OPINION

The summary financial statements are derived from the audited financial statements of Fonterra Co-Operative Group Limited

(the Company), including its controlled entities (the Group) for the year ended 31 July 2019.

In our opinion, the accompanying summary financial statements are consistent, in all material respects, with the audited financial

statements, in accordance with FRS-43: Summary Financial Statements issued by the New Zealand Accounting Standards Board.

SUMMARY FINANCIAL STATEMENTS

The summary financial statements do not contain all the disclosures required by New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS). Reading the summary financial statements and the auditor’s report thereon, therefore, is not a

substitute for reading the audited financial statements and the auditor’s report thereon. The summary financial statements and

the audited financial statements do not reflect the effects of events that occurred subsequent to the date of our report on the

audited financial statements.

THE AUDITED FINANCIAL STATEMENTS AND OUR REPORT THEREON

We expressed an unmodified audit opinion on the audited financial statements in our report dated 25 September 2019.

That report also includes the communication of key audit matters. Key audit matters are those matters that, in our

professional judgement, were of most significance in our audit of the financial statements of the current year.

RESPONSIBILITIES OF THE DIRECTORS FOR THE SUMMARY FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company, for the preparation of the summary financial statements in accordance

with FRS-43: Summary Financial Statements.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on whether the summary financial statements are consistent, in all material respects,

with the audited financial statements based on our procedures, which were conducted in accordance with International Standard

on Auditing (New Zealand) 810 (Revised), Engagements to Report on Summary Financial Statements.

Independent Auditor’s Report

REPORT OF THE INDEPENDENT AUDITOR ON THE SUMMARY FINANCIAL STATEMENTS

FONTERRA ANNUAL REPORT 2019

110

AUDITOR INDEPENDENCE
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance

Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards

Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Bruce Hassall was appointed as an Independent Director and Chair of the Audit and Finance Committee (AFC) of the Company

on 2 November 2017. Bruce Hassall was Chief Executive Officer of PricewaterhouseCoopers to 30 September 2016 when he retired

from the firm. At the time of his appointment, the Board of the Company (the Board) made the decision that Bruce Hassall would not

be involved in the appointment of the Group’s auditor or the setting of audit fees for three years from the date of his appointment.

Scott St John, Independent Director and member of the AFC, has continued to act as Chair of the AFC in relation to these matters

and the Chair of the Board has joined the AFC for deliberation. In addition, the engagement partner on the audit has direct access

to the Chair of the Board, John Monaghan, to address any actual or perceived auditor independence threats.

Brent Goldsack was appointed as a Farmer-elected Director of the Company on 2 November 2017. Brent Goldsack retired as a

partner of PricewaterhouseCoopers on 22 September 2017. Brent Goldsack was not involved in the provision of any audit services

to the Group during his time as a partner of PricewaterhouseCoopers.

Bruce Hassall and Brent Goldsack had no financial relationship with PricewaterhouseCoopers upon their appointment to the Board.

During the year, our firm provided services to the Group as described in note 6 to the audited financial statements, including;

assistance with collation of information for a vendor due diligence process; advice on a sale and purchase agreement; facilitation

and administration support for the Fonterra Strategic review including board strategy workshops and programme management

support; corporate tax advice to an equity accounted investee; access to generic training and technical accounting websites;

as well as other assurance and attestation services provided in our capacity as auditors. Partners and employees of our firm may

deal with the Group on normal terms within the ordinary course of trading activities of the Group.

These matters have not impaired our independence as auditor of the Group.

WHO WE REPORT TO

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those

matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law,

we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit

work, for this report or for the opinions we have formed.

Chartered Accountants

Auckland

25 September 2019

Independent Auditor’s Report CONTINUED

REPORT OF THE INDEPENDENT AUDITOR ON THE SUMMARY FINANCIAL STATEMENTS

FONTERRA ANNUAL REPORT 2019

111

OUR FINANCIAL SUMMARY
Statutory Information

FOR THE YEAR ENDED 31 JULY 2019

CURRENT CREDIT RATING STATUS

Standard & Poor’s long-term rating for Fonterra is A- with a rating outlook of stable. Fitch’s long- and short-term default rating is A with

a rating outlook of negative. Retail Bonds have been rated the same as the Company’s long-term rating by both Standard & Poor’s and

Fitch. Capital Notes which are subordinate to other Fonterra debt issued are rated BBB+ by Standard & Poor’s and A- by Fitch.

EXCHANGE RULINGS AND WAIVERS

NZX Limited (NZX) has ruled that Capital Notes do not constitute ‘equity securities’ under the NZX Main Board/Debt Market Listing

Rules (Listing Rules). This means that where Capital Notes are quoted on NZX’s Debt Market, Fonterra Co-operative Group Limited

(Fonterra) is not required to comply with certain Listing Rules which apply to an issuer of quoted equity securities.

Fonterra was issued with a ruling in respect of Rule 1.7.1(d) of the Fonterra Shareholders’ Market Rules (FSM Rules) on 27 June 2017

by NZX Regulation (NZXR). The effect of this ruling was to not preclude the appointment of Mr Bruce Hassall to the position of an

independent director of Fonterra by virtue of a child of Mr Hassall being employed in a non-decision making and non-senior role

at Fonterra.

Fonterra was issued with a ruling in respect of FSM Rule 5.1.2(c) on 22 November 2016 by NZXR. The effect of this ruling is that

Fonterra’s internal governance resolutions are considered to be matters that do not require the NZXR to approve a notice of meeting

under FSM Rule 5.1.1.

Fonterra was issued with a waiver of Listing Rule 5.2.3 on 5 November 2018 by NZXR for a period of six months from 15 November

2018. This was in respect of fixed rate bonds (FCG050s) quoted on the NZX Debt Market and was to the extent that this Listing Rule

would otherwise require the FCG050s to be held by at least 100 Members of the Public holding at least 25 per cent of the FCG050s

on issue.

NZX TRADING HALTS

On 9 August 2018 NZX Regulation (NZXR), at the request of Fonterra Co-operative Group Limited (Fonterra) and Fonterra

Shareholders' Fund (FSF), placed a trading halt on Fonterra and its debt securities (FCG030, FCG040, & FCGHA), and FSF. Fonterra

was preparing its annual financial statements for the financial year ended 31 July 2018 and as a result there was potential for a variation

from the earnings guidance previously given by Fonterra to the market. The trading halt had been requested to allow Fonterra to

determine this and to make any required announcement to the market. On 10 August 2018 Fonterra shared a revision to its forecast

2017/18 Farmgate Milk Price and updated its normalised earnings per share and dividend guidance. The trading halt was lifted on

10 August 2018 following this announcement.

FONTERRA ANNUAL REPORT 2019

112

Fonterra uses several non-GAAP measures when discussing financial performance. For further details and definitions of non-GAAP
measures used by Fonterra, refer to the glossary on page 115. These are non-GAAP measures and are not prepared in accordance

with NZ IFRS.

Management believes that these measures provide useful information as they provide valuable insight on the underlying performance

of the business. They may be used internally to evaluate the underlying performance of business units and to analyse trends. These

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

titled measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor considered as a

substitute for measures reported in accordance with NZ IFRS.

Reconciliations for the NZ IFRS measures to certain non-GAAP measures referred to by Fonterra are detailed below.

Reconciliation from the NZ IFRS measure of profit for the period to Fonterra’s normalised EBITDA

GROUP $ MILLION

31 JULY 201931 JULY 2018

Loss for the period (605)(196)

Add: Depreciation 458446

Add: Amortisation10398

Add: Net finance costs418416

Add: Taxation expense17742

Total EBITDA 551806

Add: New Zealand consumer and foodservice business 204–

Add: Disposal of Tip Top40–

Add: China Farms impairment203–

Add: Brazil consumer and foodservice business impairments 149–

Add: Disposal of Venezuelan operations134–

Add: Australia strategic reset68–

Add: Other strategic reset costs19–

Add: Beingmate12–

Add: Time value of options–5

Add: Reduction in the carrying value of investment in Beingmate–439

Add: WPC80 recall costs–196

Total normalisation adjustments829640

Normalised EBITDA1,3801,446

Reconciliation from the NZ IFRS measure of profit for the period to Fonterra’s normalised EBIT

GROUP $ MILLION

31 JULY 201931 JULY 2018

Loss for the period (605)(196)

Add: Net finance costs418416

Add: Taxation expense17742

Total EBIT(10)262

Add: Normalisation adjustments (as detailed above)829640

Total normalised EBIT819902

Non-GAAP Measures

FONTERRA ANNUAL REPORT 2019

113

Non-GAAP Measures CONTINUED
OUR FINANCIAL SUMMARY

Reconciliation from the NZ IFRS measure of profit for the period to Fonterra’s normalised earnings per share

GROUP $ MILLION

31 JULY 201931 JULY 2018

Loss for the period (605)(196)

Add: Normalisation adjustments (as detailed above)829640

Add: Normalisation adjustment to net finance costs–26

Add/(Less): Tax on normalisation adjustments56(63)

Total normalised earnings280407

Add/(Less): Share attributable to non-controlling interests48(25)

Less: Normalisation adjustments to non-controlling interests(59)–

Net normalised earnings attributable to equity holders of the Parent269382

Weighted average number of shares (thousands of shares)1,611,9801,610,005

Normalised earnings per share ($)0.170.24

FONTERRA ANNUAL REPORT 2019

114

Glossary
NON-GAAP MEASURES

Fonterra refers to non-GAAP financial measures throughout the Annual Review, and these measures are not prepared in accordance

with NZ IFRS. The definitions below explain how Fonterra calculates the non-GAAP measures referred to throughout the Annual Review.

EBITmeans earnings before interest and tax and is calculated as profit for the period before net

finance costs and tax.

EBITDAmeans earnings before interest, tax, depreciation and amortisation and is calculated as profit

for the period before net finance costs, tax, depreciation and amortisation.

Economic net interest bearing debtmeans net interest bearing debt including the effect of debt hedging.

Farmgate Milk Pricemeans the base price that Fonterra pays for milk supplied to it in New Zealand for a season.

The season refers to the 12-month milk season of 1 June to 31 May.

Gearing ratiois calculated as economic net interest bearing debt divided by total capital. Total capital is

equity excluding the hedge reserves, plus economic net interest bearing debt.

Grade freeFarmers who consistently exceed our highest milk quality standards.

Normalisation adjustmentsmeans transactions that are unusual by nature and size. Excluding these transactions can assist

users with forming a view of the underlying performance of the business. Unusual transactions

by nature are the result of specific events or circumstances that are outside the control of the

business, or relate to major acquisitions, disposals or divestments, or are not expected to occur

frequently. It also includes fair value movements if they are non-cash and have no impact on

profit over time. Unusual transactions by size are those that are unusually large in a particular

accounting period.

Normalised EBITmeans profit for the period before net finance costs and tax, and after normalisation adjustments.

Normalised earnings per share (EPS)means normalised profit after tax attributable to equity holders divided by the weighted

average number of shares for the period.

Normalised profit after taxmeans net profit after tax after normalisation adjustments, and the interest and tax impacts

of those normalisation adjustments.

Normalised segment earningsmeans segmental profit for the period before net finance costs and tax, and after normalisation

adjustments.

Pay-outmeans the total cash payment to farmer shareholders. It is the sum of the Farmgate Milk Price

per kgMS and the dividend per share. Both of these components have established policies and

procedures in place on how they are determined.

Retentionsmeans net profit after tax attributable to farmer shareholders divided by the number of shares

at 31 May, less dividend per share.

Return on capitalis calculated as normalised EBIT less equity accounted investees’ earnings divided by capital

employed. Capital employed is calculated as the average for the period of: net assets excluding

net interest-bearing debt, deferred tax balances and brands, goodwill and equity accounted

investments.

Segment earningsmeans segmental profit for the period before net finance costs and tax.

Working capitalis calculated as current trade receivables plus inventories, less current trade payables and

accruals. It excludes amounts owing to suppliers and employee entitlements.

Working capital daysis calculated as average period to date working capital divided by external revenue, multiplied

by the number of days in the period.

FONTERRA ANNUAL REPORT 2019

115

FONTERRA BOARD OF DIRECTORS
John Monaghan

Clinton Dines

Brent Goldsack

Leonie Guiney

Bruce Hassall

Simon Israel

Andrew Macfarlane

Peter McBride

John Nicholls

Donna Smit

Scott St John

FONTERRA MANAGEMENT TEAM

Miles Hurrell

Marc Rivers

Robert Spurway

Judith Swales

Kelvin Wickham

Mike Cronin

Deborah Capill

REGISTERED OFFICE

Fonterra Co-operative Group Limited

Private Bag 92032

Auckland 1142

New Zealand

109 Fanshawe Street

Auckland Central 1010

New Zealand

Phone +64 9 374 9000

Fax +64 9 374 9001

AUDITORS

PricewaterhouseCoopers

Level 22, PwC Tower

188 Quay Street

Auckland 1010

New Zealand

FARMER SHAREHOLDER AND SUPPLIER SERVICES

Freephone 0800 65 65 68

FONTERRA SHARES AND FSF UNITS REGISTRY

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142 New Zealand

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

CAPITAL NOTES REGISTRY

Link Market Services Limited

PO Box 91976

Auckland 1142

New Zealand

Level 11, Deloitte Centre

80 Queen Street

Auckland Central 1010

New Zealand

INVESTOR RELATIONS ENQUIRIES

Phone +64 9 374 9000

investor.relations@fonterra.com

www.fonterra.com

Directory

OUR DIRECTORY

FONTERRA ANNUAL REPORT 2019

116

This document is printed using inks derived from
vegetable oils and fatty acid alkyl-esters (modified

vegetable oils) from renewable sources.

It is printed on environmentally responsible paper

stocks, produced using elemental chlorine free (ECF),

FSC® certified mixed source pulp manufactured

under strict ISO14001

---

FOR THE YEAR ENDED 31 JULY 2019
Annual

Financial

Results

FONTERRA ANNUAL FINANCIAL RESULTS 2019
Contents

Directors’ Statement01

Income Statement02

Statement of Comprehensive Income03

Statement of Financial Position04

Statement of Changes In Equity05

Cash Flow Statement06

Basis of Preparation07

Notes to the Financial Statements09

Independent Auditor’s Report72

Statutory Information78

FONTERRA ANNUAL FINANCIAL RESULTS 201901
Directors’

Statement

FOR THE YEAR ENDED 31 JULY 2019

1 This document, in conjunction with the Fonterra Annual Review 2019, constitutes the 2019 Annual Report to Shareholders of Fonterra Co-operative Group Limited.

The Directors of Fonterra Co-operative Group Limited (Fonterra) present to Shareholders the Annual Report¹ and

financial statements for Fonterra and its subsidiaries (together the Group) and the Group’s interest in its equity

accounted investments for the year ended 31 July 2019.

The Directors present financial statements for each financial year which fairly present the financial position of the

Group and its financial performance and cash flows for that period.

The Directors consider the financial statements of the Group have been prepared using accounting policies which

have been consistently applied and supported by reasonable judgements and estimates, and that all relevant financial

reporting and accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy,

the determination of the financial position of the Group and facilitate compliance of the financial statements

with the Financial Markets Conduct Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent

and detect fraud and other irregularities.

The Directors hereby approve and authorise for issue the Annual Report for the year ended 31 July 2019.

For and on behalf of the Board:

John Monaghan Bruce Hassall

Chairman Director

25 September 2019 25 September 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201902
GROUP $ MILLION

NOTES31 JULY 201931 JULY 2018

Revenue from sale of goods320,11420,438

Cost of goods sold4(17,099)(17,279)

Impact of strategy review:

–China Farms impairment2(203)–

–Australian strategic reset2(23)–

–New Zealand consumer and foodservice business2(7)–

–Other strategic reset costs2(2)–

Gross profit2,7803,159

Other operating income91192

Selling and marketing expenses(590)(651)

Distribution expenses(561)(572)

Administrative expenses(773)(873)

Other operating expenses(387)(400)

Net foreign exchange losses(1)(12)

Share of profit of equity accounted investees182520

WPC80 recall costs–(196)

Impairment of Beingmate18–(405)

Impact of strategy review:

–New Zealand consumer and foodservice business and Tip Top disposal2(237)–

–Brazil consumer and foodservice business impairments2(149)–

–Disposal of Venezuelan operations2(134)–

–Australian strategic reset2(45)–

–Other strategic reset costs2(17)–

–Beingmate2(12)–

(Loss)/profit before net finance costs and tax6(10)262

Finance income101623

Finance costs10(434)(439)

Net finance costs(418)(416)

Loss before tax(428)(154)

Tax expense20(177)(42)

Loss after tax(605)(196)

Loss after tax is attributable to:

(Loss)/profit attributable to non-controlling interests(48)25

Loss attributable to equity holders of the Co-operative(557)(221)

Loss after tax(605)(196)

GROUP $

31 JULY 201931 JULY 2018

Earnings per share:

Basic and diluted earnings per share5(0.35)(0.14)

Income Statement

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201903
GROUP $ MILLION

NOTES31 JULY 201931 JULY 2018

Loss after tax(605)(196)

Items that may be reclassified subsequently to profit or loss:

Cash flow hedges and other costs of hedging, net of tax(1)(459)

Net investment hedges and translation of foreign operations, net of tax(12)188

Hyperinflation (losses)/gains attributable to equity holders(10)17

Foreign currency translation reserve losses transferred to the income statement2193–

Hyperinflation reserve gains transferred to the income statement2(12)–

Other reserve movements–(1)

Total items that may be reclassified subsequently to profit or loss158(255)

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

Net fair value (losses)/gains on investments in shares(1)8

Foreign currency translation gains/(losses) attributable to non-controlling interests1(2)

Hyperinflation movements attributable to non-controlling interests–12

Total items that will not be reclassified subsequently to profit or loss–18

Total other comprehensive income/(expense) recognised directly in equity158(237)

Total comprehensive expense(447)(433)

Total comprehensive (expense)/income is attributable to:

Equity holders of the Co-operative (415)(468)

Non-controlling interests(32)35

Total comprehensive expense(447)(433)

Statement of Comprehensive Income

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201904
GROUP $ MILLION

NOTES31 JULY 201931 JULY 2018

ASSETS

Current assets

Cash and cash equivalents550446

Trade and other receivables 111,9002,355

Inventories122,9442,917

Tax receivable4547

Derivative financial instruments 4859

Assets held for sale2229–

Other current assets 116141

Total current assets5,8325,965

Non-current assets

Property, plant and equipment156,5126,810

Equity accounted investments 18202615

Livestock16295288

Intangible assets172,5973,227

Deferred tax assets20592667

Derivative financial instruments440204

Other non-current assets 604323

Total non-current assets11,24212,134

Total assets17,07418,099

LIABILITIES

Current liabilities

Bank overdraft34161

Borrowings91,175831

Trade and other payables 131,8692,116

Owing to suppliers141,5341,579

Tax payable3735

Derivative financial instruments215296

Provisions216314

Other current liabilities71101

Total current liabilities 4,9985,133

Non-current liabilities

Borrowings95,3615,907

Derivative financial instruments 537480

Provisions21141130

Deferred tax liabilities209989

Other non-current liabilities5711

Total non-current liabilities 6,1956,617

Total liabilities11,19311,750

Net assets5,8816,349

EQUITY

Subscribed equity5,8875,887

Retained earnings360934

Foreign currency translation reserve19(183)(364)

Hedge reserves19(268)(267)

Other reserves829

Total equity attributable to equity holders of the Co-operative5,8046,219

Non-controlling interests77130

Total equity5,8816,349

Statement of Financial Position

AS AT 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201905
ATTRIBUTABLE TO EQUITY HOLDERS OF THE CO-OPERATIVE

GROUP $ MILLION

SUBSCRIBED

EQUITY

RETAINED

EARNINGS

FOREIGN

CURRENCY

TRANSLATION

RESERVE

HEDGE

RESERVES

OTHER

RESERVESTOTAL

NON-

CONTROLLING

INTERESTS

TOTAL

EQUITY

As at 1 August 20185,887934(364)(267)296,2191306,349

Loss after tax–(557)–––(557)(48)(605)

Other comprehensive (expense)/income–(17)181(1)(21)14216158

Total comprehensive (expense)/income–(574)181(1)(21)(415)(32)(447)

Transactions with equity holders in their capacity as equity holders:

Equity instruments issued––––––11

Dividend paid to non-controlling interests––––––(22)(22)

As at 31 July 20195,887360(183)(268)85,804775,881

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

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

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

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

Transactions with equity holders in their capacity as equity holders:

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

Equity instruments issued29––––291544

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

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

Statement of Changes in Equity

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201906
GROUP $ MILLION

31 JULY 201931 JULY 2018

Cash flows from operating activities

(Loss)/profit before net finance costs and tax(10)262

Adjustments for:

–Foreign exchange (gains)/losses(29)239

–Depreciation and amortisation561544

–China Farms impairment203–

–New Zealand consumer and foodservice business and Tip Top disposal214–

–Brazil consumer and foodservice business impairments149–

–Disposal of Venezuelan operations134–

–Australian strategic reset32–

–Beingmate12–

–Impairment of equity accounted investees–405

–Other 355

1,3111,193

Decrease/(increase) in working capital:

Inventories(52)(313)

Trade and other receivables38875

Amounts owing to suppliers(222)277

Payables and accruals(124)98

Other movements (112)42

Total(122)179

Cash generated from operations1,1791,634

Net taxes paid(56)(86)

Net cash flows from operating activities1,1231,548

Cash flows from investing activities

Cash was provided from:

–Proceeds from sale of businesses396–

–Proceeds from disposal of property, plant and equipment3226

–Proceeds from sale of livestock2879

–Proceeds from sale of investments77

–Co-operative support loan repayments177149

–Other cash inflows256

Cash was applied to:

–Acquisition of property, plant and equipment (541)(858)

–Acquisition of livestock (including rearing costs)(37)(45)

–Acquisition of intangible assets(82)(147)

–Acquisition of investments(10)(14)

–Advances to and investments in equity accounted investees(6)(151)

–Other cash outflows(17)–

Net cash flows from investing activities(28)(948)

Cash flows from financing activities

Cash was provided from:

–Proceeds from borrowings3,7464,334

–Interest received1418

Cash was applied to:

–Interest paid(427)(446)

–Repayment of borrowings(4,149)(4,077)

–Dividends paid to non-controlling interests(22)(27)

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

–Other cash outflows(12)(74)

Net cash flows from financing activities(850)(725)

Net increase/(decrease) in cash245(125)

Opening cash 285382

Effect of exchange rate changes(14)28

Closing cash 516285

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

Cash and cash equivalents550446

Bank overdraft(34)(161)

Closing cash516285

Cash Flow Statement

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201907
A) GENERAL INFORMATION

Fonterra Co-operative Group Limited (Fonterra, the Company or the

Co-operative) is a co-operative company incorporated and domiciled

in New Zealand. Fonterra is registered under the Companies Act 1993

and the Co-operative Companies Act 1996, and is an FMC Reporting

Entity under the Financial Markets Conduct Act 2013. Fonterra is also

required to comply with the Dairy Industry Restructuring Act 2001.

These financial statements comprise Fonterra and its subsidiaries

(together referred to as the Group) and the Group’s interest in its

equity accounted investees after adjustments to align to the

accounting policies of the Group.

The Group operates predominantly in the international dairy industry.

The Group is primarily involved in the collection, manufacture and

sale of milk and milk-derived products and in fast-moving consumer

goods and foodservice businesses.

B) BASIS OF PREPARATION

These financial statements comply with International Financial

Reporting Standards (IFRS). These financial statements also

comply with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and have been prepared in accordance

with NZ Generally Accepted Accounting Practice applicable to

for-profit entities.

These financial statements are prepared on a historical cost basis, except

for derivative financial instruments, livestock and the hedged risks on

certain debt instruments, which are recognised at their fair values.

These financial statements are presented in New Zealand dollars

($ or NZD), which is Fonterra’s functional currency, and rounded

to the nearest million, except where otherwise stated.

Significant accounting policies which are relevant to an understanding

of the financial statements and summarise the measurement basis

used are provided throughout the notes in green shading.

In the process of applying the Group’s accounting policies,

Fonterra make a number of judgements, estimates of future

events, and assumptions. These are all believed to be reasonable

based on the most current set of circumstances available to the Group.

Judgements and estimates that have the most significant effect on

the amounts recognised in the financial statements are described

below and in the following notes:

China Farms assets (Notes 2 and 15)

The recoverable amount of the assets held by the China Farms

operating segment is assessed at least annually, if indicators of

impairment are identified. Performing this assessment requires

Fonterra to estimate the future cash flows that will be earned

by China Farms, an asset specific pre-tax discount rate and the

terminal growth rate.

Investment in Beingmate Baby & Child Co Ltd. (Beingmate) (Note 2)

At 31 July 2019 Fonterra’s investment in Beingmate is recorded at

fair value. During the year ended 31 July 2019, Fonterra ceased equity

accounting for its investment in Beingmate because Fonterra has

assessed that it no longer had significant influence in Beingmate.

Fonterra’s judgement in determining the nature of Fonterra’s

ownership interest is explained in Note 2.

Recoverable amount assessments (Notes 2, 15 and 17)

The recoverability of the carrying value of goodwill and indefinite life

brands is assessed at least annually to ensure they are not impaired.

Performing this assessment requires Fonterra to estimate future cash

flows, pre-tax discount rates and terminal growth rates. For other assets

Fonterra assesses whether indicators of impairment are present, and if

they are present, performs an impairment test.

If an impairment test indicates that an asset (or group of assets) may

be impaired, Fonterra is also required to estimate the fair value less

costs of disposal of the asset. This is because the recoverable amount

of an asset is the higher of its value in use and its fair value less costs

of disposal.

Provisions and contingent liabilities (Note 21)

Legal counsel or other experts are consulted on matters that may give

rise to a provision or a contingent liability. Estimates and assumptions

are made in determining the likelihood, amount and timing of cash

outflows when the outcome is uncertain.

Deferred tax (Note 20)

Deferred tax assets relating to tax losses carried forward can only

be recognised if it is probable that they can be used. In assessing the

amount of tax losses that can be recognised Fonterra has estimated

the forecast future taxable profits against which the tax losses carried

forward can be utilised.

Deferred tax liabilities related to investments in subsidiaries are not

recognised when the Group can control the timing of reversal of the

temporary difference and it is probable the temporary difference will

not reverse in the foreseeable future. In determining the probability of

reversal, consideration is taken of whether the related assets are held

for sale, future expectations of exiting, and, if applicable, the impact

any exit would have on the crystallisation of the deferred tax.

C) BASIS OF CONSOLIDATION

In preparing these financial statements, subsidiaries are consolidated

from the date the Group gains control until the date on which control

ceases. The Group’s share of results of equity accounted investments

is included in the consolidated financial statements from the date that

significant influence or joint control commences, until the date that

significant influence or joint control ceases. All intercompany

transactions are eliminated.

Translation of the financial statements into NZD

The assets and liabilities of Group companies whose functional

currency is not NZD are translated into NZD at the year-end exchange

rate. The revenue and expenses of these companies are translated into

NZD at rates approximating those at the dates of the transactions.

Exchange differences arising on this translation are recognised in the

foreign currency translation reserve. On disposal or partial disposal

of an entity, the related exchange differences that were recorded in

equity are recognised in the income statement as part of the gain

or loss on sale. The financial statements of a subsidiary in a

hyperinflationary economy are translated into NZD at the year-end

exchange rate. For consolidation, Fonterra translates its operations

in Venezuela using the year end exchange rate that is most

representative of the entity’s economic circumstances.

Basis of Preparation

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201908
D) NEW AND AMENDED INTERNATIONAL

FINANCIAL REPORTING  STANDARDS

Impact of adopting NZ IFRS 15 Revenue from Contracts with Customers

Fonterra adopted NZ IFRS 15 from 1 August 2018.

Fonterra is not materially impacted by the adoption of NZ

IFRS 15 because:

–Fonterra has historically recognised revenue at the time the risks

and rewards of ownership of the products pass to the customer.

Fonterra determined that customers obtain control of the

products at the same time as risks and rewards of ownership

pass to the customer. The timing of revenue recognition is

therefore unchanged by the adoption of NZ IFRS 15.

–In relation to the contract price, Fonterra has not identified

any material changes to the accounting for trade spend, rebates,

or other items of variable consideration.

Fonterra has elected to utilise the cumulative effect transition

approach and to apply NZ IFRS 15 to contracts that were not

completely fulfilled at 1 August 2018. No transition adjustment is

recognised as the impact of the adoption of NZ IFRS 15 and use

of the practical expedient has not had a material impact on the

timing of revenue recognition or on the measurement of revenue.

The Group’s revenue accounting policy is disclosed in Note 3.

Accounting standards issued but not yet effective

NZ IFRS 16 Leases

NZ IFRS 16 Leases replaces the current guidance on lease accounting.

It requires a lease liability reflecting future lease payments, and a

‘right-of-use-asset’, to be recognised for most lease contracts where

Fonterra is a lessee. This includes many of the leases currently classified

as operating leases for which no asset or liability is reflected on the

statement of financial position under existing accounting rules.

Fonterra has elected to utilise the modified retrospective approach.

This will require an adjustment to equity as at 1 August 2019, and prior

year comparatives will not be restated. Fonterra has also elected to

retain the current accounting treatment for short term leases and

low-value assets.

Management has assessed the effect of applying NZ IFRS 16 through

a project that included collecting and validating Fonterra’s portfolio

of leases, assessing the lease term and discount rate assumptions,

implementing an IT system solution for lease accounting under

NZ IFRS 16, and implementing changes to internal processes and

controls. Management is in the final stages of completing the

validation of the portfolio of leases through a review of historic

supply arrangements. In addition, the long-term supply arrangement

with A-Ware disclosed in Note 21 is currently being assessed to

determine if it meets the definition of a lease under NZ IFRS16.

Any lease accounting implications would be recognised during FY20

when the A-Ware plant supporting the agreement is commissioned.

On transition to NZ IFRS 16 at 1 August 2019, based on management’s

current expectation of the portfolio of leases, Fonterra expects to

recognise a right-of-use asset of $465 million and a lease liability

of $487 million.

The adoption of NZ IFRS 16 does not have a significant impact on

Fonterra’s net profit after tax. However, there will be an increase in

profit before net finance costs and tax, because a portion of the lease

costs currently reported in cost of goods sold or operating expenses

will be recorded as finance costs. Following adoption of NZ IFRS 16,

the presentation of lease payments in the cash flow statement will

change from operating activities to financing activities.

Based on Fonterra’s current expectation of the portfolio of leases

held by Fonterra at 31 July 2019, the impact of adopting NZ IFRS 16

on the financial results for the year ending 31 July 2020 is estimated

to be a reduction in operating lease expenses of $98 million, an

increase in interest expense of $16 million, and additional depreciation

of $86 million. This results in an overall decrease in net profit of

$5 million. Any change in the portfolio of leases following completion

of the validation and review process will change the estimated impact

on Fonterra’s financial results. Fonterra’s lease population is likely

to change during the year ending 31 July 2020, so the actual impact

is likely to vary from these estimates. At the date of these financial

statements Fonterra had not yet determined any deferred tax

accounting impact of adopting NZ IFRS 16.

Fonterra’s operating lease commitments at 31 July 2019 are disclosed

in Note 21.

There are no other new or amended standards that are issued but not

yet effective that are expected to have a material impact on the Group.

Basis of Preparation CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201909
NOTE PAGE

PERFORMANCE 10

1 Segment reporting 10

2 Strategy review 14

3 Revenue from sale of goods 25

4 Cost of goods sold 26

5 Earnings per share 26

6 Loss before net finance costs and tax 27

DEBT AND EQUITY 28

7 Subscribed equity instruments 28

8 Dividends 29

9 Borrowings 30

10 Net finance costs 33

WORKING CAPITAL 34

11 Trade and other receivables 34

12 Inventories 35

13 Trade and other payables 35

14 Owing to suppliers 36

LONG-TERM ASSETS 37

15 Property, plant and equipment 37

16 Livestock 39

17 Intangible assets 41

INVESTMENTS 44

18 Equity accounted investments 44

FINANCIAL RISK MANAGEMENT 46

19 Financial risk management 46

OTHER 58

20 Taxation 58

21 Contingent liabilities, provisions and commitments 62

22 Related party transactions 65

23 Subsidiaries 67

24 Fair value measurement 68

25 Offsetting of financial assets and liabilities 70

26 Net tangible assets per security 71

Notes to the Financial Statements

FOR THE YEAR ENDED 31 JULY 2019

FONTERRA ANNUAL FINANCIAL RESULTS 201910
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

PERFORMANCE

This section focuses on Fonterra’s financial performance and the returns provided to equity holders.

This section includes the following Notes:

Note 1: Segment reporting

Note 2: Strategy review

Note 3: Revenue from sale of goods

Note 4: Cost of goods sold

Note 5: Earnings per share

Note 6: Loss before net finance costs and tax

1 SEGMENT REPORTING

a) Operating segments

Operating segments reflect the way financial information is regularly reviewed by the Fonterra Management Team (FMT). The measure of profit

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

and tax.

Transactions between segments are based on estimated market prices, except for the sale of milk from China Farms to Ingredients. The transfer

price used for these transactions is RMB 4.00 per kg.

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

REPORTABLE SEGMENTDESCRIPTION

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

and marketing of New Zealand and non-New Zealand ingredients products, Fonterra Farm Source™ stores,

and the Australian and South American ingredients businesses.

Consumer and foodservice

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

(including export to the Pacific Islands).

–AsiaRepresents FMCG and foodservice businesses in Asia (excluding Greater China), Africa and the Middle East.

–Greater ChinaRepresents FMCG and foodservice businesses in Greater China.

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

China Farms Represents farming operations in China.

FONTERRA ANNUAL FINANCIAL RESULTS 201911
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Operating segments CONTINUED

GROUP $ MILLION

31 JULY 2019

INGREDIENTSCONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

NOTESOCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment income statement

External revenue13,3281,9891,8141,4811,5026,786––20,114

Inter-segment revenue

1

3,7071704825225249(4,181)–

Revenue from sale of goods17,0352,1591,8621,4831,5077,011249(4,181)20,114

Cost of goods sold(15,608)(1,737)(1,411)(1,134)(1,108)(5,390)(244)4,143(17,099)

Segment gross profit1,4274224513493991,6215(38)3,015

Operating expenses(735)(333)(284)(190)(366)(1,173)(21)(382)(2,311)

Net other operating income6131441222(4)91

Net foreign exchange gains/(losses)16–(8)(2)(1)(11)(1)(5)(1)

Share of profit/(loss) of equity accounted

investees

42–(2)(1)41(19)125

Normalised segment earnings before

net finance costs and tax

8119215816040450(14)(428)819

Normalisation adjustments:

New Zealand consumer and

foodservice business

2–(204)–––(204)––(204)

Disposal of Tip Top2–(25)–––(25)–(15)(40)

China Farms impairment2––––––(203)–(203)

Brazil consumer and foodservice

business impairments

2(6)–––(143)(143)––(149)

Disposal of Venezuelan operations2(22)–––(112)(112)––(134)

Australia strategic reset2(68)–––– –––(68)

Other strategic reset costs2–(2)––(5)(7)–(12)(19)

Beingmate2–––(12)–(12)––(12)

Segment earnings before

net finance costs and tax

715(139)158148(220)(53)(217)(455)(10)

Finance income16

Finance costs(434)

Loss before tax(428)

Other segment information:

Volume

2

(liquid milk equivalents, billion)21.421.691.451.210.785.130.26(4.96)21.85

Volume

2

(metric tonnes, thousand)3,1716272972995591,78220(834)4,139

Depreciation and amortisation ($ million)(408)(27)(12)(2)(33)(74)(26)(53)(561)

Capital expenditure

3

4454310130842348600

Equity accounted investments112–––1212699202

Capital employed

4

($ million)9,272509180(42)3621,009735(1,348)9,668

Reconciliation of reported to segment gross profit for the year ended 31 July 2019:

GROUP $ MILLION

Segment gross profit 3,015

Normalisation adjustments

–China Farms impairment (203)

–Australian strategic reset(23)

–New Zealand consumer and foodservice business strategic review impact(7)

–Other strategic reset costs(2)

Reported gross profit2,780

1 Ingredients inter-segment revenue includes sales to Foodservice businesses across the Group, this is a change from the way in which those sales were reported for the year

ended 31 July 2018 where they were reflected as an adjustment to the cost of goods sold. The change increased sales revenue by $901 million for the year ended 31 July 2019,

there was no impact on the gross profit or earnings of the Ingredients business or the Group.

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

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

4 Capital employed is calculated as the average for the period of: net assets excluding net-interest bearing debt, deferred tax balances and brands, goodwill and equity

accounted investments. These balances incorporate intersegment net working capital and funding arrangements.

FONTERRA ANNUAL FINANCIAL RESULTS 201912
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Operating segments CONTINUED

GROUP $ MILLION

31 JULY 2018

INGREDIENTSCONSUMER AND FOODSERVICE

CHINA

FARMS

UNALLOCATED

COSTS AND

ELIMINATIONSTOTAL

OCEANIAASIA

GREATER

CHINA

LATIN

AMERICATOTAL

Normalised segment income statement

External revenue

1

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

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

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

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

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

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

Net other operating income11181814246422(5)192

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

Share of profit/(loss) of equity

accounted investees54–––44(5)154

Normalised segment earnings

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

Normalisation adjustments:

Reduction in the carrying value of

investment in Beingmate

2

–––(439)–(439)––(439)

WPC80 recall costs

3

(196)–––––––(196)

Time value of options

4

(5)–––––––(5)

Segment earnings before

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

Finance income23

Finance costs(439)

Loss before tax(154)

Other segment information:

Volume

5

(liquid milk equivalents, billion)20.521.661.551.410.755.370.27(3.96)22.20

Volume

5

(metric tonnes, thousand)2,9866232982665781,76522(650)4,123

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

Capital expenditure

6

6446217261142(25)100861

Equity accounted investments308––20410214858615

Capital employed

7

($ million)9,15651595(65)332877788(1,269)9,552

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

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

share of Beingmate’s losses.

3 The $196 million normalisation adjustment relates to operating expenses.

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

5 Includes sales to other strategic platforms. Total column represents total external sales. LMEs for FY18 have been restated to better reflect internal sales between

business segments.

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

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

and equity accounted investments. These balances incorporate intersegment net working capital and funding arrangements.

FONTERRA ANNUAL FINANCIAL RESULTS 201913
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

b) Geographical revenue

GROUP $ MILLION

CHINA

REST

OF ASIAAUSTRALIA

NEW

ZEALAND

UNITED

STATESEUROPE

LATIN

AMERICA

REST OF

WORLDTOTAL

Geographical segment external revenue:

Year ended 31 July 20194,2945,5901,7762,1829318512,1262,36420,114

Year ended 31 July 20183,9805,6841,8362,0767936812,2723,11620,438

Revenue is allocated to geographical segments on the basis of the destination of the goods sold.

c) Non-current assets

GROUP $ MILLION

INGREDIENTS OCEANIAASIA

GREATER

CHINA

LATIN

AMERICA

TOTAL

GROUP

NEW

ZEALAND

REST OF

WORLD

NEW

ZEALANDAUSTRALIA

Geographical segment non-current assets:

As at 31 July 20195,4673057561,00784094489110,210

As at 31 July 20185,5384671,3249288271,1271,05211,263

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Reconciliation of geographical segment’s non-current assets to total non-current assets:

Geographical segment non-current assets 10,21011,263

Deferred tax assets592667

Derivative financial instruments 440204

Total non-current assets11,24212,134

FONTERRA ANNUAL FINANCIAL RESULTS 201914
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

2 STRATEGY REVIEW

During the year the Fonterra Board conducted a review of the business with the goal to align the business strategy, priorities, resources and asset

base with its long-term sustainable value drivers.

The Strategy Review had three dimensions:

–Strategic – to ensure alignment of focus and resources on our sources of differentiation and value creation to ensure we can continue to create

goodness for generations.

–Asset portfolio – to provide clarity on the assets that were aligned with the more focused strategy and those that were now non-strategic or

have been consistently underperforming, with a view to confirming an approach of hold, invest or divest.

–Operational – to review our operational performance, specifically in underperforming areas and where appropriate implement the necessary

improvement initiatives.

Many of the under-performing areas had previously implemented performance improvement plans that didn’t deliver sufficient improvement.

Fonterra has reviewed the forecast earnings, incorporating the changed strategic direction and priorities, as well as the level of success of current

performance improvement activities.

The operational and asset portfolio reviews were commenced and announced in September 2018. In December 2018 it was announced that as part

of the asset portfolio review, Fonterra had reached an agreement with Beingmate to return to full ownership of the Darnum plant in Australia and

that Fonterra was looking at its ongoing ownership of Tip Top and considering a range of options in relation to this asset.

In February 2019 it was announced that a full review of strategy was underway. In March 2019 Fonterra announced its interim result and that it was

commencing a sales process for its 50% share of DFE Pharma. It was also announced that Fonterra was considering its options for its shareholding

in Beingmate, that strong interest in Tip Top had been received and that Fonterra’s share of the Venezuelan consumer joint venture, Corporacion

Inlaca had been sold.

In May 2019 Fonterra announced that Tip Top had been sold, that a strategic review of the two Fonterra-owned farm-hubs in China had

commenced, the closure of the Dennington site in Australia and that Fonterra had agreed options for the future ownership of the DPA Brazil

joint venture, which included a potential sale of respective stakes.

In August 2019 Fonterra announced it intends to sell a portion of its stake in Beingmate and also announced a number of one-off accounting

adjustments related to non-cash impairment charges on four specific assets and the divestments made during the financial year.

Throughout the year Fonterra has provided updates on the progress made in the operational review, which included reducing debt, capital

expenditure and operating expenses.

This note explains the accounting impact of the Strategy Review on the financial statements.

Summary Table: Net profit before tax impact of Strategy Review.

GROUP $ MILLION

NOTE

IMPAIRMENT

INTANGIBLE

IMPAIRMENT

PP&E

TOTAL

IMPAIRMENTOTHER

LOSS ON

DISPOSALTOTAL

New Zealand consumer and

foodservice businessa)(189)(7)(196)(8)(204)

Disposal of Tip Topa)(40)(40)

Sub-total Fonterra New Zealand(189)(7)(196)(8)(40)(244)

China Farms impairmentb)(203)(203)(203)

Brazil consumer and foodservice

business impairmentsc)(133)(133)(16)(149)

Disposal of Venezuelan operationsd)(134)(134)

Australia strategic resete)(9)(23)(32)(36)(68)

Other strategic reset costsf) (19)

1

(19)

Beingmateg)(12)(12)

Total net loss before tax impact(331)(233)

2

(564)(91)(174)(829)

1 $2 million of the $19 million relates to costs separately disclosed above gross margin in the income statement.

2 The $233 million of production related asset impairments are separately disclosed above gross margin in the income statement.

FONTERRA ANNUAL FINANCIAL RESULTS 201915
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

2 STRATEGY REVIEW CONTINUED

Impairments

An impairment test is completed when there are indicators of impairment for an asset or a cash-generating unit (CGU). An impairment test is

also completed on an annual basis when a CGU has goodwill or indefinite-life intangibles allocated to it. To determine if an asset or CGU is

impaired, the carrying amount of the asset or CGU is compared to its recoverable amount, being the higher of its value in use and fair value

less costs to dispose. If the carrying amount is higher than recoverable amount the CGU is impaired to its recoverable amount.

Value in use is determined as the present value of the future cash flows expected to be derived from the CGU. Fair value less costs to dispose

reflects the price that would be received to sell the CGU in an orderly transaction between market participants at the measurement date less

the costs of disposal.

Disposals

On disposal of an investment or a CGU (or portion of a CGU) the related assets are derecognised. A gain or loss is recognised as the difference

between the carrying value of the assets at the date of disposal and the net disposal proceeds. Any related exchange differences recorded in

equity are recognised in the income statement as part of the gain or loss on sale.

a) New Zealand consumer and foodservice business and Tip Top disposal

The New Zealand consumer and foodservice business, including Tip Top, is reported in the Oceania consumer and foodservice segment.

Fonterra’s New Zealand consumer and foodservice business has historically had strong market shares and delivered significant returns. Goodwill

was recognised on the acquisition of New Zealand Dairy Foods and the lower North Island consumer business, as shown in the goodwill table later

in this note, and the historic returns supported these balances.

In more recent times, Fonterra’s New Zealand consumer and foodservice business has experienced a decline in performance due to market

conditions and operational challenges in FY18. During FY19 Fonterra has delivered improved year-on-year operational performance, but margin

compression has continued to be a challenge reflecting the increased level of competition in the New Zealand market.

While the core dairy business remains a strategic priority, the Tip Top ice cream business was identified as non-strategic and was divested in

May 2019, supporting Fonterra’s objective to reduce debt levels.

As part of the strategic review, several options were considered to drive margin recovery and overall earnings growth. After balancing the impact

of ongoing competition, the level of capital investment required, the likelihood of successful delivery and the reality of the current level of

performance, a revised strategic plan was agreed. The outcome of the Strategy Review results in a lower level of forecast earnings growth,

resulting in an impairment as discussed below.

Consumer and Foodservice New Zealand goodwill and brand impairment

$ MILLION

Impairment of Red Cow brand

1

4

Goodwill impairment185

Fonterra New Zealand goodwill and brand impairment189

1 Brand carrying amounts have been reviewed. The carrying amount of the Red Cow brand was not supported by future cash flows therefore the full carrying amount of

$4 million has been impaired.

The recoverable amount of the New Zealand consumer and foodservice business was assessed at $730 million. This was lower than the carrying

value of the business, resulting in an impairment of the goodwill attributed to the business of $185 million.

The revised business forecast reflects a recovery in business performance that will generate sufficient earnings to support goodwill of $250 million

and brands of $283 million.

FONTERRA ANNUAL FINANCIAL RESULTS 201916
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) New Zealand consumer and foodservice business and Tip Top disposal CONTINUED

A summary of the initial recognition of goodwill and the movements in the FY19 year is shown below.

$ MILLION

Acquisition of Tip Top on Fonterra formation31

Acquisition of New Zealand Dairy Foods in 2005365

Acquisition of lower North Island consumer business in 2006124

Goodwill on other FBNZ acquisitions 91

Goodwill balance as at 1 August 2018611

Goodwill balance allocated to Tip Top at divestment

1

(176)

Impairment (185)

Goodwill balance as at 31 July 2019250

1 The entire goodwill balance in the table above is associated with the New Zealand consumer and foodservice business CGU, and is therefore tested for impairment as part

of that CGU. That CGU included Tip Top, up until Tip Top was sold. This means that goodwill was required to be attributed to the accounting impact on disposal of the Tip Top

business based on the fair value of Tip Top relative to the New Zealand consumer and foodservice business at the date of disposal. That allocation resulted in attribution of

$176 million of goodwill to Tip Top at the date of Tip Top’s disposal.

Assumptions used in the impairment assessment

The recoverable amount of the business was determined on a value in use basis using a discounted cash flow methodology. The assumptions used

in the value in use calculation are based on management approved forecasts. The actual outcome is not certain and any change to the assumptions

could potentially lead to an additional impairment.

The forecast cash flows used in the impairment model are based on a five-year business plan and have been prepared considering past performance

as well as future expected performance aligned with the Board’s Strategy Review.

The forecast resulted in a reduction in expected volume growth and market shares, as well as margin improvement driven from initiatives in trade

spend management, manufacturing and supply chain efficiencies and reduced expenses.

Initiatives driving rationalisation of trade spend management and cost out, both through improved productivity in our manufacturing and supply

chain and through reduced operating expenditure, are the largest drivers of forecast earnings improvement.

The long-term growth rate applied to the future cash flows at year five of the forecast is 2.7 per cent (31 July 2018: 2.4 per cent). This reflects

the weighted average inflation rate of New Zealand and this business’s export markets.

The post-tax discount rate is 8.1 per cent (31 July 2018: 8.1 per cent). The pre-tax discount rate is 10.2 per cent.

The impact of changes in these key assumptions on the recoverable amount are shown in the table below. The sensitivities shown assume

the specific assumption changes in isolation, while all other assumptions are held constant.

KEY ASSUMPTIONSVALUE ATTRIBUTED IMPACT ON THE RECOVERABLE AMOUNT

Annual trade spend management

savings (by year 5)

$31 millionAn increase/(decrease) in trade spend management savings of $20 million from

year three would result in an increase/(decrease) in the recoverable amount of

$225 million.

Annual productivity savings

(manufacturing and supply

chain efficiencies) (by year 5)

$19 millionAn increase/(decrease) in productivity savings of $3 million from year three

would result in an increase/(decrease) in the recoverable amount of $34 million.

Annual operating expense savings

(by year 5)

$14 millionAn increase/(decrease) in operating expense savings of $4 million from year three

would result in an increase/(decrease) in the recoverable amount of $45 million.

Terminal growth rate 2.7 per centAn increase/(decrease) in the terminal growth rate of 10 basis points would

result in an increase/(decrease) in the recoverable amount of $11 million.

Discount rate (post-tax)8.1 per centAn increase/(decrease) in the discount rate of 50 basis points would result

in a decrease/(increase) in the recoverable amount of $67 million.


The fair value less cost to dispose was also considered when determining the recoverable amount to ensure the higher of fair value less cost

to dispose and value in use was applied.

FONTERRA ANNUAL FINANCIAL RESULTS 201917
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) New Zealand consumer and foodservice business and Tip Top disposal CONTINUED

Sale of Tip Top

In May 2019, Fonterra sold its New Zealand ice cream business, Tip Top, to Froneri for $380 million. The transaction resulted in a post-tax loss on sale

of $11 million. The assets disposed of include: the net assets of Tip Top, the Tip Top brand, the carrying amount of the Kapiti ice cream brand as a

perpetual license was granted to Froneri, and an allocation of $176 million goodwill from the New Zealand consumer and foodservice CGU.

$ MILLION

Sales proceeds

1

380

Net assets disposed excluding goodwill(200)

Transaction costs(15)

165

Goodwill balance allocated to Tip Top at divestment(176)

Loss on sale

2

(11)

1 Cash received of $376 million, net of working capital adjustments.

2 Of the net loss on sale of $11 million: a loss of $40 million is recognised in net loss on divestment; and $29 million is recognised as a tax benefit relating to the

reversal of deferred tax liabilities.

The net assets allocated to the sale transaction were:

$ MILLION

Trade and other receivables17

Inventories26

Property, plant and equipment99

Brands106

Trade and other payables(19)

Deferred tax liability(29)

Goodwill176

Net assets disposed 376

Tip Top is presented in the Oceania consumer and foodservice reportable segment. Excluding the loss on disposal, the profit after tax attributable

to Fonterra’s equity holders generated by Tip Top is $11 million in the 10 months to 31 May 2019 (year ended 31 July 2018: $12 million).

PP&E impairment and other costs

$7 million of plant, property and equipment (PP&E) impairment has been recognised relating to assets that have been written off.

There are also $8 million of redundancy costs, consulting costs to support the review and other transition costs incurred.

FONTERRA ANNUAL FINANCIAL RESULTS 201918
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

b) China Farms impairment

Fonterra has announced it is assessing a wide range of options for its investment in its Fonterra-owned China Farms assets. This reflects the reduced

focus on off shore milk pools, the current losses being generated, and the intention to focus on Fonterra’s strategic priorities.

As at 31 July 2018, the recoverable amount of the China Farm assets was equivalent to the carrying amount, which meant that any adverse change

in the supporting assumptions would result in an impairment.

The FY19 performance for the Fonterra-owned China Farms assets (including the amount recorded within the Ingredients business) was a loss

of $13 million compared to a $32 million loss in FY18. This improvement reflects an increase in average pricing and a reduction in operating

expenditure however this result was still behind the plan to break-even in FY19.

There have been several events over the years, highlighting a higher level of risk in operating the farms than previously anticipated. Consequently,

the current expectation of long-term sustainable milk production has reduced by seven per cent. This reduction across the FY19 five-year plan and

through the terminal value has been the most significant factor in the reduction in the recoverable amount of the China Farms assets compared

to prior year.

While the average milk price increased in FY19 to RMB 3.64, it remains short of the targeted RMB 4.00 per kg assumed in the FY18 recoverable

amount assessment. Fonterra has revised the future milk price forecast to reflect a phased increase in pricing, driven by the growth of premium

customers and reduced volume being sold through traders. The lag in achieving this price point is the other major contributor to the reduction

in the recoverable amount relative to the FY18 recoverable amount.

The recoverable amount of the China Farms assets is $546 million. This was lower than the carrying value of the assets, resulting in an impairment

of property, plant and equipment of $203 million.

Assumptions used in the impairment assessment

The recoverable amount of the assets are determined on a value in use basis using a discounted cash flow methodology. The assumptions used

in the value in use calculation are based on management approved forecasts. The actual outcome is not certain and any change to the assumptions

could potentially lead to an additional impairment.

The forecast cash flows used in the impairment model are based on a five-year business plan and have been prepared considering past performance

as well as future expected performance aligned with the Board’s Strategy Review.

The long-term growth rate applied to the future cash flows at year five of the forecast is 2.6 per cent (31 July 2018: 3.0 per cent). The post-tax

discount rate applied is 9.1 per cent (31 July 2018: 9.1 per cent).

The impact of changes in these assumptions on the recoverable amount are shown in the table below. The sensitivities shown assume the

specific assumption changes in isolation, while all other assumptions are held constant.

KEY ASSUMPTIONSVALUE ATTRIBUTEDIMPACT ON THE RECOVERABLE AMOUNT

Future milk price

(year five)¹

RMB 4.16 per kg

An increase/(decrease) in the milk price of RMB 0.10 per kg would result in an

increase/(decrease) in the recoverable amount of $82 million.

Milk production for sale

(year five)¹

350 million kg

An increase/(decrease) in the milk production of three per cent would result in

an increase/(decrease) in the recoverable amount of $47 million.

Feed costs per kg of milk sold

(year five)¹

RMB 1.99 per kg

An increase/(decrease) in feed costs of RMB 0.10 per kg would result in an

increase/(decrease) in the recoverable amount of $82 million.

Effluent costs per kg

of milk sold (year five)¹

RMB 0.14 per kg

An increase/(decrease) in effluent costs of RMB 0.02 per kg would result in an

increase/(decrease) in the recoverable amount of $16 million.

Terminal growth rate2.6 per centAn increase/(decrease) in the terminal growth rate of 10 basis points would result

in an increase/(decrease) in the recoverable amount of $7 million.

Discount rate (post-tax)9.1 per centAn increase/(decrease) in the discount rate of 50 basis points would result in a

decrease/(increase) in the recoverable amount of $47 million.

1 Year five has been chosen as it reflects the estimated long-term sustainable position.

The fair value less cost to dispose was also considered when determining the recoverable amount to ensure the higher of fair value less cost

to dispose and value in use was applied.

FONTERRA ANNUAL FINANCIAL RESULTS 201919
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

c) Brazil consumer and foodservice business impairments

The Brazil consumer and foodservice business is reported in the Latin America consumer and foodservice segment.

At 31 July 2019, Fonterra is in the process of investigating a range of options for the Brazil consumer and foodservice business.

No decision has been made on the option to be formally progressed.

Consumer and foodservice Brazil goodwill impairment

The goodwill attributable to the consumer and foodservice business in Brazil of $133 million was recognised in 2015 when Fonterra acquired

a controlling interest in DPA Brazil.

The economy in Brazil has been challenging and previously expected growth in the chilled dairy category has not eventuated. The chilled dairy

category performance is closely aligned with Fonterra’s volume and pricing outcomes.

Several improvement initiatives were implemented in the second half of 2019, improving gross margins and reducing operating expenditure.

While these have improved business performance they did not meet the level of improvement anticipated in the forecast prepared in FY18.

The current forecast reflects some improvement in aspects of the Brazilian economy that will support the chilled dairy category growth and enable

both pricing and volume growth to be realised. However, given the lower level of improvement delivered in FY19 than was expected, future

expectations on the key revenue growth and margin assumptions, driven by volume and pricing, have reduced in comparison to the FY18

recoverable amount assumptions. This has driven the bulk of the change in the recoverable amount from prior year with both lower revenue

and margin per cent growth now forecast.

The recoverable amount of the Brazil consumer and foodservice business was $234 million. This was lower than the book value of the business,

resulting in an impairment of the goodwill attributed to the business. Fonterra has written off the $133 million of goodwill.

The reduction in the recoverable amount results from a downward reassessment of forecast earnings. The change in the forecast earnings outlook

also impacts the forecast future taxable profits which are used to support the carrying amount of the deferred tax asset in Brazil. The reduction in

forecast future taxable profits means that the deferred tax asset in Brazil is now not expected to be utilised in the foreseeable future. The deferred

tax asset of $110 million has been derecognised through tax expense (refer Note 20). Fonterra’s 51 per cent share is $55 million.

Assumptions used in the impairment assessment

The recoverable amount of the business was determined on a value in use basis using a discounted cash flow methodology. The assumptions used

in the value in use calculation are based on management approved forecasts. The actual outcome is not certain and any change to the assumptions

could potentially lead to an additional impairment.

The forecast cash flows used in the impairment model are based on a three-year business plan and have been prepared considering past

performance as well as future expected performance aligned with the Board’s Strategy Review.

The assumption used for revenue growth is 9.8 per cent (compared to 9.6 per cent in FY18). Actual revenue growth was four per cent in FY19.

The revenue growth assumption is dependent on the recovery in the Brazilian economy and successful execution of initiated and planned

performance improvement activities. Gross margin assumptions have reduced compared to those forecast in FY18, with a lower starting point

and reduced margin improvements (2.7 per cent in FY19 compared to 4.8 per cent in FY18). These assumptions include the impacts of inflation,

volume growth and the annualised impact of the pricing initiatives delivered in FY19.

An annual growth rate of 6.86 per cent (2018: 8.3 per cent) has been applied to the year three cash flows to derive years four to 10. This growth rate

includes volume growth plus inflation. The terminal growth rate of 3.75 per cent (2018: 4.5 per cent) has been applied to the cash flows from year 10.

The post-tax discount rate is 11.0 per cent (31 July 2018: 10.9 per cent). The pre-tax discount rate was 13.8 per cent.

The impact of changes in these assumptions on the recoverable amount are shown in the table below. The sensitivities shown assume the specific

assumption changes in isolation, while all other assumptions are held constant.

KEY ASSUMPTIONSVALUE ATTRIBUTEDIMPACT ON THE RECOVERABLE AMOUNT

Revenue growth

(first three-year CAGR)

9.8 per centAn increase/(decrease) in revenue growth of 200 basis points would result

in an increase/(decrease) in the recoverable amount of $24 million.

Gross margin improvement

(first 3 years)

2.7 per cent

An increase/(decrease) in the gross margin percentage of 50 basis points would

result in an increase/(decrease) in the recoverable amount of $25 million.

Year 4-10 growth rate6.86 per centAn increase/(decrease) in the growth rate percentage of 100 basis points would

result in an increase/(decrease) in the recoverable amount of $15 million.

Terminal growth rate3.75 per centAn increase/(decrease) in the terminal growth rate of 10 basis points would

result in an increase/(decrease) in the recoverable amount of $2 million.

Discount rate (post-tax)11.0 per centAn increase/(decrease) in the discount rate of 50 basis points would result

in a decrease/(increase) in the recoverable amount of $16 million.

The fair value less cost to dispose was also considered when determining the recoverable amount to ensure the higher of fair value less cost

to dispose and value in use was applied.

FONTERRA ANNUAL FINANCIAL RESULTS 201920
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

c) Brazil consumer and foodservice business impairments CONTINUED

Provision for utilisation of indirect taxes

Fonterra has assessed its ability to recover Brazilian indirect tax credits and has concluded that a provision of $16 million is appropriate given

challenges in utilising and recovering certain tax credits.

Future divestment considerations

In combination with Nestlé, Fonterra’s joint venture partner, Fonterra is considering strategic options for the Brazil consumer and foodservice

business including potential divestment options. If a divestment was to occur this would trigger the release of the foreign currency translation

reserve balance associated with the Brazil consumer and foodservice business to profit or loss. This balance is $68 million debit at 31 July 2019.

Given the range of options being considered, the business does not meet the held for sale criteria.

The business also has an asset relating to the indirect business tax credits of $142 million. Fonterra’s 51 per cent share being $72 million,

the value of which to a potential purchaser may be dependent on the nature of their business.

FONTERRA ANNUAL FINANCIAL RESULTS 201921
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

d) Disposal of Venezuelan operations

Due to the continued economic and political instability, Fonterra has divested its operations in Venezuela.

The impact of the divestment of the businesses in Venezuela on these financial statements is shown below:

$ MILLION

Loss on sale of the Venezuelan consumer business

(112)

Closure of the Venezuelan ingredients operation

(22)

Impact on loss before tax

(134)

Venezuelan consumer business

The Venezuelan consumer business was identified as a non-strategic asset in the Strategic Review and given the impact of current economic

conditions on business performance was flagged as an asset for potential divestment.

In March 2019, Fonterra sold its Venezuela consumer business to Mirona Foods Ltd. for $16 million (€9.7 million). The transaction resulted in a loss

on sale of $112 million, primarily due to the foreign currency translation reserve balance of $124 million attributable to the Venezuelan business

recognised in profit or loss on disposal of the business.

The loss on disposal is shown below.

$ MILLION

Sales proceeds (cash) received16

Net assets disposed(16)

Gain before reclassification of reserves–

Reclassification of foreign currency translation reserve(124)

Reclassification of hyperinflation reserve12

Loss on sale(112)

The net assets disposed of were:

$ MILLION

Trade and other receivables9

Property, plant and equipment20

Brands1

Trade and other payables(14)

Net assets disposed16

The Venezuelan consumer business is presented in the Latin America consumer and foodservice reportable segment. Excluding the loss on disposal,

the loss after tax attributable to Fonterra’s equity holders generated by the Venezuelan consumer business was $3 million for the eight months to 31

March 2019 (year ended 31 July 2018: profit $9 million).

Venezuelan ingredients business

No material ingredient sales have been made into Venezuela since 2016, responding to Fonterra’s credit risk management expectations, and

reduced demand. Accordingly, in July 2019, Fonterra formally closed its ingredients sales office in Venezuela in line with the operational review.

This sales office had been supporting sales across the Latin America region in recent years and these sales will now be supported out of Mexico.

This resulted in a loss of $22 million relating to the reclassification to profit or loss of the foreign currency translation reserve balance attributable

to the business.

FONTERRA ANNUAL FINANCIAL RESULTS 201922
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

e) Australian strategic reset

The Australian ingredients business is reported within the Ingredients segment.

As part of the Strategy Review, the Board was presented with several options for the future of the Australian ingredients business. The Strategy

Review incorporated the material decline in the performance of the Australian ingredients business during FY19. The key drivers of this were

the reduced milk volumes due to drought conditions and the increased competition for milk reducing Fonterra’s share of collected volumes,

the under-utilisation of Fonterra’s nutritional assets, including low demand through the joint venture with Beingmate and the additional costs

associated with Fonterra’s investment in new cheese capacity.

Impairment assessment

The Strategic Review and reduced performance are indicators of impairment and require an impairment assessment.

The Australian ingredients assets are considered a single CGU for the goodwill and asset impairment assessments because milk is optimised

across Fonterra’s Victorian and Tasmanian sites. These are considered separate from the Australian consumer and foodservice business, which has

delivered continued earnings growth in FY19.

The recoverable amount, which was determined using fair value less costs of disposal (FVLCD) of the Australian Ingredients business is higher than

the $942 million carrying amount and therefore, no impairment was required.

The FVLCD was determined using recent observable transactions which provided evidence of relevant multiples such as Enterprise Value (EV) to

revenue, EV to tangible assets and EV to milk supply. Fonterra considered these three multiples as the most relevant multiples. All three of these

multiples supported a similar FVLCD mid-point.

Assumptions used in the impairment assessment

Key assumptions used in determining the FVLCD are milk supply and revenue.

The milk supply outlook in the short-term is uncertain, however Fonterra expects it to normalise in the medium-term.

In the current year, the recoverable amount was determined using a FVLCD as it is higher than value in use. The reason for this is the carrying

value of the Australian Ingredient business increased with the completion of Stanhope’s expansion and the acquisition of the Darnum site from

Beingmate and the reduction in forecast milk supply reduced the CGU’s value in use.

The fair value measurement is in Level 3 of the fair value hierarchy. A reasonably possible change in assumptions would not cause the CGU’s

carrying amount to be impaired.

The value in use was also considered when determining the recoverable amount to ensure the higher of fair value less cost to dispose

and value in use was applied.

Strategic Review implications

The Strategy Review identified several initiatives, with an emphasis on sustainable milk supply, improved asset utilisation, productivity

improvements and operating expense reduction.

As a result, several actions were taken, including unwinding the joint arrangement with Beingmate to regain full control of the Darnum site,

shutting the Dennington site and reductions in operating expenditure. Fonterra is also pursuing several initiatives to improve utilisation of

the remaining assets.

The impact of these drivers and the responses on these financial statements is shown below:

$ MILLION

Closure of the Dennington site(54)

Other restructuring costs(14)

Loss before tax(68)

The closure of the Dennington site was announced in May 2019, resulting in recognition of a loss of $54 million comprising of an impairment of

property, plant and equipment of $23 million, and additional costs of $31 million primarily relating to redundancy costs and site restoration.

f) Other strategic reset costs

During the year ended 31 July 2019, Fonterra incurred other costs in relation to the Strategy Review of $17 million which are not allocated to items

addressed elsewhere in Note 2. $10 million of these relate to advisors supporting the asset review process where the review and divestment

process has not yet completed. Driven from the operational review, there are $7 million of redundancy costs in segments of our business not

addressed elsewhere in this note.

FONTERRA ANNUAL FINANCIAL RESULTS 201923
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

g) Changes to arrangements with Beingmate Baby & Child Food Co., Ltd (Beingmate)

Acquisition of Darnum manufacturing plant

In January 2019 Fonterra regained full ownership of the Darnum manufacturing plant in Australia, unwinding the joint arrangement with Beingmate,

and renegotiating commercial terms for product purchases by Beingmate.

The transaction price of $126 million (AU$120 million) represents the 51 per cent share of the Darnum manufacturing plant and associated working

capital balances. This has been treated as an asset purchase as no processes were acquired. Fonterra had been providing these services to the joint

venture under the terminated management agreement.

Amounts owed to Fonterra by Beingmate of $64 million (AU$61 million) have been settled against the transaction price, resulting in a net amount

owed to Beingmate of $62 million (AU$59 million). As at 31 July 2019 Fonterra has an amount payable to Beingmate of $62 million (AU$59 million)

in relation to this transaction. The amount payable is unsecured and accrues interest at a market interest rate. It is repayable in four equal annual

instalments. The arrangement with Beingmate also includes an offsetting supply agreement of the same timeframe that commits Beingmate to

purchase minimum volumes of product from the Darnum plant.

Classification of the investment in Beingmate

In September 2018, Fonterra announced the strategic review of its investment in Beingmate. This review resulted in the termination of several

commercial arrangements with Beingmate, including the joint venture arrangement relating to the Darnum manufacturing plant discussed above.

A further consequence of the review is that Fonterra has determined the Co-operative no longer has significant influence over its Beingmate

investment. This loss of significant influence means that Fonterra ceased equity accounting for its Beingmate investment, and is recording the

investment at fair value. Movements in fair value following the cessation of equity accounting are recorded in profit or loss.

This determination that significant influence has been lost required judgement. Fonterra’s judgement referenced a combination of factors:

–Fonterra has the right under a shareholders’ agreement to require the current controlling shareholder of Beingmate to support Fonterra’s

appointment of two directors to the Beingmate board. At the time Fonterra acquired its shareholding in Beingmate, it nominated two

individuals for appointment to the Beingmate board. These nominees were appointed to the Beingmate board with the support of the

Beingmate controlling shareholder.

–One of the Fonterra-nominated directors on Beingmate’s board resigned in March 2019. As a result, Fonterra has one remaining director on

Beingmate’s nine-person board. At this time, there are practical restrictions on Fonterra’s ability to appoint a further director onto the Beingmate

board. This means that Fonterra has less than 20 per cent voting rights on the Beingmate board and less than 20 per cent ownership interest.

NZ IFRS requires that with this level of interest, in order for Fonterra to assert significant influence over Beingmate, Fonterra must rebut a

presumption of no significant influence.

–Fonterra’s investment in Beingmate was originally accompanied by a broader strategic relationship. The nature of this relationship has materially

reduced. During FY19, Fonterra regained full ownership of the Darnum manufacturing plant in Australia, following the unwind of its Darnum joint

venture with Beingmate as described above. Fonterra also terminated Beingmate’s rights to distribute Anmum in China in FY19.

–Fonterra has now also implemented a heightened information barrier between the Co-operative and its remaining director on the Beingmate

board. This has been put in place because of Fonterra's intention to sell a portion of its Beingmate shareholding.

After assessing all relevant facts and circumstances and given the overall uncertainty as to Fonterra’s role and level of influence, Fonterra considers

there is no longer sufficient evidence to be able to clearly demonstrate the Co-operative continues to have significant influence. As a result,

Fonterra ceased equity accounting during FY19.

On cessation of equity accounting, Fonterra’s investment in Beingmate is classified as “held for trading” in accordance with NZ IFRS 9 because it is

held principally for the purpose of sale. This means the investment is recorded at fair value, with changes in fair value recorded in profit or loss.

Fonterra has determined that, in accordance with NZ IFRS 13, the quoted share price is the appropriate price to use to determine fair value. Fair

value is therefore calculated as the quoted share price, multiplied by the number of shares held.

The cessation of equity accounting resulted in a $41 million gain. This $41 million is represented by a $71 million upwards revaluation to fair value,

less $30 million of foreign currency translation reserve losses recycled to profit or loss. Between the date of cessation of equity accounting and

31 July 2019, the fair value of Fonterra’s investment in Beingmate reduced by a further $52 million and Fonterra recorded $1 million of its share

of losses before ceasing equity accounting. The total income statement impact is a $12 million loss.

The investment in Beingmate is presented in the Greater China consumer and foodservice reportable segment. Fonterra’s share of losses from

Beingmate as an equity accounted investment in the year ended 31 July 2019 was $1 million prior to the cessation of equity accounting

(31 July 2018: loss $34 million).

At 31 July 2019, the carrying value of Fonterra’s investment in Beingmate was $234 million. This is represented by 192 million shares,

at RMB 5.54 per share.

FONTERRA ANNUAL FINANCIAL RESULTS 201924
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

g) Changes to arrangements with Beingmate Baby & Child Food Co., Ltd (Beingmate) CONTINUED

Intention to reduce the shareholding in Beingmate

In August 2019, Fonterra announced its intention to sell down, over time, its 18.8 per cent equity shareholding in Beingmate. Restrictions on the

percentage of shares that can be sold down in individual transactions and uncertainty in the level of demand mean that the timing and pricing

of the sell-down is uncertain.

Fonterra can sell up to a maximum of one per cent on-market in each 90-day period. Applying the closing share price as at 31 July 2019, a one

per cent shareholding in Beingmate has a value of $12 million.

Given the level of uncertainty in the disposal plan and the small shareholding that could be disposed within 12 months using block trade and/or

on-market sales, classification as held for sale, which would recognise the entire investment as a current asset is not considered appropriate.

Any future sales of Fonterra’s Beingmate shares will be transacted at the selling price achieved at the disposal date. This is likely to differ from

the 31 July 2019 fair value.

h) Assets held for sale

As at 31 July 2019 the following investments, valued at $229 million, were classified as ‘held for sale’. No investments met the held for sale

classification criterion as at 31 July 2018.

Goodminton AG (Goodminton)

In June 2019, Fonterra entered into an agreement to sell its investment in Goodminton. The sale is subject to regulatory approvals and is expected

to complete within one year of balance date. Accordingly, the investment in Goodminton was reclassified from equity accounted investments to

assets held for sale on 30 June 2019. The transaction was completed on 3 September 2019.

The investment in Goodminton is presented in the Ingredients reportable segment. Fonterra’s share of earnings relating to the investment in

Goodminton was $nil million for the 11 months to 30 June 2019 (year ended 31 July 2018: $nil million).

DMV Fonterra Excipients GmbH & Co.KG (DFE Pharma)

In March 2019, Fonterra announced that it had commenced a sales process for its 50 per cent shareholding in DFE Pharma. As at 31 July 2019

this process was well advanced and it was reasonable to believe that a transaction would be highly probable.

The investment in DFE Pharma is presented in the Ingredients reportable segment. Fonterra’s share of earnings relating to the investment in

DFE Pharma was $44 million for the year ended 31 July 2019 (31 July 2018: $47 million).

DFE Pharma Post Balance Sheet Event

On 24 September 2019, Fonterra approved the sale of its 50 per cent shareholding in DFE Pharma. The sales price of €363 million ($633 million at

the 24 September foreign exchange conversion rate) is made up of cash of €308 million ($537 million) and an interest bearing loan of €55 million

($96 million). The sale and purchase agreement also contains earnout clauses in relation to earnings before interest, tax, depreciation and amortisation

for the 2019 and 2020 financial year, and specifies completion adjustments, which are not included in the sales price above. Given the proximity

to the date of authorising the financial statements, being 25 September 2019, an estimate of the financial effect of the sale and any earnout clauses

has not yet been determined.

i) Foreign Currency Translation Reserve

A summary of the amounts transferred to the income statement from the foreign currency translation reserve, including amounts triggered by items

identified in this note are summarised below.

NOTE$ MILLION

Disposal of Venezuelan consumer business

d)124

Closure of Venezuelan ingredients operationsd)22

Change in classification of investment in Beingmateg)30

Other17

Foreign currency translation reserve losses transferred to the income statement193

FONTERRA ANNUAL FINANCIAL RESULTS 201925
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

3 REVENUE FROM SALE OF GOODS

The Group recognises revenue from the sale of goods when control of the goods transfers to the customer, which typically occurs at the

following times:

–Ingredients businesses (export sales) – once the products are loaded onto the ship.

–Ingredients businesses (domestic sales), and consumer and foodservice businesses – on delivery of the products to the customer’s

designated location.

–China Farms – on dispatch of raw milk from the farm.

Revenue is measured as the sales price specified in the contract adjusted for trade spend and rebates. Trade spend and rebates are recognised

as a deduction from revenue at the time that the related sale is recognised. The estimated amount of the deduction from revenue is based

on historical experience and the specific terms of the contracts with customers.

The Group offers credit terms which are typically short-term in nature. In addition, as part of its normal trade terms, the Group receives

payments in advance from certain customers. Contracts with customers do not contain significant financing components.

a) Ingredients revenue

Revenue from the Ingredients business is disaggregated in the table below:

INGREDIENTS $ MILLION

31 JULY 201931 JULY 2018

Reference products

1

8,8338,703

Non-reference products

2

4,2023,495

Other

3

2,3582,366

Global Ingredients and Operations15,39314,564

Fonterra Ingredients Australia1,7601,877

Other Ingredients revenue755848

Intra-segment eliminations(873)(983)

Total Ingredients revenue

4

17,03516,306

Less: inter-segment revenue(3,707)(2,821)

Total Ingredients external revenue13,32813,485

1 Revenue from all sales of the five ingredient products that inform the Farmgate Milk Price, and that are manufactured using New Zealand sourced milk. Currently these five

products are whole milk powder, skim milk powder, butter milk powder, butter and anhydrous milk fat (otherwise known as ‘reference products’).

2 Revenue from the sale of all ingredient products, except reference products, that are manufactured using New Zealand sourced milk.

3 Primarily consists of Global Sourcing revenue, which is revenue from the sale of ingredient products manufactured using non-New Zealand sourced milk.

4 Includes inter-segment sales.

b) Consumer and Foodservice revenue

Revenue earned by the consumer and foodservice businesses is disaggregated in the table below.

CONSUMER AND

FOODSERVICE $ MILLION

31 JULY 201931 JULY 2018

Oceania2,1592,159

Asia1,8621,865

Greater China1,4831,564

Latin America1,5071,534

Total Consumer and Foodservice revenue¹7,0117,122

Less: inter-segment revenue

(225)(176)

Total Consumer and Foodservice external revenue

6,7866,946

1 Includes inter-segment sales.

c) China Farms revenue

Revenue from China Farms, a reportable segment, arises from the sale of raw milk to the Ingredients business. As China Farms has only one

internal customer and one product, disaggregation of the revenue of $249 million (31 July 2018: $262 million) is not applicable. No external

revenue is earned by China Farms.

FONTERRA ANNUAL FINANCIAL RESULTS 201926
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

4 COST OF GOODS SOLD

Cost of goods sold is primarily made up of New Zealand sourced cost of milk.

New Zealand sourced cost of milk includes the cost of milk supplied by farmer shareholders, supplier premiums paid, and the cost of milk

purchased from contract milk suppliers during the financial year.

New Zealand sourced cost of milk supplied by farmer shareholders comprises the volume of milk solids supplied at the Farmgate Milk Price

as determined by the Board for the relevant season. In making that determination the Board takes into account the Farmgate Milk Price

calculated in accordance with the Farmgate Milk Price Manual, which is independently audited. The Fonterra Farmgate Milk Price Statement

sets out information about the Farmgate Milk Price, and how it is calculated by Fonterra. It can be found in the ‘Investors/Farmgate Milk Prices’

section of the Fonterra website.

Other costs include those costs directly incurred to bring the inventory to its final point of sale location, and additional ancillary costs invoiced

to the customer.

GROUP $ MILLION

31 JULY 201931 JULY 2018

Opening inventory2,9172,593

Cost of milk:

–New Zealand sourced9,74810,115

–Non-New Zealand sourced9661,245

Other costs6,4126,243

Impairment of production related assets

1

235–

Closing inventory(2,944)(2,917)

Total cost of goods sold17,33417,279

1 Impairments of production related assets in New Zealand, China and Australia are included with cost of goods sold (refer to Note 2).

5 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Co-operative by the weighted average

number of Co-operative shares outstanding during the period.

Diluted earnings per share is determined by adjusting the profit or loss attributable to equity holders of the Co-operative and the weighted

average number of Co-operative shares outstanding for the effects of all Co-operative shares with dilutive potential. There were no

Co-operative shares with dilutive potential for either of the years presented.

GROUP

31 JULY 201931 JULY 2018

Basic and diluted earnings per share attributable to equity holders of the Co-operative ($)(0.35)(0.14)

Earnings attributable to equity holders of the Co-operative ($ million)(557)(221)

Weighted average number of shares (thousands of shares)1,611,9801,610,005

FONTERRA ANNUAL FINANCIAL RESULTS 201927
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

6 LOSS BEFORE NET FINANCE COSTS AND TAX

GROUP $ MILLION

31 JULY 201931 JULY 2018

The following items have been included in profit before net finance costs and tax:

Auditors’ remuneration:

–Fees paid for the audit and review of the financial statements and milk price

1

9. 36.6

–Fees paid for other services

2

1.10.7

Operating lease expense 10798

Research and development costs9895

Research and development grants received from government–(5)

Total employee benefits expense2,0502,116

Contributions to defined contribution plans included in employee benefits expense8176

1 The fee paid to PricewaterhouseCoopers for the audit and review of the Group’s financial statements, and milk price, is split across the jurisdictions where there are

subsidiary entities that require an audit or are a significant component of the Group. $7.3 million (31 July 2018: $4.9 million) relates to PricewaterhouseCoopers New Zealand,

and $2.0 million (31 July 2018: $1.7 million) to PricewaterhouseCoopers network firms in other jurisdictions, being China ($0.45 million), Brazil ($0.36 million), Chile

($0.27 million), Japan ($0.11 million), Singapore ($0.11 million), Australia, Bahrain, Barbados, Dubai, Egypt, France, Hong Kong, India, Indonesia, Malaysia, Mexico, Nigeria,

Philippines, Saudi Arabia, Sri Lanka, Taiwan, Thailand, United Kingdom, United States and Vietnam.

2 The Group uses the services of PricewaterhouseCoopers on assignments additional to their statutory audit and review duties where their expertise and experience with

the Group are important and auditor independence is not impaired. Other services provided during the year include assistance with collation of information for a vendor

due diligence process and advice on a sale and purchase agreement of $629,000 (31 July 2018: nil); facilitation and administration support for the Fonterra Strategic review

including board strategy workshops of $210,000 (31 July 2018: nil); Fonterra’s Strategy programme management support of $150,000 (31 July 2018: nil); corporate tax advice

to an equity accounted investee - Fonterra Europe (India) of $39,000 (31 July 2018: nil); access to generic training and technical accounting websites of $2,000 (31 July 2018:

$1,000); other assurance and attestation services provided in their capacity as auditors of the Group of $70,000 (31 July 2019: $237,000). Other advisory services were nil in

the current year (31 July 2018: $450,000). The Board has overseen the compliance of PricewaterhouseCoopers with Fonterra's Group Audit Independence Policy.

FONTERRA ANNUAL FINANCIAL RESULTS 201928
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

DEBT AND EQUITY

This section outlines Fonterra’s capital structure and the related financing costs. It also provides details on how the funds that finance current and

future activities are raised and on how the Group manages liquidity risk and interest rate risk.

This section includes the following Notes:

Note 7: Subscribed equity instruments

Note 8: Dividends

Note 9: Borrowings

Note 10: Net finance costs

7 SUBSCRIBED EQUITY INSTRUMENTS

Subscribed equity instruments comprise Co-operative shares and units in the Fonterra Shareholders’ Fund (the Fund). Incremental costs

directly attributable to equity transactions are recognised as a deduction from subscribed equity.

Co-operative shares, including shares held within the Group

Co-operative shares may only be held by a shareholder supplying milk to the Company (farmer shareholder), by former farmer shareholders

for up to three seasons after cessation of milk supply, or by Fonterra Farmer Custodian Limited (the Custodian). Voting rights in the Company

are dependent on milk supply supported by Co-operative shares.¹

CO-OPERATIVE SHARES

(THOUSANDS)

Balance at 1 August 20181,611,923

Shares issued under the Farm Source Rewards scheme69

Balance at 31 July 20191,611,992

Balance at 1 August 20171,606,933

Shares issued under the dividend reinvestment plan²4,990

Balance at 31 July 20181,611,923

1 These rights are also attached to vouchers when backed by milk supply (subject to limits).

2 Total value of $29 million.

The rights attaching to Co-operative shares are set out in Fonterra’s Constitution, available in the ‘About/Governance and Management’ section

of Fonterra’s website.


Units in the Fonterra Shareholders’ Fund

The Custodian holds legal title of Co-operative shares of which the Economic Rights have been sold to the Fund on trust for the benefit of the Fund.

At 31 July 2019, 102,934,582 Co-operative shares (31 July 2018: 111,423,603) were legally owned by the Custodian, on trust for the benefit of the Fund.

UNITS

(THOUSANDS)

Balance at 1 August 2018111,424

Units issued17,769

Units surrendered(26,258)

Balance at 31 July 2019102,935

Balance at 1 August 2017126,047

Units issued20,946

Units surrendered(35,569)

Balance at 31 July 2018111,424

The rights attaching to units are set out in the Fonterra Shareholders’ Fund 2019 Annual Report, available in the ‘Investors/Fonterra Shareholder’s

Fund’ section of Fonterra’s website.

FONTERRA ANNUAL FINANCIAL RESULTS 201929
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

7 SUBSCRIBED EQUITY INSTRUMENTS CONTINUED

Capital management and structure

The Board’s objective is to maximise equity holder returns over time by maintaining an optimal capital structure. Trading Among Farmers (TAF)

allows shares in Fonterra to be traded between shareholders, on the Fonterra Shareholders’ Market (a private market operated by NZX Limited).

The Fund supports this by allowing investors, including farmers, to trade in units backed by Economic Rights in Fonterra. The Fund also allows

farmer shareholders to acquire units and exchange them for shares in Fonterra, and to exchange shares for units and dispose of those units on

the NZX or ASX.

The Group provides returns to farmer shareholders through a milk price, and to equity holders through dividends and changes in the Company’s

share price.

The Fund is subject to the issue and redemption of units at the discretion of Fonterra and Fonterra’s farmer shareholders. Fonterra has an interest

in ensuring the stability of the Fund and has established a Fund Size Risk Management Policy which requires that the number of units on issue

remain within specified limits and that, within these limits, the number of units is managed appropriately. Fonterra may use a range of measures

to ensure the Fund size remains within the specified limits, including: introducing or cancelling a dividend reinvestment plan, operating a unit/or

share repurchase programme and issuing new shares.

Post balance date equity instrument prices

After balance date, Fonterra’s share and unit prices fell below the book value of Fonterra’s consolidated net assets. Fonterra determined that this

share and unit price movement did not require further impairment testing for all, or for further components of, Fonterra’s business. This is because

it was not, in itself, an indicator of further impairment. This determination considered Fonterra’s view that the share and unit price does not fully

reflect the fair value of Fonterra’s business. Key contributors are: the lower liquidity in Fonterra shares and units combined with prospective investor

requirements for Fonterra to deliver on communicated targets; and broader movements in NZX indices. Further, Fonterra shares and units trade

without a full control premium.

8 DIVIDENDS

All Co-operative shares, including those held by the Custodian on trust for the benefit of the Fund, are eligible to receive dividends if declared

by the Board. Dividends paid to the Custodian are passed on to unit holders by the FSF Management Company Limited (the Manager).

Dividends are recognised as a liability in the Group’s financial statements in the period in which they are declared by the Board.

No dividend was paid during the year ended 31 July 2019.

The Dividend Reinvestment Plan applied to all dividends paid during the year ended 31 July 2018 in the table below.

$ MILLION

DIVIDENDS

YEAR ENDED

31 JULY 2019

YEAR ENDED

31 JULY 2018

2018 Interim dividend – 10 cents per share¹–161

2017 Final dividend – 20 cents per share²–321

1 Declared on 20 March 2018 and paid on 20 April 2018 to all Co-operative shares on issue at 6 April 2018.

2 Declared on 23 September 2017 and paid on 20 October 2017 to all Co-operative shares on issue at 9 October 2017.

FONTERRA ANNUAL FINANCIAL RESULTS 201930
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

9 BORROWINGS

The Group borrows in the form of bonds, bank facilities and other financial instruments. The interest expense incurred on Fonterra’s

borrowings is shown in Note 10.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised

cost using the effective interest method, with the hedged risks on certain debt instruments measured at fair value. Details of the Group’s

hedge accounting policies are included in Note 19 Financial risk management.

Economic net interest-bearing debt

Economic net interest-bearing debt reflects the effect of debt hedging in place at balance date.

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Net interest-bearing debt position

Total borrowings6,5366,738

Cash and cash equivalents(550)(446)

Interest-bearing advances

1

(142)(332)

Bank overdraft34161

Net interest-bearing debt5,8786,121

Value of derivatives used to manage changes in hedged risks on debt instruments(148)78

Economic net interest-bearing debt5,7306,199

1 The balance as at 31 July 2018 included $177 million of Fonterra Co-operative Support Loan receivables (31 July 2019: nil) which were netted against amounts owing to suppliers.

Total borrowings in the table above are represented by:

GROUP $ MILLION

BALANCE AS AT

1 AUGUST 2018PROCEEDSREPAYMENTS

FOREIGN

EXCHANGE

MOVEMENT

CHANGES IN

FAIR VALUESOTHER

BALANCE AS AT

31 JULY 2019

Commercial paper3041,219(1,271)––7259

Bank loans1,1282,034(2,547)4––619

Finance leases¹131–(60)–––71

Capital notes²35–––––35

NZX-listed bonds500100––––600

Medium-term notes4,640393(271)(27)21434,952

Total borrowings

3

6,7383,746(4,149)(23)214106,536

GROUP $ MILLION

BALANCE AS AT

1 AUGUST 2017PROCEEDSREPAYMENTS

FOREIGN

EXCHANGE

MOVEMENT

CHANGES IN

FAIR VALUESOTHER

BALANCE AS AT

31 JULY 2018

Commercial paper1641,054(919)––5304

Bank loans8542,849(2,551)(24)––1,128

Finance leases¹137–(7)1––131

Capital notes²35–––––35

NZX-listed bonds500–––––500

Medium-term notes4,573431(600)293(61)44,640

Total borrowings

3

6,2634,334(4,077)270(61)96,738

1 Finance leases are secured over the related item of property, plant and equipment (Note 15).

2 Capital notes are unsecured subordinated borrowings.

3 All other borrowings are unsecured and unsubordinated.

FONTERRA ANNUAL FINANCIAL RESULTS 201931
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

9 BORROWINGS CONTINUED

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Included within the statement of financial position as follows:

Total current borrowings1,175831

Total non-current borrowings5,3615,907

Total borrowings6,5366,738

Leverage ratios

The Board closely monitors the Group’s leverage ratios. The primary ratios monitored by the Board are:

–Debt payback. The main debt payback ratio is adjusted for the impact of operating leases and it is calculated as economic net interest-bearing

debt divided by earnings before interest, tax, depreciation and amortisation (EBITDA). This is a key ratio considered by the credit rating

agencies when determining Fonterra’s credit rating.

–Gearing. The gearing ratio is calculated as economic net interest-bearing debt, divided by equity plus economic net interest-bearing debt.

Equity is as presented in the statement of financial position, excluding hedge reserves. The gearing ratio as at 31 July 2019 was 48.2 per cent

(31 July 2018: 48.4 per cent).

The Group is not subject to externally imposed capital requirements.

Fonterra’s has determined its target gearing ratio is 40-45 per cent. Fonterra’s plans to comply with this target range include a combination of

financial discipline and asset divestments.

Finance leases included in total borrowings are represented by:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Finance leases – minimum lease payments

Not later than one year6916

Later than one year and not later than five years6131

Later than five years34

78151

Future finance charges on finance leases(7)(20)

Present value of finance leases71131

The present value of finance leases is as follows:

Not later than one year647

Later than one year and not later than five years5121

Later than five years23

Total present value of finance leases71131

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity

risk is to ensure that it will always have sufficient funds to meet its liabilities when due, under both normal and stressed conditions, without

incurring unacceptable losses or risking damage to the Group’s reputation.

The Group has a policy in place to ensure that it has sufficient cash or facilities on demand to meet expected operational expenses for a period of

at least 80 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably

be predicted, such as natural disasters. In such situations back-up funding lines are maintained and as set out in the Company’s constitution, the

Company can defer payments to farmer shareholders if necessary.

The Group manages its liquidity by retaining cash and marketable securities, the availability of funding from an adequate amount of committed

credit facilities and the ability to close out market positions. Fonterra’s funding facilities are reviewed at least annually, which is one of the key

financial risk management activities undertaken by the Group to ensure an appropriate maturity profile given the nature of the Group’s business.

At balance date the Group had undrawn lines of committed credit totalling $3,149 million (31 July 2018: $3,732 million).

Liquidity and refinancing risks are also managed by ensuring that Fonterra can maintain access to funding markets throughout the world.

To that end, Fonterra maintains debt issuance programmes in a number of key markets and manages relationships with international investors.

FONTERRA ANNUAL FINANCIAL RESULTS 201932
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

9 BORROWINGS CONTINUED

Exposure to liquidity risk

The following tables show the timing of the gross contractual cash flows of the Group’s financial instruments.

GROUP $ MILLION

AS AT 31 JULY 2019

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

3 MONTHS

OR LESS

3–12

MONTHS

1–5

YEARS

MORE THAN

5 YEARS

Non-derivative financial liabilities

Borrowings

–Commercial paper(259)(260)(260)–––

–Bank loans(619)(649)(92)(321)(236)–

–Finance leases (71)(78)(2)(67)(6)(3)

–Capital notes(35)(41)–(1)(5)(35)

–NZX-listed bonds(600)(691)(11)(15)(559)(106)

–Medium-term notes(4,952)(7,984)(51)(710)(2,652)(4,571)

Bank overdraft(34)(34)(34)–––

Owing to suppliers(1,534)(1,534)(1,534)–––

Trade and other payables (excluding employee entitlements)(1,676)(1,676)(1,676)–––

Other financial liabilities(81)(82)(10)(15)(57)–

Financial guarantees issued¹–(1)(1)–––

Total non-derivative financial liabilities(9,861)(13,030)(3,671)(1,129)(3,515)(4,715)

Derivative financial instruments

Gross settled derivatives

–Inflow16,5856,1826,3222,0851,996

–Outflow (16,807)(6,244)(6,468)(2,379)(1,716)

Total gross settled derivative financial instruments(139)(222)(62)(146)(294)280

Net settled derivatives(125)(87)(35)(11)(61)20

Total financial instruments(10,125)(13,339)(3,768)(1,286)(3,870)(4,415)

GROUP $ MILLION

AS AT 31 JULY 2018

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS

3 MONTHS

OR LESS

3–12

MONTHS

1–5

YEARS

MORE THAN

5 YEARS

Non-derivative financial liabilities

Borrowings

–Commercial paper(304)(305)(305)–––

–Bank loans(1,128)(1,698)(147)(314)(1,237)–

–Finance leases (131)(151)(4)(12)(131)(4)

–Capital notes(35)(42)–(1)(6)(35)

–NZX-listed bonds(500)(586)(11)(11)(564)–

–Medium-term notes(4,640)(5,949)(31)(435)(2,107)(3,376)

Bank overdraft(161)(161)(161)–––

Owing to suppliers(1,579)(1,579)(1,579)–––

Trade and other payables (excluding employee entitlements)(1,840)(1,840)(1,840)–––

Other financial liabilities(21)(21)(10)–(11)–

Financial guarantees issued¹–(1)(1)–––

Total non-derivative financial liabilities(10,339)(12,333)(4,089)(773)(4,056)(3,415)

Derivative financial instruments

Gross settled derivatives

–Inflow20,63710,5686,6441,3312,094

–Outflow (21,083)(10,642)(6,856)(1,493)(2,092)

Total gross settled derivative financial instruments(397)(446)(74)(212)(162)2

Net settled derivatives(116)(107)(21)(6)(103)23

Total financial instruments(10,852)(12,886)(4,184)(991)(4,321)(3,390)

1 Maximum cash flows under guarantees provided by the Group.

FONTERRA ANNUAL FINANCIAL RESULTS 201933
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

10 NET FINANCE COSTS

Interest income and expense is recognised on an accrual basis in profit or loss, using the effective interest method.

Finance costs also include the changes in fair value relating to derivatives used to manage interest rate risk, and the associated changes

in fair value of the borrowings designated in a hedge relationship attributable to the hedged risk. Details of the Group’s hedge accounting

policies are included in Note 19 Financial risk management.

Fonterra Co-operative Support Loans

The Fonterra Co-operative Support Loans were fully repaid in October 2018. These loans were initially recorded at fair value. As the loans

had interest rates that were below market rates, there was a difference between the cash advanced and the loans’ fair value. This difference

was recorded within finance costs at the date Fonterra was contractually committed to advance the funds. Finance income was recognised

using the notional interest rate implicit in the loans, over the periods until the loans were repaid.

GROUP $ MILLION

31 JULY 201931 JULY 2018

Finance income¹1623

Total interest expense at amortised cost²(415)(462)

Changes in fair value relating to:

–Borrowings designated in a hedge relationship(201)61

–Derivatives designated in a hedge relationship194(42)

–Derivatives where hedge accounting has not been applied(12)4

Total interest (expense)/income from fair value movements(19)23

Finance costs(434)(439)

Net finance costs(418)(416)

1 Finance income includes $1 million (31 July 2018: $9 million) relating to the Fonterra Co-operative Support Loans.

2 Includes interest expense of $9 million (31 July 2018: $23 million) relating to derivatives where hedge accounting has not been applied and cash flow hedge effectiveness

reclassified to profit or loss.

Interest rate risk

Details of how the Group manages interest rate risk is included in Note 19 Financial risk management.

FONTERRA ANNUAL FINANCIAL RESULTS 201934
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

WORKING CAPITAL

This section provides information about the primary elements of Fonterra’s working capital. Working capital represents the short-term operating

assets and liabilities generated by Fonterra. Movements in these items have a direct impact on the net cash flows generated from operating activities.

This section includes the following Notes:

Note 11: Trade and other receivables

Note 12: Inventories

Note 13: Trade and other payables

Note 14: Owing to suppliers

11 TRADE AND OTHER RECEIVABLES

Trade receivables are amounts due from customers for goods sold. Trade receivables are recognised initially at their fair value, which is

represented by their face value, and subsequently measured at the amount expected to be collected.

Estimates are used in determining the level of receivables that may not be collected. The Group has applied the simplified approach to

calculating expected credit losses on trade receivables and recognises a loss allowance based on the lifetime expected credit loss at each

reporting date.

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Trade receivables

1

1,7591,987

Less: provision for impairment of trade receivables(24)(22)

Trade receivables net of provision for impairment1,7351,965

Receivables from related parties

2

2552

Other receivables93216

Total receivables1,8532,233

Prepayments47122

Total trade and other receivables1,9002,355

1 Amounts received in advance from customers of $28 million (31 July 2018: $39 million) have been recognised in trade and other payables.

2 There were no provisions for impairment of receivables from related parties.

Credit risk

Details of how the Group manages credit risk are included in Note 19 Financial risk management.

The ageing profile of the Group’s trade and other receivables (excluding prepayments) is as follows:

GROUP $ MILLIONCURRENT

LESS THAN

1 MONTH

PAST DUE

MORE THAN 1 MONTH

BUT LESS THAN

3 MONTHS PAST DUE

MORE THAN

3 MONTHS

PAST DUETOTAL

As at 31 July 20191,58214585411,853

As at 31 July 20181,94614767732,233

FONTERRA ANNUAL FINANCIAL RESULTS 201935
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

12 INVENTORIES

Inventories are stated at the lower of cost or net realisable value on a first-in-first-out basis.

In the case of manufactured inventories, cost includes all direct costs plus the portion of fixed and variable production overheads

incurred in bringing inventories to their present location and condition.

Net realisable value is the estimated selling price, less the costs of completion and selling expenses.

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Raw materials678711

Finished goods2,3012,239

Impairment of finished goods(35)(33)

Total inventories2,9442,917

13 TRADE AND OTHER PAYABLES

Trade and other payables, excluding amounts owing to farmer shareholders and New Zealand contract milk suppliers, are recognised

at the amount invoiced by the supplier. Due to their short-term nature, they are not discounted.

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Trade payables1,5151,677

Amounts due to related parties3132

Other payables130131

Total trade and other payables (excluding employee entitlements)1,6761,840

Employee entitlements193276

Total trade and other payables1,8692,116

FONTERRA ANNUAL FINANCIAL RESULTS 201936
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

14 OWING TO SUPPLIERS

Amounts owing to suppliers are amounts Fonterra owes to farmer shareholders and New Zealand contract milk suppliers for the collection

of milk, which includes end of season adjustments, offset by amounts owing from farmer shareholders for goods and services provided to

them by Fonterra.

These amounts are recognised at the amount due to the supplier for the milk provided. Due to their short-term nature, they are not discounted.

The Board uses its discretion in establishing the rate at which Fonterra will pay suppliers for the milk supplied over the season. This is referred

to as the advance rate. The following table provides a breakdown of the advance payments made to suppliers:

GROUP

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Owing to suppliers


($ million)1,5341,579

Farmgate Milk Price

1

(per kgMS)$6.35$6.69

Of this amount:

–Total advance payments made during the year$5.40$5.55

–Total owing as at 31 July$0.95$1.14

Amount advanced during the year as a percentage of the milk price for the season ended 31 May85%83%

1 Represents the average price for milk supplied on standard terms of supply. The Fonterra Farmgate Milk Price Statement sets out information about the Farmgate Milk Price

as calculated in accordance with the Farmgate Milk Price Manual. It can be found in the ‘Investors/Farmgate Milk Prices’ section of the Fonterra website.

FONTERRA ANNUAL FINANCIAL RESULTS 201937
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

LONG-TERM ASSETS

This section provides information about the investments Fonterra has made in long-term assets to operate the business and generate returns to

equity holders. These assets include physical assets such as land and buildings and livestock, and non-physical assets such as brands and goodwill.

This section also explains the estimates and judgements applied in the measurement of these assets.

This section includes the following Notes:

Note 15: Property, plant and equipment

Note 16: Livestock

Note 17: Intangible assets

15 PROPERTY, PLANT AND EQUIPMENT

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the

purchase consideration and those costs directly attributable to bringing the asset to the location and condition necessary for its intended

use. It also includes financing costs directly attributable to the acquisition, production or construction of the asset. Subsequent costs are

capitalised only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item

can be measured reliably. The carrying amount of any replaced part is derecognised. All other repairs and maintenance costs are charged

to the income statement during the financial period in which they are incurred.

The assets’ residual values and useful lives are reviewed and adjusted, where required, each financial year.

Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount, and are recognised in the

income statement.

Depreciation

Depreciation is calculated on a straight-line basis to allocate the cost of the asset, less any residual value, over its estimated useful life.

The range of estimated useful lives for each class of property, plant and equipment is as follows:

–Land Indefinite

–Buildings and leasehold improvements 15–60 years

–Plant, vehicles and equipment 3–55 years

GROUP $ MILLION

LAND

BUILDINGS

AND LEASEHOLD

IMPROVEMENTS

PLANT, VEHICLES

AND EQUIPMENT

CAPITAL WORK

IN PROGRESSTOTAL

As at 31 July 2019

Cost 3542,9658,55329512,167

Accumulated depreciation and impairment–(1,200)(4,455)–(5,655)

Net book value at 31 July 20193541,7654,0982956,512

As at 31 July 2018

Cost 3542,7878,21072112,072

Accumulated depreciation and impairment–(1,042)(4,220)–(5,262)

Net book value at 31 July 20183541,7453,9907216,810

FONTERRA ANNUAL FINANCIAL RESULTS 201938
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

15 PROPERTY, PLANT AND EQUIPMENT CONTINUED

GROUP $ MILLION

NOTESLAND

BUILDINGS AND

LEASEHOLD

IMPROVEMENTS

PLANT, VEHICLES

AND EQUIPMENT

CAPITAL WORK IN

PROGRESSTOTAL

Net book value

As at 1 August 20183541,7453,9907216,810

Additions¹52075483583

Transfer from capital work in progress30236603(869)–

Depreciation charge –(97)(361)–(458)

Impairment2–(99)(134)–(233)

Disposals(31)(27)(59)(29)(146)

Foreign currency translation(4)(13)(16)(11)(44)

As at 31 July 20193541,7654,0982956,512

Net book value

As at 1 August 20173481,6913,8175356,391

Additions¹–520756781

Transfer from capital work in progress12103467(582)–

Hyperinflationary movements8156736

Depreciation charge –(93)(351)–(444)

Impairment reversal–41–5

Disposals(14)(9)(9)–(32)

Foreign currency translation–2939573

As at 31 July 20183541,7453,9907216,810

1 Additions include borrowing costs of $6 million (2018: $8 million) capitalised using a weighted average interest rate of 5.21 per cent (2018: 5.52 per cent).

New Zealand Ingredients manufacturing assets

Fonterra considers there are no indicators of impairment for Fonterra’s New Zealand Ingredients manufacturing sites. Fonterra’s New Zealand

Ingredients manufacturing sites are considered to be, with limited exceptions, a single CGU, because these manufacturing plants are utilised

as a single network for processing raw milk supply, including meeting peak milk processing requirements.


Leased assets

Leases of property, plant and equipment where the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.

Assets under finance leases are recognised as property, plant and equipment in the statement of financial position. They are recognised initially

at their fair value or, if lower, at the present value of the minimum lease payments. A corresponding liability is established and each lease

payment allocated between the liability and interest expense using the effective interest method. The assets recognised are depreciated on

the same basis as equivalent property, plant and equipment.

Leases that are not finance leases are classified as operating leases and the leased assets are not recognised on the Group’s statement

of financial position. Operating lease payments are recognised as an expense on a straight-line basis over the lease term.

The net book value of property, plant and equipment subject to finance leases is as follows:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Land55

Building and leasehold improvements4089

Plant and equipment1020

Net book value of property, plant and equipment subject to finance leases55114

FONTERRA ANNUAL FINANCIAL RESULTS 201939
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

16 LIVESTOCK

The Group’s livestock balance primarily comprises dairy cows.

Livestock is measured at fair value less costs to sell, with any change in fair value recognised in the income statement. The Group’s dairy cow

herd comprises both young and mature livestock. The change in fair value relating to the ageing of mature livestock is recognised within cost

of goods sold. All other changes in fair value are recognised within other operating income.

Young livestock comprises dairy cows that are intended to be reared to maturity. These cows are held to produce milk or offspring, but have not

yet produced their first calf and begun milk production. Costs incurred in rearing young livestock are capitalised to the statement of financial

position. The fair value of young livestock is determined using a market approach, adjusted to reflect the age of the herd.

Mature livestock includes dairy cows that have produced their first calf and begun milk production. Costs incurred in relation to mature

livestock are recognised in the income statement. The fair value of mature dairy cows is determined using a discounted cash flow methodology.

The quantity of livestock owned by the Group is presented below:

HEADCOUNT

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Young dairy cows28,70232,630

Mature dairy cows37,99734,561

Other livestock4443,054

Total livestock headcount67,14370,245

During the year the Group collected 292 million litres of milk (31 July 2018: 312 million litres) from its dairy cows.

The value of livestock at 31 July is as follows:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Opening balance288319

Rearing costs of young livestock3845

Changes in fair value recognised in the income statement

–Change in fair value – birth and growth11–

–Change in fair value – price changes46

Subtotal changes in fair value156

Disposal of livestock(51)(107)

Effect of movements in exchange rates525

Closing balance295288

Represented by:

Young dairy cows109134

Mature dairy cows186153

Other livestock–1

Total livestock at 31 July295288

FONTERRA ANNUAL FINANCIAL RESULTS 201940
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

16 LIVESTOCK CONTINUED

The changes in the fair values of livestock are reflected in the Group’s income statement as follows:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Cost of goods sold(22)(34)

Other operating income3740

Total changes in fair value156

Valuation techniques and significant unobservable inputs

The following table shows the relationship between the significant unobservable inputs and fair value measurement for mature and young dairy cows:

TYPE

VALUATION

TECHNIQUE

SIGNIFICANT

UNOBSERVABLE INPUTS

RELATIONSHIP BETWEEN KEY UNOBSERVABLE INPUTS AND

FAIR VALUE MEASUREMENT

Mature dairy cowsDiscounted cash flowsRaw milk yieldA three per cent increase/(decrease) in the raw milk yield from a base of

31.0 kg per cow per day would result in a $7 million (31 July 2018: $6 million)

increase/(decrease) in fair value.

Milk priceA RMB 0.10 increase/(decrease) in the selling price of milk from a base price

of RMB 3.78 per kg would result in a $13 million (31 July 2018: $12 million)

increase/(decrease) in fair value.

Feed costsA RMB 0.10 increase/(decrease) in feed costs from a base cost of

RMB 2.06 per kg would result in a $13 million (31 July 2018: $12 million)

(decrease)/increase in fair value.

Young dairy cowsMarket priceAverage market

price of a

14-month-old heifer

The average market price of a 14-month-old heifer for the year ended

31 July 2019 was RMB 19,154 (31 July 2018: RMB 21,154). A five per cent

increase/(decrease) in the average market price of a 14-month-old heifer

would result in a $6 million (31 July 2018: $7 million) increase/(decrease)

in fair value.

FONTERRA ANNUAL FINANCIAL RESULTS 201941
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

17 INTANGIBLE ASSETS

The significant intangible assets recognised by the Group are goodwill, brands and software assets.

Goodwill

Goodwill represents the premium paid by the Group over the fair value of the Group’s share of the net identifiable assets of an acquired

subsidiary at the date of acquisition. It is initially recognised at cost and subsequently measured at cost less accumulated impairment losses.

Goodwill is not amortised. It is tested for impairment annually, or more frequently if there is an indicator of impairment.

Brands and other identifiable intangible assets

Brands that are purchased by the Group are initially recognised at cost, or at their fair value if acquired as part of a business combination.

They are subsequently measured at cost less amortisation, if they are finite life brands, and accumulated impairment losses.

Indefinite life brands are not amortised. They are tested for impairment annually, or more frequently if there is an indicator of impairment.

A brand is determined to have an indefinite life where there is an intention to maintain and support the brand for an indefinite period.

Indefinite life brands that have been impaired are reviewed for possible reversal of impairment annually. A reversal of an impairment

loss shall not exceed the carrying amount that would have been recognised had no impairment loss occurred in prior years.

Software assets

Software assets, both purchased and internally developed, are capitalised provided there is an identifiable asset that will generate future

economic benefits through cost savings or supporting revenue generation. Subsequent costs are capitalised if they extend the useful life

or enhance the functionality of the asset.

Software assets amortised on a straight-line basis over their estimated useful lives, being three to 14 years. They are tested for impairment

when an indicator of impairment exists.

GROUP $ MILLION

GOODWILLBRANDSSOFTWARE

SOFTWARE

WIPOTHER

TOTAL

INTANGIBLES

As at 31 July 2019

Cost8921,6411,49236704,131

Accumulated amortisation and impairment(331)(97)(1,090)–(16)(1,534)

Net book value at 31 July 20195611,54440236542,597

As at 31 July 2018

Cost1,0841,7331,40396754,391

Accumulated amortisation and impairment(3)(95)(1,007)–(59)(1,164)

Net book value at 31 July 20181,0811,63839696163,227

FONTERRA ANNUAL FINANCIAL RESULTS 201942
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

17 INTANGIBLE ASSETS CONTINUED

GROUP $ MILLION

NOTESGOODWILLBRANDSSOFTWARE

SOFTWARE

WIPOTHER

TOTAL

INTANGIBLES

Net book value

As at 1 August 20181,0811,63839696163,227

Additions––27840120

Transfer from work in progress––138(138)––

Amortisation ––(101)–(2)(103)

Goodwill and brand impairment2(327)(4)–––(331)

Software impairment––(29)––(29)

Disposals

(176)(107)(2)––(285)

Foreign currency translation(17)17(2)––(2)

As at 31 July 20195611,54440236542,597

Net book value

As at 1 August 20171,0731,576313134193,115

Additions1271303143

Transfer from work in progress––167(167)––

Amortisation –(2)(92)–(1)(95)

Impairment––––(5)(5)

Impairment reversal–22–––22

Disposals––(2)(1)–(3)

Foreign currency translation7403––50

As at 31 July 20181,0811,63839696163,227

Impairments for the year ended 31 July 2019 include the following:

–$189 million comprising goodwill ($185 million) and brand ($4 million) impairment in the New Zealand consumer and foodservice business.

–$133 million of goodwill impairment in the Brazil consumer and foodservice business.

Refer to Note 2 for further details.

Amortisation is recognised in other operating expenses in the income statement.

Impairment reversals are recognised in other operating income in the income statement.

FONTERRA ANNUAL FINANCIAL RESULTS 201943
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

17 INTANGIBLE ASSETS CONTINUED

Impairment testing of goodwill and indefinite life brands

The following table shows the allocation of goodwill and brands across the Group’s cash generating units (CGUs).

GROUP $ MILLION

AS AT 31 JULY 2019AS AT 31 JULY 2018

GOODWILLBRANDS

1

TOTALGOODWILLBRANDS¹TOTAL

Ingredients CGUs6712018778120198

Consumer and Foodservice CGUs

–Australia128148276138148286

–New Zealand2502835336113931,004

–Asia57187234703707

–Brazil–250250132246378

–Chile1112513611827145

–Other CGUs––––11

Total5611,5442,1051,0811,6382,719

1 Of the total brands held, 100 per cent of the value of brands have indefinite useful lives (31 July 2018: 98 per cent).

Impairment testing is performed annually at the same time each year.

Where appropriate, based on the market dynamics and go to market strategies, impairment testing is performed at a CGU level for both goodwill

and indefinite life brands attributed to the CGU.

The long term growth rate is based on the long term inflation rate of the jurisdictions where the sales are generated. Other key assumptions are

based on external data where possible.

Consumer and Foodservice Asia

For brands held in the Consumer and Foodservice business in Asia the recoverable amount is in excess of the carrying amount and reasonably

possible changes in assumptions would not result in erosion of the headroom. The average long-term growth rate applied to the future cash flows

is 2.8 per cent (31 July 2018: 2.9 per cent) and the average discount rate applied is 9.4 per cent (31 July 2018: 9.2 per cent).

FONTERRA ANNUAL FINANCIAL RESULTS 201944
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

INVESTMENTS

This section provides information about Fonterra’s interest in equity accounted investments.

This section includes the following Note:

Note 18: Equity accounted investments

18 EQUITY ACCOUNTED INVESTMENTS

Associates and joint ventures

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating

policies. Joint ventures are those arrangements in which the Group has contractually agreed to share control and where the Group has rights

to the net assets rather than rights to the assets and obligations for the liabilities.

For joint ventures and associates the Group applies the equity method of accounting. Under the equity method, the Group recognises its

initial investment at cost (including any goodwill identified on acquisition) and subsequently adjusts this for its share of the entities’ profits or

losses. The Group’s share of profits and losses are recognised in the income statement and its share of movements in other comprehensive

income is recognised in other comprehensive income. Dividends received from equity accounted investees reduce the carrying amount of the

investment.

When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to nil

and no further losses are recognised except to the extent the Group has an obligation or has made payments on behalf of the investee.

The Group determines at each reporting date whether there is any objective evidence that its investments in equity accounted investees are

impaired. If this is the case, the Group recognises any impairment in the income statement.

The Group’s significant equity accounted investments are listed below. The ownership interest in these entities is 51 per cent or less and the Group

is not considered to exercise a controlling interest.

Equity accounted investees with different balance dates from that of the Group are due to legislative requirements in the country the entities are

domiciled or are aligned with their other investors’ balance dates or to align with the milk season.

OWNERSHIP INTERESTS (%)

EQUITY ACCOUNTED INVESTEE NAME

COUNTRY OF INCORPORATION AND

PRINCIPAL PLACE OF BUSINESS

AS AT

31 JULY 2019

AS AT

31 JULY 2018

DMV Fonterra Excipients GmbH & Co. KG

1

Germany–50

Beingmate Baby & Child Food Co., Ltd

2

China–18.8

Falcon Dairy Holdings LimitedHong Kong5151

All investees have balance dates of 31 December.

1 Fonterra’s investment in DMV Fonterra Excipients GmbH & Co. KG has been reclassified from an equity accounted investee to a held for sale asset (refer to Note 2 for details).

2 During the year Fonterra’s significant influence in Beingmate ceased, and Fonterra subsequently accounts for its investment in Beingmate shares at their fair value, with

movements recorded in the income statement (Note 2 explains this). Consequently, Beingmate also ceased being a related party of Fonterra.

Carrying amounts

The Group holds investments in a number of joint ventures and associates. The aggregate amount of the Group’s share of these equity accounted

investments is included in the table below:

GROUP $ MILLION

ASSOCIATESJOINT VENTURESTOTAL

AS AT

31 JULY 2019

AS AT

31 JULY 2018

AS AT

31 JULY 2019

AS AT

31 JULY 2018

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Carrying amount of investment1241201374202615

Profit/(loss) from continuing operations(4)(35)29552520

Other comprehensive income––––––

Total comprehensive income(4)(35)29552520

FONTERRA ANNUAL FINANCIAL RESULTS 201945
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

18 EQUITY ACCOUNTED INVESTMENTS CONTINUED

Carrying value of Beingmate at 31 July 2018

At 31 July 2018, Beingmate was an equity accounted investee. During the year ended 31 July 2019, the nature of Fonterra’s interest in Beingmate

changed. Note 2 explains these changes, and Fonterra’s accounting treatment for its investment in Beingmate at 31 July 2019.

At 31 July 2018, Fonterra’s carrying value of its investment in Beingmate was $204 million. This reflected $405 million of cumulative impairment

losses. The carrying value was supported by the investment’s recoverable amount, calculated using a fair value less costs to sell methodology.

The valuation methodology required judgement, and was Level 3 in the fair value hierarchy because it was not based on market observable inputs.

The underlying assumptions were:

–Weighted average base share price for the 30 trading days before year end: RMB 4.91 per share

–Net premium (including costs to sell): RMB 0.48 per share. This was determined by considering recent transaction data and the characteristics

of the investment, to estimate a premium that would be paid for a long-term strategic investment of a similar size.

Using these assumptions, the implied value per share as at 31 July 2018 was RMB 5.39.

The Group has provided financial guarantees and committed to providing further funding contributions, to certain equity accounted investees

as set out in Note 22.

There are no contingent liabilities relating to the Group’s interests in joint ventures or equity accounted investees.

FONTERRA ANNUAL FINANCIAL RESULTS 201946
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

FINANCIAL RISK MANAGEMENT

This section outlines the key risk management activities undertaken to manage the Group’s exposure to financial risk.

This section includes the following Note:

Note 19: Financial risk management

19 FINANCIAL RISK MANAGEMENT

Financial risks faced by the Group

The Group’s overall financial risk management programme focuses primarily on maintaining a prudent financial risk profile that provides flexibility

to implement the Group’s strategies, while ensuring optimisation of the return on assets. Financial risk management is centralised, which supports

compliance with the financial risk management policies and procedures set by the Board.

A summary of the financial risks that impact the Group, how these risks are managed, and other disclosures included in the financial risk

management note is presented below.

FINANCIAL RISK/DISCLOSURE ITEMDESCRIPTIONMANAGEMENT OF RISK

Market risks

Foreign exchange risk

(Section a)

Impact from changes in foreign

exchange rates

Foreign currency transactions

For foreign currency transactions, the Group uses foreign

currency forward contracts and foreign currency options to

manage foreign exchange risk.

Foreign operations

For investments in foreign operations, the Group uses foreign

currency denominated borrowings and foreign currency swaps to

manage foreign exchange risk.

Foreign currency denominated borrowings

For foreign currency denominated borrowings, the Group uses

cross-currency interest rate swaps to manage foreign exchange

and interest rate risk combined.

Interest rate risk

(Section b)

Impact from changes in interest ratesThe Group uses interest rate swaps to achieve a target ratio of

fixed and floating rate exposure on its borrowings.

Commodity price risk

(Section c)

Impact from changes in commodity pricesThe Group uses commodity derivatives to manage its exposure

to commodity price risk. The Group also uses its product mix and

sales contract terms to manage the impact of changes in dairy

commodity prices on its earnings.

Impact to reserves in equity

(Section d)

Movements in the Group’s hedge reserves

and foreign currency translation reserve

Other risks

Credit risk

(Section e)

Risk of loss to the Group due to customer or

counterparty default

The Group sets minimum credit quality requirements, credit limits

and uses other credit mitigation tools to manage its credit risk.

Liquidity risk

(Note 9)

Risk that the Group will be unable to meet its

financial obligations as they fall due

The Group actively manages its minimum on-hand cash facilities,

access to committed funds and lines of credit and the maturity

profile of its financial obligations.

Capital management and

structure (Note 7)

The Group’s capital structureThe Group actively manages its capital structure through leverage

and coverage ratios. The Fonterra Shareholders’ Fund removes the

redemption risk associated with Co-operative shares.

FONTERRA ANNUAL FINANCIAL RESULTS 201947
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

19 FINANCIAL RISK MANAGEMENT CONTINUED

Derivative financial instruments and hedge accounting

Derivatives are measured at fair value. Refer to Note 24 for details on how fair value is determined.

The resulting gain or loss on re-measurement is recognised in the income statement immediately, unless the derivative is designated into an

effective hedge relationship as a hedging instrument, in which case the timing of recognition in the income statement depends on the nature

of the designated hedge relationship.

The Group may designate derivatives as:

–Fair value hedges (where the derivative is used to manage the variability in the fair value of recognised assets and liabilities);

–Cash flow hedges (where the derivative is used to manage the variability in cash flows relating to recognised liabilities or forecast

transactions); or

–Net investment hedges (where borrowings or derivatives are used to manage the risk of fluctuation in the translated value of its foreign

operations).

Hedge accounting is discontinued when the hedging instrument expires, is terminated, is exercised, or no longer qualifies for hedge accounting.

Fair value hedges

For fair value hedges the following are recognised in the income statement:

–the change in fair value of the hedging instruments; and

–the change in the fair value of the underlying hedged item attributable to the hedged risk.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The fair value adjustment to the carrying

amount of the hedged item upon discontinuance is amortised and recognised in the income statement over the remaining term of the original

hedge. If the hedged item is sold or extinguished any unamortised fair value adjustment is immediately recognised in the income statement.

Cash flow hedges

The effective portion of changes in the fair value of the hedging instruments are recognised in other comprehensive income and accumulated

in a separate reserve in equity. Subsequently the cumulative amount is transferred to the income statement when the underlying transactions

are recognised in the income statement.

The ineffective portion of changes in the fair value of the hedging instruments are recognised immediately in the income statement.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The cumulative gain or loss previously

recognised in other comprehensive income remains there until the forecast transaction occurs, or is immediately recognised in the income

statement if the transaction is no longer expected to occur.

Net investment hedges

The effective portion of changes in the fair value of the hedging instruments are recognised in other comprehensive income and transferred to

the income statement when the foreign operation is disposed of or sold.

The ineffective portion of changes in the fair value of the hedging instruments are recognised immediately in the income statement.

Costs of hedging

The change in fair value of a hedging instrument relating to the time-value of foreign currency options, and the foreign currency basis component

of cross-currency interest rate swaps are recognised in other comprehensive income and accumulated in a separate reserve in equity. Subsequently,

the cumulative amount is transferred to the income statement at the same time as the hedged item impacts the income statement.

FONTERRA ANNUAL FINANCIAL RESULTS 201948
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Foreign exchange risk

Nature and exposure of foreign exchange risk

Net foreign exchange gains or losses

Foreign currency transactions are translated using the exchange rate at the dates of transactions. Monetary assets and liabilities denominated

in foreign currencies are translated using the exchange rate at balance date.

Any resulting foreign exchange gains and losses are recognised in the income statement, except when they relate to hedged items or hedging

instruments designated in a cash flow hedge or net investment hedge relationship.

The Group is exposed to foreign exchange risk through transactions denominated in foreign currencies and the translation of foreign

currency denominated balances. The amounts shown below represent the Group’s exposure to foreign currency before applying the risk

management strategies:

–The Group’s foreign currency transactions are predominantly denominated in United States Dollars.

–The Group has net investments in foreign operations of $5,011 million (31 July 2018: $5,679 million). This amount is before considering borrowings

held by the Group in the same currency as the investment.

–The Group has borrowings denominated in foreign currency of $4,925 million (31 July 2018: $4,682 million).

How foreign exchange risk is managed

Forecast foreign currency transactions

The Group enters into foreign currency forward contracts and foreign currency options for the following items:

–forecast cash receipts from sales for a period of up to 18 months within limits approved by the Board; and

–up to 100 per cent of other forecast foreign currency transactions.

The Group applies cash flow hedge accounting where derivatives are used to manage foreign exchange risk on forecast foreign currency

transactions. The amount and maturity of the derivative and the forecast transaction is aligned to ensure that the hedge relationship remains

effective, with any undesignated costs of hedging accounted for separately.

The effect of the Group’s application of hedge accounting in managing foreign exchange risk related to forecast foreign currency transactions

is presented in the table below.

GROUP $ MILLION

AS AT 31 JULY 2019¹YEAR ENDED 31 JULY 2019²

CARRYING AMOUNT

ACCUMULATED

COST OF HEDGING

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS IN RESERVES

HEDGING INSTRUMENT USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

RECLASSIFIED

TO THE INCOME

STATEMENT⁴

Cash flow hedging

Foreign currency forwards and options

Maturity: 0-18 months

Weighted average NZD:USD rate: 0.6852 9,267 37 (182) (14) (144) (238) 309

Maturity: 0-11 months

Weighted average USD:RMB rate: 6.9117 491 4 (1) (1) 2 (2) (7)

Maturity: 2-11 months

Weighted average NZD:EUR rate: 0.5890 97––––––

Total 9,855 41 (183) (15) (142) (240) 302

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount represents forecast foreign currency transactions in cash flow hedge relationships, translated into New Zealand Dollars using the exchange rate at

balance date.

4 Recognised in revenue.

FONTERRA ANNUAL FINANCIAL RESULTS 201949
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Foreign exchange risk CONTINUED

GROUP $ MILLION

AS AT 31 JULY 2018¹YEAR ENDED 31 JULY 2018²

CARRYING AMOUNT

ACCUMULATED

COST OF HEDGING

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS IN RESERVES

HEDGING INSTRUMENT USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

RECLASSIFIED

TO THE INCOME

STATEMENT⁴

Cash flow hedging

Foreign currency forwards and options

Maturity: 0-18 months

Weighted average NZD:USD rate: 0.71199,38110(224)(17)(215)(615)11

Maturity: 0-11 months

Weighted average USD:RMB rate: 6.646040412–(1)13(8)20

Total9,78522(224)(18)(202)(623)31

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount represents forecast foreign currency transactions in cash flow hedge relationships, translated into New Zealand Dollars using the exchange rate at

balance date.

4 Recognised in revenue.

Net investments in foreign operations

The Group’s net investments are designated in hedge relationships to the extent of:

–borrowings denominated in the same foreign currency; and

–foreign currency swaps directly attributed to the net investment.

Hedge ineffectiveness arises if the carrying amount of the net investment falls below the amount of the designated hedging instruments.

The effect of the Group’s hedge accounting policy in managing foreign exchange risk related to the Group’s net investments in foreign operations is

presented in the table below:

GROUP $ MILLION

AS AT 31 JULY 2019YEAR ENDED 31 JULY 2019

CARRYING AMOUNT

NOMINAL

AMOUNT

3

HEDGE EFFECTIVENESS

HEDGED NET INVESTMENTS AND

HEDGING INSTRUMENTS USED

AMOUNT OF NET

INVESTMENT

HEDGED¹

FOREIGN

CURRENCY

BORROWINGS

FOREIGN

CURRENCY

SWAPS²

NET INVESTMENT GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

BORROWING/SWAPS GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

Net investment hedging

United States Dollar-denominated

Maturity of borrowings: 10-23 months140(140)–3(3)

Australian Dollar-denominated

Maturity of borrowings: 23-100 months499(499)–(22)22

Euro-denominated

Maturity of borrowings: 64 months163(163)–(3)3

Chinese Renminbi-denominated

Maturity of borrowings: 8-72 months

Maturity of swaps: 4-5 months588(527)(61)14(14)

Total1,390(1,329)(61)(8)8

1 The carrying amount of the net investment designated into a net investment hedge relationship.

2 The carrying amount of foreign currency swaps at balance date is $1 million, and is presented within derivative assets.

3 Nominal amount is the face value, converted into New Zealand Dollars using the exchange rate at balance date, of foreign currency swaps designated

in net investment hedge relationships.

FONTERRA ANNUAL FINANCIAL RESULTS 201950
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Foreign exchange risk CONTINUED

GROUP $ MILLION

AS AT 31 JULY 2018YEAR ENDED 31 JULY 2018

CARRYING AMOUNT

NOMINAL

AMOUNT

3

HEDGE EFFECTIVENESS

HEDGED NET INVESTMENTS AND

HEDGING INSTRUMENTS USED

AMOUNT OF NET

INVESTMENT

HEDGED¹

FOREIGN

CURRENCY

BORROWINGS

FOREIGN

CURRENCY

SWAPS²

NET INVESTMENT GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

BORROWING/SWAPS GAIN/

(LOSS) RECOGNISED IN OTHER

COMPREHENSIVE INCOME

Net investment hedging

United States Dollar-denominated

Maturity of borrowings: 22-35 months136(136)–12(12)

Australian Dollar-denominated

Maturity of borrowings: 35-112 months521(521)–7(7)

Euro-denominated

Maturity of borrowings: 76 months166(166)–14(14)

Chinese Renminbi-denominated

Maturity of borrowings: 6-84 months

Maturity of swaps: 0-2 months758(656)(102)13(13)

Total1,581(1,479)(102)46(46)

1 The carrying amount of the net investment designated into a net investment hedge relationship.

2 The carrying amount of foreign currency swaps at balance date is $1 million, and is presented within derivative assets.

3 Nominal amount is the face value, converted into New Zealand Dollars using the exchange rate at balance date, of foreign currency swaps designated

in net investment hedge relationships.

Borrowings denominated in foreign currency

The Group’s policy is to maintain its net exposure to a foreign currency within predefined limits.

To the extent the Group has monetary assets in the same foreign currency as the borrowing, the Group has a reduced exposure to foreign exchange

risk. The foreign currency gains and losses relating to these balances is off-set in net foreign exchange losses in the income statement.

To manage the net exposure to foreign currency borrowings, the Group enters into cross currency interest rate swaps (CCIRS). CCIRS are used to

manage the combined foreign exchange risk and interest rate risk as they swap fixed rate foreign currency borrowings and interest payments into

equivalent New Zealand Dollar-denominated amounts of principal with floating interest rates.

The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS. The hedge relationship may be

designated into separate cash flow hedges and fair value hedges to manage the different components of foreign currency and interest rate risk:

–fair value hedge relationship where CCIRS are used to manage the interest rate and foreign currency risk in relation to foreign currency

denominated borrowings with fixed interest rates.

–cash flow hedge relationship where CCIRS are used to manage the variability in cash flows arising from interest rate movements on floating

interest rate payments and foreign exchange movements on payments of principal and interest.

Hedge ineffectiveness arises predominantly from changes in counterparty credit risk and cross currency basis spreads.

FONTERRA ANNUAL FINANCIAL RESULTS 201951
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Foreign exchange risk CONTINUED

The effect of the Group’s hedge accounting policies in managing both its foreign exchange risk and interest rate risk related to borrowings

denominated in foreign currency is presented in the table below.

GROUP $ MILLION

AS AT 31 JULY 2019¹YEAR ENDED 31 JULY 2019²

CARRYING AMOUNT

CHANGE IN

VALUE USED

TO CALCULATE

HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED


NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

ACCUMULATED

COST OF

HEDGING

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO INCOME

STATEMENT

4


FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED

IN INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging and fair value hedging

Cross-currency interest rate swaps

USD1,184252–(2)26336150(2)

Maturity: 86-133 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.7604

GBP62363(278)–(225)(13)16(15)(4)

Maturity: 53 months

Weighted average interest

rate: floating

Weighted average NZD:GBP

rate: 0.3610

EUR38639–(7)50(15)1819–

Maturity: 64 months

Weighted average interest

rate: floating

Weighted average NZD:EUR

rate: 0.6560

Fair value hedging318––8NANA2–

Maturity: 23 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.8160

Total362(278)(9)96(25)40156(6)

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount is the face value, converted using the weighted average foreign exchange rate, of foreign denominated borrowings in hedge relationships. For those

borrowings in fair value hedges, the carrying amount includes the life-to-date fair value hedge adjustment which increases borrowings by $160 million.

4 Recognised in net finance costs and net foreign exchange losses.

FONTERRA ANNUAL FINANCIAL RESULTS 201952
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Foreign exchange risk CONTINUED

GROUP $ MILLION

AS AT 31 JULY 2018¹YEAR ENDED 31 JULY 2018²

CARRYING AMOUNT

CHANGE IN

VALUE USED

TO CALCULATE

HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

ACCUMULATED

COST OF

HEDGING

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO INCOME

STATEMENT

4


FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED

IN INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging and fair value hedging

Cross-currency interest rate swaps

USD893105(7)–76(4)3279

Maturity: 98-145 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.7841

GBP62364(261)–(213)20–27(4)

Maturity: 65 months

Weighted average interest

rate: floating

Weighted average NZD:GBP

rate: 0.3610

EUR38625–(7)3136(38)3–

Maturity: 76 months

Weighted average interest

rate: floating

Weighted average NZD:EUR

rate: 0.6560

Fair value hedging316––6NANA220

Maturity: 35 months

Weighted average interest

rate: floating

Weighted average NZD:USD

rate: 0.8160

Total200(268)(7)(100)52(35)5925

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 Nominal amount is the face value, converted using the weighted average foreign exchange rate, of foreign denominated borrowings in hedge relationships. For those

borrowings in fair value hedges, the carrying amount includes the life-to-date fair value hedge adjustment which increases borrowings by $18 million.

4 Recognised in net finance costs and net foreign exchange losses.

Receivables and payables denominated in foreign currency

The Group enters into foreign currency forward contracts and foreign currency options for 100 per cent of the net foreign currency receivables

and payables.

Derivatives used to hedge the changes in the value of foreign currency receivables and payables are not hedge accounted. Changes in the fair value

of these derivatives provide an off-set to the changes in the value of foreign currency receivables and payables recognised in the income statement.

These are recognised within net foreign exchange gains and losses in the income statement.

FONTERRA ANNUAL FINANCIAL RESULTS 201953
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Foreign exchange risk CONTINUED

Net foreign exchange gains and losses in the income statement

The table below provides a breakdown of the net foreign exchange gains and losses recognised in the income statement.

GROUP $ MILLION

31 JULY 201931 JULY 2018

Relationships where hedge accounting has been applied

Net foreign exchange (losses)/gains attributable to:

–Foreign currency-denominated borrowings(17)(200)

–Derivatives18203

Relationships where hedge accounting has not been applied

Net foreign exchange (losses)/gains attributable to:

–Foreign currency denominated receivables119423

–Foreign currency denominated payables and borrowings(81)(302)

–Derivatives(40)(135)

–Other net foreign exchange losses–(1)

Net foreign exchange losses(1)(12)

Sensitivity analysis of changes in foreign currency rates

The table below presents the effect on profit or loss for the year and equity at reporting date if foreign currency rates had been higher, or lower,

with all other variables held constant.

GROUP $ MILLION

31 JULY 201931 JULY 2018

EQUITYPROFITEQUITYPROFIT

10% strengthening of the NZD194–140(8)

10% weakening of the NZD (225)4(153)2

b) Interest rate risk

Nature and exposure of interest rate risk to the Group

The Group is exposed to interest rate risk on its interest-bearing borrowings, included within economic net interest-bearing debt (refer Note 9).

Changes in market interest rates expose the Group to:

–changes in the fair value of borrowings subject to fixed interest rates (fair value risk); and

–changes in future interest payments on borrowings subject to floating interest rates (cash flow risk).

How the Group manages its exposure to interest rate risk

The Group’s policy is to maintain a target ratio of fixed and floating interest rate exposure. To achieve this the Group considers its forecast debt

over a specified time horizon and manages the interest rate exposure by:

–issuing fixed rate debt; and

–entering into interest rate swaps (IRS).

The Group applies hedge accounting to the borrowings and the associated IRS, for movements in benchmark market interest rates (i.e. excluding

any margin component).

Hedge ineffectiveness arises in relation to IRS that have been designated to hedge relationships after their initial recognition. The ineffectiveness

of these hedges will continue until maturity.

FONTERRA ANNUAL FINANCIAL RESULTS 201954
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

b) Interest rate risk CONTINUED

In specific situations, where changes in the fair value of fixed-to-floating IRS provide an off-set to the changes in the fair value of other associated

floating-to-fixed IRS, hedge accounting is not applied. The changes in fair values of these IRS off-set each other and are recognised within net

finance costs in the income statement.

The effect of the Group’s hedge accounting policies in managing interest rate risk is presented in the table below.

GROUP $ MILLION

AS AT 31 JULY 2019¹YEAR ENDED 31 JULY 2019²

CARRYING AMOUNT

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO THE INCOME

STATEMENT

4

FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED IN

THE INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging

Interest rate swaps

Maturity: 8-62 months

Weighted average interest

rate: 4.19%3,441–(240)(65)(101)20NA(7)

Fair value hedging

Interest rate swaps on NZD borrowings

Maturity: 10-76 months

Weighted average interest

rate: floating32518–8NANA131

Interest rate swaps on AUD borrowings

Maturity: 83-100 months

Weighted average interest

rate: floating49943–47NANA59–

Total61(240)(10)(101)2072(6)

GROUP $ MILLION

AS AT 31 JULY 2018¹YEAR ENDED 31 JULY 2018²

CARRYING AMOUNT

CHANGE IN

VALUE USED TO

CALCULATE HEDGE

EFFECTIVENESS

HEDGE EFFECTIVENESS

IN RESERVES

HEDGE

EFFECTIVENESS

HEDGE

INEFFECTIVENESS

HEDGING INSTRUMENTS USED

NOMINAL

AMOUNT³

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

CASH FLOW

HEDGE (OCI)

CASH FLOW

HEDGE

RECLASSIFIED

TO THE INCOME

STATEMENT

4

FAIR VALUE

HEDGE

(INCOME

STATEMENT)

GAIN/(LOSS)

4

RECOGNISED IN

THE INCOME

STATEMENT

GAIN/(LOSS)

4

Cash flow hedging

Interest rate swaps

Maturity: 1-74 months

Weighted average interest

rate: 4.22%3,491–(173)23(32)–NA17

Fair value hedging

Interest rate swaps on NZD borrowings

Maturity: 22-56 months

Weighted average interest

rate: floating2254–(6)NANA3–

Interest rate swaps on AUD borrowings

Maturity: 95-112 months

Weighted average interest

rate: floating

521–(15)(12)NANA––

Total4(188)5(32)–317

1 Life-to-date amounts as at balance date.

2 Year-to-date amounts recognised during the year.

3 The nominal amount represents the principal amount of outstanding or forecast borrowings designated in hedge relationships. For those borrowings in fair value hedges,

the carrying amount includes the life-to-date fair value hedge adjustment which increases borrowings by $61 million (2018: reduces borrowings by $13 million).

4 Recognised in net finance costs.

FONTERRA ANNUAL FINANCIAL RESULTS 201955
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

b) Interest rate risk CONTINUED

Sensitivity analysis of changes in interest rates

The table below presents the effect on profit or loss for the year and equity at reporting date if interest rates had been higher, or lower,

with all other variables held constant.

GROUP $ MILLION

31 JULY 201931 JULY 2018

EQUITYPROFITEQUITYPROFIT

100 basis point increase5422645

100 basis point decrease(54)(19)(59)(18)

A change in interest rates would also impact floating rate interest payments and receipts on the Group’s borrowing and derivatives held at

balance date. The impact of a change in interest rates on one-year contracted cash flows is shown below:

GROUP $ MILLION

31 JULY 2019 31 JULY 2018

100 basis point increase in interest rates(7)(6)

100 basis point decrease in interest rates76

c) Commodity price risk

Nature and exposure of commodity price risk to the Group

The Group is exposed to dairy commodity price risk through changes in selling prices and the cost of milk purchased from dairy farmers.

In addition, the Group is a large purchaser of electricity, diesel and sugar and is exposed to changes in the cost of these commodities.

How the Group manages its exposure to commodity price risk

Dairy commodity price risk

The Group manages its exposure to dairy commodity price risk by:

–determining the most appropriate mix of products to manufacture based on the supply curve and global demand for dairy products;

–governing the length and terms of sales contracts so that sales revenue is reflective of current market prices and is, where possible,

linked to Global Dairy Trade (GDT) prices; and

–using dairy commodity derivative contracts to obtain an optimal price for future sales, or the cost of milk, to manage margin risk. The markets

for dairy commodity derivatives are relatively limited, which reduces the ability to manage earnings volatility. As markets for these derivatives

grow, the use of dairy commodity derivatives to manage dairy commodity price risk may increase.

Other commodity price risk

The Group manages its exposure to other commodity price risk through the use of derivative contracts, which are transacted at Board-approved

levels, to hedge the cost of electricity, diesel and sugar.

Changes in the fair value of commodity derivative contracts are recognised within other operating income/(expenses) in the income statement.

Sensitivity analysis of changes in commodity prices

The table below presents the effect on profit or loss for the year and equity at reporting date if commodity prices had been higher, or lower, with all

other variables held constant. Commodity price sensitivity arises from the revaluation of derivative assets and liabilities in the statement of financial

position at reporting date.

GROUP $ MILLION

31 JULY 201931 JULY 2018

EQUITYPROFITEQUITYPROFIT

10% increase in commodity prices430–28

10% decrease in commodity prices(4)(30)–(28)

FONTERRA ANNUAL FINANCIAL RESULTS 201956
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

d) Impact to reserves in equity

The impact of the Group’s hedge accounting policies on the reserves in equity is presented in the tables below:

Hedge reserves

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Opening balance(267)192

Movements attributable to cash flow hedges

Change in value of effective derivative hedging instruments(365)(603)

Reclassifications to the income statement:

–As hedged transactions occurred 362(4)

Net change in the cost of hedging reserve1(31)

Tax expense1179

Total movement(1)(459)

Closing balance¹(268)(267)

1 Included in the closing balance of the hedge reserves is $21 million (31 July 2018: $30 million) relating to hedge relationships for which hedge accounting is no longer applied.

Foreign currency translation reserve

GROUP $ MILLION

NOTES

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Opening balance(364)(552)

Movements attributable to net investments in foreign operations and net investment hedges

Net translation gain/(loss) on:

–Borrowings and derivative hedging instruments8(46)

–Net investments in foreign operations(25)227

Reclassifications to the income statement:

–Upon disposal of the Venezuelan operations2146–

–Upon the reclassification of the investment in Beingmate230–

–Other disposals of foreign operations172

Tax expense55

Total movement181188

Closing balance

1

(183)(364)

1 Included in the closing balance of the foreign currency translation reserve is $4 million (31 July 2018: $35 million) relating to hedge relationships for which hedge accounting is

no longer applied.

FONTERRA ANNUAL FINANCIAL RESULTS 201957
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

e) Credit risk

Nature and exposure of credit risk to the Group

Credit risk is the risk of loss to the Group due to customer or counterparty default on the Group’s receivable balances. The Group’s maximum

exposure to credit risk is represented by the carrying amounts of cash and cash equivalents, trade and other receivables, derivative assets,

and other investments and receivables.

The Group has no undue concentrations of credit risk.

How the Group manages its exposure to credit risk

The Group’s policy is to actively manage its exposure to credit risk through the following actions:

Derivative contracts, cash and cash equivalents and other balances

–Use of financial counterparties that have a credit rating of at least ‘A-’ from Standard & Poor’s (or equivalent).

–Use of commodity counterparties that have a credit rating of at least ‘BBB-’ from Standard & Poor’s (or equivalent)

for commodity derivative contracts.

Trade and other receivables

–Application of credit limits, and credit mitigation tools, such as letters of credit.

Trade and other receivable balances are included in Note 11 Trade and other receivables.

FONTERRA ANNUAL FINANCIAL RESULTS 201958
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

OTHER

This section contains additional notes and disclosures that aid in understanding Fonterra’s position and performance but do not form part of the

primary sections.

This section includes the following Notes:

Note 20: Taxation

Note 21: Contingent liabilities, provisions and commitments

Note 22: Related party transactions

Note 23: Subsidiaries

Note 24: Fair value measurement

Note 25: Offsetting of financial assets and liabilities

Note 26: Net tangible assets per security

20 TAXATION

Tax expense comprises current and deferred tax. Tax expense, including the tax consequences of distributions to farmer shareholders,

is recognised in the income statement. The tax consequences of distributions to farmer shareholders are recognised in the year to which

the distribution relates. Other than distributions to farmer shareholders, tax consequences of items recognised directly in equity are also

recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively

enacted at the balance date, and any adjustment to tax payable or receivable in respect of previous years.

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes

and those for taxation purposes. Deferred tax is measured at the tax rate that is expected to apply to the temporary differences when they

reverse, based on laws that have been enacted or substantively enacted by the balance date.

Deferred tax is not recognised on the following temporary differences:

–the initial recognition of goodwill;

–the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor

taxable profit; and

–differences relating to investments in subsidiaries and equity accounted investees to the extent that the timing of the reversal is controlled

by the Group and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which the temporary

differences can be utilised.

a) Taxation – income statement

The total taxation expense in the income statement is summarised as follows:

GROUP $ MILLION

NOTES31 JULY 201931 JULY 2018

Current tax expense8381

Prior period adjustments to current tax4(5)

Deferred tax movements:

–Origination and reversal of temporary differences(20)(34)

–Derecognition of DPA Brazil’s deferred tax asset2110–

Tax expense17742

FONTERRA ANNUAL FINANCIAL RESULTS 201959
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

a) Taxation – income statement CONTINUED

The taxation charge that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax expense as follows:

GROUP $ MILLION

31 JULY 201931 JULY 2018

Loss before tax(428)(154)

Prima facie tax expense at 28%(120)(43)

Add/(deduct) tax effect of:

–Effect of tax rates in foreign jurisdictions (6)(27)

–Non-deductible expenses/additional assessable income249168

–Non-assessable income/additional deductible expenses(18)(24)

–Prior year under provision4(5)

Tax expense before distributions and deferred tax10969

Effective tax rate before distributions and deferred tax

1

NANA

Tax effect of distributions to farmer shareholders–(27)

Tax expense before deferred tax10942

Effective tax rate before deferred tax

1

NANA

Add/(deduct) tax effect of:

–Origination and reversal of other temporary differences(20)(2)

–Losses of overseas Group entities not recognised882

Tax expense17742

Effective tax rate

1

NANA

Imputation credits

Imputation credits available for use in subsequent reporting periods 2020

Tax losses

Gross tax losses available for which no deferred tax asset has been recognised35654

1 The effective tax rate is the tax charge on the face of the income statement expressed as a percentage of the profit before tax. The Group recorded a net loss before tax,

so the calculation of an effective tax rate is not applicable.

FONTERRA ANNUAL FINANCIAL RESULTS 201960
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

b) Taxation – statement of financial position

The table below outlines the deferred tax assets and liabilities that are recognised in the statement of financial position, together with movements

in the year:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Deferred tax

Property, plant and equipment(63)(37)

Intangible assets(498)(540)

Derivative financial instruments11197

Employee entitlements5475

Inventories3630

Receivables, payables and provisions5556

New Zealand tax losses

522554

Offshore tax losses236311

Other4032

Total deferred tax493578

Movements for the year

Opening balance578354

Recognised in the income statement(90)34

Recognised directly in other comprehensive income6181

Foreign currency translation(1)9

Closing balance

493578

Included within the statement of financial position as follows:

Deferred tax assets592667

Deferred tax liabilities(99)(89)

Total deferred tax

1

493578

1 As at 31 July 2018 $80 million of deferred tax liabilities relating to DPA Brazil have been reclassified from deferred tax asset to deferred tax liability. The deferred tax liability

relates to the intangible brand assets in Brazil and had previously been netted against the deferred tax assets in DPA Brazil.

New Zealand tax losses

The New Zealand tax consolidated group generated a taxable income in the current year. The deferred tax asset relating to New Zealand tax losses

of $522 million (31 July 2018: $554 million) has been recognised on the basis that taxable income will be generated in the future against which the

tax losses can be utilised.

The key assumptions in the assessment of future taxable income are New Zealand earnings, and the tax-deductible dividend. The estimate of

New Zealand earnings is based on performance of the New Zealand tax consolidated group relative to the overall Group. This ratio has been

applied to the profit before tax forecast in the Group’s three-year business plan. The tax-deductible dividend assumption is based on the Group’s

dividend policy and is set at the midpoint of the current policy which is 65 per cent to 75 per cent of normalised net profit after tax. Fonterra

determines its dividend policy and therefore has the ability to influence utilisation of the losses.

Changes in the key assumptions used could impact the expected time horizon for utilisation of the tax losses, for example higher dividends could

extend the utilisation horizon but would not impact the carrying amount of deferred tax assets available to be utilised against future taxable profits.

Any future reduction in offshore income resulting from the strategic review could reduce the timing of utilisation of the tax losses, however, again

this will not impact the carrying amount of the deferred tax asset available to be utilised. Therefore, a reasonably possible change in the key

assumptions does not change the carrying value of the deferred tax asset recognised.

FONTERRA ANNUAL FINANCIAL RESULTS 201961
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

b) Taxation – statement of financial position CONTINUED

Offshore tax losses

Deferred tax assets relating to tax losses carried forward of $131 million (31 July 2018: $253 million) are recognised by offshore entities in the current

year. DPA Brazil’s deferred tax asset which included tax losses has been derecognised in the current year, see Note 2c) for further details.

$114 million of offshore tax losses recognised relate to tax losses in Australia and are recognised on the basis of utilisation through future expected

taxable income.

Gross tax losses of $356 million reflecting a deferred tax asset of $118 million (31 July 2018: $54 million gross, deferred tax asset of $17 million)

relating to offshore entities have not been recognised as they may not be utilised.

Deferred tax liabilities

Fonterra has made a key judgement to not recognise deferred tax liabilities in respect of unremitted earnings that are considered indefinitely

reinvested in foreign subsidiaries. As at 31 July 2019, these earnings amount to $1,085 million (31 July 2018: $1,089 million). These could be subject

to withholding and other taxes on remittance. Any offshore divestments made because of the strategic review do not change this judgement on

the basis there are a number of exit structures available that do not result in a payment of a dividend.

Fonterra’s intention regarding any future possible exit strategies is a key assumption. A reasonably possible change in this assumption is not

expected to change the conclusion that a deferred tax liability should not be recognised. This is because Fonterra management has control of

the subsidiaries, there are no plans to pay a dividend in the foreseeable future.

FONTERRA ANNUAL FINANCIAL RESULTS 201962
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

21 CONTINGENT LIABILITIES, PROVISIONS AND COMMITMENTS

Contingent liabilities

In the normal course of business, Fonterra, its subsidiaries and equity accounted investees, are exposed to claims and legal proceedings

that may in some cases result in costs to the Group.

In January 2014, Danone initiated legal proceedings against Fonterra in the High Court of New Zealand and separate Singapore arbitration

proceedings against Fonterra in relation to Fonterra’s Whey Protein Concentrate 80 (WPC80) precautionary recall in August 2013.

The New Zealand High Court proceedings have been stayed pending completion of the Singapore arbitration.

The Singapore arbitration panel issued its award ( judgement), finding in favour of Danone and ordered Fonterra to pay to Danone €105 million

($183 million) in recall costs. In addition, Fonterra also paid Danone €29 million ($49 million) representing interest on the award amount and

Danone’s costs in connection with the arbitration proceedings. Fonterra paid these amounts during the financial year ended 31 July 2018.

It is unclear whether Danone will continue to pursue the New Zealand High Court proceedings that were stayed pending the decision in the

Singapore arbitration. Due to the uncertainty regarding whether Danone will seek to re-initiate these proceedings, and the nature and scope

of these potential proceedings in light of the arbitration findings and award, no amount has been recognised in relation to these proceedings.

There are no additional claims or legal proceedings in respect of this matter that require provision or disclosure in these financial statements.

The Group has no other contingent liabilities as at 31 July 2019 (31 July 2018: nil).

Provisions

Provisions are recognised in the statement of financial position only where the Group has a present legal or constructive obligation as a

result of a past event, when it is probable, being more likely than not, that an outflow of resources will be required to settle the obligation,

and a reliable estimate of the amount can be made.

GROUP $ MILLION

EMPLOYEE RELATED

PROVISIONS

LEGAL CLAIMS

PROVISIONS

RESTRUCTURING

PROVISIONS

OTHER

PROVISIONS

TOTAL

PROVISIONS

As at 1 August 20187753113144

Additional provisions16104730103

Unused amounts reversed(1)(1)(1)(8)(11)

Charged to income statement159462292

Charged to equity(1)–––(1)

Utilised during the year(11)(4)(4)(11)(30)

Foreign currency translation––(1)–(1)

As at 31 July 201980584224204

Included within the statement of financial

position as follows:

Current liabilities63

Non-current liabilities141

Total provisions204

FONTERRA ANNUAL FINANCIAL RESULTS 201963
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

21 CONTINGENT LIABILITIES, PROVISIONS AND COMMITMENTS CONTINUED

GROUP $ MILLION

EMPLOYEE RELATED

PROVISIONS

LEGAL CLAIMS

PROVISIONS

RESTRUCTURING

PROVISIONS

OTHER

PROVISIONS

TOTAL

PROVISIONS

As at 1 August 20178472230188

Additional provisions16231–13260

Unused amounts reversed(9)(16)(1)(11)(37)

Charged to income statement7215(1)2223

Charged to equity

(2)–––(2)

Utilised during the year(14)(242)–(7)(263)

Transfer to other class of provision111–(12)–

Foreign currency translation1(3)––(2)

As at 31 July 20187753113144

Included within the statement of financial

position as follows:

Current liabilities14

Non-current liabilities130

Total provisions144

The nature of the provisions is shown below:

–Employee related provisions include defined benefit scheme obligations, other obligations that fall due on termination of employment,

and long-term employee benefits. The timing and amount of settlement is uncertain as it primarily depends on decisions relating to the

employment of relevant employees.

–Legal claims provisions include obligations relating to tax, customs and duties and legal matters arising in the normal course of business.

The timing and amount of settlement is uncertain as it depends on the outcome of a number of judicial proceedings.

–Restructuring provisions relate to the implementation of initiatives identified through the asset portfolio review and strategy review that have

been announced or committed to as at reporting date. The timing and amount of settlement is uncertain; however, the provision is expected

to be utilised within 12 months.

–Other provisions relate to product quality claims and other claims arising in the normal course of business. The timing and amount of settlement

is uncertain as it depends on the outcome of the commercial negotiations relating to each individual claim.

Commitments

a) Capital commitments

Capital expenditure contracted for at balance date but not recognised in the financial statements are as follows:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Buildings517

Plant, vehicles and equipment43132

Software16

Total commitments49155

FONTERRA ANNUAL FINANCIAL RESULTS 201964
Notes to the Financial Statements CONTINUED

FOR THE YEAR ENDED 31 JULY 2019

21 CONTINGENT LIABILITIES, PROVISIONS AND COMMITMENTS CONTINUED

b) Operating lease commitments

The Group leases premises, plant and equipment. The future aggregate minimum lease payments under non-cancellable operating leases

are as follows:

GROUP $ MILLION

AS AT

31 JULY 2019

AS AT

31 JULY 2018

Less than one year124116

One to five years268237

Greater than five years121140

Total operating lease commitments513493

c) Long-term supply agreement with A-Ware

Fonterra has entered into a long-term supply agreement with A-Ware, a Netherlands-based company. The agreement is for A-Ware to supply, and

Fonterra to purchase, mozzarella and UHT cream ove

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