Fonterra announces FY19 annual results and new strategy
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
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r
F
u
t
u
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e
A
s
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n
s
5
Our Core
Terms of Supply
On-Farm Support
1
2
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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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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
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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) GMLME
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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