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Fonterra Shareholders’ Fund Interim Results 2020

Half Year Results17 March 2020FCGConsumer Staples

Page 1


Results for announcement to the market

Name of issuer Fonterra Shareholders’ Fund

Reporting Period 6 months to 31 January 2020

Previous Reporting Period 6 months to 31 January 2019

Currency New Zealand Dollars

Amount (m’s) Percentage change

Revenue from continuing

operations

$28 170%

Total Revenue $28 170%

Net profit/(loss) from

continuing operations

$nil -%

Total net profit/(loss) $nil -%

Interim/Final Dividend

Amount per Quoted Equity

Security

No interim dividend is to be paid

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$4.05 $4.74

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Fonterra Shareholders’ Fund financial statements are prepared in accordance

with New Zealand Equivalents to International Financial Reporting Standards.

Revenue from continuing operations comprises net fair value movements of

Economic Rights of Fonterra Shares, and dividend income. This is a gain for

the current reporting period.

Authority for this announcement

Name of person authorised

to make this announcement

Andrew Cordner


Contact person for this

announcement

Simon Till


Contact phone number +64 21 777 807


Contact email address Investor.relations@fonterra.com


Date of release through MAP

18/03/2020



Interim financial statements accompany this announcement.

---

Font e r r a
Shareholders’

Fund Interim

Repor t

2020

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202001
Dear Investors

It is pleasing to see Fonterra’s financial performance improve

in the first half of the 2020 financial year, with an increase

in underlying earnings, stronger cashflows and reduction

in leverage.

Fonterra CEO, Miles Hurrell, set four priorities for the Co-operative

in its first year of the new strategy. These priorities are to hit the

financial targets, build a great team, support regional New Zealand

and reduce their environmental footprint. These interim results

show good momentum towards achieving these priorities.

In this letter I will take the opportunity to recap Fonterra’s

new strategy, and comment on its financial performance in

the first half of the 2020 financial year and the outlook for

the remainder of the year.

New strategy

The new strategy is about prioritising New Zealand milk and

focusing on Fonterra’s strengths.

As a result, Fonterra is focusing on being globally competitive

in Core Dairy (base and advanced ingredients), growing its

sales of Sports and Active, Medical and Aging and Paediatric

ingredients, developing new Foodservice markets and taking

a more targeted approach to opportunities in consumer brands.

Fonterra is also aiming to differentiate itself through innovation,

sustainability and efficiency.

While it is still early days, the focus that the Fonterra Board

and Management team are giving to the new strategy, along

with the importance they continue to place on financial

discipline, is showing signs that it is resetting Fonterra.

Financial performance

With a relatively strong forecast Farmgate Milk Price range

of $7.00 to $7.60 per kgMS, Fonterra delivered reported Total

Group Earnings Before Interest and Tax (EBIT) of $806 million

in the first half of the 2020 financial year, up $494 million

compared to the same period last year. This includes a net

positive amount of $222 million from one-off items relating

to the asset portfolio review and from other normalisations.

Total Group normalised EBIT is $584 million, an increase

of $272 million compared to the same period last year

and excludes the one-off items in order to give a better

comparative view of underlying earnings.

This improvement in normalised earnings has been achieved through

stable underlying earnings from Ingredients, and a significant

improvement in the Foodservice and Consumer businesses.

Fonterra has continued to reduce its leverage and is targeting

a Debt to Earnings ratio of less than 3.75x and gearing at the

lower end of the 40% to 45% range by the end of the financial

year. It has completed the sale of DFE Pharma and foodspring

®


with cash proceeds of $624 million, which helped increase

free cash flow in the first half of the 2020 financial year

by $1.2 billion and reduce net debt by $1.6 billion. These asset

sales have resulted in a total gain on sale of $469 million,

plus the receipt of $26 million in dividends from DFE Pharma

in the first half of this year.

Fonterra has said that it will continue to review its asset

portfolio to ensure its assets are aligned to its strategy.

Key developments in the portfolio review are that strategic

reviews of its China Farms and DPA Brazil joint venture have

been completed and sales processes for both businesses are

well under way.

Based on the additional information and further insights

gained through the sales processes, Fonterra has reduced

the valuation of these two assets and its China Farming

joint venture by a total of $199 million.

Fonterra’s reported Net Profit After Tax (NPAT) was

$501 million, up $429 million over the comparable period

last year. After adjusting for the one-off items, the normalised

NPAT is $293 million, an increase of $221 million over the

same period last year. This normalised NPAT, and after

minority interests, represents 18 cents per unit.

Outlook

Despite this significant improvement in its first half earnings,

Fonterra has highlighted the risks it faces in the second half.

In particular, these are the potential impact of COVID-19 on

global demand, geo-political risks in key markets such as

Hong Kong and Chile, and ongoing dry weather conditions

here in New Zealand which could impact collections and

potentially input costs. As a result, Fonterra has held its forecast

earnings range at 15-25 cents per share.

Fonterra has decided not to make an interim distribution, with

any distribution decisions to be made with a complete picture

of its full year earnings performance and financial position.

John Shewan

Chairman

FSF Management Company Limited

(Australian Registered Body Number 160 539 935, Incorporated In New Zealand)

Chairman's

Report

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202002
FSF Management Company Limited (the Manager)

presents to the unit holders the interim financial

statements for the Fonterra Shareholders’ Fund

(the Fund) for the six months ended 31 January 2020.

The Manager is responsible for presenting interim

financial statements for the six months which fairly

present the financial position of the Fund and its

financial performance and cash flows for that period.

The Manager considers the interim financial statements

of the Fund 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 Manager believes that proper accounting records

have been kept which enable, with reasonable accuracy,

the determination of the financial position of the Fund

and facilitate compliance of the interim financial statements

with the Financial Markets Conduct Act 2013 and the

Fonterra Shareholders’ Fund Trust Deed.

The Manager considers that it has taken adequate

steps to safeguard the assets of the Fund, and to

prevent and detect fraud and other irregularities.

The Manager approves and authorises for issue

the interim financial statements for the six months

ended 31 January 2020 presented on pages 3 to 7.

For and on behalf of the Board of the Manager:

Manager’s Statement

FOR THE SIX MONTHS ENDED 31 JANUARY 2020

Interim Financial

Statements

FOR THE SIX MONTHS ENDED 31 JANUARY 2020

John Shewan

Chairman

FSF Management Company Limited

17 March 2020

Kim Ellis

Director

FSF Management Company Limited

17 March 2020

Manager's Statement02

Statement of Comprehensive Income03

Statement of Changes In Amounts

Attributable to Unit Holders

03

Statement of Financial Position04

Cash Flow Statement04

Statement of Significant Accounting Policies05

Notes to the Financial Statements06

Independent Review Report08

Directory09

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202003
The accompanying notes form part of these interim financial statements.

Statement of Comprehensive Income

FOR THE SIX MONTHS ENDED 31 JANUARY 2020

$ MILLION

SIX MONTHS ENDEDYEAR ENDED

31 JAN 2020

UNAUDITED

31 JAN 2019

UNAUDITED

31 JUL 2019

AUDITED

Net fair value gain/(loss) on revaluation of Economic Rights of Fonterra shares28(40)(144)

Dividend income–––

Investment income/(expense)28(40)(144)

Net change in fair value of liability to unit holders(28)40144

Distributions to unit holders–––

Finance (cost)/income(28)40144

Profit before tax–––

Tax expense–––

Profit for the period–––

There are no items of other comprehensive income.

Statement of Changes in Amounts

Attributable to Unit Holders

FOR THE SIX MONTHS ENDED 31 JANUARY 2020


$ MILLION

Amounts attributable to unit holders at 1 August 2019388

Movements:

Revaluation of liability to unit holders28

Issue of units17

Redemption of units(27)

Amounts attributable to unit holders at 31 January 2020 (unaudited)406

Amounts attributable to unit holders at 1 August 2018570

Movements:

Revaluation of liability to unit holders(40)

Issue of units71

Redemption of units(77)

Amounts attributable to unit holders at 31 January 2019 (unaudited)524

Amounts attributable to unit holders at 1 August 2018570

Movements:

Revaluation of liability to unit holders(144)

Issue of units82

Redemption of units(120)

Amounts attributable to unit holders at 31 July 2019 (audited)388

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202004
The accompanying notes form part of these interim financial statements.

Statement of Financial Position

AS AT 31 JANUARY 2020

$ MILLION

NOTES

31 JAN 2020

UNAUDITED

31 JAN 2019

UNAUDITED

31 JUL 2019

AUDITED

Assets

Economic Rights of Fonterra shares2406524388

Total assets406524388

Liabilities

Amounts attributable to unit holders3406524388

Total liabilities406524388

Cash Flow Statement

FOR THE SIX MONTHS ENDED 31 JANUARY 2020

$ MILLION

SIX MONTHS ENDEDYEAR ENDED

31 JAN 2020

UNAUDITED

31 JAN 2019

UNAUDITED

31 JUL 2019

AUDITED

Cash flows from operating activities

Cash was provided from:

– Sale of Economic Rights of Fonterra shares2777120

– Dividends' received (net of dividends reinvested)–––

Cash was applied to:

– Purchase of Economic Rights of Fonterra shares(17)(71)(82)

Net cash flows from operating activities10638

Cash flows from financing activities

Cash was provided from:

– Proceeds from issue of units177182

Cash was applied to:

– Outflows on redemption of units(27)(77)(120)

– Distributions paid to unit holders (net of distributions reinvested)–––

Net cash flows from financing activities(10)(6)(38)

Net (decrease)/increase in cash and cash equivalents

–––

Cash and cash equivalents at the beginning of the year–––

Cash and cash equivalents at the end of the period–––

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202005
Statement of Significant Accounting Policies

FOR THE SIX MONTHS ENDED 31 JANUARY 2020

A) GENERAL INFORMATION

The Fonterra Shareholders’ Fund (FSF or the Fund) is a New Zealand

managed investment scheme established to be the ‘Authorised Fund’

under Fonterra’s Trading Among Farmers scheme. It is registered under

the Financial Markets Conduct Act 2013 and its governing document

is the Fonterra Shareholders’ Fund Trust Deed (the Trust Deed) dated

23 October 2012 (as amended) and has a life of 80 years. Under the

Trust Deed, the Fund may invest only in authorised investments, which

are Economic Rights of Fonterra shares (Economic Rights), and issue

units to investors. It may not invest directly in Fonterra shares (shares).

The Fund is listed on the NZX Main Board operated by NZX Limited

and as a Foreign Exempt Listing on the Australian Securities Exchange

operated by ASX Limited. The Manager is an FMC reporting entity

under the Financial Markets Conduct Act 2013.

These interim financial statements were authorised for issue by the

Manager on 17 March 2020.

Fonterra interim financial statements

Investors are encouraged to read the interim financial statements of

Fonterra Co-operative Group Limited (Fonterra), together with the

interim financial statements of the Fund, given that the performance of

the Fund is driven by the performance of Fonterra. The Fonterra interim

financial statements can be found at www.fonterra.com in the

‘Investors/Financial Results’ section.

Activities

The principal activity of the Fund is to acquire Economic Rights and

issue units to investors. It allows investors in the Fund an opportunity

to earn returns based on the financial performance of Fonterra.

B) BASIS OF PREPARATION

These interim financial statements have been prepared in accordance

with International Accounting Standard 34: Interim Financial Reporting

and New Zealand Equivalent to International Accounting Standard 34:

Interim Financial Reporting. They have also been prepared in

accordance with Generally Accepted Accounting Practice (GAAP)

applicable to for-profit entities. These interim financial statements are

as at and for the six months ended 31 January 2020, and are unaudited.

They should be read in conjunction with the financial statements for

the year ended 31 July 2019.

These interim financial statements are presented in New Zealand

dollars ($), which is the Fund’s functional and presentation currency,

and rounded to the nearest million, except where otherwise stated.

The same accounting policies are followed in these interim financial

statements as were applied in the financial statements for the year

ended 31 July 2019.

C) OPERATING SEGMENTS

The Fund’s investments only include Economic Rights assets and

the Fund’s performance is evaluated on an overall basis. Therefore,

the Fund is a single-segment entity.

All of the Fund’s income is from investments in the Economic Rights.

The internal reporting provided to the Board of the Manager, which

is the Fund’s chief operating decision maker, for the Fund’s assets,

liabilities and performance is prepared on a consistent basis with the

measurement and recognition principles of NZ IFRS. The Board of the

Manager reviews the Fund’s internal reporting in order to assess the

performance and position of the Fund.

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202006
1. FAIR VALUE MEASUREMENT

The Fund measures fair values for recognition of both Economic Rights assets and unit holder liabilities.

The Fund uses the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

– Level 1: Quoted price (unadjusted) in an active market for an identical instrument.

– Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes

instruments valued using: quoted prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that

are considered less than active; or other valuation techniques for which all significant inputs are directly or indirectly observable from market data.

– Level 3: Valuation techniques using significant unobservable inputs. The Fund has no Level 3 instruments.

The Fund’s liability to unit holders is a Level 1 instrument as the unit price is quoted on the NZX Main Board, which is considered to be an active

market. The Manager considers market prices to be the most representative measure of fair value as they are used by market participants as a

practical expedient for fair value measurement. The market will be monitored on an on-going basis to confirm that it remains active for the

purposes of establishing fair value.

Economic Rights are Level 2 instruments as Economic Rights are not listed and there is no active market for Economic Rights assets. Economic

Rights are valued using the quoted price of units (which are considered to be a materially comparable instrument) in the Fund listed on the

NZX Main Board. The on-going validity of assumptions relating to the comparability between a unit and an Economic Right is regularly reviewed.

There have been no transfers between the categories in the fair value hierarchy during any of the periods presented.

2. ECONOMIC RIGHTS OF FONTERRA SHARES

The Economic Rights are held on trust for the Fund by the Custodian under the Fonterra Economic Rights Trust.

31 JAN 2020

UNAUDITED

31 JAN 2019

UNAUDITED

31 JUL 2019

AUDITED

Value of Economic Rights ($ million)406524388

Number of Economic Rights100,187,385110,573,858102,934,582

The Economic Rights are measured at fair value, calculated as the number of Economic Rights held multiplied by the established fair value for each

Economic Right.

$ MILLION

31 JAN 2020

UNAUDITED

31 JAN 2019

UNAUDITED

31 JUL 2019

AUDITED

Opening value of Economic Rights 388570570

Movements:

Purchase of Economic Rights

1

177182

Sale of Economic Rights(27)(77)(120)

Revaluation of Economic Rights28(40)(144)

Closing value of Economic Rights406524388

1 Purchase of Economic Rights includes $nil Economic Rights acquired in conjunction with Fonterra’s Dividend Reinvestment Plan (31 January 2019: $nil; 31 July 2019: $nil).

Notes to the Financial Statements

FOR THE SIX MONTHS ENDED 31 JANUARY 2020

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202007
3. LIABILITY TO UNIT HOLDERS

31 JAN 2020

UNAUDITED

31 JAN 2019

UNAUDITED

31 JUL 2019

AUDITED

Value of unit holder liability ($ million)

1

406524388

Opening number of units on issue

2

102,934,582111,423,603111,423,603

Number of units issued

3

4,410,77914,923,01017,769,331

Number of units redeemed (7,157,976)(15,772,755)(26,258,352)

Closing number of units on issue100,187,385110,573,858102,934,582

1 The liability to unit holders is measured at fair value, calculated as the number of units on issue multiplied by the unit market price at 31 January 2020 of $4.05

(31 January 2019: $4.74; 31 July 2019: $3.77).

2 Included in the total number of units is one Fonterra unit which was issued at launch.

3 There were no units issued under the Distribution Reinvestment Plan for the six months ended 31 January 2020 (31 January 2019: nil; 31 July 2019: nil).

4. NET TANGIBLE ASSETS PER SECURITY

As at 31 January 2020, the net tangible assets per unit on issue was $4.05 (31 January 2019: $4.74; 31 July 2019: $3.77).

5. COMMITMENTS AND CONTINGENT LIABILITIES

The Fund has no material commitments or contingent liabilities as at 31 January 2020 (31 January 2019: nil; 31 July 2019: nil).

6. SUBSEQUENT EVENTS

Changes in unit price

Units are traded on the NZX and ASX and accordingly the unit price changes regularly, including during the period between balance date

and the date these interim financial statements were authorised for issue. Changes in the market price of the units result in a corresponding

change in the value of the Economic Rights asset held by the Fund. Daily unit prices are available on the NZX website.

Notes to the Financial Statements CONTINUED

FOR THE SIX MONTHS ENDED 31 JANUARY 2020

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202008
REPORT ON THE INTERIM FINANCIAL STATEMENTS

CONCLUSION

We have completed a review of the accompanying interim financial statements which comprise:

–the statement of financial position as at 31 January 2020;

–the statements of comprehensive income, changes in amounts attributable to unit holders and the cash flow statement for the

6 month period then ended; and

–notes, including a summary of significant accounting policies and other explanatory information.

Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements on pages 3 to 7 do

not present fairly in all material respects, the Fund’s financial position as at 31 January 2020 and its financial performance and cash flows

for the 6 month period ended on that date in accordance with NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting.

BASIS FOR CONCLUSION

A review of interim financial statements in accordance with NZ SRE 2410 Review of Financial Statements Performed by the Independent

Auditor of the Entity (“NZ SRE 2410”) is a limited assurance engagement. The auditor performs procedures, consisting of making enquiries,

primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

As the auditor of Fonterra Shareholders' Fund, NZ SRE 2410 requires that we comply with the ethical requirements relevant to the audit

of the annual financial statements.

OTHER MATTER

The financial statements of the Fund for the year ended 31 July 2019 were audited by another auditor who expressed an unmodified opinion

on those statements on 25 September 2019.

USE OF THIS INDEPENDENT REVIEW REPORT

This report is made solely to the members as a body. Our review work has been undertaken so that we might state to the members those matters

we are required to state to them in the Independent Review 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 members as a body for our review work, this report, or any of the opinions we have formed.

RESPONSIBILITIES OF THE MANAGER FOR THE INTERIM FINANCIAL STATEMENTS

The Manager, on behalf of the Fund, are responsible for:

–the preparation and fair presentation of the interim financial statements in accordance with NZ IAS 34 Interim Financial Reporting

and IAS 34 Interim Financial Reporting;

–implementing necessary internal control to enable the preparation of interim financial statements that are fairly presented and free

from material misstatement, whether due to fraud or error; and

–assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless they either intend to liquidate or to cease operations or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE REVIEW OF THE INTERIM FINANCIAL STATEMENTS

Our responsibility is to express a conclusion on the interim financial statements based on our review. We conducted our review in accordance with

NZ SRE 2410. NZ SRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the interim financial

statements are not prepared, in all material respects, in accordance with NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting.

The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International

Standards on Auditing (New Zealand). Accordingly, we do not express an audit opinion on these interim financial statements.

This description forms part of our Independent Review Report.

KPMG

Auckland

17 March 2020

Independent Review Report

TO THE MEMBERS OF FONTERRA SHAREHOLDERS' FUND

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 202009
Directory

REGISTERED OFFICE OF THE MANAGER OF THE FUND – NEW ZEALAND

109 Fanshawe Street

Auckland Central, Auckland 1010

Telephone: +64 9 374 9000

REGISTERED OFFICE OF THE MANAGER OF THE FUND – AUSTRALIA

C/o Fonterra Australia Pty. Ltd.

Level 2, 40 River Boulevard

Richmond, Victoria 3121

Telephone: +61 3 8541 1588

DIRECTORS OF THE MANAGER OF THE FUND

Philippa Jane Dunphy

Kimmitt Rowland Ellis

Andrew Webster Macfarlane

John Bruce Shewan

Donna Maree Smit

COMPANY SECRETARY

Andrew Cordner

SUPERVISOR

The New Zealand Guardian Trust Company Limited

Level 14, 191 Queen Street

Auckland Central, Auckland 1010

New Zealand

AUDITOR OF THE FUND AND THE MANAGER OF THE FUND

KPMG

18 Viaduct Harbour Ave

Auckland 1010

New Zealand

LEGAL ADVISERS TO THE MANAGER OF THE FUND

Chapman Tripp

Level 35, ANZ Centre

23 Albert Street, Auckland 1010

New Zealand

SHARE REGISTRAR – NEW ZEALAND

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Private Bag 92119, Auckland 1142

Telephone: +64 9 488 8777

SHARE REGISTRAR – AUSTRALIA

Computershare Investor Services Pty. Limited

Yarra Falls, 452 Johnston Street

Abbotsford, Victoria 3067

GPO Box 3329

Melbourne, Victoria 3001

Telephone: 1800 501 366 (within Australia)

Telephone: +61 3 9415 4083 (outside Australia)

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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