Chorus Limited/Announcement
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Chorus 2020 full year results & annual report

Full Year Results23 August 2020CNUCommunication Services

Chorus Limited
Level 10, 1 Willis Street

P O Box 632

Wellington

New Zealand


Email: company.secretary@chorus.co.nz


STOCK EXCHANGE ANNOUNCEMENT


24 August 2020


Chorus 2020 full year results & annual report


The following are attached in relation to Chorus’ FY20 full year results and annual report:

1. Media Release

2. Investor Presentation

3. Annual Report (including audited financial statements)

4. NZX Financial Results Announcement

5. NZX Distribution Notice

6. Letter to investors


Chief Executive Officer JB Rousselot, and Chief Financial Officer David Collins, will

discuss the FY20 full year results by webcast at 10.00am New Zealand time today. The

webcast will be available at www.chorus.co.nz/webcast

.


ENDS


For further information:


Brett Jackson

Investor Relations Manager

Phone: +64 4 896 4039

Mobile: +64 (27) 488 7808

Email: brett.jackson@chorus.co.nz



Steve Pettigrew

Head of External Communications

Mobile: +64 (27) 258 6257

Email: steve.pettigrew@chorus.co.nz

---

Distribution Notice

Updated as at 18 December 2019




Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer Chorus Limited

Financial product name/description Ordinary shares

NZX ticker code CNU

ISIN (If unknown, check on NZX

website)

NZCNUE0001S2

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies X

Record date 15/09/2020

Ex-Date (one business day before the

Record Date)

14/09/2020

Payment date (and allotment date for

DRP)

12/10/2020

Total monies associated with the

distribution

1


$62,228,818

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.19444444

Gross taxable amount

3

$0.19444444

Total cash distribution

4

$0.14000000

Excluded amount (applicable to listed

PIEs)

$0.00000000

Supplementary distribution amount $0.02470588

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6


100%

Imputation tax credits per financial

product

$0.05444444

Resident Withholding Tax per

financial product

$0.00972222

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

2%

Start date and end date for

determining market price for DRP

14/09/2020 18/09/2020

Date strike price to be announced (if

not available at this time)

29/09/2020

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product

$unknown

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

16/09/2020

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

David Collins

Chief Financial Officer

Contact person for this

announcement

Brett Jackson

Investor Relations Manager

Contact phone number

+64 27 488 7808

+64 4 896 4039

Contact email address Brett.Jackson@chorus.co.nz

Date of release through MAP


24/08/2020






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019



Results for announcement to the market

Name of issuer Chorus Limited

Reporting Period 12 months to 30 June 2020

Previous Reporting Period 12 months to 30 June 2019

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$959,000 -1%

Total Revenue $959,000 -1%

Net profit/(loss) from

continuing operations

$52,000 -2%

Total net profit/(loss) $52,000 -2%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.14000000

Imputed amount per Quoted

Equity Security

$0.05444444

Record Date 15 September 2020

Dividend Payment Date 12 October 2020

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.39 $1.64

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

This announcement should be read in conjunction with the

attached annual report, audited financial statements for the year

ended 30 June 2020 contained in that report, media release and

investor presentation.

Authority for this announcement

Name of person


authorised

to make this announcement

David Collins

Chief Financial Officer

Contact person for this

announcement

Brett Jackson

Investor Relations Manager

Contact phone number +64 4 896 4039

Contact email address Brett.Jackson@chorus.co.nz

Date of release through MAP


24/08/2020


Audited financial statements accompany this announcement.

---

Annual Report 2020
01 Chorus Board and management overview

21 Management commentary

31 Financial statements

69 Governance and disclosures

104 Glossary

Patrick Strange
Chair

Mark Cross

Chair Audit & Risk Management Committee

FY20 results overview

1 Excludes free education connections provided as part of Chorus’ COVID-19 response.

2 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key

performance indicator and we believe it assists investors in assessing the performance of the core operations of our business.

3 Based on the mean response to “How likely are you to recommend your company as a place to work?”

EBITDA

2

Customer satisfaction

DividendEmployee engagement score

3

Fixed line connections

1

Broadband connections

1

Fibre connections

1

Net profit after tax

FY20

24cps

FY19

23cps

FY20

8.5 out of 10

3

FY19

7. 6

FY20

751,000

FY19

610,000

FY20

$52m

FY19

$53m

FY20

1,206,000

FY19

1,196,000

FY20

1,415,000

FY19

1,450,000

FY20

8.1 out of 10

(target 7.9)

FY19

7. 7

FY20

$648m

FY19

$636m

This report is dated 24 August 2020 and is signed on behalf of the  Board of Chorus Limited.

Annual Report 20201
Dear investors

This year saw our broadband infrastructure

pass its greatest ever test. The COVID-19

pandemic meant New Zealanders were heavily

reliant on our copper and fibre network to keep

connecting, working and learning through

months of change and uncertainty. Our business

and our people rose to the challenge, helping

deliver strong operational results and further

cement broadband’s role as an essential utility.

Despite the operational restrictions and financial

impact of COVID-19, we were pleased to be able

to achieve our goal of modest EBITDA growth.

This was achieved through our ongoing focus on

reducing costs and reshaping our business for a

fibre-centric future.

We celebrated a significant milestone with the completion of

the original ultrafast broadband (UFB1) rollout in November.

There are now approximately 150,000 homes and businesses

remaining to pass in the UFB2 rollout area by the end of

2022. Together, these projects are delivering far reaching

socio-economic benefits, with a growing number of smaller

communities throughout New Zealand connected to fibre.

We’ve continued to see strong growth in fibre uptake,

up from 53% to 60% during the year. Just as importantly,

customer satisfaction with fibre installations rose from 7.7

to 8.1 out of ten. This exceeded our target of 7.9. Together,

these developments helped us deliver another strong

year of broadband connection growth, with an increase

of 10,000 lines. We finished the year with 1,415,000 fixed

line connections, down just 35,000 lines from the year

before. This was a marked improvement on the level of line

reductions experienced in prior years.

The good progress we made in optimising our business and

reducing costs meant we achieved EBITDA of $648 million.

This was up from $636 million in FY19 and was in line with

our February upgrade to EBITDA guidance of a range of

$640 to $655 million. Net profit after tax was $52 million

compared to $53 million in FY19.

While COVID-19 had a negative financial impact on EBITDA,

it has accelerated some of the positive underlying trends

that support our business. International telecommunications

providers are seeing a “fixed line renaissance”, with consumers

now placing even greater value on the reliability and capacity

of fixed line services relative to alternative wireless networks.

We’ve seen this reflected in demand trends on our network,

with a growing proportion of consumers opting for our

premium 1 gigabit per second plans.

The consumption of streaming services through

lockdown contributed to significant increases in monthly

broadband usage, while the almost overnight adoption of

videoconferencing services has reinforced the need for stable

upstream broadband performance.

Monthly average household data usage surged from 265GB

to 313GB across the year. Fibre customers averaged 387GB in

June, up from 341GB the year before,

The completion of the UFB1 rollout, together with the

suspension of non-essential rollout and connection activity

during the COVID-19 lockdown, saw a substantial drop in

overall capital expenditure from $804 million in FY19 to

$663 million this year.

The sudden suspension of non-essential field activity

through the lockdown period placed financial strain on

our service companies and we chose to provide $5 million

in financial support to them and their subcontractors.

This helped assist with reduced workflow and retain our

workforce for the rapid resumption of activity when alert

levels were relaxed. A relief fund of $2 million was also made

available to retailers to help address the expected increase in

bad debts for consumers and small businesses unable to pay

their bills during lockdown.

We were pleased to be able to play a part in supporting the

wider community deal with the consequences of COVID-19.

Where the Ministry of Education identified households

needing a broadband connection, for students to keep

up with their schooling, we made our existing network

connections available free of charge for a six-month period.

About 10,000 students had been connected under this

initiative by the end of FY20.

Our people helped make our COVID-19 initiatives happen,

and keep our essential infrastructure going, all while

embracing working from home in an extremely short

timeframe. They’ve shown great resilience through change

this year as we’ve begun reshaping our organisational

structure from a build to operate focus. Despite the resulting

reduction in staff numbers, employee engagement was 8.5 in

June 2020, up from 7.6 out of 10 in FY19. Our employee net

promoter score

1

also rose, from

+

28 to

+

67, putting us in the

top 5% of our international ‘technology’ company benchmark.

We continue to put considerable effort and focus into the

Commerce Commission’s process to establish the new

utility-style regime for our fibre access network. Aspects of

the Commission’s November 2019 draft decision were an

improvement on their earlier views. However, we believe the

proposed settings don’t yet reflect the commercial realities of

the network investment we’ve made since 2011. The various

phases of the implementation process will continue through

FY21, with the new framework to apply from January 2022.

A fully imputed final dividend of 14 cents per share will be

paid on 12 October 2020, bringing total dividends for FY20 to

24 cents per share.

1 Net Promoter Scores can range from -100 to +100 and are calculated

by subtracting the percentage of detractors (0-6 engagement score)

from the percentage of promoters (9-10 engagement score).

Annual Report 20202
Figure x:

Chorus UFB uptake

0%

50%

40%

30%

20%

10%

60%

70%

80%

90%

100%

UFB1UFB2Contractual target

FY12

FY19FY18FY17FY16FY15FY14FY13FY20

1.1 A major milestone: UFB1 complete

In November 2019, we celebrated the completion of our nine-

year contract with the Government to bring fibre to 28 major

towns and cities. The rollout of 28,000 kilometres of fibre was

achieved on time and within our guidance range of $1.75 to

$1.8 billion. The project was a textbook case study of how a

public-private partnership can combine the benefits of private

sector disciplines with broader socio-economic objectives.

We’re already approaching the halfway mark of the second

phase of our fibre rollout programme, UFB2. Together, the

UFB1 and 2 projects have, so far, made fibre available to about

1.2 million homes and businesses.

Our successful execution of the UFB programme is clear

when you consider the UFB1 contractual target was 20%

uptake by 2020. We finished FY20 with 751,000 active fibre

connections nationwide, up from 610,000 the year before.

Across the UFB1 area, fibre uptake grew from 54% to 63%

of homes and businesses. In our recently completed UFB2

areas, uptake has already reached 37%. The increased pace

at which consumers are embracing fibre, as it becomes

available, is evident from Figure 1 when you compare the

uptake rates of UFB1 and 2.

1.2 COVID-19 pauses fibre deployment

Fibre uptake would have been higher still had it not been

for COVID-19. When New Zealand entered Alert level 4 on

25 March we ceased all non-essential build, maintenance and

installation activity. This meant the UFB2 rollout went on hold

until the lockdown restrictions began easing from 27 April.

Although broadband was recognised as an essential service,

we could only perform physical broadband installations in

limited circumstances: for those premises that did not have

an existing fixed line, or where customers had business or

educational requirements not met by an existing service.

Our door-to-door fibre migration programme was also

suspended. Fibre installations slowed markedly, from a typical

average of 650 daily to about 100 a day and the number of

working installation crews dropped from ~640 to ~260.

As a result, on 27 March we announced a reduction in our

FY20 capital expenditure guidance from a range of $660

million to $700 million, to a new range of $610 million to

$650 million.

Behind the scenes, the telecommunications industry was

working together to keep networks operating. We worked

with retailers to fast track the handover and backhaul

capacity upgrades they needed to keep services congestion

free. We introduced a process to enable retailers to

temporarily disconnect business lines, so businesses wouldn’t

be charged while they couldn’t trade, and we waived our

reconnection fee. As the economic consequences of the

nationwide lockdown became clearer, we announced we

would delay an expected annual inflation increase on our

wholesale broadband charges until later in the year.

Other support measures included $5 million to support our

service company workforce and their subcontractors through

the period of reduced workflow, as well as a $2 million

relief fund to help retailers address expected increases in

customers unable to pay their bills during lockdown.

Figure 1:

UFB1 and UFB2 uptake rates

Annual Report 20203
World Cup in September/October 2019. This meant that when

the COVID-19 lockdown occurred, we were able to manage a

record peak in demand of 3 terabits per second (Tbps) on the

evening of 27 March. This was substantially higher than the prior

record of 2.6Tbps that we experienced during the streaming of

a Rugby World Cup quarter-final match.

Figure 2 shows how usage patterns changed from the pre-

lockdown period (in blue) to the Alert Level 4 lockdown period

(in green), and then began to moderate as restrictions were

gradually relaxed through Alert levels 3 and 2, enabling growing

numbers of people to return to work and school.

1.3 Broadband confirmed as the 4th utility

The demands placed upon our network as a result of

COVID-19 clearly confirmed broadband’s status as the 4th

utility. Broadband traffic increased by about 35% through

the lockdown period as New Zealanders were required to

connect, work and learn from home. This increase would’ve

been approximately 10% higher if global streaming services

such as Netflix and Youtube hadn’t limited the bandwidth

requirements of their streaming service. These measures

were intended to assist international network operators, but

they were in no way needed for our network because of the

significant capacity we had available.

Once fibre has been laid, we can continue to add capacity to

the fibre network by investing in network electronics. We’d

made substantial investment in capacity ahead of the Rugby

Figure 2:

Changes in downstream usage over COVID-19 lockdown period

Figure 2:

Changes in downstream usage over COVID-19 lockdown period

12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM

Time of day

Alert Level 2

21 May 2020

25 May 2020

26 May 2020

27 May 2020

Pre COVID-19

2 March 2020

3 March 2020

9 March 2020

16 March 2020

Alert Level 4

1 April 2020

2 April 2020

14 April 2020

16 April 2020

Alert Level 3

4 May 2020

5 May 2020

6 May 2020

7 May 2020

0

0.5

1.5

1.0

2.0

2.5

Downstream traffic (Tbps)

Annual Report 20204
Another notable development during the lockdown period

was the significant change in upstream traffic, with growth of

85%. This was because video conferencing services came to

the fore during lockdown as people sought a richer connection

experience than voice calls. Applications such as Zoom, Skype,

We believe increased daytime bandwidth demand and

consumers’ stronger focus on broadband reliability, particularly

for videoconferencing, is here to stay. Our consumer research

found that over two-thirds of those in the workforce want to

continue working from home or have flexible working days.

Google Hangouts and Houseparty, require two-way video

traffic. The effect on upstream data traffic on our network can

be seen in Figure 3. Interestingly, the staggered spikes in the

daytime traffic profile are consistent with video conferencing

meetings being scheduled on the hour and half hour.

About 26% of working New Zealanders believe their productivity

during lockdown was the same as being in the office, while 46%

thought they were more productive at home.

Figure 3:

Changes in upstream usage over COVID-19 lockdown period

Figure 3:

Changes in upstream usage over COVID-19 lockdown period

0

0.05

0.10

0.20

0.15

0.25

0.30

Time of day

22 April 202017 March 202023 April 202018 March 202021 April 202016 March 2020

Upstream traffic (Tbps)

12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM

Annual Report 20205
1.4 Data usage momentum continues

The combination of continuing growth in online streaming

demand and COVID-19 driven changes to consumer

behaviour saw peak time usage grow more than 30% from

the year before. That’s the equivalent of more than half a

million simultaneous high-definition video streams.

Translated to monthly average usage, households were

using 313GB in June 2020, up from 265GB last year. Fibre

consumers were averaging 387GB a month, compared to

198Gb for copper customers.

Our own and independent forecasts suggest average data

usage on fibre is likely to exceed 1,000GB a month by 2024.

This may be conservative. The increase is expected to be

fuelled by the proliferation of 4K television sets, followed

by 8K in the near future, and bandwidth hungry services

such as online gaming. The highest peak time usage during

the lockdown period, for example, coincided with the

international release of a game update for Call of Duty.

Figure 4:

Average daily internet usage across the Chorus network June 2018 – 2020

As data demand keeps growing, fibre’s ability to deliver

consistent throughput at dedicated speeds is a significant

competitive advantage. We’ve seen uptake of 1Gbps

connections on our network grow from 10% to 16% of mass

market fibre connections this year. Our consumer research

in the weeks following the COVID-19 lockdown indicates a

greater willingness from customers to consider upgrading

their broadband plans, to ensure broadband reliability.

An independent report, published by the Commerce

Commission in May, highlighted the strong performance of

fibre and copper broadband despite the increased bandwidth

demand through lockdown. In contrast to fixed line services,

their monitoring highlighted a 25% reduction in average

download speeds for wireless broadband, particularly at peak

times. This reflects the shared nature of wireless networks,

that makes them more prone to congestion. The report

also noted that fixed wireless connections are more likely

to experience issues with applications requiring low latency,

such as online gaming and video calls.

Figure 4:

Average daily internet usage across the Chorus network June 2018 – 2020

0

0.25

0.5

0.75

1.0

1.25

1.5

2.0

1.75

2.50

2.25

3.0

2.75

Time of day

Note: data represents average of traffic across all days in June, excluding corporate traffic.

June 2019June 2020June 2018

Network throughput (Tbps)

Peak traffic

of 3 Tbps

on 27 March 2020

12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM

Annual Report 20206
1.5 Keeping our focus on customer experience

We’re focused on continuing to do everything we can to make

it as easy as possible for consumers to get fibre connected.

Our overall customer satisfaction score for fibre installations

had increased to 8.1 by the end of FY20, up from 7.7 out of

ten at the start of the period. This was above our target of 7.9

and reflects the positive effects of various initiatives we’ve

implemented through FY19 and FY20. These included a focus

on reducing rescheduling, minimising site visits through our

fibre in a day process and managing a growing proportion

of installations through our door knocking programme.

Our technicians also continued to rate highly, with scores

increasing from 8.5 to 8.7 over the year. These were good

results, but we’re continuing to aim higher.

With fibre now installed in more than 800,000 homes and

businesses, we’re putting a greater focus on the switching

experience of customers when they move to fibre ‘intact’

premises. These are homes, or businesses, where fibre is

already installed and we just need to activate the broadband

service. We improved customer satisfaction in these instances

from 7.0 to 7.3 through the year, but we believe there’s plenty

of room to make the process much better for customers.

We’re working with retailers on ways we can do this.

Our digital systems are playing a growing role in simplifying

the end-to-end experience for consumers. Traffic on our

website, for example, doubled in the year as we’ve made it a

richer source of information for people wanting to learn more

about their broadband options and performance. Retailers

and service companies are embracing the online tools we’ve

deployed to improve the experience for customers. This

includes our new assurance channels that are providing

better diagnosis of faults and automate the dispatch of

technicians. We’ve seen a three-fold increase in the volume

of requests on these digital tools, including those used by our

internal teams, and this is helping streamline processes and

reduce our operational costs.

1.6 Driving fibre uptake as an active wholesaler

While demand for fibre is growing, the continuing evolution

of technology, market dynamics and industry regulation

means we operate in a dynamic sector. With some retailers

promoting access to their own mobile and fixed wireless

networks to their existing customers, we’ve adopted an

active wholesaler strategy. This means that we have a range

of in-market activity to promote uptake of our services

and help consumers understand that nothing beats a fibre

connection when it comes to reliable, uncongested and

unlimited broadband.

With rollout growth in our fibre footprint beginning to slow,

our active wholesaling activity has stepped up another level

and included:

• our own door knocking campaigns to drive hundreds of

daily fibre installation requests

• retailer incentives to connect customers on alternative

networks to our network

• sending selected consumers prepaid gift cards for

redemption on uptake of a fibre service

• advertising campaigns tailored to specific customer

segments

• improving our processes for property developer customers.

Our local fibre migration campaigns have proved highly

successful in stimulating additional fibre demand. We had

32,000 homes receive an installation through this programme

and we’re seeing about half of these customers switch their

fibre connection on within just six months.

1.7 Continuing to innovate

Another important aspect of being an active wholesaler is

our desire to keep innovating, finding new ways in which our

network can be used to make New Zealand better. During the

year we launched our new Hyperfibre services, utilising new

network technology that enables 2Gbps or 4Gbps symmetric

speeds. This equipment is only just beginning to be deployed

in other countries and we believe it will make big differences

for businesses that transfer large amounts of data, work in

the cloud, or rely on instantaneous communication.

Small businesses are an integral part of the economy and

we introduced a revised fibre product to provide them

with a faster fault restoration commitment. This puts small

businesses on an even footing with those that use our

premium fibre products.

For retailers, we developed a national tail extension

service so it’s easier for them to expand their fibre services

nationwide. This service means they only need one network

handover point, greatly reducing the cost of transport

services between multiple UFB areas and enhancing their

ability to grow a geographically dispersed customer base.

Annual Report 20207
With our new Wi-Fi capable fibre terminals installed in a

growing number of homes and businesses, we’ve taken a

new approach and co-developed a Wi-Fi service based on

detailed input from our retailers. The proposed new service

will remove the need for retailers to dispatch their own

routers to customers and enable customers to get their

broadband up and running almost straight away. This could

in turn reduce the retail cost of broadband for short term

customer connections, because retailers would no longer

need to recover the cost of a router over a short timeframe.

We’re taking a close interest in the release of the new Wi-Fi

standard, Wi-Fi 6. Wi-Fi 6 capable devices, like routers and

mobile phones, are now available and can deliver a big

step up in Wi-Fi performance with enhanced speed and

reduced latency. As well as enabling better home broadband

performance, Wi-Fi 6 is being seen as a potential alternative

to 5G in enterprise and other private environments where

cost effective capacity and support for a large number of

devices is important. We’re exploring the different roles

Wi-Fi 6 might play in complementing the unlimited capacity

provided by our fibre access products.

Figure 5:

Our network infrastructure

~600 exchanges~12,000 cabinets~300,000 poles

~40,000km duct network~54,000km fibre

~130,000km of copper

Annual Report 20208
The New Zealand broadband market remains

highly competitive. Since 2011 the fibre rollout

has been a trigger for consumers to reconsider

their choice of broadband provider, with

industry reports suggesting large incumbent

retailers continue to experience declining

market share. This reflects the way our open

access network fosters competition, by enabling

about 100 retailers to offer services on an

equivalent basis. Another notable feature of the

retail landscape in recent years is the growth of

retailers that bundle electricity and broadband

services.

Further competition is expected with Sky TV’s

announcement in April 2020 that it intends to become a

broadband retailer. Sky TV currently delivers most of its pay

TV content via satellite with about 586,000 subscribers.

However, it has increased its online delivery in recent years

and also reported 415,000 streaming subscribers, including

about 130,000 subscribers on the Lightbox streaming service

purchased from Spark.

The strength of our role as a neutral host, providing

independent network infrastructure to various service

providers, was reflected in our winning a new contract

with the Rural Connectivity Group. A joint venture between

New Zealand’s three mobile network operators – 2degrees,

Spark and Vodafone – the Group is building hundreds of

new mobile sites under a rural service agreement with the

Government. We’ve been selected to provide fibre backhaul

for their rural cellsites within fibre reach for a 10-year period.

We saw some industry consolidation during the year, with

the most notable development being Vocus’ purchase of

Stuff Fibre and its reported 20,000 customers. Infrastructure

funds also showed increasing interest in the New Zealand

telecommunications industry.

In May 2020, First State Investments announced an

agreement to purchase Ultrafast Fibre from its electricity

network owners. Their fibre network covers about

237,000 homes and businesses in the central North Island.

This follows Brookfield and Infratil’s acquisition of Vodafone

New Zealand in mid-2019.

2.0

The New Zealand

market

Figure 6:

The New Zealand fixed line market

Rationalisation, new entrants and new business models are disrupting the NZ market.

Note: Fibre to the premises will cover ~87% of NZ population by the end of 2022

Power + Broadband

Mobile networkWireless Broadband

Chorus

Nationwide network access

wholesaled to ~100 retail service providers;

Fibre to pass ~1.36m homes and businesses

Local Fibre Companies:

Enable – Ultrafast Fibre – Northpower

Fibre to pass ~450k homes and businesses

Retail Service

Providers:

Local Media:

(Broadcast)

Local Media:

(On Demand)

Fixed Line

Access

Networks:

TV3

3Now

BBC iPlayer Apple TV Google Play Netflix YouTube Hulu Amazon Disney+

International

media providers:

OnDemand

TVNZSky TV

Neon

Trustpower

Others e.g.

Slingshot, Orcon, Flip

Vocus

Vodafone TV

Vodafone

HFC cable in

Wellington +

Christchurch

(~60k customers)

Spark Sport

+Skinny

Spark

2degrees

Sky

Megatel

Nova Energy

Contact Energy

MyRepublic

Voyager

NOW

Annual Report 20209
2.1 Initial 5G deployments

In the months immediately following its transfer of ownership,

Vodafone New Zealand announced an intention to invest

in 5G capability. 5G coverage was switched on in parts

of Auckland, Wellington, Christchurch and Queenstown

in December 2019. Vodafone has said it hopes 25% of its

broadband customers will migrate to its fixed wireless network

and it will provide 5G fixed wireless services later in 2020.

Using its 4G network, it offers fixed wireless plans in datacap

tiers up to 600GB in major cities and urban regional centres.

Spark launched 5G in five provincial townships in late 2019

with fixed wireless broadband plans sold in three datacap

tiers: up to 60GB; 60GB to 120GB; and more than 120GB.

In Auckland, Spark offers plans of up to 600GB on its 4G

network. Spark announced the launch of 5G mobile and fixed

wireless services in Palmerston North in July 2020, with four

more centres to follow.

The Government had intended to hold an auction for short

term management rights, through to late 2022, for 3.5GHz

spectrum. This auction was cancelled in May 2020 as a result

of COVID-19 and the spectrum was directly allocated to

2degrees (60MHz), Spark (60MHz) and wholesale wireless

network operator Dense Air (40MHz). The auction of 3.5 GHz

rights beyond 2022 is yet to be scheduled.

The interim allocation of 3.5GHz spectrum is expected to

make further expansion of 5G coverage possible. However,

dates are yet to be announced for the auction of the millimetre

wave spectrum considered necessary for small cell coverage.

To date, international experience suggests the business

case for small cell deployments remains uncertain. We’re

continuing to explore opportunities to grow our backhaul and

co-location services for mobile network operators.

Our market driversWhat we’re focused on

Large vertically integrated retailers are encouraging

customers to use their own fixed wireless, cable

and legacy fibre networks to reduce their wholesale

network costs.

We’re an active wholesaler, promoting our extensive broadband

footprint through advertising, retailer campaigns and our own door

knocking initiatives. Our network supports about 100 retailers.

Competing fibre companies have overbuilt our

existing copper network with fibre as part of the

Government’s UFB programme.

We’re optimising our business in these competing areas and

maximising our broadband share in other areas experiencing

premises growth, particularly Auckland.

Traditional voice only connections are declining with

changing demographics and wireless service options.

We’re commercialising new potential revenue streams identified

by our innovation programme, such as data centres and smart

city connectivity.

Technology keeps evolving, with 5G potentially

enhancing the capability of mobile/wireless

technologies as a fixed line alternative for

low data users.

We see 5G as complementary technology with many more cellsites

likely to require fibre backhaul. Fibre is recognised as providing highly

reliable broadband, particularly at peak usage times. About 16% of our

fibre consumers are on 1Gbps services and we’ve launched 2Gbps and

4Gbps Hyperfibre products.

Figure 7:

Summary of key market trends

Annual Report 202010
3.0

Regulatory

environment

We operate our wholesale only network within

the regulatory framework established by the

Telecommunications Act. We’re also subject

to the requirements of four open access deeds

of undertaking for copper, fibre and Rural

Broadband Initiative services that focus on the

provision of services on a non-discriminatory

basis. This regime will remain in place outside of

the revised utility model now being implemented

by the Commerce Commission.

Approximately 40% of our FY20 revenues were from

copper services with pricing and terms regulated by the

Commerce Commission (the Commission) under the Act.

The Commission set a five-year schedule of pricing for our

regulated copper services in December 2015, following

a detailed price review process. Our fibre services aren’t

currently regulated with most instead subject to contractual

pricing and terms agreed with the Government as part of

our UFB contracts.

3.1 Moving to a regulated utility model

In November 2018, the Telecommunications (New Regulatory

Framework) Amendment Act passed into law with bipartisan

political support. This marked the culmination of five years

of policy review of the regulatory framework that applies to

our business and the decision to transition to a utility-style

framework for fibre access services.

Under the new framework our fibre investment will be

regulated according to a utility style building block model

from 2022. This model is already used to regulate other

New Zealand utility businesses, such as electricity lines

and gas networks. It is recognised as supporting private

sector investment to meet network upgrades and increasing

consumer demands through ongoing incentives to innovate,

invest and improve efficiency for the long term benefit

of customers.

Key features of the proposed regime are:

• deregulation of the copper network from 1 January 2020

in areas where fibre is available and the right to withdraw

copper services, where this is appropriate, subject to a

code being developed by the Commission.

• continued regulation of the copper network in areas

where fibre is not available, with copper pricing adjusted

for inflation.

• the regulated asset base (RAB) for fibre will include

unrecovered losses incurred before 2022, with pre 2011

assets valued at depreciated historical cost and post 2011

assets at depreciated actual cost.

• Crown financing will be treated according to its actual

cost to Chorus.

• key fibre prices will be frozen at 2020 pricing levels,

adjusted for inflation, until 2022.

• unbundling of the fibre network available in UFB1 areas

on a commercial basis from 2020.

Figure 8:

New regulatory framework to replace UFB contractual framework by January 2022

87% of population where fibre will be available by end of 2022Remaining 13% of population

Fibre access network

• Regulated asset base (RAB) with revenue cap

to be determined by Commerce Commission

• Price caps on contracted fibre products,

with annual inflation adjustment, until 2022.

Price caps then only apply to fibre voice service,

a fibre broadband service and direct fibre.

• Unbundled fibre (commercial price)

to be available in UFB1 areas from 2020

and UFB2 areas from 2026

• Three years after new regime commences,

the Commission can review the revenue

cap model and anchor products, subject to

specified conditions and statutory criteria

Copper - where fibre is available:

• Copper network to be deregulated and

Telecommunications Service Obligation

(TSO) removed

• Chorus can withdraw copper service,

subject to minimum consumer protection

requirements being developed by the

Commission and due in September 2020

Copper - where fibre is not available:

• Copper remains regulated and TSO applies

• Copper pricing capped at 2019 levels with

CPI adjustments

• Commission required to review pricing

framework no later than 2025

Annual Report 202011
The Commission is required to establish the key input

methodologies that set the framework for determining the

starting value of our regulated asset base, the regulatory

weighted average cost of capital, cost allocations, and

our maximum allowable revenue. It has been granted

a one-time deferral from 1 January 2020 until 1 January 2022

to complete its implementation work.

Indicative fibre regulation timeline

October 2020Input methodologies

final decision due

November 2020Input methodologies decision

due on financial loss asset

provisions

Q3 2020

Proposed approach & process

paper for price-quality decision

Q2 2021Draft price-quality decision due

Q3/Q4 2021Final price-quality

decision due

3.2 Fibre input methodologies

The Commission released its draft decision on the Fibre Input

Methodologies in November 2019. While the draft decision

improved on aspects of the Commission’s prior Emerging

Views paper, we and our investors have made subsequent

submissions on areas of concern, including:

• the implied WACC rate for the period to 2022 is still

below that required to ensure our cost of capital reflects

a fair return to investors, given the substantial investment

risks taken in financing the UFB rollout. In particular, the

Commission has proposed calculating the WACC each

year from 2011 through to 2022, by using the prevailing

5-year risk free rate that applied in each year.

• the proposed asset beta of 0.49 underestimates the asset

beta of a fibre network, particularly through the rollout

period. A higher asset beta was acknowledged by Crown

Fibre Holdings before the rollout began and has been used

by regulators for European fibre networks.

• the draft decision suggested no WACC uplift from the

50th percentile. This is completely at odds with all other

regulated utilities in New Zealand, and other international

regulators have recognised the need for an uplift to

encourage fibre network investment.

• while a small ex ante allowance to compensate for asset

stranding risk is considered, the indicated allowance

doesn’t adequately reflect the technological risk that could

emerge over time and the effect this could have on our

return on network investment.

A final decision is expected in October 2020, with a separate

decision on the financial loss asset due in November. This

will set the rules for a Price Quality Determination, which

will establish our revenue cap and quality requirements for 1

January 2022 to 31 December 2024. The final Price Quality

Determination is expected in late 2021.

3.3 Commercial services for fibre unbundling

We’ve built our fibre network to enable unbundled fibre

services by providing a second fibre to each premises.

This means retailers can choose to use our passive

infrastructure - fibre optic cables, ducts, and poles –

and their own broadband electronics, to deliver services to

customers. Unbundled services are available in our UFB1

areas

from today and will be in UFB2 areas from 2026.

We’ve developed commercial terms for these services,

including a monthly access charge of $28.55 per month

to cover access to the fibre between the premises and the

splitter, as well as $200 per month to access the feeder fibre

from each splitter to a central network point. The pricing

reflects the fact that passive infrastructure costs, known

as layer 1, comprise most of our rollout investment, with

broadband electronics, known as layer 2, representing a

very small component.

The architecture of the fibre network, with most customers

connected to street-based splitters, means the economics

of fibre unbundling are different from copper unbundling,

where exchange-based equipment could potentially serve

much larger numbers of customers. This means fibre

unbundling will most likely appeal to larger retailers.

Our pricing seeks to strike a fair balance between enabling

fibre unbundling and ensuring a competitive

playing field for all other retailers.

The Commission has said that it will develop guidance

on fibre equivalence and non-discrimination obligations

following concerns from some retailers about our proposed

pricing. This is expected in September 2020.

3.4 Copper withdrawal code

The Commission is developing a copper withdrawal code

that it aims to publish in September 2020. This will detail

the consumer protections and process that will regulate

when we’ll be permitted to stop providing copper services,

in areas where an equivalent fibre service is available.

Annual Report 202012
4.0

Making New Zealand

better

Infrastructure is at the heart of the delivery

of economic, environmental and social

sustainability. It’s also at the heart of

what we do. We’ve invested in substantial

upgrades of our communications

infrastructure for more than a decade,

enabling New Zealanders to access data at ever increasing

speeds and reduced latency. This investment means

New Zealand is one of just a few countries already well on

the way to becoming a Gigabit society.

• We completed an ADSL2+ fibre to the cabinet upgrade,

reaching 80% of the population, in 2012

• In partnership with Government, the Rural Broadband

Initiative between 2011-2016 connected fibre to rural

schools, hospitals and Vodafone towers. It also enabled

further expansion of our fibre to the cabinet and VDSL

footprint in rural areas.

• An upgrade to VDSL vectoring technology in 2018 gave

broadband speeds a further boost for tens of thousands

of homes across selected rural and urban areas

• Our fibre to the premises rollout began in 2011 and has

progressively extended gigabit speeds across larger towns

and cities. The UFB2 rollout is expanding this reach further

again, to hundreds of smaller communities, some with as

few as 50 premises.

Outside of these larger infrastructure projects, we’re

continually upgrading parts of our network as technology

evolves and changes in local demand, or investment barriers,

enable new investment. During FY20 we completed work

to remove the remaining first generation copper broadband

equipment serving some remote rural areas. This involved

laying 70 kilometres of fibre and installing about 160 VDSL

capable network nodes. Fibre was also extended to provincial

marae as part of a Government development project and we

built our first submarine fibre connection, to provide network

resiliency for Waiheke Island.

We continue to look for ways to bridge the challenging

economics of rural fibre investment. We collaborated with

a community near Akaroa, for example, to integrate the

extension of fibre with their waterpipe project. This was a

new model for us and helped connect about 40 homes.

Our network construction programmes

have been a significant source of

employment since 2011. However, the

biggest benefit is for New Zealand’s wider

economy over time. In 2012, Alcatel

Lucent’s Bell Labs estimated the rollout

of fibre could contribute more than $32 billion in economic

benefits to New Zealand over 20 years. A 2017 Sapere

Research Group study estimated the wider social benefits

from fibre uptake at about $2 billion annually. This was on

top of a $3 billion annual contribution business uptake could

make to Gross Domestic Product.

Businesses are making use of gigabit connectivity to innovate

and deliver new sustainable services both in New Zealand

and overseas. We’re continuing to enhance our products

to give businesses an added edge, with features such

as prioritised restoration. Our new Hyperfibre products,

offering 2Gbps and 4Gbps speeds, are unlocking a new

era of connectivity for customers such as film production

businesses who transfer large amounts of data.

Our network links communities across

New Zealand, providing the platform over

which a range of increasingly essential

digital services are delivered. Our work on

the Rural Broadband Initiative with Nokia,

for example, was recognised with the

Broadband Delivering Social Impact award at the Broadband

World Forum in FY19.

Broadband networks are set to play an even larger part in the

future of sustainable communities as technology evolves.

We’ve undertaken trials to explore how our infrastructure

may help develop the Internet of Things and other solutions

that make our communities more inclusive, safe and resilient.

This might include our cables connecting devices, such as

traffic lights and CCTV cameras, or it could involve the use

of our pole, cabinet and exchange assets as sites for other

network connectivity (e.g. mobile networks) and devices.

Education has been a major focus of our

work ever since schools were some of the

priority customers we first connected to

fibre by our urban and rural rollouts.

In recent years we’ve worked with

government organisations to explore

ways our network technology could bridge the digital divide

between those students who have broadband at home and

those who don’t. This has included trials using Wi-Fi access

points to enable students without home broadband to log in

to their local school network from home.

When COVID-19 forced the shutdown of schools across

New Zealand, our broadband network underpinned a rapid

transformation in education practices, as schooling was

shifted online. However, we were also concerned about

the effect an extended lockdown period could have on

the digital divide within school communities. We therefore

offered to switch our existing intact connections on for

We take a long term view of our network infrastructure investments and our people take pride in

delivering an asset for New Zealand’s ongoing social and economic betterment. The broadband

networks we build and maintain are closely aligned with the infrastructure-focused elements of the

United Nations Sustainable Development Goals.

Annual Report 202013
homes identified by the Ministry of Education as requiring

broadband for essential learning. About 10,000 homes have

been connected by retailers delivering broadband services

using our free wholesale connections. We’ve made this

service available for free for a six-month period.

COVID-19 has accelerated awareness of

how broadband can reduce the need for

carbon emitting activity. The widespread

availability of fibre means businesses

and employees throughout most of

New Zealand can adopt flexible work

options and video conferencing.

Faster adoption will magnify the potential environmental

benefits. The Energy Efficiency and Conservation Authority

has estimated if one in five New Zealanders opted to work

from home once a week, it would prevent 84 kilotonnes of

carbon dioxide entering the atmosphere annually. Swapping

business flights between Auckland and Wellington for an

online meeting could reduce transport emissions by another

65 kilotonnes.

We expect our investment in fibre to help us achieve an 80%

reduction in our scope 1 and 2 emissions, from our FY12 base

year, by 2030. The fibre network requires less electricity to

operate than our existing copper network and, as customers

migrate to fibre, we’ll begin to switch off some of the copper

network equipment. The fibre network will also require fewer

technician visits, leading to a reduction in vehicle related

emissions over time.

We’ve avoided a net cumulative 73 kilotonnes of

carbon dioxide equivalent emissions (CO2e) since FY12,

including Scope 3 emissions. Our FY20 emissions were

19 kilotonnes-CO2e, 44% lower than in FY12, with reductions

across all major sources. This included a reduction of

1 kilotonne of Scope 1 direct emissions, due to lower

generator diesel consumption and fewer refrigerant losses.

Scope 2 electricity emissions reduced by 5 kilotonnes

from our FY12 base year. Network electricity consumption

accounted for 89% of combined Scope 1 and 2 emissions.

Emission reductions were mainly due to a greening national

electricity grid and energy efficiency improvements.

The national grid has been over 80% renewable since 2015,

although carbon intensity has increased over the past

few years.

Scope 3 value chain emissions were 9 kilotonnes and have

halved since FY12. This is driven by reduced electricity

consumption by customers’ network located in our

exchanges. Our field service vehicle fleet, excluding

subcontractors, accounted for 56% of measured Scope

3 emissions. The COVID-19 lockdown and increased

videoconferencing meant our travel emissions were 40%

below base year levels.

0

10

5

15

Kilotonnes CO

2

e

Figure 9:

Scope 1 and 2 Emissions

Note: FY20 electricity emissions have been estimated in advance of the release of

government electricity generation and emission data. Service company fleet emissions

are included in Scope 3 value chain emissions because the vehicles are owned and

operated by third parties. Our FY19 reporting again achieved a B rating from CDP, a global

organisation that collects self-reported environmental information.

Electricity

Diesel generators

Refrigerant

Company vehicles

Natural gas

FY12FY13FY14FY15FY16FY17FY18FY19FY20

While enhanced broadband infrastructure

was previously acknowledged as helping

medical practitioners deliver telemedicine

for regional patients, no-one had envisaged

the degree to which COVID-19 would

normalise telemedicine as a solution for

urban medical practices. Hospitals and medical centres have

fibre readily available because they were priority customers

for our urban and rural fibre rollouts. We expect COVID-19 to

stimulate greater adoption of broadband-based technology

solutions for health purposes in the coming years.

For our own business, COVID-19 spurred an increased focus

on the mental wellbeing of our people while they were

required to work from home. We delivered webinars from

mental health experts and partnered with Mentemia, a local

online app providing mental health and wellbeing resources,

led by Sir John Kirwan. Our internal mental support network

increased the frequency of their meetings to provide peer

support and helped identify specific matters we could focus

our resources on. These included online fitness videos, a

working with children webinar, nutrition and mental health

motivation sessions.

We ran monthly engagement surveys through the

heightened Alert Levels. These helped us understand

employee wellbeing in greater detail and measure the

effectiveness of our COVID-19 response.

Annual Report 202014
4.1 Our people

We monitor employee engagement regularly as part of our

commitment to building an inspiring culture and improving

customer experience. We were pleased to grow employee

engagement from 7.6 out of 10 in FY19 to 8.5 in June 2020.

The increase in our employee net promoter score, from

+

28

to

+

67, puts us in the top 5% of our international ‘technology’

company benchmark. Our company values, culture and

concern for wellbeing continue to rate highly.

Our people said we responded appropriately to the

COVID-19 pandemic with an average score of 9.5 out of ten.

This reflected our comprehensive programme of work to

ensure people were informed and kept connected with each

other through an uncertain time. The nature of our business

meant we were able to rapidly transition to online working

from the start of the lockdown period. With an existing

flexible work policy and technology platforms that enable

remote working, we’re considering how we can continue to

improve the flexible options available for our people.

We continue to evolve our employee benefits programme

to help shape our culture. In addition to two wellbeing

leave days we’ve now launched a new parental leave policy

– Families@Chorus – that provides up to eight weeks paid

leave for all new parents.

Employees can also take a volunteer day each year

to undertake activities in their local community. About

2,700 volunteer days have been used since we began

the programme in FY13. Given the limitations created by

COVID-19 this year, employees who hadn’t used their

volunteer day could select a charity to receive the equivalent

of a day’s pay. This saw $207,000 donated amongst four

charities: Lifeline, Women’s Refuge, KidsCan and the

Porirua E-Learning Trust.

The structure of our organisation also underwent some

change this year as we began the transition from a build

to operate focus. We merged our Network and Field

Management team with our Customer Care team during the

year to reflect the changing nature of our work focus now that

the fibre rollout peak is behind us. This meant a reduction in

roles and we finished the year with 870 permanent and fixed

term employees, down from 918 at the end of FY19.

In November, we bade farewell to chief executive

Kate McKenzie when she returned home to Australia after

leading the company for almost three years. JB Rousselot

has stepped easily into the role from the Australian equivalent

of Chorus, NBN Co, where he previously held roles as Chief

Strategy Officer and oversaw network and service operations.

JB has a great mix of skills and telecommunications industry

experience, to help drive our focus on making the most of

our fibre network’s potential.

For more information on our people, see the Diversity &

Inclusion section on page 86.

4.2 Keeping communities connected

A large part of our everyday work is focused on providing a

stable and reliable network for customers. New Zealanders

place great reliance upon the availability of our network both

as a utility service for their daily lives and businesses, as well

as a critical lifeline service in times of emergency. Our people

and technicians often go the extra mile to keep communities

connected when extreme events occur.

The substantial investment we’ve made in deploying fibre

to the premises has increased our network’s resilience

to climate-related risks. Fibre is less susceptible to water

and lightning related faults than the cables and street-

based electronics in the copper network. This has been

demonstrated by low fibre fault volumes in extreme weather

events, including tornadoes and flooding.

Earthquakes remain a primary focus for our network resiliency

planning. In the past, network damage from large quakes was

largely restricted to localised copper cables, with minimal

damage to exchange buildings. We have a comprehensive

insurance programme typical of large scale infrastructure utilities,

covering all risks of physical damage and business interruption for

above ground assets. Specific cover is provided for earthquake

damage to underground cables in Auckland, Hamilton,

Wellington and Dunedin. We undertake probability based loss

estimate modelling to ensure that the policy limit covering

material damage and business interruption is adequate.

The average duration of network interruptions was 23 hours

across our fibre and copper network in FY20. This was within

our targeted service levels, but was up from 18 hours in FY19,

partly due to the effects of several large storm events. We met

our fibre service level targets as contracted with the Crown:

• Layer 1: actual downtime of 40 minutes vs limit of

120 minutes (FY19: 50 minutes)

• Layer 2: actual downtime of 1 minute vs limit of 30 minutes

(FY19: 1 minute)

We worked with and supported a wide range of groups and

organisations in FY20, including:

• industry and government organisations such as TUANZ,

InternetNZ, the Telecommunications Forum (TCF) and

Local Government New Zealand

• membership and initiatives with Business NZ and

Infrastructure NZ

• the creativebusinessnow.nz campaign, promoting New

Zealand’s creative media industry globally, in the wake of

COVID-19

• enabling online viewing of the Doc Edge 2020

documentary film festival for the first time, with subsidised

tickets, free short movies and free screenings for schools

• School Gateway Programmes, our fifth year of offering

insights into the telecommunications industry, with NCEA

credits, to groups of year 12 and 13 students in Auckland,

Wellington and Tauranga

• partnership with Squawk Squad to develop and grow their

digital education platform in NZ schools for an eight-week

programme on the environment and climate change

• providing community groups with technology-related gifts

as part of our Little Fibre Miracles initiative to mark the end

of phase one of our Ultra-Fast Broadband rollout

Annual Report 202015
• Digital Journey, a social enterprise that delivers digital

projects and initiatives to support businesses to deploy,

use, understand and benefit from digital services

• support for NZ TechWeek, with training seminars for

older consumers to learn the benefits of smart home

applications and broadband technology.

• partnership with Keep NZ Beautiful, local councils,

business associations and community beautification

groups to select about 120 of our street cabinets for

illustration by local artists

• a range of community support, learning and art

organisations that use subsidised space within our

exchange buildings.

As we approach the end of the UFB rollout we’re

concentrating on the transition that will be required in

the way we operate and maintain our network assets.

The volume of build work has begun declining with the end

of the UFB1 rollout. The volume of network faults requiring

technician support is also reducing as customers transition

from our copper network either to our fibre network, or

alternative fibre and wireless networks. With our fibre uptake

at 60%, the volume of new fibre installations required each

year is also expected to begin declining.

We work closely with our service company partners to

maintain our workforce at sustainable levels so we can

meet customer demand for fibre connections and deliver a

good customer experience. They have completed strategic

workforce plans for the expected decline in workforce

numbers as the UFB rollout winds down.

Fixed price contracts are in place for the remaining UFB2

network deployment and for subsequent connections to

customers. Contracts are in place through to March 2022

for maintenance of our copper and fibre networks, as well

as new fibre build outside our planned UFB areas.

4.3 Focus on our supply chain

We’re committed to doing the right thing by people working

on our behalf, including those workers who’ve come to

New Zealand to build a better life for themselves and their

families. We commissioned an independent review into

our subcontractor workforce in FY19, after the Labour

Inspectorate identified allegations ranging from poor labour

standard practice (e.g. poor record keeping, non-payment of

holiday pay) through to a small number of serious allegations

of exploitation.

The Board receives regular updates on the implementation

of initiatives recommended by the review. Action we’ve taken

so far includes:

• incorporating a supplier code of practice into key supply

contracts

• setting up a trust fund to support workers affected by

discontinued contractors

• establishing a worker welfare portal and independent

whistleblower process

• requiring subcontractors to complete training that ensures

awareness of minimum employment standards, along with

mandatory statutory declarations of compliance

• implementing some changes to payment codes and

processes to improve fairness and transparency

• barring 28 companies from working on our network, out of

approximately 800 subcontractors.

Contract

scope

Maintenance of copper

and fibre; fibre build

outside UFB areas

Connecting premises

to fibre

UFB2 network build

ContractorDowner

Visionstream

UCG

Visionstream

Broadspectrum

Electronet

Visionstream

Contract

period

Until

March 2022

Until

March 2022

Until

December 2022

Figure 10:

Service company contracts

Annual Report 202016
5.0

4.4 Health and safety

The health, safety and wellbeing of our people is paramount.

No business objective will be prioritised over the health or

safety of any person. This includes our direct employees

and the thousands of people working on our behalf to build,

connect and maintain our network. Our health and safety

focus extends to anyone who is in, or in the vicinity of,

our workplaces.

We’ve established an open reporting culture and work

with our contractors and suppliers to ensure their systems

and procedures meet our health and safety expectations.

Technicians must undergo induction training, including health

and safety, before conducting any work on our behalf.

Worker welfare was a priority for us as we developed our

response to the COVID-19 pandemic. We worked closely with

our service company partners to develop clear guidelines for

work that could be undertaken through the lockdown period

and kept customers informed of our focus on social distancing

practices. We also sourced and provided additional personal

protection kit to service companies.

0

1

2

3

4

5

6

Injury frequency rate

2.43

0.78

2.67

0.61

FY19FY18

TRIFRLTIFR

LTIFR: number of lost time injuries + medical treatment injuries

+ restricted work injuries divided by total work hours × 1,000,000

3.10

1.16

FY20

Figure 11:

Injury frequency rates FY19 – FY20

The volume of work performed, including our service

companies, reduced from 13 million work hours in FY19

to 10 million in FY20. This was due to a combination of the

end of the UFB1 rollout, changed installation processes and

the suspension of non-essential work during the

COVID-19 lockdown.

The Total Recordable Injury Frequency Rate (TRIFR) decreased

from 2.67 to 2.43 with an overall reduction in the number of

injuries requiring medical treatment. The main injuries were

sprains and strains and hand lacerations caused by manual

handling activity. There were no fatalities. Although the

number of lost time injuries remained stable year on year, the

reduction in work hours meant an increase in the Lost Time

Injury Frequency Rate (LTIFR) from 0.61* in to 0.78. Our results

are favourable when benchmarked with other infrastructure

companies, with the next closest result a TRIFR of 7.16 and LTIFR

of 2.69 (May 2020 results).

For FY21, we’re focusing our efforts on the continuous

improvement of governance and operational assurance.

Our approach is prioritised by our critical risks, such as vehicle

accidents and electricity network strikes when digging.

We’re benchmarking our assurance and management

activity against the three lines of defence risk management

methodology. The capabilities of our people and continued

collaboration with our service company partners to enhance

health and safety practices is a constant priority.

* FY19 LTIFR previously reported as 0.53 was updated to 0.61 following

reclassification of an incident

Annual Report 202017
assurance and feedback on our assessments and controls.

This includes testing our security incident responses and

liaising with New Zealand’s National Cyber Security Centre

on advanced cyber threats. We have insurances for key

cybersecurity risks.

We recorded no material cybersecurity incidents or privacy

complaints from regulatory bodies in FY20.

4.6 Waste and recycling

We have an extensive waste minimisation process for

network activities. In FY20, we recovered 195 tonnes of

waste ducting from our fibre rollout for re-use in the local

manufacturing of new duct. About 37 tonnes of redundant

metal network components were recovered for recycling.

About 24 tonnes of batteries and 4 tonnes of e-waste

were diverted from landfill. We recorded no significant

environmental incidents during the year.

4.5 Cybersecurity and privacy

As a wholesale network operator, rather than a retailer,

we don’t bill consumers directly for broadband or phone

services. This means we hold very limited consumer

information. For the information we do hold, we adhere

to the requirements of the New Zealand Privacy Act. The

Telecommunications Information Privacy Code (2003) also

stipulates that we must not collect telecommunications

information except in limited exceptional circumstances.

We provide our people with annual information security

and awareness training.

Our Board receives comprehensive cybersecurity reports

every six months, with interim updates as required. We

have detailed policies, processes, and registers to ensure

cybersecurity is addressed through technology selection,

network delivery practices, and ongoing operations and

protection of our IT systems. We undertake regular reviews,

including external audits and ad-hoc reviews, to provide

Annual Report 202018
5.0

Outlook

COVID-19 has both underlined broadband’s

role as an essential utility, while also increasing

global appreciation of the true value of a fibre

network. We’re thankful that New Zealand

made infrastructure choices a decade ago that

have allowed us to be in the enviable position

of having already deployed fibre to most

New Zealanders. This has meant that demand for

our services has continued to be strong, despite

the wider economic impact of the pandemic.

We’re hopeful this demand continues and we’ll

keep considering ways we can support the wider

community and economy beyond the various

initiatives we’ve already undertaken.

With the UFB rollout winding down, our focus is all about

connecting more New Zealanders to fibre. We’ve put this at

the top of our strategic focus with a target of 1 million fibre

connections by 2022. This is a substantial step up from the

751,000 connections we have today, but we know the socio-

economic benefits of fibre connectivity make it a worthwhile

goal. The sustainability of our business rests on making

New Zealand better, by bridging digital divides and enabling

work, education and creativity through better broadband.

It’s reflected too in one of the four pillars of our strategy: to

win in our core fibre business. In FY21, you can expect to

see us continuing to lift our activity as an active wholesaler.

We’ll be knocking on a whole lot more doors and providing

targeted incentives to retailers and customers to sustain the

connection momentum we’ve built up over the last year.

We know there will be increased competitive intensity as mobile

network operators seek to leverage their own 5G investments,

but we have the utmost confidence in our product. As the

Commerce Commission has shown through its reporting,

fixed line services clearly outperform shared wireless networks

on key measures such as latency and concurrent streaming

on multiple devices. We believe recent COVID-19 experiences

and the shift to more home-based work mean Kiwis will value

unlimited data and rock solid broadband like never before.

Although the Commerce Commission is expected to publish

a copper withdrawal code before the end of 2020, we’re not

going to switch copper off overnight. There’ll be lengthy notice

requirements that we’ll need to follow and we’ll take a careful,

considered and consumer-centric approach. As we’ve said

before, it will only be where fibre is already available, and on a

localised street-by-street basis. Consumers should, therefore,

be aware that suggestions of needing to immediately change

networks because of a ‘pending shutdown of copper’ may not

be correct. Many retailers provide services across our copper

and fibre network, so consumers might wish to shop around by

visiting websites like www.broadbandcompare.co.nz.

The gradual withdrawal of copper services is linked closely

with another of our strategic pillars, the optimisation of

our non-fibre assets. As our network becomes increasingly

fibre-centric we’re looking closely at the assets we need

to deliver services into the future. We’ve already begun to

dispose of non-essential network sites and are reshaping

our investment programmes to better reflect ongoing local

demand. The removal of legacy broadband equipment

from our network should also start to reduce ongoing

maintenance and electricity costs.

At the same time, we keep exploring opportunities to grow

new revenues. Our innovation programme has successfully

identified several initiatives that we’ve moved through to

product stage, such as our edge centre facilities and the

impending launch of a Wi-Fi service using our latest in-

home fibre network devices. We have more ideas in the

pipeline, including exploring the opportunities created by

technology developments like the latest Wi-Fi standard,

Wi-Fi 6. As technology and consumer demands evolve,

we’re conscious too of the need to look for potential new

partnerships and wholesale customers that might deliver

innovative new services for consumers.

Annual Report 202019
The changes to our strategic focus are of course occurring

against the backdrop of our shift from building to operating

our new fibre network, and the shift to becoming a regulated

utility from January 2022. While these aren’t immediate

changes, they’re already shaping the way we think about

Chorus’ future operating model. We know, for example,

that we’ll need to develop core utility functions such as

compliance and asset management that are subtly different

from the way we’ve traditionally operated. Our organisation

and our service company partners will also need to keep

evolving as the fibre rollout winds down and we no longer

have to operate a copper and fibre network side by side.

Underpinning this all, is of course the expectation of a clear

and certain regulatory environment that supports ongoing

infrastructure investment. We, and many investors, continue

to advocate for a fair return that respects the risks taken in

the first decade of our partnership with Government and

the longer-term nature of our investment. As we’ve said

previously, while the Commission’s November 2019 draft

decision was an improvement on its earlier views, there

is still a significant gap between retrospective economic

assumptions and commercial reality. Under the current

proposed settings, investors will not consider UFB a model

for the successful transformation of more New Zealand

infrastructure.

We know too that investors are rightly interested in more clarity

of our future dividend intentions, given the constraints on past

returns through the UFB investment cycle. Our intention is that

in FY22 we’ll transition to a more utility-like dividend policy,

based on a pay-out range of free cash flow. This transition

period will be moderated by the need to balance our BBB

credit rating with the ongoing investment needed to complete

the UFB rollout and fibre connections. In the meantime, we’ve

provided more commentary on our proposed approach in

the full year results presentation, as well as guidance of a FY21

dividend of 25 cents per share.

Our strategic focus

Annual Report 202020

Annual Report 202021
Management

commentary

22 In summary

23 Revenue commentary

24 Expenditure commentary

28 Capital expenditure commentary

29 Long term capital management

Annual Report 202022
2020

$M

2019

$M

Operating revenue 959 970

Operating expenses (311) (334)

Earnings before interest, income tax, depreciation and amortisation 648 636

Depreciation and amortisation (402) (393)

Earnings before interest and income tax 246 243

Net finance expense (173) (165)

Net earnings before income tax 73 78

Income tax expense (21) (25)

Net earnings for the year 52 53

In summary

1 Excludes free education connections provided as part of Chorus’ COVID-19 response.

We report earnings before interest, income tax, depreciation

and amortisation (EBITDA) of $648 million for the year ended

30 June 2020 (FY20), an increase of $12 million on the prior

year (FY19). Net earnings decreased by $1 million year on year.

The FY20 results reflect the positive benefits of a continued

decline in network maintenance costs and a reduction in

annual regulatory levies. However, there was also a net

$12 million impact to EBITDA from the COVID-19 lockdown.

We responded to the broader effect of COVID-19 on our

industry and community with funding for a range of support

initiatives, while work restrictions reduced both maintenance

and capitalisable work.

Depreciation has increased, reflecting the continued rollout

of our network partially offset by older software assets

coming to the end of their useful lives. There has been a

net increase in finance expense due to an overlap in debt,

between the new Euro Medium Term Notes (EMTN) issued in

December 2019 and the old EMTN repaid in April 2020. This

increase is also due to a full year of interest being incurred on

the NZD Bond issued in December 2018.

Capital expenditure of $663 million was above the revised

FY20 guidance range of $610 million to $650 million,

because of a faster than expected resumption of fibre

installations after the lockdown period ended.The significant

decrease from FY19 capital expenditure of $804 million was

due to the conclusion of the UFB1 rollout in December 2019,

ongoing reductions in copper network spend, as well as the

reduced activity during the COVID-19 lockdown period.

We will pay a final dividend of 14 cents per share on

12 October 2020 and the dividend reinvestment plan will

be available.

Connections

30 Jun 2020

Connections

31 Dec 2019

Connections

30 Jun 2019

Fibre broadband (GPON)740,000681,000599,000

Fibre premium (P2P)11,00012,00011,000

Copper VDSL221,000242,000270,000

Copper ADSL245,000283,000327,000

Data services over copper4,0004,0005,000

Unbundled copper15,00018,00024,000

Baseband copper179,000192,000214,000

Total fixed line connections

1

1,415,0001,432,0001,450,000

Management commentary

Annual Report 202023
Revenue commentary

2020

$M

2019

$M

Fibre broadband (GPON)393294

Fibre premium (P2P)7374

Copper based voice82106

Copper based broadband271344

Data services over copper1618

Value added network services2930

Infrastructure2424

Field services products6574

Other66

Total revenue959970

Revenue overview

Our product portfolio encompasses a broad range of

wholesale broadband, data and voice services across a

mix of regulated and commercial products. Revenues of

$959 million decreased from FY19 revenues of $970 million.

This largely reflected a reduction of 35,000 total fixed

line connections from FY19, as customers migrated to

alternative fibre and wireless networks. These line losses

were predominantly copper based voice connections and

were partly offset by an increase of 10,000 broadband

connections over the year, together with increases in average

revenue per user across our fibre broadband services.

Fibre broadband (GPON)

Fibre broadband revenues continue to grow as customers

migrate to our growing fibre network and broadband

penetration increases. Fibre broadband connections grew by

24% to 740,000, with about 69% of connections on 100/20

Mbps plans, down from 71% in FY19. Uptake of 1 Gbps plans

grew from 10% to 16% throughout the year, driven by our

incentive campaigns to promote higher speed plans. This

revenue category was also impacted by $1 million of relief

provided by Chorus to customers for their losses incurred

over the COVID-19 lockdown.

Fibre premium (P2P)

Fibre premium (point to point) revenues remained in line

with FY19. Direct Fibre Access Service and other backhaul

connections grew to 5,600 and 2,100 connections

respectively, largely offsetting ongoing reductions in

legacy point to point connections.

Copper based voice

Copper based voice revenues continue to decline as

customers migrate to either a fibre based connection on our

network, or to alternative fibre and wireless networks. The

pace of decline slowed from 54,000 baseband copper lines

in FY19 to 35,000 in FY20. Unbundled copper connections

declined at the same rate as the prior year.

Data services over copper

Data services over copper connections continued to decline

as retailers transition business customers from legacy

services to cheaper fibre based services, either on our fibre

network, or on alternative local and CBD fibre networks.

Copper based broadband

Copper based broadband revenue continues to decline as

customers migrate from our ADSL and VDSL broadband

services to either our fibre network, or alternative fibre and

wireless networks. This revenue category was also impacted

by $1 million of relief provided by Chorus to customers for

their losses incurred over the COVID-19 lockdown.

Annual Report 202024
Value added network services

Value added network services revenue declined slightly in

FY20. The main driver for this revenue category is national

data transport services, which provide network connectivity

across legacy backhaul links and aggregation handover links.

Infrastructure

Infrastructure revenues remained flat year on year. While

there was ongoing growth in demand for commercial

co-location, this was largely offset by a reduction in demand

for unbundled copper access space in exchanges.

Field services

Field services revenue reduced by $9 million relative to FY19,

due to reduced demand across a range of field services.

These included copper-based installations, new property

developments and roadworks, as well as the effect of

COVID-19 restrictions on field activity.

Other

Other income largely consisted of revenue generated from

the provision of billing and network management services to

Spark, and settlements.

Expenditure commentary

Operating expenses

2020

$M

2019

$M

Labour8074

Network maintenance6475

Other network costs2933

Information technology4750

Rent and rates1313

Property maintenance1217

Electricity1517

Provisioning56

Insurance33

Consultants97

Regulatory levies716

Other2723

Total operating expenses311334

Total operating expenses were $311 million in FY20,

a 7% reduction from $334 million in FY19. This reflected

our continued focus on reducing overall costs,

supported by the network maintenance benefits of

an increasingly fibre-centric customer base and a net

reduction in regulatory related costs. These savings

were partly offset by COVID-19 cost impacts.

Labour

Labour of $80 million represented staff costs that were not

capitalised. At 30 June 2020 we had 870 employees, a 5%

decrease from 30 June 2019 of 918 employees. These staff

reductions were due to the conclusion of the UFB1 fibre

rollout and the resulting merger of our Network and Field

Management team with our Customer Care team.

However, labour costs increased by $6 million from FY19

due to:

• COVID-19 related reductions in capitalisable activity and

an increase in annual leave provisions; and

• Additional staff and contractors required to support our

transition to the new regulated utility framework.

Labour costs and the associated overheads in relation to the

UFB build and connect activity are capitalised. As this activity

reduces over time, we expect the related labour cost savings

to be largely capital in nature.

Annual Report 202025
Network maintenance

Network maintenance costs reduced by $11 million from

FY19. This was due to fewer network faults and technician

visits as a result of a number of factors, including:

• Very dry weather conditions in the upper North Island for

much of FY20;

• An ongoing decrease in fault volumes as more customers

are connected to the newer fibre network and our total

connection numbers reduce; and

• A reduction in reported faults and third party damage to

the network through COVID-19 alert levels 3 and 4.

While the volume of technician visits reduced, the average

cost per fault increased with a higher mix of higher cost

faults on our fibre street network.

Other network

Other network costs are variable year to year and include

a range of costs associated with service partner contracts,

fibre access from third parties, roadworks projects, fibre

order cancellations and network spares. In FY20, these costs

included approximately $5 million in payments to service

companies for COVID-19 support. Total costs were lower due

to reduced activity and outgoings across a range of areas.

Information technology

Information technology costs were down $3 million

compared to FY19. The ongoing replacement of legacy

shared systems with our own in-house solutions has

achieved lower maintenance and support costs.

Rent and rates

Rent and rates costs relate to the operation of our network

estate including exchanges, radio sites and roadside cabinets.

These costs include rates that are levied on network assets

both above and below ground. Increases in rates expenditure

for FY20 have largely been offset by reductions in building

operating costs.

Property maintenance

Property maintenance costs decreased in FY20, as FY19 costs

included deferred maintenance activity and the COVID-19

lockdown prevented some programmed work from being

undertaken in FY20.

Electricity

Electricity costs decreased in FY20 due to lower electricity

prices and consumption. About 50% of our electricity

requirements have been hedged, with a current end date of

June 2022.

Provisoning

Provisioning represents costs to provide connection services

that are unable to be capitalised. These costs are reducing as

the level of copper related activity reduces.

Consultants

Consultant costs increased by $2 million from FY19 as

we engaged consultants to provide advice and support

implementing the new regulated utility framework applying

to our fibre access network from January 2022.

Regulatory levies

Regulatory levies reduced by $9 million compared to FY19.

This reflected a reduction in our share of the FY18/19

Telecommunications Development Levy and confirmation

that our contribution will reduce further for the FY19/20

period when the total industry levy reduces from $50 million

to $10 million.

Other

Other costs include expenditure on general costs such as

advertising, telecommunications, travel, training and legal

fees. These increased by $4 million in FY20, mainly as a result

of increased marketing expenses to support our copper to

fibre migration initiatives.

Annual Report 202026
Depreciation and amortisation

2020

$M

2019

$M

Estimated

useful life (years)

Weighted average

useful life (years)

Fibre cables103902020

Ducts, manholes and poles544820-5049

Copper cables606110-3022

Cabinets37415-2017

Property15155-5025

Network electronics62602-2510

Right of use assets141310-5027

Other1–2-106

Less: Crown funding (27) (25)

Total depreciation319303

Amortisation

Software

49 562-105

Other intangibles––6-3522

Customer retention 34 34 0-44

Total amortisation8390

The weighted average useful life represents the useful life in

each category weighted by the net book value of the assets.

During FY20, $663 million of expenditure on network and

intangible assets was capitalised. The ‘UFB communal’ and

‘Fibre connections and fibre layer 2’ included in ‘fibre’ capital

expenditure was largely capitalised against the network

assets categories of fibre cables (45%) and ducts, poles and

manholes (40%). The average depreciation rate for UFB

communal infrastructure spend is based on an estimated life

of 40 years, reflecting the very high proportion of long life

assets being constructed.

Software and other intangibles largely consist of the software

components of billing, provisioning and operational systems,

including spend on Spark-owned systems.

We expect that incremental costs incurred in acquiring new

contracts with new and existing customers are recoverable.

These costs are capitalised as customer retention assets.

Capitalised customer retention assets are amortised against

expenses when related revenues are recognised, either

upfront or over the life of the contract (currently estimated to

be within a maximum of four years). In FY20, the amount of

amortisation was $34 million and there was no impairment in

relation to the costs capitalised.

Our depreciation profile is expected to reflect the greater mix

of longer dated UFB assets we’ve been building since 2011.

The offset of Crown funding against depreciation is expected

to increase over time until the UFB build is completed in

December 2022 and the contracted Crown funding is

received. The associated amortisation credit to depreciation

will continue to increase accordingly.

Annual Report 202027
Finance income and expense

(Income)/expense

2020

$M

2019

$M

Finance income (12) (10)

Interest on syndicated bank facility 5 5

Interest on EMTN – GBP 40 53

Interest on EMTN – EUR 44 39

Interest on fixed rate NZD bonds 40 31

Other interest expense 27 26

Capitalised interest (3) (4)

Interest costs 153 150

Fair value adjustment on interest rate swaps not in hedge relationship - (3)

Ineffective portion of changes in fair value of cash flow hedges 3 6

Total finance expenses excluding CIP securities (notional) interest 156 153

CIP securities (notional) interest 29 22

Total finance expense 185 175

Finance income is higher in FY20 as the proceeds from the

December 2019 EUR denominated Euro Medium Term Notes

(EMTN) and the December 2018 NZD Bond were held on

term deposit, until required for repayment of the GBP EMTN.

Interest costs increased by $3 million year on year. This was

due to the new EUR 300 million EMTN issued in December

2019, and a full year’s interest being paid on the $500 million

NZD fixed rate bonds issued in December 2018. The increase

was partly offset by the reduction in the GBP EMTN interest

expense, following repayment of the debt in April 2020.

The weighted effective interest rate on debt has reduced to

5.16% (FY19: 5.75%).

Other interest expense includes lease interest of $21 million

(FY19: $20 million), $5 million amortisation (FY19: $3 million)

arising from the difference between fair value and proceeds

realised from interest rate swap resets, and a $1 million

one-off expense in FY20 for restructuring forward dated

interest rate swaps (FY19: $2 million). Notional interest on

Crown Infrastructure Partners (CIP) securities also increased

as Crown funding continued to grow.

At a minimum, we aim to maintain 50% of our debt

obligations at a fixed rate of interest. We have fully hedged

the foreign exchange exposure on the EUR EMTNs with cross

currency interest rate swaps. A portion of the floating interest

on the EUR cross currency interest rate swaps has been

hedged using interest rate swap instruments.

Ineffectiveness

The GBP EMTN hedging relationship was reset with a fair

value of $49 million on 9 December 2013, following the

close out of the interest rate swaps relating to the EMTN.

This amount was being amortised over the life of the

derivative and flowed as ineffectiveness in the income

statement. In FY20, the remaining balance of $2 million

(FY19: $6 million) flowed through as ineffectiveness, closing

out this derivative instrument.

The foreign exchange exposure on the EUR EMTNs has been

fully hedged and interest rate exposure partially hedged.

For hedge accounting purposes the hedging relationships

consist of a fair value hedge and two cash flow hedges.

The interest rate exposure on the ten-year resettable NZD

bond from December 2023 has also been fully hedged.

Provided that the hedges remain effective, any future gains

or losses will be processed through the hedge reserve. Minor

differences in the hedged values will flow to finance expense

in the income statement over the life of the derivatives as

ineffectiveness. Neither the direction,nor the rate of the

impact on the income statement can be predicted as it is

influenced by external market factors. In FY20, ineffectiveness

was $1 million (FY19: nil) across these hedge relationships.

Taxation

The FY20 effective tax rate is 29% (FY19: 32%). The reduction

from FY19 is due to the re-introduction of building

depreciation for tax, which resulted in a one-off reduction

to tax expense of $5 million. This was a government initiative

to provide tax relief in response to the COVID-19 pandemic,

refer to the taxation note in the FY20 financial statements

(note 14) for further details. The effective tax rate is higher

than the NZ company tax rate of 28% due to permanent

differences between tax and accounting. Ongoing permanent

differences arise from the tax treatment of CIP securities and

Crown funding for the Rural Broadband Initiative (RBI).

The accounting interest and depreciation credit recognised

in the Income statement in relation to CIP securities are

non-taxable, as confirmed via binding rulings issued by

Inland Revenue. RBI assets were funded by non-taxable

government grants. The accounting amortisation of RBI

government grants and RBI accounting depreciation

recognised in the Income statement are non-taxable and

tax depreciation is not claimed.

Annual Report 202028
Capital expenditure commentary

2020

$M

2019

$M

Fibre548664

Copper5581

Common6059

Gross capital expenditure663804

Gross capital expenditure for FY20 was $663 million. This

was $141 million lower than FY19 gross capital expenditure

spend. Fibre spend reduced significantly following the

conclusion of the UFB1 rollout in December 2019 and

the cessation of field work due to COVID-19 lockdown

restrictions. Copper-related expenditure reduced by 32% year

on year.

Fibre capital expenditure

2020

$M

2019

$M

UFB communal170245

Fibre connections and fibre layer 2

1

282308

Fibre products and systems1417

Other fibre connections and growth6265

Customer retention2029

Total fibre capital expenditure548664

Fibre capital expenditure included spend specifically focused

on fibre assets and represented approximately 83% of our

FY20 gross capital expenditure, consistent with FY19.

The cost of the deployment of the UFB communal network

for FY20 was $170 million, including about $145 million for

the UFB2 rollout (FY19: $105 million).

The average cost per UFB1 brownfields premises passed

during the year was $1,558, within FY20 guidance of $1,500

to $1,600.

Fibre connections and layer 2 spend was $282 million. About

167,000 fibre installations were completed nationwide, with

27,000 for UFB2 customers. This activity was a reduction

from 186,000 installations in FY19, largely due to COVID-19

lockdown restrictions.

About $60 million was provided in upfront investment for

‘backbone’ network to enable the connection of multiple

customers located along rights of way and multi-dwelling

units.

The average cost per premises connected (CPPC) in UFB1

areas was $1,022

2

, which was at the lower end of the FY20

guidance range of $1,000 to $1,150. The CPPC in UFB2

areas was $1,190

2

. This was in line with the lower end of UFB2

programme guidance, which includes layer 2 and service desk

costs, and backbone costs for multi-dwelling units and rights

of way with 10 or fewer premises.

Customer retention costs decreased by $9 million because

of COVID-19 restrictions on connection activity which

impacted planned targeted incentive campaigns.

1 Layer 2 equipment, such as gigabit capable passive optical network ports, is installed ahead of demand as the UFB footprint expands.

2 Excluding layer 2 and backbone costs for multi-dwelling units and rights of way, and including standard installations and some non-standard single

dwellings and service desk costs.

Copper capital expenditure

2020

$M

2019

$M

Network sustain3144

Copper connections12

Copper layer 2712

Product fixed–1

Customer retention1622

Total copper capital expenditure5581

Annual Report 202029
Copper capital expenditure decreased by $26 million

from FY19 reflecting the lower spend required as customer

numbers on our copper network reduce.

Network sustain spend decreased by $13 million as we

realigned proactive copper network spend to reflect fibre

uptake and weather-driven network replacement reduced.

Copper layer 2 spend reduced year on year because FY19

included additional investment in network capacity for the

Rugby World Cup.

Customer retention costs reduced by $6 million in line with

declining uptake of copper broadband.

Common capital expenditure

2020

$M

2019

$M

Information technology4334

Building and engineering services1722

Other–3

Total common capital expenditure6059

Information technology increased by $9 million as we

developed integrated provisioning and assure platforms to

support simplification and better customer outcomes.

Building and engineering services decreased by $5 million as

COVID-19 restrictions delayed planned work.

Contributions to capital expenditure

We received $7 million in contributions towards our gross

capital expenditure. These contributions are included as part

of Crown funding and represent instances where central or

local government authorities asked us to relocate or rebuild

existing network.

Long term capital management

We will pay a final dividend of 14 cents per share on

12 October 2020 to all holders registered at 5.00pm

15 September 2020. The shares will be quoted on an

ex-dividend basis from 14 September 2020. The dividends

paid will be fully imputed, at a ratio of 28/72, in line with

the corporate income tax rate. In addition, a supplementary

dividend of 2.47 cents per share will be payable to

shareholders who are not resident in New Zealand.

The dividend reinvestment plan will remain in place for

the final dividend at a discount rate of 2%. Shareholders

who have previously elected to participate in the dividend

reinvestment plan do not need to take any further action.

For those shareholders who wish to participate, election

notices to participate must be received by 5.00pm (NZ time)

on 16 September 2020.

For FY21, Chorus expects to pay a dividend of 25 cents

per share, subject to no material adverse changes in

circumstance or outlook.

The Board’s expectation is that, from FY22, Chorus will

transition to a dividend policy based on a pay-out range of

free cash flow.

The NZD Bond $400 million is due for repayment in

May 2021, and is therefore a current liability. Refinancing

of this bond is planned for FY21. If refinancing was not

achievable for any reason, bank debt facilities of $550 million

are available as an alternative option to use for repayment

($30 million drawn down at 30 June 2020).

The Board considers that a ‘BBB’ or equivalent credit rating

is appropriate for a company such as Chorus. It intends

to maintain capital management and financial policies

consistent with these credit ratings. At 30 June 2020, we had

a long term credit rating of BBB/stable outlook by Standard &

Poor’s and Baa2/stable by Moody’s Investors Service.

Annual Report 202030

Annual Report 202031
Financial

statements

32 Independent auditor’s report

35 Income statement

35 Statement of comprehensive income

36 Statement of financial position

37 Statement of changes in equity

38 Statement of cash flows

40 Notes to the financial statements

Annual Report 202032
Independent auditor’s report

To the shareholders of Chorus Limited

Report on the consolidated financial statements

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe

that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with

Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New

Zealand Auditing and Assurance Standards Board and 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 and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in

the Auditor’s responsibilities for the audit of the consolidated

financial statements section of our report.

Our firm has also provided other services to the Group in

relation to regulatory audit services, tax compliance services

and other assurance and advisory services. Subject to certain

restrictions, partners and employees of our firm may also

deal with the Group on normal terms within the ordinary

course of trading activities of the business of the Group.

These matters have not impaired our independence as

auditor of the Group. The firm has no other relationship with,

or interest in, the Group.

Materiality

The scope of our audit was influenced by our application of

materiality. Materiality helped us to determine the nature,

timing and extent of our audit procedures and to evaluate

the effect of misstatements, both individually and on the

consolidated financial statements as a whole. The materiality

for the consolidated financial statements as a whole was set

at $8.7 million, determined with reference to a benchmark

of Group revenue. We chose the benchmark because, in our

view, this is a key measure of the Group’s performance.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

consolidated financial statements in the current period.

We summarise below those matters and our key audit

procedures to address those matters in order that the

shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures

were undertaken in the context of and solely for the purpose

of our statutory audit opinion on the consolidated financial

statements as a whole and we do not express discrete

opinions on separate elements of the consolidated financial

statements.

The key audit matterHow the matter was addressed in our audit

Capitalisation of assets

Refer to Note 1 to the Financial Statements.

During the year ended 30 June 2020 the Group has

$620 million in network asset additions as it continues

with its purpose of bringing better broadband to New

Zealanders. Capitalisation of these costs and useful lives

assigned to these assets are a key audit matter due to the

significance of network assets to the Group’s business, and

due to the judgement involved in the:

Our audit procedures included:

—Examining that the controls to recognise capital projects in the fixed

asset register and the approval of the asset life annual review are

effective.

—Assessing the nature of costs incurred in capital projects by checking

a sample of costs to invoice to determine whether the description of

the expenditure met the capitalisation criteria.

Opinion

In our opinion, the accompanying consolidated financial

statements of Chorus Limited (the ’company’) and its

subsidiaries (the ‘Group’) on pages 35 to 67:

i. present fairly in all material respects the Group’s financial

position as at 30 June 2020, its financial performance

and cash flows for the year ended on that date; and

ii. comply with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS) and International

Financial Reporting Standards.

We have audited the accompanying consolidated financial

statements which comprise:

— the consolidated statement of financial position as at

30 June 2020;

— the consolidated income statement, statements of other

comprehensive income, changes in equity and cash

flows for the year then ended; and

— notes, including a summary of significant accounting

policies and other explanatory information.

Annual Report 202033
The key audit matterHow the matter was addressed in our audit

Capitalisation of assets (continued)

—decision to capitalise or expense costs relating to

the network. This decision depends on whether

the expenditure is considered to enhance network

capability (and therefore capital), or to maintain the

current operating capability of the network (and

therefore an expense);

—estimation of the stage of completion of assets under

construction; and

—estimation of the useful life of the asset once the costs

are capitalised. There is also judgment when estimating

asset lives due to the uncertainty of the impact of

technological change .

—Evaluating a sample of assets under construction in which no costs

had been incurred in the final three months of the financial reporting

period. We challenged the status of those assets under construction

to determine whether they remained appropriately capitalised.

—Assessing, on a sample basis, whether the accruals recorded

for assets under construction were calculated in accordance

with the progress of construction and the arrangements with

external suppliers.

—Assessing the useful economic lives of the assets, by comparing

to our knowledge of the business and its operations and industry

benchmarks.

Chorus funding

Refer to Notes 4, 6, 7 and 19 to the Financial Statements.

The CIP securities and interest rate derivatives are a key

audit matter due to their significance to the Group’s

consolidated statement of financial position. There is

complexity and judgement involved in determining the

appropriate valuation and accounting treatment for the

interest rate derivatives and the CIP securities.

Our audit procedures to assess the valuation and accounting treatment

for the Group’s interest rate derivatives and CIP securities included:

—Our financial instrument specialists re-valuing all interest rate

derivatives using valuation models and inputs independent from

those utilised by management.

—Evaluating the hedge effectiveness of the interest rate derivatives

hedging the GBP and EUR denominated Euro Medium Term Notes.

In both instances, our financial instrument specialists assessed the

effectiveness of these hedges by independently modelling the future

changes in the value of these instruments to assess whether the

underlying derivatives were effective.

—Assessing the accounting treatment of the CIP securities. We read

the underlying loan agreement and analysed the various features of

the loan agreement to determine whether the CIP securities were a

debt or equity instrument.

—Evaluating the valuation of the CIP securities. Our valuation

specialists assessed the methodology used by management for

determining the amounts allocated to debt and government grant.

—Assessing the inputs used in the valuation of the CIP securities. On

a sample basis we compared interest rates and credit spreads to

independent sources of information to determine an acceptable

range of valuation inputs.

Revenue recognition

Refer to Note 9 to the Financial Statements.

Accuracy of revenue is considered to be a key audit matter

due to the nature of the underlying billing processes that

existed following the Chorus demerger from Spark in 2011.

There are certain legacy products where the billing is based

on network consumption which cannot be easily linked to

a physical end user connection. There is a risk that revenue

billed on this basis may be disputed by Chorus’ customers

who have a different view of their consumption of the

Chorus network.

Our audit procedures included:

—Evaluating the Group’s recognition of revenue by assessing any

revenue disputes recorded in the industry’s dispute reporting tool

by Chorus customers. We compared the disputes raised by Chorus

customers to the revenue recorded by Chorus and checked a

sample of settled disputes to the final settlement agreements.

—Independently confirming the accuracy of a sample of outstanding

debtor balances with Chorus customers.

—Agreeing a sample of revenue adjustments recorded during the year

to authorised credit notes.

Other information

The Directors, on behalf of the Group, are responsible for

the other information included in the entity’s Annual Report.

Other information includes Chorus’ operating, market

and regulatory overviews, management commentary and

disclosures relating to corporate governance and statutory

information. Our opinion on the consolidated financial

statements does not cover any other information and we

do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial

statements our responsibility is to read the other information

and, in doing so, consider whether the other information

is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or

otherwise appears materially misstated. If, based on the work

we have performed, we conclude that there is a material

misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

Annual Report 202034
Use of this independent auditor’s report

This independent auditor’s report is made solely to the

shareholders as a body. Our audit work has been undertaken

so that we might state to the shareholders those matters we

are required to state to them in the independent 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 shareholders as a body for our

audit work, this independent auditor’s report, or any of the

opinions we have formed.

Responsibilities of the Directors for the

consolidated financial statements

The Directors, on behalf of the Group, are responsible for:

— the preparation and fair presentation of the consolidated

financial statements in accordance with generally

accepted accounting practice in New Zealand (being New

Zealand Equivalents to International Financial Reporting

Standards);

— implementing necessary internal control to enable

the preparation of a consolidated set of financial

statements that is 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 audit of

the consolidated financial statements

Our objective is:

— to obtain reasonable assurance about whether the

consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes

our opinion.

Reasonable assurance is a high level of assurance, but is not

a guarantee that an audit conducted in accordance with ISAs

NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of

these consolidated financial statements is located at the

External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this

independent auditor’s report is Ed Louden.

For and on behalf of

KPMG

Wellington

24 August 2020

Annual Report 202035
Income statement

For the year ended 30 June 2020

(Dollars in millions)Notes

2020

$M

2019

$M

Operating revenue9959 970

Operating expenses10(311)(334)

Earnings before interest, income tax, depreciation and amortisation648 636

Depreciation1(319)(303)

Amortisation2(83)(90)

Earnings before interest and income tax246 243

Finance income12 10

Finance expense4(185)(175)

Net earnings before income tax73 78

Income tax expense14(21)(25)

Net earnings for the year52 53

Earnings per share

Basic earnings per share (dollars)

170.12 0.12

Diluted earnings per share (dollars)170.10 0.10

Statement of comprehensive income

For the year ended 30 June 2020

(Dollars in millions)Note

2020

$M

2019

$M

Net earnings for the year52 53

Other comprehensive income

Items that will be reclassified subsequently to Income statement

when specific conditions are met net of tax

Movements in effective cash flow hedges

19(28)(45)

Amortisation of de-designated cash flow hedges transferred to Income statement19(3) (2)

Movement in cost of hedging reserve193 –

Other comprehensive income net of tax(28)(47)

Total comprehensive income for the year net of tax24 6

The accompanying notes are an integral part of these financial statements.

Annual Report 202036
Statement of financial position

As at 30 June 2020

(Dollars in millions)Notes

2020

$M

2019

$M

Current assets

Cash and call deposits

15–273

Income tax receivable20 11

Trade and other receivables11140 140

Derivative financial instruments192 3

Finance lease receivable53 6

Total current assets165 433

Non-current assets

Derivative financial instruments

1993 56

Trade and other receivables111 7

Deferred tax receivable14116 101

Customer retention assets356 61

Software and other intangible assets2159 137

Network assets15,052 4,823

Total non-current assets5,477 5,185

Total assets5,642 5,618

Current liabilities

Cash overdraft

155 –

Trade and other payables12279 360

Income tax payable–2

Lease payable59 8

Derivative financial instruments19–197

Debt4430 491

Total current liabilities excluding Crown funding723 1,058

Crown funding726 25

Total current liabilities749 1,083

Non-current liabilities

Trade and other payables

123 –

Deferred tax payable14350 326

Derivative financial instruments19148 91

Lease payable5257 246

Debt41,892 1,741

Total non-current liabilities excluding CIP and Crown funding2,650 2,404

Crown Infrastructure Partners (CIP) securities6461 355

Crown funding7855 797

Total non-current liabilities3,966 3,556

Total liabilities4,715 4,639

Equity

Share capital

16666 638

Reserves19(111)(83)

Retained earnings372 424

Tot al e quit y 927 979

Total liabilities and equity5,642 5,618

The accompanying notes are an integral part of these financial statements.

The financial statements are approved and signed on behalf of the Board.

Patrick Strange

Chair

Authorised for issue on 24 August 2020

Mark Cross

Chair, Audit and Risk Management Committee

Annual Report 202037
Statement of changes in equity

For the year ended 30 June 2020

(Dollars in millions)Notes

Share capital

$M

Retained

earnings

$M

Hedging-related

reserves

$M

Total

$M

Balance at 1 July 2018590 468 (36)1,022

Comprehensive income

Net earnings for the year

–53 –53

Other comprehensive income

Movement in cash flow hedge reserve

19––(45)(45)

Amortisation of de-designated cash flow hedges transferred to

income statement

19––(2)(2)

Total comprehensive income–53 (47)6

Contributions by and (distributions to) owners:

Dividends

16–(97)–(97)

Supplementary dividends–(12)–(12)

Tax credit on supplementary dividends–12 –12

Dividend reinvestment plan1648 ––48

Total transactions with owners48 (97)–(49)

Balance at 30 June 2019638 424 (83)979

Comprehensive income

Net earnings for the year

–52 –52

Other comprehensive income

Movement in cash flow hedge reserve

19––(28)(28)

Amortisation of de-designated cash flow hedges transferred to

income statement

19––(3) (3)

Movement in cost of hedging reserve19––3 3

Total comprehensive income–52 (28)24

Contributions by and (distributions to) owners:

Dividends

16–(104)–(104)

Supplementary dividends–(12)–(12)

Tax credit on supplementary dividends–12 –12

Dividend reinvestment plan1628 ––28

Total transactions with owners28 (104)–(76)

Balance at 30 June 2020666 372 (111)927

The accompanying notes are an integral part of these financial statements.

Annual Report 202038
Statement of cash flows

For the year ended 30 June 2020

(Dollars in millions)Notes

2020

$M

2019

$M

Cash flows from operating activities

Cash was provided from/(applied to):

Cash received from customers

940 966

Finance income12 1

Payment to suppliers and employees(329)(339)

Taxation paid (12)(3)

Interest paid(137)(129)

Net cash flows provided from operating activities474 496

Cash flows applied to investing activities

Cash was applied to:

Purchase of network and intangible assets

(679)(806)

Capitalised interest paid(3)(4)

Net cash flows applied to investing activities(682)(810)

Cash flows from financing activities

Cash was provided from/(applied to):

Net outflow from leases

(23)(21)

Crown funding (including CIP securities)162 167

Proceeds from debt 544 500

Repayment of debt(677)(60)

Dividends paid(76)(49)

Net cash flows applied to financing activities(70)537

Net cash flows(278)223

Cash at the beginning of the year273 50

Cash at the end of the year15(5)273

Reconciliation of net earnings to net cash flows from operating activities

(Dollars in millions)Notes

2020

$M

2019

$M

Net earnings for the year52 53

Adjustment for:

Depreciation charged on network assets

1346 328

Amortisation of Crown funding1(27)(25)

Amortisation of software and other intangible assets249 56

Amortisation of customer retention assets340 35

Deferred income tax 1411 18

Ineffective portion of changes in fair value of cash flow hedges43 6

Amortisation of non cash finance expenses(5)(3)

CIP securities (notional) interest429 22

Other(7)2

491 492

Change in current assets and liabilities:

Decrease/(increase) in trade and other receivables

116 (4)

(Decrease)/increase in trade payables12(12)5

(Increase) / decrease in tax receivable(9)4

Decrease in tax liability(2)(1)

(17)4

Net cash flows from operating activities474 496

The accompanying notes are an integral part of these financial statements.

Annual Report 202039
Reconciliation of movements of liabilities to cash flows arising from financing activities

(Dollars in millions)

Debt

$M

Crown funding

$M

CIP securities

$M

Lease payable (net)

$M

Share capital

$M

Retained earnings

$M

Balance at 1 July 20181,807758273238590468

Movements from cash flows

Payment of lease liabilities

–––(21)––

Proceeds from funding5009572–––

Proceeds from repayment of borrowings(60)–––––

Dividends paid–––––(49)

Total changes from financing cash flows4409572(21)–(49)

Non-cash movements

Movements in fair value

(including foreign exchange rates)

(10)–––––

Transaction costs and amortisation

related to financing

(5)(25)22–––

Accruals–(6)(12)–––

Dividend reinvestment plan––––48(48)

Lease additions–––31––

Net earnings for the year ended 30 June 2019–––––53

Balance at 30 June 20192,232822355248638424

Movements from cash flows

Payment of lease liabilities

–––(23)––

Proceeds from funding5448577–––

Repayment of borrowings(677)–––––

Dividends paid–––––(76)

Total changes from financing cash flows(133)8577(23)–(76)

Non-cash movements

Movements in fair value

(including foreign exchange rates)

224–––––

Transaction costs and amortisation

related to financing

(1)(29)29–––

Accruals–3––––

Dividend reinvestment plan––––28(28)

Lease additions–––38––

Net earnings for the year ended 30 June 2020–––––52

Balance at 30 June 20202,322881461263666372

The accompanying notes are an integral part of these financial statements.

Annual Report 202040
Notes to the financial statements

Reporting entity and statutory base

Chorus includes Chorus Limited together with its subsidiaries.

Chorus is New Zealand’s largest fixed line communications

infrastructure business. It maintains and builds a network

predominantly made up of fibre and copper cables, local

telephone exchanges and cabinets.

Chorus Limited is a profit-oriented company registered in

New Zealand under the Companies Act 1993 and is a

FMC Reporting Entity for the purposes of the Financial Markets

Conduct Act 2013. Chorus Limited was established as a

standalone, publicly listed entity on 1 December 2011, upon its

demerger from Spark New Zealand Limited (Spark, previously

Telecom Corporation of New Zealand Limited). The demerger

was a condition of an agreement with Crown Infrastructure

Partners Limited (previously Crown Fibre Holdings) to enable

Chorus Limited to provide the majority of the Crown’s Ultra-Fast

Broadband (UFB). Chorus Limited is listed and its ordinary shares

are quoted on the NZX main board equity security market

(NZX Main Board) and on the Australian Stock Exchange (ASX)

and has bonds quoted on the NZX and ASX debt markets.

American Depositary Shares, each representing five ordinary

shares (and evidenced by American Depositary Receipts), are

not listed but are traded on the over-the-counter market in the

United States.

These financial statements have been prepared in accordance

with Generally Accepted Accounting Practice in New Zealand

(NZ GAAP) and Part 7 of the Financial Markets Conduct Act 2013.

They comply with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS) as appropriate for

profit-oriented entities, and with International Financial

Reporting Standards.

These financial statements are expressed in New Zealand dollars.

All financial information has been rounded to the nearest million,

unless otherwise stated.

The measurement basis adopted in the preparation of

these financial statements is historical cost, modified by the

revaluation of financial instruments as identified in the specific

accounting policies below and the accompanying notes.

The Directors have considered the impact of the COVID-19

pandemic on these financial statements and note no material

impact to the going concern basis on which they are prepared.

Accounting policies and standards

Accounting policies that summarise the measurement basis

used which are relevant to the understanding of the financial

statements are provided throughout the accompanying notes.

The accounting policies adopted and methods of computation

have been applied consistently throughout the periods

presented in these financial statements.

Reclassification and re-statement of comparatives

Where management have reclassified items in the financial

statements, the related comparative disclosures have been

adjusted to provide a like-for-like comparison.

Accounting estimates and judgements

In preparing the financial statements, management has made

estimates and assumptions about the future that affect the

reported amounts of assets and liabilities at the date of the

financial statements and the reported amounts of revenue and

expenses during the period. Actual results could differ from

those estimates.

Estimates and assumptions are continually evaluated and

are based on experience and other factors, including

macro-economic and market factors, and expectations of future

events that may have an impact on Chorus. All judgements,

estimates, and assumptions are believed to be reasonable based

on the most current set of circumstances available to Chorus.

The principal areas of judgement in preparing these financial

statements are set out below.

Network assets (note 1)

Assessing the carrying value of network assets for impairment

considerations which includes assessing the appropriateness

of useful life and residual value estimates of network assets,

the physical condition of the asset, technological advances,

regulation and expected disposal proceeds from the future sale

of the asset.

Customer retention assets (note 3)

Assessing the carrying value of customer retention assets

for impairment considerations which includes assessing the

appropriateness of useful life, contract terms, revenue and

customer connections data.

Crown Infrastructure Partners (CIP) securities (note 6)

Determining the fair value of the CIP securities requires

assumptions on expected future cash flows and discount rates

based on future long dated swap curves.

Financial risk management (note 19 & 20)

Accounting judgements have been made in determining hedge

designation and the fair value of derivatives and borrowings. The

fair value of derivatives and borrowing are determined based on

valuation models that use forward-looking estimates and market

observable data, to the extent that it is available.

Annual Report 202041
Note 1 – Network assets

In the Statement of financial position, network assets are stated

at cost less accumulated depreciation and any accumulated

impairment losses. The cost of additions to network assets

and work in progress constructed by Chorus includes the

cost of all materials used in construction, direct labour costs

specifically associated with construction, interest costs that are

attributable to the asset, resource management consent costs

and attributable overheads.

Repairs and maintenance costs are recognised in the Income

statement as incurred. If the useful life of the asset is extended or

the asset is enhanced then the associated costs are capitalised.

Estimating useful lives and residual values of network assets

The determination of the appropriate useful life for a particular

asset requires management to make judgements about,

amongst other factors, the expected period of service potential

of the asset, the likelihood of the asset becoming obsolete as a

result of technological advances, and the likelihood of Chorus

ceasing to use the asset in business operations.

Where an item of network assets comprises major components

having different useful lives, the components are accounted for

as separate items of network assets.

Where the remaining useful lives or recoverable values have

diminished due to technological, regulatory or market condition

changes, depreciation is accelerated. The assets’ residual values,

useful lives, and methods of depreciation are reviewed annually

and adjusted prospectively, if appropriate.

Depreciation is charged on a straight-line basis to write down

the cost of network assets to their estimated residual value over

their estimated useful life.

Estimated useful lives are as follows:

Fibre cables20 years

Ducts, manholes and poles20–50 years

Copper cables10–30 years

Cabinets5–20 years

Property5–50 years

Network electronics2–25 years

Right of use (leases)10–50 years

Other2–10 years

Other network assets include motor vehicles, test instruments

and tools and plant.

Any future adverse impacts arising from assessing the carrying

value or lives of network assets could lead to future impairment

losses or increases in depreciation charges that could affect

future earnings.

An item of network assets and any significant part is

derecognised upon disposal or when no future economic

benefits are expected from its use or disposal. Where network

assets are disposed of, the profit or loss recognised in the

Income statement is calculated as the difference between the

sale price and the carrying value of the asset.

Leased assets and corresponding liabilities are recognised as

‘right of use’ assets and depreciated over the life of the lease.

Non-monetary items that are measured in terms of historical

cost in a foreign currency are translated using the exchange

rates as at the dates of the initial transactions.

Land and work in progress are not depreciated. Work in progress

is reviewed on a regular basis to ensure that costs represent

future assets.

Annual Report 202042
Note 1 – Network assets (cont.)

30 June 2020

Fibre

cables

$M

Ducts,

manholes,

and poles

$M

Copper

cables

$M

Cabinets

$M

Property

$M

Network

electronics

$M

Right of

use assets

$M

Other

$M

Work in

progress

$M

Total

$M

Cost

Balance at 1 July 2019

2,0442,4982,3946614201,778275521510,290

Additions2312561532175613–248868

Disposals––––(2)(23)–––(25)

Transfers from work in progress––––––––(297)(297)

Other1–––––4––5

Balance at 30 June 20202,2762,7542,4096934351,811292516610,841

Accumulated depreciation

Balance at 1 July 2019

(627)(605)(1,988)(436)(262)(1,497)(50)(2)–(5,467)

Depreciation(103)(54)(60)(37)(15)(62)(14)(1)–(346)

Disposals––––222–––24

Other1––––––(1)––

Balance at 30 June 2020(729)(659)(2,048)(473)(275)(1,537)(64)(4)–(5,789)

Net carrying amount1 ,5472,09536122016027422811665,052

30 June 2019

Fibre

cables

$M

Ducts,

manholes,

and poles

$M

Copper

cables

$M

Cabinets

$M

Property

$M

Network

electronics

$M

Right of

use assets

$M

Other

$M

Work in

progress

$M

Total

$M

Cost

Balance at 1 July 2018

1,7822,2282,3846204041,73526152079,626

Additions2632701741208116–7111,419

Disposals(1)–(7)–(6)(38)(2)––(54)

Transfers from work in progress––––––––(708)(708)

Other––––2–––57

Balance at 30 June 20192,0442,4982,3946614201,778275521510,290

Accumulated depreciation

Balance at 1 July 2018

(538)(557)(1,934)(395)(251)(1,475)(35)(2)–(5,187)

Depreciation(90)(48)(61)(41)(15)(60)(13)––(328)

Disposals1–7–538(2)––49

Other––––(1)––––(1)

Balance at 30 June 2019(627)(605)(1,988)(436)(262)(1,497)(50)(2)–(5,467)

Net carrying amount1,4171,89340622515828122532154,823

There are no restrictions on Chorus’ network assets or any network assets pledged as securities for liabilities. At 30 June 2020 the

contractual commitments for acquisition and construction of the network assets was $196 million (30 June 2019: $300 million).

Annual Report 202043
Note 1 – Network assets (cont.)

Depreciation

2020

$M

2019

$M

Depreciation charged on network assets346328

Crown funding(27)(25)

Total depreciation319303

Chorus receives funding from the Crown to finance the

capital expenditure associated with the development of the

UFB network, rural broadband services and other services.

Where funding is used to construct assets, it is offset against

depreciation over the life of the assets constructed.

Refer to note 7 for information on Crown funding.

Property exchanges

Chorus has leased exchange space and commercial co-location

space owned by Spark which is subject to lease arrangements

(included within right of use assets). Chorus in turn leases

exchange space and commercial co-location space owned by

Chorus to Spark under a finance lease arrangement. 

For sites that it does not own, Chorus recognises its share of

the assets based on occupancy percentage, as well as a liability

for the future payments due. For sites that it does own, Chorus

derecognises the share of the asset used by Spark, as well as

recognising a receivable for the future receipts due.

Impairment

The carrying amounts of non-financial assets including network

assets, software and other intangibles and customer retention

assets are reviewed at the end of each reporting period for any

indicators of impairment.

If any such indication exists, the recoverable amount of the

asset is estimated. An impairment loss is recognised in earnings

whenever the carrying amount of an asset exceeds its estimated

recoverable amount. Should the conditions that gave rise to the

impairment loss no longer exist, and the assets are no longer

considered to be impaired, a reversal of an impairment loss

would be recognised immediately in earnings. In the period to

30 June 2020, there was no impairment in relation to the costs

capitalised (30 June 2019: no impairment).

The recoverable amount is the greater of an assets value in use

and fair value less costs to sell. Chorus’ assets do not generate

independent cash flows and are therefore assessed from a single

cash-generating unit perspective. In assessing the recoverable

amount, the estimates of future cash flows are discounted to

their net present value using a discount rate that reflects current

market assessments of the time value of money and the risks

specific to the business.

Capitalised interest

Finance costs are capitalised on qualifying items of network

assets and software assets at an annualised rate of 5.8%

(30 June 2019: 6.0%). Interest is capitalised over the period

required to complete the assets and prepare them for their

intended use. In the current year finance costs totalling

$3 million (30 June 2019: $4 million) have been capitalised

against network assets and software assets.

Right of use assets

Fibre cables

$M

Ducts, manholes,

and poles

$M

Property

$M

Total

$M

Balance 1 July 2018 (net)9 26 191 226

Additions1 10 516

Relinquishments––(4)(4)

Depreciation charge(1)(2)(10)(13)

Balance at 30 June 20199 34 182 225

Additions–10 7 17

Depreciation charge–(2)(12)(14)

Balance at 30 June 20209 42 177 228

Right of use assets are the present value of leases held by Chorus

as a lessee, as defined in the accounting policies. Leases are

capitalised at the present value of the minimum lease payments

at inception of the lease.


Chorus has applied a single discount rate to a portfolio of leases

across the two main portfolios of leases (‘Property’ and ‘Ducts,

manholes, and poles’) due to the long term usage nature of

the underlying assets used to service the same network. This is

reflective of the longer term nature of infrastructure assets.

The nature of these assets are similar enough that borrowing

rates on commercial debt would not change asset to asset.

The incremental borrowing rate is reviewed annually.

Annual Report 202044
Note 2 – Software and other intangible assets

Software and other intangible assets are initially measured

at cost. The direct costs associated with the development of

network and business software for internal use are capitalised

where project success is probable and the capitalisation

criteria is met. Following initial recognition, software and

other intangible assets are stated at cost less accumulated

amortisation and impairment losses. Software and other

intangible assets with a finite life are amortised from the date the

asset is ready for use on a straight-line basis over its estimated

useful life which is as follows:

Software2–10 years

Other intangibles 6–35 years

Other intangibles mainly consist of land easements.

Where estimated useful lives or recoverable values have

diminished due to technological change or market conditions,

amortisation is accelerated.

There are no restrictions on software and other intangible assets,

or any intangible assets pledged as securities for liabilities.

30 June 2020

Software

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 1 July 2019

752623781

Additions52–69121

Disposals(16)––(16)

Transfers from work in progress––(50)(50)

Balance at 30 June 2020788642836

Accumulated amortisation

Balance at 1 July 2019

(643)(1)–(644)

Amortisation(49)––(49)

Disposals16––16

Balance at 30 June 2020(676)(1)–(677)

Net carrying amount112542159

30 June 2019

Software

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 1 July 2018

694628728

Additions58–53111

Disposals––––

Transfers from work in progress––(58)(58)

Balance at 30 June 2019752623781

Accumulated amortisation

Balance at 1 July 2018

(587)(1)–(588)

Amortisation(56)––(56)

Disposals––––

Balance at 30 June 2019(643)(1)–(644)

Net carrying amount109523137

At 30 June 2020 the contractual commitment for acquisition of software and other intangible assets was $8 million (30 June 2019:

$9 million).

Amortisation

Note

2020

$M

2019

$M

Amortisation charged on software and intangible assets49 56

Amortisation charged on customer retention assets334 34

Total amortisation83 90

Annual Report 202045
Note 3 – Customer retention assets

Customer retention costs are incremental costs incurred in

acquiring new contracts with new and existing customers

that Chorus expects are recoverable and are capitalised

as customer retention assets. Following initial recognition,

customer retention assets are stated at cost less accumulated

amortisation and impairment losses. Customer retention

assets have a finite life and are amortised from the month that

costs are capitalised on a straight-line basis over the average

connection life which is as follows:

New connections and migrations0–4 years

Customer incentives1 year

30 June 2020

New connections

and migrations

$M

Customer

incentives

$M

Total

$M

Cost

Balance at 1 July 2019

145 5 150

Additions31 4 35

Balance at 30 June 2020176 9 185

Accumulated amortisation

Balance at 1 July 2019

(88)(1)(89)

Amortisation(34)(6)(40)

Balance at 30 June 2020(122)(7)(129)

Net carrying amount54 2 56

30 June 2019

New connections

and migrations

$M

Customer

incentives

$M

Total

$M

Cost

Balance at 1 July 2018

96 –96

Additions49 5 54

Balance at 30 June 2019145 5 150

Accumulated amortisation

Balance at 1 July 2018

(54)–(54)

Amortisation(34)(1)(35)

Balance at 30 June 2019(88)(1)(89)

Net carrying amount57 4 61

Amortisation of customer retention assets

Customer retention assets are amortised to the Income statement, either as amortisation expense or operating revenue, based on

the nature of the specific costs capitalised.

Note

2020

$M

2019

$M

Amortised to amortisation expense234 34

Amortised to operating revenue6 1

Total customer retention assets amortisation40 35

Annual Report 202046
Note 4 – Debt

Debt is classified as non-current liabilities except for those with

maturities less than 12 months from the reporting date, which

are classified as current liabilities.

Debt is initially measured at fair value, less any transaction costs

that are directly attributable to the issue of the instruments.

Debt is subsequently measured at amortised cost using the

effective interest method. Some borrowings are designated in

fair value hedge relationships, which means that any change in

market interest and foreign exchange rates result in a change in

the fair value adjustment on that debt.

The weighted effective interest rate on debt including the effect of

derivative financial instruments was 5.16% (30 June 2019: 5.75%).

Due date

2020

$M

2019

$M

Syndicated bank facilitiesSep 202030 –

Euro medium term notes GBPApr 2020–491

Euro medium term notes EUROct 2023883 858

Euro medium term notes EURDec 2026527 –

Fixed rate NZD BondsMay 2021400 400

Fixed rate NZD BondsDec 2028500 500

Less: facility fees(18)(17)

Total Debt2,322 2,232

Current430 491

Non-current1,892 1 ,741

Syndicated bank facilities

As at 30 June 2020 Chorus had $550 million committed

syndicated facilities on market standard terms and conditions

(30 June 2019: $550 million). In April 2020, $490 million of

facilities were extended by a year.

The facilities are split into 3 tranches:

• $60 million which expires in May 2022. At 30 June 2020 there

was $5 million drawn down on this tranche.

• $290 million which now expires in May 2023. At 30 June 2020

there was $25 million drawn down on this tranche.

• $200 million which now expires in May 2025.

The amount undrawn of the syndicated bank facilities that

are available for future operating activities is $520 million

(30 June 2019: $550 million). The syndicated bank facilities are

held with bank and institutional counterparties rated - A to AAA,

based on rating agency Standard & Poor’s ratings.

Euro Medium Term Notes (EMTN)

Face valueInterest rate

2020

$M

2019

$M

GBP 260 million6.75%–491

EUR 500 million1.13%883 858

EUR 300 million0.88%527 –

Chorus has in place cross currency interest rate swaps to hedge

the foreign currency exposure to the EMTN. The cross currency

interest rate swaps entitle Chorus to receive EUR principal and

EUR fixed coupon payments for NZD principal and NZD floating

interest payments. The EUR cross currency interest rate swaps

are partially hedged for the NZD interest payments using interest

rate swaps (notional amount $800 million).

For the GBP EMTN cross currency interest rate swaps, the

floating interest rate exposure on the NZD interest payments

were hedged using interest rate swaps. The EUR 500 EMTN cross

currency interest rate swaps are partially hedged for the

NZD interest payments using interest rate swaps (notional

amount $500 million). The EUR 300 cross currency interest rate

swaps are also partially hedged for the NZD interest payments

using an interest rate swap (notional amount $300 million).

The following table reconciles EMTN at hedged rates to EMTN

carrying value based on spot rates, as reported under NZ IFRS.

EMTN at hedged rates is a non-GAAP measure and is not defined

by NZ IFRS:

2020

EUR 300

$M

2019

EUR 300

$M

2020

EUR 500

$M

2019

EUR 500

$M

2020

GBP

$M

2019

GBP

$M

EMTN (at carrying value)527–883858–491

Impact of fair value hedge(5)–(12)(12)––

Impact of hedged rates used(8)–(86)(61)–186

EMTN at hedged rates514–785785–677

Annual Report 202047
Note 4 – Debt (cont.)

The fair value of EMTN, calculated based on the present value

of future principal and interest cash flows, discounted at market

interest rates at balance date, was $881 million (30 June 2019:

$882 million) compared to a carrying value of $883 million

(30 June 2019: $858 million) for the EUR 500 EMTN; $539 million

(30 June 2019: nil) compared to a carrying value of $527 million

(30 June 2019: nil) for the EUR 300 EMTN; and nil fair value and

carrying value (30 June 2019: $518 million, $491 million) for the

GBP EMTN at balance date. This fair value has been determined

using Level 2 of the fair value hierarchy as described in note 20.

Fixed rate NZD bonds

Due dateInterest rate

2020

$M

2019

$M

Fixed rate NZD Bonds May 20214.12%400 400

Fixed rate NZD Bonds Dec 20284.35%500 500

Total fixed rate NZD bonds900 900

At 30 June 2020, Chorus had $900 million of unsecured, unsubordinated debt securities (30 June 2019: $900 million).

Schedule of maturities

2020

$M

2019

$M

Current430 491

Due one to two years–400

Due two to three years––

Due three to four years883 –

Due four to five years–858

Due over five years1,027 500

Total due 2,340 2,249

Less: facility fees(18)(17)

2,322 2,232

No debt has been secured against assets. However, there are

financial covenants and event of default triggers, as defined

in the various debt agreements. During the current year

Chorus complied with the requirements set out in its financing

agreements (30 June 2019: complied).

Refer to note 20 for information on financial risk management.

Finance expense

2020

$M

2019

$M

Interest on syndicated bank facility5 5

Interest on EMTN - GBP40 53

Interest on EMTN - EUR44 39

Interest on fixed rate NZD bonds40 31

Fair value adjustment on interest rate swap not in hedge relationship–(3)

Ineffective portion of changes in fair value of cash flow hedges3 6

Other interest expense27 26

Capitalised interest(3)(4)

Total finance expense excluding CIP securities (notional) interest156 153

CIP securities (notional) interest29 22

Total finance expense185 175

Other interest expense includes $21 million lease interest expense

(30 June 2019: $20 million), $5 million of amortisation arising

from the difference between fair value and proceeds realised

from the swaps reset (30 June 2019: $3 million), $1 million cost to

restructure interest rate swaps (30 June 2019: $2 million).

The GBP EMTN hedging relationship was reset with a fair value

of $49 million on 9 December 2013 following the close out of

the interest rate swaps relating to the EMTN. Ineffectiveness of

$2 million (30 June 2019: $6 million) flowed through interest

expense relating to the amortisation of this reset. The GBP EMTN

was repaid and settled on 6 April 2020 and all related amounts held

in the cash flow hedge reserve flowed to the Income statement

over the life of the debt (30 June 2019: $2 million remained).

Annual Report 202048
Note 4 – Debt (cont.)

As long as the existing hedge relationships remain effective,

any future gains or losses will be processed through the hedge

equity reserves. Minor differences in the hedged values will flow

to finance expense in the income statement over the life of the

derivatives as ineffectiveness. Neither the direction, nor the rate

of the impact on the income statement can be predicted as it is

influenced by external market factors. Ineffectiveness was

$1 million (30 June 2019: nil) across the other hedge

relationships (refer note 19).

Note 5 – Leases

Chorus is a lessee and lessor of certain network assets under

lease arrangements. For all leases Chorus recognises assets and

liabilities in the Statement of financial position, except those

determined to be short-term or low value. On inception of a new

lease, the lease payable is measured at the present value of the

remaining lease payments, discounted at Chorus’ incremental

borrowing rate at that date. Practical expedients within

NZ IFRS 16 Leases have been applied to allow a single discount

rate to a portfolio of leases with similar characteristics. Lease

costs are recognised through interest expense over the life of the

lease. The corresponding right of use asset incurs depreciation

over the estimated useful life of the asset.

Lease Liabilities

2020

$M

2019

$M

Liabilities

Maturity analysis - contractual discounted cash flows

Less than one year

98

Between one and five years3630

More than five years221216

Total lease payable266254

Current98

Non-current257246

2020

$M

2019

$M

Amounts recognised in Income statement:

Interest on lease payable

2120

Amounts recognised in Statement of cash flows:

Principal payments (net)

(8)(2)

Lease interest (net)(15)(19)

Extension options

Most leases contain extension options exercisable by Chorus

up to one year before the end of the non-cancellable contract

period. Where practicable, Chorus seeks to include extension

options in new leases to provide operational flexibility.

The extension options held are exercisable only by Chorus and

not by the lessors. Chorus assesses at lease commencement

whether it is reasonably certain the extension options will be

exercised, and where it is reasonably certain, the extension

period has been included in the lease liability calculation.

Chorus reassesses whether it is reasonably certain to exercise

the options if there is a significant event or significant change in

circumstances within its control.

Lease liabilities recognised

(discounted)

2020

$M

Potential future lease

payments not included in

lease liabilities (discounted)

2020

$M

Lease liabilities recognised

(discounted)

2019

$M

Potential future lease

payments not included in

lease liabilities (discounted)

2019

$M

Fibre cables9–10–

Ducts, manholes and poles451351

Property212–209–

Total Lease Payable266254

Other leases

Chorus also leases IT equipment with contract terms of one to

three years. These leases are of low value. Chorus has elected not

to recognise right of use assets and lease liabilities for these leases.

Lease receivable

Chorus has leased exchange space and commercial co-location

space owned by Spark. Chorus in turn leases exchange space

and commercial co-location space to Spark under finance lease

arrangements. The term of the leases varies from three to ten

years and include rights of renewal.

Annual Report 202049
The full term has been used in the calculation of finance lease

receivables as it is likely due to the specialised nature of the

buildings that the leases will be renewed to the maximum

term. The payable and receivable under these finance lease

arrangements are net settled in cash.

Lease income from lease contracts in which Chorus acts as a

lessor is as below:

2020

$M

2019

$M

Finance leases

Finance income on the net investment in the lease

38

The following table sets out a maturity analysis of lease payments receivable:

2020

$M

2019

$M

Less than one year36

One to two years–4

Total lease receivable310

Non-current lease payables are shown net of non-current lease receivable.

Note 6 – Crown Infrastructure Partners (CIP) securities

Ultra-Fast Broadband (UFB)

Chorus receives Crown funding to finance construction costs

associated with the development of the UFB network. For the

first phase of the UFB network build (UFB1) Chorus received

funding at a rate of $1,118 for every premises passed (as

certified by CIP), in return Chorus issued CIP equity securities,

CIP debt securities and CIP warrants. The equity and debt

securities had an issue price of $1 and were issued on a 50:50

basis. For each premises passed, $559 of equity securities

and $559 of debt securities were issued and Chorus received

$1,118 funding in return. CIP warrants were issued for nil value.

UFB1 build was completed in December 2019 to a total value

of $924 million funding received. This was slightly below the

$929 million allowed for under the programme, because small

infill developments did not meet the programme criteria for CIP

funding. As at 30 June 2020, there have been 827,000 premises

passed and tested by CIP under UFB1 (30 June 2019: 761,000).

For the second phase of the UFB network build (UFB2 and

UFB2+), there are five different funding rates applied, at an

average rate of $1,828 for every premises passed (as certified by

CIP). In return for the CIP funding, CIP equity and debt securities

will be issued on very similar terms as UFB1 securities. Chorus

can elect the mix of securities to be issued (up to a maximum

of $189 million equity securities for UFB2). There are no CIP

warrants in relation to UFB2 and UFB2+ funding. The total

committed funding available for Chorus for the second phase is

expected to be $409 million. As at 30 June 2020, for UFB2 and

UFB2+ there have been 83,000 premises passed and tested by

CIP (30 June 2019: UFB2 and UFB2+ 36,000).

The CIP equity and debt securities are recognised initially

at fair value plus any directly attributable transaction costs.

Subsequently, they are measured at amortised cost using the

effective interest method. The fair value is derived by discounting

the equity securities and debt securities per premises passed by

the effective rate based on market rates. The difference between

funding received and the fair value of the securities is recognised

as Crown funding. Over time, the CIP debt and equity securities

increase to face value and the Crown funding is released against

depreciation and reduces to nil.

CIP equity securities

CIP equity securities are a class of non-interest bearing security

that carry no right to vote at meetings of holders of Chorus

ordinary shares but entitle the holder to a preferential right to

repayment on liquidation and additional rights that relate to

Chorus’ performance under its construction contract with CIP.

Dividends will become payable on a portion of the CIP equity

securities from 2025 (2030 for UFB2 and UFB2+) onwards,

with the portion of CIP equity securities that attract dividends

increasing over time.

CIP equity securities can be redeemed by Chorus at any time by

payment of the issue price or issue of new ordinary shares (at a

5% discount to the 20-day volume weighted average price) to

the holder. In limited circumstances CIP equity securities may be

converted by the holder into voting preference or ordinary shares.

The CIP equity securities are required to be disclosed as a liability

until the liability component of the compound instrument expires.

Note 5 – Leases (cont.)

Annual Report 202050
CIP debt securities

CIP debt securities are unsecured, non-interest bearing and

carry no voting rights at meetings of holders of Chorus ordinary

shares. Chorus is required to redeem the CIP debt securities

in tranches from 2025 (2030 for UFB2 and UFB2+) to 2036 by

repaying the face value to the holder.

The principal amount of CIP debt securities consists of a senior

portion and a subordinated portion. The senior portion ranks

equally with all other unsecured, unsubordinated creditors of

Chorus, and has the benefit of any negative pledge covenant

that may be contained in any of Chorus’ debt arrangements.

The subordinated portion ranks below all other Chorus

indebtedness but above ordinary shares of Chorus. The initial

value of the senior portion is the present value (using a discount

rate of 8.5%) of the sum repayable on the CIP debt securities, and

the initial subordinated portion will be the difference between

the issue price of the CIP debt security and the value of the

senior portion.

CIP warrants

Chorus issues warrants to CIP for nil consideration along with

each tranche of CIP equity securities. Each CIP warrant gives CIP

the right, on a specified exercise date, to purchase at a set strike

price a Chorus share to be issued by Chorus. The strike price

for a CIP warrant is based on a total shareholder return of 16%

per annum on Chorus shares over the period December 2011 to

June 2036.

At 30 June 2020, Chorus had issued a total 14,216,213 warrants

which had a fair value and carrying value that approximated

zero (30 June 2019: 12,544,286 warrants issued). The number of

fibre connections made by 30 June 2020 impacts the number

of warrants that could be exercised. Because fibre connections

already exceed 20% before 30 June 2020, the number of

warrants that would be able to be exercised is 14,216,213

(30 June 2019: 12,544,286).

At 30 June 2020, the component parts of debt and equity

instruments including notional interest were:

20202019

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

Fair value on initial recognition

Balance at 1 July

15412928313291223

Additional securities recognised

at fair value

225577223860

Balance at 30 June176184360154129283

Accumulated notional interest

Balance at 1 July

363672262450

Notional interest131629101222

Balance at 30 June4952101363672

Total CIP securities225236461190165355

The fair value of CIP debt securities at balance date was

$287 million (30 June 2019: $248 million) compared to a

carrying value of $225 million (30 June 2019: $190 million).

The fair value of CIP equity securities at balance date was

$291 million (30 June 2019: $235 million) compared to a carrying

value of $236 million (30 June 2019: $165 million). The fair value

has been calculated using discount rates from market rates at

balance date and using Level 2 of the fair value hierarchy as

described in note 20.

Key assumptions in calculations on initial recognition

On initial recognition, the discount rate between 4.49% to 6.90%

(30 June 2019: 4.64% to 8.49%) for the CIP equity securities

and 2.50% to 6.90% (30 June 2019: 3.42% to 6.16%) for the CIP

debt securities used to discount the expected cash flows is

based on the NZ swap curve. The swap rates were adjusted for

Chorus specific credit spreads (based on market observed credit

spreads for debt issued with similar credit ratings and tenure).

The discount rate on the CIP equity securities is capped at

Chorus’ estimated cost of (ordinary) equity.

Note 6 – Crown Infrastructure Partners (CIP) securities (cont.)

Annual Report 202051
Note 7 – Crown funding

Crown funding is recognised at fair value where there is reasonable assurance that the funding is receivable and all attached

conditions will be complied with. Crown funding is then recognised in earnings as a reduction to depreciation expense on a

systematic basis over the useful life of the asset the funding was used to construct.

20202019

UFB

$M

RBI

$M

Other

$M

Total

$M

UFB

$M

RBI

$M

Other

$M

Total

$M

Fair value on initial

recognition

Balance at 1 July

6282426093054824251841

Additional funding

recognised at fair value

79–78680–989

Balance at 30 June707242671,01662824260930

Accumulated

amortisation of funding

Balance at 1 July

(56)(38)(14)(108)(41)(30)(12)(83)

Amortisation(18)(8)(1)(27)(15)(8)(2)(25)

Balance at 30 June(74)(46)(15)(135)(56)(38)(14)(108)

Total Crown funding6331965288157220446822

Current2625

Non-current855797

Ultra-Fast Broadband (UFB)

Chorus receives Crown funding to finance construction costs

associated with the development of the UFB network. During

the period Chorus has recognised funding for 112,438 (UFB1

65,274; UFB2 and UFB2+ 47,164) premises where the premises

was passed and tested by CIP as at 30 June 2020 (30 June 2019:

109,784; UFB1 75,860; UFB2 and UFB2+ 33,924).

This brings the total number of premises passed and tested by

CIP at 30 June 2020 to approximately 910,000 (30 June 2019:

797,000). The total number of premises passed (including those

that have not been tested by CIP) was approximately 917,000 at

30 June 2020 (30 June 2019: 842,000).

Continued recognition of the full amount of the Crown funding

is contingent on certain material performance targets being met

by Chorus. The most significant of these material performance

targets relate to compliance with certain specifications under

user acceptance testing by CIP. Performance targets to date have

been met.

Other

Chorus receives funding towards the cost of relocation of

communications equipment, school lead-ins and extending the

network coverage to rural areas.

Note 8 – Segmental reporting

An operating segment is a component of an entity that engages

in business activities from which it may earn revenues and incur

expenses and for which operating results are regularly reviewed

by the entity’s chief operating decision maker and for which

discrete financial information is available.

Chorus’ Chief Executive Officer (CEO) has been identified

as the chief operating decision maker for the purpose of

segmental reporting.

Chorus has determined that it operates in one segment

providing nationwide fixed line communications infrastructure.

The determination is based on the reports reviewed by the CEO

in assessing performance, allocating resources and making

strategic decisions.

All Chorus’ operations are provided in New Zealand, therefore no

geographic information is provided.

Three Chorus customers met the reporting threshold

of 10 percent of Chorus’ operating revenue in the year

to 30 June 2020. The total revenue for the year ended

30 June 2020 from these customers was $409 million

(30 June 2019: $433 million), $195 million (30 June 2019:

$197 million) and $117 million (30 June 2019: $109 million).

Annual Report 202052
Note 9 – Operating revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. Chorus recognises revenue when it transfers control of a product or service to a customer.

Chorus services provided to customersNature, performance obligation and timing of revenue

Fibre and copper connectionsProviding access to the Chorus fixed lines network to enable connections to the internet.

Chorus recognises revenue as it provides this service to its customers at a point in time.

Unbilled revenues from the billing cycle date to the end of each month are recognised as

revenue during the month the service is provided. Revenue is deferred in respect of the

portion of fixed monthly charges that have been billed in advance.

Value added network servicesProviding enhanced access to the Chorus fixed line network to enable internet access,

through backhaul and handover link services to connect across wider areas and to higher

quality levels. Recognition is the same as described for fibre and copper connections above.

InfrastructureProviding physical storage and site-sharing rental services for co-location of third party or

shared assets. This is billed and recognised on a monthly basis, based on a point in time.

Field servicesProviding services in the field to protect, strengthen, and increase the available network

– for example, installation services, wiring and consultation services. This is billed and

recognised as the service is provided over time. Revenue from installation of connections is

recognised upon completion of the connection.

Revenue by service

2020

$M

2019

$M

Fibre broadband393294

Fibre premium7374

Copper based voice82106

Copper based broadband271344

Data services copper1618

Value added network services2930

Infrastructure2424

Field services6574

Other66

Total operating revenue959970

Annual Report 202053
Note 10 – Operating expenses

2020

$M

2019

$M

Labour80 74

Network maintenance64 75

Other network costs29 33

Information technology47 50

Rent and rates13 13

Property maintenance12 17

Electricity15 17

Provisioning5 6

Insurance3 3

Consultants9 7

Regulatory levies7 16

Other27 23

Total operating expenses311 334

Labour

Labour of $80 million (30 June 2019: $74 million) represents

employee costs which are not capitalised.

Pension contributions

Included in labour costs are payments to the New Zealand

Government Superannuation Fund of $335,000 (30 June 2019:

$350,000) and contributions to KiwiSaver of $3.2 million

(30 June 2019: $3.1 million). At 30 June 2020 there were

14 employees in New Zealand Government Superannuation Fund

(30 June 2019: 16 employees) and 752 employees in KiwiSaver

(30 June 2019: 840 employees). Chorus has no other obligations

to provide pension benefits in respect of employees.

Charitable and political donations

Other costs include charitable donations to Lifeline, Women’s

Refuge, KidsCan and Porirua E-Learning Trust of $207,295

(30 June 2019: Consumer Foundation of $21,000, other

smaller charities of $20,000). Chorus has not made any political

donations (30 June 2019: nil).

Auditor remuneration

Included in other expenses are fees paid to auditors:

2020

$000's

2019

$000's

Audit and review of statutory financial statements537 537

Regulatory audit and assurance work298 268

Tax compliance services

1

21 50

Other assurance services

2

22 23

Other services

3

10 59

Total other services351 400

Total fees paid to the auditor888 937

1 Includes the tax treatment of the interest rate swap restructure and other sundry tax assistance (30 June 2019: Balance of GST review,

tax treatment of interest rate swaps closed out and other sundry tax assistance).

2 Relates to attendance at the Annual Shareholders Meeting and assurance relating to EMTN refresh comfort letters. (30 June 2019: Same services as

current year).

3 Other services included preparation and presentation of hedge accounting training (30 June 2019: preparation and presentation of hedge

accounting training and assistance in documenting current state process).

Annual Report 202054
Note 11 – Trade and other receivables

Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus transaction costs (if any).

They are subsequently measured at amortised cost (using the effective interest method) less impairment losses.

2020

$M

2019

$M

Trade receivables10796

Other receivables1023

Prepayments2428

Trade and other receivables141147

Current140140

Non-current17

Trade receivables are non-interest bearing and are generally on

terms of 20 working days or less.

Chorus maintains a provision for impairment losses when there

is objective evidence of its customers being unable to make

required payments and makes provision for doubtful debt

where debt is more than 60 days overdue. There have been no

significant individual impairment amounts recognised as an

expense. Trade receivables are net of allowances for disputed

balances with customers.

The ageing profile of trade receivables is as follows:

2020

$M

2019

$M

Not past due9184

Past due 1 – 30 days1612

10796

Chorus has a concentrated customer base consisting

predominantly of a small number of retail service providers.

The concentrated customer base heightens the risk that a dispute

with a customer, or a customer’s failure to pay for services, will

have a material adverse effect on the collectability of receivables.

Any disputes arising that may affect the relationship between

the parties will be raised by relationship managers and follow a

dispute resolution process. Chorus has $16 million of accounts

receivable that are past due but not impaired (30 June 2019:

$12 million). The carrying value of trade and other receivables

approximates the fair value. The maximum credit exposure is

limited to the carrying value of trade and other receivables.

Note 12 – Trade and other payables

Trade and other payables are initially recognised at fair value less transaction costs (if any). They are subsequently measured at

amortised cost using the effective interest method. Trade and other payables are non-interest bearing and are normally settled within

30 day terms. The carrying value of trade and other payables approximates their fair values.

2020

$M

2019

$M

Trade payables8294

Accruals125187

Personnel accrual1620

Revenue billed in advance5959

Trade and other payables282360

Current279360

Non-current3–

Annual Report 202055
Note 13 – Commitments

Network infrastructure project agreement

Chorus is committed to deploying infrastructure for premises in

the UFB2 and UFB2+ candidate areas awarded to Chorus, to be

built according to annual build milestones and to be completed

no later than December 2022. In total it is expected that the

communal infrastructure for UFB2 and UFB2+ will pass an

estimated 223,000 premises. Chorus has estimated it will cost

$548 to $568 million to build the communal UFB2 and UFB2+

network by the end of 2022.

West Coast Southland Network Build (WCSNB) agreement

Chorus has signed a contract with CIP to deploy fibre in the West

Coast area of the South Island. Chorus will be receiving funding

from CIP of $29 million for phase 1 of this project.

Capital expenditure

Refer to note 1 and note 2 for details of capital expenditure

commitments.

Lease commitments

Refer to note 5 for details of lease commitments.

Note 14 – Taxation

This note provides an analysis of Chorus’ income tax expense

and shows which amounts are recognised in the Income

statement, Statement of other comprehensive income or directly

in equity and how income tax expense is affected by non taxable

items. Income tax expense for the current year comprises

current and deferred tax. Income tax expense is recognised in

the Income statement, except to the extent it relates to items

recognised in the Statement of other comprehensive income

or directly in equity. In these cases, income tax expense is

recognised in the Statement of other comprehensive income or

directly in equity.

Deferred tax is recognised in respect of temporary differences

between the carrying amounts of assets and liabilities for

financial reporting purposes and the amount used for taxation

purposes. The amount of the deferred tax is based on the

expected manner of realisation of the carrying amount of

assets and liabilities, using the tax rates enacted or substantially

enacted at reporting year end. A deferred tax asset is recognised

only to the extent it is probable it will be utilised.

On 25 March 2020, Parliament passed legislation that restored

tax depreciation on non-residential buildings. The change

increases the tax base for these assets, giving rise to a reduced

difference between the carrying value and tax base. This results

in a reduction in deferred tax liability and income tax expense of

$5 million.

Income tax expense

2020

$M

2019

$M

Recognised in Income statement

Net earnings before tax

7378

Tax at 28%2122

Tax effect of adjustments

Other non-taxable items

53

Reinstatement of depreciation on buildings(5)–

Tax expense reported in Income statement2125

Comprising:

Current tax expense

16

Deferred tax expense2019

2125

Recognised in other comprehensive income

Net movement in hedging related reserves

3965

Tax at 28%1118

Tax benefit reported in other comprehensive income1118

Comprising:

Deferred tax benefit

1118

1118

Annual Report 202056
The movement in the deferred tax assets and liabilities is presented below. The deferred tax assets and liabilities are not offset as

Chorus is not a consolidated group for tax purposes.

Deferred tax receivable

Fair value portion

of derivatives

$M

Changes in fair

value of hedging

reserves

$M

Finance leases

$M

Total

$M

Balance at 1 July 20182156582

Recognised in the Income statement(2)–31

Recognised in other comprehensive income–18–18

Balance at 30 June 2019–3368101

Recognised in the Income statement––44

Recognised in other comprehensive income–11–11

Balance at 30 June 2020–4472116

Deferred tax payable

EMTN debt

securities

$M

Network,

software,

customer

retention and

other intangible

assets

$M

Other

$M

Total

$M

Balance at 1 July 201843011306

Prior period adjustment–(3)1(2)

Recognised in the Income statement(2)22222

Balance at 30 June 201923204326

Recognised in the Income statement(2)18824

Balance at 30 June 2020–33812350

Imputation credits

There are $74 million (30 June 2019: $103 million) imputation credits available for subsequent reporting periods. Chorus has

sufficient imputation credits to fully impute the 2020 final dividend.

Note 15 – Cash, call deposits, and cash overdraft

Cash and call deposits are held with bank and financial

institution counterparties rated at a minimum of A+, based on

rating agency Standard & Poor’s ratings.

There are no cash or call deposit balances held that are not

available for use.

The carrying values of cash and call deposits approximate

their fair values. The maximum credit exposure is limited to the

carrying value of cash and call deposits.

Cash and call deposits denominated in foreign currencies

are retranslated into New Zealand dollars at the spot rate

of exchange at the reporting date. All differences arising on

settlement or translation of monetary items are taken to the

Income statement.

Chorus has a $10 million overdraft facility which is used in

normal course of operations.

Cash flow

Cash flows from derivatives in cash flow and fair value hedge

relationships are recognised in the Statement of cash flows in

the same category as the hedged item.

For the purposes of the Statement of cash flows, cash is

considered to be cash on hand, in banks and cash equivalents,

including bank overdrafts and highly liquid investments that are

readily convertible to known amounts of cash which are subject

to an insignificant risk of changes in values.

Note 14 – Taxation (cont.)

Annual Report 202057
Note 16 – Equity

Share capital

Movements in Chorus Limited’s issued ordinary shares were as follows:

2020

Number of shares (millions)

2019

Number of shares (millions)

Balance 1 July439429

Dividend reinvestment plan510

Balance at 30 June444439

Chorus Limited has 444,491,560 fully paid ordinary shares

(30 June 2019: 439,288,154). The issued shares have no par value.

The holders of ordinary shares are entitled to receive dividends

as declared from time to time and are entitled to one vote per

share at meetings of Chorus Limited. Under Chorus Limited’s

constitution, Crown approval is required if a shareholder wishes

to have a holding of 10% or more of Chorus Limited’s ordinary

shares, or if a shareholder who is not a New Zealand national

wishes to have a holding of 49.9% or more of ordinary shares.

On 8 October 2019 and 14 April 2020, fully imputed dividends

of 13.5 cents per share and 10 cents per share respectively were

paid to shareholders. These two dividend payments totalled

$104 million (30 June 2019: 22.5 cents, $97 million).

Eligible shareholders (those resident in New Zealand or Australia)

can choose to have Chorus Limited reinvest all or part of their

dividends in additional Chorus Limited shares. For the year

ended 30 June 2020, 5,203,406 shares with a total value of

$28 million (30 June 2019: 9,646,957 shares, $48 million) were

issued in lieu of dividends.

Chorus Limited issues securities to CIP based on the number

of premises passed. CIP securities are a class of security that

carry no right to vote at meetings of holders of Chorus Limited

ordinary shares but carry a preference on liquidation. Refer to

note 6 for additional information on CIP securities.

Should Chorus Limited return capital to shareholders, any return

of capital that arose on demerger may be taxable as Chorus

Limited had zero available subscribed capital on demerger.

Employee share plans

Employee equity building scheme

Chorus operated an employee equity building scheme to

provide employees the opportunity to become familiar with

the shareholder experience. Chorus and eligible employees

contributed together to purchase shares on market. The shares

were then held by the Trustee (Trustees Executors Limited) and

vested to participating employees after a three year period.

Chorus terminated the scheme in the year ended 30 June 2020,

so no offer was made to employees and there were no shares

purchased for the employee share plan (30 June 2019: nil).

At 30 June 2020 the scheme held no shares on behalf of any

employees (30 June 2019: 72,219 shares, 539 employees), and

the trust was wound up.

Long-term performance share scheme

Chorus operates a long-term performance share scheme for

selected key management personnel.

In August 2017, Chorus issued one three-year grant. The

shares have a vesting date of 8 September 2020 and an

expiry date of 8 September 2021. The grant has an absolute

performance hurdle (Chorus’ actual total shareholder

return equalling or being greater than 10.6% per annum

compounding) ending on the vesting date, with provision for

monthly retesting in the following twelve month period.

In August 2018, Chorus issued one three-year grant. The shares

have a vesting date of 27 August 2021 and an expiry date of

27 February 2022. The grant has an absolute performance hurdle

(Chorus’ actual total shareholder return equalling or being

greater than 10.4% per annum compounding) ending on the

vesting date, with provision for monthly retesting in the following

six month period.

The shares are held by a nominee (Chorus LTI Trustee Limited)

on behalf of the participants, until after the shares vest when the

nominee is directed to transfer or sell the shares. If the shares do

not vest, they may be held or sold by the nominee. The shares

carry the same rights as all other shares.

Participants have been provided with interest-free limited

recourse loans to fund the 245,094 shares purchased under the

LTI scheme (30 June 2019: 380,026 shares).

The Chorus Board of Directors (Board) approved a different

long-term performance share scheme for key senior management

from 1 July 2019, based on issuing share-rights instead of issuing

shares. The existing grants will continue until their vesting date.

In August 2019, Chorus issued a tranche of share rights under the

new scheme. The shares have a vesting date of 30 August 2022

and an expiry date of 30 August 2023. The grant has an absolute

performance hurdle (Chorus’ actual total shareholder return

equalling or being greater than 10.35% per annum compounding)

ending on the vesting date, with provision for monthly retesting in

the following twelve month period.

The LTI scheme is an equity settled scheme and treated as an

option plan for accounting purposes. Each tranche of each grant

was valued separately. The absolute performance hurdle was

valued using the Black Scholes valuation model.

The combined option cost for the year ended 30 June 2020

of $392,000 has been recognised in the Income statement

(30 June 2019: $334,000).

Significant assumptions used in the valuation models are:

1) A volatility of the Chorus share price of 21%,

2) That dividends will be paid over the term of the scheme, and

3) An absolute Total Shareholder Return performance threshold

percentage.

Reserves

Refer to note 19 for information on the cash flow hedge reserve

and cost of hedging reserve.

Annual Report 202058
Note 17 – Earnings per share

The calculation of basic earnings per share at 30 June 2020 is based on the net earnings for the year of $52 million (30 June 2019:

$53 million), and a weighted average number of ordinary shares outstanding during the period of 444 million (30 June 2019:

435 million), calculated as follows:

Basic earnings per share20202019

Net earnings attributable to ordinary shareholders ($ millions)5253

Denominator - weighted average number of ordinary shares (millions)444435

Basic earnings per share (dollars)0.120.12

Diluted earnings per share

Net earnings attributable to ordinary shareholders ($ millions)

5253

Weighted average number of ordinary shares (millions)444435

Ordinary shares required to settle CIP equity securities (millions)8388

Ordinary shares required to settle CIP warrants (millions)1413

Denominator - diluted weighted average number of shares (millions)541536

Diluted earnings per share (dollars)0.100.10

The number of ordinary shares that would have been required to settle all CIP equity securities and CIP warrants on issue at 30 June

has been used for the purposes of the diluted earnings per share calculation.

Net tangible assets per security

Net tangible assets per security as at 30 June 2020 was $1.39 (30 June 2019: $1.64).

Note 18 – Related party transactions

Transactions with related parties

Key management personnel are defined as those persons having authority and responsibility for planning, directing, and controlling

the activities of the Group, directly or indirectly, and include the Directors, the Chief Executive, and his direct reports. Certain key

management personnel have interests in a number of companies that Chorus has transactions with in the normal course of business.

Chorus has loans to employees and nominees receivable at 30 June 2020 of $0.9 million (30 June 2019: $1.5 million) as outlined in

the employee share plan section of note 16. All loans outstanding are interest-free limited recourse loans.

Key management personnel compensation

2020

$000's

2019

$000's

Short term employee benefits8,3688,316

Termination benefits–302

Share based payments392334

8,7608,952

This table includes gross remuneration of $1.1 million (30 June 2019: $1.1 million) paid to Directors and $7.7 million (30 June 2019:

$7.9 million) paid to key management personnel for the year.

Refer to note 16 for details of long term incentives.

Annual Report 202059
Note 19 – Derivatives

Chorus uses derivative financial instruments to reduce its

exposure to fluctuations in foreign currency exchange rates,

interest rates and the spot price of electricity. The use of hedging

instruments is governed by the treasury policy approved by the

Board. Derivatives are initially recognised at fair value on the

date a derivative contract is entered into and are subsequently

remeasured to fair value, with an adjustment made for credit

risk in accordance with NZ IFRS 9: Financial Instruments.

The fair values are estimated on the basis of the quoted market

prices for similar instruments in an active market, or quoted

prices for identical or similar instruments in inactive markets.

Where quoted prices are not available, the fair value of financial

instruments is valued using models where all significant inputs

are observable.

The method of recognising the resulting remeasurement

gain or loss depends on whether the derivative is designated

as a hedging instrument. If the derivative is not designated

as a hedging instrument, the remeasurement gain or loss is

recognised immediately in the Income statement.

Finance expense includes any unrealised ineffectiveness

arising from the Euro Medium Term Notes (EMTN) hedge

relationships. The GBP EMTN matured on 6 April 2020 and the

remaining unamortised balance was recognised in the period

to 30 June 2020. For the year ended 30 June 2020, a debit of

$2 million ineffectiveness was recognised within finance expense

in the Income statement (30 June 2019: $6 million).

In conjunction with the EMTN EUR 500 million issued in October

2016 and the EMTN EUR 300 million issued in December 2019,

Chorus entered into cross currency interest rate swaps to

hedge the foreign currency and foreign interest rate risks on

the EUR EMTNs. The 2016 swaps have an aggregate principal

of EUR 500 million on the receive leg and NZD 785 million on

the pay leg, and the 2019 swaps have an aggregate principal

of EUR 300 million on the receive leg and NZD 514 million

on the pay leg. Using the cross currency interest rate swaps,

Chorus will pay New Zealand Dollar floating interest rates and

receive EUR nominated fixed interest with coupon payments

matching the underlying notes. Chorus designated the

EMTN and cross currency interest rate swaps into three-part

hedging relationships for each issue; a fair value hedge of EUR

benchmark interest rates, a cash flow hedge of margin and a

cash flow hedge of the principal exchange. For the year ended

30 June 2020, $1 million ineffectiveness was recognised in

finance expense (30 June 2019: nil). The cost of hedging (the fair

value of the change in currency basis spread) recognised in the

cost of hedging reserve, for the year ended 30 June 2020, was

$4 million (30 June 2019: nil).

As at 30 June 2020 Chorus holds all interest rate swaps in

designated hedging relationships. All are held in effective

hedging relationships and their unrealised gains or losses are

recognised in the cash flow hedge reserve.

Three interest rate swaps have been restructured; two in

December 2018 and one in February 2020. The two December

2018 restructured interest rate swaps have a combined face

value of $500 million and were reset in conjunction with the

resettable NZD fixed rate bond issued on 6 December 2018 to

hedge interest rate exposure from December 2023. As part of

the restructure, the original hedge relationship was discontinued

and on termination there was a net present value of $14 million

to be recognised in the cash flow hedge reserve. This amount

was held in the cash flow hedge reserve as the hedged item

still exists and is amortised over the original hedge period (April

2020-April 2026). The unamortised balance of the original

fair values at 30 June 2020 is $13 million (30 June 2019: $14

million). The forward dated interest rate swap restructured in

February 2020 had a face value of $200 million and was reset

to be in conjunction with the EUR 300 million EMTN issued on

5 December 2019, to hedge interest rate exposure from April

2020. The original hedge relationship was discontinued and on

termination had a net present value of $27 million. This amount

was held in the cash flow hedge reserve as the hedged item still

exists and will be amortised over the original hedge period (April

2020-April 2026). The unamortised balance of the original fair

values at 30 June 2020 was $26 million (30 June 2019: nil).

As long as the hedges remain effective, any future gains or losses

will be processed through the hedge reserve; however, the initial

fair values will flow to finance expense in the Income statement

at some time over the life of the derivatives as ineffectiveness.

Neither the direction, nor the rate of the impact of the Income

statement can be predicted. For the period to 30 June 2020,

nil ineffectiveness was recognised within finance expense

in the Income statement in relation to these restructures

(30 June 2019: nil).

Hedge accounting

Chorus designates certain derivatives as either:

• Fair value hedges (of the fair value of recognised assets or

liabilities or firm commitments); or

• Cash flow hedges (of highly probable forecast transactions).

At inception each hedge relationship is formalised in NZ IFRS 9

compliant hedge documentation.

Chorus has a 1:1 hedge ratio and sources of ineffectiveness are

driven by credit value adjustment of derivatives.

Cash flow hedges

For cash flow hedges the effective part of the changes in

fair value of the hedging derivative are deferred in Other

comprehensive income and are transferred to the Income

statement when the hedged item affects the Income statement.

Any gain or loss relating to the ineffective portion of the hedging

instrument in cash flow hedge relationships are recognised in

the Income statement.

Hedge accounting is discontinued when the hedge instrument

expires or is sold, terminated, exercised, or no longer qualifies for

hedge accounting.

Annual Report 202060
Once hedging is discontinued, any cumulative gain or loss

previously recognised in Other comprehensive income is

recognised in the Income statement either:

• at the same time as the forecast transaction; or

• immediately if the transaction is no longer expected to occur.

Cash flow hedge reserve

The cash flow hedge reserve comprises the effective portion of

the cumulative net change in the fair value of cash flow hedging

instruments related to hedged transactions that have not yet

affected the Income statement.

For cash flow hedges, the effective portion of gains or losses

from remeasuring the fair value of the hedging instrument is

recognised in Other comprehensive income and accumulated

in the cash flow hedge reserve. Accumulated gains or losses are

subsequently transferred to the Income statement when the

hedged item affects the Income statement, or when the hedged

item is a forecast transaction that is no longer expected to occur.

Alternatively, when the hedged item results in a non-financial

asset or liability, the accumulated gains and losses are included

in the initial measurement of the cost of the asset or liability.

A reconciliation of movements in the cash flow hedge reserve:

2020

$M

2019

$M

Balance at 1 July7427

Changes in cash flow hedges3963

Amortisation of de-designated cash flow hedges transferred to Income statement42

Tax b e n ef it(12)(18)

Closing balance at 30 June10574

Fair value hedges

Under a fair value hedge, the hedged item is revalued at fair

value in respect of the hedged risk. This revaluation is recognised

in the Income statement to offset the mark-to -market

revaluation of the hedging derivative.

Once hedging is discontinued, the fair value adjustment to the

carrying amount of the hedged item arising from the hedged

risk is amortised through the Income statement from that date

through to maturity of the hedged item. If the hedged item is

derecognised any corresponding fair value hedge adjustment is

immediately recognised in the Income statement.

Cost of hedging reserve

The cost of hedging reserve captures changes in the fair value

of the cost to convert foreign currency to NZD of Chorus’ cross

currency interest rate swaps on the EUR EMTN.

A reconciliation of movements in the cost of hedging reserve:

2020

$M

2019

$M

Balance at 1 July99

Change in currency basis spreads (when excluded from the designation)(4)–

Tax expense1–

Closing balance at 30 June69

Note 19 – Derivatives (cont.)

To hedge the interest rate risk and foreign currency risk on the

EUR EMTN, Chorus uses cross currency interest rate swaps.

For hedge accounting purposes, these swaps were aggregated

and designated as two cash flow hedges and a fair value hedge.

Chorus hedges a portion of the EUR EMTN for Euro fixed rate

interest to Euro floating rate interest via a fair value hedge.

In this case, the change in the fair value of the hedged risk is also

attributed to the carrying value of the EMTN (refer to note 4).

Annual Report 202061
Hedging instruments used (pre-tax):

Life to date values as at 30 June 2020

Year to date values recognised during the year

ended 30 June 2020

Carrying amount

of the hedging

instrument

Hedge effectiveness

in reserves

Hedge

effectiveness

Hedge

ineffectiveness

Currency

Maturity

years

Average

rate

Nominal

amount

of the

hedging

instrument

$M

Assets

$M

Liabilities

$M

Change

in value

used for

calculating

hedge

effectiveness

$M

Cost of

hedging

reserve

$M

Cash

flow

hedge

(OCI)

$M

Cash flow

hedge

reclassified

to the

Income

statement

$M

Fair value

hedge

(Income

statement

gain)

$M

Recognised

in the Income

statement loss

$M

Cash flow hedges

Cross currency

interest rate swaps

NZD:GBP0Floating–––––178(186)–(2)

Interest rate swapsNZD04.89%–––––18–––

Interest rate swaps

(including forward

starting)

NZD4 – 91.93%600–(31)(31)–12–––

Restructured

interest rate swaps

2018 (forward

starting)

NZD94.41%500–(81)(65)–(31)–––

Restructured

interest rate swap

2020

NZD73.35%200–(36)(8)–(34)–––

Forward exchange

rate contracts

NZD:USD1 – 20.6586221–1–1(1)––

Forward exchange

rate contracts

NZD:SEK16.016834––––––––

Electricity futuresNZD1 – 3NANA1–1–1(1)––

Fair value and cash flow hedges

Cross currency

interest rate swaps

NZD:EUR4Floating78585–95(11)27(24)(1)–

Cross currency

interest rate swaps

NZD:EUR7Floating5148–625(8)(6)(1)

Total hedged derivatives2,65595(148)(1)(9)177(220)(7)(3)

Current–2–––

Non-current–93(148)––

Note 19 – Derivatives (cont.)

Annual Report 202062
Life to date values as at 30 June 2019

Year to date values recognised during the year

ended 30 June 2019

Carrying amount

of the hedging

instrument

Hedge effectiveness

in reserves

Hedge

effectiveness

Hedge

ineffectiveness

Currency

Maturity

years

Average

rate

Nominal

amount

of the

hedging

instrument

$M

Assets

$M

Liabilities

$M

Change

in value

used for

calculating

hedge

effectiveness

$M

Cost of

hedging

reserve

$M

Cash

flow

hedge

(OCI)

$M

Cash flow

hedge

reclassified

to the

Income

statement

$M

Fair value

hedge

(Income

statement

gain)

$M

Recognised

in the Income

statement loss

$M

Cash flow hedges

Cross currency

interest rate swaps

NZD:GBP1 Floating677–(179)(63)–29(16)–(6)

Interest rate swapsNZD14.89%676–(18)(18)–(15)–––

Interest rate swaps

(including forward

starting)

NZD1 – 72.87%750–(42)(42)–(35)–––

Restructured

interest rate swaps

(forward starting)

NZD94.41%500–(49)(33)–(33)–––

Forward exchange

rate contracts

NZD:USD1 – 20.6933321–1–13––

Forward exchange

rate contracts

NZD:SEK1 – 25.887951––––––––

Electricity futuresNZD1 – 2NANA2–2–2–––

Fair value and cash flow hedges

Cross currency

interest rate swaps

NZD:EUR4Floating78556–67(12)16(17)(24)–

Total hedged

derivatives

3,47159(288)(86)(12)(35)(30)(24)(6)

Current–3(197)––

Non-current–56(91)––

All hedging instruments can be found in the derivative finance assets and liabilities, in the Statement of financial position. Items taken

to the Income statement have been recognised in finance expenses (refer note 4).

Credit risk associated with derivative financial instruments is managed by ensuring that transactions are executed with counterparties

with high quality credit ratings along with credit exposure limits for different credit classes. The counterparty credit risk is monitored

and reviewed by the Board on a regular basis.

Note 19 – Derivatives (cont.)

Annual Report 202063
Note 20 – Financial risk management

Chorus’ financial instruments consist of cash, short-term

deposits, trade and other receivables (excluding prepayments),

investments and advances, trade payables and certain other

payables, syndicated bank facilities, EMTN, fixed rate NZD bonds,

derivative financial instruments and CIP securities. Financial

risk management for currency and interest rate risk is carried

out by the treasury function under policies approved by the

Board. Chorus’ risk management policy, approved by the Board,

provides the basis for overall financial risk management.

Chorus does not hold or issue derivative financial instruments

for trading purposes. All contracts have been entered into with

major creditworthy financial institutions. The risk associated with

these transactions is the cost of replacing these agreements at

the current market rates in the event of default by a counterparty.

Currency risk

Chorus’ exposure to foreign currency fluctuations predominantly

arises from the foreign currency debt and future commitments

to purchase foreign currency denominated assets. The primary

objective in managing foreign currency risk is to protect against

the risk that Chorus assets, liabilities and financial performance

will fluctuate due to changes in foreign currency exchange rates.

Chorus enters into foreign exchange contracts and cross currency

interest rate swaps to manage the foreign exchange exposure.

Chorus has EUR 800 million foreign currency debt in the form of

EMTN. The EUR EMTN has in place cross currency interest rate

swaps under which Chorus receives EUR 800 million principal

and EUR fixed coupon payments for $1.299 billion principal

and floating NZD interest payments. The exchange gain or

loss resulting from the translation of EMTN denominated in

foreign currency to NZD is recognised in the Income statement.

The movement is offset by the translation of the principal value of

the related cross currency interest rate swap.

As at 30 June 2020, Chorus did not have any significant

unhedged exposure to currency risk (30 June 2019: no

significant unhedged exposure to currency risk). A 10% increase

or decrease in the exchange rate, with all other variables held

constant, would have minimal impact on profit and equity

reserves of Chorus.

Electricity price risk

In the normal course of business, Chorus is exposed to a

variety of financial risks which include the volatility in electricity

prices. Chorus has entered into electricity swap contracts

to reduce the exposure to electricity spot price movements.

Chorus has designated the electricity contracts as cash flow

hedge relationships.

A 10% increase or decrease in the spot price of electricity, with

all other variables held constant, would have minimal impact on

profit and equity reserves of Chorus.

Interest rate risk

Chorus has interest rate risk arising from the cross currency

interest rate swap converting the foreign debt into a floating

rate NZD obligation as well as loans under the syndicated

bank facility, which are subject to floating interest rates.

Where appropriate, Chorus aims to reduce the uncertainty of

changes in interest rates by entering into interest rate swaps to

fix the effective interest rate to minimise the cost of net debt

and manage the impact of interest rate volatility on earnings.

The interest rate risk on a portion of the EUR cross currency

interest rate swaps has been hedged using interest rate swaps.

Interest rate repricing analysis

30 June 2020

Within 1 Year

$M

1 – 2 Years

$M

2 – 3 Years

$M

3 – 4 Years

$M

4 – 5 Years

$M

Greater than 5

years

$M

Total

$M

Floating rate

Cash and deposits

5–––––5

Debt (after hedging)599–––––599

Fixed rate

Debt (after hedging)

430––350–8501,630

CIP securities–––––461461

Leases (net settled)(1)2223166174

1,0332235231 ,4772,869

30 June 2019

Floating rate

Cash and deposits

(273)–––––(273)

Debt (after hedging)335–––––335

Fixed rate

Debt (after hedging)

877400––2505002,027

CIP securities–––––355355

Leases (net settled)(5)(1)222165165

934399222521,0202,609

Annual Report 202064
Sensitivity Analysis

A change of 100 basis points in interest rates with all other variables held constant, would increase or decrease equity (after hedging)

and earnings after tax by the amounts shown below:

2020

$M

Profit / (loss)

2020

$M

Equity (increase)

/ decrease

2019

$M

Profit / (loss)

2019

$M

Equity (increase)

/ decrease

100 basis point increase3(4)1(12)

100 basis point decrease(3)6(1)14

Credit risk

In the normal course of business, Chorus incurs counterparty

credit risk from financial instruments, including cash, trade

and other receivables, finance lease receivables and derivative

financial instruments.

Chorus has certain derivative transactions that are subject to

bilateral credit support agreements that require Chorus or the

counterparty to post collateral to support the value of certain

derivatives. As at 30 June 2020 no collateral was posted.

The maximum exposure to credit risk at the reporting date was

as follows:

Notes

2020

$M

2019

$M

Cash and call deposits15–273

Trade and other receivables11117119

Derivative financial instruments199559

Lease receivable536

Maximum exposure to credit risk215457

Refer to individual notes for additional information on credit risk.

Chorus enters into derivative transactions under the International

Swaps and Derivatives Association (ISDA) master agreements.

The ISDA agreements do not meet the criteria for offsetting

in the Statement of financial position. This is because Chorus

does not currently have any legally enforceable right to offset

recognised amounts. Under the ISDA agreements the right to

offset is enforceable only on the occurrence of future events

such as a default on the bank loans or other credit events.

The potential net impact of this offsetting is shown below.

Chorus does not hold, and is not required to post, collateral

against its derivative positions.

Net derivatives after applying rights of offset under

ISDA agreements:

2020

$M

2019

$M

Derivative assets9559

Derivative liabilities(148)(288)

Net amount(53)(229)

Note 20 – Financial risk management (cont.)

Annual Report 202065
Liquidity risk

Liquidity risk is the risk that Chorus will encounter difficulty raising liquid funds to meet commitments as they fall due or foregoing

investment opportunities, resulting in defaults or excessive debt costs. Prudent liquidity risk management implies maintaining

sufficient cash and the ability to meet its financial obligations. Chorus’ exposure to liquidity risk based on contractual cash flows

relating to financial liabilities is summarised below:

30 June 2020

Carrying

amount

$M

Contractual

cashflow

$M

Within 1 Year

$M

1 – 2 Years

$M

2 – 3 Years

$M

3 – 4 Years

$M

4 – 5 Years

$M

5+ Years

$M

Non derivative financial liabilities

Trade and other payables

2822822793––––

Leases (net settled)2664421417171617361

Debt2,3222,6104874040911311,101

CIP securities461461–––––461

Derivative financial liabilities

Interest rate swaps

148157161616212563

Cross currency interest rate swaps:

Inflows

–(1,464)(14)(14)(14)(885)(5)(532)

Outflows931,44431293080613535

Electricity contracts1(1)(1)–––––

Forward exchange contracts:

Inflows

1(45)(24)(21)––––

Outflows–442321––––

30 June 2019

Carrying

amount

$M

Contractual

cashflow

$M

Within 1 Year

$M

1 – 2 Years

$M

2 – 3 Years

$M

3 – 4 Years

$M

4 – 5 Years

$M

5+ Years

$M

Non derivative financial liabilities

Trade and other payables

360360360–––––

Leases (net settled)254442914171616370

Debt2,2322,5785754513535881601

CIP securities355426–––––426

Derivative financial liabilities

Interest rate swaps

109127228881368

Cross currency interest rate swaps:

Inflows

–(1,401)(522)(10)(10)(10)(849)–

Outflows1231,612722323232794–

Electricity contracts2(2)(2)–––––

Forward exchange contracts:

Inflows

1(59)(59)–––––

Outflows–5858–––––

The gross (inflows)/outflows of derivative financial liabilities

disclosed in the table represent the contractual undiscounted

cash flows relating to derivative financial liabilities held for risk

management purposes and which are usually not closed out

prior to contractual maturity. The disclosure shows net cash

flow amounts for derivatives that are net cash settled and

gross cash inflow and outflow amounts for derivatives that

have simultaneous gross cash settlement (for example forward

exchange contracts).

Chorus manages liquidity risk by ensuring sufficient access

to committed facilities, continuous cash flow monitoring

and maintaining prudent levels of short term debt maturities.

At balance date, Chorus had available $520 million under the

syndicated bank facilities (30 June 2019: $550 million).

Capital risk management

Chorus manages its capital considering shareholders’ interests,

the value of its assets and credit ratings. The capital Chorus

manages consists of cash and debt balances.

Note 20 – Financial risk management (cont.)

Annual Report 202066
The Chorus Board’s broader capital management objectives

include maintaining an investment grade credit rating with

headroom. In the longer term, the Board continues to consider a

‘BBB’ rating appropriate for a business like Chorus.

Hedge accounting

Chorus designates and documents the relationship between

hedging instruments and hedged items, as well as the risk

management objective and strategy for undertaking various

hedge transactions. At hedge inception (and on an ongoing

basis), hedges are assessed to establish if they are effective in

offsetting changes in fair values or cash flows of hedged items.

Hedge accounting is discontinued if:

(a) the hedging instrument expires or is sold, terminated,

or exercised;

(b) the hedge no longer meets the criteria for hedge accounting;

or

(c) the hedge designation is revoked.

Hedges are classified into two primary types: cash flow hedges

and fair value hedges. Refer to note 19 for additional information

on cash flow and fair value hedge reserves.

Fair value

Financial instruments are either carried at amortised cost, less

any provision for impairment losses, or fair value. The only

significant variances between instruments held at amortised cost

and their fair value relates to the EMTN.

For those instruments, recognised at fair value in the statement

of financial position, fair values are determined as follows:

Level 1: Quoted market prices – financial instruments with

quoted prices for identical instruments in active markets.

Level 2: Valuation techniques using observable inputs – financial

instruments with quoted prices for similar instruments

in active markets or quoted prices for identical or similar

instruments in inactive markets. Where quoted prices are

not available, the fair value of financial instruments is valued

using models where all significant inputs are observable.

Level 3: Valuation techniques with significant non-observable

inputs – financial instruments valued using models

where one or more significant inputs are not observable.

The relevant financial assets and financial liabilities and their

respective fair values are outlined in note 19 and are all Level 2

(30 June 2019: Level 2).

Cross currency interest rate swaps, interest rate swaps and

forward-dated interest rate swaps

Fair value is estimated by using a valuation model involving

discounted future cash flows of the derivative using the

applicable forward price curve (for the relevant interest rate and

foreign exchange rate) and discount rate.

Electricity swaps

Fair value is estimated on the ASX forward price curve that relates

to the derivative.

Note 21 – Contingent liabilities

Chorus has an outstanding legal dispute with Creative Development Solutions (CDS) where CDS allege that Chorus breached

obligations of confidentiality in respect of telecommunications network design in Marlborough. Chorus was successful on all counts

at the High Court hearing in September 2019 and was awarded costs against CDS. CDS has appealed the High Court decision and

Chorus remains confident that the High Court’s decision will be upheld by the Court of Appeal when the appeal is heard in October.

There are no other contingent liabilities as at 30 June 2020.

Note 20 – Financial risk management (cont.)

Annual Report 202067
Note 22 – Subsequent events

Dividends

On 24 August 2020 Chorus declared a dividend in respect of

year ended 30 June 2020. The total amount of the dividend

is $62 million, which represents a fully imputed dividend of

14.0 cents per ordinary share.

West Coast Southland Network Build (WCSNB) agreement

Chorus has signed an additional agreement as part of the

WCSNB in July 2020 and is committed to deploying fibre in the

Milford Sound area of the South Island. Chorus will be receiving

CIP funding of $17 million for phase 2 of this project.

CIP Non-Standard Installations (NSI) agreement

In September 2016 Chorus agreed with CIP that Chorus would

continue to fund non-standard installations (NSI) of UFB fibre

connections on the basis that the NSI contribution from Chorus

would be recoverable as part of the regulated asset base that

will underpin the new regulatory model to be implemented by

the Commerce Commission. At the request of the Commission

the implementation of the new regulatory model was delayed

by two years to 1 January 2022. Chorus and CIP have agreed to

adjust some unissued equity securities due to the consequential

delay in recovering the NSI funding. CIP will extend the dividend

payment dates to 2036 on all UFB2 equity securities called by

Chorus after 1 July 2020. The dividend payment dates of $90m

of UFB2 equity securities that are still to be issued have been

extended by a weighted average of 4 years.

Annual Report 202068

Annual Report 202069
Governance

and disclosures

70 Our Board

72 Corporate governance framework

79 Managing risk

82 Acting ethically

83 Climate change assessment

85 Stakeholder engagement

86 Diversity and inclusion

90 Remuneration and performance

96 Disclosures

104 Glossary

105 Disclaimer

Annual Report 202070
Our Board

Patrick Strange

BE (Hons), PhD

Chair

Director since 6 April 2015

Independent

Patrick has spent 30 years

working as a senior executive

and director in both private

and listed companies,

including more than six

years as Chief Executive

of Transpower where he

oversaw Transpower’s

$3.8 billion of essential

investment in the National

Grid. Patrick is currently

chair of Auckland

International Airport, and

a director of Mercury NZ.

Patrick is chair of our

Nominations and Corporate

Governance Committee.

Jon Hartley

BA Econ Accounting

(Hons), Fellow ICA

(England & Wales),

Associate ICA (Australia),

Fellow AICD

Deputy Chair

Director since

1 December 2011

Independent

Jon is a chartered

accountant and fellow

of the Australian Institute

of Company Directors.

He has held senior roles

across a diverse range of

commercial and not for

profit organisations in several

countries, including as chair

of SkyCity, deputy chair of

ASB Bank and Sovereign

Assurance Company,

director of Mighty River

Power, chair of VisionFund

International, chair of the

Wellington City Mission,

a trustee of World Vision

New Zealand, CEO

of Brierley New Zealand

and Solid Energy, and CFO

of Lend Lease in Australia.

Jon is currently chair

of Kiwibank Limited,

Timberlands and

VisionFund International.

Jon is on our Audit and Risk

Management Committee

and our Nominations and

Corporate Governance

Committee.

Jon will step down from the

Board as at 31 August 2020.

Mark Cross

BBS (Accounting &

Finance), CA

Director since

1 November 2016

Independent

Mark is an experienced

director with more than

20 years of international

experience in corporate

finance and investment

banking.

Mark is currently chair of

Milford Asset Management,

and MFL Mutual Fund

Superannuation Investments,

and is a director of Z Energy

and Xero. He is also a former

director of Genesis Energy

and Argosy Property.

Mark is a member of

Chartered Accountants

Australia and New Zealand,

a chartered member

of the Institute of Directors

NZ and a member of the

Australian Institute of

Company Directors.

Mark is chair of our Audit

and Risk Management

Committee.

Prue Flacks

LLB, LLM

Director since

1 December 2011

Independent

Prue is a professional director

with experience across a

range of industries.

Prue was formerly a

commercial lawyer and a

partner in the national law

firm Russell McVeagh for

20 years. Her expertise

includes corporate and

regulatory matters, corporate

finance, capital markets

and business restructuring.

Prue is currently a director

of Bank of New Zealand and

chair of Mercury NZ Limited.

She is a chartered member

of the Institute of Directors.

Prue is on our People,

Performance and Culture

Committee and on our

Nominations and Corporate

Governance Committee.

Annual Report 202071
Our Board and management are committed to

ensuring our people act ethically, with integrity

and in accordance with our policies and values.

Murray Jordan

MProp

Director since

1 September 2015

Independent

Murray has extensive

experience in the

management of highly

customer focused

organisations and in

navigating extremely

complex environments,

including as managing

director of Foodstuffs North

Island, one of New Zealand's

largest companies.

Murray has also previously

held various general manager

positions at Foodstuffs and

management roles in the

property investment and

development sectors. He is a

director of Metcash Limited,

an ASX listed company,

Southern Cross Medical

Care Society, SkyCity and

Stevenson Group, and a

Board trustee of Starship

Foundation.

Murray is chair of our People,

Performance and Culture

Committee.

Jack Matthews

BA Philosophy, College

of William and Mary

Director since

1 July 2017

Independent

Jack is an experienced

director who has held a

number of senior leadership

positions within the media,

telecommunications and

technology industries in

Australia and New Zealand.

Jack has extensive

telecommunications

industry experience having

been CEO of TelstraSaturn

during the period they

deployed their HFC network

in New Zealand, as well as

a former director of Crown

Fibre Holdings, the Crown

agency overseeing the

rollout of New Zealand’s

fibre infrastructure network.

Formerly, Jack was CEO

of Fairfax Media’s Metro

Division, CEO of Fairfax

Digital and Chief Operating

Officer of Jupiter TV (Japan).

Jack is currently the chair

of MediaWorks, a director

of Plexure Group and

New Zealand Golf Network

Limited and a former director

of The Network for Learning,

APN Outdoor Group and

Trilogy International.

Jack is on our Audit and Risk

Management Committee.

Sue Bailey

Graduate Diploma

in Marketing

(with Distinction) from

RMIT University

Director since

31 October 2019

Independent

Sue has over 30 years

experience in

telecommunications,


across fixed telephony,

mobile and broadband.


She has worked for Telstra,

Virgin Mobile and most

recently for Optus where

she was a member of the

executive leadership team.

From 2010 to 2013, Sue was

the CEO for Virgin Mobile

Australia, a fully owned

subsidiary of Optus. Prior to

that, she was a Senior Vice

President at Virgin Mobile USA

where her responsibilities

included product marketing,

customer lifecycle

management and analytics.

Sue’s career began in Telstra,

where she held a range of

marketing and product roles.

Sue is on our People,

Performance and Culture

Committee.

Kate Jorgensen

BBus, CA

Director

(Board appointment of

1 July 2020 to be confirmed

by shareholder vote at

Annual Shareholder Meeting

on 29 October 2020)

Independent

Kate has significant financial,

audit, governance and

commercial experience and

has held a number of senior

leadership positions within

the telecommunications,

infrastructure and

construction industries in

New Zealand.

Most recently, she was CFO

of Vodafone New Zealand.

Prior to that, Kate was CFO

of KiwiRail, CFO of Fletcher

Building's infrastructure

division and a senior audit

manager for KPMG.

Kate is a member of

Chartered Accountants

Australia and New Zealand.

Kate is a member of our

Audit and Risk Management

Committee.

Annual Report 202072
This statement outlines the key aspects of our

corporate governance framework and was

approved by our Board on 24 August 2020.

As a New Zealand company listed on the NZX, our corporate

governance policies and practices meet or exceed the

standards of that market. We have adopted and fully

followed the recommendations set out in the NZX Corporate

Governance Code.

Although we have an ASX “foreign exempt” listing status

1

we

also continue to take the ASX Corporate Governance Code

into account in our governance practices and policies.

Our Board regularly reviews and assesses our governance

policies, processes and practices to identify opportunities

for enhancement.

Our corporate governance practices are outlined on the

following pages and available at www.chorus.co.nz/governance.

Key corporate governance documents are also available

at www.chorus.co.nz/governance.

Our Board’s role

Our Board is appointed by shareholders and has overall

responsibility for strategy, culture, health and safety,

governance and performance.

1 An ASX foreign exempt listing is based on the principle of substituted compliance. This means our primary obligation is to comply with the NZX listing

rules (as our home exchange). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.

Board membership

Our Board’s skills, experience and composition support

effective governance and decision making, positioning it

to add value.

Supported by the Nominations and Corporate Governance

Committee (NCGC) our Board regularly assesses its

composition utilising a skills matrix and annual evaluation

processes. Training is provided or recruitment undertaken

if new or additional skills or experience is required. This

ensures diversity of thought, skills and expertise and that

our Board remains aligned with our strategic direction.

Our constitution provides for a minimum of five and a

maximum of 12 directors.

As at 30 June 2020 we had seven directors all of whom are

independent directors.

Directors are not appointed for specified terms. However,

the NZX listing rules compulsorily require that no director

term exceeds three years, requiring all directors to stand

again for re-election before their third anniversary. Due

to Chorus' succession planning, Chorus has at least one

director standing for re-election each year. Mark Cross stood

for re-election in 2019, while Sue Bailey stood for election as

a new director.

We recognise that women and ethnic minorities are

still under-represented in the leadership of New Zealand

businesses and our Board remains actively conscious of

this in its succession planning. More information on our

approach to diversity is set out later in this report.

Corporate governance

framework

Annual Report 202073
Summary

1

of our Board’s roles and responsibilities:

Culture• Leading culture “from the top” so our culture is consistent with our values

Strategy &

performance

• Engaging in ongoing strategy development

• Overseeing capital allocation

• Approving, and reviewing performance against, our strategy and business plans (including capital

expenditure and operating budgets)

Financial oversight &

reporting

• Overseeing our accounting and reporting systems and, where appropriate, approving our financial and

other reporting

• Overseeing and monitoring the performance of internal and external auditors

• Overseeing our control and accountability systems

• Overseeing long term capital management (balance sheet and dividends)

• Setting, monitoring and reviewing our internal audit plan

Risk management• Adopting and reviewing Chorus’ risk management framework, including setting the risk appetite

• Regularly reviewing principal risk reporting

Health & safety• Setting the strategy, culture and expectations in relation to health and safety

Board composition &

performance

• Reviewing and evaluating Board, Board committee and individual director performance

• Appointing members to Board committees

Governance• Overseeing corporate governance, including reviewing key governance documents

• Carrying out the functions specifically reserved to our Board and its committees under Board approved

policies and committee charters

• Monitoring compliance with our continuous disclosure obligations

People• Reviewing and approving remuneration and people strategies, structures and policies

• Appointing and removing our CEO, CFO and General Counsel & Company Secretary

• Assessing the measurable objectives set for, and progress towards achieving, our diversity and

inclusiveness goals

Significant transactions

• Approving major capital expenditure and business activities outside the limits delegated to management

1 Summary primarily drawn from our Charter but also from other supporting governance documents.

Annual Report 202074
Prue Flacks and Jack Matthews are retiring by

rotation and standing for re-election at our 2020

ASM. Kate Jorgensen is also standing for election

following her appointment by the Board.

Our Board has determined that collectively its

directors have a broad range of managerial, financial,

accounting and industry skills and experience in

the key areas set out on the following page.

A summary of current directors skills, experience

and qualifications is set out on our website

at www.chorus.co.nz/governance.

As the Chorus business evolves, so too does the Board.

Chorus’ beginnings were focused on infrastructure build

and project management. With the success of the build,

we are increasingly focused on connecting customers

and their experience as well as future connectivity and

innovation opportunities. The Board considers it is

important to balance both specialist expertise and the

ongoing need for strong general commercial expertise.

The following table reflects the strengths of the current

Board based on a mix of key skills and experiences that are

currently relevant for Chorus.

Figure 12Figure 13:

Director tenureBoard gender diversity

DirectorAppointedLast elected at ASM

Prue Flacks20112017

Jon Hartley20112017

Murray Jordan20152018

Patrick Strange20152018

Mark Cross20162019

Jack Matthews20172017

Sue Bailey20192019

* Tenure and Gender Diversity calculated ahead of Kate Jorgensen's appointment on 1 July, 2020. If calculated at 1 July 2020, Director Tenure ratios

would be 38% : 37% : 25%. Board gender diversity would be 38% female : 62% male.

0–3 years

4–6 years

6+ years

Female

Male

29%28%

43%

71%

29%

Annual Report 202075
Skill/experienceDescriptionCombined Board

Capital markets

and investment

Experience in, and understanding of, capital markets, market regulation,

capital investment and the investor experience

Communications

connectivity and

technology

Understanding, expertise and/or experience in communications connectivity,

adopting new technologies, leveraging and implementing technologies

Governance –

financial, audit,

legal, listed company

Experience with, and a commitment to, high corporate governance standards

including in listed companies

Understanding financial business drivers, and/or experience implementing or

overseeing financial accounting, external reporting and internal financial controls

Physical infrastructure

and operations

including contracting,

safety and risk

Experience in leading, and/or understanding of, physical infrastructure

operations, including contracting

Commitment and experience in management of workplace safety

Experience anticipating and identifying key risks and monitoring the effectiveness

of risk management frameworks and controls

Governance –

executive experience

in large businesses

Executive experience in leading large businesses, developing and implementing

strategy and strategic objectives, assessing business plans and driving execution

Infrastructure

regulation

Understanding the current and developing regulatory environment, complexities

and actual and potential impacts

Expertise identifying and managing legal, regulatory, public policy and corporate

affairs issues

Customer

experience

Experience in customer-led transformation, customer focus and/or customer

centric organisations

Moderate experienceSome experienceSubstantial experience

Annual Report 202076
Appointment

Our Board may appoint additional directors to our Board or to

fill a casual vacancy.

The independence, qualifications, skills and experience

needed for the future and those of existing Board members are

reviewed before appointing new directors. External advisors are

also engaged to identify potential candidates.

To be eligible for selection, candidates must demonstrate

appropriate qualities and satisfy our Board they will commit the

time needed to be fully effective in their role.

Appropriate checks are undertaken before a candidate is

appointed or recommended for election as a director, including

as to the person’s character, experience, education, criminal

record and bankruptcy history.

Shareholders may also nominate candidates for appointment

to our Board. In addition, under the agreements entered into

with CIP relating to our UFB programme, CIP is entitled to

nominate one person as an independent director, however

CIP have never excercised this entitlement. Should this occur,

our Board must consider this nomination in good faith, but the

appointment (and removal) of any such person as a director is

to be made by shareholders in the same way as other directors.

We have written agreements with each non-executive

director setting out the terms of their appointment, including

obligations and responsibilities, compliance with our policies

(including code of ethics and securities trading) and ongoing

professional development.

No person who is an 'associated person' of a

telecommunications services provider in New Zealand may


be appointed or hold office as a director.

Minimum shareholding policy

Chorus' Minimum Shareholding Policy sets the expectation

on Director's to hold, at minimum, shares equal in value to

one year's director base fee (after tax). If not held at date

of appointment (or policy), the policy expects Directors to

accumulate this holding over the first three years in office.

Director induction and professional development

Our director induction programme ensures new directors

are appropriately introduced to management and our

business, provides directors with relevant industry knowledge

and familiarises them with key governance documents and

key stakeholders.

Our directors are expected to continue ongoing professional

development to ensure they maintain appropriate expertise

to effectively perform their duties.

We hold dedicated Board education sessions covering a

range of topical matters, both technical and cultural.

Visits to our operations, briefings from key management,

industry experts and key advisers, together with educational

and stakeholder visits, are also arranged for our Board.

Review and evaluation of Board performance

Our Board uses internally and externally facilitated

performance and evaluation processes overseen by our

NCGC. As part of this process our chair meets with directors

individually to discuss performance.

Our Board also formally engages in annual reviews of our

Board chair, and chairs of our standing Board committees.

In addition to Board performance reviews, our Board

takes a future focused approach to future Board capability,

composition and the potential contribution of each

existing director.

Independent advice

A director may, with our chair’s prior approval, obtain

independent professional advice (including legal advice)

and request the attendance of advisers at Board and Board

committee meetings.

Independence

All our directors are independent directors.

For a director to be considered independent our Board must

affirmatively determine he or she does not have a disqualifying

relationship as set out in our Board charter. These disqualifying

relationships reflect those set out in the NZX listing rules and

NZX and ASX corporate governance codes.

Our Board has not set financial materiality thresholds for

determining independence but considers materiality in the

context of each relationship and from the perspective of the

parties to that relationship.

Delegation of authority

Our Board has overall responsibility for strategy, culture,

health and safety, governance and performance.

Implementation of our Board approved strategy, business

plan and governance frameworks, and responsibility for

developing our culture and health and safety practices, is

delegated by the Board to management through the CEO.

As such our CEO (with the support of his executive team) is

responsible for Chorus’ day-to-day management, operations

and leadership, reporting to the Board on key performance,

management and operational matters.

Our CEO sub-delegates authority to his executive team and

they sub-delegate their authority to other Chorus employees

within specified financial and non-financial limits.

Formal policies and procedures govern the parameters and

operation of these delegations.

Annual Report 202077
Three standing Board committees also assist our Board in

carrying out its responsibilities. Some Board responsibilities,

powers and authorities are delegated to those committees.

Other committees may be established and specific

responsibilities, powers and authorities delegated to those

committees and/or to particular directors.

Board committees

Board committees assist our Board by focusing on specific

responsibilities in greater detail than is possible for the

Board as a whole. Each standing Board committee has a

Board approved charter and chair. Committee members are

appointed by our Board.

Audit and Risk Management Committee (ARMC)

RoleOur ARMC assists our Board in overseeing our risk and financial management, accounting, audit and financial

reporting

MembersMark Cross (chair), Jon Hartley, Jack Matthews

IndependenceAll committee members are independent directors

Responsibilities• Overseeing the quality and integrity of external financial reporting, financial management and internal controls

• Regularly reviewing principal risk reporting

• Recommending to our Board the appointment, and if necessary removal, of the external auditor

• Assessing the adequacy of the external audit and independence of the external auditor

• Reviewing and monitoring the internal audit plan and reporting

• Overseeing the independence and objectivity of the internal audit function

• Reviewing compliance with applicable laws, regulations and standards

People Performance and Culture Committee (PPCC)

RoleOur PPCC assists our Board in overseeing people, culture and related policies and strategies

MembersMurray Jordan (chair), Prue Flacks, Sue Bailey

IndependenceAll committee members are independent directors

Responsibilities• Reviewing people and remuneration strategies, structures and policies

• Approving annual remuneration increase guides and budgets

• Reviewing candidates for, and the performance and remuneration of, our CEO

• Approving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports (except

our CFO and General Counsel & Company Secretary whose appointment is approved by our Board)

• Reviewing our CEO’s performance and his evaluation of his executive direct reports

• Developing and annually reviewing and assessing diversity and its reporting

• Overseeing recruitment, retention and termination policies and procedures for senior management

• Making recommendations (including proposing amendments) to our Board with respect to senior executive

(including CEO) incentive remuneration plans

• Annually reviewing non-executive director remuneration

Our

Shareholders

Chorus

Limited Board

CEO

Executive

Team

Our

People

Audit and Risk

Management Committee

People, Performance and

Culture Committee

Nominations and Corporate

Governance Committee

Annual Report 202078
Nominations and Corporate Governance Committee (NCGC)

RoleOur NCGC assists our Board in overseeing and promoting continuous improvement of corporate governance

at Chorus

MembersPatrick Strange (chair), Jon Hartley, Prue Flacks

IndependenceAll committee members are independent directors

Responsibilities• Identifying and recommending suitable candidates for appointment to our Board and Board committees

• Reviewing the size, independence, qualifications, skills, experience and composition of our Board

• Developing, reviewing and making recommendations to our Board on corporate governance principles

• Establishing, developing and overseeing a process for the annual review and evaluation of Board, Board

committee, and individual director performance

• Developing and reviewing Board succession planning (including for the Board chair)

• Monitoring compliance with our codes of ethics and managing breaches of the Director Code of Ethics

• Reviewing and overseeing director induction and ongoing professional development

Board chair

Our chair is elected by the Board and must be a

non-executive, independent director.

The chair’s responsibilities include:

• Leading the Board;

• Setting the agenda for Board meetings in consultation

with the CEO;

• Facilitating the effective contribution of all directors; and

• Promoting constructive relationships between directors

and management.

The chair’s other commitments must not hinder his or her

effective performance in the role.

The Board has appointed an independent director as deputy

chair to undertake chair’s duties in her/his absence and

assist our chair (including leading the annual review of our

chair’s performance).

Board and Board committee meeting attendance in the year ended 30 June 2020

Regular Board

meetings

Other Board

meetings

1

ARMCPPCCNCGC

Total number of

meetings held

96442

Patrick Strange

2

962

Jon Hartley8342

Mark Cross954

Prue Flacks8642

Murray Jordan964

Jack Matthews963

5

2

6

Sue Bailey

4

743

6

Anne Urlwin

4

221

5

Kate McKenzie

3, 4

32

JB Rousselot is not a director, but has attended 100% (6) of all Board meetings as CEO since his appointment.

Notes:

1 Includes dedicated Board education, and strategy and business planning, meetings. Directors also have at least two health and safety site visits each year.

2 Patrick Strange, as Board chair, attends all Board committee meetings. As he is not a formal member of those committees that attendance is not

noted in the table.

3 Kate McKenzie was not a member of any of the Board committees but attended all committee meetings as CEO and an observer.

4 Sue Bailey, Anne Urlwin and Kate McKenzie each respectively attended 100% of Board meetings during their tenures as director.

5 Anne Urlwin resigned from ARMC on 31 October 2019, and Jack Matthews was appointed on this date.

6 Jack Matthews resigned from PPCC Committee on 31 October 2019, and Sue Bailey was appointed on this date.

Annual Report 202079
The risk and

control environment

2. Risk assessment and ratings

– Risk assessment (likelihood and impact)

– Risk ratings (critical, high, medium, low)

5. Annual risk reviews

– Completeness,

accuracy and validity

of principal risks

– Effectiveness of the

risk management

process

1. Risk identification and description

– Risk identification and description

– Recording principal risks

3. Risk mitigations

– Risk responses

– Mitigating controls

– Action plans

4. Regular risk reporting

– Mitigation status

– Risk trends

– Current and potential risks

– Action plan status

Assurance

Management assurance

Independent assurance

(including internal audit,

external audit)

Managing risk

Like all businesses, we are exposed to a range

of risks. Our risk management activities aim

to ensure we identify, prioritise and manage

key risks so we can execute our strategies and

achieve our goals.

Risk management

No business can thrive without taking on risk. Effective risk

management is about informed risk taking and appropriate

and active management of risks.

We seek to understand and respond to our current and

future business environment, and to actively seek and

robustly evaluate opportunities and initiatives which protect

and achieve our business strategies. We strive to understand,

meet and appropriately balance stakeholders’ expectations to

deliver value to shareholders and a sustainable environment

for Chorus in the long term.

Our Board

Our Board is ultimately responsible for risk management

governance:

• Annually setting risk appetite and tolerances and

determining principal risks;

• Approving and regularly reviewing our Managing Risk Policy

and supporting framework;

• Promoting a culture of proactively managing risk; and

• Through our ARMC, providing risk oversight and monitoring.

Risk appetite

Our risk appetite sets our tolerable levels of risk. It forms

a dynamic link between strategy, target setting and risk

management and sets boundaries for day-to-day decision

making and reporting.

Risk management processes

Our Managing Risk Policy sets out how we manage

our risks, including by:

• Having a single risk management framework;

• Providing the CEO and executive team with discretion to

manage risk within the guidance provided in our framework;

• Balancing the level of control implemented to mitigate

identified risks with our commitment to comply with

external regulation and governance requirements and

Chorus’ value and growth aspirations; and

• Meeting good practice standards for risk management

processes and related governance.

Principal risks

Principal risks are owned by relevant executives. This

promotes integration into operations and planning and a

culture of proactive risk management. Notwithstanding

individual ownership, our CEO and executive hold collective

responsibility for considering how risk and events interrelate

and for managing our overall risk profile.

Principal risks are reported to our ARMC quarterly and, if

necessary, also by exception. Principal Risk owners support

the regular reporting from the Internal Audit & Compliance

Manager's by providing “deep dives” on the risks they own.

Our ARMC reports to our Board.

Principal risks are assessed with each responsible executive

and collectively with the executive team before being

reported to the ARMC. This allows for constructive challenge

and debate. Underlying risk assessment and monitoring

practices are undertaken by each principal risk owner with

assistance from our Risk Compliance & Internal Audit team.

Our Board also receives management and other internal

and external reporting over risk positions and our risk

management operation (including from internal audit

plans approved by the ARMC) through our overall

governance framework.

Annual Report 202080
Our ARMC reviews the remuneration and incentive

arrangements of our Head of Risk Compliance & Internal

Audit and our Risk & Assurance Manager each year.

Principal risks are our key risks to the achievement of our

strategy. These are assessed on a risk profile identifying

likelihood of occurrence and potential severity of impact.

Current principal risk categories are identified via a

comprehensive enterprise risk management framework

encompassing financial and non-financial risks. They include

anticipating and responding to:

• Customer/market risks: customer service and experience;

revenue growth and market changes;

• Operational risks: e.g. network and IT quality, availability

and resilience; delivering effective and quality outcomes

(including with service partners); labour market risks;

• People & culture: e.g. health & safety; engagement;

capability; talent and change management;

• Regulatory risks and broader societal expectations:

e.g. working within the regulatory and legal environment,

and broader societal expectations;

• Capital management: e.g. working within appropriate

capital management settings.

Our climate change risks are reviewed as part of our

operational risks (see the Climate Change Assessment

section on page 83).

Internal audit

We operate a co-sourced internal audit model with our Head

of Risk, Compliance & Internal Audit and her team supported

by external advisors PricewaterhouseCoopers

to provide additional resource and specialist expertise

as required.

The responsibilities of our internal audit function include:

• Assisting our ARMC and Board in their assessment of

internal controls and risk management;

• Developing an internal audit plan for review and approval

by the ARMC each year;

• Executing the plan and reporting progress against it,

significant changes, results and issues identified; and

• Escalating issues as appropriate (including to our ARMC

and/or Board chairs).

Our executive team and ARMC monitor key outstanding

internal audit issues and recommendations as part of regular

reporting and review, including the timeliness of resolution.

Our ARMC has direct and unrestricted access to our internal

audit function, including meeting them without management.

Our Head of Risk, Compliance & Internal Audit has a

management reporting line to our General Counsel &

Company Secretary and a direct reporting line to our ARMC,

attending every ARMC meeting.

External auditor

Our Board and ARMC monitor the ongoing independence

and quality of our external auditor. Our ARMC also meets

with our external auditor without management present.

Our ARMC charter and External Auditor Independence Policy

amongst other things:

• Prohibit the provision of certain non-audit services by our

external auditor;

• Require ARMC approval of all audit and permitted

non-audit services;

• Require our client services partner and lead/engagement

partner to be rotated every five years (with a five year

cooling off period) and other audit partners to be rotated

every seven years (with a two year cooling off period);

• Require our ARMC to review our external auditor’s fees half

yearly (including the ratio of fees for audit vs. non-audit

services); and

• Impose restrictions on the employment of former external

audit personnel.

The non-audit services undertaken by our external auditor

KPMG in the year to 30 June 2020 are set out in note 10 of

the financial statements in this report. Those services were

provided in accordance with our ARMC charter and External

Auditor Independence Policy and did not affect KPMG’s

independence, including because:

• They were approved only where we were satisfied the

services would not compromise KPMG’s independence; and

• They did not involve KPMG acting in a managerial or

decision-making capacity.

KPMG confirm their independence via independence

declarations every six months.

Our external auditors attend our ASM each year.

Annual Report 202081
Health & Safety

We are committed to taking all reasonably

practicable steps to ensure a healthy, safe and

secure environment for our people and anyone

who is in the vicinity of our workplaces.

We are committed to an open reporting culture and

continuous improvement. We have zero tolerance for major

injuries or fatalities. No business objective is prioritised over

the health and safety of any person.

Our Board has a terms of reference setting out its roles and

responsibilities in relation to health and safety at Chorus

which is reviewed every two years.

Our Board ensures appropriate policies and procedures

are adopted and implemented and reviews the monitoring,

identification reporting and management of significant

health and safety risks.

Health and safety is discussed at each scheduled Board

meeting with our Board receiving reports from management

containing comprehensive summaries of health and safety

activity and outcomes, including data on all actual health

and safety incidents, near misses, breaches, subsequent

investigations (including assessment of root causes) and

remedial actions.

Our Board receives additional quarterly reports on progress

against our annual health and safety plan and directors carry

out at least two health and safety site visits each year.

People

Managing performance

Our performance management approach is based on

fostering and rewarding valuable business outcomes.

Our people have performance and development plans,

which are regularly reviewed with their people leaders.

Performance plans are developed to connect our people

with our strategy, their functional plans and individual roles.

Performance plans include outcome based objectives,

behavioural measures and an individual development plan.

Formal performance reviews were undertaken for all our

people during the year. As part of this, people leaders sought

feedback and participated in peer review and moderation

sessions, resulting in an overall performance rating and

remuneration recommendations determining an individual’s

total pay (fixed remuneration and variable).

A similar process is undertaken each year for our executive

team, with our CEO making recommendations to our PPCC

for executive team members, and our PPCC leading the

performance review of our CEO, making recommendations

to our Board. These processes are consistent with those set

out in our PPCC charter and allow our Board to provide input

into individual performance outcomes, total reward approvals

(fixed and variable) and development plans. These processes

were all undertaken in the year ended 30 June 2020.

We have written agreements with our CEO and each of our

senior executives setting out the terms and conditions of

their employment.

Annual Report 202082
Codes of ethics

Directors and employees are expected to act honestly and

with high standards of personal integrity. Codes of ethics

for our directors and employees set the expected minimum

standards for professional conduct. These codes facilitate

behaviours and decisions that are consistent with our values,

business goals and legal and policy obligations, including in

respect of:

• Conflicts of interest;

• Gifts and personal benefits;

• Anti-bribery and corruption;

• Use of corporate property, opportunities and information;

• Confidentiality;

• Compliance with laws and policies; and

• Reporting unethical behaviour.

We have communicated our codes of ethics and provided

annual training to our directors and employees. Our people

are also encouraged to report any unethical behaviour,

including quarterly reporting of any potential conflicts.

This process is subject to internal audit. All reported

breaches are investigated.

Other policies reinforce the behaviours we expect at

Chorus, including:

• Bribery & gifts: Acceptance of bribes, or gifts/other benefits

which could be perceived as influencing

decisions, are prohibited under our codes of ethics policies.

Our Gifts and Entertainment Policy, which applies to all

employees, contractors and the Chorus Board, sets out

the parameters within which gifts and entertainment may

be accepted and our approval processes for gifts and

entertainment over $150.

• Anti-bullying, Harassment and Discrimination: Our

Anti-bullying, Harassment and Discrimination Policy reinforces

our commitment to a psychologically and physically safe

working environment including our zero tolerance approach

to bullying, harassment and discrimination. Our policy is

reflective of wider New Zealand legislation, such as the New

Zealand Bill of Rights Act 1990 and Human Rights Act 1993,

which prohibits discrimination and protects the right to

freedom of expression. We have annual anti-bullying training.

• Whistle blowing and fraud: Our Whistle Blowing and Fraud

policies allow for confidential reporting of serious misconduct

or wrongdoing and suspected fraud or corruption. We have

a dedicated whistleblower email address and phone number,

the latter monitored by PWC. This latter number is available to

all employees and also sub-contractors. New Zealand law also

provides protection to employees who disclose information

about serious wrongdoing in, or by, an organisation. These

existing protections will be further enhanced by the Protected

Disclosures (Protection of Whistleblowers) Act which is

expected to become law from 2021. We also have a dedicated

address for reporting any suspected fraud.

We did not receive any reports of serious instances of

unethical behaviour by our employees in the year to

30 June 2020. Unfortunately we did receive reports of

alleged unethical behaviour by some sub-contractors used

by our service company partners.

We, and an independent reviewer, fully investigated

these allegations.

Trading in Chorus securities

Chorus' Minimum Shareholding Policy, sets the expectation

on Directors to, subject to chair discretion, hold at a

minimum, shares equal in value to one year’s, post-tax,

director base fees, accumulated over the first 3 years

in office.

All trading in Chorus securities by directors and employees

must be in accordance with our Securities Trading Policy. That

policy prohibits trading in Chorus securities while in possession

of inside information and requires, amongst other things:

• Directors to notify, and obtain consent from, the chair (or

in the chair’s case, the ARMC chair) before trading; and

• Employees identified as potentially coming across market

sensitive information in the course of their employment

(“restricted persons”), to obtain consent from our General

Counsel & Company Secretary (or in our General Counsel &

Company Secretary’s case, our Board chair) before trading.

Trading in Chorus shares or NZX listed bonds by directors is

disclosed to our Board, the NZX and ASX. Trading by “senior

managers” is disclosed to the NZX.

Market disclosures

We are committed to providing timely, factual and accurate

information to the market consistent with our legal and

regulatory obligations.

We have a Board approved Disclosure Policy and a CEO

approved Market Disclosure Policy setting out our disclosure

practices and processes in more detail.

Our disclosure policies are designed to ensure:

• Roles of directors, executives and employees are clearly

set out.

• Appropriate reporting and escalation mechanisms

are established.

• There are robust and documented confidentiality protocols

in place where appropriate.

• Only authorised spokespersons comment publicly, within

the bounds of information which is either already publicly

known or non-material.

Our approach to tax

We take our tax obligations seriously and work closely with

Inland Revenue to ensure we meet our tax obligations.

We obtain external advice and Inland Revenue’s views

(through informal correspondence, determinations or rulings)

in respect of unusual or material transactions.

As we operate only in New Zealand all our tax is paid in

New Zealand at the prevailing corporate tax rate (currently

28%). We have paid all taxes we owe and all tax compliance

obligations are up to date.

Acting ethically

Annual Report 202083
We’ve considered our approach to climate change risk in

line with the Task Force on Climate-related Financial

Disclosure framework. We consider the potential near to

medium term financial impact of climate change effects to

be low for our business.

Governance

The Board is responsible for Chorus’ risk management

framework, which includes climate-related risks, with our

ARMC providing risk oversight and monitoring.

Risks are regularly identified, assessed, mitigated and

reported at both the Executive Management and ARMC level.

Key staff are responsible for managing risk within Chorus.

For example, the GM Customer & Network Operations is

responsible for operational risks relating to our nationwide

physical network. Aspects of operational risks are identified

under the risk management framework as principal climate-

related risk. Mitigation includes planning for network

deployment and protection, as well as ongoing maintenance

and fault management.

Risk Management

As part of our risk management framework, Chorus identifies

different risks to our business, along with our mitigants.

While many risks will be identified through the ordinary

course of business, others, such as climate-related risks, are

specifically assessed.

Our risk mitigation approach (including mitigating controls,

risk responses and action plans designed to mitigate a risk),

determines the appropriate level of response for identified

issues. Mitigation actions for climate-related risks may

include physical resilience improvements, relocation of

assets, response planning, as well as risk transfer/insurance

initiatives.

We expect our future asset management plans will

continue to incorporate climate change considerations to

increase resilience as the emerging effects and regional

considerations become clearer.

Strategy

Physical risks

Our deployment of fibre past approximately 1.36 million

homes and businesses by the end of 2022 is enhancing

our network’s resilience and making ultra-fast broadband

more widely available. Fibre is less susceptible to water and

lightning related faults than the cables and street-based

electronics in the copper network.

Operational risk has been identified as one of our principal

climate-related risks (as assessed against a risk profile

identifying likelihood of occurrence and potential severity of

impact). This incorporates a focus on network availability and

resilience, including weather-related impacts.

In FY19 we commissioned an external climate change impact

assessment to conduct high-level desktop risk screening

of our key network assets. This identified that exposure of

existing assets is most likely to occur along the New Zealand

coastline due to projected sea level rise.

An 0.5 metre sea level rise, corresponding to projections to

2060 under representative concentration pathway 8.5H+,

identified that in the medium term:

• five exchanges of varying size may be at potential risk from

coastal inundation

• 0.3% or ~260 kilometres of core fibre routes are potentially

at risk

• less than 0.5% of all point assets (exchanges, sites, terminal

enclosures, underground utility boxes, and poles) are

potentially at risk.

This report has been used along with other network

information, such as experience from past extreme weather

events, to inform our existing network planning and

management practices. For example:

• we have a regular programme of building maintenance and

flood protection work has been undertaken on the South

Dunedin exchange.

• we use geotechnical surveys to identify potential landslip

and other topographic risks when selecting fibre routes in

rural areas.

• we place our cables on the downstream side of bridges, as

protection against flood damage.

Some of the assets identified in the climate risk assessment

are in areas where we aren’t the local fibre network provider

and will therefore have diminished relevance in the future.

Climate change

assessment

Annual Report 202084
Transition to a low-carbon economy

As COVID-19 has demonstrated, high quality broadband

supports alternative business models and communications

options that reduce the need for carbon emitting activity

(e.g. virtual desktop services enable work from home and

reduce commuting; video conferencing reduces the need

for regional travel while enhancing employee collaboration).

Broader consumer awareness of climate change may help

drive wider adoption of fibre broadband, and higher speed

1Gbps plans, as a carbon minimising technology.

Fibre also requires less electricity to operate than the existing

copper network. We expect our electricity usage to decline

over time as we migrate customers to fibre, thereby reducing

our network-related carbon emissions.

Our vehicle related emissions (direct and indirect) will also

reduce as we shift from building and connecting customers

to simply operating the new fibre network. Technology is

enabling better identification of faults without the need for

technician visits. Adoption of electric vehicles for field visits

may also become feasible in the future with improvements in

technology and cost.

Metrics and Targets

We have a science based target of achieving an 80%

reduction in our scope 1 and 2 greenhouse gas emissions,

from our FY12 base year, by 2030. In FY20 we achieved a

37% reduction against this target. We’ve avoided a net

cumulative 43 kilotonnes of carbon dioxide equivalent

emissions since FY12.

Annual Report 202085
Stakeholder

engagement

Shareholder engagement

We are committed to fostering constructive relationships

with shareholders that encourage engagement with us,

including by:

• Communicating effectively with them;

• Giving ready access to balanced and understandable

information;

• Making it easy for shareholders to participate in general

meetings; and

• Maintaining an up to date website providing information

about our business.

Our investor relations programme is designed to further

facilitate two-way communication with shareholders, provide

them and other market participants with an understanding

of our business, governance and performance and an

opportunity to express their views. As part of this programme

we enable investors and other interested parties to ask

questions and obtain information, meet with investors and

analysts and undertake formal investor presentations.

Our annual and half year results presentations are made

available to all investors via webcast.

Annual meetings are held in a main centre and webcast to

enable shareholders to view and hear proceedings online.

We enable shareholders to vote by proxy ahead of meetings

without having to physically attend or participate in those

meetings and adopt the one share one vote principle,

conducting voting at shareholder meetings by poll.

Because of the ownership restrictions contained in our

constitution, there may be rare circumstances where, in

the event that the restriction is breached, our Board may

prohibit the exercise of voting rights. More information on

our ownership restrictions is included later in this report and

in our constitution.

We consider that shareholders should be entitled to vote on

decisions which would change the essential nature of our

business.

Shareholders are also able to ask questions of, and express

their views in respect of, our Board, management and

auditors (including via appointed proxies) at and before

annual meetings.

We encourage shareholders to communicate with us and our

share registrar electronically, including by providing email

communication channels and online contact details and

instructions on our website.

Stakeholder survey

We conduct a biennial survey of a diverse group of

stakeholders to gauge perceptions of our performance

and identify any matters that may require further attention.

These stakeholders include investors and analysts, business

leaders, central and local government, media,

and telecommunications industry organisations.

Annual Report 202086
Diversity and inclusion

Chorus has an established Belonging strategy to

deliver and maintain our inclusive culture. Our

aim is to strengthen our collective capability,

identify, attract and retain diverse talent, and

leverage the diversity of our people. The strategy

is owned by the Board and Executive team.

Our Board considers progress is being made in

developing Chorus’ diverse and inclusive culture.

This is based on our annual review of the

effectiveness of our strategy, as well as progress

gainst our measurable diversity metrics and objectives.

Flexible and adaptable workforce

In early 2019, we launched Flex@Chorus, our approach to

flexible working. The policy provides access to multiple

flexible working options for employees, including part-time

hours, flexible locations, the ability to stagger a return to

work and options for flexibility in work schedule. The key

requirement for any application for flexibility is that it works for

the individual, the team, the customer and Chorus as a whole.

The Flex@Chorus policy, together with our COVID-19

response, has had a strong positive effect on employee

perceptions.

We now see an opportunity to extend our approach to flexible

working further, post the COVID-19 lockdown where we

were able to successfully establish “work from home” for all

of our employees. A project team is working on how Chorus

might reimagine the future of our work. This is a collaborative

process, seeking input from our employees regarding their

preferences and involving them in the design elements for the

next iteration of Flex@Chorus.

1 Chorus engagement survey data is provided by Peakon who are able to provide industry sector benchmarks for data comparison.

Achieving a score that compares within the top 10% of the industry benchmark is considered best in class.

* eNPS means employee Net Promoter Score. Net promoter scores can range from -100 to +100 and are calculated by subtracting the percentage

of detractors (0-6 engagement score) from the percentage of promoters (9-10 engagement score).

1

My work schedule is flexible

enough to accommodate my

family or personal life.

MAY 2019MAY 2019

8.5

+

50

eNPS

OUT OF 10

MAY 2020MAY 2020

9.0

+

69

eNPS*

OUT OF 10

MAY 2019MAY 2019

I am satisfied with our flexible

working policy

8.3

+

45

eNPS

OUT OF 10

MAY 2020MAY 2020

9.1

+

73

eNPS

OUT OF 10

5%

CHORUS IN THE TOP

OF THE GLOBAL

TECHNOLOGY BENCHMARK

THE SUCCESS OF OUR

FLEX@CHORUS POLICY IS

REFLECTED IN ENGAGEMENT

RESPONSES

1

PLACING

Annual Report 202087
Diverse leadership

We achieved our target of a 40:40:20

1

gender ratio in our

people leader community during the year. This means our

people leader population is reflective of our wider employee

population when gender is considered.

Chorus uses a career level remuneration system that has

a total of nine career levels. The largest gender pay gap by

career level is 4.1%. The remaining eight career levels have

a gap of less than 3%, with five of those having a gap of less

than 1%.

Chorus is committed and focused on promoting fair pay

in our remuneration and pay strategy. Our objective is to

achieve a 0% gender career level pay gap. A comprehensive

pay analysis will be completed in FY21, following the

completion of remuneration review processes.

We’re very proud to have received three awards in the

2019 YWCA Equal Pay Awards. These were the Leadership,

Progressive and Supreme Awards. This demonstrates the

meaningful progress we’ve made in supporting equality in

the workplace.

We continue to provide targeted development opportunities

to support diversity in leadership and have a focus on gender

diversity in leadership roles.

1 40% men, 40% women, 20% of any/either gender.

* As at 1 July 2020

2

Figure 14:

Ethnicity by role 2020

20%40%60%80%100%

0

European

Pacific Peoples

Asian

MāoriOtherAfrican / Middle Eastern / Latin American

PEOPLE

LEADERS

2020

ALL

CHORUS

2020

Figure 15:

Gender by role 2019 vs 2020

20%

40%

60%

80%

100%

0

ALL


CHORUS


2019

60

40

ALL


CHORUS


2020

59

41

EXECUTIVE


2020

78

22

EXECUTIVE


2019

55

45

DIRECTORS


*

2020

DIRECTORS

2019

62

38

PEOPLE


LEADERS


2020

60

40

PEOPLE


LEADERS


2019

62

38

62

38

+4%

-1%00-1-1

-2%

+3%+2%+20-1

Annual Report 202088
Wellbeing

The Chorus wellbeing programme has four components

– financial, physical, career and mental wellbeing.

Each component has associated learning whether

it be nutrition seminars, financial literacy, or ways

to combat stress and anxiety. The wellbeing of our

employees remains a priority and this was certainly

amplified throughout our COVID-19 response.

In FY20 we delivered the following wellbeing initiatives:

• retirement planning and financial wellbeing workshops

through Sorted, an independent financial advice provider

• health challenges to encourage movement, increased

vegetable and water intake and quality sleep

• promotion of anti-bullying and harassment through

promotion of Pink Shirt Day

• Anxiety in Disguise workshops to educate employees

on the benefits of correct breathing techniques to

manage anxiety.

3

Chorus has implemented

appropriate precautions to keep

me safe during the COVID-19

pandemic.

Chorus is supportive of me


caring for my loved ones

during the COVID-19

pandemic.

Chorus is doing enough to

support my physical and

mental wellbeing during the

COVID-19 pandemic.

APRIL 2020APRIL 2020

9.5

+

88

eNPS

OUT OF 10

MAY 2020MAY 2020

9.6

+

92

eNPS

OUT OF 10

APRIL 2020APRIL 2020

9.4

+

86

eNPS

OUT OF 10

MAY 2020MAY 2020

9.5

+

88

eNPS

OUT OF 10

APRIL 2020APRIL 2020

9.1

+

73

eNPS

OUT OF 10

MAY 2020MAY 2020

9.3

+

79

eNPS

OUT OF 10

COVID-19

The COVID-19 lockdown tested the strength of our

wellbeing programme. Across this period, we placed a

concerted effort on supporting the health and wellbeing of

our people. Some of the key initiatives we delivered included:

• working at home e-learning module

• access to 6 online financial modules through Sorted

• webinars on posture and pain prevention, growing

vegetables, working with children

• supporting mental wellbeing with Sir John Kirwan

and Mentemia and webinars with Jimi Hunt

• a Change and Resilience programme through the

Langley Group

• online exercise videos for employees to follow.

To measure the effectiveness of our COVID-19 response,

we asked specific questions in employee engagement

surveys in April and May. The results for the health

and wellbeing questions are outlined below:

5%

Chorus really cares about my

mental wellbeing

Working here, I feel that I can


live a balanced, heathy lifestyle.

MAY 2019MAY 2019

8.1

+

32

eNPS

OUT OF 10

MAY 2020MAY 2020

8.6

+

56

eNPS

OUT OF 10

MAY 2019MAY 2019

8.3

+

39

eNPS

OUT OF 10

MAY 2020MAY 2020

8.7

+

60

eNPS

OUT OF 10

CHORUS IN THE TOP

OF THE GLOBAL

TECHNOLOGY BENCHMARK

THE SUCCESS OF OUR HEALTH

& WELLBEING PROGRAMME IS

REFLECTED IN ENGAGEMENT

RESPONSES PLACING

Annual Report 202089
Inclusive culture

A number of employee networks that support our inclusive

culture are now well established at Chorus. These include

our Women’s network, Maori & Pasifika network and

Wellbeing committees. The networks meet regularly and hold

events, either for their members or more broadly for

Chorus employees.

This year we established Mums and Dads networks and

renamed our Mental Wellbeing network – Mental Fitness – in

line with the network’s aim of continuing to build and maintain

their mental fitness.

Another established network is our Rainbow network.

We proudly received Rainbow Tick certification in 2019 and

were reaccredited in 2020.

We understand, value and welcome sexual and gender

diversity and celebrated our reaccreditation with a panel

discussion to help our wider employee population understand

the importance of Rainbow accreditation.

Our Belonging Committee is an umbrella group where all

networks are represented alongside employees passionate

to support inclusion at Chorus. The committee continue to

work collaboratively with the People & Culture team to deliver

diversity and inclusion initiatives based on the pillars of

our programme.

4

People from all backgrounds

are treated fairly at Chorus

MAY 2019MAY 2019MAY 2019MAY 2019

8.5

+

52

eNPS

OUT OF 10

MAY 2020MAY 2020

8.9

+

66

eNPS

OUT OF 10

I am treated like a valued

member of Chorus.

8.0

+

28

eNPS

OUT OF 10

MAY 2020MAY 2020

8.4

+

46

eNPS

OUT OF 10

The Engagement survey measures the success of having an

inclusive culture via the following questions:

Annual Report 202090
Remuneration

and performance

Our remuneration model

Our remuneration model is designed to enable the

achievement of our strategy, whilst ensuring that

remuneration outcomes are aligned with employee and

shareholder interests.

Remuneration is governed through the Board and assisted

by the PPCC. The PPCC supports the Board to fulfil their

remuneration obligation by overseeing our remuneration

strategy and policy.

Figure 16:

Our remuneration policy is designed around six guiding principles:

1

2

3

4

5

6

Fair to all - employees and shareholders, sharing

in the success of Chorus.

Supports a Performance focused culture.

Valued by our people.

Simple to understand and administer.

Market — aligned with our competitors.

Point of difference — how we know it is Chorus.

Commitment to pay equity and alignment with our

shareholders’ expectations.

Rewards aligned with performance.

We have a diverse workforce and aim to provide

an appropriate suite of rewards that provide value,

now and in the future.

Simplicity promotes understanding,

clarity and fairness perception.

We ensure we are not over or underpaying our people through

robust market analysis that guides our decisions on remuneration.

Support our purpose, strategy, values, and employee

value proposition.

Remuneration principles What does this mean?

For FY20 all employees had fixed remuneration, targeted at

the market medium. During FY20, two material changes were

made to Chorus’ remuneration strategy.

1) Eligibility of the FY20 short term incentive (STI) scheme

was reviewed and only senior employees were invited to

participate in the FY20 STI scheme. Further details of the

scheme are outlined on page 91; and

2) As a result of changes to tax legislation, a new Chorus

Executive Long Term Incentive (LTI) scheme was agreed

and an initial grant of performance share rights was made

to eligible executives. The fundamental value of the new

scheme was unchanged from the old. Further details of

the FY20 Chorus Long Term Incentive Plan are outlined

on pages 57 and 91.

As well as a STI, the CEO and members of the executive

leadership team also have the potential to earn a LTI.

Both STI and LTI are deemed at risk because the outcome is

determined by performance against a combination of pre-

determined financial and non-financial objectives.

Fixed remuneration

Fixed remuneration (not at risk) consists of base salary and

other benefits including KiwiSaver. Fixed remuneration

is adjusted each year based on data from independent

remuneration specialists. Employees’ fixed remuneration is

based on a matrix of their own performance and their current

position when compared to the market.

Annual Report 202091
Short term incentive

The FY20 STIs are at risk component payments that are

set as a percentage of fixed remuneration, from 15% to

30% based on the complexity of the role (the CEO’s STI is a

higher percentage of fixed remuneration as set out later in

this report). STI payments are determined following a review

of Company and individual performance and paid out at a

multiplier of between 0x and 1.75x for the CEO and executive

leadership team, and between 0x and 2.8x for all other

employees.

Company performance goals are set and reviewed annually

by our Board to align with shareholder value. A focus on the

customer experience continued to be a feature for the FY20

STI measures.

The FY21 STI scheme largely has the same focus areas as the FY20 scheme. The key change is the introduction of a fibre

connection target, that replaces the Q4 fibre revenue target. For the strategic and transformation STI component, the Board

will make a qualitative assessment on the transition to the new regulatory regime and other long-term business initiatives.

Figure 17:

FY21 STI Goals

FY20 STI goals

EBITDA40% target to align with objective of modest

growth

Customer

experience

20% target based on customer experience,

as measured by consumer scores for fibre

installation and intact installation experience;

Connections20% target based on Q4 revenue; and

Strategic and

transformation

initiatives

20% based on progress against key strategic

and transformation initiatives.

Fundamental to the Chorus STI structure is a gateway goal.

The philosophy of the gateway goal is to provide a preliminary

threshold of financial success and affordability, before any

other measures can be considered for potential STI payments.

If the gateway goal is not achieved, then no STI is payable.

Individual performance goals for all employees are tailored

to their role, with 70% of the goals based on what they

achieve and 30% based on how they perform their role,

which includes a health and safety component for all people

leaders. Payments are subject to the Board's discretion.

As an example of how the STI is calculated, an employee with

fixed remuneration of $100,000 and an STI element of 15%

may receive between $0 and $42,000 (0x to 2.8x their STI

percentage) depending on the level of company performance

and their individual performance.

Long term incentives

We offer long term incentives under an executive LTI share

scheme to reward and retain key executives. The LTIs are an

at risk payment designed to align the interests of executives

and shareholders and encourage longer term decision

making.

The LTI is described in more detail in Note 16 of the financial

statements on page 57.

To further align executive interests with those of

shareholders, a minimum shareholding policy was

introduced in 2019. The policy prohibits executives from

selling shares received under the new LTI, unless the

executive holds the equivalent of at least 25% of their after

tax base remuneration in Chorus shares (or 33% for the CEO).

20%20%

40%

Fibre connections

Strategic & transformation initiatives

EBITDA

Customer experience

20%

Annual Report 202092
Chief Executive employment agreement

and remuneration

JB Rousselot’s employment agreement reflects standard

conditions that are appropriate for a senior executive of a

listed New Zealand company.

The employment agreement may be terminated by:

—either he or the company giving six months' notice in

writing;

—the company without notice in the case of serious

misconduct, serious breach (including substantial

non-performance) or other cause justifying summary

dismissal; or

—the company immediately, if the Board forms the view that

substantial incompatibility and/or irreconcilable differences

have developed with him, or the Board otherwise wishes

to terminate his employment when he is not at fault

(including a redundancy situation or medical incapacity).

Our CEO continues to have a significant portion of his

remuneration linked to performance and at risk. Total

remuneration for our CEO continues to be determined using

a range of external factors, including advice from external

remuneration specialists and is reviewed annually by the

PPCC and Board.

CEO remuneration performance pay

The scenario chart below demonstrates the elements of the

CEO remuneration design in the year ended 30 June 2020.

0

$ Thousands

FIXEDON-PLANMAXIMUM

4,000

3,000

2,000

1,000

100% 48%

36%

16%

38%

50%

12%

Done

BaseAnnual variableLong-term incentives

CEO remuneration for FY19 and FY20 was:

Fixed remuneration Pay for performanceTotal remuneration

SalarySTILTI

JB RousselotFY20

1

763,699

2

661,554

3

–1,425,253

Kate McKenzieFY20588,325

4

––588,325

Kate McKenzieFY191,224,000844,560

5

–2,068,560

1 JB Rousselot became CEO on 20 November 2019.

2 Salary pro-rated from 20 November start date.

3 STI for FY20 (paid FY21), pro-rated from 20 November start date.

4 Salary pro-rated to end date of 20 December 2019.

5 STI for FY19 performance period (paid FY20).

Other benefits paid to Kate McKenzie: Company Kiwisaver contributions in FY20 $52,311 (FY19: $67,372)

Other benefits paid to JB Rousselot: Company Kiwisaver contributions in FY20 $22,672.

Five year summary of CEO remuneration:

CEOTotal remuneration

% STI awarded

against maximum

% STI extension

awarded against

maximum

% LTI awarded

against maximum

% LTI replacement

awarded against

maximum

Span of LTI

performance period

JB RousselotFY201,425,523

1

66––––

Kate McKenzieFY20588,325

2

–––––

Kate McKenzieFY192,068,56053%––––

FY182,219,47565%––––

FY17845,61860%––––

Mark RatcliffeFY18–––89%–FY15 – FY18

3

FY171,981,98748%–100%100%FY15 – FY17

FY162,249,27675%100%70%–FY13 – FY15

1 Total remuneration pro-rated from 20 November 2019 start date.

2 Total remuneration pro-rated to 20 December 2019 end date.

3 Three year grant made 1 July 2015.

Annual Report 202093
The table below outlines the CEO’s STI, LTI and extended LTI schemes for the performance period ending 30 June 2020

1

:

DescriptionPerformance measuresPercentage achieved

STISet at 75% of base remuneration.

Based on key financial and non-

financial performance measures.

• Company performance – see

FY20 STI Goals table on page 91

for weightings.

• Individual performance – based on

business fundamentals (both financial

and non-financial), connections,

revenue, customer experience and

strategic initiatives.

66%

LT IThree-year grant made November

2019, equivalent to 33% of base

remuneration.

Chorus TSR performance over grant

period must exceed 10.35% on an

annualised basis, compounding.

Assessed August 2022

with possible retesting

up to August 2023.

1 The STI payments for FY20 will be paid in FY21.

Total Shareholder Return (TSR) performance

30 June

2015

30 June

2016

30 June

2017

30 June

2018

30 June

2020

30 June

2019

Chorus

NZX50

Percentage return

-50.00

0.00

50.00

100.00

150.00

200.00

250.00

The graph above shows Chorus’ TSR performance against the NZX50 between 30 June 2015 and 30 June 2020.

Annual Report 202094
Executive shareholding

Chorus Executives hold shares in Chorus as shown in the

table below.

Median pay gap

The median pay gap represents the number of times greater

the CEO remuneration is to an employee paid at the median

of all Chorus employees. At 30 June 2020, the CEO’s base

salary at $1,250,000 (on an annualised basis), was 11.6 times

that of the median employee at $107,872 per annum.

The CEO’s total remuneration (on an annualised basis and

including STI), was 20 times the total remuneration of the

median employee (including STI) at $107,956

Employee remuneration range for the year ended

30 June 2020

The table opposite shows the number of employees

and former employees who received remuneration and

other benefits in excess of $100,000 during the year ended

30 June 2020.

The number of employees has increased from FY19 due to

changes in the STI scheme. This meant an increase in base

salaries for employees no longer eligible for STI.

During the year, certain employees received contributions

towards membership of the Marram Trust (a community

healthcare and holiday accommodation provider), received

contributions toward their Government Superannuation Fund

(a legacy benefit provided to a small number of employees)

and, if a member, received contributions of 3% of gross

earnings towards their KiwiSaver accounts. These amounts

are not included in these remuneration figures. Any benefits

received by employees that do not have an attributable value

are also excluded.

The remuneration paid to, and other benefits received by,

JB Rousselot in his capacity as CEO are detailed on

page 92 to 93, and are excluded from the table opposite.

The Living Wage in 2019/20 was $21.15 per hour. Chorus

does not have any permanent employee earning less than

the current living wage.

Remuneration range $ (Gross)

Number of employees in the year

ended 30 June 2020

Actual PaymentREM only

REM including benefits

1,740,001 – 1,750,00011

900,001 – 910,000–1

770,001 – 780,0001–

690,001 – 700,000–1

610,001 – 620,00011

600,001 – 610,00011

590,001 – 600,0001–

570,001 – 580,000–1

540,001 – 550,00011

490,001 – 500,00011

480,001 – 490,0001–

410,001 – 420,00023

400,001 – 410,00011

380,001 – 390,00011

350,001 – 360,00021

340,001 – 350,00011

330,001 – 340,00011

320,001 – 330,00044

310,001 – 320,00022

300,001 – 310,00033

290,001 – 300,00033

280,001 – 290,00022

270,001 – 280,00044

260,001 – 270,00033

250,001 – 260,00022

240,001 – 250,00077

230,001 – 240,0001111

220,001 – 230,0001313

210,001 – 220,00077

200,001 – 210,00088

190,001 – 200,0002525

180,001 – 190,0002121

170,001 – 180,0003838

160,001 – 170,0004545

150,001 – 160,0003939

140,001 – 150,0004949

130,001 – 140,0005353

120,001 – 130,0005757

110,001 – 120,0005959

100,000 – 110,0005959

G ran d Tot al530530

ExecutiveCurrent

Holdings

Shares Eligible

to Vest

Andrew Carroll

72,65143,089

David Collins––

Ed Hyde–16,137

Elaine Campbell–14,670

Ewen Powell49,58428,330

Ian Bonnar25,10720,113

JB Rousselot––

Kate McKenzie–65,862

Shaun Philp32726,606

Vanessa Oakley64,65830,287

Tot al212,327245,094

Annual Report 202095
Director remuneration

Fee structure

Total remuneration available to directors (in their capacity as such) in the year ended 30 June 2020 was fixed at our

2019 annual shareholders’ meeting at $1,169,042 an increase of $19,542 (1.7%) from the last fixed increase in 2016.

Annual fee structureYear ended 30 June 2020 $Year ended 30 June 2019 $

Board fees:

Board chair223,650223,650

Deputy chair167,750167,750

Non-executive director114,000114,000

Board committee fees:

Audit and Risk Management Committee

Chair32,60032,600

Member16,30016,300

People, Performance and Culture Committee

Chair22,90022,900

Member11,75011,750

Nominations and Corporate Governance Committee

Chair16,72016,720

Member8,8808,880

Notes:

1 The Board chair and deputy chair receive Board fees only. Other directors receive committee fees in addition to their Board fees.

2 Directors do not participate in a bonus or profit-sharing plan, do not receive compensation in share options, and do not have superannuation or any

other scheme entitlements or retirement benefits.

3 Directors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where the payment is

within the total fee pool available. There was a zero increase in director and committee base fees in the year to 30 June 2020.

Fees paid to Directors (in their capacity as such) in the year ended 30 June 2020

DirectorTotal fees

1

$ Board feesARMCPPCCNCGC

Patrick Strange

223,650223,650-

Jon Hartley167,750167,750--

Mark Cross141,166114,00027,166

Prue Flacks138,346114,00015,4668,880

Murray Jordan133,183114,00019,183

Jack Matthews128,783114,00010,8663,916

Anne Urlwin

5

48,86638,00010,866

Sue Bailey

6

83,83376,0007,833

Kate McKenzie

2

––

Tot al

Notes:

1 Amounts are gross and exclude GST (where applicable).

2 Kate McKenzie as CEO did not receive any remuneration in her capacity as a director.

3 Directors (other than the CEO) did not receive any other benefits.

4 Directors are entitled to be reimbursed for travel and incidental expenses incurred in performance of their duties in addition to the above fees.

5 Anne Urlwin retired as a director effective 31 October 2019.

6 Sue Bailey was appointed as a director effective 31 October 2019.

Fee structure from 1 July 2021

Our PPCC reviews non-executive director remuneration annually based on criteria developed by that committee. Based on

that committee’s recommendation the Board has determined not to change Board fees for the year from 1 July 2020.

Annual Report 202096
Disclosures

Group structure

Chorus Limited has two wholly owned subsidiaries:

Chorus New Zealand Limited (CNZL) and Chorus LTI Trustee

Limite d (CLT L ).

Chorus Limited

Chorus New Zealand LimitedChorus LTI Trustee Limited

Chorus Limited is the entity listed on the NZX and ASX

1

. It is

also the borrowing entity under the group’s main financing

arrangements and the entity which has partnered with the

Crown for the UFB build.

CNZL undertakes (and is the contracting entity for) Chorus’

operating activities and is the guarantor of Chorus Limited’s

borrowing. CNZL also employees all Chorus people. CNZL

has its own constitution but its Board is the same as the

Chorus Limited Board.

CLTL was incorporated in December 2014 as trustee for our

long term incentive plan.

Disclosures in respect of CNZL and CLTL are set out in the

“Subsidiaries” section on page 103.

Indemnities and insurance

Chorus indemnifies directors under our constitution for

liabilities and costs they may incur for their acts or omissions

as directors (including costs and expenses of defending

actions for actual or alleged liability) to the maximum

extent permitted by law. We have also entered into deeds of

indemnity with each director under which:

• Chorus indemnifies the director for liabilities incurred in

their capacity as a director and as officers of other Chorus

companies.

• Directors are permitted to access company records while

directors and after they cease to hold office (subject to

certain conditions).

Deeds of indemnity have also been entered into on similar

terms with certain senior employees for liabilities and costs

they may incur for their acts or omissions as employees,

directors of subsidiaries or as directors of non-Chorus

companies in which Chorus holds interests.

We have a directors’ and officers’ liability insurance policy in

place covering directors and senior employees for liability

arising from their acts or omissions in their capacity as

directors or employees on commercial terms. The policy

does not cover dishonest, fraudulent, malicious or wilful acts

or omissions.

Director change

Anne Urlwin, Kate McKenzie and Jon Hartley resigned as

directors effective 31 October 2019, 19 November 2019

and 31 August 2020 respectively. Sue Bailey was elected

as a director as at 31 October 2019. Kate Jorgensen's

appointment as a director, effective 1 July 2020, was

announced during the year to 30 June 2020.

Notes:

1 Chorus Limited is no longer listed on Luxembourg stock exchange following repayments of our GBP 260 million bonds in April, 2020

Annual Report 202097
Current Directors

Interest as at 30 June 2020Transactions during the reporting period

DirectorSharesInterestNumber

of shares

Nature of transactionConsiderationDate

Patrick Strange41,000Beneficial owner as

beneficiary of Three Kings

Trust

6,000On market acquisition$30,600.0028 August 2019

Mark Cross28,616Beneficial owner as

beneficiary of Alpha

Investment Trust; power to

exercise voting rights and

acquire/dispose of financial

products as director of

trustee.

696Acquisition of shares on

reinvestment of dividends

under Chorus’ dividend

reinvestment plan

$3,458.098 October 2019

5,000On market acquisition$25,500.0029 August 2019

415Acquisition of shares on

reinvestment of dividends

under Chorus’ dividend

reinvestment plan

$2,620.6414 April 2020

Prue Flacks19,442Registered holder and

beneficial owner

473Acquisition of shares on

reinvestment of dividends

under Chorus’ dividend

reinvestment plan

$2,350.118 October 2019

4,000On market acquisition$20,040.0028 August 2019

282Acquisition of shares on

reinvestment of dividends

under Chorus’ dividend

reinvestment plan

$1,780.7714 April 2020

Murray Jordan115,549Registered holder and

beneficial owner of ordinary

shares as trustee and

beneficiary of Endeavour

Trust

78,438On market acquisition$400,002.424 September 2019

2,808Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$13,951.638 October 2019

1,678Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$10,596.2314 April 2020

Jack Matthews10,147Registered holder and

beneficial owner

147Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$928.2814 April 2020

Sue Bailey5,000Registered holder and

beneficial owner

5,000On market acquisition$39,524.4210 June 2020

Anne Urlwin20,768Director and shareholder of

registered holder

5,000On market acquisition $25,399.874 September 2019

627Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$3,115.268 October 2019

374Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$2, 361 .7414 April 2020*

Kate McKenzie65,862Beneficial interest

under Chorus’ long term

incentive plan

58,095*Off market purchase of

shares granted under

Chorus’ long term

incentive plan

Nil17 October 2019

Director interests and trading

As at 30 June 2020, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013) in approximately

0.069% of shares as follows:

* Disclosure made after Anne's resignation

on 31 October 2019, pursuant to listing

rule obligations to continue to disclose

trading 6 months post resignation.

* Forfeited on her resignation

rights to 58,095 shares under

Chorus' long term incentive plan

Annual Report 202098
As at 30 June 2020 , no directors had relevant interests (as defined in the Financial Markets Conduct Act 2013) in any Chorus’

NZX bonds maturing May 2021.

As at 30 June 2020, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013) in approximately

0.111% of Chorus’ NZX bonds maturing December 2028 as follows:

Interest as at 30 June 2020Transactions during the reporting period

DirectorBondsInterestNumber

of bonds

Nature of transactionConsiderationDate

Patrick Strange340,000Beneficial owner

as beneficiary of

Three Kings Trust

––––

Prue Flacks15,000Registered holder

as trustee of CJH

Bull Family Trust

––––

Murray Jordan100,000Registered holder and

beneficial owner as

trustee and beneficiary

of Endeavour Trust

––––

Jon Hartley70,000Beneficial owner as

trustee and beneficiary

of Hartley Family Trust

––––

Anne Urlwin30,000Director and

shareholder of

registered holder

––––

Changes in Director interests

Patrick StrangeNone

Jon HartleyCeased as chair of Wellington City Mission

1

and chair of VisionFund International

2.

Appointed chair of Kiwibank Ltd

3

Mark CrossBecame a director of Xero

4

.

Prue FlacksCeased as chair of Queenstown Airport Corporation

5

. Became chair of Mercury NZ Limited

6

Murray JordanBecame a Trustee of Southern Cross Health Trust which has 2 subsidiaries which Murray is a director of - Southern

Cross Hospitals Limited and Southern Cross Benefits Limited.

7

Jack MatthewsPost 30 June 2020 - Became a director of New Zealand Golf Network Limited

8

Sue BaileyNone

Notes:

1 From 24 June 2020.

2 From 30 September 2019

3 From 28 November 2019

4 From 1 April 2020.

5 From 18 May 2020.

6 From 28 September 2019.

7 From 1 August 2019.

8 From 1 July 2020

Annual Report 202099
Director restrictions

No person who is an ‘associated person’ of a

telecommunications services provider in New Zealand

may be appointed or hold office as a director. NZX has

granted a waiver to allow this restriction to be included

in our constitution.

Securities and security holders

Ordinary shares

Chorus Limited’s shares are quoted on the NZX and on

the ASX and trade under the ‘CNU’ ticker. There were

444,491,560 ordinary shares on issue at 30 June 2020.

Each share confers on its holder the right to attend and vote

at a shareholder meeting (including the right to cast one vote

on a poll on any resolution).

Constitutional ownership restrictions

As part of the establishment of Chorus we inherited an

obligation to obtain Crown approval prior to any person:

• Having a relevant interest in 10% or more of our shares; or

• Other than a New Zealand national, having a relevant

interest in more than 49.9% of our shares.

On each request the Crown has provided approval, currently:

• L1 Capital Pty Ltd can hold a relevant interest in up to

15% of our shares.

• AMP Capital Holdings Limited can hold a relevant interest

in up to 15% of our shares.

If our Board or the Crown determines there are reasonable

grounds for believing a person has a relevant interest in our

shares in excess of the ownership restrictions, our Board

may, after following certain procedures, prohibit the exercise

of voting rights (in which case the voting rights vest in our

chair) and may force the sale of shares. Our Board may also

decline to register a transfer of shares if it reasonably believes

the transfer would breach the ownership restrictions.

NZX has granted waivers allowing our constitution to include

the power of forfeiture, the restrictions on transferability

of shares and our Board’s power to prohibit the exercise of

voting rights relating to these ownership restrictions. ASX

has also granted a waiver in respect of the refusal to register

a transfer of shares which is or may be in breach of the

ownership restrictions.

Takeovers protocol

We have established a takeovers protocol setting out

the procedure to be followed if there is a takeover offer,

including managing communications between insiders

and the bidder and engagement of an independent

adviser. The protocol includes the option of establishing

an independent takeover committee, and the likely

composition and implementation of that committee.

Shareholder distribution as at 30 June 2020

HoldingNumber of holders% of holdersTotal number of

shares held

% of shares issued

1 to 999

11,44052.57%4,727,1381.06%

1,000 to 4,9996,73830.96%15,907,7763.58%

5,000 to 9,9992,0189.27%13,422,8493.02%

10,000 to 99,9991,4876.83%30,993,4016.97%

100,000 and over800.37%379,440,39685.37%

Tot al21,763100%444,491,560100%

Substantial holders

We have received substantial product holder notices from shareholders as follows:

Notices received as at 30 June 2020

Number of

ordinary shares held

% of shares on issue

Mitsubishi UFJ Financial Group, Inc., Mitsubishi UFJ Trust

and Banking Corporation, First Sentier Investors (Australia)

IM Ltd, First Sentier Investors Realindex Pty Ltd

20,514,6914.615%

1

L1 Capital Pty Ltd48,819,48410.983%

2

Commonwealth Bank of Australia19,276,7284.344%

3

The Vanguard Group, Inc.28,825,8436.497%

4

1 & 2 As reported in the substantial product holder notices, based on 444,491,560 ordinary shares on issue at that time.

3 & 4 As reported in the substantial product holder notices, based on 443,709,223 ordinary shares on issue at that time.

Annual Report 2020100
Twenty largest shareholders as at 30 June 2020

RankHolder nameHolding%

1HSBC Custody Nominees (Australia) Limited 53,162,94911.96

2JP Morgan Nominees Australia Limited 48,546,48710.92

3Citibank Nominees (New Zealand) Limited33,389,9657. 51

4HSBC Nominees (New Zealand) Limited*26,280,9515.91

5Citicorp Nominees Pty Limited 23,677,5835.32

6BNP Paribas Nominees (NZ) Limited* 22,427,9645.04

7National Nominees Limited 20,812,0104.68

8Accident Compensation Corporation16,984,7973.82

9HSBC Nominees (New Zealand) Limited A/C State Street*16,933,6643.8

10JP Morgan Chase Bank NA NZ Branch – Segregated Clients ACCT* 15,280,0203.43

11HSBC Custody Nominees (Australia) Limited7,9 8 5 , 5 7 21.79

12Forsyth Barr Custodians Limited <1-CUSTODY>7,479,0011.68

13New Zealand Depository Nominee Limited A/C 1 Cash Account6,241,0611.4

14BNP Paribas Nominees (NZ) Limited*6,065,2711.36

15ANZ Wholesale Australasian Share Fund5,964,7011.34

16JBWere (NZ) Nominees Limited NZ Resident A/C5,939,0691.33

17HSBC Custody Nominees (Australia) Limited Nt-Comnwlth Super Corp A/C*5,532,9521.24

18HSBC Nominees A/C NZ Superannuation Fund Nominees Limited5,344,7191.2

19BNP Paribas Nominees (NZ) Limited*4,592,8751.03

20ANZ Custodial Services New Zealand Limited*3,926,2840.88

* Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of

securities by its members. As at 30 June 2020, 143,968,887 Chorus ordinary shares (or 32% of the ordinary shares on issue) were held through NZCSD.

American depositary receipts

American Depositary Shares, each representing five shares

and evidenced by American Depositary Receipts, are not

listed but are traded on the over-the-counter market in the

United States under the ticker ‘CHRYY’ with Bank of New York

Mellon as depositary bank. As at 30 June 2020 Chorus had

1.1 million ADR’s on issue.

Annual Report 2020101
Twenty largest bondholders (May 2021) as at 30 June 2020

RankHolder nameHolding%

1FNZ Custodians Limited40,635,00010.15

2TEA Custodians Limited Client Property Trust Account*30,264,0007. 5 6

3BNP Paribas Nominees (NZ) Limited* 27,990,0006.99

4Forsyth Barr Custodians Limited – 1-Custody25,892,0006.47

5Citibank Nominees (New Zealand) Limited20,837,0005.2

6Custodial Services Limited – A/C 419,471,0004.86

7Custodial Services Limited – A/C 318,467,0004.61

8Investment Custodial Services Limited – A/C C16,667,0004.16

9HSBC Nominees (New Zealand) Limited O/A Euroclear Bank 15,698,0003.92

10Custodial Services Limited – A/C 213,603,0003.4

11HSBC Nominees (New Zealand) Limited*8,765,0002.19

12JBWere (NZ) Nominees Limited – NZ Resident A/C8,413,0002.1

13Custodial Services Limited – A/C 18,013,0002.0

14Southern Cross Medical Care Society8,000,0002.0

15Generate Kiwisaver Public Trust Nominees Limited7,956,0001.98

16National Nominees New Zealand Limited*7,364,0001.84

17JP Morgan Chase Bank NA NZ Branch – Segregated Clients ACCT* 6,727,0001.68

18Custodial Services Limited – A/C 186,524,0001.63

19NZPT Custodians (Grosvenor) Limited5,751,0001.43

20ANZ Custodial Services New Zealand Limited*5,122,0001.28

Twenty largest bondholders (December 2028) as at 30 June 2020

RankHolder nameHolding%

1Forsyth Barr Custodians Limited – 1-Custody76,695,00015.33

2ANZ Custodial Services New Zealand Limited* 50,403,00010.08

3JBWere (NZ) Nominees Limited – NZ Resident A/C42,470,0008.49

4HSBC Nominees (New Zealand) Limited O/A Euroclear Bank* 30,000,0006.0

5Custodial Services Limited – A/C 428,005,0005.6

6FNZ Custodians Limited24,981,0004.99

7Investment Custodial Services Limited – A/C C20,266,0004.05

8Custodial Services Limited – A/C 31 7, 5 87, 0 0 03.51

9Custodial Services Limited – A/C 215,646,0003.12

10BNP Paribas Nominees (NZ) Limited* 15,075,0003.01

11Custodial Services Limited – A/C 19,196,0001.83

12Custodial Services Limited – A/C 187,716,0001.54

13Forsyth Barr Custodians Limited – Account 1 E6,630,0001.32

14Generate Kiwisaver Public Trust Nominees Limited*5,750,0001.15

15JBWere (NZ) Nominees Limited – 55527 A/C5,000,0001.0

16TEA Custodians Limited Client Property Trust Account*4,619,0000.92

17JBWere (NZ) Nominees Limited – 44626 A/C4,000,0000.8

18HSBC Nominees (New Zealand) Limited A/C State Street*3,750,0000.75

19Custodial Services Limited – A/C 163,524,0000.7

20JBWere (NZ) Nominees Limited – 54440 A/C3,500,0000.7

* Held through New Zealand Central Securities Depository Limited (NZCSD).

Annual Report 2020102
Debt listings

Chorus Limited has the following bonds on issue:

• $400 million bonds traded on the NZX debt market

(the NZDX) maturing May 2021;

• $500 million bonds traded on the NZX debt market

maturing December 2028;

• EUR 500 million EMTNs traded on the ASX maturing

October 2023; and

• EUR 300 million EMTNs traded on the ASX, maturing

December 2026.

NZX bondholder distribution as at 30 June 2020

May 2021 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

1,000 to 4,99900%00%

5,000 to 9,99919311.8%1,078,0000.27%

10,000 to 99,9991,25376.64%33,492,0008.37%

100,000 and over18911.56%365,430,00091.36%

Tot al1,635100%400,000,000100%

December 2028 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

1,000 to 4,9990 0%0 0%

5,000 to 9,999814.72%477,0000.1%

10,000 to 99,999138580.71%44,112,0008.82%

100,000 and over25014.57%455,411,00091.08%

Tot al1716100%500,000,000100%

Unquoted securities

Crown Infrastructure Partners (CIP) Securities

The terms of issue for the CIP1 and CIP2 securities are set out in the subscription agreements between Chorus Limited and CIP.

These terms are summarised in note 6 of our Financial Statements and on our website at www.chorus.co.nz/reports.

SecurityNumber issued in the

year ended 30 June 2020

Total on issue at

30 June 2020

HolderPercentage held

CIP1 equity securities36,488,166462,052,071CIP100%

CIP1 debt securities36,488,166462,052,071CIP100%

CIP1 equity warrants1,463,98214,008,268CIP100%

CIP2 equity securities82,733,495142,631,045CIP100%

Annual Report 2020103
Other disclosures

New NZX listing rules

NZX updated its listing rules from 1 January 2020.

NZX waivers

On 28 March 2019 Chorus applied for the continuation of

existing and still required waivers and rulings. On

3 April 2020 a waiver from NZX listing rule 2.3.2, 4.1.1, 4.1.2,

4.2.1, 4.14, 6.6.1, 8.1.5 and a ruling from NZX on listing rule

4.9.1 were granted.

A summary of all waivers granted and published by NZX in

the 12 months ending 30 June 2020 and relied on is available

on our website at www.chorus.co.nz/investor-info.

Non-standard designation

NZX has attached a ‘non-standard’ designation to Chorus

Limited because of the ownership restrictions in our

constitution (described above).

ASX disclosures

Chorus Limited and its subsidiaries are incorporated in

New Zealand.

Chorus Limited is not subject to Chapters 6, 6A, 6B and 6C

of the Australian Corporations Act 2001 dealing with the

acquisition of shares (including substantial shareholdings

and takeovers).

Our constitution contains limitations on the acquisition

of securities, as described above.

For the purposes of ASX listing rule 1.15.3 Chorus Limited

continues to comply with the NZX listing rules.

Registration as a foreign company

Chorus Limited has registered with the Australian Securities

and Investments Commission as a foreign company and has

been issued an Australian Registered Body Number (ARBN)

of 152 485 848.

Net tangible assets per security

As at 30 June 2020, consolidated net tangible assets per

share was $1.39 (30 June 2019: $1.64).

Net tangible assets per share is a non-GAAP financial

measure and is not prepared in accordance with NZ IFRS.

Revenue from ordinary activities and net profit

In the year ended 30 June 2020:

• Revenue from ordinary activities decreased 1% to

$959 million (30 June 2019: $970 million); and

• Profit from ordinary activities after tax, and net profit,

attributable to shareholders decreased 2% to $52 million

(30 June 2019: $53 million).

Subsidiaries

Chorus New Zealand Limited (CNZL)

Directors as at 30 June 2020: Patrick Strange, Jon Hartley,

Mark Cross, Prue Flacks, Murray Jordan, Jack Matthews,

Sue Bailey.

Both Kate McKenzie and Anne Urlwin resigned as directors

from CNZL during the year to 30 June 2020. Sue Bailey was

appointed as a director.

Current CNZL directors are also Chorus Limited directors

and do not receive any remuneration in their capacity as

CNZL directors.

Chorus LTI Trustee Limited (CLTL)

Directors as at 30 June 2020: Prue Flacks, Murray Jordan

and Sue Bailey.

Jack Matthews resigned and Sue Bailey was appointed as a

director of CLTL during the year to 30 June 2020.

Current and former directors of CLTL did not receive any

remuneration in their capacity as directors of CLTL.

Other subsidiaries

Chorus Limited has no other subsidiaries.

Annual Report 2020104
Glossary

ASX Corporate

Governance Code

ASX Corporate Governance Council’s

Corporate Governance Principles and

Recommendations (3rd edition).

Backbone networkFibre cabling and other shared network

elements required either in the common

areas of multi-dwelling units to connect

individual apartments/offices, or to serve

premises located along rights of way.

BackhaulThe portion of the network that links

local exchanges to other exchanges

or retail service provider networks.

BasebandA technology neutral voice input

service that can be bundled with

a broadband product or provided

on a standalone basis.

BoardChorus Limited’s Board of Directors.

Building block

model

A methodology used for regulating

monopoly utilities. Under BBM a

regulated supplier’s allowed revenue

is equal to the sum of the underlying

components or ‘building blocks’,

consisting of the return on capital,

depreciation, operating expenditure and

various other components such as tax.

ChorusChorus Limited and subsidiaries.

CIPCrown Infrastructure Partners,

the Government organisation that

manages New Zealand’s rollout of

Ultra-Fast Broadband infrastructure.

CommissionCommerce Commission –

the independent Crown Entity

whose responsibilities include

overseeing the regulation of the

telecommunications sector.

ConstitutionChorus Limited’s Constitution.

CPIConsumer Price Index (inflation).

Direct fibre accessAlso known as ‘dark’ fibre, a fibre service

that provides a point to point fibre

connection and can be used to deliver

backhaul connections to mobile sites.

DirectorA director of Chorus Limited.

EBITDAEarnings before interest, income tax,

depreciation and amortisation.

EMTNEuropean Medium Term Notes.

FYFinancial year – twelve months

ended 30 June. e.g. FY20 is from

1 July 2019 to 30 June 2020.

GbpsGigabits per second. A measure of

the average rate of data transfer.

GigabitThe equivalent of 1 billion bits. Gigabit

Ethernet provides data transfer rates

of about 1 gigabit per second.

GPONGigabit Passive Optical Network.

ITInformation Technology.

Layer 2The data link layer, including broadband

electronics, within the Open Systems

Interconnection model. Layer 1 is the

physical cables and co-location space.

MbpsMegabits per second – a measure of

the average rate of data transfer.

NZ IFRSInternational Financial Reporting

Standards – the rules that the financial

statements have to be prepared by.

P2PWhere two parties or devices are

connected point-to-point via fibre.

RABRegulatory Asset Base refers to

the value of total investment by a

regulated utility in the assets which

will generate revenues over time.

RBIRural Broadband Initiative – refers to

the Government programme to improve

and enhance broadband coverage in

rural areas between 2011 and 2016.

ShareMeans an ordinary share in Chorus.

TSOTelecommunications Services

Obligation – a universal service

obligation under which Chorus

must maintain certain coverage and

service on the copper network.

TSRTotal shareholder return.

UFBUltra-Fast Broadband refers to the

Government programme to build a fibre

to the premises network to about 85%

of New Zealanders. UFB1 refers to the

original phase of the rollout to 75% of

New Zealanders. UFB2 and UFB2+ were

subsequent phases announced in 2017.

VDSLVery High Speed Digital Subscriber

Line – a copper-based technology

that provides a better broadband

connection than ADSL.

Annual Report 2020104
Disclaimer

This annual report:

• May contain forward looking statements. These statements

are not guarantees or predictions of future performance.

They involve known and unknown risks, uncertainties and

other factors, many of which are beyond Chorus’ control,

and which may cause actual results to differ materially

from those expressed in the statements contained in this

annual report.

• Includes statements relating to past performance.

These should not be regarded as reliable indicators of

future performance.

• Is current at its release date. Except as required by law or

the NZX and ASX listing rules, Chorus is not under any

obligation to update this annual report or the information

in it at any time, whether as a result of new information,

future events or otherwise.

• Contains non-GAAP financial measures, including EBITDA.

These measures may differ from similarly titled measures

used by other companies because they are not defined by

GAAP. Although Chorus considers those measures provide

useful information they should not be used in substitution

for, or isolation of, Chorus’ audited financial statements.

• May contain information from third parties Chorus

believes reliable. However, no representations or

warranties are made as to the accuracy or completeness

of such information.

• Should be read in the wider context of material previously

published by Chorus and released through the NZX and ASX.

• Does not constitute investment advice or an offer or

invitation to purchase Chorus securities.

chorus.co.nz
Directory

Registrars

NEW ZEALAND

Computershare Investor Services Limited

Private Bag 92119, Victoria Street West

Auckland 1142, New Zealand

P: +64 9 488 8777 F: +64 9 488 8787

E: enquiry@computershare.co.nz

investorcentre.com/nz

AUSTRALIA

Computershare Investor Services Pty Limited

GPO Box 3329, Melbourne 3001, Australia

FP: 1 800 501 366 F: +61 3 9473 2500

E: enquiry@computershare.co.nz

investorcentre.com/nz

Registered Offices

NEW ZEALAND

Level 10, 1 Willis Street

Wellington, New Zealand

P: +64 800 600 100

AUSTRALIA

C/– Allens Corporate Services Pty Limited

Level 4, Deutsche Bank Place, 126 Phillip Street,

Sydney, NSW 2000, Australia

P: +61 2 9230 4000

ADR Depository

BNY Mellon Shareowner Services

PO Box 505000, Louisville, KY 40233-5000

United States of America

P: US domestic calls (toll free) 1 888 269 2377

P: International calls +1 201 680 6825

E: shrrelations@cpushareownerservices.com

https://www-us.computershare.com/investorARBN 152 485 848

---

This year saw our broadband infrastructure
pass its greatest ever test.

The COVID-19 pandemic meant New Zealanders were

heavily reliant on our copper and fibre network to keep

connecting, working and learning through months of

change and uncertainty.

Our business and our people rose to the challenge, helping

deliver strong operational results and further cement

broadband’s role as an essential utility. Despite the operational

restrictions and financial impact of COVID-19, we were pleased

to be able to achieve our goal of modest EBITDA growth. This

was achieved through our ongoing focus on reducing costs and

reshaping our business for a fibre-centric future.

dear investors

Letter to investors:

FY20 full year result

Dividend reinvestment plan

for shareholders

A dividend reinvestment plan is available to our Australian

and New Zealand resident shareholders. There will be a

2% discount rate applied for the 12 October 2020

dividend payment.

If you haven’t previously registered to participate and wish

to do so, you’ll need to have registered your participation

by 5:00pm (NZ time) on 16 September 2020.

You can register, or deregister, by logging into your

Computershare profile at www.investorcentre.com/nz

or downloading the Participation Notice at

www.chorus.co.nz/dividends and returning it to

Computershare.

The full terms of the reinvestment plan can be read

in our Offer Document dated February 2016 at

www.chorus.co.nz/dividends, or you can request a

copy free of charge. Our most recent audited financial

statements, and auditor’s report, are included in our 2020

annual report, which is available free of charge on request

and at www.chorus.co.nz/financial-results.

1 Excludes free education connections provided as part of Chorus’ COVID-19

response.

2 Earnings before interest, income tax, depreciation and amortisation (EBITDA)

is a non-GAAP profit measure. We monitor this as a key performance

indicator and we believe it assists investors in assessing the performance of

the core operations of our business.

3 Based on the mean response to “How likely are you to recommend your

company as a place to work?”

FY20 result overview

Fibre connections

1

Net profit after tax

FY20

751,000

FY19

610,000

FY20

$52m

FY19

$53m

Fixed line connections

1

Broadband connections

1

FY20

1,206,000

FY19

1,196,000

FY20

1,415,000

FY19

1,450,000

EBITDA

2

Customer satisfaction

FY20

FY19

FY20

$648m

FY19

$636m

Dividend

Employee engagement score

3

FY20FY19

7.68.5 out of 10

3

FY20

24cps

FY19

23cps

8.1 out of 10

(target 7.9)

7.7

FIBRE.

IT’S HOW WE

INTERNET NOW.

Kind regards

Patrick Strange

Chair

Figure 2:
Average daily internet usage across the Chorus network June 2018 – 2020

Figure 4:

Average daily internet usage across the Chorus network June 2018 – 2020

0

0.25

0.5

0.75

1.0

1.25

1.5

2.0

1.75

2.50

2.25

3.0

2.75

Time of day

Note: data represents average of traffic across all days in June, excluding corporate traffic.June 2019June 2020June 2018

Network throughput (Tbps)

Peak traffic

of 3 Tbps

on 27 March 2020

12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM

We celebrated a significant milestone with the completion of

the original ultrafast broadband (UFB1) rollout in November.

There are now approximately 150,000 homes and businesses

remaining to pass in the UFB2 rollout area by the end of

2022. Together, these projects are delivering far reaching

socio-economic benefits, with a growing number of smaller

communities throughout New Zealand connected to fibre.

We’ve continued to see strong growth in fibre uptake,

up from 53% to 60% during the year. Just as importantly,

customer satisfaction with fibre installations rose from 7.7

to 8.1 out of ten. This exceeded our target of 7.9. Together,

these developments helped us deliver another strong

year of broadband connection growth, with an increase

of 10,000 lines. We finished the year with 1,415,000 fixed

line connections, down just 35,000 lines from the year

before. This was a marked improvement on the level of line

reductions experienced in prior years.

The good progress we made in optimising our business and

reducing costs meant we achieved EBITDA of $648 million.

This was up from $636 million in FY19 and was in line with

our February upgrade to EBITDA guidance of a range of

$640 to $655 million. Net profit after tax was $52 million

compared to $53 million in FY19.

While COVID-19 had a negative financial impact on EBITDA,

it has accelerated some of the positive underlying trends

that support our business. International telecommunications

providers are seeing a “fixed line renaissance”, with consumers

now placing even greater value on the reliability and capacity

of fixed line services relative to alternative wireless networks.

We’ve seen this reflected in demand trends on our network,

with a growing proportion of consumers opting for our

premium 1 gigabit per second plans.

The consumption of streaming services through

lockdown contributed to significant increases in monthly

broadband usage, while the almost overnight adoption of

videoconferencing services has reinforced the need for stable

upstream broadband performance.

Monthly average household data usage surged from 265GB

to 313GB across the year. Fibre customers averaged 387GB in

June, up from 341GB the year before,

The completion of the UFB1 rollout, together with the

suspension of non-essential rollout and connection activity

during the COVID-19 lockdown, saw a substantial drop in

overall capital expenditure from $804 million in FY19 to

$663 million this year.

The sudden suspension of non-essential field activity

through the lockdown period placed financial strain on

our service companies and we chose to provide $5 million

in financial support to them and their subcontractors.

This helped assist with reduced workflow and retain our

workforce for the rapid resumption of activity when alert

levels were relaxed. A relief fund of $2 million was also made

available to retailers to help address the expected increase in

bad debts for consumers and small businesses unable to pay

their bills during lockdown.

FY20 overview

We were pleased to be able to play a part in supporting the
wider community deal with the consequences of COVID-19.

Where the Ministry of Education identified households

needing a broadband connection, for students to keep

up with their schooling, we made our existing network

connections available free of charge for a six-month period.

About 10,000 students had been connected under this

initiative by the end of FY20.

Our people helped make our COVID-19 initiatives happen,

and keep our essential infrastructure going, all while

embracing working from home in an extremely short

timeframe. They’ve shown great resilience through change

this year as we’ve begun reshaping our organisational

structure from a build to operate focus. Despite the resulting

reduction in staff numbers, employee engagement was 8.5 in

June 2020, up from 7.6 out of 10 in FY19. Our employee net

promoter score

4

also rose, from

+

28 to

+

67, putting us in the

top 5% of our international ‘technology’ company benchmark.

We continue to put considerable effort and focus into the

Commerce Commission’s process to establish the new

utility-style regime for our fibre access network. Aspects of

the Commission’s November 2019 draft decision were an

improvement on their earlier views. However, we believe the

proposed settings don’t yet reflect the commercial realities of

the network investment we’ve made since 2011. The various

phases of the implementation process will continue through

FY21, with the new framework to apply from January 2022.

A fully imputed final dividend of 14 cents per share will be

paid on 12 October 2020, bringing total dividends for FY20 to

24 cents per share.

4 Net Promoter Scores can range from -100 to +100 and are calculated

by subtracting the percentage of detractors (0-6 engagement score)

from the percentage of promoters (9-10 engagement score).

Outlook

COVID-19 has both underlined broadband’s

role as an essential utility, while also increasing

global appreciation of the true value of a fibre

network. We’re thankful that New Zealand

made infrastructure choices a decade ago that

have allowed us to be in the enviable position

of having already deployed fibre to most

New Zealanders. This has meant that demand for

our services has continued to be strong, despite

the wider economic impact of the pandemic.

We’re hopeful this demand continues and we’ll

keep considering ways we can support the wider

community and economy beyond the various

initiatives we’ve already undertaken.

With the UFB rollout winding down, our focus is all about

connecting more New Zealanders to fibre. We’ve put this at

the top of our strategic focus with a target of 1 million fibre

connections by 2022. This is a substantial step up from the

751,000 connections we have today, but we know the socio-

economic benefits of fibre connectivity make it a worthwhile

goal. The sustainability of our business rests on making

New Zealand better, by bridging digital divides and enabling

work, education and creativity through better broadband.

It’s reflected too in one of the four pillars of our strategy: to

win in our core fibre business. In FY21, you can expect to

see us continuing to lift our activity as an active wholesaler.

We’ll be knocking on a whole lot more doors and providing

targeted incentives to retailers and customers to sustain the

connection momentum we’ve built up over the last year.

We know there will be increased competitive intensity as mobile

network operators seek to leverage their own 5G investments,

but we have the utmost confidence in our product. As the

Commerce Commission has shown through its reporting,

fixed line services clearly outperform shared wireless networks

on key measures such as latency and concurrent streaming

on multiple devices. We believe recent COVID-19 experiences

and the shift to more home-based work mean Kiwis will value

unlimited data and rock solid broadband like never before.

Although the Commerce Commission is expected to publish

a copper withdrawal code before the end of 2020, we’re not

going to switch copper off overnight. There’ll be lengthy notice

requirements that we’ll need to follow and we’ll take a careful,

considered and consumer-centric approach. As we’ve said

before, it will only be where fibre is already available, and on a

localised street-by-street basis. Consumers should, therefore,

be aware that suggestions of needing to immediately change

networks because of a ‘pending shutdown of copper’ may not

be correct. Many retailers provide services across our copper

and fibre network, so consumers might wish to shop around by

visiting websites like www.broadbandcompare.co.nz.

The gradual withdrawal of copper services is linked closely

with another of our strategic pillars, the optimisation of our

non-fibre assets. As our network becomes increasingly fibre-

centric we’re looking closely at the assets we need to deliver

services into the future. We’ve already begun to dispose of

non-essential network sites and are reshaping our investment

programmes to better reflect ongoing local demand.

The removal of legacy broadband equipment from our

network should also start to reduce ongoing maintenance

and electricity costs.

Figure x:

Chorus UFB uptake

0%

50%

40%

30%

20%

10%

60%

70%

80%

90%

100%

UFB1UFB2Contractual target

FY12

FY19FY18FY17FY16FY15FY14FY13FY20

Figure 1:

UFB1 and UFB2 uptake rates

If you’d like more detail on our financial results, the annual report and a recorded webcast of our results briefing
will be available on our website at www.chorus.co.nz/reports

At the same time, we keep exploring opportunities to grow

new revenues. Our innovation programme has successfully

identified several initiatives that we’ve moved through to

product stage, such as our edge centre facilities and the

impending launch of a Wi-Fi service using our latest in-

home fibre network devices. We have more ideas in the

pipeline, including exploring the opportunities created by

technology developments like the latest Wi-Fi standard,

Wi-Fi 6. As technology and consumer demands evolve,

we’re conscious too of the need to look for potential new

partnerships and wholesale customers that might deliver

innovative new services for consumers.

The changes to our strategic focus are of course occurring

against the backdrop of our shift from building to operating

our new fibre network, and the shift to becoming a regulated

utility from January 2022. While these aren’t immediate

changes, they’re already shaping the way we think about

Chorus’ future operating model. We know, for example,

that we’ll need to develop core utility functions such as

compliance and asset management that are subtly different

from the way we’ve traditionally operated. Our organisation

and our service company partners will also need to keep

evolving as the fibre rollout winds down and we no longer

have to operate a copper and fibre network side by side.

Underpinning this all, is of course the expectation of a clear

and certain regulatory environment that supports ongoing

infrastructure investment. We, and many investors, continue

to advocate for a fair return that respects the risks taken in

the first decade of our partnership with Government and

the longer-term nature of our investment. As we’ve said

previously, while the Commission’s November 2019 draft

decision was an improvement on its earlier views, there

is still a significant gap between retrospective economic

assumptions and commercial reality. Under the current

proposed settings, investors will not consider UFB a model

for the successful transformation of more New Zealand

infrastructure.

We know too that investors are rightly interested in more clarity

of our future dividend intentions, given the constraints on past

returns through the UFB investment cycle. Our intention is that

in FY22 we’ll transition to a more utility-like dividend policy,

based on a pay-out range of free cash flow. This transition

period will be moderated by the need to balance our BBB

credit rating with the ongoing investment needed to complete

the UFB rollout and fibre connections. In the meantime, we’ve

provided more commentary on our proposed approach in

the full year results presentation, as well as guidance of a FY21

dividend of 25 cents per share.

Our strategic focus

---

Page 1 of 4







24 August 20 20


Chorus delivers in-line result despite COVID-19 impact


Chorus today released its audited annual results confirming earnings before

interest, tax, depreciation and amortisation (EBITDA) of $648 m for the year

ended 30 June 2020 .


Summary

− Final EBITDA result in line with February’s guidance of $640 - $655m

− Net profit after tax was $52m (FY19: $53m)

− Operating revenue for the period was $959m (FY19: $970m)

− Operating expenses were $311m (FY19: $334m)

− Capital expenditure $663m (FY19: $804m)

− Depreciation and amortisation for the period was $402m (FY19: $393 m)

− Earnings before interest and tax of $246m (FY19: $243 m)

− Final, fully imputed dividend of 14 cents per share

− 751,000 active fibre connections (FY19: 610,000)

− UFB1 fibre uptake at 63% of homes and businesses (FY19: 54%)

Speaking about the results, Chorus CEO JB Rousselot said: “This year saw our

broadband infrastructure pass its greatest ever test. The COVID-19 pandemic

meant New Zealanders were heavily reliant on our copper and fibre networks to

keep connecting, working and learning through months of change and

uncertainty.

“I’m proud of how our business, and our people, rose to the challenge presented

by the pandemic. They helped deliver strong operational results and further

cemented broadband’s role as an essential utility for all New Zealanders.

The sudden suspension of non-essential field activity through the alert level 4

lockdown period placed financial strain on Chorus’ service companies.

“We chose to provide $5 million in financial support to our service companies

and their subcontractors. This assisted them with the impact of reduced levels of

work and helped retain the workforce for a rapid resumption of activity as alert

levels relaxed.

“We also agreed a relief fund of $2 million which we made available to retailers

to help address the expected increase in bad debts for consumers and small

businesses unable to pay their bills during lockdown,” said Mr Rousselot.

Page 2 of 4

The demands placed on our network as a result of COVID-19 underlines the

importance of continuing to invest in network capacity. Broadband traffic

increased by about 35 percent during the lockdown period and to meet this and

other demands Chorus is continually upgrading its network.

“In July, before Auckland moved back into alert level 3, we announced the

commissioning of two new multi-terabit core routers that increase network

capacity in the Auckland area by more than 200 percent.

“Behind the scenes, we work with the broadband retailers to fast-track the

handover and backhaul capacity upgrades they need to keep their services

congestion free.”

In November, Chorus celebrated a significant milestone with the completion of

the original Ultra-Fast Broadband (UFB1) fibre roll-out to 28 major towns and

cities across the country.

The completion of the UFB1 rollout, together with the suspension of non-

essential roll-out and connection activity during the first lockdown, saw a

substantial drop in overall capital expenditure from $804 million in FY19 to $663

million this year.

“At the end of the June there were 751,000 active fibre connections on our

network. In UFB1 areas uptake of fibre reached 63 percent, while in UFB2 areas

up take has already reached 37 percent.

“The UFB project was a textbook case study of how a public-private partnership

can combine the benefits of private sector disciplines with broader socio-

economic objectives,” said Mr Rousselot.

Looking ahead into FY21

While the impact of COVID-19 had a negative financial impact on Chorus’

EBITDA in FY20, it has accelerated some positive underlying trends that support

the business.

“We remain focused on connecting more New Zealanders to fibre,” said Mr

Rousselot.

“We’re continuing to lift our game as an active wholesaler and our latest

advertising campaign demonstrates this. It helps positions fibre as the ‘new

normal’ for internet connectivity by showing the everyday benefits of a rock-solid

connection to encourage late adopters to make the change.

“We’re seeing something of a fixed-line renaissance as consumers place even

greater value on the reliability and unlimited capacity of fibre relative to other

broadband technologies.

“The Minister for Broadcasting, Communications and Digital Media, Hon Kris

Faafoi, recently said that fibre represents the ‘gold standard’ for internet

connectivity. His view is backed up by independent testing from the Commerce

Page 3 of 4

Commission that shows fibre generally supports latency-sensitive applications,

like videoconferencing or gaming, better than other technologies.

Later this year Commerce Commission is expected to publish the final copper

withdrawal code.

“I would like to make it clear that we’re not going to switch off the copper

network overnight. There will be lengthy notice requirements that we’ll follow,

and we’ll take a careful, considered and consumer-centric approach.

“As we’ve said before, it will only be where fibre is already available, and on a

localised street-by-street basis.”

New connectivity offerings

Chorus continues to explore opportunities to grow revenues through new

products and services that offer improved connectivity options for its customers.

“We’re starting to see interest from local government organisations for ‘smart

location’ connectivity, like CCTV cameras, traffic lights and digital advertising

sites. Often these will be switching from existing copper or mobile connections,

taking advantage of fibre’s higher and more consistent bandwidth.

“We have also developed a service that makes it easier for retailers to expand

their fibre services nationwide and we’re planning the launch of a new peering

service in the first half of FY21 in conjunction with the New Zealand Internet

Exchange.

“The opportunities presented with the latest consumer and business Wi-Fi

standard, Wi-Fi 6, is interesting. Internationally this is considered a potential

alternative to 5G in enterprise and other private environments (like airports or

stadiums) where cost effective capacity and support for a large number of

devices is important.”


Evolving regulatory environment

In the next few months, the Commerce Commission will make its final decisions

on key aspects of the new regulatory regime for fibre.

These decisions present the Commission with an opportunity to ensure that

investors get a return that represents the risk they took to build a fibre network.

“The Commission can make these decisions in the knowledge that that end users

are well protected with the 100Mbps fibre service price capped as an ‘anchor’

service. There is great potential for a win-win here.

“Under the current proposed settings, investors will not get a return that reflects

the risk they took. Instead the Commission’s approach banks the success of the

build and, with the benefit of hindsight, effectively de-risks it.

Page 4 of 4

“If this occurs investors will not consider UFB a model for the successful

transformation of additional New Zealand infrastructure,” said Mr Rousselot.


Dividend

Chorus will pay a final dividend of 14 cents per share, fully imputed, on 12

October 2020 to all shareholders registered at 5pm on 15 September 2020 .

A dividend reinvestment plan will apply for the final dividend at a discount rate

of 2%. Applications to participate must be received by 5pm (NZ time) on 16

September 2020 .

FY21 guidance

− EBITDA: $640 - $660 million

− Capital expenditure: $630 - $670 million

− FY21 dividend: 25 cents per share, subject to no material adverse changes in

circumstances or outlook.


UFB2 programme guidance: updated from range of $505 - $565 million to a

new range of $548 - $568 million to reflect greater proportion of underground

build and extended footprint of ~1,000 premises.


ENDS

Chorus Chief Executive, JB Rousselot, and Chief Financial Officer, David Collins

will discuss the full year results from 10.00am, NZ time, at

www.chorus.co.nz/webcast



For further information:


Steve Pettigrew

Head of External Communications

Mobile: +64 27 258 6257

Email: steve.pettigrew@chorus.co.nz


Brett Jackson

Investor Relations Manager

Phone: +64 4 896 4039

Mobile: +64 (27) 488 7808

Email: brett.jackson@chorus.co.nz

---

FY20 FULL YEAR RESULT
24 August 2020

24 August 2020
Disclaimer

This presentation:

• Is provided for general information purposes and does not constitute investment advice or an offer of or invitation to purchase Chorus

securities.

• Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known

and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual resultsto

differ materially from those contained in this presentation.

• Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.

• Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX Main Board and ASX listing

rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.

• Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2020 and NZX and ASX

market releases.

• Includes non-GAAP financial measures such as "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and

therefore may not be comparable to similar financial information presented by other entities. They should not be used in substitution for,

or isolation of, Chorus' audited consolidated financial statements. We monitor EBITDA as a key performance indicator and we believe it

assists investors in assessing the performance of the core operations of our business.

• Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or

omissions.

• Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are

made as to the accuracy or completeness of such information.

FY20 FULL YEAR RESULT

2

Agenda
>FY20 overview, COVID-19 impact4-7

>UFB rollout and uptake8-12

>Financial results13-17

>Capex18-20

>FY21 guidance and UFB2 update21-22

>Capital management, FY21 dividend, debt23-28

>Regulatory update29-31

>COVID-19 and broadband trends 32-36

>Strategic focus37-47

Appendices

▪A: Connection and market trends48-49

▪B: Key RAB implementation parameters, Crown financing50-51

▪C: ESG overview 52

24 August 2020

JB Rousselot, CEO

David Collins, CFO

JB Rousselot, CEO

FY20 FULL YEAR RESULT

3

24 August 2020
FY20 overview

FY20 FULL YEAR RESULT

4

24 August 2020
Our network

passed its

biggest test

in FY20

COVID-19 proved the

value of fixed line

network capacity

FY20 FULL YEAR RESULT

5

24 August 2020
Our response to COVID-19

10,000 free

education

connections

Fees removed to

enable temporary

business

disconnections

$2 million relief

fund for retailer

bad debt

CPI increase

delayed by 3

months

Price reductions

on 1Gbps and

small business

plans

Ongoing

investment in

network capacity

Staff wellbeing

initiatives

e.g. Mentemiaapp

Focus on field

force worker

welfare

We implemented a range of initiatives to support community, industry and our people

$5 million support

to service

companies and

subcontractors

FY20 FULL YEAR RESULT

6

>Lockdown constrained fibre rollout and uptake
▪UFB2 rollout halted

▪restrictions on non-essential activity reduced fibre

installations by ~15k

▪reduced installations and managed migration activity saw Q4

fibre connection growth drop to 27k (Q3: 32k)

>Rollout and connection activity rebounded faster

than initially expected

▪July installations back at 16k

▪UFB2 rollout almost back to pre-COVID schedule

24 August 2020

COVID-19 had substantial impact on field activity

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

JulyAugSeptOctNovDecJanFebMarAprilMayJune

Fibre installations (NZ wide)

FY19FY20FY21

FY20 FULL YEAR RESULT

7

6.5
6.7

6.9

7.1

7.3

7.5

7.7

7.9

8.1

8.3

8.5

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

FY16FY17FY18FY19FY20

Fibre installations and customer

experience

Installations (LHS)

Customer satisfaction (RHS)

24 August 2020

Significant lift in customer experience in FY20

167k fibre installations (FY19:186k)

▪lifted customer satisfaction with installation

from 7.7 to 8.1 exceeding target of 7.9

▪customer satisfaction with technicians lifted

from 8.5 to 8.7

▪installation crews reduced from 670 to ~600

▪lead times flat at 8 days

▪work in progress reduced from 23k to 16k

▪managed migration installations increased

from 23k to 32k, activation rate ~50% within

6 months and ~60% within 12 months

524615

800

670

No. of crews:

600

FY20 FULL YEAR RESULT

8

UFB uptake reaches 60%; rollout 88% complete
>UFB uptake increased from 53% to 60% within

completed footprint

▪uptake in UFB1 areas grew from 54% to 63%

▪uptake in UFB2 areas grew from 23% to 37%

(note: uptake includes some UFB2 areas that have been partially built, but

not yet submitted for Crown sign-off)

>1,209,000customers able to connect (FY19: 1,108,000)

▪725,000 connections (FY19: 584,000) now within

completed footprint, including business premium

connections

▪931,000 premises passed* (FY19: 842,000) out of

1,054,000 target = UFB rollout 88% complete

*under the UFB contract, a multi-dwelling unit or single office block is one premises

Uptake

24 August 2020

0

10

20

30

40

50

60

70

80

90

FY12FY13FY14FY15FY16FY17FY18FY19FY20

Chorus UFB uptake by programme

UFB1UFB2UFB1 contractual uptake target (by 2020)

% uptake

(available

addresses)

FY20 FULL YEAR RESULT

9

141,000mass market fibre connections
added in FY20 (FY19: 166k)

▪1Gbps connections grew from 10% to 16%

of connections (58k to 115k)

▪100Mbps plans reduced from 71% to 69%

▪small business plans grew to 3k

0

10

20

30

40

50

60

70

80

90

100

Jun-19Sep-19Dec-19Mar-20Jun-20

% of

plans

Total mass market fibre uptake by plan type

50Mbps

100Mbps

1Gbps

24 August 2020

1Gbps plans grew 98% to 115k

200Mbps

$60 p.m.

$46 p.m.

$42.50 p.m.

$55 p.m.

Business/Education plans

-10

-5

0

5

10

15

20

25

30

50Mbps100Mbps200Mbps1Gbps

Fibre plan movement by quarter

Q1Q2Q3Q4

Change in

connections

(‘000s)

$56 p.m.

from 1 July

$43.56 p.m.

from 1 Oct

$47.15 p.m.

from 1 Oct

$56.38 p.m.

from 1 Oct

FY20 FULL YEAR RESULT

10

24 August 2020
Connection changes by Zone (indicative)

Chorus UFB

zone*

Rural(non-

UFB) zone

Local Fibre

Company

UFB zone

Total connections at

30 June**

1,097,000195,000108,000

Broadband connections980,000155,00071,000

Copper (no broadband)

connections

117,00040,00037,000

* Includes planned UFB1 and 2 coverage

**Excludes 15k fibre premium and data services (copper) connections

8

3

7

16

1

1

-4

-8

-7

-7

-5

-5

-8

-11

-1

-1

-2

-2

-2

-2

-2

-3

-15-5515

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Broadband connections

Copper (no broadband) connections

LFC

Zone

Rural

Zone

Chorus

UFB Zone

N/C

Change in connections (‘000s) by zone**

>Chorus UFB zone: 34kbroadband growth more than

offset copper voice disconnects of 29k. Fibre growth

constrained in Q4 by COVID-19 limitations on non-

essential work.

>Local Fibre Company (LFC) zone: Reduction of

about 35k lines through FY20, with slight slowdown

through lockdown period.

>Rural: VDSL and fibre connections continued to grow,

helping offset copper voice and ADSL reductions. Fibre

connections now 20k.

FY20 FULL YEAR RESULT

11

82
10

8

Auckland: Chorus broadband

connections by type (%)

FibreVDSL (copper)ADSL (copper)

Chorus broadband mix in planned UFB zone

24 August 2020

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

900,000

1,000,000

ADSLVDSLFibre

73% of Chorus broadband connections in

planned UFB zone are on fibre(FY19:61%)

No. of

connections

FY20 FULL YEAR RESULT

12

Financial performance
David Collins, Chief Financial Officer

24 August 2020

Income statement
24 August 2020

FY20

$m

FY19

$m

Operating revenue959970

Operating expenses(311)(334)

Earnings before interest, tax,

depreciation and amortisation (EBITDA)

648636

Depreciation and amortisation(402)(393)

Earnings before interest and income tax246243

Net finance expense(173)(165)

Net earnings before income tax7378

Income tax expense(21)(25)

Net earnings for the year5253

>Increasing with fibre asset; Crown funding offset

increased from $25m to $27m

>EUR300m bond issued in Dec 2019; average

interest rate on debt was 5.16%

>~$3m COVID-19 impact from industry hardship

fund ($2m) and migrations/connections

>~$9m COVID-19 impact across labour, other

network (sercos$5m) and provisioning lines

FY20 FULL YEAR RESULT

14

24 August 2020
FY20

$m

FY19

$m

Fibre broadband (GPON)393294

Fibre premium (P2P)7374

Copper based voice82106

Copper based broadband271344

Data services copper1618

Field Services6574

Value added network

services

2930

Infrastructure2424

Other66

Total959970

Copper revenues declining as customers migrate to Chorus fibre or

competing fibre/wireless networks

>Reduced demand largely due to COVID-19 restrictions on activity

>Growing fibre uptake and ARPU: June FY20 $48.42* vs June FY19:

$47.50

>Direct fibre and backhaul growth helping offset legacy churn

Revenue

>Commercial co-lo growth offsetting reduced copper unbundling demand

FY20 FULL YEAR RESULT

15

*FY20 ARPU adjusted to exclude COVID-19 related industry credits

>Included $5m COVID-19 sercosupport payments
24 August 2020

FY20

$m

FY19

$m

Labour 8074

Network maintenance6475

Other network costs2933

IT4750

Rent, rates and property

maintenance

2530

Regulatory levies716

Electricity1517

Provisioning56

Consultants97

Insurance33

Other2723

Total311334

>5% reduction in staff numbers, offset by COVID-19 impact on capitalisation

rates and annual leave costs, plus investment in regulatory capability

Expenses

>New platforms enabling lower IT maintenance and support costs

>Increase in external advice related to new regulatory framework

>Lower fault volumes due to favourable weather, fibre uptake and COVID-19

restrictions on activity

>Property maintenance activity reduced, partly COVID-19 related

>Reduction in annual Telecommunications Development Levy

>Lower electricity prices and consumption

FY20 FULL YEAR RESULT

16

>Increased marketing to support copper to fibre migration

▪reactive maintenance spend in H2 FY20 was affected by COVID-
19 with lower reported fault volumes

▪copper (fixed and variable) fault volumes reduced due to drought

conditions in upper North Island and the ongoing reduction in

total copper connections

▪fibre maintenance increasing as share of connections grows, but

fault rate is lower on fibre (although costlier to fix)

▪long run annual saving from full copper to fibre migration in

Chorus UFB areas estimated at ~$10m p.afor fixed fault costs

24 August 2020

Reactive maintenance: Chorus network

Key drivers for $58m spend

0

5

10

15

20

FibreCopper - fixedCopper -

variable

Reactive spend by type

H1 FY19H2 FY19H1 FY20H2 FY20

0

5

10

15

Chorus UFB Rural (Non UFB) LFC UFB

Copper -reactive spend by area

Note:

▪reactive maintenance excludesspend on proactive maintenance and

customer networks (i.e. premises wiring, no fault found, cancellations)

▪‘fixed’ faults: occur in parts of the network that affect multiple customers

(e.g. cable between exchange and cabinet)

▪‘variable’ faults: only affect one customer (e.g. cable on customer property)

$m

$m

FY20 FULL YEAR RESULT

17

24 August 2020
FY20 gross capex $663m vs $610m -$650m range

Faster than expected recovery from initial COVID-19 lockdown

FibrecapexFY20

$m

FY19

$m

UFB communal170245

Fibre connections & layer 2282308

Fibre products & systems1417

Other fibre connections & growth6265

Customer retention costs2029

Subtotal548664

>includes $145m UFB2 rollout (FY19: $105m)

▪Cost per UFB1 premises passed (CPPP): ~$1,558 vs $1,500 -$1,600 guidance (FY19: $1,573)

>greenfieldsspend of $42m

>incentive campaigns affected by COVID-19 restrictions

>167,000 installations (FY19: 186,000), including 27,000 UFB2

FY20 FULL YEAR RESULT

18

24 August 2020
Capex: Fibre connections & layer 2

Fibre connections & layer 2 capexFY20 spendFY19 spend

Layer 2$31m$25m

Premium business fibre connections$10m: 1,400 connections$8m: 1,200 connections

Single dwelling units and apartments connections$173m: 167,000 connections

(FY20 estimate: 160k-180k)

$198m: 186,000 connections

(FY19 estimate:175k -195k)

Backbonebuild: multi-dwelling units and rightsof way$68m: 11,000 completed

(FY20 estimate: 11,000)

$77m: 16,000completed

(FY19 estimate: 19,000)

TOTAL SPEND$282m$308m

▪Cost per UFB1 premises connected (CPPC): $1,022* vs $1,000 -$1,150 guidance (FY19: $1,025)

* excludes layer 2 and includes standard installations, some non-standard single dwellings and service desk costs

Connections capex of $282m vs FY20 guidance of $260m-$280m

FY20 FULL YEAR RESULT

19

24 August 2020
Capex: Copper and Common

CommoncapexFY20

$m

FY19

$m

Informationtechnology4334

Building& engineering services1722

Other03

Subtotal6059

CoppercapexFY20

$m

FY19

$m

Network sustain3144

Copperconnections12

Copper layer2712

Product01

Customer retention costs1622

Subtotal5581

▪network sustain:weather driven spend reduced;

proactive work realigned as customers shift to fibre.

▪copper layer 2: reduced following Rugby World Cup

capacity investment in FY19.

▪customer retention costs reducing as demand and

provisioning activity shifts to fibre.

▪IT spend to support integrated provisioning and assure

platforms for better customer outcomes.

▪planned building and engineering work delayed by

COVID-19 restrictions.

FY20 FULL YEAR RESULT

20

24 August 2020
FY21 guidance summary

>Fibre $530m-$560m

▪$275m-$295m fibre connections & layer 2

(based on mass market 145,000 –165,000 fibre

connections, 9,000 backbone builds and including

service desk costs)

▪$125m-$145m spend for UFB2 communal

▪includes ~$30m for West Coast fibre rollout in

FY21 (3-year project ~$50m, largely government

funded)

▪UFB1 CPPC $1,025 -$1,175*

▪UFB2 CPPC $1,200 -$1,350*

*excluding layer 2 and including standard installations and

some non-standard single dwellings and service desk costs

>Copper $35m-$55m

>Common $50m-$65m

FY20 FULL YEAR RESULT

21

Gross capex: $630m to $670m

EBITDA: $640m to $660m

▪subject to no material changes in expected

regulatory and competitive outlook

▪includes ~$10m allowance for ongoing COVID-19

impact and broader economic uncertainty

24 August 2020
UFB2 programme guidance update

With rollout now almost halfway complete we’re narrowing communal guidance

0

10000

20000

30000

40000

50000

60000

70000

80000

FY21FY22FY23

UFB2 rollout (premises)

>Updating communal guidance range from $505m to $565m

to a new range of $548m to $568m to reflect:

▪greater proportion of underground build than aerial in

rollout to date

▪extension of the UFB2 footprint to include ~1,000

additional premises

>Removing UFB2 CPPC programme guidance (in 2017 dollars

and with estimated backbone build) given now providing

annual guidance for single dwelling units in current dollars and

inclusion of backbone costs in fibre connection and layer 2

guidance

FY20 FULL YEAR RESULT

22

24 August 2020
▪supplementary dividend of 2.47 cps payable

to non-resident shareholders

▪record date: 15 September 2020

▪payment date: 12 October 2020

▪Dividend Reinvestment Plan applies with

2% discount to prevailing market price; open

to New Zealand and Australian resident

shareholders

14cps, fully imputed

FY20 final dividend FY21 dividend guidance

25cps, subject to no material adverse

changes in circumstances or outlook

FY20 FULL YEAR RESULT

23

24 August 2020
Transition to free cash flow based dividend policy

0

50

100

150

200

250

300

FY20FY21*FY22FY23

UFB capex demands reducing

Communal spend

Connection & layer 2 spend

$m

*based on midpoint of FY21 guidance

UFB2 rollout

ends Dec 2022

Illustrative only

>from FY22 we will transition to a dividend policy based on a

pay-out range of free cash flow

▪free cash flow will be defined as net cash flows from

operating activities minus sustaining capex

>dividend levels through the transition period will reflect the

following considerations:

•maintenance of a BBB credit rating

•UFB related capital expenditure remains elevated

initially, reducing as the UFB rollout winds down (ends

Dec 2022)

•fibreconnection spend tapers off gradually, subject to

ongoing demand and timing of copper migration in

selected areas

•copper capex is declining as connections reduce

FY20 FULL YEAR RESULT

24

24 August 2020
Defining sustaining capex

$186m of FY20 capex was sustaining

Fibrecapex: sustaining$m

Layer 231

Fibre products & systems14

Other fibre connections 20

Customer retention costs*7

Subtotal72

Coppercapex: sustaining$m

Network sustain31

Copperconnections1

Copper layer27

Customer retention costs*15

Subtotal54

Commoncapex: sustaining$m

Informationtechnology43

Building& engineering services17

Subtotal60

▪UFB communal $170m

▪Fibre connections $251m

▪Greenfield growth $42m

▪Customer retention$14m

▪Sub total$477m

▪FY20 Sustaining Capex$186m

>Sustaining capex is defined as total capex excluding:

▪UFB communal & future footprint expansion

▪Fibre connections & greenfield growth

▪Customer retention spend (incentives related)

>Exclusions within FY20 Capex of $663m were:

>Fibre sustaining capex is expected to increase over time as the

asset ages

FY20 FULL YEAR RESULT

25

*Relates to provisioning, systems and service desk costs

24 August 2020
FY22 capital allocation framework driven by shareholder value

Net cash flow from operating activities

Sustaining capital

expenditure

Dividend

distribution

Surplus

capital

>Transition from FY22 to dividend distribution based on pay-

out range of free cash flow to reflect:

•a focus on providing shareholders with dividend

predictability, stability and sustainable growth

•comparable Australasian infrastructure and utility-like

businesses that pay out the majority of FCF

•robust management of sustaining capital expenditure

•transition period based on completion of UFB2 communal by

December 2022 and ongoing tapering of connection capex

>Surplus capital after dividend to be allocated based on

maximising shareholder value, and guided by:

▪debt levels consistent with existing credit rating, noting potential

re-gearing from any relaxation of rating thresholds

▪discretionary capex will only be pursued where:

•greater shareholder value is created compared to share buy

backs and/or additional dividends; and

•regulatory incentives are appropriate (e.g. regulatory WACC

vs Chorus WACC)

Discretionary

capex *

Additional

dividends

Share buy

backs

FY20 FULL YEAR RESULT

26

* Examples include fibre footprint expansion, greenfield connections & customer retention spend

24 August 2020
Net debt/EBITDA

As at

30 June 2020

$m

Borrowings2,234

+ PV of CIP debt

securities (senior)

183

+ Net leases payable263

Sub total2,680

-Cash0

Total net debt2,680

Net debt/EBITDA*4.14 times

>S&PND/EBITDA threshold 4.25xon a sustained basis

>Moody’sintend to review 4.2xthreshold once there is

further clarity on regulatory framework and portion of

revenue regulated

>Financial covenants require senior debt ratio to be no

greater than 4.75 times

>The Board considers that a ‘BBB’ credit rating or

equivalent credit rating is appropriate for a company

such as Chorus.

*Based on S&P and bank covenant methodologies

FY20 FULL YEAR RESULT

27

>up to $1.33 billion CIP financing
available by 2023 (57:43 equity/debt)

>$1,067m drawn at 30 June 2020

>At 30 June, debt of $2,234m comprised:

▪Long term bank facilities of $550m ($30m drawn); $5m OD

▪NZ bond: $400m and $500m

▪Euro Medium Term Notes $1,299m (NZ$ equivalent at hedged rates)

NZ

$M

24 August 2020

400

500

785

514

85

86

128

163

20

39

46

0

100

200

300

400

500

600

700

800

CIP debt securities available

Face value of CIP debt securities issued

EUR EMTN

NZ Bond

GBP EMTN

Crown financing and debt profile

462462

143

161

105

U F B 1

E Q U I T Y

U F B 1 D E B TU F B 2 / 2 +

E Q U I T Y

U F B 2 / 2 +

D E B T

drawnundrawn

NZ

$M

FY20 FULL YEAR RESULT

28

Implementation Methodologies (IM) update
Recent IM process developments

24 August 2020

FY20 FULL YEAR RESULT

29

Chorus’ view

>Commerce Commission is nearing completion of

substantial and complex IM process

>Key IM elements under continued consideration

include:

▪Financial loss asset–proposed shift from a

building block approach to discounted cash

flow

▪pre-2022 WACC-proposed shift in annual

WACC calculation from using a diminishing

term of the risk free rate (to 2022), to use of a

fixed term of 5 years

▪Crown financing–reversal on draft decision

to recognise cost; now proposed as costless to

Chorus by deducting WACC from funded

assets; arbitrary cost allowance of 25bps from

2022 with possible amendments

>Final IMs should deliver outcomes that:

▪provide ongoing incentives for fibre companies to drive

fibre uptake and extend the socio-economic benefits of

gigabit broadband to more consumers

▪reflect the public-private partnership entered into with

government, including government policy statements

that price regulation should take “...into account the

start-up risks associated with the introduction of new

technology.”

>Aspects of the recent regulatory proposals run counter to

the true nature of the UFB partnership

▪the financial loss asset and pre-2022 WACC does not

address the start-up and ongoing risks faced by Chorus

▪Crown financing was not costless and the Commission’s

expert agrees Chorus bore residual risk

24 August 2020
Chorus’ commercial UFB reality

Commission’s implied debt and WACC doesn’t reflect Chorus’ actual cost

0

1

2

3

4

5

6

7

8

FY12FY13FY14FY15FY16FY17FY18FY19FY20

Chorus' actual cost of debt

Commission's implied vanilla WACC

Commisson's implied cost of debt

Unable to issue

new debt or

pay dividends

due to

regulatory

process

FY20 FULL YEAR RESULT

30

>Standard commercial infrastructure practice to

recognise build and financing risks at the start of a

project, not optimised with the benefit of hindsight

▪Crown Fibre Holdings (CFH) estimated 9% WACC

for fibre companies

▪CFH, NBN Co (Australia) and Ofcom (UK) have all

indicated higher asset betas for fibre rollouts

▪Ofcom has proposed a ~6% WACC for FTTH over

the period 2021-2026, compared to a 4.88%

WACC for Chorus in the Commission’s November

2019 draft decision

%

24 August 2020
FY20 FULL YEAR RESULT

31

Next regulatory steps

What we’re focused on....

>Final submission rounds on Input Methodologies

▪Cross submissions on updated draft determinations

(excluding financial losses)

3 September

▪Submissions on financial loss asset consultation

10 September

▪Cross submissions on financial loss asset consultation

1 October

▪Commencement of consultation on Price Quality and

Information Disclosure –expected Q3 2020

>Regulatory Period 1 Proposal

▪expect to submit in December 2020 subject to final Input

Methodologies

Fibre. It’s how we internet now.
JB Rousselot, Chief Executive Officer

24 August 2020

FY20 FULL YEAR RESULT

0
100

200

300

400

500

600

CopperAverageFibreCopperAverageFibreCopperAverageFibre

Monthly average data usage (combined

downstream and upstream)

DownstreamUpstream

February

24 August 2020

225

429

346

0

50

100

150

200

250

300

350

400

450

Dec-14

Mar-15

Jun-15

Sep-15

Dec-15

Mar-16

Jun-16

Sep-16

Dec-16

Mar-17

Jun-17

Sep-17

Dec-17

Mar-18

Jun-18

Sep-18

Dec-18

Mar-19

Jun-19

Sep-19

Dec-19

Mar-20

Jun-20

CopperFibreAverage

Data

usage

(GB)

Monthly average data usage

per connection on our network (downstream)

FY20 FULL YEAR RESULT

33

COVID-19 has cemented broadband’s utility role

April

July

24 August 2020
Video meetings create Godzilla effect

Upstream traffic spikes half hourly, consistent with meeting start times

FY20 FULL YEAR RESULT

34

24 August 2020
The shift to remote working

Reliable broadband becomes a necessity

FY20 FULL YEAR RESULT

35

85

74

56

54

53

48

40

31

16

13

8

7

2

Laptop or desktop PC

High-speed connectivity to internet

Computer monitors

Smartphone

Video conferencing

Wi-Fi router

Headset

Virtual network access

Dedicated camera

Wi-Fi expander/extender

VOIP

Tablet

Other

Which of the following workplace technologies do you consider as

‘must have’ when working from home or remotely in general?

% of respondents

Do you plan to upgrade your home broadband service?

24 August 2020
Fibre = the “gold standard” of broadband

0

10

20

30

40

50

60

70

80

Sep-19Dec-19Mar-20Jun-20

FibreFixed wireless

VDSLADSL

Source: Measuring Broadband New Zealand, Winter Report, August 2020

Source: Chorus consumer perception survey

>Commerce Commission report (May 2020) noted reliability of

fixed line services through lockdown vs fixed wireless

(average download speeds decreased by around 25% and

96% of latency tests were above 30ms)

>~70% of Chorus survey respondents

consistently rate fibre 8-10 (out of 10)

for internet satisfaction

FY20 FULL YEAR RESULT

36

Distribution of latency by technology (lower is better)

%

24 August 202037
Our strategic

focus in FY21

24 August 2020
FY20 FULL YEAR RESULT

38

1. Winning in our core fibre business

We’re lifting our connections intensity in FY21

~420,000

UFB1 + 2

addresses

already

passed, with

no ONT

installed

~80,000

UFB1 + 2

addresses

passed and

ONT already

installed

~80,000

UFB2

addresses

to pass in

FY21

25,000

greenfield

properties

under

contract

▪growth strongest in Auckland, good demand outside UFB zone

▪uptake continues to track at ~30% within 6 months of network build;

stronger in some UFB2 areas (e.g. Whatawhata80%)

▪~50% of fibre orders are now from intact addresses as our migration/incentive

programmes generate new uptake and consumers move premises

▪COVID-19 driving awareness of fibre reliability and capacity

▪new marketing and incentive campaigns launching

▪uplift in managed migration volumes

24 August 2020
Leveraging fibre uptake across a suite of retailers

35.1

19.4

13.5

7.2

7.1

17.6

Fibremarket share Q4 19

Source: IDC market data

FY20 FULL YEAR RESULT

39

38.7

24.4

12.7

6

5.4

12.9

Broadband connection market share

Q4 19

24 August 2020
>Migration and winbackincentives

▪upweighting retailer incentives based on customer segment, plan

and volumes (up to $300 for targeted copper ‘late adopters’; up to

$500 for winbackof offnet connections)

▪direct to consumer incentives (e.g. prezzycards)

>Managed migration programme

▪record month in July with 5,000+ installations, up from an average

of ~3,000 per month

▪proportion of installation orders for offnet customers increased

from 35% (July 2019) to 50% (June 2020)

▪targeted campaigns: UFB2 townships, MDUs

FY20 FULL YEAR RESULT

40

Fibre campaign: putting the focus on badnet

Lifting our open access wholesaler programme another level

1400
1500

1600

1700

1800

1900

2000

2100

Island Bay exchange

24 August 2020

Continued connection growth in legacy cable areas

2400

2500

2600

2700

2800

2900

3000

3100

3200

3300

3400

Sep-18Dec-18Mar-19Jun-19Sep-19Dec-19Mar-20Jun 20

Karori exchange

No. of

connections

No. of

connections

UFB rollout

UFB rollout

FY20 FULL YEAR RESULT

41

24 August 2020
FY20 FULL YEAR RESULT

42

>Enhancing our business services

▪plan to expand Hyperfibrefootprint beyond initial centres in H1 FY21

▪small businessfibre uptake doubled to 3k in H2; revised $52 pricing to drive uptake further

▪upgraded premium business serviceswith proactive fault response, reduced high bandwidth costs, ‘hot’

cutover of legacy fibre to GPON and other installation/provisioning incentives

>Growing our role as neutral network host

▪backhaul: continuing to connect rural cellsitesfor Rural Connectivity Group; new tail extension service to

facilitate nationwide UFB coverage for RSPs

▪edge centre: adding Tauranga site to meet customer demand

▪peering: planning to launch new service H1 FY21 to enhance interconnection between RSPs and cloud or

content providers

Boosting our business and network portfolio

24 August 2020
2. Grow new revenues

Smart locations (e.g. CCTV, traffic lights)

▪streamlined our processes to help realise market growth

opportunity

▪new 50Mbps symmetrical plan to support connectivity of urban

infrastructure (e.g. poles, traffic lights) $55 per month

Wi-Fi ONT service

▪co-developed service with retailers

▪launching with $1.30 monthly fee; providing upfront credits to

support retailers switching systems

▪will enhance customer experience with shorter connection time

for homes with fibre already installed

▪potential to broaden fibre market by lowering router costs to

connect customers on short term contracts

FY20 FULL YEAR RESULT

43

24 August 2020
3. Optimise non-fibre assets

Detailed review underway of existing network infrastructure

FY20 FULL YEAR RESULT

44

>Focus on reducing ongoing network costs

▪20 network sitesexitedin FY20 (e.g. New Plymouth site –LFC

zone; Whangarei Heads rural site)

▪reshaping proactive maintenance programme in UFB zone to

reflect shift to fibre

▪reviewing copper broadband network assets in UFB zone

o~20 copper broadband cabinets with no customers

o~30 cabinets with <10 customers

BEFORE

AFTER

24 August 2020
Copper withdrawal in UFB areas won’t happen overnight

>The Commerce Commission has proposed:

▪six months’ notice by Chorus to the end user and retailer

▪able to install fibre in a reasonable timeframe and at no

cost to the end user

▪providing end users with information about their

protections under the code

▪requirement that the Commission’s 111 Contact Code is

in force

0

10

20

30

40

50

60

70

80

90

100

Whitby

(Wgtn)

Wakatipu

(Qtown)

Kumeu

(Akld)

Forrest Hill

(Akld)

Devonport

(Akld)

Miramar

(Wgtn)

Fibre penetration -exchange area

Chorus broadband connectionsTotal Chorus lines

FY20 FULL YEAR RESULT

45

Draft copper withdrawal code

Fibre

penetration

(%)

24 August 2020
4. Develop long term future of the business

Reviewing our operating model, including flexible working

FY20 FULL YEAR RESULT

46

0

5

10

15

20

25

100% at

home

80% at

home

60% at

home

50% at

home

40% at

home

20% at

home

100% at

office

Employee preference for % of working

week at home vs office

% of

responses

24 August 2020
FY20 FULL YEAR RESULT

47

FY20 FULL YEAR RESULT
0

200000

400000

600000

800000

1000000

1200000

1400000

30-Jun-1930-Sep-1931-Dec-1931-Mar-20Jun-20

24 August 2020

30 June

2019

30 Sept

2019

31 Dec

2019

31 March

2019

30 June

2020

Unbundled copper

(no broadband)

24,00021,00018,00017,00015,000

Baseband copper

(no broadband)

214,000201,000192,000185,000179,000

Copper ADSL

(includes naked)

327,000304,000283,000261,000245,000

VDSL

(includes naked)

270,000257,000242,000228,000221,000

Fibre broadband

(GPON)

599,000645,000681,000713,000740,000

Data services

(copper)

5,0004,0004,0004,0004,000

Fibre premium

(P2P)

11,00012,00012,00011,00011,000

Total connections

1,450,0001,444,0001,432,0001,419,0001,415,000

Fibre (GPON)

VDSL

Copper ADSL

Unbundled copper

Baseband copper

>1,206,000 broadband connections comprises:

▪740,000 fibre (GPON) connections

▪466,000 VDSL/ADSL (copper) connections

Business premium

Note: Free education connections are excluded from this data

Appendix A: Connection and market trends

48

24 February 2020
-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014Q2 2014Q3 2014Q4 2014Q1 2015Q2 2015Q3 2015Q4 2015Q1 2016Q2 2016Q3 2016Q4 2016Q1 2017Q2 2017Q3 2017Q4 2017Q1 2018Q2 2018Q3 2018Q4 2018Q1 2019Q2 2019Q3 2019Q4 2019

Broadband uptake by retailer (all technology)

SparkVodafoneOrconVocus2degreesTrustpowerROM

Source: IDCSource: IDC

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014Q2 2014Q3 2014Q4 2014Q1 2015Q2 2015Q3 2015Q4 2015Q1 2016Q2 2016Q3 2016Q4 2016Q1 2017Q2 2017Q3 2017Q4 2017Q1 2018Q2 2018Q3 2018Q4 2018Q1 2019Q2 2019Q3 2019Q4 2019

NZ broadband market –by technology

Chorus xDSLChorus mass market fibreChorus premium fibre

Local fibre companies (UFB)Other fibre networksOther xDSL

Vodafone cableFixed (mobile) wirelessLegacy fixed wireless, satellite

AppendixA:Connectionandmarkettrends(continued)

49

FY20 FULL YEAR RESULT

24 August 2020
Appendix B: RAB parameters

ParametersSummary of key parameters indicated by Commission process to date

Crown financing

New proposal to not treat Crown financing as debt-like and instead apply a WACC to Crown-funded assets,

removing any return on capital pre-2022. A -25bps WACC adjustment would apply post 2022.

Taxation

Accepted that tax losses in pre-implementation period can be carried forward.

TAMRP

Tax-Adjusted Market Risk Premium updated from 7% to 7.5% (effective from end of IM process)

Credit rating

If the Commission continues to use BBB+ for WACC, then leverage should be higher at 34%. Chorus’ view

is our actual credit rating (BBB) is more appropriate.

WACC: 2011-2022

WACC for the unrecovered loss asset will be calculated annually, by ‘locking in’ the risk-free rate from the

year the capex was incurred until implementation, using 5-year term.

WACC: asset beta

Proposed a revised asset beta of 0.49, up from 0.46, for both pre and post 2022 periods. Commission says

difficult to quantify the pre-2022 asset beta and unrecovered losses compensate for higher systematic risk.

WACC: percentile

No uplift (above 50

th

percentile) is required to mitigate risk of under-investment. We believe uplift to 75

th

percentile should apply for initial rollout, consistent with regulatory practice at the time, and 67

th

percentile

from implementation date.

Ex-ante allowance

for asset stranding

10bps (of the average total RAB) ex-ante allowance proposed, from a range of 5 to 40bps, to be included

in the maximum allowable revenue. We believe an accurate allowance requires confirmation of the total

RAB and our experts showed it could be above 40bps.

Depreciation

Act requires straight line depreciation for initial RAB valuation, but Commission accepts non-standard

depreciation (i.e. tilted) could be considered post-implementation.

FY20 FULL YEAR RESULT

50

24 August 2020
Crown financing

FY20 FULL YEAR RESULT

51

▪CIP equity securities

•unique class of security with no right to vote at

shareholder meetings, but entitle the holder to a

right to repayment preference on liquidation

•an increasing portion of the securities will attract

dividend payments from 30 June 2025 onwards

•the dividend rate is based on 180 day NZ bank bill

rate, plus 6% p.a. margin

•may be redeemed at any time by cash payment of

total issue price or the issue of Chorus shares (at a

5% discount to the 20-day VWAP for Chorus

shares)

▪CIP debt securities

•unsecured, non-interest bearing and carry no voting

rights at shareholder meetings

•Chorus is required to redeem the securities in

tranches from 30 June 2025 to 2036 by repaying

the issue price to the holder

Debt

securities

maturity

profile

30 June

2025

30 June

2030

30 June

2033

30 June

2036TOTAL

UFB1 & 2$85.3m$104.7m$166.7m$210.2m$566.9m

Equity

securities

subject to

paying

dividends

(cumulative)

30 June

2025

30 June

2030

30 June

2033

30 June

2036TOTAL

UFB1 & 2$85.3m$197.1m$377.7m$766.4m$766.4m

24 August 2020
Appendix C: Making New Zealand better

We take a long term view of our network infrastructure investments and our people take pride in delivering an asset

for New Zealand’s ongoing social and economic betterment. Chorus is included in the Dow Jones Sustainability

Australia Index.

FY20 FULL YEAR RESULT

52

>Environment

▪Target of 80% reduction in scope 1 and 2 emissions, from our FY12 base year, by

2030. Achieved 37% reduction against target in FY20.

▪B rating from CDP for FY19 reporting.

▪Extensive waste minimisation: 195 tonnes of waste ducting and 37 tonnes metal

network components recycled in FY20.

>Social

▪FTTH estimated (2012) to contribute $32 billion in economic benefits to NZ over 20

years. Social benefits estimated (2017) at $2 billion annually.

▪Winner of Broadband World Forum’s Broadband delivering social impact award2018

for rural broadband rollout.

▪Employee engagement 8.5 out of ten in June 2020 (7.6 in FY19).

>Governance

▪Director gender ratio of 38% women, 62% men at 1 July 2020.

▪Target of 40:40:20 gender ratio achieved for Chorus’ people leader community in

FY20. Largest gender pay gap by career level is 4.1%. Objective to achieve 0%

gender career level pay gap.

▪New Minimum Shareholding Policy for directors.

▪Total Recordable Injury Frequency Rate decreased from 2.67 to 2.43 in FY20 with an

overall reduction in injuries requiring medical treatment.

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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