Key Information | Half Year Ended 30 September | |||||||||||||||||||
2006 | 2005 | |||||||||||||||||||
US$M | US$M | Movement | ||||||||||||||||||
Net Sales From Ordinary Activities |
826.9 | 736.0 | up | 12 | % | |||||||||||||||
Operating Profit After Tax Attributable
to Shareholders |
56.6 | 103.5 | down | 45 | % | |||||||||||||||
Operating Profit Attributable to Shareholders |
56.6 | 103.5 | down | 45 | % | |||||||||||||||
Net Tangible Assets per Ordinary Share |
US$ | 0.30 | US$ | 1.54 |
| A dividend of US5.0 cents per share/CUFS is payable to share/CUFS holders on 8 January 2007. A dividend of US 4.0 cents per share/CUFS was paid on 6 July 2006. | |
| Record Date is 15 December 2006 to determine entitlements to this dividend (ie, on the basis of proper instruments of transfer received by the Companys registrar, Computershare Investor Services Pty Ltd, Level 3, 60 Carrington Street, Sydney NSW 2000, Australia, by 5:00pm if securities are not CHESS approved, or security holding balances established by 5:00pm or such later time permitted by ASTC Operating Rules if securities are CHESS approved). | |
| This dividend and future dividends will be unfranked for Australian taxation purposes. | |
| This dividend is subject to Dutch withholding tax of 25%. Many Australian resident holders may reduce the withholding tax rate to 15% deduction if they are eligible and have completed and lodged a current special Form A before dividend record date with the Companys registrar, Computershare Investor Services Pty Ltd, Level 3, 60 Carrington Street, Sydney NSW 2000, Australia. Holders with 25% withholding tax may be eligible to reclaim a portion of the tax after payment date. For withholding tax information see: www.Jameshardie.com (select Investor Relations, then Shareholder services then Tax Information) or contact Computershare. | |
| The Australian currency equivalent amount of dividend to be paid to CUFS holders will be announced to the ASX on 6 December 2006. | |
| No dividend reinvestment plans are available for this dividend. | |
Movements in Controlled Entities during the half year ended 30 September 2006 | ||
The following entities were liquidated: RIS Irrigation (Portugal) SA (22 June 2006), Harflex Ltd (16 August 2006) | ||
Review | ||
The results and financial information included within this half year report have been prepared using USGAAP and have been subject to an independent review by external auditors. |
1. | Media Release | ||
2. | Managements Analysis of Results | ||
3. | Consolidated Financial Statements | ||
4. | Management Presentation |
James Hardie Industries N.V. is incorporated in The Netherlands with corporate seat in Amsterdam. The liability of members is limited The information contained in the above documents comprise the information required by ASX Listing Rule 4.2A and should be read in conjunction with the James Hardie 2006 Annual Report which can be found on the company website at www.jameshardie.com |
13 November 2006
|
Analyst and Media enquiries about results, please contact Steve Ashe on Tel: 61 2 8274 5246; Mob: 61 408 164 011 |
US$ Million | Q2 FY07 | Q2 FY06 | %+ (-) | HY FY07 | HY FY06 | %+ (-) | ||||||||||||||||||
Net sales |
$ | 411.4 | $ | 376.6 | 9 | $ | 826.9 | $ | 736.0 | 12 | ||||||||||||||
Gross profit |
155.2 | 137.3 | 13 | 312.9 | 282.6 | 11 | ||||||||||||||||||
SCI and other related expenses |
(3.2 | ) | (4.7 | ) | (32 | ) | (5.6 | ) | (9.9 | ) | (43 | ) | ||||||||||||
EBIT excluding adjustments to
asbestos provision |
88.2 | 76.4 | 15 | 184.3 | 163.3 | 13 | ||||||||||||||||||
Adjustments to asbestos provision |
(47.2 | ) | | | (74.4 | ) | | | ||||||||||||||||
EBIT |
41.0 | 76.4 | (46 | ) | 109.9 | 163.3 | (33 | ) | ||||||||||||||||
Net interest income (expense) |
1.0 | (1.0 | ) | | (1.0 | ) | (1.7 | ) | (41 | ) | ||||||||||||||
Income tax expense |
(20.9 | ) | (27.8 | ) | (25 | ) | (53.2 | ) | (58.1 | ) | (8 | ) | ||||||||||||
Net operating profit |
21.1 | 47.6 | (56 | ) | 56.6 | 103.5 | (45 | ) | ||||||||||||||||
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 2 |
US$ Million | Q2 FY07 | Q2 FY06 | % Change | HY FY07 | HY FY06 | % Change | ||||||||||||||||||
Net operating profit |
$ | 21.1 | $ | 47.6 | (56 | ) | $ | 56.6 | $ | 103.5 | (45 | ) | ||||||||||||
Adjustments to asbestos provision |
47.2 | | | 74.4 | | | ||||||||||||||||||
Net operating profit excluding adjustments
to asbestos provision |
68.3 | 47.6 | 43 | 131.0 | 103.5 | 27 | ||||||||||||||||||
SCI and other related expenses (net of tax) |
3.0 | 4.4 | (32 | ) | 5.2 | 9.3 | (44 | ) | ||||||||||||||||
Debt make-whole payment (net of tax) |
| | | 5.6 | | | ||||||||||||||||||
Tax provision write-back |
(7.4 | ) | | | (7.4 | ) | | | ||||||||||||||||
Net operating profit excluding adjustments
to asbestos provision, SCI and other
related expenses, make-whole payment and
tax provision write-back |
$ | 63.9 | $ | 52.0 | 23 | $ | 134.4 | $ | 112.8 | 19 | ||||||||||||||
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 3 |
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 4 |
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 5 |
A$ to US$ | ||||||||||||
A$ millions | rate | US$ millions | ||||||||||
At 31 March 2006 |
A$1,000.0 | 1.3975 to 1 | US$ | 715.6 | ||||||||
Effect of foreign exchange for the half year |
| 32.6 | ||||||||||
Other adjustments |
55.9 | 1.3365 to 1 | 41.8 | |||||||||
At 30 September 2006 |
A$1,055.9 | 1.3365 to 1 | US$ | 790.0 | ||||||||
At 30 June 2006 |
A$1,000.0 | 1.3463 to 1 | US$ | 742.8 | ||||||||
Effect of foreign exchange for the second quarter |
| 5.4 | ||||||||||
Other adjustments |
55.9 | 1.3365 to 1 | 41.8 | |||||||||
At 30 September 2006 |
A$1,055.9 | 1.3365 to 1 | US$ | 790.0 | ||||||||
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 6 |
1. | Includes: ABN Amro, Credit Suisse, Deutsche Bank, Goldman Sachs JB Were, Macquarie Research, Merill Lynch, UBS and JPMorgan |
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 7 |
Telephone:
|
61 2 8274 5246 | |
Mobile:
|
61 408 164 011 | |
Email:
|
[email protected] | |
Facsimile:
|
61 2 8274 5218 |
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 8 |
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
EBIT |
$ | 41.0 | $ | 76.4 | $ | 109.9 | $ | 163.3 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
EBIT excluding adjustments to asbestos provision |
88.2 | 76.4 | 184.3 | 163.3 | ||||||||||||
Net Sales |
$ | 411.4 | $ | 376.6 | $ | 826.9 | $ | 736.0 | ||||||||
EBIT margin excluding adjustments to asbestos
provision |
21.4 | % | 20.3 | % | 22.3 | % | 22.2 | % | ||||||||
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 9 |
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
EBIT |
$ | 41.0 | $ | 76.4 | $ | 109.9 | $ | 163.3 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
SCI and other related expenses |
3.2 | 4.7 | 5.6 | 9.9 | ||||||||||||
EBIT excluding adjustments to
asbestos provision and SCI and
other related expenses |
$ | 91.4 | $ | 81.1 | $ | 189.9 | $ | 173.2 | ||||||||
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
Net operating profit |
$ | 21.1 | $ | 47.6 | $ | 56.6 | $ | 103.5 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
Net operating profit excluding
adjustments to asbestos
provision |
$ | 68.3 | $ | 47.6 | $ | 131.0 | $ | 103.5 | ||||||||
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
Net operating profit |
$ | 21.1 | $ | 47.6 | $ | 56.6 | $ | 103.5 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
Tax provision write-back |
(7.4 | ) | | (7.4 | ) | | ||||||||||
Net operating profit excluding
adjustments to asbestos provision and tax
provision write-back |
$ | 60.9 | $ | 47.6 | $ | 123.6 | $ | 103.5 | ||||||||
Weighted average common shares outstanding
- - Diluted (millions) |
465.1 | 466.8 | 466.0 | 465.0 | ||||||||||||
Diluted earnings per share excluding
adjustments to asbestos provision and tax
provision write-back (US cents) |
13.1 | 10.2 | 26.5 | 22.3 | ||||||||||||
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 10 |
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
Operating profit before income taxes |
$ | 42.0 | $ | 75.4 | $ | 108.9 | $ | 161.6 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
Operating profit excluding adjustments to asbestos
provision before income taxes |
$ | 89.2 | $ | 75.4 | $ | 183.3 | $ | 161.6 | ||||||||
Income tax expense |
20.9 | 27.8 | 53.2 | 58.1 | ||||||||||||
Tax provision write-back |
7.4 | | 7.4 | | ||||||||||||
Income tax expense excluding tax provision write-back |
$ | 28.3 | $ | 27.8 | $ | 60.6 | $ | 58.1 | ||||||||
Effective tax rate excluding adjustments to asbestos
provision and tax provision write-back |
31.7 | % | 36.9 | % | 33.1 | % | 36.0 | % | ||||||||
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 11 |
§ | expectations that the conditions precedent to the Final Funding Agreement will be satisfied; |
§ | expectations about payments to a special purpose fund for the compensation of proven asbestos-related personal injury and death claims; |
§ | expectations concerning the Australian Tax Office amended assessment; |
§ | expectations that our credit facilities will be extended or renewed; |
§ | projections of our operating results or financial condition; |
§ | statements regarding our plans, objectives or goals, including those relating to competition, acquisitions, dispositions and our products; |
§ | statements about our future performance; and |
§ | statements about product or environmental liabilities. |
Media Release: James Hardie 2nd Quarter and Half Year FY07 | 12 |
Three Months and First Half Ended 30 September | |||||||||||||||||||||||||
US GAAP - US$ Millions | Q2 FY07 | Q2 FY06 | % Change | HY FY07 | HY FY06 | % Change | |||||||||||||||||||
Net Sales |
|||||||||||||||||||||||||
USA Fibre Cement |
$ | 339.0 | $ | 307.4 | 10 | $ | 687.9 | $ | 594.9 | 16 | |||||||||||||||
Asia Pacific Fibre Cement |
63.8 | 63.5 | | 123.0 | 125.2 | (2 | ) | ||||||||||||||||||
Other |
8.6 | 5.7 | 51 | 16.0 | 15.9 | 1 | |||||||||||||||||||
Total Net Sales |
$ | 411.4 | $ | 376.6 | 9 | $ | 826.9 | $ | 736.0 | 12 | |||||||||||||||
Cost of goods sold |
(256.2 | ) | (239.3 | ) | 7 | (514.0 | ) | (453.4 | ) | 13 | |||||||||||||||
Gross profit |
155.2 | 137.3 | 13 | 312.9 | 282.6 | 11 | |||||||||||||||||||
Selling, general & administrative expense |
(57.2 | ) | (49.7 | ) | 15 | (108.9 | ) | (95.2 | ) | 14 | |||||||||||||||
Research & development expense |
(6.6 | ) | (7.1 | ) | (7 | ) | (14.1 | ) | (13.4 | ) | 5 | ||||||||||||||
Special Commission of Inquiry (SCI) &
other related expenses |
(3.2 | ) | (4.7 | ) | (32 | ) | (5.6 | ) | (9.9 | ) | (43 | ) | |||||||||||||
Other operating income (expense) |
| 0.6 | | | (0.8 | ) | | ||||||||||||||||||
Adjustments to asbestos provision |
(47.2 | ) | | | (74.4 | ) | | | |||||||||||||||||
EBIT |
41.0 | 76.4 | (46 | ) | 109.9 | 163.3 | (33 | ) | |||||||||||||||||
Net interest income (expense) |
1.0 | (1.0 | ) | | (1.0 | ) | (1.7 | ) | (41 | ) | |||||||||||||||
Operating profit before income taxes |
42.0 | 75.4 | (44 | ) | 108.9 | 161.6 | (33 | ) | |||||||||||||||||
Income tax expense |
(20.9 | ) | (27.8 | ) | (25 | ) | (53.2 | ) | (58.1 | ) | (8 | ) | |||||||||||||
Operating Profit before cumulative effect
of change in accounting principle |
21.1 | 47.6 | (56 | ) | 55.7 | 103.5 | (46 | ) | |||||||||||||||||
Cumulative effect of change in accounting
principle for stock-based compensation,
net of income tax benefit of US$0.4
million |
| | | 0.9 | | | |||||||||||||||||||
Net Operating Profit |
$ | 21.1 | $ | 47.6 | (56 | ) | $ | 56.6 | $ | 103.5 | (45 | ) | |||||||||||||
Earnings per share diluted (US cents) |
4.5 | 10.2 | (56 | ) | 12.1 | 22.3 | (46 | ) | |||||||||||||||||
Tax rate |
49.8 | % | 36.9 | % | 48.9 | % | 36.0 | % | |||||||||||||||||
Volume (mmsf) |
|||||||||||||||||||||||||
USA Fibre Cement |
573.4 | 556.8 | 3 | 1,179.1 | 1,080.2 | 9 | |||||||||||||||||||
Asia Pacific Fibre Cement |
100.7 | 93.7 | 7 | 192.5 | 185.7 | 4 | |||||||||||||||||||
Average net sales price per unit (per msf) |
|||||||||||||||||||||||||
USA Fibre Cement |
US$ | 591 | US$ | 552 | 7 | US$ | 583 | US$ | 551 | 6 | |||||||||||||||
Asia Pacific Fibre Cement |
A$ | 837 | A$ | 891 | (6 | ) | A$ | 849 | A$ | 882 | (4 | ) | |||||||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 |
2 |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 |
3 |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 |
4 |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 |
5 |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07
|
6 |
A$ to US$ | |||||||||||||||
A$ millions | rate | US$ millions | |||||||||||||
At 31 March 2006 |
A$1,000.0 | 1.3975 to 1 | US$ | 715.6 | |||||||||||
Effect of foreign exchange for the half year |
| 32.6 | |||||||||||||
Other adjustments |
55.9 | 1.3365 to 1 | 41.8 | ||||||||||||
At 30 September 2006 |
A$1,055.9 | 1.3365 to 1 | US$ | 790.0 | |||||||||||
At 30 June 2006 |
A$1,000.0 | 1.3463 to 1 | US$ | 742.8 | |||||||||||
Effect of foreign exchange for the second quarter |
| 5.4 | |||||||||||||
Other adjustments |
55.9 | 1.3365 to 1 | 41.8 | ||||||||||||
At 30 September 2006 |
A$1,055.9 | 1.3365 to 1 | US$ | 790.0 | |||||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07
|
7 |
Three Months and First Half Ended 30 September | |||||||||||||||||||||||||
Q2 FY07 | Q2 FY06 | % Change | HY FY07 | HY FY06 | % Change | ||||||||||||||||||||
USA Fibre Cement |
$ | 97.8 | $ | 86.1 | 14 | $ | 201.1 | $ | 180.2 | 12 | |||||||||||||||
Asia Pacific Fibre Cement |
11.5 | 12.0 | (4 | ) | 21.8 | 24.4 | (11 | ) | |||||||||||||||||
Research & Development |
(4.1 | ) | (4.0 | ) | 3 | (8.7 | ) | (7.2 | ) | 21 | |||||||||||||||
Other |
(1.5 | ) | (2.6 | ) | (42 | ) | (4.2 | ) | (6.1 | ) | (31 | ) | |||||||||||||
General Corporate |
(15.5 | ) | (15.1 | ) | 3 | (25.7 | ) | (28.0 | ) | (8 | ) | ||||||||||||||
Adjustments to asbestos provision |
(47.2 | ) | | | (74.4 | ) | | | |||||||||||||||||
EBIT |
41.0 | 76.4 | (46 | ) | 109.9 | 163.3 | (33 | ) | |||||||||||||||||
Excluding: |
|||||||||||||||||||||||||
Asbestos provision |
47.2 | | | 74.4 | | | |||||||||||||||||||
SCI and other related expenses |
3.2 | 4.7 | (32 | ) | 5.6 | 9.9 | (43 | ) | |||||||||||||||||
EBIT excluding asbestos
provision, and SCI and other
related expenses |
$ | 91.4 | $ | 81.1 | 13 | $ | 189.9 | $ | 173.2 | 10 | |||||||||||||||
Net sales |
$ | 411.4 | $ | 376.6 | 9 | $ | 826.9 | $ | 736.0 | 12 | |||||||||||||||
EBIT margin excluding
adjustments to asbestos
provision and SCI and other
related expenses |
22.2 | % | 21.5 | % | 23.0 | % | 23.5 | % | |||||||||||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07
|
8 |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 |
9 |
Three Months and First Half Ended 30 September | |||||||||||||||||||||||||
Q2 FY07 | Q2 FY06 | % Change | HY FY07 | HY FY06 | % Change | ||||||||||||||||||||
Net operating profit |
$ | 21.1 | $ | 47.6 | (56 | ) | $ | 56.6 | $ | 103.5 | (45 | ) | |||||||||||||
Excluding: |
|||||||||||||||||||||||||
Adjustments to asbestos provision |
47.2 | | | 74.4 | | | |||||||||||||||||||
SCI and other related expenses (net of tax) |
3.0 | 4.4 | (32 | ) | 5.2 | 9.3 | (44 | ) | |||||||||||||||||
Make-whole payment (net of tax) |
| | | 5.6 | | | |||||||||||||||||||
Tax provision write-back |
(7.4 | ) | | | (7.4 | ) | | | |||||||||||||||||
Net operating profit excluding adjustments
to asbestos provision, SCI and other
related expenses, make-whole payment and
tax provision write-back |
$ | 63.9 | $ | 52.0 | 23 | $ | 134.4 | $ | 112.8 | 19 | |||||||||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 |
10 |
At 30 September 2006 | ||||||||||||
Description | Effective Interest Rate | Total Facility | Principal Drawn | |||||||||
(US$ millions) |
||||||||||||
US$364-day
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
December 2007 |
5.78 | % | $ | 55.0 | $ | 25.0 | ||||||
US$364-day
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until June
2007 |
5.78 | % | 55.0 | 45.0 | ||||||||
US$ term
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until March
2007 |
5.90 | % | 135.0 | | ||||||||
US$ term
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
December 2006 |
5.90 | % | 110.0 | 65.0 | ||||||||
Total |
$ | 355.0 | $ | 135.0 | ||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 |
11 |
| the establishment of the SPF to compensate Australian asbestos-related personal injury claimants with proven claims against the former James Hardie Group subsidiaries (Amaca Pty Ltd, Amaba Pty Ltd or ABN 60 Pty Ltd); | |
| initial funding of the SPF by James Hardie calculated at that time at approximately A$154 million; | |
| a two-year rolling cash buffer in the SPF and, subject to the cap described below, an annual contribution in advance to top up those funds to equal the actuarially calculated estimate of expected Australian asbestos-related personal injury claims against the former James Hardie Group subsidiaries for the following three years, to be revised annually; | |
| a cap on the annual James Hardie payments to the SPF in all years, except the first year, initially set at 35% of James Hardies free cash flow (defined as cash from operations in accordance with US accounting standards in force at the date of the FFA) for the immediately preceding financial year, with provisions for the percentage to decline over time, depending on James Hardies financial performance (and therefore the contributions already made to the SPF) and the claims outlook; | |
| an initial term of approximately 40 years; | |
| no cap on individual payments to proven claimants; and |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 12 |
| special compensation arrangements for members of the Baryulgil community for asbestos-related claims arising from the activities of Marlew Mining Pty Ltd. |
Telephone:
|
61 2 8274 5246 | |
Mobile:
|
61 408 164 011 | |
Email:
|
[email protected] | |
Facsimile:
|
61 2 8274 5218 |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 13 |
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
EBIT |
$ | 41.0 | $ | 76.4 | $ | 109.9 | $ | 163.3 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
EBIT excluding adjustments to asbestos provision |
88.2 | 76.4 | 184.3 | 163.3 | ||||||||||||
Net Sales |
$ | 411.4 | $ | 376.6 | $ | 826.9 | $ | 736.0 | ||||||||
EBIT margin excluding adjustments to asbestos
provision |
21.4 | % | 20.3 | % | 22.3 | % | 22.2 | % | ||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 14 |
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
EBIT |
$ | 41.0 | $ | 76.4 | $ | 109.9 | $ | 163.3 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
SCI and other related expenses |
3.2 | 4.7 | 5.6 | 9.9 | ||||||||||||
EBIT excluding adjustments to
asbestos provision and SCI and
other related expenses |
$ | 91.4 | $ | 81.1 | $ | 189.9 | $ | 173.2 | ||||||||
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
Net operating profit |
$ | 21.1 | $ | 47.6 | $ | 56.6 | $ | 103.5 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
Net operating profit excluding
adjustments to asbestos
provision |
$ | 68.3 | $ | 47.6 | $ | 131.0 | $ | 103.5 | ||||||||
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
Net operating profit |
$ | 21.1 | $ | 47.6 | $ | 56.6 | $ | 103.5 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
Tax provision write-back |
(7.4 | ) | | (7.4 | ) | | ||||||||||
Net operating profit excluding
adjustments to asbestos provision and tax
provision write-back |
$ | 60.9 | $ | 47.6 | $ | 123.6 | $ | 103.5 | ||||||||
Weighted average common shares outstanding
- - Diluted (millions) |
465.1 | 466.8 | 466.0 | 465.0 | ||||||||||||
Diluted earnings per share excluding
adjustments to asbestos provision and tax
provision write-back (US cents) |
13.1 | 10.2 | 26.5 | 22.3 | ||||||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 15 |
Q2 | Q2 | HY | HY | |||||||||||||
US$ Million | FY07 | FY06 | FY07 | FY06 | ||||||||||||
Operating profit before income taxes |
$ | 42.0 | $ | 75.4 | $ | 108.9 | $ | 161.6 | ||||||||
Adjustments to asbestos provision |
47.2 | | 74.4 | | ||||||||||||
Operating profit excluding adjustments to asbestos
provision before income taxes |
$ | 89.2 | $ | 75.4 | $ | 183.3 | $ | 161.6 | ||||||||
Income tax expense |
20.9 | 27.8 | 53.2 | 58.1 | ||||||||||||
Tax provision write-back |
7.4 | | 7.4 | | ||||||||||||
Income tax expense excluding tax provision write-back |
$ | 28.3 | $ | 27.8 | $ | 60.6 | $ | 58.1 | ||||||||
Effective tax rate excluding adjustments to asbestos
provision and tax provision write-back |
31.7 | % | 36.9 | % | 33.1 | % | 36.0 | % | ||||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 16 |
Total Fibre | ||||||||||||
Cement | ||||||||||||
Operations | ||||||||||||
- excluding | ||||||||||||
effect of | Asbestos | |||||||||||
US$ Million | asbestos | Provision | As Reported | |||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 47.3 | $ | | $ | 47.3 | ||||||
Restricted cash |
5.0 | 5.0 | ||||||||||
Accounts and notes receivable, net of
allowance for doubtful accounts of $1.5
million |
157.6 | | 157.6 | |||||||||
Inventories |
142.2 | | 142.2 | |||||||||
Prepaid expenses and other current assets |
49.3 | | 49.3 | |||||||||
Deferred income taxes |
24.8 | | 24.8 | |||||||||
Total current assets |
426.2 | | 426.2 | |||||||||
Property, plant and equipment, net |
816.1 | | 816.1 | |||||||||
Deferred income taxes |
5.3 | | 5.3 | |||||||||
Deposit with Australian Taxation Office |
141.4 | 141.4 | ||||||||||
Other assets |
7.3 | | 7.3 | |||||||||
Total assets |
$ | 1,396.3 | $ | | $ | 1,396.3 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable and accrued liabilities |
$ | 116.5 | $ | | $ | 116.5 | ||||||
Short-term debt |
135.0 | | 135.0 | |||||||||
Accrued payroll and employee benefits |
38.5 | | 38.5 | |||||||||
Accrued product warranties |
8.1 | | 8.1 | |||||||||
Income taxes payable |
16.4 | | 16.4 | |||||||||
Other liabilities |
3.1 | | 3.1 | |||||||||
Total current liabilities |
317.6 | | 317.6 | |||||||||
Deferred income taxes |
91.6 | | 91.6 | |||||||||
Accrued product warranties |
7.3 | | 7.3 | |||||||||
Asbestos provision |
| 790.0 | 790.0 | |||||||||
Other liabilities |
49.1 | | 49.1 | |||||||||
Total liabilities |
465.6 | 790.0 | 1,255.6 | |||||||||
Commitments and contingencies |
||||||||||||
Shareholders equity |
||||||||||||
Common stock, Euro 0.59 par value, 2.0
billion shares authorised; 463,735,445 shares
issued and outstanding |
253.2 | | 253.2 | |||||||||
Additional paid-in capital |
161.8 | | 161.8 | |||||||||
Retained earnings (deficit) |
539.6 | (790.0 | ) | (250.4 | ) | |||||||
Employee loans |
(0.3 | ) | | (0.3 | ) | |||||||
Accumulated other comprehensive loss |
(23.6 | ) | | (23.6 | ) | |||||||
Total shareholders equity |
930.7 | (790.0 | ) | 140.7 | ||||||||
Total liabilities and shareholders
equity |
$ | 1,396.3 | $ | | $ | 1,396.3 | ||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 17 |
Total Fibre | ||||||||||||
Cement | ||||||||||||
Operations | ||||||||||||
- excluding | ||||||||||||
effect of | Asbestos | |||||||||||
US$ Million | asbestos | Provision | As Reported | |||||||||
Net Sales |
||||||||||||
USA Fibre Cement |
$ | 687.9 | $ | | $ | 687.9 | ||||||
Asia Pacific Fibre Cement |
123.0 | | 123.0 | |||||||||
Other |
16.0 | | 16.0 | |||||||||
Total Net Sales |
826.9 | | 826.9 | |||||||||
Cost of goods sold |
(514.0 | ) | | (514.0 | ) | |||||||
Gross profit |
312.9 | | 312.9 | |||||||||
Selling, general and administrative expenses |
(108.9 | ) | | (108.9 | ) | |||||||
Research and development expenses |
(14.1 | ) | | (14.1 | ) | |||||||
SCI and other related expenses |
(5.6 | ) | | (5.6 | ) | |||||||
Adjustments to asbestos provision |
| (74.4 | ) | (74.4 | ) | |||||||
EBIT |
184.3 | (74.4 | ) | 109.9 | ||||||||
Net interest expense |
(1.0 | ) | | (1.0 | ) | |||||||
Operating profit before income taxes |
183.3 | (74.4 | ) | 108.9 | ||||||||
Income tax expense |
(53.2 | ) | | (53.2 | ) | |||||||
Operating Profit Before Cumulative Effect of Change in
Accounting Principle |
130.1 | (74.4 | ) | 55.7 | ||||||||
Cumulative effect of change in accounting principle for stock-
based compensation (net of $0.4 million tax) |
0.9 | | 0.9 | |||||||||
Net Operating Profit |
$ | 131.0 | $ | (74.4 | ) | $ | 56.6 | |||||
Effective Tax Rate |
29.0 | % | | 48.9 | % | |||||||
Volume (mmsf) |
||||||||||||
USA Fibre Cement |
1,179.1 | | 1,179.1 | |||||||||
Asia Pacific Fibre Cement |
192.5 | | 192.5 | |||||||||
Average net sales price per unit (per msf) |
| |||||||||||
USA Fibre Cement |
US$ | 583 | | US$ | 583 | |||||||
Asia Pacific Fibre Cement |
A$ | 849 | | A$ | 849 |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 18 |
Total Fibre | ||||||||||||
Cement | ||||||||||||
Operations | ||||||||||||
- excluding | ||||||||||||
effect of | Asbestos | |||||||||||
US $ Million | asbestos | Provision | As Reported | |||||||||
Cash Flows From Operating Activities |
||||||||||||
Net income (loss) |
$ | 131.0 | $ | (74.4 | ) | $ | 56.6 | |||||
Adjustments to reconcile net income (loss) to net cash used in
operating activities: |
||||||||||||
Depreciation and amortisation |
24.2 | | 24.2 | |||||||||
Deferred income taxes |
17.4 | | 17.4 | |||||||||
Prepaid pension cost |
1.5 | | 1.5 | |||||||||
Stock-based compensation |
1.4 | | 1.4 | |||||||||
Asbestos provision |
| 74.4 | 74.4 | |||||||||
Cumulative effect of change in accounting principle |
(0.9 | ) | | (0.9 | ) | |||||||
Deposit with Australian Taxation Office |
(141.4 | ) | (141.4 | ) | ||||||||
Changes in operating assets and liabilities: |
||||||||||||
Restricted cash |
(5.0 | ) | | (5.0 | ) | |||||||
Accounts and notes receivable |
(1.9 | ) | | (1.9 | ) | |||||||
Inventories |
(16.8 | ) | | (16.8 | ) | |||||||
Prepaid expenses and other current assets |
(16.6 | ) | | (16.6 | ) | |||||||
Accounts payable and accrued liabilities |
(1.9 | ) | | (1.9 | ) | |||||||
Other accrued liabilities and other liabilities |
(13.3 | ) | | (13.3 | ) | |||||||
Net cash used in operating activities |
(22.3 | ) | | (22.3 | ) | |||||||
Cash Flows From Investing Activities |
||||||||||||
Purchases of property, plant and equipment |
(61.4 | ) | | (61.4 | ) | |||||||
Net cash used in investing activities |
(61.4 | ) | | (61.4 | ) | |||||||
Cash Flows From Financing Activities |
||||||||||||
Repayments of long-term debt |
(121.7 | ) | | (121.7 | ) | |||||||
Repayments of short-term debt |
(46.0 | ) | | (46.0 | ) | |||||||
Proceeds from issuance of shares |
1.5 | | 1.5 | |||||||||
Winfall income tax benefit from stock option expense |
0.1 | | 0.1 | |||||||||
Dividends paid |
(18.7 | ) | | (18.7 | ) | |||||||
Collections of loans receivable |
0.1 | 0.1 | ||||||||||
Net cash used in financing activities |
(184.7 | ) | | (184.7 | ) | |||||||
Effects of exchange rate changes on cash |
0.6 | | 0.6 | |||||||||
Net decrease in cash and cash equivalents |
(267.8 | ) | | (267.8 | ) | |||||||
Cash and cash equivalents at beginning of period |
315.1 | | 315.1 | |||||||||
Cash and cash equivalents at end of period |
$ | 47.3 | $ | | $ | 47.3 | ||||||
Components of Cash and Cash Equivalents |
||||||||||||
Cash at bank and on hand |
$ | 27.0 | $ | | $ | 27.0 | ||||||
Short-term deposits |
20.3 | | 20.3 | |||||||||
Cash and cash equivalents at end of period |
$ | 47.3 | $ | | $ | 47.3 | ||||||
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 19 |
§ | expectations that the conditions precedent to the Final Funding Agreement will be satisfied; |
§ | expectations about payments to a special purpose fund for the compensation of proven asbestos-related personal injury and death claims; |
§ | expectations concerning the Australian Tax Office amended assessment; |
§ | expectations that our credit facilities will be extended or renewed; |
§ | projections of our operating results or financial condition; |
§ | statements regarding our plans, objectives or goals, including those relating to competition, acquisitions, dispositions and our products; |
§ | statements about our future performance; and |
§ | statements about product or environmental liabilities. |
Managements Analysis of Results: James Hardie 2nd Quarter and Half Year FY07 | 20 |
FY07 2nd Quarter and Half Year Results 13 November 2006 In this Management Presentation, James Hardie may present financial measures, sales volume terms, financial ratios, and Non-US GAAP financial measures included in the Definitions section of this document on pages 58 and 59. The company presents financial measures that it believes are customarily used by its Australian investors. Specifically, these financial measures include "EBIT", "EBIT margin", "Operating profit" and "Net operating profit". The company may also present other terms for measuring its sales volumes ("million square feet (mmsf)" and "thousand square feet (msf)"); financial ratios ("Gearing ratio", "Net interest expense cover", "Net interest paid cover", "Net debt payback", "Net debt/cash"); and Non-US GAAP financial measures ("EBIT" and "EBIT margin excluding adjustments to asbestos provision", "EBIT and EBIT margin excluding adjustments to asbestos provision, and SCI and other related expenses", "Net operating profit excluding adjustments to asbestos provision", "Net operating profit excluding adjustments to asbestos provision, SCI and other related expenses and make-whole payment", "Effective tax rate excluding adjustments to asbestos provision and tax provision write-back", "Diluted earnings per share excluding adjustments to asbestos provision and tax provision write-back" and "EBITDA"). Unless otherwise stated, results are for the 2nd quarter and 1st half of the current fiscal year versus the 2nd quarter and 1st half of the prior fiscal year. |
Overview and Operating Review - Louis Gries, CEO Financial Review - Russell Chenu, CFO Voluntary asbestos-related compensation funding proposal - Russell Chenu, CFO Questions and Answers Agenda |
Overview Results significantly affected by adjustments to asbestos provision Q2 charge - US$47.2m Half year charge - US$74.4m 2nd quarter net operating profit down 56% to US$21.1m and half year net operating profit down 45% to US$56.6m Strong net operating profit for quarter and half year (excluding adjustments to asbestos provision) despite softer market conditions in major businesses 2nd quarter up 43% to US$68.3m Half year up 27% to US$131.0m |
Overview - continued Results also include a tax provision write-back, SCI and other related expenses and make-whole payment (half year only). Excluding these and adjustments to asbestos provision: 2nd quarter net operating profit up 23% to US$63.9m Half year net operating profit up 19% to US$134.4m Interim dividend of US5 cents announced Favourable tax rulings received for amended proposed long-term voluntary asbestos compensation funding arrangement - now moving to finalise amended Final Funding Agreement (FFA) with NSW Government Hopeful of February 2007 shareholder meeting to approve compensation funding proposal |
Overview - continued 2nd Quarter and Half Year FY07 Q2'07 % HY'06 % Net Sales up 9 up 12 Gross Profit up 13 up 11 EBIT down 46 down 33 Net Operating Profit down 56 down 45 Note: results include adjustments to asbestos provision, tax provision write-back, SCI and other related expenses and debt make-whole payment. |
Highlights USA Fibre Cement - good top-line and bottom line growth in much softer housing market Asia Pacific Fibre Cement Australia and New Zealand - volume growth in softer market, but EBIT affected by lower prices Philippines - remained EBIT positive USA Hardie Pipe - EBIT positive for quarter and half year Interim dividend of US5 cents declared - payable 8 January 2007 |
Operating Review Louis Gries, CEO |
USA Fibre Cement |
2nd Quarter Result - Good Sales Growth Net Sales up 10% to US$339.0 million Sales Volume up 3% to 573.4 mmsf Average Price up 7% to US$591 per msf EBIT up 14% to US$97.8 million EBIT Margin up 0.8 pt to 28.8% USA Fibre Cement |
USA Fibre Cement New housing construction weakened further in 2nd quarter Lower builder confidence Affordability affecting demand (although interest rates still low) Supply greater than demand Builders drawing on existing inventories Regional variances in demand Repair and remodelling activity healthy during 2nd quarter |
USA Fibre Cement Key Points Demand overall affected by impact of much softer housing construction market Continued to outperform new construction market due to further penetration against alternative materials (mainly wood and vinyl) ColorPlus(r) sales up significantly as proportion of total sales Strong growth in sales of interior products Higher average sales price Attractive margins maintained despite higher costs Pulp up 21% v Q2 FY06 |
USA Fibre Cement New housing slow-down Regional variances but no significant advantages or disadvantages for business overall Business has maintained spending on growth initiatives Focus on manufacturing efficiencies and other cost savings |
USA Fibre Cement Outlook Further softening in demand for new housing expected Repair and remodelling activity level expected to remain ahead of new housing construction Volume growth to be affected further in Q3 Continued out-performance of market overall Input costs to remain high in short-term |
USA Fibre Cement Top Line Growth 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2,200 2,400 2,600 2,800 3,000 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 Q2FY07 Volume (mmsf) / Starts (000's Units) $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 $1,100 $1,200 $1,300 Revenue (USDM) JH Volume JH Revenue Housing Starts |
USA Fibre Cement Average Selling Price US$ per MSF |
USA Fibre Cement *Excludes restructuring and other operating expenses of US$12.6 million in Q3'FY02 EBIT and EBIT Margin* 0 20 40 60 80 100 120 FY01 FY02 FY03 FY04 Q1 FY05 Q1 FY06 Q2 FY07 EBIT US$M 0 5 10 15 20 25 30 35 EBIT MARGIN % EBIT EBIT/Sales |
USA Fibre Cement Strategy Aggressively grow demand for our products in targeted markets Grow our overall market position while defending our share in existing market segments Offer products with superior value to that of our competitors, introducing differentiated products to reduce direct price competition |
USA Fibre Cement Organisational change Transitioning established and emerging market structure into three operating divisions: Northern Division Southern Division Western Division All divisions continue to be managed by a general manager with sales, marketing and manufacturing responsibilities Change designed to improve capability for maximising growth opportunities |
Senior Leadership Team Louis Gries Chief Executive Officer Robert Russell VP Engineering Mark Fisher VP Research and Development Russell Chenu Chief Financial Officer Benjamin Butterfield General Counsel Peter Baker EVP Australia Steve Ashe VP Investor Relations Grant Gustafson VP Interiors and Business Development Australian Based Nigel Rigby VP/General Manager Northern Division VP/General Manager Southern Division Gigi Myung VP/General Manager Western Division Cathy Wallace VP Human Resources Jamie Chilcoff VP International Business |
Asia Pacific Fibre Cement |
Asia Pacific Fibre Cement 2nd Quarter Result Net Sales flat at US$63.8 million Sales Volume up 7% to 100.7 mmsf EBIT down 4% to US$11.5 million EBIT Margin down 0.9 pt to 18.0% |
Strategy Grow primary demand for our products Vigorously protect and grow category share in existing market segments Leverage our superior technology to offer differentiated products and systems with superior value to those of competitors Asia Pacific Fibre Cement |
Asia Pacific Fibre Cement Key Points Weaker new housing and renovations markets in Australia and New Zealand; Philippines remained weak Q2 sales volumes up 4% in ANZ Increasing proportion of value-added, differentiated products in ANZ sales mix Commenced launch of Scyon(tm) range of premium products ANZ EBIT down slightly - lower prices and increased manufacturing costs, EBIT margin 19.5% Philippines remained EBIT positive |
Asia Pacific Fibre Cement Outlook Australia and New Zealand No near-term improvement in new housing and renovations activity Market initiatives to help grow primary demand Prices for core products to remain under pressure Manufacturing and cost efficiencies Philippines No significant change to market conditions in short term, but small improvement in net sales expected due to market penetration |
Other USA Hardie Pipe Increased net sales - both volume and price up Focus on building volumes in core markets and expanding into other strategic markets EBIT positive for quarter and half year Europe Fibre Cement Sales of siding and backerboard growing steadily |
Overall Outlook for Operations USA Fibre Cement Further softening in demand for new housing expected to impact Q3 sales Continue to outperform market overall Asia Pacific Fibre Cement Market conditions to remain challenging, but growth in primary demand expected |
Financial Review Russell Chenu, CFO |
Overview Results significantly affected by charges resulting from adjustments to asbestos provision. These are: Due to impact of foreign currency movements on A$ denominated asbestos liability: Q2 - US$5.4m Half year - US$32.6m Due to changes in KPMG Actuaries' actuarial assessment at 30 September 2006 US$41.8m charge |
Overview - continued Balance sheet remains very strong excluding asbestos provision Cash and unused term facilities - US$267.3m Net debt - US$87.7m Cash flow adversely affected by US$141.4m cash payment in July by RCI re 1999 amended assessment Interim dividend of US5 cents declared Record date 15 December 2006 Payment date 8 January 2007 |
US$ Million Q2'07 Q2'06 % Change Net sales 411.4 376.6 9 Gross profit 155.2 137.3 13 SG&A expenses (57.2) (49.7) 15 Research & development expense (6.6) (7.1) (7) SCI and other related expenses (3.2) (4.7) (32) Other operating income - 0.6 - Adjustments to asbestos provision (47.2) - - EBIT 41.0 76.4 (46) Net interest income (expense) 1.0 (1.0) - Income tax expense (20.9) (27.8) (25) Net operating profit 21.1 47.6 (56) Results - Q2 |
US$ Million Q2'07 Q2'06 % Change Net operating profit 21.1 47.6 (56) Adjustments to asbestos provision 47.2 - - Net operating profit excluding adjustments to asbestos provision 68.3 47.6 43 SCI and other related expenses (net of tax) 3.0 4.4 (32) Tax provision write-back (7.4) - - Net operating profit excluding adjustments to asbestos provision, SCI and other related expenses, and tax provision write-back 63.9 52.0 23 Results - Q2 |
Results - Half Year US$ Million HY'07 HY'06 % Change Net sales 826.9 736.0 12 Gross profit 312.9 282.6 11 SG&A expenses (108.9) (95.2) 14 Research & development expense (14.1) (13.4) 5 SCI and other related expenses (5.6) (9.9) (43) Other operating expense - (0.8) - Adjustments to asbestos provision (74.4) - - EBIT 109.9 163.3 (33) Net interest income (expense) (1.0) (1.7) - Income tax expense (53.2) (58.1) (8) Effect of change in accounting principle 0.9 - - Net operating profit 56.6 103.5 (45) |
US$ Million HY'07 HY'06 % Change Net operating profit 56.6 103.5 (45) Adjustments to asbestos provision 74.4 - - Net operating profit excluding adjustments to asbestos provision 131.0 103.5 27 SCI and other related expenses (net of tax) 5.2 9.3 (44) Debt make-whole payment (net of tax) 5.6 - - Tax provision write-back (7.4) - - Net operating profit excluding adjustments to asbestos provision, SCI and other related expenses, debt make-whole payment and tax provision write-back 134.4 112.8 19 Results - Half Year |
Segment Net Sales - Q2 US$ Million Q2 '07 Q2 '06 % Change USA Fibre Cement 339.0 307.4 10 Asia Pacific Fibre Cement 63.8 63.5 - Other 8.6 5.7 51 Total 411.4 376.6 9 |
Segment Net Sales - Half Year US$ Million HY '07 HY '06 % Change USA Fibre Cement 687.9 594.9 16 Asia Pacific Fibre Cement 123.0 125.2 (2) Other 16.0 15.9 1 Total 826.9 736.0 12 |
Segment EBIT - Q2 US$ Million Q2 '07 Q2 '06 % Change USA Fibre Cement 97.8 86.1 14 Asia Pacific Fibre Cement 11.5 12.0 (4) Other (1.5) (2.6) (42) R & D (4.1) (4.0) 3 Total Segment EBIT 103.7 91.5 13 General Corporate (15.5) (15.1) 3 Total EBIT excluding adjustments to asbestos provision 88.2 76.4 15 Adjustments to asbestos provision (47.2) - - Total EBIT 41.0 76.4 (46) R&D includes "core" R&D expenses and administrative expenses, but excludes product development expenses |
Segment EBIT - Half Year US$ Million HY '07 HY '06 % Change USA Fibre Cement 201.1 180.2 12 Asia Pacific Fibre Cement 21.8 24.4 (11) Other (4.2) (6.1) (31) R & D (8.7) (7.2) 21 Total Segment EBIT 210.0 191.3 10 General Corporate (25.7) (28.0) (8) Total EBIT excluding adjustments to asbestos provision 184.3 163.3 13 Adjustments to asbestos provision (74.4) - - Total EBIT 109.9 163.3 (33) R&D includes "core" R&D expenses and administrative expenses, but excludes product development expenses |
Corporate Costs - Q2 US$ Million Q2'07 Q2'06 % Change Stock compensation expense 1.2 1.2 - Australian pension plan SCI and other related expenses 0.8 3.2 0.1 4.7 - (32) Other costs 10.3 9.1 13 Total 15.5 15.1 3 |
Corporate Costs - Half Year US$ Million HY'07 HY'06 % Change Stock compensation expense 2.7 2.3 17 Australian pension plan SCI and other related expenses 1.5 5.6 0.4 9.9 - (43) Other costs 15.9 15.4 (3) Total 25.7 28.0 (8) |
Net Interest Expense US$ Million Q2'07 Q2'06 %Change Net interest income (expense) 1.0 (1.0) - HY'07 HY'06 %Change Net interest expense (1.0) (1.7) (41) HY 2007 includes US$6.0 million make-whole payment. |
Income tax expense - Q2 US$ Million Q2'07 Q2'06 Operating profit before income taxes 42.0 75.4 Adjustments to asbestos provision 47.2 - Operating profit before income taxes excluding adjustments to asbestos provision 89.2 75.4 Income tax expense 20.9 27.8 Tax provision write-back 7.4 - Income tax expense excluding tax provision write-back 28.3 27.8 Effective tax rate excluding adjustments to asbestos provision and tax provision write-back 31.7% 36.9% |
Income tax expense - Half Year US$ Million HY'07 HY'06 Operating profit before income taxes 108.9 161.6 Adjustments to asbestos provision 74.4 - Operating profit before income taxes excluding adjustments to asbestos provision 183.3 161.6 Income tax expense 53.2 58.1 Tax provision write-back 7.4 - Income tax expense excluding tax provision write-back 60.6 58.1 Effective tax rate 33.1% 36.0% |
Segment EBITDA - Q2 US$ Million Q2'07 Q2'06 % Change EBIT USA Fibre Cement 97.8 86.1 14 Asia Pacific Fibre Cement 11.5 12.0 (4) Other (1.5) (2.6) (42) R & D (4.1) (4.0) 3 General Corporate (15.5) (15.1) 3 Adjustments to asbestos provision (47.2) - - Depreciation and Amortisation USA Fibre Cement 10.0 10.2 (2) Asia Pacific Fibre Cement 2.6 2.2 18 Other 0.6 0.7 (14) Total EBITDA 54.2 89.5 (39) |
Segment EBITDA - Half Year US$ Million HY'07 HY'06 % Change EBIT USA Fibre Cement 201.1 180.2 12 Asia Pacific Fibre Cement 21.8 24.4 (11) Other (4.2) (6.1) (31) R & D (8.7) (7.2) 21 General Corporate (25.7) (28.0) (8) Adjustments to asbestos provision (74.4) - - Depreciation and Amortisation USA Fibre Cement 17.9 16.3 10 Asia Pacific Fibre Cement 5.1 4.7 9 Other 1.2 1.5 (20) Total EBITDA 134.1 185.8 (28) |
Capital expenditure - Half Year US$ Million HY '07 HY '06 % Change USA Fibre Cement 54.0 71.8 (25) Asia Pacific Fibre Cement 5.3 2.8 89 Other 2.1 0.4 - Total 61.4 75.0 (18) |
Key Ratios HY'07 FY'06 FY '05 FY04 EPS (Diluted)3 26.5c 44.9c 27.7c 27.2c Dividend Paid per share 4.0c 10.0c 3.0c 5.0c Return on Shareholders' Funds1,2 28.8% 29.6% 22.4% 27.6% Return on Capital Employed2 32.2% 32.1% 23.6% 23.4% EBIT/ Sales (EBIT margin) 22.3% 20.9% 16.2% 17.5% Gearing Ratio 38.4% (1.6)% 6.8% 17.0% Net Interest Expense Cover3 184.3x - 38.5x 17.2x Net Interest Paid Cover 21.5x 89.0x 17.8x 14.8x Net Debt Payback 8.8mths - 2.5 mths 0.6 years 1 Total company 2 Annualised 3 Excluding adjustments to asbestos provision, SCI and other related expenses and tax provision write-back |
Voluntary asbestos-related compensation funding proposal Russell Chenu, CFO |
Voluntary Asbestos Compensation Funding Proposal Update Submitted private ruling applications to Australian Taxation Office (ATO) August through October on amendments made to funding proposal in response to previous adverse ruling on tax exempt status of proposed Special Purpose Fund Amendments and intended tax outcome consistent with principles in Heads of Agreement, and Final Funding Agreement signed 1 December 2005 Announced receipt of favourable taxation rulings from ATO on amended funding proposal 9 November 2006 ATO rulings provide tax outcome for proposed Special Purpose Fund acceptable to JHI NV |
Voluntary Asbestos Compensation Funding Proposal Update (continued) James Hardie is now moving to finalise amended FFA and related documents with NSW Government Implementation of amended FFA requires: James Hardie and NSW Government to sign all relevant documents NSW Government facilitating legislation to be passed Obtaining updated actuarial report Obtaining independent expert's report Preparing explanatory memorandum for shareholders Obtaining lender and shareholder approval |
Voluntary Asbestos Compensation Funding Proposal Update (continued) James Hardie expects shareholder meeting could be held February 2007 Medical Research and Compensation Fund (MRCF) expected to have sufficient funds to early 2007 James Hardie is arranging interim funding for MRCF as back-up Initial payment to SPF expected to be made following shareholder approval of proposal Amount to be determined, but approximately A$200m SPF will be consolidated for reporting purposes |
Voluntary Asbestos Compensation Funding Proposal KPMG Actuaries' estimate of liabilities - at 30 September 2006 A$m Net liability at 31 March 2006 allowing for cost savings for NSW only 1,517.0 Expected net claims payment (35.1) Unwind of discount 41.0 Change in discount rate (0.4) Expected net liability at 30 September 2006 adjusted for discount rate 1,522.5 Impact of change in valuation bases: Claim numbers and peak year 62.6 Nil settlement rate (8.5) Average claims costs and legal costs (50.2) Claims inflation 43.4 Emerging experience on reported claims and pending claims (15.0) Total development in net liability 32.3 Net liability at 30 September 2006 allowing for cost savings in NSW only 1,554.8 |
Voluntary Asbestos Compensation Funding Proposal Comparison of KPMG Actuaries' estimates over time Comparison of KPMG Actuaries' estimates over time A$ billions 30 Jun 04 31 Mar 05 30 Jun 05 31 Mar 06 30 Sept 06 Central Estimate - Discounted 1.536 1.685 1.5681 1.5171 1.5551 Central Estimate - Undiscounted 3.586 3.604 3.1311 3.0791 3.1691 Range - Undiscounted 2.0 - 5.7 2.0 - 5.9 1.5 - 5.51 1.7 - 5.31 1.8 - 5.71 Note: all amounts above are on a net present value basis 1 Includes estimated legal cost savings for NSW only |
Asbestos Provision - reconciliation A$ millions 30 Sept 06 31 Mar 06 Discounted central estimate 1,555 1,517 Discounting allowance 1,614 1,562 Inflation allowance (1,727) (1,677) Undiscounted, uninflated estimated liabilities 1,442 1,402 US GAAP related adjustments 32 31 1,474 1,432 Claims handling costs and MRCF assets, net 35 (3) Accounting liability pre tax 1, 509 1,429 Accounting liability post tax A$1,056 A$1,000 |
Asbestos Provision - foreign exchange impact Australian denominated liability converted to US dollars Asbestos Provision A$ millions A$ to US$ rate US$ millions At 31 March 2006 1,000.0 1.3975 to 1 715.6 FX charge for half year1 Other adjustments - 55.9 1.3365 to 1 32.6 41.8 At 30 September 2006 1,055.9 1.3365 to 1 790.0 At 30 June 2006 1,000.0 1.3463 to 1 742.8 FX Charge for 2nd quarter1 Other adjustments - 55.9 1.3365 to 1 5.4 41.8 At 30 September 2006 1,055.9 1.3365 to 1 790.0 1 No current cash impact |
Summary Strong overall operating performance for quarter and half year despite soft markets The company's financial position remains strong Good progress with voluntary compensation funding proposal - hope to hold shareholder meeting in February 2007 Results subject to fluctuation in A$ : US$ exchange rate for foreseeable future Intend to continue reporting results including and excluding asbestos-related charges to assist assessment of underlying performance Expect to move from recording asbestos provision on net of tax basis to gross basis in Q3. Insurance recoveries and future tax benefit to be recorded as assets - US GAAP requirement |
Questions & Answers |
Disclaimer This Management Presentation contains forward-looking statements. We may from time to time make forward-looking statements in our periodic reports filed with or furnished to the United States Securities and Exchange Commission on Forms 20-F and 6-K, in our annual reports to shareholders, in offering circulars and prospectuses, in media releases and other written materials and in oral statements made by our officers, directors or employees to analysts, institutional investors, representatives of the media and others. Examples of forward-looking statements include: expectations that the conditions precedent to the Final Funding Agreement will be satisfied; expectations about payments to a special purpose fund for the compensation of proven asbestos-related personal injury and death claims; expectations concerning the Australian Tax Office amended assessment; expectations that our credit facilities will be extended or renewed; projections of our operating results or financial condition; statements regarding our plans, objectives or goals, including those relating to competition, acquisitions, dispositions and our products; statements about our future performance; and statements about product or environmental liabilities. Words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim" and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors, some of which are discussed under "Risk Factors" beginning on page 5 of our Form 20-F filed on 29 September 2006 with the Securities and Exchange Commission, include but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos by current and former James Hardie subsidiaries; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which we operate; the consequences of product failures or defects; exposure to environmental, asbestos or other legal proceedings; general economic and market conditions; the supply and cost of raw materials; the success of our research and development efforts; our reliance on a small number of product distributors; compliance with and changes in environmental and health and safety laws; risks of conducting business internationally; compliance with and changes in laws and regulations; foreign exchange risks; the successful implementation of new software systems; and the successful implementation of the internal control over financial reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as codified by Item 308 of regulation S-K. We caution you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements. Forward-looking statements speak only as of the date they are made. |
Endnotes This Management Presentation forms part of a package of information about the company's results. It should be read in conjunction with the other parts of this package, including Management's Analysis of Results, a Media Release and a Financial Report and Results at a Glance document. Definitions Financial Measures - US GAAP equivalents EBIT and EBIT Margin - EBIT is defined as operating income. EBIT margin is defined as EBIT as a percentage of our net sales. We believe EBIT and EBIT margin to be relevant and useful information as these are the primary measures used by our management to measure the operating profit or loss of our business. EBIT is one of several metrics used by our management to measure the cash generated from our operations, excluding interest and income tax expenses. Additionally, EBIT is believed to be a primary measure and terminology used by our Australian investors. EBIT and EBIT margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America. EBIT and EBIT margin, as we have defined them, may not be comparable to similarly titled measures reported by other companies. EBIT and EBIT margin, as used in this document, are equivalent to the US GAAP measures of operating income and operating income margin. Operating profit - is equivalent to the US GAAP measure of income. Net operating profit - is equivalent to the US GAAP measure of net income. Sales Volumes mmsf - million square feet msf - thousand square feet |
Endnotes Financial Ratios Gearing Ratio - Net debt/cash divided by net debt/cash plus shareholders' equity. Net interest expense cover - EBIT divided by net interest expense. Net interest paid cover - EBIT divided by cash paid during the period for interest, net of amounts capitalised. Net debt payback - Net debt/cash divided by cash flow from operations. Net debt/cash - short-term and long-term debt less cash and cash equivalents. |
Non-US GAAP Financial Measures EBIT and EBIT margin excluding adjustments to asbestos provision - EBIT and EBIT margin excluding adjustments to asbestos provision are not measures of financial performance under US GAAP and should not be considered to be more meaningful than EBIT and EBIT margin. James Hardie has included these financial measures to provide investors with an alternative method for assessing its operating results in a manner that is focussed on the performance of its ongoing operations and provides useful information regarding its financial condition and results of operations. The company uses these non-US GAAP measures for the same purposes. |
Non-US GAAP Financial Measures EBIT excluding adjustment to asbestos provision and SCI and other related expenses - EBIT excluding effect adjustment to asbestos provision, and SCI and other related expenses is not a measure of financial performance under US GAAP and should not be considered to be more meaningful than EBIT. James Hardie has included this financial measure to provide investors with an alternative method for assessing its operating results in a manner that is focussed on the performance of its ongoing operations and provides useful information regarding its financial condition and results of operations. The company uses this non-US GAAP measure for the same purposes. |
Non-US GAAP Financial Measures Net operating profit excluding adjustments to asbestos provision - Net operating profit excluding effect of foreign exchange on asbestos provision is not a measure of financial performance under US GAAP and should not be considered to be more meaningful than net income. The company has included this financial measure to provide investors with an alternative method for assessing its operating results in a manner that is focussed on the performance of its ongoing operations. The company uses this non-US GAAP measure for the same purposes. |
Non-US GAAP Financial Measures Diluted earnings per share excluding adjustments to asbestos provision - Diluted earnings per share excluding effect of foreign exchange on asbestos provision is not a measure of financial performance under US GAAP and should not be considered to be more meaningful than Diluted earnings per share. The company has included this financial measure to provide investors with an alternative method for assessing its operating results in a manner that is focussed on the performance of its ongoing operations. The company's management uses this non-US GAAP measure for the same purposes. |
Non-US GAAP Financial Measures Effective tax rate excluding adjustments to asbestos provision and tax provision write-back - Effective tax rate excluding effect of foreign exchange on asbestos provision and tax provision write-back is not a measure of financial performance under US GAAP and should not be considered to be more meaningful than effective tax rate. The company has included this financial measure to provide investors with an alternative method for assessing its operating results in a manner that is focussed on the performance of its ongoing operations. The company's management uses this non-US GAAP measure for the same purposes. |
EBITDA - is not a measure of financial performance under US GAAP and should not be considered an alternative to, or more meaningful than, income from operations, net income or cash flows as defined by US GAAP or as a measure of profitability or liquidity. Not all companies calculate EBITDA in the same manner as James Hardie has and, accordingly, EBITDA may not be comparable with other companies. The company has included information concerning EBITDA because it believes that this data is commonly used by investors to evaluate the ability of a company's earnings from its core business operations to satisfy its debt, capital expenditure and working capital requirements. |
Page | ||||
Item 1. Condensed Consolidated Financial Statements (Unaudited) |
||||
Report of Independent Registered Public Accounting Firm |
F-3 | |||
Condensed Consolidated Balance Sheets as of 30 September 2006 and
31 March 2006 |
F-4 | |||
Condensed Consolidated Statements of Income for the Three and Six Months
Ended 30 September 2006 and 2005 |
F-5 | |||
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended 30 September 2006 and 2005 |
F-7 | |||
Condensed Consolidated Statements of Changes in Shareholders Equity for the
Six Months Ended 30 September 2006 |
F-9 | |||
Notes to Condensed Consolidated Financial Statements |
F-10 | |||
Item 2. Quantitative and Qualitative Disclosures About Market Risk |
F-31 |
F-2
F-3
Millions of | Millions of | |||||||||||||||
US Dollars | Australian Dollars | |||||||||||||||
30 September | 31 March | 30 September | 31 March | |||||||||||||
2006 | 2006 | 2006 | 2006 | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 47.3 | $ | 315.1 | A$ | 63.2 | A$ | 440.4 | ||||||||
Restricted cash |
5.0 | | 6.7 | | ||||||||||||
Accounts and notes receivable, net of allowance for
doubtful accounts of $1.5 million (A$2.0 million) and
$1.3 million (A$1.8 million) as of 30 September 2006
and 31 March 2006, respectively |
157.6 | 153.2 | 210.6 | 214.1 | ||||||||||||
Inventories |
142.2 | 124.0 | 190.1 | 173.3 | ||||||||||||
Prepaid expenses and other current assets |
49.3 | 33.8 | 65.9 | 47.2 | ||||||||||||
Deferred income taxes |
24.8 | 30.7 | 33.1 | 42.9 | ||||||||||||
Total current assets |
426.2 | 656.8 | 569.6 | 917.9 | ||||||||||||
Property, plant and equipment, net |
816.1 | 775.6 | 1,090.7 | 1,083.9 | ||||||||||||
Deferred income taxes |
5.3 | 4.8 | 7.1 | 6.7 | ||||||||||||
Deposit with Australian Taxation Office |
141.4 | | 189.0 | | ||||||||||||
Other assets |
7.3 | 8.2 | 9.8 | 11.5 | ||||||||||||
Total assets |
$ | 1,396.3 | $ | 1,445.4 | A$ | 1,866.2 | A$ | 2,020.0 | ||||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable and accrued liabilities |
$ | 116.5 | $ | 117.8 | A$ | 155.7 | A$ | 164.6 | ||||||||
Current portion of long-term debt |
| 121.7 | | 170.1 | ||||||||||||
Short-term debt |
135.0 | 181.0 | 180.4 | 252.9 | ||||||||||||
Accrued payroll and employee benefits |
38.5 | 46.3 | 51.5 | 64.7 | ||||||||||||
Accrued product warranties |
8.1 | 11.4 | 10.8 | 15.9 | ||||||||||||
Income taxes payable |
16.4 | 24.5 | 21.9 | 34.2 | ||||||||||||
Other liabilities |
3.1 | 3.3 | 4.1 | 4.6 | ||||||||||||
Total current liabilities |
317.6 | 506.0 | 424.4 | 707.0 | ||||||||||||
Deferred income taxes |
91.6 | 79.8 | 122.4 | 111.5 | ||||||||||||
Accrued product warranties |
7.3 | 4.1 | 9.8 | 5.7 | ||||||||||||
Asbestos provision |
790.0 | 715.6 | 1,055.9 | 1,000.0 | ||||||||||||
Other liabilities |
49.1 | 45.0 | 65.6 | 62.9 | ||||||||||||
Total liabilities |
1,255.6 | 1,350.5 | A$ | 1,678.1 | A$ | 1,887.1 | ||||||||||
Commitments and contingencies (Note 7) |
||||||||||||||||
Shareholders equity: |
||||||||||||||||
Common stock, Euro 0.59 par value, 2.0 billion
shares authorised; 463,735,445 shares issued
and outstanding at 30 September 2006 and
463,306,511 shares issued and outstanding
at 31 March 2006 |
253.2 | 253.2 | ||||||||||||||
Additional paid-in capital |
161.8 | 158.8 | ||||||||||||||
Accumulated deficit |
(250.4 | ) | (288.3 | ) | ||||||||||||
Employee loans |
(0.3 | ) | (0.4 | ) | ||||||||||||
Accumulated other comprehensive loss |
(23.6 | ) | (28.4 | ) | ||||||||||||
Total shareholders equity |
140.7 | 94.9 | ||||||||||||||
Total liabilities and shareholders equity |
$ | 1,396.3 | $ | 1,445.4 | ||||||||||||
F-4
Three Months | Six Months | |||||||||||||||
Ended 30 September | Ended 30 September | |||||||||||||||
(Millions of US dollars, except per share data) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Net sales |
$ | 411.4 | $ | 376.6 | $ | 826.9 | $ | 736.0 | ||||||||
Cost of goods sold |
(256.2 | ) | (239.3 | ) | (514.0 | ) | (453.4 | ) | ||||||||
Gross profit |
155.2 | 137.3 | 312.9 | 282.6 | ||||||||||||
Selling, general and administrative expenses |
(57.2 | ) | (49.7 | ) | (108.9 | ) | (95.2 | ) | ||||||||
Research and development expenses |
(6.6 | ) | (7.1 | ) | (14.1 | ) | (13.4 | ) | ||||||||
SCI and other related expenses |
(3.2 | ) | (4.7 | ) | (5.6 | ) | (9.9 | ) | ||||||||
Other operating income (expense) |
| 0.6 | | (0.8 | ) | |||||||||||
Adjustments to asbestos provision |
(47.2 | ) | | (74.4 | ) | | ||||||||||
Operating income |
41.0 | 76.4 | 109.9 | 163.3 | ||||||||||||
Interest expense |
(0.2 | ) | (2.3 | ) | (5.8 | ) | (4.0 | ) | ||||||||
Interest income |
1.2 | 1.3 | 4.8 | 2.3 | ||||||||||||
Income before income taxes |
42.0 | 75.4 | 108.9 | 161.6 | ||||||||||||
Income tax expense |
(20.9 | ) | (27.8 | ) | (53.2 | ) | (58.1 | ) | ||||||||
Income before cumulative effect of change
in accounting principle |
21.1 | 47.6 | 55.7 | 103.5 | ||||||||||||
Cumulative effect of change in accounting principle
for stock-based compensation (net of US$0.4 million
of tax for the six months ended 30 September 2006) |
| | 0.9 | | ||||||||||||
Net income |
$ | 21.1 | $ | 47.6 | $ | 56.6 | $ | 103.5 | ||||||||
Net income per share basic |
$ | 0.04 | $ | 0.10 | $ | 0.12 | $ | 0.22 | ||||||||
Net income per share diluted |
$ | 0.04 | $ | 0.10 | $ | 0.12 | $ | 0.22 | ||||||||
Weighted average common shares outstanding |
||||||||||||||||
(Millions): |
||||||||||||||||
Basic |
463.4 | 461.4 | 463.4 | 461.0 | ||||||||||||
Diluted |
465.1 | 466.8 | 466.0 | |||||||||||||
465.0 |
F-5
Three Months | Six Months | |||||||||||||||
Ended 30 September | Ended 30 September | |||||||||||||||
(Millions of Australian dollars, except per share data) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Net sales |
A$ | 546.8 | A$ | 492.9 | A$ | 1,099.1 | A$ | 963.3 | ||||||||
Cost of goods sold |
(340.5 | ) | (313.2 | ) | (683.2 | ) | (593.4 | ) | ||||||||
Gross profit |
206.3 | 179.7 | 415.9 | 369.9 | ||||||||||||
Selling, general and administrative expenses |
(76.0 | ) | (65.0 | ) | (144.7 | ) | (124.6 | ) | ||||||||
Research and development expenses |
(8.8 | ) | (9.3 | ) | (18.7 | ) | (17.5 | ) | ||||||||
SCI and other related expenses |
(4.3 | ) | (6.2 | ) | (7.4 | ) | (13.0 | ) | ||||||||
Other operating income (expense) |
| 0.8 | | (1.0 | ) | |||||||||||
Adjustments to asbestos provision |
(62.8 | ) | | (98.9 | ) | | ||||||||||
Operating income |
54.4 | 100.0 | 146.2 | 213.8 | ||||||||||||
Interest expense |
(0.3 | ) | (3.0 | ) | (7.7 | ) | (5.2 | ) | ||||||||
Interest income |
1.6 | 1.7 | 6.4 | 3.0 | ||||||||||||
Income before income taxes |
55.7 | 98.7 | 144.9 | 211.6 | ||||||||||||
Income tax expense |
(27.7 | ) | (36.4 | ) | (70.9 | ) | (76.0 | ) | ||||||||
Income before cumulative effect of change
in accounting principle |
28.0 | 62.3 | 74.0 | 135.6 | ||||||||||||
Cumulative effect of change in accounting principle
for stock-based compensation (net of A$0.5 million
of tax for the six months ended 30 September 2006) |
| | 1.2 | | ||||||||||||
Net income |
A$ | 28.0 | A$ | 62.3 | A$ | 75.2 | A$ | 135.6 | ||||||||
Net income per share basic |
A$0.06 | A$0.14 | A$0.16 | A$0.29 | ||||||||||||
Net income per share diluted |
A$0.06 | A$0.14 | A$0.16 | A$0.29 | ||||||||||||
Weighted average common shares outstanding |
||||||||||||||||
(Millions): |
||||||||||||||||
Basic |
463.4 | 461.4 | 463.4 | 461.0 | ||||||||||||
Diluted |
465.1 | 466.8 | 466.0 | 465.0 |
F-6
Six Months | ||||||||
Ended 30 September | ||||||||
(Millions of US dollars) | 2006 | 2005 | ||||||
Cash Flows From Operating Activities |
||||||||
Net income |
$ | 56.6 | $ | 103.5 | ||||
Adjustments to reconcile net income to net cash (used in)
provided by operating activities: |
||||||||
Loss on disposal of subsidiaries and businesses |
| 0.8 | ||||||
Depreciation and amortisation |
24.2 | 22.5 | ||||||
Deferred income taxes |
17.4 | 5.8 | ||||||
Prepaid pension cost |
1.5 | 1.3 | ||||||
Stock-based compensation |
1.4 | 1.9 | ||||||
Adjustments to asbestos provision |
74.4 | | ||||||
Cumulative effect of change in accounting principle |
(0.9 | ) | | |||||
Deposit with Australian Taxation Office |
(141.4 | ) | | |||||
Other |
| 0.6 | ||||||
Changes in operating assets and liabilities: |
||||||||
Restricted cash |
(5.0 | ) | | |||||
Accounts and notes receivable |
(1.9 | ) | (8.5 | ) | ||||
Inventories |
(16.8 | ) | (12.2 | ) | ||||
Prepaid expenses and other current assets |
(16.6 | ) | (7.2 | ) | ||||
Accounts payable and accrued liabilities |
(1.9 | ) | 28.3 | |||||
Other accrued liabilities and other liabilities |
(13.3 | ) | 9.7 | |||||
Net cash (used in) provided by operating activities |
(22.3 | ) | 146.5 | |||||
Cash Flows From Investing Activities |
||||||||
Purchases of property, plant and equipment |
(61.4 | ) | (75.0 | ) | ||||
Proceeds from disposal of subsidiaries and businesses,
net of cash divested |
| 2.9 | ||||||
Net cash used in investing activities |
(61.4 | ) | (72.1 | ) | ||||
Cash Flows From Financing Activities |
||||||||
Repayments of long-term debt |
(121.7 | ) | | |||||
Repayments of short-term debt |
(46.0 | ) | | |||||
Proceeds from issuance of shares |
1.5 | 9.4 | ||||||
Windfall income tax benefit from stock options exercised |
0.1 | 1.3 | ||||||
Dividends paid |
(18.7 | ) | (27.5 | ) | ||||
Collections on loans receivable |
0.1 | 0.2 | ||||||
Net cash used in financing activities |
(184.7 | ) | (16.6 | ) | ||||
Effects of exchange rate changes on cash |
0.6 | (0.4 | ) | |||||
Net (decrease) increase in cash and cash equivalents |
(267.8 | ) | 57.4 | |||||
Cash and cash equivalents at beginning of period |
315.1 | 113.5 | ||||||
Cash and cash equivalents at end of period |
$ | 47.3 | $ | 170.9 | ||||
Components of Cash and Cash Equivalents |
||||||||
Cash at bank and on hand |
$ | 27.0 | $ | 33.0 | ||||
Short-term deposits |
20.3 | 137.9 | ||||||
Cash and cash equivalents at end of period |
$ | 47.3 | $ | 170.9 | ||||
F-7
Six Months | ||||||||
Ended 30 September | ||||||||
(Millions of Australian dollars) | 2006 | 2005 | ||||||
Cash Flows From Operating Activities |
||||||||
Net income |
A$ | 75.2 | A$ | 135.6 | ||||
Adjustments to reconcile net income to net cash (used in)
provided by operating activities: |
||||||||
Loss on disposal of subsidiaries and businesses |
| 1.0 | ||||||
Depreciation and amortisation |
32.2 | 29.4 | ||||||
Deferred income taxes |
23.1 | 7.6 | ||||||
Prepaid pension cost |
2.0 | 1.7 | ||||||
Stock-based compensation |
1.9 | 2.5 | ||||||
Adjustments to asbestos provision |
98.9 | | ||||||
Cumulative effect of change in accounting principle |
(1.2 | ) | | |||||
Deposit with Australian Taxation Office |
(189.0 | ) | | |||||
Other |
| 0.8 | ||||||
Changes in operating assets and liabilities: |
||||||||
Restricted cash |
(6.6 | ) | | |||||
Accounts and notes receivable |
(2.5 | ) | (11.1 | ) | ||||
Inventories |
(22.3 | ) | (16.0 | ) | ||||
Prepaid expenses and other current assets |
(22.1 | ) | (9.4 | ) | ||||
Accounts payable and accrued liabilities |
(2.5 | ) | 37.0 | |||||
Other accrued liabilities and other liabilities |
(17.7 | ) | 12.7 | |||||
Net cash (used in) provided by operating activities |
(30.6 | ) | 191.8 | |||||
Cash Flows From Investing Activities |
||||||||
Purchases of property, plant and equipment |
(81.6 | ) | (98.2 | ) | ||||
Proceeds from disposal of subsidiaries and businesses,
net of cash divested |
| 3.8 | ||||||
Net cash used in investing activities |
(81.6 | ) | (94.4 | ) | ||||
Cash Flows From Financing Activities |
||||||||
Repayments of long-term debt |
(161.8 | ) | | |||||
Repayments of short-term debt |
(61.1 | ) | | |||||
Proceeds from issuance of shares |
2.0 | 12.3 | ||||||
Windfall income tax benefit from stock options exercised |
0.1 | 1.7 | ||||||
Dividends paid |
(24.9 | ) | (36.0 | ) | ||||
Collections on loans receivable |
0.1 | 0.3 | ||||||
Net cash used in financing activities |
(245.6 | ) | (21.7 | ) | ||||
Effects of exchange rate changes on cash |
(19.4 | ) | 1.8 | |||||
Net (decrease) increase in cash and cash equivalents |
(377.2 | ) | 77.5 | |||||
Cash and cash equivalents at beginning of period |
440.4 | 146.9 | ||||||
Cash and cash equivalents at end of period |
A$ | 63.2 | A$ | 224.4 | ||||
Components of Cash and Cash Equivalents |
||||||||
Cash at bank and on hand |
A$ | 36.1 | A$ | 43.3 | ||||
Short-term deposits |
27.1 | 181.1 | ||||||
Cash and cash equivalents at end of period |
A$ | 63.2 | A$ | 224.4 | ||||
F-8
Accumulated | ||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||
Common | Paid-in | Accumulated | Employee | Comprehensive | ||||||||||||||||||||
(Millions of US dollars) | Stock | Capital | Deficit | Loans | (Loss) Income | Total | ||||||||||||||||||
Balances as of 31 March 2006 |
$ | 253.2 | $ | 158.8 | $ | (288.3 | ) | $ | (0.4 | ) | $ | (28.4 | ) | $ | 94.9 | |||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | 56.6 | | | 56.6 | ||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||
Foreign currency translation |
| | | | 4.8 | 4.8 | ||||||||||||||||||
Total comprehensive income |
61.4 | |||||||||||||||||||||||
Dividends paid |
| | (18.7 | ) | | | (18.7 | ) | ||||||||||||||||
Stock-based compensation |
| 1.4 | | | | 1.4 | ||||||||||||||||||
Tax benefit from stock options exercised |
| 0.1 | | | | 0.1 | ||||||||||||||||||
Employee loans repaid |
| | | 0.1 | | 0.1 | ||||||||||||||||||
Stock options exercised |
| 1.5 | | | | 1.5 | ||||||||||||||||||
Balances as of 30 September 2006 |
$ | 253.2 | $ | 161.8 | $ | (250.4 | ) | $ | (0.3 | ) | $ | (23.6 | ) | $ | 140.7 | |||||||||
F-9
1. | Basis of Presentation |
31 March | 30 September | |||||||||||
(US$1 = A$) | 2006 | 2006 | 2005 | |||||||||
Assets and liabilities |
1.3975 | 1.3365 | 1.3133 | |||||||||
Income statement |
n/a | 1.3292 | 1.3088 | |||||||||
Cash flows beginning cash |
n/a | 1.3975 | 1.2946 | |||||||||
Cash flows ending cash |
n/a | 1.3365 | 1.3133 | |||||||||
Cash flows current period movements |
n/a | 1.3292 | 1.3088 |
2. | Summary of Significant Accounting Policies |
F-10
Three Months | Six Months | |||||||||||||||
Ended 30 September | Ended 30 September | |||||||||||||||
(Millions of shares) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Basic common shares outstanding |
463.4 | 461.4 | 463.4 | 461.0 | ||||||||||||
Dilutive effect of stock options |
1.7 | 5.4 | 2.6 | 4.0 | ||||||||||||
Diluted common shares outstanding |
465.1 | 466.8 | 466.0 | 465.0 | ||||||||||||
US dollars | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Net income per share basic |
$ | 0.04 | $ | 0.10 | $ | 0.12 | $ | 0.22 | ||||||||
Net income per share diluted |
$ | 0.04 | $ | 0.10 | $ | 0.12 | $ | 0.22 |
F-11
F-12
the related financial statement disclosures. The Company does not expect the adoption of this standard will have any impact on the consolidated financial statements. | ||
3. | Inventories | |
Inventories consist of the following components: |
30 September | 31 March | |||||||
(Millions of US dollars) | 2006 | 2006 | ||||||
Finished goods |
$ | 93.4 | $ | 84.1 | ||||
Work-in-process |
15.2 | 9.2 | ||||||
Raw materials and supplies |
36.5 | 33.0 | ||||||
Provision for obsolete finished goods and raw materials |
(2.9 | ) | (2.3 | ) | ||||
Total inventories |
$ | 142.2 | $ | 124.0 | ||||
Inventories are valued at the lower of cost or market. Cost is generally determined under the first-in, first-out method, except that the cost of raw materials and supplies is determined using actual or average costs. Cost includes the costs of materials, labour and applied factory overhead. | ||
4. | Disposal of Chile Business | |
In June 2005, the Company approved a plan to dispose of its Chile Fibre Cement business to Compania Industrial El Volcan S.A. (Volcan). The sale closed on 8 July 2005. The Company received net proceeds of US$3.9 million and recorded a loss on disposal of US$0.8 million. | ||
As part of the terms of the sale of the Chile Fibre Cement business to Volcan, the Company entered into a two-year take or pay purchase contract for fibre cement product manufactured by Volcan. The first year of the contract amounts to a purchase commitment of approximately US$2.8 million and the second year amounts to a purchase commitment of approximately US$2.1 million. As this contract qualifies as continuing involvement per SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets, the operating results and loss on disposal of the Chile Fibre Cement business are included in the Companys income from operations and are comprised of the following components: |
Three Months | Six Months | |||||||
Ended 30 September | Ended 30 September | |||||||
(Millions of US dollars) | 2005 | 2005 | ||||||
Chile Fibre Cement |
||||||||
Net sales |
$ | 0.5 | $ | 5.1 | ||||
Cost of goods sold |
(0.4 | ) | (3.5 | ) | ||||
Gross profit |
0.1 | 1.6 | ||||||
Selling, general and administrative expenses |
(0.2 | ) | (1.2 | ) | ||||
Income (loss) on disposal of business |
0.6 | (0.8 | ) | |||||
Operating income (loss) |
0.5 | (0.4 | ) | |||||
Interest expense |
| (0.2 | ) | |||||
Net income (loss) |
$ | 0.5 | $ | (0.6 | ) | |||
F-13
5. | Operating Segment Information and Concentrations of Risk | |
The Company has reported its operating segment information in the format that the operating segment information is available to and evaluated by the Board of Directors. USA Fibre Cement manufactures and sells fibre cement interior linings, exterior siding and related accessories products in the United States. Asia Pacific Fibre Cement includes all fibre cement manufactured in Australia, New Zealand and the Philippines and sold in Australia, New Zealand and Asia. Research and Development represents the cost incurred by the research and development centres. Other includes the manufacture and sale of fibre cement products in Chile (through June 2005), the manufacture and sale of fibre cement reinforced pipes in the United States, fibre cement operations in Europe and roofing operations in the United States. The Company sold its Chile business in July 2005. In April 2006, the roofing plant was closed and the business ceased operations. The Companys operating segments are strategic operating units that are managed separately due to their different products and/or geographical location. | ||
The asbestos provision and adjustments thereto are treated as a separate caption. | ||
Operating Segments | ||
The following are the Companys operating segments and geographical information: |
Net Sales to Customers | Net Sales to Customers | |||||||||||||||
Three Months | Six Months | |||||||||||||||
Ended 30 September | Ended 30 September | |||||||||||||||
(Millions of US dollars) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
USA Fibre Cement |
$ | 339.0 | $ | 307.4 | $ | 687.9 | $ | 594.9 | ||||||||
Asia Pacific Fibre Cement |
63.8 | 63.5 | 123.0 | 125.2 | ||||||||||||
Other |
8.6 | 5.7 | 16.0 | 15.9 | ||||||||||||
Worldwide total |
$ | 411.4 | $ | 376.6 | $ | 826.9 | $ | 736.0 | ||||||||
Income | Income | |||||||||||||||
Before Income Taxes | Before Income Taxes | |||||||||||||||
Three Months | Six Months | |||||||||||||||
Ended 30 September | Ended 30 September | |||||||||||||||
(Millions of US dollars) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
USA Fibre Cement |
$ | 97.8 | $ | 86.1 | $ | 201.1 | $ | 180.2 | ||||||||
Asia Pacific Fibre Cement |
11.5 | 12.0 | 21.8 | 24.4 | ||||||||||||
Research and Development |
(4.1 | ) | (4.0 | ) | (8.7 | ) | (7.2 | ) | ||||||||
Other |
(1.5 | ) | (2.6 | ) | (4.2 | ) | (6.1 | ) | ||||||||
Segments total |
103.7 | 91.5 | 210.0 | 191.3 | ||||||||||||
General Corporate |
(15.5 | ) | (15.1 | ) | (25.7 | ) | (28.0 | ) | ||||||||
Adjustments to asbestos provision |
(47.2 | ) | | (74.4 | ) | | ||||||||||
Total operating income |
41.0 | 76.4 | 109.9 | 163.3 | ||||||||||||
Net interest income (expense) |
1.0 | (1.0 | ) | (1.0 | ) | (1.7 | ) | |||||||||
Worldwide total |
$ | 42.0 | $ | 75.4 | $ | 108.9 | $ | 161.6 | ||||||||
F-14
Total Identifiable Assets | ||||||||
30 September | 31 March | |||||||
(Millions of US dollars) | 2006 | 2006 | ||||||
USA Fibre Cement |
$ | 881.3 | $ | 826.0 | ||||
Asia Pacific Fibre Cement |
188.2 | 170.4 | ||||||
Other |
56.5 | 54.8 | ||||||
Segments total |
1,126.0 | 1,051.2 | ||||||
General Corporate |
270.3 | 394.2 | ||||||
Worldwide total |
$ | 1,396.3 | $ | 1,445.4 | ||||
Net Sales to Customers | Net Sales to Customers | |||||||||||||||
Three Months | Six Months | |||||||||||||||
Ended 30 September | Ended 30 September | |||||||||||||||
(Millions of US dollars) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
USA |
$ | 344.5 | $ | 310.9 | $ | 698.2 | $ | 602.1 | ||||||||
Australia |
43.3 | 43.6 | 84.3 | 86.1 | ||||||||||||
New Zealand |
13.5 | 14.2 | 25.9 | 27.8 | ||||||||||||
Other Countries |
10.1 | 7.9 | 18.5 | 20.0 | ||||||||||||
Worldwide total |
$ | 411.4 | $ | 376.6 | $ | 826.9 | $ | 736.0 | ||||||||
Total Identifiable Assets | ||||||||
30 September | 31 March | |||||||
(Millions of US dollars) | 2006 | 2006 | ||||||
USA |
$ | 925.4 | $ | 870.3 | ||||
Australia |
121.3 | 108.5 | ||||||
New Zealand |
20.8 | 18.7 | ||||||
Other Countries |
58.5 | 53.7 | ||||||
Segments total |
1,126.0 | 1,051.2 | ||||||
General Corporate |
270.3 | 394.2 | ||||||
Worldwide total |
$ | 1,396.3 | $ | 1,445.4 | ||||
6. | Accumulated Other Comprehensive Loss | |
Accumulated other comprehensive loss as reported in the condensed consolidated balance sheets is comprised entirely of foreign currency translation adjustments of US$23.6 million and US$28.4 million at 30 September 2006 and 31 March 2006, respectively. | ||
7. | Commitments and Contingencies | |
Commitment to provide funding on a long-term basis in respect of asbestos-related liabilities of former subsidiaries | ||
On 1 December 2005, the Company announced that it, the NSW Government and a wholly owned Australian subsidiary of the Company (James Hardie 117 Pty Ltd (formerly LGTDD Pty Ltd), described below as the Performing Subsidiary) had entered into a conditional agreement (the Final Funding Agreement) to provide long-term funding to a special purpose fund (SPF) that will provide compensation for Australian asbestos-related personal injury claims against certain former James |
F-15
| the establishment of the SPF to provide compensation to Australian asbestos-related personal injury claimants with proven claims against the Former James Hardie Companies; | ||
| initial funding of approximately A$154 million provided by the Performing Subsidiary to the SPF, calculated on the basis of an actuarial report prepared by KPMG Actuaries Pty Ltd (KPMG Actuaries) as of 31 March 2006. That report provided an estimate of the discounted net present value of all present and future Australian asbestos-related personal injury claims against the Former James Hardie Companies of A$1.52 billion (US$1.14 billion); | ||
| subject to the cap described below, an annual contribution in advance to top up the funds in the SPF to equal the actuarially calculated estimate of expected Australian asbestos-related personal injury claims against the Former James Hardie Companies for the following three years, to be revised annually (so as to create a rolling cash buffer in the SPF); | ||
| a cap on the annual payments made by the Performing Subsidiary to the SPF, initially set at 35% of the Companys free cash flow (defined as cash from operations in accordance with US GAAP in force at the date of the FFA) for the immediately preceding financial year, with provisions for the percentage to decline over time depending upon the Companys financial performance (and therefore the contributions already made to the SPF) and the claims outlook; | ||
| an initial term of approximately 40 years, at the end of which time the parties may either agree upon a final payment to be made by the Company in satisfaction of any further funding obligations, or have the term automatically extended for further periods of 10 years until such agreement is reached or the relevant asbestos-related liabilities cease to arise; | ||
| the entry by the parties and/or others into agreements ancillary to or connected with the FFA (the Related Agreements); | ||
| no cap on individual payments to asbestos claimants; | ||
| the Performing Subsidiarys payment obligations are guaranteed by James Hardie Industries N.V.; | ||
| the SPFs claims to the funding payments required under the FFA will be subordinated to the claims of the Companys lenders; and |
F-16
| the compensation arrangements will extend to members of the Baryulgil community for asbestos-related claims arising from the activities of a former subsidiary of ABN 60, as described below. |
F-17
F-18
Three Months | ||||||||
Ended 30 September | ||||||||
US$ millions | A$ millions | |||||||
At 30 June 2006 |
$ | 742.8 | A$1,000.0 | |||||
Effect of foreign exchange for the second quarter |
5.4 | | ||||||
Other adjustments to provision(1) |
41.8 | 55.9 | ||||||
At 30 September 2006 |
$ | 790.0 | A$1,055.9 | |||||
Six Months | ||||||||
Ended 30 September | ||||||||
US$ millions | A$ millions | |||||||
At 31 March 2006 |
$ | 715.6 | A$1,000.0 | |||||
Effect of foreign exchange for the half year |
32.6 | | ||||||
Other adjustments to provision(1) |
41.8 | 55.9 | ||||||
At 30 September 2006 |
$ | 790.0 | A$1,055.9 | |||||
(1) | Other adjustments to provision converted at spot rate at 30 September 2006. |
F-19
30 September | 31 March | |||||||
2006 | 2006(1) | |||||||
Australia |
503 | 556 | ||||||
New Zealand |
| | ||||||
Unknown Court Not Identified(1) |
17 | 20 | ||||||
USA |
| 1 |
(1) | Information only includes claims data for the 11 months ended 28 February 2006. Claims data for the 12 months ended 31 March 2006 was not available at the time our financial statements were prepared. |
Six Months | Twelve Months | |||||||
Ended | Ended | |||||||
30 September | 31 March | |||||||
Australia | 2006 | 2006(1) | ||||||
Number of claims filed |
218 | 346 | ||||||
Number of claims dismissed |
73 | 97 | ||||||
Number of claims settled or otherwise resolved |
206 | 405 | ||||||
Average settlement amount per settled claim |
A$ | 146,177 | A$ | 151,883 | ||||
Average settlement amount per settled claim |
US$ | 109,373 | US$ | 114,322 |
F-20
Six Months | Twelve Months | |||||||
Ended | Ended | |||||||
30 September | 31 March | |||||||
Unknown Court Not Identified | 2006 | 2006(1) | ||||||
Number of claims filed |
| 6 | ||||||
Number of claims dismissed |
2 | 10 | ||||||
Number of claims settled or otherwise resolved |
2 | 12 | ||||||
Average settlement amount per settled claim |
A$ | 7,356 | A$ | 198,892 | ||||
Average settlement amount per settled claim |
US$ | 5,504 | US$ | 149,706 |
Six Months | Twelve Months | |||||||
Ended | Ended | |||||||
30 September | 31 March | |||||||
USA | 2006 | 2006(1) | ||||||
Number of claims filed |
| | ||||||
Number of claims dismissed |
1 | | ||||||
Number of claims settled or otherwise resolved |
| | ||||||
Average settlement amount per settled claim |
A$ | | A$ | | ||||
Average settlement amount per settled claim |
US$ | | US$ | |
As of | As of | |||||||||||||||||||
30 September | 31 March | |||||||||||||||||||
2006 | 2006(1) | 2005 | 2004 | 2003 | ||||||||||||||||
Number of open claims at beginning of period |
586 | 749 | 743 | 814 | 671 | |||||||||||||||
Number of new claims |
218 | 352 | 496 | 380 | 409 | |||||||||||||||
Number of closed claims |
284 | 524 | 490 | 451 | 266 | |||||||||||||||
Number of open claims at period-end |
520 | 577 | 749 | 743 | 814 | |||||||||||||||
Average settlement amount per settled claim |
A$ | 144,843 | A$ | 153,236 | A$ | 157,223 | A$ | 167,450 | A$ | 201,200 | ||||||||||
Average settlement amount per case closed |
A$ | 106,082 | A$ | 121,945 | A$ | 129,949 | A$ | 117,327 | A$ | 177,752 | ||||||||||
Average settlement amount per settled claim |
US$ | 108,375 | US$ | 115,341 | US$ | 116,298 | US$ | 116,127 | US$ | 112,974 | ||||||||||
Average settlement amount per case closed |
US$ | 79,373 | US$ | 91,788 | US$ | 96,123 | US$ | 81,366 | US$ | 99,808 |
(1) | Information only includes claims data for the 11 months ended 28 February 2006. Claims data for the 12 months ended 31 March 2006 was not available at the time our financial statements were prepared. |
F-21
On 26 October 2004, the Company, the Foundation and KPMG Actuaries entered into an agreement under which the Company would be entitled to obtain a copy of the actuarial report prepared by KPMG Actuaries in relation to the claims liabilities of the Foundation and Amaba and Amaca, and would be entitled to publicly release the final version of such reports. Under the terms of the FFA, but subject to it being implemented, the Company has obtained similar rights of access to actuarial information produced for the SPF by the actuary to be appointed by the SPF (the Approved Actuary). The Companys future disclosures with respect to claims statistics is subject to it obtaining such information from the Approved Actuary. The Company has had no general right (and has not obtained any right under the FFA) to audit or otherwise require independent verification of such information or the methodologies to be adopted by the Approved Actuary. As a result, the Company cannot make any representations or warranties as to the accuracy or completeness of the actuarial information disclosed herein or that may be disclosed in the future. | ||
SCI and Other Related Expenses | ||
The Company has incurred substantial costs associated with the Special Commission of Inquiry (SCI) and may incur material costs in the future related to the SCI or subsequent legal proceedings. The following are the components of SCI and other related expenses: |
Three Months | Six Months | |||||||||||||||
Ended 30 September | Ended 30 September | |||||||||||||||
(Millions of US dollars) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
ASIC investigation |
$ | 0.2 | $ | | $ | 0.3 | $ | 0.2 | ||||||||
Resolution advisory fees |
1.5 | 3.3 | 2.9 | 5.7 | ||||||||||||
Funding advice |
0.2 | 1.4 | 0.4 | 4.0 | ||||||||||||
Other |
1.3 | | 2.0 | | ||||||||||||
Total SCI and other related expenses |
$ | 3.2 | $ | 4.7 | $ | 5.6 | $ | 9.9 | ||||||||
Australian Securities and Investments Commission Investigation (ASIC) ASIC has announced that it is conducting an investigation into the events examined by the SCI, without limiting itself to the evidence compiled by the SCI. ASIC has served notices to produce relevant documents upon the Company and various directors and officers of the Company and upon certain of the Companys advisers and auditors at the time of the separation and restructure transactions described in the Companys annual report at 31 March 2006. ASIC has also served notices requiring the Company and ABN 60 to produce certain computerised information and requiring certain current and former directors and officers of ABN 60 or the Company to present themselves for examination by ASIC delegates. So far as the Company is aware, individuals who have been required to attend such examinations have done so. To date, ASIC has announced that it is investigating various matters, but it has not specified the particulars of alleged contraventions under investigation, nor has it announced that it has reached any conclusion that any person or entity has contravened any relevant law. |
||
To assist ASICs investigation, the Australian Federal Government enacted legislation to abrogate the legal professional privilege which would otherwise have attached to certain documents relevant to matters under investigation or to any future civil proceedings to be taken. The legislation is set out in the James Hardie (Investigations and Proceedings) Act 2004. | ||
The Company may incur liability to cover the costs of current or former directors, officers or employees of the James Hardie Group to the extent that those costs are covered by indemnity arrangements granted by the Company to those persons. To date, claims have been received from certain current or former officers in relation to the ASIC investigation, and in relation to the examination of these officers by ASIC delegates, the amount of which cannot be assessed at present. In relation to these claims and any others that may arise, the Company may be reimbursed in whole or in part under directors and officers insurance policies maintained by the Company. |
F-22
Financial Position of the Foundation | ||
On the basis of the then current cash and financial position of the Foundations subsidiaries (Amaca and Amaba) and following the Companys entry into the Heads of Agreement, the applications previously made to the Supreme Court of NSW by the Foundation for the appointment of a provisional liquidator to the Foundations subsidiaries were dismissed with the Foundations consent. Such applications have now been rendered unnecessary by the passage of the civil liability release legislation described above. | ||
The potential for Amaba, Amaca or ABN 60 to be placed into insolvency has been further reduced by legislation passed in NSW (the James Hardie Former Subsidiaries (Winding Up and Administration) Act 2005), parts of which came into force on 2 December 2005 and which will, when fully effective, replace the James Hardie Former Subsidiaries (Special Provisions) Act 2005. That legislation maintains the status quo of Amaca, Amaba and ABN 60, including by providing for a statutory form of administration for those entities so as to prevent them being placed into administration or liquidation under the provisions of the Australian Corporations Act which would usually apply to an insolvent Australian company. The legislation also sought to ensure that the directors of those entities would not seek to remove the assets or the register of shares in those entities outside New South Wales. | ||
James Hardie has offered to provide interim funding to Amaca in the event that Amacas finances are otherwise exhausted before the FFA is implemented in full. The commercial terms of such funding have been settled and it is expected that James Hardie will enter into interim funding documentation during November 2006. | ||
The Company believes it is possible that future costs related to the Companys implementation of the FFA may be material. | ||
Environmental and Legal | ||
The operations of the Company, like those of other companies engaged in similar businesses, are subject to a number of federal, state and local laws and regulations on air and water quality, waste handling and disposal. The Companys policy is to accrue for environmental costs when it is determined that it is probable that an obligation exists and the amount can be reasonably estimated. In the opinion of management, based on information presently known except as set forth above, the ultimate liability for such matters should not have a material adverse effect on either the Companys consolidated financial position, results of operations or cash flows. | ||
The Company is involved from time to time in various legal proceedings and administrative actions incidental or related to the normal conduct of its business. Although it is impossible to predict the outcome of any pending legal proceeding, management believes that such proceedings and actions should not, except as it relates to asbestos as described above, individually or in the aggregate, have a material adverse effect on its consolidated financial position, statement of income or cash flows. | ||
8. | Short and Long-Term Debt | |
The Companys credit facilities currently consists of 364-day facilities in the amount of US$110.0 million, of which US$55.0 million matures in June 2007 and US$55.0 million matures in December 2007. The Company is in the process of completing the extension of the June 2007 maturity to December 2007. The Company also has term facilities in the amount of US$245.0 million, of which US$110.0 million matures in December 2006 and US$135.0 million matures in March 2007. The Company is in the process of completing the extension of the December 2006 maturity to March 2007. For both facilities, interest is calculated at the commencement of each draw-down period based on the US$ London Interbank Offered Rate (LIBOR) plus the margins of individual lenders, and is payable at the end of each draw-down period. During the three months ended 30 September 2006 and 2005, the Company paid US$0.2 million and US$0.3 million, respectively, and US$0.4 million and US$0.3 million for the six months ended 30 September |
F-23
2006 and 2005, respectively, in commitment fees. At 30 September 2006, there was US$135.0 million drawn under the combined facilities and US$220.0 million was available. | ||
The Company anticipates being able to meet its payment obligations from: |
- existing cash and unutilised committed facilities; | |||
- net operating cash flow during the current year; | |||
- an extension of the term of existing credit facilities; and | |||
- the addition of proposed new funding facilities. |
Upon satisfaction of the conditions precedent to the full implementation of the FFA, including lender approval, the maturity date of the US$245.0 million term facilities will be automatically extended until June 2010. However, if the conditions precedent to the full implementation of the FFA are not satisfied, the Company may not be able to renew its credit facilities on substantially similar terms, or at all; it may have to pay additional fees and expenses that it might not have to pay under normal circumstances; and it may have to agree to terms that could increase the cost of its debt structure. | ||
Additionally, in March 2006, RCI Pty Ltd (RCI), a wholly owned subsidiary of the Company, received an amended assessment from the ATO. RCI is appealing this amended assessment. On 5 July 2006, pursuant to an agreement negotiated with the ATO and in accordance with the ATO Receivable Policy, the Company made a payment of A$189.0 million (US$141.4 million) being 50% of the amended assessment, and guaranteed the remaining unpaid 50% of the amended assessment, pending the outcome of the appeal of the amended assessment. The Company also agreed to pay general interest charges accruing on the unpaid balance of the amended assessment in arrears on a quarterly basis. Even if the Company is ultimately successful in its appeal and the cash deposit is refunded, this procedural requirement to post a cash deposit was material and adversely affected the Companys financial position and liquidity. See Note 9 below for additional information. | ||
At 30 September 2006, management believes that the Company was in compliance with all restrictive covenants contained in its credit facility agreements. Under the most restrictive of these covenants, the Company is required to maintain certain ratios of debt to equity and net worth and levels of earnings before interest and taxes and has limits on how much it can spend on an annual basis in relation to asbestos payments to either Amaca, Amaba or ABN 60. | ||
Long-term debt comprised US$ non-collateralised notes which formed part of a seven tranche private placement facility which provided for maximum borrowings of US$165.0 million. Principal repayments were due in seven installments that commenced on 5 November 2004 and was to end on 5 November 2013. The tranches had fixed interest rates of 6.86%, 6.92%, 6.99%, 7.05%, 7.12%, 7.24% and 7.42%. Interest was payable 5 May and 5 November each year. | ||
As a result of recording the asbestos provision at 31 March 2006, and the Supervisory Boards approval on 12 May 2006 of the recording of this provision, the Company would not have been in compliance with certain of the restrictive covenants in respect of the US$ non-collateralised notes. However, under the terms of the non-collateralised notes agreement, prepayment of these notes was permitted, and on 28 April 2006 the Company issued a notice to all noteholders to prepay in full all outstanding notes on 8 May 2006. On that date, the US$ non-collateralised notes were prepaid in full, incurring a make-whole payment of US$6.0 million. This make-whole payment is included in interest expense in the condensed consolidated statements of income. |
F-24
9. | Amended ATO Assessment | |
As discussed above, in March 2006, RCI received an amended assessment from the ATO in respect of RCIs income tax return for the year ended 31 March 1999. The amended assessment relates to the amount of net capital gains arising as a result of an internal corporate restructure carried out in 1998 and has been issued pursuant to the discretion granted to the Commissioner of Taxation under Part IVA of the Income Tax Assessment Act 1936. The original amended assessment issued to RCI was for a total of A$412.0 million. However, after a subsequent remission of general interest charges by the ATO, the total was revised to A$378.0 million and is comprised of the following: |
(Millions of dollars) | US$ | A$ | ||||||
Primary tax after allowable credits |
$ | 128.7 | A$ | 172.0 | ||||
Penalties (1) |
32.2 | 43.0 | ||||||
General interest charges |
121.9 | 163.0 | ||||||
Total amended assessment |
$ | 282.8 | A$ | 378.0 | ||||
(1) | Represents 25% of primary tax |
In late 2005, the Tax Laws Amendment (Improvements to Self Assessment Act (No. 2)) 2005 of Australia (the ROSA Act) went into effect. Prior to the ROSA Act becoming law, the ATO had the power to amend earlier tax assessments to give effect to a determination under the general anti- avoidance provisions of the tax legislation, Part IVA, within six years after the date on which tax became due and payable under the earlier assessment. The ROSA Act changed this period from six to four years. Unlike the other changes made by the ROSA Act to the ATOs powers to amend earlier assessments (which apply only to the 2005 and later tax years), the changes to Part IVA operated immediately from royal assent on 15 December 2005. The amended assessment was issued to RCI to give effect to a Part IVA determination after the ROSA Act became law, but was issued after the four year period had expired (although just before the old six year period had expired). On 30 June 2006, Tax Laws Amendments (2006 Measures No. 3) 2006 of Australia (TLA No. 3) was enacted. TLA No. 3 retrospectively ensures that the relevant Part IVA changes only take effect from the 2005 and later tax years. The consequence of TLA No. 3 is that the amended assessment is not invalid. | ||
On 23 June 2006, following negotiation with the ATO regarding payment options for the amended assessment, the Company was advised by the ATO that, in accordance with the ATO Receivable policy, it is able to make a payment of 50% of the A$378.0 million (US$282.8 million), being A$189.0 million (US$ 141.4 million), and provide a guarantee from James Hardie Industries N.V. in favour of the ATO for the remaining unpaid 50% of the amended assessment, pending outcome of the appeal of the amended assessment. Following enactment of TLA No. 3, payment of 50% of the amended assessment became due and was paid on 5 July 2006. The Company also agreed to pay general interest charges accruing on the unpaid balance of the amended assessment in arrears on a quarterly basis. The first payment of accrued general interest charges was due 15 October 2006, in respect of the quarter ended 30 September 2006. | ||
RCI strongly disputes the amended assessment and is pursuing all avenues of objection and appeal to contest the ATOs position in this matter. The ATO has confirmed that RCI has a reasonably arguable position that the amount of net capital gains arising as a result of the corporate restructure carried out in 1998 has been reported correctly in the fiscal year 1999 tax return and that Part IVA does not apply. As a result, the ATO reduced the amount of penalty from an automatic 50% of primary tax that would otherwise apply in these circumstances, to 25% of primary tax. In Australia, a reasonably arguable position means that the tax position is about as likely to be correct as it is not correct. The Company and RCI received legal and tax advice at the time of the transaction, during the ATO enquiries and following receipt of the amended assessment. The Company believes that the |
F-25
tax position reported in RCIs tax return for the 1999 fiscal year will be upheld on appeal. Accordingly, at this time, the Company is unable to determine with any certainty whether any amount will ultimately become payable by RCI. Therefore, the Company believes that the probable requirements under SFAS No. 5, Accounting for Contingencies, for recording a liability have not been met and therefore it has not recorded any liability at 30 September 2006 for the remainder of the amended assessment. | ||
The Company expects that amounts paid on 5 July 2006 (or any later time) would be recovered by RCI (with interest) at the time RCI is successful in its appeal against the amended assessment. As a result, the Company has treated the payment on 5 July 2006 as a deposit and it is the Companys intention to treat any payments to be made at a later date as a deposit. | ||
The general interest charges (GIC) of A$163.0 million (US$121.9 million) are an allowable expense for corporate tax in Australia. As such the Company will claim an allowable deduction in the same amount on its income tax return for the year ended 31 March 2006 to be filed with the ATO. However, a deferred tax asset in relation to this amount has not been recognised in the condensed consolidated financial statements at 30 September 2006 because the Company believes the GIC will be reversed once the appeal against the amended assessment has been settled in RCIs favour. | ||
During the three month period ended 30 September 2006, the Company recorded an A$9.9 million (US$7.4 million) tax benefit from the expiration of the relevant statute of limitation related to an uncertain income tax position. | ||
10. | Stock-Based Compensation | |
At 30 September 2006, the Company had the following stock-based compensation plans: the Executive Share Purchase Plan; the Managing Board Transitional Stock Option Plan; the 2001 Equity Incentive Plan; one Stock Appreciation Rights Plan; the Supervisory Board Share Plan 2006 and the Long-Term Incentive Plan. As of 30 September 2006, the Company has no units outstanding under the following stock-based compensation plans: Peter Donald Macdonald Share Option Plan; Peter Donald Macdonald Share Option Plan 2001; Peter Donald Macdonald Share Option Plan 2002; and Key Management Shadow Stock Incentive Plan. | ||
The Company accounts for stock options using the fair value provisions of SFAS No. 123R, which requires the Company to value stock options issued based upon an option-pricing model and recognise this value as compensation expense over the periods in which the options vest. | ||
The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. Compensation expense arising from stock option grants as determined using the Black-Scholes model was US$1.2 million and US$0.9 million for the three months ended 30 September 2006 and 2005, respectively, and US$2.7 million and US$1.9 million for the six months ended 30 September 2006 and 2005, respectively. As of 30 September 2006, the unrecorded deferred stock-based compensation balance related to stock options was US$6.7 million after estimated forfeitures and will be recognised over an estimated weighted average amortisation period of 1.5 years. | ||
Managing Board Transitional Stock Option Plan | ||
The Managing Board Transitional Stock Option Plan provides an incentive to the members of the Managing Board. The maximum number of ordinary shares that may be issued and outstanding or subject to outstanding options under this plan shall not exceed 1,380,000 shares. At 30 September 2006, there were 1,320,000 options outstanding under this plan. | ||
On 22 November 2005, the Company granted options to purchase 1,320,000 shares of the Companys common stock at an exercise price per share equal to A$8.53 to the Managing Directors |
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under the Managing Board Transitional Stock Option Plan. As set out in the plan rules, the exercise price and the number of shares available on exercise may be adjusted on the occurrence of certain events, including new issues, share splits, rights issues and capital reconstructions. 50% of these options become exercisable on the first business day on or after 22 November 2008, if the total shareholder returns (TSR) (essentially its dividend yield and common stock performance) from 22 November 2005 to that date were at least equal to the median TSR for the companies comprising the Companys peer group, as set out in the plan. In addition, for each 1% increment that the Companys TSR is above the median TSR an additional 2% of the options become exercisable. If any options remain unvested on the last business day of each six month period following 22 November 2008 and 22 November 2010, the Company will reapply the vesting criteria to those options on that business day. | ||
2001 Equity Incentive Plan | ||
On 19 October 2001 (the grant date), JHI NV granted a total of 5,468,829 stock options under the JHI NV 2001 Equity Incentive Plan (the 2001 Equity Incentive Plan) to key US executives in exchange for their previously granted Key Management Equity Incentive Plan (KMEIP) shadow shares that were originally granted in November 2000 and 1999 by JHIL. These options may be exercised in five equal tranches (20% each year) starting with the first anniversary of the original shadow share grant. |
October 2001 | ||||||||||||
Original | Number | Option | ||||||||||
Original Shadow | Exercise | of Options | Expiration | |||||||||
Share Grant Date | Price | Granted | Date | |||||||||
November 1999 |
A$ | 3.82 | 1,968,544 | November 2009 | ||||||||
November 2000 |
A$ | 3.78 | 3,500,285 | November 2010 |
As set out in the plan rules, the exercise prices and the number of shares available on exercise may be adjusted on the occurrence of certain events, including new issues, share splits, rights issues and capital reconstructions. Consequently, the exercise price was reduced by A$0.21, A$0.38 and A$0.10 for the November 2003, November 2002 and December 2001 returns of capital, respectively. | ||
Under the 2001 Equity Incentive Plan, additional grants have been made at fair market value to management and other employees of the Company, as follows: |
Original | Number | Option | ||||||||||
Share Grant | Exercise | of Options | Expiration | |||||||||
Date | Price | Granted | Date | |||||||||
December 2001 |
A$ | 5.65 | 4,248,417 | December 2011 | ||||||||
December 2002 |
A$ | 6.66 | 4,037,000 | December 2012 | ||||||||
December 2003 |
A$ | 7.05 | 6,179,583 | December 2013 | ||||||||
December 2004 |
A$ | 5.99 | 5,391,100 | December 2014 | ||||||||
February 2005 |
A$ | 6.30 | 273,000 | February 2015 | ||||||||
December 2005 |
A$ | 8.90 | 5,224,100 | December 2015 | ||||||||
March 2006 |
A$ | 9.50 | 40,200 | March 2016 |
Each option confers the right to subscribe for one ordinary share in the capital of JHI NV. The options may be exercised as follows: 25% after the first year; 25% after the second year; and 50% after the third year. All unexercised options expire 10 years from the date of issue or 90 days after the employee ceases to be employed by the Company. Also, as set out in the plan rules, the |
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exercise prices and the number of shares available on exercise may be adjusted on the occurrence of certain events, including new issues, share splits, rights issues and capital reconstructions. | ||
Consequently, the exercise price on the December 2002 and December 2001 option grants were reduced by A$0.21 for the November 2003 return of capital and the December 2001 option grant was reduced by A$0.38 for the November 2002 return of capital. | ||
The Company is authorised to issue 45,077,100 shares under the 2001 Equity Incentive Plan. The following table summarises the shares available for grant under this plan: |
30 September | 31 March | |||||||
Shares Available for Grant | 2006 | 2006 | ||||||
Shares available at 1 April |
19,776,233 | 24,340,258 | ||||||
Awards granted |
| (5,264,300 | ) | |||||
Options forfeited |
751,625 | 700,275 | ||||||
Shares available at end of period |
20,527,858 | 19,776,233 | ||||||
The following table shows the movement in all of the Companys outstanding options: |
30 September | 31 March | |||||||||||||||
(In Australian dollars) | 2006 | 2006 | ||||||||||||||
Weighted | Weighted | |||||||||||||||
Average | Average | |||||||||||||||
Number | Exercise | Number | Exercise | |||||||||||||
of Shares | Price | of Shares | Price | |||||||||||||
Outstanding at beginning of period |
19,513,257 | A$ | 6.99 | 20,128,610 | A$ | 5.75 | ||||||||||
Granted |
| | 6,584,300 | 8.83 | ||||||||||||
Exercised |
(428,934 | ) | 5.99 | (3,925,378 | ) | 4.79 | ||||||||||
Forfeited |
(751,625 | ) | 7.21 | (3,274,275 | ) | 5.68 | ||||||||||
Outstanding at end of period |
18,332,698 | A$ | 7.01 | 19,513,257 | A$ | 6.99 | ||||||||||
Options exercisable at end of period |
6,830,338 | A$ | 5.84 | 7,234,897 | A$ | 5.82 | ||||||||||
The total intrinsic value of stock options exercised for the three months ended 30 September 2006 and 2005 was A$0.6 million and A$3.2 million, respectively, and A$0.7 million and A$7.2 million for the six months ended 30 September 2006 and 2005, respectively. Windfall tax benefits realised in the United States from exercised stock options and included in financing activities in the condensed consolidated statements of cash flows was US$0.1 million and US$1.3 million for the six months ended 30 September 2006 and 2005, respectively. |
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(In Australian dollars) | Options Outstanding | Options Exercisable | ||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Number | Remaining | Weighted | Number | Weighted | ||||||||||||||||
Outstanding | Contractual | Average | Exercisable | Average | ||||||||||||||||
Range of | at 30 September | Life (in | Exercise | at 30 September | Exercise | |||||||||||||||
Exercise Price | 2006 | Years) | Price | 2006 | Price | |||||||||||||||
A$3.09 |
773,750 | 4.1 | A$ | 3.09 | 773,750 | A$ | 3.09 | |||||||||||||
3.13 |
257,113 | 3.1 | 3.13 | 257,113 | 3.13 | |||||||||||||||
5.06 |
997,590 | 5.1 | 5.06 | 997,590 | 5.06 | |||||||||||||||
5.99 |
4,176,350 | 8.2 | 5.99 | 956,900 | 5.99 | |||||||||||||||
6.30 |
273,000 | 8.4 | 6.30 | 68,250 | 6.30 | |||||||||||||||
6.45 |
1,917,500 | 6.2 | 6.45 | 1,917,500 | 6.45 | |||||||||||||||
7.05 |
3,704,720 | 7.2 | 7.05 | 1,842,360 | 7.05 | |||||||||||||||
8.53 |
1,320,000 | 9.1 | 8.53 | | | |||||||||||||||
8.90 |
4,872,475 | 9.2 | 8.90 | 16,875 | 8.90 | |||||||||||||||
9.50 |
40,200 | 9.4 | 9.50 | | | |||||||||||||||
A$3.09 to A$9.50 |
18,332,698 | 7.7 | A$ | 7.01 | 6,830,338 | A$ | 5.84 | |||||||||||||
Options exercisable at 30 September 2006 had an aggregate intrinsic value of A$13.8 million and a weighted average remaining contractual term of 7.7 years. | ||
Supervisory Board Share Plan | ||
At the 2002 Annual General Meeting, the shareholders approved a Supervisory Board Share Plan (SBSP), which required that all non-executive directors on the Joint Board and Supervisory Board receive shares of the Companys common stock as payment for a portion of their director fees. The SBSP required that the directors take at least US$10,000 of their fees in shares and allowed directors to receive additional shares in lieu of fees in their discretion. Shares issued under the US$10,000 compulsory component of the SBSP are subject to a two-year escrow that requires members of the Supervisory Board to retain those shares for at least two years following issue. The issue price for the shares is the market value at the time of issue. No loans will be entered into by the Company in relation to the grant of shares pursuant to the SBSP. | ||
Supervisory Board Share Plan 2006 | ||
At the 2006 Annual General Meeting, the Companys shareholders approved the replacement of its Supervisory Board Share Plan (SBSP) with a new plan called the Supervisory Board Share Plan 2006 (SBSP 2006). Participation by members of the Supervisory Board in the SBSP 2006 is not mandatory. The SBSP 2006 allows the Company to issue new shares or acquire shares on the market on behalf of the participant. The total remuneration of a Supervisory Board member will take into account any participation in the SBSP 2006 and shares under the SBSP 2006 will be issued no later than three years after the passing of the resolution approving the SBSP 2006. | ||
Long-Term Incentive Plan | ||
At the 2006 Annual General Meeting, the Companys shareholders approved the establishment of a Long-Term Incentive Plan (LTIP) to provide incentives to members of the Companys Managing Board and to certain members of its management (Executives). The shareholders also approved, in accordance with certain LTIP rules, the issue of certain options or other rights over, or interest in, ordinary fully-paid shares in the Company (Shares), the issue and/or transfer of Shares under them, and the grant of cash awards to members of our Managing Board and to Executives. At the same meeting, the shareholders approved participation in the LTIP and issue of options to Messrs |
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US$ | A$ | NZ$ | Other (1) | |||||||||||||
Net sales |
84.4 | % | 10.2 | % | 3.1 | % | 2.3 | % | ||||||||
Cost of goods sold |
84.0 | % | 10.8 | % | 2.8 | % | 2.4 | % | ||||||||
Expenses(2) |
53.3 | % | 40.8 | % | 1.6 | % | 4.3 | % | ||||||||
Liabilities (excluding borrowings)(2) |
31.9 | % | 65.7 | % | 1.5 | % | 0.9 | % |
(1) | Comprises Philippine pesos and Euros. | |
(2) | Includes A$1.0 billion of asbestos provision which is denominated in Australian dollars and initially recorded in the fourth quarter of fiscal year 2006. |
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expectations that the conditions precedent to the Final Funding Agreement will be satisfied; | |
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expectations about payments to a special purpose fund for the compensation of proven asbestos-related personal injury and death claims; | |
-
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expectations concerning the Australian Taxation Office amended assessment; | |
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expectations that the Companys credit facilities will be extended or renewed; | |
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projections of the Companys results of operations or financial condition; | |
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statements regarding the Companys plans, objectives or goals, including those relating to competition, acquisitions, dispositions and the Companys products; | |
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statements about the Companys future performance; and | |
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statements about product or environmental liabilities. |
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