Exhibit 99.5
James Hardie Industries SE
and Subsidiaries
Consolidated Financial Statements
as of and for the Year Ended 31 March 2010
F-1
James
Hardie Industries SE and Subsidiaries
Index
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Page |
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Item 1.
Financial Statements |
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Report of Independent Registered Public Accounting Firm |
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F-3 |
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Consolidated Balance Sheets as of 31 March 2010 and 2009 |
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F-4 |
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Consolidated Statements of Operations for the Years Ended 31 March 2010, 2009 and 2008 |
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F-5 |
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Consolidated Statements of Cash Flows for the Years Ended 31 March 2010, 2009 and 2008 |
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F-7 |
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Consolidated Statements of Changes in Shareholders Deficit for the Years Ended 31 March 2010, 2009 and 2008 |
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F-9 |
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Notes to Consolidated Financial Statements |
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F-10 |
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F-2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
James Hardie Industries SE
We have audited the accompanying consolidated balance sheets of James Hardie Industries SE and
Subsidiaries (formerly James Hardie Industries N.V. and Subsidiaries) as of 31 March 2010 and
2009, and the related consolidated statements of operations, changes in shareholders deficit, and
cash flows for the years then ended. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements
based on our audits. The financial statements of James Hardie Industries SE and Subsidiaries for
the year ended 31 March 2008, were audited by other auditors whose report dated 19 May 2008,
expressed an unqualified opinion on those statements.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. We were not engaged to perform an audit of the Companys internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of James Hardie Industries SE and Subsidiaries at 31
March 2010 and 2009, and the consolidated results of their operations and their cash flows for the
years then ended in conformity with U.S. generally accepted accounting principles.
Orange County, California
27 May 2010
F-3
Item 1. Financial Statements
James Hardie Industries SE and Subsidiaries
Consolidated Balance Sheets
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(Millions of |
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(Millions of |
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US dollars) |
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Australian dollars) |
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31 March |
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31 March |
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31 March |
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31 March |
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2010 |
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2009 |
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2010 |
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2009 |
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(Unaudited) |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
19.2 |
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$ |
42.4 |
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A$ |
21.0 |
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A$ |
61.7 |
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Restricted cash and cash equivalents |
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0.6 |
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0.3 |
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0.7 |
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0.4 |
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Restricted cash and cash equivalents Asbestos |
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44.5 |
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45.4 |
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48.6 |
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66.1 |
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Restricted short-term investments Asbestos |
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13.3 |
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52.9 |
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14.5 |
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77.0 |
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Accounts and other receivables, net of allowance for
doubtful accounts of $2.3 million (A$2.5 million) and
$1.4 million (A$2.0 million) as of 31 March 2010
and 31 March 2009, respectively |
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155.0 |
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111.4 |
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169.2 |
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162.1 |
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Inventories |
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149.1 |
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128.9 |
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162.8 |
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187.6 |
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Prepaid expenses and other current assets |
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25.6 |
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20.4 |
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28.0 |
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29.7 |
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Insurance receivable Asbestos |
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16.7 |
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12.6 |
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18.2 |
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18.3 |
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Workers compensation Asbestos |
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0.1 |
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0.6 |
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0.1 |
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0.9 |
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Deferred income taxes |
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24.0 |
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25.5 |
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26.2 |
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37.1 |
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Deferred income taxes Asbestos |
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16.4 |
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12.3 |
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17.9 |
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17.9 |
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Total current assets |
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464.5 |
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452.7 |
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507.2 |
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658.8 |
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Restricted cash and cash equivalents |
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4.7 |
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5.0 |
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5.1 |
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7.3 |
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Property, plant and equipment, net |
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710.6 |
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700.8 |
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775.9 |
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1,019.8 |
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Insurance receivable Asbestos |
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185.1 |
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149.0 |
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202.1 |
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216.9 |
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Workers compensation Asbestos |
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98.8 |
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73.8 |
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107.9 |
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107.4 |
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Deferred income taxes |
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3.2 |
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2.1 |
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3.5 |
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3.1 |
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Deferred income taxes Asbestos |
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420.0 |
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333.2 |
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458.6 |
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484.8 |
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Deposit with Australian Taxation Office |
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247.2 |
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173.5 |
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269.9 |
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252.5 |
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Other assets |
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44.7 |
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1.6 |
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48.8 |
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2.3 |
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Total assets |
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$ |
2,178.8 |
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$ |
1,891.7 |
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A$ |
2,379.0 |
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A$ |
2,752.9 |
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Liabilities and Shareholders Deficit |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
100.9 |
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$ |
89.1 |
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A$ |
110.2 |
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A$ |
129.7 |
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Short-term debt |
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93.3 |
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135.8 |
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Current portion of long-term debt |
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95.0 |
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103.7 |
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Accrued payroll and employee benefits |
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42.1 |
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35.5 |
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46.0 |
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51.7 |
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Accrued product warranties |
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6.7 |
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7.4 |
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7.3 |
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10.8 |
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Income taxes payable |
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34.9 |
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1.4 |
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38.1 |
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2.0 |
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Asbestos liability |
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106.7 |
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78.2 |
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116.5 |
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113.8 |
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Workers compensation Asbestos |
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0.1 |
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0.6 |
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0.1 |
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0.9 |
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Other liabilities |
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27.7 |
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9.5 |
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30.2 |
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13.8 |
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Total current liabilities |
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414.1 |
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315.0 |
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452.1 |
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458.5 |
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Long-term debt |
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59.0 |
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230.7 |
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64.4 |
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335.7 |
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Deferred income taxes |
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113.5 |
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93.8 |
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123.9 |
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136.5 |
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Accrued product warranties |
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18.2 |
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17.5 |
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19.9 |
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25.5 |
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Asbestos liability |
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1,512.5 |
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1,206.3 |
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1,651.5 |
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1,755.4 |
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Workers compensation Asbestos |
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98.8 |
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73.8 |
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107.9 |
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107.4 |
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Other liabilities |
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80.6 |
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63.3 |
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88.0 |
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92.1 |
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Total liabilities |
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2,296.7 |
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2,000.4 |
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A$ |
2,507.7 |
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A$ |
2,911.1 |
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Commitments and contingencies (Note 13) |
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Shareholders deficit: |
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Common stock, Euro 0.59 par value, 2.0 billion
shares authorised; 434,524,879 shares issued
at 31 March 2010 and 432,263,720 shares
issued at 31 March 2009 |
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221.1 |
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219.2 |
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Additional paid-in capital |
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39.5 |
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22.7 |
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Accumulated deficit |
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(437.7 |
) |
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(352.8 |
) |
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Accumulated other comprehensive income |
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59.2 |
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2.2 |
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Total shareholders deficit |
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(117.9 |
) |
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(108.7 |
) |
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Total liabilities and shareholders deficit |
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$ |
2,178.8 |
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$ |
1,891.7 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Operations
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Years Ended 31 March |
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(Millions of US dollars, except per share data) |
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2010 |
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2009 |
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2008 |
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Net sales |
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$ |
1,124.6 |
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$ |
1,202.6 |
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$ |
1,468.8 |
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Cost of goods sold |
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(708.5 |
) |
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(813.8 |
) |
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(938.8 |
) |
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Gross profit |
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416.1 |
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388.8 |
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530.0 |
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Selling, general and administrative expenses |
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(185.8 |
) |
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(208.8 |
) |
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(228.2 |
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Research and development expenses |
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(27.1 |
) |
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(23.8 |
) |
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(27.3 |
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Impairment charges |
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(71.0 |
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Asbestos adjustments |
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(224.2 |
) |
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17.4 |
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(240.1 |
) |
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Operating (loss) income |
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(21.0 |
) |
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173.6 |
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(36.6 |
) |
Interest expense |
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(7.7 |
) |
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(11.2 |
) |
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(11.1 |
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Interest income |
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3.7 |
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8.2 |
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12.2 |
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Other income (expense) |
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6.3 |
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(14.8 |
) |
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(Loss) income before income taxes |
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(18.7 |
) |
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|
155.8 |
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(35.5 |
) |
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Income tax expense |
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(66.2 |
) |
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(19.5 |
) |
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(36.1 |
) |
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Net (loss) income |
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$ |
(84.9 |
) |
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$ |
136.3 |
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$ |
(71.6 |
) |
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Net (loss) income per share basic |
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$ |
(0.20 |
) |
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$ |
0.32 |
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$ |
(0.16 |
) |
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Net (loss) income per share diluted |
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$ |
(0.20 |
) |
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$ |
0.31 |
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$ |
(0.16 |
) |
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Weighted average common shares outstanding (Millions): |
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Basic |
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433.1 |
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|
432.3 |
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|
455.0 |
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Diluted |
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|
433.1 |
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|
434.5 |
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|
455.0 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
James
Hardie Industries SE and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
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Years ended 31 March |
|
(Millions of Australian dollars, except per share data) |
|
2010 |
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2009 |
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2008 |
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Net sales |
|
A$ |
1,321.3 |
|
|
A$ |
1,515.3 |
|
|
A$ |
1,689.6 |
|
Cost of goods sold |
|
|
(832.4 |
) |
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|
(1,025.4 |
) |
|
|
(1,079.9 |
) |
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|
|
|
|
|
|
|
|
Gross profit |
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|
488.9 |
|
|
|
489.9 |
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|
|
609.7 |
|
|
|
|
|
|
|
|
|
|
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Selling, general and administrative expenses |
|
|
(218.3 |
) |
|
|
(263.1 |
) |
|
|
(262.5 |
) |
Research and development expenses |
|
|
(31.8 |
) |
|
|
(30.0 |
) |
|
|
(31.4 |
) |
Impairment charges |
|
|
|
|
|
|
|
|
|
|
(81.7 |
) |
Asbestos adjustments |
|
|
(263.4 |
) |
|
|
21.9 |
|
|
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(276.2 |
) |
|
|
|
|
|
|
|
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|
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Operating (loss) income |
|
|
(24.6 |
) |
|
|
218.7 |
|
|
|
(42.1 |
) |
Interest expense |
|
|
(9.0 |
) |
|
|
(14.1 |
) |
|
|
(12.8 |
) |
Interest income |
|
|
4.3 |
|
|
|
10.3 |
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|
|
14.0 |
|
Other income (expense) |
|
|
7.4 |
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|
(18.6 |
) |
|
|
|
|
|
|
|
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|
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|
(Loss) income before income taxes |
|
|
(21.9 |
) |
|
|
196.3 |
|
|
|
(40.9 |
) |
|
|
|
|
|
|
|
|
|
|
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|
|
Income tax expense |
|
|
(77.8 |
) |
|
|
(24.6 |
) |
|
|
(41.5 |
) |
|
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|
|
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|
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|
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|
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Net (loss) income |
|
A$ |
(99.7 |
) |
|
|
171.7 |
|
|
A$ |
(82.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
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Net (loss) income per share basic |
|
A$ |
(0.23 |
) |
|
A$ |
0.40 |
|
|
A$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share diluted |
|
A$ |
(0.23 |
) |
|
A$ |
0.40 |
|
|
A$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (Millions): |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
433.1 |
|
|
|
432.3 |
|
|
|
455.0 |
|
Diluted |
|
|
433.1 |
|
|
|
434.5 |
|
|
|
455.0 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(84.9 |
) |
|
$ |
136.3 |
|
|
$ |
(71.6 |
) |
Adjustments to reconcile net (loss) income to net cash provided by
(used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortisation |
|
|
61.7 |
|
|
|
56.4 |
|
|
|
56.5 |
|
Deferred income taxes |
|
|
19.2 |
|
|
|
(58.2 |
) |
|
|
(54.0 |
) |
Pension cost |
|
|
0.1 |
|
|
|
0.7 |
|
|
|
1.0 |
|
Stock-based compensation |
|
|
7.7 |
|
|
|
7.2 |
|
|
|
7.7 |
|
Asbestos adjustments |
|
|
224.2 |
|
|
|
(17.4 |
) |
|
|
240.1 |
|
Tax benefit from stock options exercised |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
Other-than-temporary impairment on investments |
|
|
|
|
|
|
14.8 |
|
|
|
|
|
Impairment charges |
|
|
|
|
|
|
|
|
|
|
71.0 |
|
Other |
|
|
|
|
|
|
|
|
|
|
(3.4 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents |
|
|
14.9 |
|
|
|
69.0 |
|
|
|
44.7 |
|
Restricted short-term investments |
|
|
54.4 |
|
|
|
|
|
|
|
|
|
Payment to the AICF |
|
|
|
|
|
|
(110.0 |
) |
|
|
|
|
Accounts and other receivable |
|
|
(30.1 |
) |
|
|
6.6 |
|
|
|
39.6 |
|
Inventories |
|
|
(12.2 |
) |
|
|
40.3 |
|
|
|
(26.6 |
) |
Prepaid expenses and other assets |
|
|
(48.1 |
) |
|
|
5.7 |
|
|
|
4.9 |
|
Insurance receivable Asbestos |
|
|
14.4 |
|
|
|
16.5 |
|
|
|
16.7 |
|
Accounts payable and accrued liabilities |
|
|
35.4 |
|
|
|
(11.4 |
) |
|
|
2.6 |
|
Asbestos liability |
|
|
(91.0 |
) |
|
|
(91.1 |
) |
|
|
(67.0 |
) |
Deposit with Australian Taxation Office |
|
|
(29.3 |
) |
|
|
(9.9 |
) |
|
|
(9.7 |
) |
ATO settlement payment |
|
|
|
|
|
|
(101.6 |
) |
|
|
|
|
Other accrued liabilities |
|
|
47.6 |
|
|
|
0.9 |
|
|
|
66.8 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
183.1 |
|
|
$ |
(45.2 |
) |
|
$ |
319.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
$ |
(50.5 |
) |
|
$ |
(26.1 |
) |
|
$ |
(38.5 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
$ |
(50.5 |
) |
|
$ |
(26.1 |
) |
|
$ |
(38.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
$ |
|
|
|
$ |
128.8 |
|
|
$ |
7.0 |
|
Repayments of short-term borrowings |
|
|
(93.3 |
) |
|
|
(125.5 |
) |
|
|
|
|
Proceeds from long-term borrowings |
|
|
274.0 |
|
|
|
431.6 |
|
|
|
69.5 |
|
Repayments of long-term borrowings |
|
|
(350.7 |
) |
|
|
(375.4 |
) |
|
|
|
|
Proceeds from issuance of shares |
|
|
10.1 |
|
|
|
0.1 |
|
|
|
3.3 |
|
Tax benefit from stock options exercised |
|
|
0.9 |
|
|
|
|
|
|
|
|
|
Treasury stock purchased |
|
|
|
|
|
|
|
|
|
|
(208.0 |
) |
Dividends paid |
|
|
|
|
|
|
(34.6 |
) |
|
|
(126.2 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
$ |
(159.0 |
) |
|
$ |
25.0 |
|
|
$ |
(254.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
$ |
3.2 |
|
|
$ |
53.3 |
|
|
$ |
(25.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(23.2 |
) |
|
|
7.0 |
|
|
|
1.3 |
|
Cash and cash equivalents at beginning of period |
|
|
42.4 |
|
|
|
35.4 |
|
|
|
34.1 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
19.2 |
|
|
$ |
42.4 |
|
|
$ |
35.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and on hand |
|
$ |
13.1 |
|
|
$ |
8.9 |
|
|
$ |
21.6 |
|
Short-term deposits |
|
|
6.1 |
|
|
|
33.5 |
|
|
|
13.8 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
19.2 |
|
|
$ |
42.4 |
|
|
$ |
35.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest, net of amounts capitalised |
|
$ |
7.4 |
|
|
$ |
7.8 |
|
|
$ |
12.8 |
|
Cash paid during the year for income taxes, net |
|
$ |
48.5 |
|
|
$ |
23.2 |
|
|
$ |
70.4 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-7
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended 31 March |
|
(Millions of Australian dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
A$ |
(99.7 |
) |
|
A$ |
171.7 |
|
|
A$ |
(82.4 |
) |
Adjustments to reconcile net (loss) income to net cash |
|
|
|
|
|
|
|
|
|
|
|
|
provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortisation |
|
|
72.5 |
|
|
|
71.1 |
|
|
|
65.0 |
|
Deferred income taxes |
|
|
22.6 |
|
|
|
(73.3 |
) |
|
|
(62.1 |
) |
Pension cost |
|
|
0.1 |
|
|
|
0.9 |
|
|
|
1.2 |
|
Stock-based compensation |
|
|
9.0 |
|
|
|
9.1 |
|
|
|
8.9 |
|
Asbestos adjustments |
|
|
263.4 |
|
|
|
(21.9 |
) |
|
|
276.2 |
|
Tax benefit from stock options exercised |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
Other-than-temporary impairment on investments |
|
|
|
|
|
|
18.6 |
|
|
|
|
|
Impairment charges |
|
|
|
|
|
|
|
|
|
|
81.7 |
|
Other |
|
|
|
|
|
|
|
|
|
|
(3.9 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents |
|
|
17.5 |
|
|
|
86.9 |
|
|
|
51.4 |
|
Restricted short-term investments |
|
|
63.9 |
|
|
|
|
|
|
|
|
|
Payment to the AICF |
|
|
|
|
|
|
(138.6 |
) |
|
|
|
|
Accounts and other receivable |
|
|
(35.4 |
) |
|
|
8.3 |
|
|
|
45.6 |
|
Inventories |
|
|
(14.3 |
) |
|
|
50.8 |
|
|
|
(30.6 |
) |
Prepaid expenses and other assets |
|
|
(56.5 |
) |
|
|
7.2 |
|
|
|
5.6 |
|
Insurance receivable Asbestos |
|
|
16.9 |
|
|
|
20.8 |
|
|
|
19.2 |
|
Accounts payable and accrued liabilities |
|
|
41.6 |
|
|
|
(14.4 |
) |
|
|
3.0 |
|
Asbestos liability |
|
|
(106.9 |
) |
|
|
(114.8 |
) |
|
|
(77.1 |
) |
Deposit with Australian Taxation Office |
|
|
(34.4 |
) |
|
|
(12.5 |
) |
|
|
(11.2 |
) |
ATO settlement payment |
|
|
|
|
|
|
(128.0 |
) |
|
|
|
|
Other accrued liabilities |
|
|
55.9 |
|
|
|
1.1 |
|
|
|
76.8 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
A$ |
215.1 |
|
|
A$ |
(57.0 |
) |
|
A$ |
367.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
A$ |
(59.3 |
) |
|
A$ |
(32.9 |
) |
|
A$ |
(44.3 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
A$ |
(59.3 |
) |
|
A$ |
(32.9 |
) |
|
A$ |
(44.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
A$ |
|
|
|
A$ |
162.3 |
|
|
A$ |
8.1 |
|
Repayments of short-term borrowings |
|
|
(109.6 |
) |
|
|
(158.1 |
) |
|
|
|
|
Proceeds from long-term borrowings |
|
|
321.9 |
|
|
|
543.8 |
|
|
|
79.9 |
|
Repayments of long-term borrowings |
|
|
(412.0 |
) |
|
|
(473.0 |
) |
|
|
|
|
Proceeds from issuance of shares |
|
|
11.9 |
|
|
|
0.1 |
|
|
|
3.8 |
|
Tax benefit from stock options exercised |
|
|
1.1 |
|
|
|
|
|
|
|
|
|
Treasury stock purchased |
|
|
|
|
|
|
|
|
|
|
(239.3 |
) |
Dividends paid |
|
|
|
|
|
|
(43.6 |
) |
|
|
(145.2 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
A$ |
(186.7 |
) |
|
A$ |
31.5 |
|
|
A$ |
(292.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
|
(9.8 |
) |
|
A$ |
81.5 |
|
|
A$ |
(34.0 |
) |
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(40.7 |
) |
|
|
23.1 |
|
|
|
(3.7 |
) |
Cash and cash equivalents at beginning of period |
|
|
61.7 |
|
|
|
38.6 |
|
|
|
42.3 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
A$ |
21.0 |
|
|
A$ |
61.7 |
|
|
A$ |
38.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and on hand |
|
A$ |
14.3 |
|
|
A$ |
13.0 |
|
|
A$ |
23.6 |
|
Short-term deposits |
|
|
6.7 |
|
|
|
48.7 |
|
|
|
15.0 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
A$ |
21.0 |
|
|
A$ |
61.7 |
|
|
A$ |
38.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest, net of amounts capitalised |
|
A$ |
8.5 |
|
|
A$ |
9.8 |
|
|
A$ |
14.7 |
|
Cash paid during the year for income taxes, net |
|
A$ |
57.0 |
|
|
A$ |
29.2 |
|
|
A$ |
81.0 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-8
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Changes in Shareholders Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Common |
|
|
Paid-in |
|
|
Accumulated |
|
|
Treasury |
|
|
Comprehensive |
|
|
|
|
(Millions of US dollars) |
|
Stock |
|
|
Capital |
|
|
Deficit |
|
|
Stock |
|
|
(Loss) Income |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2007 |
|
$ |
251.8 |
|
|
$ |
180.2 |
|
|
$ |
(178.7 |
) |
|
$ |
|
|
|
$ |
5.4 |
|
|
$ |
258.7 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(71.6 |
) |
|
|
|
|
|
|
|
|
|
|
(71.6 |
) |
Pension and post-retirement benefit adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6 |
|
|
|
0.6 |
|
Unrealised loss on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.4 |
) |
|
|
(4.4 |
) |
Foreign currency translation gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.3 |
|
|
|
15.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.5 |
|
|
|
11.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60.1 |
) |
Adoption of uncertainty in income taxes |
|
|
|
|
|
|
|
|
|
|
(78.0 |
) |
|
|
|
|
|
|
|
|
|
|
(78.0 |
) |
Stock-based compensation |
|
|
|
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7 |
|
Stock options exercised |
|
|
0.5 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(126.2 |
) |
|
|
|
|
|
|
|
|
|
|
(126.2 |
) |
Treasury stock purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(208.0 |
) |
|
|
|
|
|
|
(208.0 |
) |
Treasury stock retired |
|
|
(32.6 |
) |
|
|
(171.4 |
) |
|
|
|
|
|
|
204.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2008 |
|
$ |
219.7 |
|
|
$ |
19.3 |
|
|
$ |
(454.5 |
) |
|
$ |
(4.0 |
) |
|
$ |
16.9 |
|
|
$ |
(202.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
136.3 |
|
|
|
|
|
|
|
|
|
|
|
136.3 |
|
Pension and post-retirement benefit adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.7 |
|
|
|
0.7 |
|
Unrealised gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
|
|
|
4.4 |
|
Foreign currency translation loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19.8 |
) |
|
|
(19.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.7 |
) |
|
|
(14.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121.6 |
|
Stock-based compensation |
|
|
|
|
|
|
7.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.2 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
Stock options exercised |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
Treasury stock retired |
|
|
(0.5 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2009 |
|
$ |
219.2 |
|
|
$ |
22.7 |
|
|
$ |
(352.8 |
) |
|
$ |
|
|
|
$ |
2.2 |
|
|
$ |
(108.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(84.9 |
) |
|
|
|
|
|
|
|
|
|
|
(84.9 |
) |
Pension and post-retirement benefit adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Unrealised gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.2 |
|
|
|
1.2 |
|
Foreign currency translation gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56.0 |
|
|
|
56.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57.0 |
|
|
|
57.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27.9 |
) |
Stock-based compensation |
|
|
|
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.9 |
|
Stock options exercised |
|
|
1.9 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2010 |
|
$ |
221.1 |
|
|
$ |
39.5 |
|
|
$ |
(437.7 |
) |
|
$ |
|
|
|
$ |
59.2 |
|
|
$ |
(117.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-9
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
1. Background and Basis of Presentation
Nature of Operations
The Company manufactures and sells fibre cement building products for interior and exterior
building construction applications primarily in the United States, Australia, New Zealand, the
Philippines and Europe.
Background
On 2 July 1998, ABN 60 000 009 263 Pty Ltd, formerly James Hardie Industries Limited (JHIL), then
a public company organised under the laws of Australia and listed on the Australian Stock Exchange,
announced a plan of reorganisation and capital restructuring (the 1998 Reorganisation). James
Hardie N.V. (JHNV) was incorporated in August 1998, as an intermediary holding company, with all
of its common stock owned by indirect subsidiaries of JHIL. On 16 October 1998, JHILs shareholders
approved the 1998 Reorganisation. Effective as of 1 November 1998, JHIL contributed its fibre
cement businesses, its US gypsum wallboard business, its Australian and New Zealand building
systems businesses and its Australian windows business (collectively, the Transferred Businesses)
to JHNV and its subsidiaries. In connection with the 1998 Reorganisation, JHIL and its
non-transferring subsidiaries retained certain unrelated assets and liabilities.
On 24 July 2001, JHIL announced a further plan of reorganisation and capital restructuring (the
2001 Reorganisation). Completion of the 2001 Reorganisation occurred on 19 October 2001. In
connection with the 2001 Reorganisation, James Hardie Industries N.V. (JHI NV), formerly RCI
Netherlands Holdings B.V., issued common shares represented by CHESS Units of Foreign Securities
(CUFS) on a one for one basis to existing JHIL shareholders in exchange for their shares in JHIL
such that JHI NV became the new ultimate holding company for JHIL and JHNV.
Following the 2001 Reorganisation, JHI NV controlled the same assets and liabilities as JHIL
controlled immediately prior to the 2001 Reorganisation.
On 21 August 2009, JHI NV shareholders approved a plan (Proposal) to transform the Company into a
Societas Europaea (SE) (Stage 1 of the Proposal) and, subsequently, change its domicile from The
Netherlands to the Republic of Ireland (Stage 2 of the Proposal). On 19 February 2010, the Company
completed Stage 1 of the Proposal and was transformed from a Dutch NV company to a Dutch SE
Company and now operates under the name of James Hardie Industries Societas Europaea (JHI SE).
Previously deconsolidated entities have been consolidated beginning 31 March 2007 as part of the
process of accounting for certain asbestos liabilities. Upon shareholder approval of the Amended
and Restated Final Funding Agreement on 7 February 2007 (the Amended FFA), the Asbestos Injuries
Compensation Fund (the AICF) was deemed a special purpose entity and, as such, it was
consolidated with the results for JHI SE. See Note 2 and Note 11 for additional information.
Basis of Presentation
The consolidated financial statements represent the financial position, results of operations and
cash flows of JHI SE and its wholly-owned subsidiaries and special purpose entity, collectively
referred to as either the Company or James Hardie and JHI SE, together with its subsidiaries
as of the time relevant to the applicable reference, the James Hardie Group, unless the context
indicates otherwise.
The consolidated balance sheets, statements of operations and statements of cash flows of the
Company have been presented with accompanying Australian dollar (A$) convenience translations as
the majority of the Companys shareholder base is Australian. These A$ convenience translations are
F-10
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
not prepared in accordance with US GAAP and have not been audited. The exchange rates used to
calculate the convenience translations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(US$1 = A$) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Assets and liabilities |
|
|
1.0919 |
|
|
|
1.4552 |
|
|
|
1.0903 |
|
Statements of operations |
|
|
1.1749 |
|
|
|
1.2600 |
|
|
|
1.1503 |
|
Cash flows beginning cash |
|
|
1.4552 |
|
|
|
1.0903 |
|
|
|
1.2395 |
|
Cash flows ending cash |
|
|
1.0919 |
|
|
|
1.4552 |
|
|
|
1.0903 |
|
Cash flows current period movements |
|
|
1.1749 |
|
|
|
1.2600 |
|
|
|
1.1503 |
|
2. Summary of Significant Accounting Policies
Reclassifications
Certain prior year balances have been reclassified to conform to the current year presentation. The
reclassifications do not impact shareholders deficit.
Accounting Principles
The consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America (US GAAP). The US dollar is used as the
reporting currency. All subsidiaries and special purpose entities are consolidated and all
significant intercompany transactions and balances are eliminated.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make
estimates and assumptions. These estimates and assumptions affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Foreign Currency Translation
All assets and liabilities are translated into US dollars at current exchange rates while revenues
and expenses are translated at average exchange rates in effect for the period. The effects of
foreign currency translation adjustments are included directly in other comprehensive income in
shareholders equity. Gains and losses arising from foreign currency transactions are recognised in
income currently.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents relate to amounts subject to letters of credit with insurance
companies which restrict the cash from use for general corporate purposes.
Inventories
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.
On a regular basis, the Company evaluates its inventory balances for excess quantities and
obsolescence by analysing demand, inventory on hand, sales levels and other information. Based on
these evaluations, inventory costs are written down, if necessary.
F-11
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Property, plant and equipment of businesses
acquired are recorded at their estimated fair value at the date of acquisition. Depreciation of
property, plant and equipment is computed using the straight-line method over the following
estimated useful lives:
|
|
|
|
|
|
|
Years |
|
|
Buildings |
|
|
40 |
|
Building improvements |
|
|
5 to 10 |
|
Manufacturing machinery |
|
|
20 |
|
General equipment |
|
|
5 to 10 |
|
Computer equipment, software, and software development |
|
|
3 to 7 |
|
Office furniture and equipment |
|
|
3 to 10 |
|
The costs of additions and improvements are capitalised, while maintenance and repair costs
are expensed as incurred. Interest is capitalised in connection with the construction of major
facilities. Capitalised interest is recorded as part of the asset to which it relates and is
amortised over the assets estimated useful life. Retirements, sales and disposals of assets are
recorded by removing the cost and accumulated depreciation amounts with any resulting gain or loss
reflected in the consolidated statements of operations.
The Company accrues for all asset retirement obligations in the period in which the liability is
incurred. The initial measurement of an asset retirement obligation is based upon the present value
of estimated cost and a related long-lived asset retirement cost is capitalised as part of the
assets carrying value and allocated to expense over the assets useful life.
Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to
amortisation are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of the asset
exceeds its estimated future cash flows, an impairment charge is recognised by the amount by which
the carrying amount of the asset exceeds the fair value of the assets.
Environmental Remediation Expenditures
Environmental remediation expenditures that relate to current operations are expensed or
capitalised, as appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or remedial
efforts are probable and the costs can be reasonably estimated. Estimated liabilities are not
discounted to present value. Generally, the timing of these accruals coincides with completion of a
feasibility study or the Companys commitment to a formal plan of action.
Revenue Recognition
The Company recognises revenue when the risks and obligations of ownership have been transferred to
the customer, which generally occurs at the time of delivery to the customer. The Company records
estimated reductions in sales for customer rebates and discounts including volume, promotional,
cash and other discounts. Rebates and discounts are recorded based on managements best estimate
when products are sold. The estimates are based on historical experience for similar programs and
products. Management reviews these rebates and discounts on an ongoing basis and the related
accruals are adjusted, if necessary, as additional information becomes available.
F-12
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Depreciation and Amortisation
The Company records depreciation and amortisation under both cost of goods sold and selling,
general and administrative expenses, depending on the assets business use. All depreciation and
amortisation related to plant building, machinery and equipment is recorded in cost of goods sold.
Advertising
The Company expenses the production costs of advertising the first time the advertising takes
place. Advertising expense was US$9.1 million, US$9.9 million and US$11.9 million during the years
ended 31 March 2010, 2009 and 2008, respectively.
Accrued Product Warranties
An accrual for estimated future warranty costs is recorded based on an analysis by the Company,
which includes the historical relationship of warranty costs to installed product.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method,
deferred income taxes are recognised by applying enacted statutory rates applicable to future years
to differences between the tax bases and financial reporting amounts of existing assets and
liabilities. The effect on deferred taxes of a change in tax rates is recognised in income in the
period that includes the enactment date. A valuation allowance is provided when it is more likely
than not that all or some portion of deferred tax assets will not be realised. Interest and
penalties related to uncertain tax positions are recognised in income tax expense.
Financial Instruments
The Company calculates the fair value of financial instruments and includes this additional
information in the notes to the consolidated financial statements when the fair value is different
from the carrying value of those financial instruments. When the fair value reasonably approximates
the carrying value, no additional disclosure is made. The estimated fair value amounts have been
determined by the Company using available market information and appropriate valuation
methodologies. However, considerable judgment is required in interpreting market data to develop
the estimates of fair value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realise in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
Periodically, interest rate swaps, commodity swaps and forward exchange contracts are used to
manage market risks and reduce exposure resulting from fluctuations in interest rates, commodity
prices and foreign currency exchange rates. Where such contracts are designated as, and are
effective as, a hedge, changes in the fair value of derivative instruments designated as cash flow
hedges are deferred and recorded in other comprehensive income. These deferred gains or losses are
recognised in income when the transactions being hedged are recognised. The ineffective portion of
these hedges is recognised in income currently. Changes in the fair value of derivative instruments
designated as fair value hedges are recognised in income, as are changes in the fair value of the
hedged item. Changes in the fair value of derivative instruments that are not designated as hedges
for accounting purposes are recognised in income. The Company does not use derivatives for trading
purposes.
Stock-based Compensation
The Company recognised stock-based compensation expense (included in selling, general and
administrative expense) of US$9.3 million, US$7.2 million and US$7.7 million for the years ended 31
March 2010, 2009 and 2008, respectively. Included in stock-based compensation expense for the year
ended 31 March 2010 is an expense of US$1.6 million related to liability-classified awards.
F-13
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Earnings Per Share
The Company discloses basic and diluted earnings per share (EPS). Basic EPS is calculated using
net income divided by the weighted average number of common shares outstanding during the period.
Diluted EPS is similar to basic EPS except that the weighted average number of common shares
outstanding is increased to include the number of additional common shares calculated using the
Treasury Method that would have been outstanding if the dilutive potential common shares, such as
options, had been issued. Accordingly, basic and dilutive common shares outstanding used in
determining net (loss) income per share are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of shares) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Basic common shares outstanding |
|
|
433.1 |
|
|
|
432.3 |
|
|
|
455.0 |
|
Dilutive effect of stock awards |
|
|
|
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
433.1 |
|
|
|
434.5 |
|
|
|
455.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Net (loss) income per share basic |
|
$ |
(0.20 |
) |
|
$ |
0.32 |
|
|
$ |
(0.16 |
) |
Net (loss) income per share diluted |
|
$ |
(0.20 |
) |
|
$ |
0.31 |
|
|
$ |
(0.16 |
) |
Potential common shares of 13.7 million, 19.0 million and 10.4 million for the years ended 31
March 2010, 2009 and 2008, respectively, have been excluded from the calculation of diluted common
shares outstanding because the effect of their inclusion would be anti-dilutive.
Unless they are anti-dilutive, restricted stock units (RSUs) which vest solely based on continued
employment are considered to be outstanding as of their issuance date for purposes of computing
diluted EPS and are included in the calculation of diluted EPS using the Treasury Method. Once
these RSUs vest, they are included in the basic EPS calculation on a weighted-average basis.
RSUs which vest based on performance or market conditions are considered contingent shares. At each
reporting date prior to the end of the contingency period, the Company determines the number of
contingently issuable shares to include in the diluted EPS, as the number of shares that would be
issuable under the terms of the RSU arrangement, if the end of the reporting period were the end of
the contingency period. Once these RSUs vest, they are included in the basic EPS calculation on a
weighted-average basis.
Asbestos
At 31 March 2006, the Company recorded an asbestos provision based on the estimated economic impact
of the Original Final Funding Agreement (Original FFA) entered into on 1 December 2005. The
amount of the net asbestos provision of US$715.6 million was based on the terms of the Original
FFA, which included an actuarial estimate prepared by KPMG Actuaries as of 31 March 2006 of the
projected future cash outflows, undiscounted and uninflated, and the anticipated tax deduction
arising from Australian legislation which came into force on 6 April 2006. The amount represented
the net economic impact that the Company was prepared to assume as a result of its voluntary
funding of the asbestos liability which was under negotiation with various parties.
F-14
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
In February 2007, the shareholders approved the Amended FFA entered into on 21 November 2006 to
provide long-term funding to the Asbestos Injuries Compensation Fund (AICF), a special purpose
fund that provides compensation for Australian-related personal injuries for which certain former
subsidiary companies of James Hardie in Australia (being Amaca Pty Ltd (Amaca), Amaba Pty Ltd
(Amaba) and ABN 60 Pty Limited (ABN 60) (collectively, the Former James Hardie Companies))
are found liable.
Amaca and Amaba separated from the James Hardie Group in February 2001. ABN 60 separated from the
James Hardie Group in March 2003. Upon shareholder approval of the Amended FFA in February 2007,
shares in the Former James Hardie Companies were transferred to the AICF. The AICF manages
Australian asbestos-related personal injury claims made against the Former James Hardie Companies
and makes compensation payments in respect of those proven claims.
AICF
In February 2007, the shareholders approved a proposal pursuant to which the Company provides
long-term funding to the AICF. The Company owns 100% of James Hardie 117 Pty Ltd (the Performing
Subsidiary) that funds the AICF subject to the provisions of the Amended FFA. The Company appoints
three of the AICF directors and the NSW Government appoints two of the AICF directors.
Under the terms of the Amended FFA, the Performing Subsidiary has an obligation to make payments to
the AICF on an annual basis, depending on the Companys net operating cash flow. The amounts of
these annual payments are dependent on several factors, including the Companys free cash flow (as
defined in the Amended FFA), actuarial estimations, actual claims paid, operating expenses of the
AICF and the annual cash flow cap. JHI SE guarantees the Performing Subsidiarys obligation. As a
result, the Company considers it to be the primary beneficiary of the AICF.
The Companys interest in the AICF is considered variable because the potential impact on the
Company will vary based upon the annual actuarial assessments obtained by the AICF with respect to
asbestos-related personal injury claims against the Former James Hardie Companies.
Although the Company has no legal ownership in the AICF, the Company consolidates the AICF due to
its pecuniary and contractual interests in the AICF as a result of the funding arrangements
outlined in the Amended FFA. The Companys consolidation of the AICF resulted in a separate
recognition of the asbestos liability and certain other items including the related Australian
income tax benefit. Among other items, the Company recorded a deferred tax asset for the
anticipated tax benefit related to asbestos liabilities and a corresponding increase in the
asbestos liability. As stated in Deferred Income Taxes below, the Performing Subsidiary is able
to claim a tax deduction for contributions to the asbestos fund. For the year ended 31 March 2007,
the Company classified the expense related to the increase of the asbestos liability as asbestos
adjustments and the Company classified the benefit related to the recording of the related deferred
tax asset as an income tax benefit (expense) on its consolidated statements of operations.
For the year ended 31 March 2010, the Company did not provide financial or other support to the
AICF that it was not previously contractually required to provide. Future funding for the AICF
continues to be linked under the terms of the Amended FFA to the Companys long-term financial
success, specifically the Companys ability to generate net operating cash flow.
The AICF has operating costs that are claims related and non-claims related. Claims related costs
incurred by the AICF are treated as reductions to the accrued asbestos liability balances
previously reflected in the consolidated balance sheets. Non-claims related operating costs
incurred by the AICF are expensed as incurred in the line item Selling, general and administrative
expenses in the
F-15
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
consolidated statements of operations. The AICF earns interest on its cash and cash
equivalents and on its short-term investments; these amounts are included in the line item Interest
income in the consolidated statements of operations.
See Asbestos-Related Assets and Liabilities below and Note 11 Asbestos for further details on
the related assets and liabilities recorded in the Companys consolidated balance sheet under the
terms of the Amended FFA.
Asbestos-Related Assets and Liabilities
The Company has recorded on its consolidated balance sheets certain assets and liabilities under
the terms of the Amended FFA. These items are Australian dollar-denominated and are subject to
translation into US dollars at each reporting date. These assets and liabilities are referred to by
the Company as Asbestos-Related Assets and Liabilities and include:
Asbestos Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of projected future cash flows prepared by KPMG Actuaries. Based on their assumptions, they arrived
at a range of possible total cash flows and proposed a central estimate which is intended to
reflect an expected outcome. The Company views the central estimate as the basis for recording the
asbestos liability in the Companys financial statements, which under US GAAP, it considers the
best estimate. The asbestos liability includes these cash flows as undiscounted and uninflated on
the basis that it is inappropriate to discount or inflate future cash flows when the timing and
amounts of such cash flows are not fixed or readily determinable.
Adjustments in the asbestos liability due to changes in the actuarial estimate of projected future
cash flows and changes in the estimate of future operating costs of the AICF are reflected in the
consolidated statements of operations during the period in which they occur. Claims paid by the
AICF and claims-handling costs incurred by the AICF are treated as reductions in the accrued
balances previously reflected in the consolidated balance sheets.
Insurance Receivable
There are various insurance policies and insurance companies with exposure to the asbestos claims.
The insurance receivable determined by KPMG Actuaries reflects the recoveries expected from all
such policies based on the expected pattern of claims against such policies less an allowance for
credit risk based on credit agency ratings. The insurance receivable generally includes these cash
flows as undiscounted and uninflated on the basis that it is inappropriate to discount or inflate
future cash flows when the timing and amounts of such cash flows are not fixed or readily
determinable. The Company only records insurance receivables that it deems to be probable.
Included in insurance receivable is US$12.5 million recorded on a discounted basis because the
timing of the recoveries has been agreed with the insurer.
Adjustments in insurance receivable due to changes in the actuarial estimate, or changes in the
Companys assessment of recoverability are reflected in the consolidated statements of operations
during the period in which they occur. Insurance recoveries are treated as a reduction in the
insurance receivable balance.
F-16
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Workers Compensation
Workers compensation claims are claims made by former employees of the Former James Hardie
Companies. Such past, current and future reported claims were insured with various insurance
companies and the various Australian State-based workers compensation schemes (collectively
workers compensation schemes or policies). An estimate of the liability related to workers
compensation claims is prepared by KPMG Actuaries as part of the annual actuarial assessment. This
estimate contains two components, amounts that will be met by a workers compensation scheme or
policy, and amounts that will be met by the Former James Hardie Companies.
The portion of the estimate that is expected to be met by the Former James Hardie Companies is
included as part of the Asbestos Liability. Adjustments to this estimate are reflected in the
consolidated statements of operations during the period in which they occur.
The portion of the estimate that is expected to be met by the workers compensation schemes or
policies of the Former James Hardie Companies is recorded by the Company as a workers compensation
liability. Since these amounts are expected to be paid by the workers compensation schemes or
policies, the Company records an equivalent workers compensation receivable.
Adjustments to the workers compensation liability result in an equal adjustment in the workers
compensation receivable recorded by the Company and have no effect on the consolidated statements
of operations.
Asbestos-Related Research and Education Contributions
The Company agreed to fund asbestos-related research and education initiatives for a period of 10
years, beginning in fiscal year 2007. The liabilities related to these agreements are included in
Other Liabilities on the consolidated balance sheets.
Restricted Cash and Cash Equivalents
Cash and cash equivalents of the AICF are reflected as restricted assets, as the use of these
assets is restricted to the settlement of asbestos claims and payment of the operating costs of the
AICF. The Company classifies these amounts as a current asset on the face of the consolidated
balance sheet since they are highly liquid.
Restricted Short-Term Investments
Short-term investments consist of highly liquid investments held in the custody of major financial
institutions. All short-term investments are classified as available for sale and are recorded at
market value using the specific identification method. Unrealised gains and losses on the market
value of these investments are included as a separate component of accumulated other comprehensive
income. Realised gains and losses on short-term investments are recognised in Other Income on the
consolidated statement of operations.
F-17
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
AICF Other Assets and Liabilities
Other assets and liabilities of the AICF, including fixed assets, trade receivables and payables
are included on the consolidated balance sheets under the appropriate captions and their use is
restricted to the operations of the AICF.
Deferred Income Taxes
The Performing Subsidiary is able to claim a taxation deduction for its contributions to the AICF
over a five-year period from the date of contribution. Consequently, a deferred tax asset has been
recognised equivalent to the anticipated tax benefit over the life of the Amended FFA. The current
portion of the deferred tax asset represents Australian tax benefits that will be available to the
Company during the subsequent twelve months.
Adjustments are made to the deferred income tax asset as adjustments to the asbestos-related assets
and liabilities are recorded.
Foreign Currency Translation
The asbestos-related assets and liabilities are denominated in Australian dollars and thus the
reported values of these asbestos-related assets and liabilities in the Companys consolidated
balance sheets in US dollars are subject to adjustment depending on the closing exchange rate
between the two currencies at the balance sheet date. The effect of foreign exchange rate movements
between these currencies is included in Asbestos Adjustments in the consolidated statements of
operations.
Recent Accounting Pronouncements
In March 2008, the FASB issued authoritative guidance that changed the disclosure requirements for
derivative instruments and hedging activities. Entities are required to provide enhanced
disclosures about how and why an entity
uses derivative instruments, how derivative instruments and related hedged items are accounted for
and how derivative instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. The adoption of this authoritative guidance did not result
in a material impact to the Companys consolidated financial position, results of operations or
cash flows.
In June 2008, the FASB issued authoritative guidance that clarified that share-based payment awards
that entitle their holders to receive non-forfeitable dividends before vesting should be considered
participating securities. As participating securities, these instruments should be included in the
calculation of basic earnings per share. This authoritative guidance is effective for financial
statements issued for fiscal years beginning after 15 December 2008, as well as interim periods in
those years. The adoption did not result in a material impact to the Companys consolidated
financial position, results of operations or cash flows.
In April 2009, the FASB expanded disclosure requirements for interim reporting periods to include
disclosures about the fair value of financial instruments held by the Company. The Company adopted
this statement effective for its first quarter of fiscal 2010, which has resulted in the disclosure
of fair values attributable to debt instruments included in Note 12.
Effective for the Companys second quarter of fiscal 2010, the Company adopted the FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles which only
affected the specific references to US GAAP literature in the notes to the consolidated financial
statements. There was no impact on the Companys results of operations, financial condition or
liquidity.
F-18
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
3. Cash and Cash Equivalents
Cash and cash equivalents include amounts on deposit in banks and cash invested temporarily in
various highly liquid financial instruments with original maturities of three months or less when
acquired.
Cash and cash equivalents consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Cash at bank and on hand |
|
$ |
13.1 |
|
|
$ |
8.9 |
|
Short-term deposits |
|
|
6.1 |
|
|
|
33.5 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
$ |
19.2 |
|
|
$ |
42.4 |
|
|
|
|
|
|
|
|
4. Restricted Cash and Cash Equivalents
Included in restricted cash and cash equivalents is US$5.3 million related to an insurance policy
as of 31 March 2010 and 2009, respectively.
5. Accounts and Other Receivables
Accounts and notes receivable consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Trade receivables |
|
$ |
122.8 |
|
|
$ |
96.6 |
|
Other receivables and advances |
|
|
34.5 |
|
|
|
16.2 |
|
Allowance for doubtful accounts |
|
|
(2.3 |
) |
|
|
(1.4 |
) |
|
|
|
|
|
|
|
Total accounts and other receivables |
|
$ |
155.0 |
|
|
$ |
111.4 |
|
|
|
|
|
|
|
|
The collectability of accounts receivable, consisting mainly of trade receivables, is
reviewed on an ongoing basis. An allowance for doubtful accounts is provided for known and
estimated bad debts by analysing specific customer accounts and assessing the risk of
uncollectability based on insolvency, disputes or other collection issue.
The following are changes in the allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Balance at beginning of period |
|
$ |
1.4 |
|
|
$ |
2.0 |
|
Charged to expense |
|
|
0.9 |
|
|
|
0.4 |
|
Costs and deductions |
|
|
|
|
|
|
(1.0 |
) |
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
2.3 |
|
|
$ |
1.4 |
|
|
|
|
|
|
|
|
F-19
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
6. Inventories
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Finished goods |
|
$ |
99.8 |
|
|
$ |
82.5 |
|
Work-in-process |
|
|
4.8 |
|
|
|
4.7 |
|
Raw materials and supplies |
|
|
52.0 |
|
|
|
48.9 |
|
Provision for obsolete finished goods and raw materials |
|
|
(7.5 |
) |
|
|
(7.2 |
) |
|
|
|
|
|
|
|
Total inventories |
|
$ |
149.1 |
|
|
$ |
128.9 |
|
|
|
|
|
|
|
|
7. Property, Plant and Equipment
Property, plant and equipment consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
Construction |
|
|
|
|
(Millions of US dollars) |
|
Land |
|
|
Buildings |
|
|
Equipment |
|
|
In Progress1 |
|
|
Total |
|
|
Balance at 31 March 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
$ |
17.2 |
|
|
$ |
208.9 |
|
|
$ |
840.5 |
|
|
$ |
82.4 |
|
|
$ |
1,149.0 |
|
Accumulated depreciation |
|
|
|
|
|
|
(52.0 |
) |
|
|
(340.6 |
) |
|
|
|
|
|
|
(392.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
17.2 |
|
|
|
156.9 |
|
|
|
499.9 |
|
|
|
82.4 |
|
|
|
756.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
0.8 |
|
|
|
3.4 |
|
|
|
52.7 |
|
|
|
(30.8 |
) |
|
|
26.1 |
|
Depreciation |
|
|
|
|
|
|
(9.4 |
) |
|
|
(47.0 |
) |
|
|
|
|
|
|
(56.4 |
) |
Other movements |
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
(0.2 |
) |
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
(25.1 |
) |
|
|
|
|
|
|
(25.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes |
|
|
0.8 |
|
|
|
(6.0 |
) |
|
|
(19.6 |
) |
|
|
(30.8 |
) |
|
|
(55.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
18.0 |
|
|
|
212.3 |
|
|
|
867.9 |
|
|
|
51.6 |
|
|
|
1,149.8 |
|
Accumulated depreciation |
|
|
|
|
|
|
(61.4 |
) |
|
|
(387.6 |
) |
|
|
|
|
|
|
(449.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
18.0 |
|
|
$ |
150.9 |
|
|
$ |
480.3 |
|
|
$ |
51.6 |
|
|
$ |
700.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
0.1 |
|
|
|
3.6 |
|
|
|
30.0 |
|
|
|
16.8 |
|
|
|
50.5 |
|
Depreciation |
|
|
|
|
|
|
(9.7 |
) |
|
|
(52.0 |
) |
|
|
|
|
|
|
(61.7 |
) |
Other movements |
|
|
|
|
|
|
|
|
|
|
20.7 |
|
|
|
(20.7 |
) |
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
21.0 |
|
|
|
|
|
|
|
21.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes |
|
|
0.1 |
|
|
|
(6.1 |
) |
|
|
19.7 |
|
|
|
(3.9 |
) |
|
|
9.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
18.1 |
|
|
|
215.9 |
|
|
|
939.6 |
|
|
|
47.7 |
|
|
|
1,221.3 |
|
Accumulated depreciation |
|
|
|
|
|
|
(71.1 |
) |
|
|
(439.6 |
) |
|
|
|
|
|
|
(510.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
18.1 |
|
|
$ |
144.8 |
|
|
$ |
500.0 |
|
|
$ |
47.7 |
|
|
$ |
710.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Construction in progress consists of plant expansions and upgrades. |
Interest related to the construction of major facilities is capitalised and included in the
cost of the asset to which it relates. Interest capitalised was US$0.2 million, US$0.1 million and
US$0.6 million for the years ended 31 March 2010, 2009 and 2008, respectively. Depreciation expense
was US$61.7
F-20
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
million, US$56.4 million and US$56.5 million for the years ended 31 March 2010, 2009
and 2008, respectively.
Included in property, plant and equipment are restricted assets of the AICF with a net book value
of US$2.3 million and US$0.8 million as of 31 March 2010 and 2009, respectively.
Asset Impairments
The Company recorded an asset impairment charge of US$32.4 million in the year ended 31 March 2008
in its USA and Europe Fibre Cement segment related to the suspension of production at its Blandon,
Pennsylvania plant in the United States. The impaired assets include buildings and machinery, which
were reduced to their estimated fair value based on valuation methods including quoted market
prices and discounted future cash flows. These assets are being held for use by the Company.
The Company recorded an asset impairment charge of US$25.4 million in the year ended 31 March 2008
in its USA and Europe Fibre Cement segment, related to the closure of its Plant City, Florida
Hardie Pipe plant. The impaired assets include buildings and machinery, which were reduced to their
estimated fair value based on valuation methods
including quoted market prices and discounted future cash flows. These assets are being held for
use by the Company.
The Company recorded an asset impairment charge of US$13.2 million in the year ended 31 March 2008
related to buildings and machinery utilised to produce materials for the Companys products. This
asset impairment was recorded in its USA and Europe Fibre Cement segment. The impaired assets were
reduced to their estimated fair value based on valuation methods including quoted market prices and
discounted future cash flows. These assets are being held for use by the Company.
8. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Trade creditors |
|
$ |
71.3 |
|
|
$ |
44.4 |
|
Other creditors and accruals |
|
|
29.6 |
|
|
|
44.7 |
|
|
|
|
|
|
|
|
Total accounts payable and accrued liabilities |
|
$ |
100.9 |
|
|
$ |
89.1 |
|
|
|
|
|
|
|
|
F-21
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
9. Short and Long-Term Debt
Debt consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Short-term debt |
|
$ |
|
|
|
$ |
93.3 |
|
Current portion of long-term debt |
|
|
95.0 |
|
|
|
|
|
Long-term debt |
|
|
59.0 |
|
|
|
230.7 |
|
|
|
|
|
|
|
|
Total debt |
|
$ |
154.0 |
|
|
$ |
324.0 |
|
|
|
|
|
|
|
|
The weighted average interest rate on the Companys total debt was 0.92% and 1.48% at 31 March
2010 and 2009, respectively.
At 31 March 2010, the Companys credit facilities consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective |
|
|
Total |
|
|
Principal |
|
Description |
|
Interest Rate |
|
|
Facility |
|
|
Drawn |
|
|
(US$ millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until June 2010 |
|
|
0.86 |
% |
|
$ |
161.7 |
|
|
$ |
95.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until February 2011 |
|
|
|
|
|
|
45.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until December 2012 |
|
|
|
|
|
|
130.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until February 2013 |
|
|
1.01 |
% |
|
|
90.0 |
|
|
|
59.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
426.7 |
|
|
$ |
154.0 |
|
|
|
|
|
|
|
|
|
|
|
|
For all facilities, the interest rate is calculated two business days prior to 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. At 31 March
2010, there was US$154.0 million drawn under the combined facilities and US$272.7 million was
unutilised and available.
In December 2009, the Company refinanced US$130.0 million in facilities, which previously had
maturity dates on or prior to June 2010. The maturity date of these new facilities is in December
2012. At 31 March 2010, the Company held US$161.7 million of term facilities that will mature in
June 2010. The weighted average term of all debt facilities is 2.6 years at 31 March 2010.
F-22
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
At 31 March 2010, the Company was in compliance with all restrictive debt covenants contained in
its credit facility agreements. Under the most restrictive of these covenants, the Company (i) is
required to maintain certain ratios of indebtedness to equity which do not exceed certain maximums,
excluding assets, liabilities and other balance sheet items of the AICF, Amaba, Amaca, ABN 60 and
Marlew Mining Pty Limited, (ii) must maintain a minimum level of net worth, excluding assets,
liabilities and other balance sheet items of the AICF; for these purposes net worth means the sum
of the par value (or value stated in the books of the James Hardie Group) of the capital stock (but
excluding treasury stock and capital stock subscribed or unissued) of the James Hardie Group, the
paid in capital and retained earnings of the James Hardie Group and the aggregate amount of
provisions made by the James Hardie Group for asbestos related liabilities, in each case, as such
amounts would be shown in the consolidated balance sheet of the James Hardie Group if Amaba, Amaca,
ABN 60 and Marlew Mining Pty Limited were not accounted for as subsidiaries of the Company, (iii)
must meet or exceed a minimum ratio of earnings before interest and taxes to net interest charges,
excluding all income, expense and other profit and loss statement impacts of the AICF, Amaba,
Amaca, ABN 60 and Marlew Mining Pty Limited and (iv) must ensure that no more than 35% of Free Cash
Flow (as defined in the Amended FFA) in any given Financial Year is contributed to the AICF on the
payment dates under the Amended FFA in the next following Financial Year. The limit does not apply
to payments of interest to the AICF. Such limits are consistent with the contractual liabilities of
the Performing Subsidiary and the Company under the Amended FFA.
10. Product Warranties
The Company offers various warranties on its products, including a 30-year limited warranty on
certain of its fibre cement siding products in the United States. A typical warranty program
requires the Company to replace defective products within a specified time period from the date of
sale. The Company records an estimate for future warranty related costs based on a trend analysis
of actual historical warranty costs as they relate to sales. Based on this analysis and other
factors, the adequacy of the Companys warranty provisions is adjusted as necessary. While the
Companys warranty costs have historically been within its calculated estimates, it is possible
that future warranty costs could differ from those estimates.
Additionally, the Company includes in its accrual for product warranties amounts for a Class Action
Settlement Agreement (the Settlement Agreement) related to its previous roofing products, which
are no longer manufactured in the United States. On 14 February 2002, the Company signed the
Settlement Agreement for all product, warranty and property related liability claims associated
with these previously manufactured roofing products. These products were removed from the
marketplace between 1995 and 1998 in areas where there had been any alleged problems. The total
amount included in the product warranty provision relating to the Settlement Agreement is US$1.2
million and US$1.9 million as of 31 March 2010 and 2009, respectively.
F-23
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The following are the changes in the product warranty provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Balance at beginning of period |
|
$ |
24.9 |
|
|
$ |
17.7 |
|
|
|
15.2 |
|
Accruals for product warranties |
|
|
8.1 |
|
|
|
14.6 |
|
|
|
10.2 |
|
Settlements made in cash or in kind |
|
|
(8.4 |
) |
|
|
(7.1 |
) |
|
|
(7.9 |
) |
Foreign currency translation adjustments |
|
|
0.3 |
|
|
|
(0.3 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
24.9 |
|
|
$ |
24.9 |
|
|
$ |
17.7 |
|
|
|
|
|
|
|
|
|
|
|
11. Asbestos
The Amended FFA to provide long-term funding to the AICF was approved by shareholders in February
2007. The accounting policies utilised by the Company to account for the Amended FFA are described
in Note 2, Summary of Significant Accounting Policies.
Asbestos Adjustments
The asbestos adjustments included in the consolidated statements of operations comprise the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Change in estimates: |
|
|
|
|
|
|
|
|
|
|
|
|
Change in actuarial estimate asbestos liability |
|
$ |
(3.8 |
) |
|
$ |
(180.9 |
) |
|
$ |
(175.0 |
) |
Change in actuarial estimate insurance receivable |
|
|
1.9 |
|
|
|
19.8 |
|
|
|
27.4 |
|
Change in estimate AICF claims-handling costs |
|
|
(1.4 |
) |
|
|
(1.2 |
) |
|
|
(6.5 |
) |
Change in estimate other |
|
|
|
|
|
|
|
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
Subtotal Change in estimates |
|
|
(3.3 |
) |
|
|
(162.3 |
) |
|
|
(152.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) gain on foreign currency exchange |
|
|
(220.9 |
) |
|
|
179.7 |
|
|
|
(87.2 |
) |
|
|
|
|
|
|
|
|
|
|
Total Asbestos Adjustments |
|
$ |
(224.2 |
) |
|
$ |
17.4 |
|
|
$ |
(240.1 |
) |
|
|
|
|
|
|
|
|
|
|
Asbestos-Related Assets and Liabilities
Under the terms of the Amended FFA, the Company has included on its consolidated balance sheets
certain asbestos-related assets and liabilities. These amounts are detailed in the table below, and
the net total of these asbestos-related assets and liabilities is referred to by the Company as the
Net Amended FFA Liability.
F-24
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Asbestos liability current |
|
$ |
(106.7 |
) |
|
$ |
(78.2 |
) |
Asbestos liability non-current |
|
|
(1,512.5 |
) |
|
|
(1,206.3 |
) |
|
|
|
|
|
|
|
Asbestos liability Total |
|
|
(1,619.2 |
) |
|
|
(1,284.5 |
) |
|
|
|
|
|
|
|
|
|
Insurance receivable current |
|
|
16.7 |
|
|
|
12.6 |
|
Insurance receivable non-current |
|
|
185.1 |
|
|
|
149.0 |
|
|
|
|
|
|
|
|
Insurance receivable Total |
|
|
201.8 |
|
|
|
161.6 |
|
|
|
|
|
|
|
|
|
|
Workers compensation asset current |
|
|
0.1 |
|
|
|
0.6 |
|
Workers compensation asset non-current |
|
|
98.8 |
|
|
|
73.8 |
|
Workers compensation liability current |
|
|
(0.1 |
) |
|
|
(0.6 |
) |
Workers compensation liability non-current |
|
|
(98.8 |
) |
|
|
(73.8 |
) |
|
|
|
|
|
|
|
Workers compensation Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes current |
|
|
16.4 |
|
|
|
12.3 |
|
Deferred income taxes non-current |
|
|
420.0 |
|
|
|
333.2 |
|
|
|
|
|
|
|
|
Deferred income taxes Total |
|
|
436.4 |
|
|
|
345.5 |
|
|
|
|
|
|
|
|
|
|
Income tax payable |
|
|
16.5 |
|
|
|
22.8 |
|
Other net liabilities |
|
|
(1.7 |
) |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Amended FFA liability |
|
|
(966.2 |
) |
|
|
(756.6 |
) |
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investment assets of the AICF |
|
|
57.8 |
|
|
|
98.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded Net Amended FFA liability |
|
$ |
(908.4 |
) |
|
$ |
(658.3 |
) |
|
|
|
|
|
|
|
Asbestos Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of the projected future asbestos-related cash flows prepared by KPMG Actuaries. The asbestos
liability also includes an allowance for the future claims-handling costs of the AICF. The Company
receives an updated actuarial estimate as of 31 March each year. The last actuarial assessment was
performed as of 31 March 2010.
F-25
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The changes in the asbestos liability for the year ended 31 March 2010 are detailed in the table
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
|
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Asbestos liability 31 March 2009 |
|
A$ |
(1,869.2 |
) |
|
|
1.4552 |
|
|
$ |
(1,284.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos claims paid1 |
|
|
103.2 |
|
|
|
1.1749 |
|
|
|
87.8 |
|
AICF claims-handling costs incurred1 |
|
|
3.6 |
|
|
|
1.1749 |
|
|
|
3.1 |
|
Change in actuarial estimate2 |
|
|
(4.1 |
) |
|
|
1.0919 |
|
|
|
(3.8 |
) |
Change in estimate of AICF claims-handling costs2 |
|
|
(1.5 |
) |
|
|
1.0919 |
|
|
|
(1.4 |
) |
Loss on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
(420.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
Asbestos liability 31 March 2010 |
|
A$ |
(1,768.0 |
) |
|
|
1.0919 |
|
|
$ |
(1,619.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
Insurance Receivable Asbestos
The changes in the insurance receivable for the year ended 31 March 2010 are detailed in the table
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
|
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Insurance receivable 31 March 2009 |
|
A$ |
235.2 |
|
|
|
1.4552 |
|
|
$ |
161.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance recoveries1 |
|
|
(16.9 |
) |
|
|
1.1749 |
|
|
|
(14.4 |
) |
Change in actuarial estimate2 |
|
|
2.0 |
|
|
|
1.0919 |
|
|
|
1.8 |
|
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
52.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Insurance receivable 31 March 2010 |
|
A$ |
220.3 |
|
|
|
1.0919 |
|
|
$ |
201.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes Asbestos
The changes in the deferred income taxes asbestos for the year ended 31 March 2010 are detailed
in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
|
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Deferred tax assets 31 March 2009 |
|
A$ |
502.7 |
|
|
|
1.4552 |
|
|
$ |
345.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts offset against income tax payable1 |
|
|
(17.9 |
) |
|
|
1.1749 |
|
|
|
(15.3 |
) |
Impact of other asbestos adjustments1 |
|
|
(8.3 |
) |
|
|
1.1749 |
|
|
|
(7.0 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
113.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets 31 March 2010 |
|
A$ |
476.5 |
|
|
|
1.0919 |
|
|
$ |
436.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The average exchange rate for the period is used to convert the Australian dollar
amount to US dollars based on the assumption that these transactions occurred evenly throughout the
period. |
|
2 |
|
The spot exchange rate at 31 March 2010 is used to convert the Australian dollar
amount to US dollars as the adjustment to the estimate was made on that date. |
F-26
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Income Taxes Payable
A portion of the deferred income tax asset is applied against the Companys income tax payable. At
31 March 2010 and 2009, this amount was US$15.3 million and US$8.8 million, respectively. During
the year ended 31 March 2010, there was a US$6.6 million favourable effect of foreign currency
exchange.
Other Net Liabilities
Other net liabilities include a provision for asbestos-related education and medical research
contributions of US$2.6 million and US$2.2 million at 31 March 2010 and 2009, respectively. Also
included in other net liabilities are the other assets and liabilities of the AICF including trade
receivables, prepayments, fixed assets, trade payables and accruals.
These other assets and liabilities of the AICF were a net asset of US$0.9 million and US$0.2
million at 31 March 2010 and 2009, respectively. During the year ended 31 March 2010, there was a
US$0.6 million unfavourable effect of foreign currency exchange on the other net liabilities.
Restricted Cash and Short-term Investments of the AICF
Cash and cash equivalents and short-term investments of the AICF are reflected as restricted assets
as these assets are restricted for use in the settlement of asbestos claims and payment of the
operating costs of the AICF. During the year ended 31 March 2010, the AICF sold US$61.1 million
(A$71.8 million) of its short-term investments. The sale of investments for the year ended 31 March
2010 resulted in the Company recording a realised gain of US$6.7 million (A$7.9 million) in the
line item Other Income.
At 31 March 2010, the Company revalued the AICFs remaining short-term investments
available-for-sale resulting in a positive mark-to-market fair value adjustment of US$1.2 million
(A$1.4 million). This appreciation in the value of the investments was recorded as an unrealised
gain in Other Comprehensive Income.
F-27
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The changes in the restricted cash and short-term investments of the AICF for the year ended 31
March 2010 are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
|
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Restricted cash and cash equivalents and restricted
short-term investments 31 March 2009 |
|
A$ |
143.1 |
|
|
|
1.4552 |
|
|
$ |
98.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos claims paid1 |
|
|
(103.2 |
) |
|
|
1.1749 |
|
|
|
(87.8 |
) |
AICF operating costs paid claims-handling1 |
|
|
(3.6 |
) |
|
|
1.1749 |
|
|
|
(3.1 |
) |
AICF operating costs paid non claims-handling1 |
|
|
(2.5 |
) |
|
|
1.1749 |
|
|
|
(2.1 |
) |
Insurance recoveries1 |
|
|
16.9 |
|
|
|
1.1749 |
|
|
|
14.4 |
|
Interest and investment income1 |
|
|
3.9 |
|
|
|
1.1749 |
|
|
|
3.3 |
|
Unrealised gain on investments1 |
|
|
1.4 |
|
|
|
1.1749 |
|
|
|
1.2 |
|
Gain on investments1 |
|
|
7.9 |
|
|
|
1.1749 |
|
|
|
6.7 |
|
Other1 |
|
|
(0.8 |
) |
|
|
1.1749 |
|
|
|
(0.7 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
27.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investments 31 March 2010 |
|
A$ |
63.1 |
|
|
|
1.0919 |
|
|
$ |
57.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The average exchange rate for the period is used to convert the Australian dollar
amount to US dollars based on the assumption that these transactions occurred evenly throughout the
period. |
Actuarial Study; Claims Estimate
The AICF commissioned an updated actuarial study of potential asbestos-related liabilities as of 31
March 2010. Based on KPMG Actuaries assumptions, KPMG Actuaries arrived at a range of possible
total cash flows and proposed a central estimate which is intended to reflect an expected outcome.
The Company views the central estimate as the basis for recording the asbestos liability in the
Companys financial statements, which under US GAAP, it considers the best estimate. Based on the
results of these studies, it is estimated that the discounted (but inflated) value of the central
estimate for claims against the Former James Hardie Companies was approximately A$1.5 billion
(US$1.4 billion). The undiscounted (but inflated) value of the central estimate of the
asbestos-related liabilities of Amaca and Amaba as determined by KPMG Actuaries was approximately
A$2.9 billion (US$2.7 billion). Actual liabilities of those companies for such claims could vary,
perhaps materially, from the central estimate described above. The asbestos liability includes
projected future cash flows as undiscounted and uninflated on the basis that it is inappropriate to
discount or inflate future cash flows when the timing and amounts of such cash flows is not fixed
or readily determinable.
The asbestos liability has been revised to reflect the most recent actuarial estimate prepared by
KPMG Actuaries as of 31 March 2010 and to adjust for payments made to claimants during the year
then ended.
In estimating the potential financial exposure, KPMG Actuaries made assumptions related to the
total number of claims which were reasonably estimated to be asserted through 2071, the typical
cost of settlement (which is sensitive to, among other factors, the industry in which a plaintiff
claims exposure, the alleged disease type and the jurisdiction in which the action is brought), the
legal costs incurred in the litigation of such claims, the rate of receipt of claims, the
settlement strategy in dealing with outstanding claims and the timing of settlements.
F-28
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Due to inherent uncertainties in the legal and medical environment, the number and timing of future
claim notifications and settlements, the recoverability of claims against insurance contracts, and
estimates of future trends in average claim awards, as well as the extent to which the above named
entities will contribute to the overall settlements, the actual amount of liability could differ
materially from that which is currently projected.
The potential range of costs as estimated by KPMG Actuaries is affected by a number of variables
such as nil settlement rates (where no settlement is payable by the Former James Hardie Companies
because the claim settlement is borne by other asbestos defendants (other than the former James
Hardie subsidiaries) which are held liable), peak year of claims, past history of claims numbers,
average settlement rates, past history of Australian asbestos-related medical injuries, current
number of claims, average defence and plaintiff legal costs, base wage inflation and superimposed
inflation. The potential range of losses disclosed includes both asserted and unasserted claims.
While no assurances can be provided, the Company believes that it is likely to be able to partially
recover losses from various insurance carriers. As of 31 March 2010, KPMG Actuaries undiscounted
central estimate of asbestos-related liabilities was A$2.9 billion (US$2.7 billion). This
undiscounted (but inflated) central estimate is net of expected insurance recoveries of A$434.9
million (US$398.3 million) after making a general credit risk allowance for insurance carriers for
A$61.5 million (US$56.3 million) and an allowance for A$77.7 million (US$71.2 million) of by
claim or subrogation recoveries from other third parties. The Company has not netted the insurance
receivable against the asbestos liability on its consolidated balance sheets.
A sensitivity analysis has been performed to determine how the actuarial estimates would change if
certain assumptions (i.e., the rate of inflation and superimposed inflation, the average costs of
claims and legal fees, and the projected numbers of claims) were different from the assumptions
used to determine the central estimates. This analysis shows that the discounted (but inflated)
central estimates could be in a range of A$1.0 billion (US$0.9 billion) to A$2.4 billion (US$2.2
billion). The undiscounted, but inflated, estimates could be in a range of A$1.8 billion (US$1.6
billion) to A$5.1 billion (US$4.7 billion), as of 31 March 2010. The actual cost of the liabilities
could be outside of that range depending on the results of actual experience relative to the
assumptions made. One of the critical assumptions is the estimated peak year of mesothelioma
disease claims which is targeted for 2010/2011. Potential variation in this estimate has an impact
much greater than the other sensitivities. If the peak year occurs five years later, in 2015/2016,
the discounted central estimate could increase by approximately 50%.
Claims Data
The AICF provides compensation payments for Australian asbestos-related personal injury claims
against the Former James Hardie Companies. The claims data in this section are only reflective of
these Australian asbestos-related personal injury claims against the Former James Hardie Companies.
F-29
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The following table shows the activity related to the numbers of open claims, new claims and closed
claims during each of the past five years and the average settlement per settled claim and case
closed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended 31 March |
|
|
2010 |
|
2009 |
|
2008 |
|
2007 |
|
20061 |
|
Number of open claims at beginning of period |
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
|
|
564 |
|
|
|
712 |
|
Number of new claims |
|
|
535 |
|
|
|
607 |
|
|
|
552 |
|
|
|
463 |
|
|
|
346 |
|
Number of closed claims |
|
|
540 |
|
|
|
596 |
|
|
|
519 |
|
|
|
537 |
|
|
|
502 |
|
Number of open claims at end of period |
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
|
|
556 |
|
Average settlement amount per settled claim |
|
A$ |
190,627 |
|
|
A$ |
190,638 |
|
|
A$ |
147,349 |
|
|
A$ |
166,164 |
|
|
A$ |
151,883 |
|
Average settlement amount per case closed |
|
A$ |
171,917 |
|
|
A$ |
168,248 |
|
|
A$ |
126,340 |
|
|
A$ |
128,723 |
|
|
A$ |
122,535 |
|
Average settlement amount per settled claim |
|
US$ |
162,250 |
|
|
US$ |
151,300 |
|
|
US$ |
128,096 |
|
|
US$ |
127,163 |
|
|
US$ |
114,318 |
|
Average settlement amount per case closed |
|
US$ |
146,325 |
|
|
US$ |
133,530 |
|
|
US$ |
109,832 |
|
|
US$ |
98,510 |
|
|
US$ |
92,229 |
|
|
|
|
1 |
|
Information includes claims data for only 11 months ended 28 February 2006. Claims
data for the 12 months ended 31 March 2006 were not available at the time the Companys financial
statements were prepared. |
Under the terms of the Amended FFA, the Company has obtained rights of access to actuarial
information produced for the AICF by the actuary appointed by the AICF (the Approved Actuary).
The Companys future disclosures with respect to claims statistics are 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 Amended FFA) to audit or otherwise require independent verification of such
information or the methodologies to be adopted by the Approved Actuary. As such, the Company will
need to rely on the accuracy and completeness of the information and analysis of the Approved
Actuary when making future disclosures with respect to claims statistics.
12. Fair Value Measurements
Assets and liabilities of the Company that are carried at fair value are classified in one of the
following three categories:
|
|
|
Level 1 |
|
Quoted market prices in active
markets for identical assets and liabilities that the Company has the
ability to access at the measurement date; |
|
|
|
Level 2 |
|
Observable market-based inputs or
unobservable inputs that are corroborated by market data for the
asset or liability at the measurement date; |
|
|
|
Level 3 |
|
Unobservable inputs that are not
corroborated by market data used when there is minimal market
activity for the asset or liability at the measurement date. |
Fair value measurements of assets and liabilities are assigned a level within the fair value
hierarchy based on the lowest level of any input that is significant to the fair value measurement
in its entirety.
The Companys financial instruments consist primarily of cash and cash equivalents, restricted cash
and cash equivalents, restricted short-term investments, trade receivables, trade payables, debt
and interest rate swaps.
F-30
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Cash and cash equivalents, Restricted cash and cash equivalents, Trade receivables and Trade
payables These items are recorded in the financial statements at historical cost. The historical
cost basis for these amounts is estimated to approximate their respective fair values due to the
short maturity of these instruments.
Restricted short-term investments Restricted short-term investments are recorded in the
financial statements at fair value. The fair value of restricted short-term investments is based on
quoted market prices. Changes in fair value are recorded, net of tax, as other comprehensive income
and included as a component in shareholders deficit. Restricted short-term investments are held
and managed by the AICF and are reported at their fair value. At 31 March 2009, the Company
determined that these investments were other-than-temporarily impaired due to the current economic
environment, the length of time the fair value of the assets were less than cost and the extent of
the discount of the fair value compared to the cost of the assets. The Company recorded an
unrealised gain on these restricted short-term investments of US$1.2 million for the year ended 31
March 2010. This unrealised gain is included as a separate component of accumulated other
comprehensive income.
Debt Debt is generally recorded in the financial statements at historical cost. The carrying
value of debt provided under the Companys credit facilities approximates fair value since the
interest rates charged under these credit facilities are tied directly to market rates and
fluctuate as market rates change.
Interest Rate Swaps Interest rate swaps are recorded in the financial statements at fair value.
Changes in fair value are recorded in the statement of operations in Other Income. At 31 March
2010, the Company had interest rate swap contracts with a total principal of US$200.0 million. For
all of these interest rate swap contracts, the Company has agreed to pay fixed interest rates while
receiving a floating interest rate. The purpose of holding these interest rate swap contracts is to
protect against upward movements in US$ LIBOR and the associated interest the Company pays on its
external credit facilities.
At 31 March 2010 the weighted average fixed interest rate of these contracts is 2.40% and the
weighted average remaining life is 3.6 years. These contracts have a fair value of US$2.4 million,
which is included in Accounts Payable. For the year ended 31 March 2010, The Company included in
Other Income an unrealised loss on interest rate swaps of US$0.4 million. Included in Interest
Expense is a realised loss on settlements of interest rate swap contracts of US$2.5 million for the
year ended 31 March 2010.
F-31
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The following table sets forth by level within the fair value hierarchy, the Companys financial
assets and liabilities that were accounted for at fair value on a recurring basis at 31 March 2010
according to the valuation techniques the Company used to determine their fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Fair Value at |
|
|
Using Inputs Considered as |
|
(Millions of US dollars) |
|
31 March 2010 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
19.2 |
|
|
$ |
19.2 |
|
|
$ |
|
|
|
$ |
|
|
Restricted cash and cash equivalents |
|
|
49.8 |
|
|
|
49.8 |
|
|
|
|
|
|
|
|
|
Restricted short-term investments |
|
|
13.3 |
|
|
|
13.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
82.3 |
|
|
$ |
82.3 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
|
2.4 |
|
|
|
|
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
2.4 |
|
|
$ |
|
|
|
$ |
2.4 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13. Commitment and Contingencies
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, the ASIC proceedings and income taxes as described in
these financial statements, individually or in the aggregate, have a material adverse effect on its
consolidated financial position, results of operations or cash flows.
ASIC Proceedings
In February 2007, the Australian Securities and Investments Commission (ASIC) commenced civil
proceedings in the Supreme Court of New South Wales (the Court) against the Company, ABN 60 and
ten then-present or former officers and directors of the James Hardie Group. While the subject
matter of the allegations varies between individual defendants, the allegations against the Company
are confined to alleged contraventions of provisions of the Australian Corporations Act/Law
relating to continuous disclosure, a directors duty of care and diligence, and engaging in
misleading or deceptive conduct in respect of a security.
The Company defended each of the allegations made by ASIC and the orders sought against it in the
proceedings, as did the other former directors and officers of the Company.
The proceedings commenced on 29 September 2008 before his Honour Justice Gzell. On 23 April 2009,
Justice Gzell issued judgment against the Company and the ten former officers and directors of the
Company. All defendants other than two lodged appeals against Justice Gzells judgments, and ASIC
responded by lodging cross appeals against the appellants. The appeals lodged by the former
directors and officers were heard in April 2010 and the appeal lodged by the Company was heard in
May 2010. A final judgment has not been rendered.
F-32
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Depending upon the outcome of the appeals and cross-appeals, further or different findings may be
made as to the liability of each defendant-appellant, any banning orders, fines payable, and as to
the costs of the appeal and the first instance proceedings that the Company may become liable for
either in respect of its own appeal or the appeals of other defendants-appellants under
indemnities. As with the first instance proceedings, the Company has agreed to pay a portion of the
costs of bringing and defending appeals, with the remaining costs being met by third parties. The
Company notes that other recoveries may be available, including as a result of successful appeals
or repayments by former directors and officers in accordance with the terms of their indemnities.
It is the Companys policy to expense legal costs as incurred. Losses and expenses arising from the
ASIC proceedings could have a material adverse effect on the Companys financial position,
liquidity, results of operations and cash flows.
As a result of the above uncertainties, it is not presently possible for the Company to estimate
the amount or range of amounts, including costs that it might become liable to pay as a consequence
of the appeal proceedings. Accordingly, as of 31 March 2010, the Company has not recorded any
related loss reserves.
Chile Litigation
On 24 April 2009, a trial court in Santiago, Chile awarded the then equivalent of US$13.4 million
in damages against the former James Hardie Chilean entity now known as Compañía Industrial El
Volcán S.A. (El Volcan) in civil litigation brought by Industria Cementa Limitada (Cementa) in
2007.
Cementa, a fibre cement manufacturer in Chile, commenced anti-trust proceedings in 2003 against the
former James Hardie Chilean entity alleging that it had engaged in predatory pricing, by selling
products below cost when it entered the Chilean market, in breach of the relevant anti-trust laws
in Chile. Quimel also joined the proceedings.
As these actions existed prior to James Hardies sale of its Chilean business in July 2005, the
Company had agreed to indemnify the buyer, El Volcan, subject to certain conditions and
limitations, for damages or penalties awarded against FC Volcan in relation to such proceedings.
After the anti-trust proceedings concluded in 2006, Cementa, in 2007, brought a separate civil
action against FC Volcan claiming that Cementa had suffered damages, allegedly as a result of
predatory pricing.
Electrónica Quimel S.A. (Quimel) also filed a separate civil action against FC Volcan in 2007
claiming that it had suffered damages, allegedly as a result of predatory pricing. On 23 June 2009,
the Chilean trial court dismissed the claim filed by Quimel against FC Volcan.
On 30 December 2009, the Company entered into a settlement agreement with El Volcan resolving all
outstanding issues between the parties relating to the sale of the former James Hardie Chilean
entity to El Volcan in July 2005. Under the settlement agreement, James Hardie will have no further
obligation to defend or indemnify El Volcan in the antitrust proceedings commenced by Cementa or
Quimel. El Volcan will now be responsible for its own defense of the antitrust proceedings,
including payment of any final judgments rendered on appeal. El Volcan will also be required to
defend and indemnify James Hardie against any future claims by third parties related to the
management or business of the former James Hardie Chilean entity, including any future antitrust
allegations. The terms and conditions of the settlement remain confidential. All amounts owed by
the Company under the terms of the settlement were paid in full on 31 December 2009. As a result,
the amount of the
F-33
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Companys provision in excess of the settlement amount was reversed, resulting in
a gain of US$7.6 million included in the consolidated statements of operations for the year ended
31 March 2010.
Environmental and Legal
The operations of the Company, like those of other companies engaged in similar businesses, are
subject to a number of 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.
Operating Leases
As the lessee, the Company principally enters into property, building and equipment leases. The
following are future minimum lease payments for non-cancellable operating leases having a remaining
term in excess of one year at 31 March 2010:
|
|
|
|
|
Years ending 31 March (Millions of US dollars): |
|
|
|
|
2011 |
|
$ |
17.4 |
|
2012 |
|
|
16.4 |
|
2013 |
|
|
15.1 |
|
2014 |
|
|
14.1 |
|
2015 |
|
|
13.9 |
|
Thereafter |
|
|
37.5 |
|
|
|
|
|
Total |
|
$ |
114.4 |
|
|
|
|
|
Rental expense amounted to US$13.2 million, US$14.5 million and US$10.2 million for the years
ended 31 March 2010, 2009 and 2008, respectively.
Capital Commitments
Commitments for the acquisition of plant and equipment and other purchase obligations, primarily in
the United States, contracted for but not recognised as liabilities and generally payable within
one year, were US$0.7 million at 31 March 2010.
F-34
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
14. Income Taxes
Income tax expense includes income taxes currently payable and those deferred because of temporary
differences between the financial statement and tax bases of assets and liabilities. Income tax
(expense) benefit consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
(Loss) income from operations
before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic1 |
|
$ |
12.8 |
|
|
$ |
24.6 |
|
|
$ |
80.1 |
|
Foreign |
|
|
(31.5 |
) |
|
|
131.2 |
|
|
|
(115.6 |
) |
|
|
|
|
|
|
|
|
|
|
Total (loss) income before income taxes |
|
$ |
(18.7 |
) |
|
$ |
155.8 |
|
|
$ |
(35.5 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit: |
|
|
|
|
|
|
|
|
|
|
|
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic1 |
|
$ |
0.6 |
|
|
$ |
(0.1 |
) |
|
$ |
(7.1 |
) |
Foreign |
|
|
(137.7 |
) |
|
|
37.4 |
|
|
|
(102.1 |
) |
|
|
|
|
|
|
|
|
|
|
Current income tax (expense) benefit |
|
|
(137.1 |
) |
|
|
37.3 |
|
|
|
(109.2 |
) |
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic1 |
|
|
(0.9 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
Foreign |
|
|
71.8 |
|
|
|
(56.7 |
) |
|
|
73.3 |
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax benefit (expense) |
|
|
70.9 |
|
|
|
(56.8 |
) |
|
|
73.1 |
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
(66.2 |
) |
|
$ |
(19.5 |
) |
|
$ |
(36.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Since JHI SE is a Dutch parent holding company, domestic represents The Netherlands. |
Income tax (expense) benefit computed at the statutory rates represents taxes on income applicable
to all jurisdictions in which the Company conducts business, calculated as the statutory income tax
rate in each jurisdiction multiplied by the pre-tax income attributable to that jurisdiction.
Income tax (expense) benefit is reconciled to the tax at the statutory rates as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Income tax benefit (expense) at statutory tax rates |
|
$ |
8.3 |
|
|
$ |
(47.0 |
) |
|
$ |
7.8 |
|
US state income taxes, net of the federal benefit |
|
|
(3.7 |
) |
|
|
(2.9 |
) |
|
|
(1.9 |
) |
Asbestos effect of foreign exchange |
|
|
(66.4 |
) |
|
|
51.2 |
|
|
|
(27.5 |
) |
Benefit from Dutch financial risk reserve regime |
|
|
3.2 |
|
|
|
1.8 |
|
|
|
7.3 |
|
Expenses not deductible |
|
|
(3.7 |
) |
|
|
(7.8 |
) |
|
|
(3.2 |
) |
Non-assessable items |
|
|
2.0 |
|
|
|
1.6 |
|
|
|
2.7 |
|
Losses not available for carryforward |
|
|
(0.6 |
) |
|
|
(4.1 |
) |
|
|
(1.4 |
) |
Change in reserves |
|
|
(2.2 |
) |
|
|
(13.4 |
) |
|
|
(18.5 |
) |
Taxes on foreign income |
|
|
(1.6 |
) |
|
|
(2.7 |
) |
|
|
(2.1 |
) |
State amended returns and audit |
|
|
(2.2 |
) |
|
|
3.0 |
|
|
|
|
|
Other permanent items |
|
|
0.7 |
|
|
|
0.8 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
Total income tax (expense) benefit |
|
$ |
(66.2 |
) |
|
$ |
(19.5 |
) |
|
$ |
(36.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
354.0 |
% |
|
|
12.5 |
% |
|
|
101.7 |
% |
|
|
|
|
|
|
|
|
|
|
F-35
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Deferred tax balances consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Asbestos liability |
|
$ |
436.6 |
|
|
$ |
345.5 |
|
Other provisions and accruals |
|
|
37.4 |
|
|
|
28.5 |
|
Net operating loss carryforwards |
|
|
9.9 |
|
|
|
10.8 |
|
Capital loss carryforwards |
|
|
30.4 |
|
|
|
22.8 |
|
Taxes on intellectual property transfer |
|
|
|
|
|
|
3.6 |
|
Prepayments |
|
|
2.8 |
|
|
|
4.2 |
|
Foreign currency movements |
|
|
|
|
|
|
6.6 |
|
Other |
|
|
0.2 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
517.3 |
|
|
|
424.1 |
|
Valuation allowance |
|
|
(39.2 |
) |
|
|
(31.7 |
) |
|
|
|
|
|
|
|
Total deferred tax assets, net of valuation
allowance |
|
|
478.1 |
|
|
|
392.4 |
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
(115.7 |
) |
|
|
(105.7 |
) |
Accrued interest income |
|
|
(12.0 |
) |
|
|
(7.5 |
) |
Foreign currency movements |
|
|
(0.3 |
) |
|
|
|
|
Total deferred tax liabilities |
|
|
(128.0 |
) |
|
|
(113.2 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
350.1 |
|
|
$ |
279.2 |
|
|
|
|
|
|
|
|
The Company establishes a valuation allowance against a deferred tax asset if it is more
likely than not that some portion or all of the deferred tax asset will not be realised. The
Company has established a valuation allowance pertaining to all of its Australian and European
capital loss carry-forwards. The valuation allowance increased by US$7.5 million during fiscal year
2010 due to foreign currency movements.
At 31 March 2010, the Company had Australian tax loss carry-forwards of approximately US$3.0
million that will never expire.
At 31 March 2010, the Company had US$101.3 million in Australian capital loss carry-forwards which
will never expire. At 31 March 2010, the Company had a 100% valuation allowance against the
Australian capital loss carry-forwards.
At 31 March 2010, the Company had European tax loss carry-forwards of approximately US$32.8 million
that are available to offset future taxable income, of which US$22.3 million will never expire.
Carry-forwards of US$10.5 million will expire in fiscal 2019. At 31 March 2010, the Company had a
100% valuation allowance against the European tax loss carry-forwards.
In determining the need for and the amount of a valuation allowance in respect of the Companys
asbestos related deferred tax asset, management reviewed the relevant empirical evidence, including
the current and past core earnings of the Australian business and forecast earnings of the
Australian business considering current trends. Although realisation of the deferred tax asset will
occur over the life of the Amended FFA, which extends beyond the forecast period for the Australian
business, Australia provides an unlimited carry-forward period for tax losses. Based upon
managements
F-36
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
review, the Company believes that it is more likely than not that the Company will
realise its asbestos related deferred tax asset and that no valuation allowance is necessary as of
31 March 2010. In the future, based on review of the empirical evidence by management at that time,
if management determines that realisation of its asbestos related deferred tax asset is not more
likely than not, the Company may need to provide a valuation allowance to reduce the carrying value
of the asbestos related deferred tax asset to its realisable value.
At 31 March 2010, the undistributed earnings of non-Dutch subsidiaries approximated US$790.4
million. The Company intends to indefinitely reinvest these earnings, and accordingly, has not
provided for taxes that would be payable upon remittance of those earnings. The amount of the
potential deferred tax liability related to undistributed earnings is impracticable to determine at
this time.
The Company is subject to ongoing reviews by taxing jurisdictions on various tax matters, including
challenges to various positions the Company asserts on its income tax returns. The Company accrues
for tax contingencies based upon its best estimate of the taxes ultimately expected to be paid,
which it updates over time as more information becomes available. Such amounts are included in
taxes payable or other non-current liabilities, as appropriate. If the Company ultimately
determines that payment of these amounts is unnecessary, the Company reverses the liability
and recognises a tax benefit during the period in which the Company determines that the liability
is no longer necessary. The Company records additional tax expense in the period in which it
determines that the recorded tax liability is less than the ultimate assessment it expects.
In fiscal years 2010, 2009 and 2008, the Company recorded an income tax expense of US$2.2 million,
an income tax benefit of US$3.0 million and nil, respectively, as a result of the finalisation of
certain tax audits (whereby certain matters were settled), the expiration of the statute of
limitations related to certain tax positions and adjustments to income tax balances based on the
filing of amended income tax returns, which give rise to the benefit recorded by the Company.
The Company or its subsidiaries files income tax returns in various jurisdictions including the
United States, The Netherlands, Australia and the Republic of Ireland. The Company is no longer
subject to US federal examinations by US Internal Revenue Service (IRS) for tax years prior to
tax year 2007. The Company is no longer subject to examinations by The Netherlands tax authority,
for tax years prior to tax year 2005. The Company is no longer subject to Australian federal
examinations by the Australian Taxation Office (ATO) for tax years prior to tax year 2007.
The Company currently derives significant tax benefits under the US-Netherlands tax treaty. The
treaty was amended during fiscal year 2005 and became effective for the Company on 1 February 2006.
The amended treaty provides, among other things, requirements that the Company must meet for the
Company to continue to qualify for treaty benefits and its effective income tax rate. During fiscal
year 2006, the Company made changes to its organisational and operational structure to satisfy the
requirements of the amended treaty and believes that it is in compliance and should continue
qualifying for treaty benefits. However, if during a subsequent tax audit or related process, the
Internal Revenue Service (IRS) determines that these changes do not meet the requirements, the
Company may not qualify for treaty benefits and its effective income tax rate could significantly
increase beginning in the fiscal year that such determination is made and it could be liable for
taxes owed for calendar year 2008 and subsequent periods.
The Company believes that it is more likely than not that it is in compliance and should continue
qualifying for treaty benefits. Therefore, the Company believes that the requirements for
recording a liability have not been met and therefore it has not recorded any liability at 31
March 2010 for the treaty benefits.
F-37
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
ATO
1999 Disputed Amended Assessment
In March 2006, RCI Pty Ltd (RCI), a wholly-owned subsidiary of the Company, received an amended
assessment from the ATO with respect to RCIs income tax return for the year ended 31 March 1999.
The amended assessment related to the amount of net capital gains arising as a result of an
internal corporate restructure carried out in 1998 and was issued pursuant to the discretion
granted to the Commissioner of Taxation under Part IVA of the Income Tax Assessment Act 1936. The
amended assessment issued to RCI was for a total of A$412.0 million. However, after subsequent
remissions of general interest charges (GIC) by the ATO the total was changed to A$368.0 million,
comprising primary tax after allowable credits, penalties, and GIC.
During fiscal year 2007, RCI agreed with the ATO that in accordance with the ATO Receivable Policy,
RCI would pay 50% of the total amended assessment being A$184.0 million (US$152.5 million), and
provide a guarantee from James Hardie Industries SE (formerly 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. RCI also agreed to pay GIC accruing on the unpaid balance of the
amended assessment in arrears on a quarterly basis.
On 30 May 2007, the ATO issued a Notice of Decision disallowing RCIs objection to the amended
assessment (Objection Decision). On 11 July 2007, RCI filed an application appealing the
Objection Decision and the matter was heard before the Federal Court of Australia in September
2009. Judgment was reserved and a decision is awaited.
The Company believes that it is more-likely-than-not that the tax position reported in RCIs tax
return for the 1999 fiscal year will be upheld on appeal. Therefore, the Company has not recorded
any liability at 31 March 2010 for the amended assessment.
The Company expects that amounts paid in respect of the amended assessment will 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 all payments in respect of the amended assessment that have been
made up through 31 March 2010 and related accrued interest receivable as a deposit, and it is the
Companys intention to treat any payments to be made at a later date as a deposit. At 31 March 2010
and 2009, this deposit totaled US$247.2 (A$269.9 million) and US$173.5 million (A$252.5 million),
respectively.
Included in other non-current liabilities are taxes payable on accrued interest of US$43.0 and
US$27.3 at 31 March 2010 and 2009, respectively.
ATO Settlement
As announced on 12 December 2008, the Company and the ATO reached an agreement that finalised tax
audits being conducted by the ATO on the Companys Australian income tax returns for the years
ended 31 March 2002 and 31 March 2004 through 31 March 2006 and settled all outstanding issues
arising from these tax audits. With the exception of the assessment in respect of RCI for the 1999
financial year, the settlement concluded ATO audit activities for all years prior to the year ended
31 March 2007.
The agreed settlement, made without concessions or admissions of liability by either the Company or
the ATO, required the Company to pay an amount of US$101.6 million (A$153.0 million) in December
2008.
F-38
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Dutch Exit Tax
In connection with implementing Stage 1 of the Companys proposal to re-domicile its corporate seat
from The Netherlands to the Republic of Ireland, the Company incurred a tax liability that arose
from: (i) a capital gain on the transfer of its intellectual property from The Netherlands to a
newly-formed James Hardie entity located in Bermuda and tax resident in the Republic of Ireland and
(ii) the exit from the Dutch Financial Risk Reserve regime.
The Dutch Tax Authority (the DTA) reviewed the Companys assessed fair value of the intellectual
property as performed by a third party valuation firm. Based on the DTAs review, the Company
incurred a capital gain and Dutch exit tax liability of US$40.8 million. The charge has been
deferred and included in non-current Other Assets on the Companys consolidated balance sheet as of
31 March 2010 and will be amortised on a straight-line basis over the remaining useful life of the
intellectual property.
Unrecognised Tax Benefits
A reconciliation of the beginning and ending amount of unrecognised tax benefits and interest and
penalties are as follows:
|
|
|
|
|
|
|
|
|
|
|
Unrecognised |
|
|
Interest and |
|
(US$ millions) |
|
tax benefits |
|
|
Penalties |
|
|
|
|
|
|
|
|
Balance at 1 April 2007 |
|
$ |
39.0 |
|
|
$ |
39.7 |
|
|
|
|
|
|
|
|
|
|
Additions for tax positions of the current year |
|
|
1.3 |
|
|
|
|
|
Additions for tax positions of prior year |
|
|
16.0 |
|
|
|
1.8 |
|
Foreign currency translation adjustment |
|
|
5.6 |
|
|
|
5.5 |
|
|
|
|
|
|
|
|
Balance at 31 March 2008 |
|
$ |
61.9 |
|
|
$ |
47.0 |
|
|
|
|
|
|
|
|
|
|
Additions for tax positions of the current year |
|
|
1.7 |
|
|
|
|
|
Additions (deletions) for tax positions of prior year |
|
|
37.3 |
|
|
|
(14.3 |
) |
Settlements paid during the current period |
|
|
(72.0 |
) |
|
|
(39.6 |
) |
Foreign currency translation adjustment |
|
|
(16.6 |
) |
|
|
(9.1 |
) |
|
|
|
|
|
|
|
Balance at 31 March 2009 |
|
$ |
12.3 |
|
|
$ |
(16.0 |
) |
|
|
|
|
|
|
|
|
|
Additions for tax positions of the current year |
|
|
1.2 |
|
|
|
|
|
Additions (deletions) for tax positions of prior year |
|
|
4.4 |
|
|
|
(4.1 |
) |
Other reductions for the tax positions of prior periods |
|
|
(10.2 |
) |
|
|
(0.6 |
) |
Foreign currency translation adjustment |
|
|
|
|
|
|
(6.2 |
) |
|
|
|
|
|
|
|
Balance at 31 March 2010 |
|
$ |
7.7 |
|
|
$ |
(26.9 |
) |
|
|
|
|
|
|
|
As of 31 March 2010, the total amount of unrecognised tax benefits and the total amount of
interest and penalties accrued related to unrecognised tax benefits that, if recognised, would
affect the effective tax rate is US$7.7 million and an expense of US$26.9 million, respectively.
The Company recognises penalties and interest accrued related to unrecognised tax benefits in
income tax expense. During the year ended 31 March 2010 and 2009, the total amount of interest and
penalties recognised in tax expense as a benefit was US$4.7 million and US$14.3 million,
respectively.
F-39
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The liabilities associated with uncertain tax benefits are included in other non-current
liabilities on the Companys consolidated balance sheet.
A number of years may lapse before an uncertain tax position is audited and ultimately settled. It
is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax
positions. It is reasonably possible that the amount of unrecognised tax benefits could
significantly increase or decrease within the next twelve months. These changes could result from
the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of the
statute of limitations, or other circumstances. At this time, an estimate of the range of the
reasonably possible change cannot be made.
On 1 April 2007, the Company adopted a new accounting standard for uncertainty in income taxes.
This standard clarified the accounting for uncertainty in income taxes recognised in an
enterprises financial statements. The adoption of this standard resulted in the reduction of the
Companys consolidated beginning retained earnings of US$78.0 million. As of the adoption date, the
Company had US$39.0 million of gross unrecognised tax benefits that, if recognised, would affect
the effective tax rate. As of the adoption date, the Companys opening accrual for interest and
penalties was US$39.7 million.
15. Stock-Based Compensation
At 31 March 2010, the Company had the following equity award plans: the Executive Share Purchase
Plan; the JHI SE 2001 Equity Incentive Plan; the 2005 Managing Board Transition Stock Option Plan;
the Long-Term Incentive Plan 2006 as amended in 2009 and the Supervisory Board Share Plan 2006.
Compensation expense arising from equity-based award grants as estimated using pricing models was
US$7.7 million, US$7.2 million, US$7.7 million for the years ended 31 March 2010, 2009 and 2008,
respectively. As of 31 March 2010, the unrecorded deferred stock-based compensation balance related
to equity awards was US$8.9 million after estimated forfeitures and will be recognised over an
estimated weighted average amortisation period of 2.4 years.
JHI SE 2001 Equity Incentive Plan
Under the JHI SE 2001 Equity Incentive Plan (the 2001 Equity Incentive Plan), the Company can
grant equity awards in the form of nonqualified stock options, performance awards, restricted stock
grants, stock appreciation rights, dividend equivalent rights, phantom stock or other stock-based
benefits such as restricted stock units. The 2001 Equity Incentive Plan was approved by the
Companys shareholders and the Joint Board subject to implementation of the consummation of the
2001 Reorganisation. The Company is authorised to issue 45,077,100 shares under the 2001 Equity
Incentive Plan.
On 19 October 2001 (the grant date), JHI NV granted 5,468,829 options to purchase shares of the
Companys common stock under 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. As
of 31 March 2010, 115,140 options were outstanding and exercisable with an exercise price of
A$3.78. The options will expire in November 2010.
F-40
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Under the 2001 Equity Incentive Plan, additional grants have been made at fair market value to
management and other employees of the Company. Each option confers the right to subscribe for one
ordinary share in the capital of JHI SE. The options may be exercised as follows: 25% after the
first year; 25% after the second year; and 50% after the third year. All unexercised options expire
10 years from the date of issue or 90 days after the employee ceases to be employed by the Company.
The following table summarises the additional stock option grants:
|
|
|
|
|
|
|
|
|
|
|
|
|
Original |
|
|
Number |
|
|
Option |
|
|
Exercise |
|
|
of Options |
|
|
Expiration |
Share Grant Date |
|
Price (A$) |
|
|
Granted |
|
|
Date |
|
December 2001 |
|
|
5.65 |
|
|
|
4,248,417 |
|
|
December 2011 |
December 2002 |
|
|
6.66 |
|
|
|
4,037,000 |
|
|
December 2012 |
December 2003 |
|
|
7.05 |
|
|
|
6,179,583 |
|
|
December 2013 |
December 2004 |
|
|
5.99 |
|
|
|
5,391,100 |
|
|
December 2014 |
February 2005 |
|
|
6.30 |
|
|
|
273,000 |
|
|
February 2015 |
December 2005 |
|
|
8.90 |
|
|
|
5,224,100 |
|
|
December 2015 |
March 2006 |
|
|
9.50 |
|
|
|
40,200 |
|
|
March 2016 |
November 2006 |
|
|
8.40 |
|
|
|
3,499,490 |
|
|
November 2016 |
March 2007 |
|
|
8.90 |
|
|
|
179,500 |
|
|
March 2017 |
March 2007 |
|
|
8.35 |
|
|
|
151,400 |
|
|
March 2017 |
December 2007 |
|
|
6.38 |
|
|
|
5,031,310 |
|
|
December 2017 |
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 prices 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.
Under the 2001 Equity Incentive Plan, the Company granted 278,569 and 1,690,711 restricted shares
of common stock to its employees in the years ended 31 March 2010 and 2009, respectively. These
restricted shares may not be sold, transferred, assigned, pledged or otherwise encumbered so long
as such shares remain restricted. The Company determines the conditions or restrictions of any
restricted stock awards, which may include requirements of continued employment, individual
performance or the Companys financial performance or other criteria. At 31 March 2010, there were
1,416,339 restricted stock units outstanding under this plan.
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 shares that may be issued and outstanding or subject to
outstanding options under this plan without further shareholder approval is 1,320,000 shares. There
were 1,090,000 and 1,320,000 options outstanding at 31 March 2010 and 2009, respectively, 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 Board directors 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
F-41
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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.
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 options in the Company to members of the Companys
Managing Board and to Executives. At the Companys 2008 Annual General Meeting, the shareholders
amended the LTIP to also allow restricted stock units to be granted under the LTIP.
In November 2006 and August 2007, 1,132,000 and 1,016,000 options were granted to the members of
the Managing Board, respectively, under the LTIP. The vesting of these equity awards are subject to
performance hurdles as outlined in the LTIP rules. Unexercised options expire 10 years from the
date of issue.
In September 2008, December 2008, May 2009, September 2009 and December 2009, 1,023,865, 545,757,
1,066,595, 522,000 and 181,656 restricted stock units, respectively, were granted under the LTIP to
members of the Companys Managing Board and to senior members of management. These restricted
shares may not be sold, transferred, assigned, pledged or otherwise encumbered so long as such
shares remain restricted. The Company determines the conditions or restrictions of any restricted
stock awards, which may include requirements of continued employment, individual performance or the
Companys financial performance or other criteria. Restricted stock units expire on exercise,
vesting or as set out in the LTIP rules.
At 31 March 2010, there were 1,937,000 options and 3,320,382 restricted stock units outstanding
under this plan.
Supervisory Board Share Plan 2006
At the 2006 Annual General Meeting, the Companys shareholders approved the replacement of its
Supervisory Board Share Plan 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. At 31 March 2010, 98,106 shares had
been acquired under this plan.
F-42
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Stock Options
The following table summarises all of the Companys stock options available for grant and the
movement in all of the Companys outstanding options during the noted period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Shares |
|
|
|
|
|
|
Average |
|
|
|
Available for |
|
|
|
|
|
|
Exercise |
|
|
|
Grant |
|
|
Number |
|
|
Price (A$) |
|
Balance at 31 March 2008 |
|
|
15,564,294 |
|
|
|
22,190,237 |
|
|
|
7.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newly Authorised |
|
|
4,291,230 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(25,000 |
) |
|
|
5.99 |
|
Forfeited |
|
|
|
|
|
|
(3,892,309 |
) |
|
|
7.34 |
|
Forfeitures available for re-grant |
|
|
3,892,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2009 |
|
|
23,747,833 |
|
|
|
18,272,928 |
|
|
|
7.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(2,058,275 |
) |
|
|
5.51 |
|
Forfeited |
|
|
|
|
|
|
(1,770,215 |
) |
|
|
7.97 |
|
Forfeitures available for re-grant |
|
|
1,540,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2010 |
|
|
25,288,048 |
|
|
|
14,444,438 |
|
|
|
7.44 |
|
|
|
|
|
|
|
|
|
|
|
|
The Companys stock based-compensation expense is the estimated fair value of options granted
over the periods in which the stock options vest.
The Company estimates the fair value of each option grant on the date of grant using either
the Black-Scholes option-pricing model or a binomial lattice model that incorporates a Monte Carlo
Simulation (the Monte Carlo method).
There were no stock options granted during the years 31 March 2010 and 2009. For the year ended 31
March 2008, the Company granted 5,031,310 stock options under the 2001 Equity Incentive Plan. For
the year ended 31 March 2008, the Company granted 1,016,000 stock options under the LTIP.
The following table includes the weighted average assumptions and weighted average fair values used
for stock option grants valued using the Black-Scholes option-pricing model during the year ended
31 March 2008:
|
|
|
|
|
Dividend yield |
|
|
5.0 |
% |
Expected volatility |
|
|
30.0 |
% |
Risk free interest rate |
|
|
3.4 |
% |
Expected life in years |
|
|
4.4 |
|
Weighted average fair value at grant date (A$) |
|
|
1.13 |
|
Number of stock options |
|
|
5,031,310 |
|
F-43
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The following table includes the weighted average assumptions and weighted average fair values
used for stock option grants valued using a binomial lattice model that incorporates the Monte
Carlo method during the year ended 31 March 2008:
|
|
|
|
|
Dividend yield |
|
|
5.0 |
% |
Expected volatility |
|
|
32.1 |
% |
Risk free interest rate |
|
|
4.2 |
% |
Weighted average fair value at grant date (A$) |
|
|
3.14 |
|
Number of stock options |
|
|
1,016,000 |
|
The total intrinsic value of stock options exercised was A$4.7 million, nil and A$1.2 million
for the years ended 31 March 2010, 2009 and 2008, respectively.
The weighted average grant-date fair value of stock options granted was A$1.47 per share during the
year ended 31 March 2008.
Windfall tax benefits realised in the United States from stock options exercised and included in
cash flows from financing activities in the consolidated statements of cash flows were US$0.9
million, nil and nil for the years ended 31 March 2010, 2009 and 2008, respectively.
The following table summarises outstanding and exercisable options as of 31 March 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
Average |
|
|
Aggregate |
|
Exercise |
|
|
|
|
|
Remaining |
|
|
Exercise |
|
|
Intrinsic |
|
|
|
|
|
|
Exercise |
|
|
Intrinsic |
|
Price (A$) |
|
Number |
|
|
Life (in Years) |
|
|
Price (A$) |
|
|
Value |
|
|
Number |
|
|
Price (A$) |
|
|
Value (A$) |
|
|
|
|
|
|
3.09 |
|
|
115,140 |
|
|
|
0.6 |
|
|
|
3.09 |
|
|
|
480,134 |
|
|
|
115,140 |
|
|
|
3.09 |
|
|
|
480,134 |
|
5.06 |
|
|
254,309 |
|
|
|
1.7 |
|
|
|
5.06 |
|
|
|
559,480 |
|
|
|
254,309 |
|
|
|
5.06 |
|
|
|
559,836 |
|
5.99 |
|
|
1,523,250 |
|
|
|
4.7 |
|
|
|
5.99 |
|
|
|
1,934,528 |
|
|
|
1,523,250 |
|
|
|
5.99 |
|
|
|
1,934,528 |
|
6.30 |
|
|
93,000 |
|
|
|
4.9 |
|
|
|
6.30 |
|
|
|
89,280 |
|
|
|
93,000 |
|
|
|
6.30 |
|
|
|
89,280 |
|
6.38 |
|
|
2,638,729 |
|
|
|
7.7 |
|
|
|
6.38 |
|
|
|
2,322,082 |
|
|
|
1,103,462 |
|
|
|
6.38 |
|
|
|
971,047 |
|
6.45 |
|
|
796,500 |
|
|
|
2.7 |
|
|
|
6.45 |
|
|
|
645,165 |
|
|
|
796,500 |
|
|
|
6.45 |
|
|
|
645,165 |
|
7.05 |
|
|
1,758,250 |
|
|
|
3.7 |
|
|
|
7.05 |
|
|
|
369,233 |
|
|
|
1,758,250 |
|
|
|
7.05 |
|
|
|
369,233 |
|
7.83 |
|
|
1,016,000 |
|
|
|
7.4 |
|
|
|
7.83 |
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
8.35 |
|
|
151,400 |
|
|
|
7.0 |
|
|
|
8.35 |
|
|
|
|
|
|
|
151,400 |
|
|
|
8.35 |
|
|
|
|
|
8.40 |
|
|
2,646,560 |
|
|
|
6.6 |
|
|
|
8.40 |
|
|
|
|
|
|
|
2,470,160 |
|
|
|
8.40 |
|
|
|
|
|
8.53 |
|
|
1,090,000 |
|
|
|
5.7 |
|
|
|
8.53 |
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
8.90 |
|
|
2,321,100 |
|
|
|
5.7 |
|
|
|
8.90 |
|
|
|
|
|
|
|
2,321,100 |
|
|
|
8.90 |
|
|
|
|
|
9.50 |
|
|
40,200 |
|
|
|
5.9 |
|
|
|
9.50 |
|
|
|
|
|
|
|
40,200 |
|
|
|
9.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
14,444,438 |
|
|
|
6.6 |
|
|
|
7.44 |
|
|
|
6,399,902 |
|
|
|
10,626,771 |
|
|
|
6.83 |
|
|
|
5,049,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic
value based on stock options with an exercise price less than the Companys closing stock price of
A$7.26 as of 31 March 2010, which would have been received by the option holders had those option
holders exercised their options as of that date.
F-44
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Restricted Stock
The Company estimates the value of restricted stock issued and recognises this estimated value as
compensation expense over the periods in which the restricted stock vests.
The following table summarises all of the Companys restricted stock activity during the noted
period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average Fair |
|
|
|
|
|
|
|
Value at Grant |
|
|
|
Shares |
|
|
Date (A$) |
|
Nonvested at 31 March 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
3,260,333 |
|
|
|
3.98 |
|
Vested |
|
|
(24,052 |
) |
|
|
3.85 |
|
Forfeited |
|
|
(245,220 |
) |
|
|
4.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at 31 March 2009 |
|
|
2,991,061 |
|
|
|
3.95 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,048,820 |
|
|
|
5.38 |
|
Vested |
|
|
(208,884 |
) |
|
|
3.85 |
|
Forfeited |
|
|
(94,276 |
) |
|
|
4.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at 31 March 2010 |
|
|
4,736,721 |
|
|
|
4.57 |
|
|
|
|
|
|
|
|
|
Restricted Stock service vesting
The Company granted restricted stock units with a service vesting condition to employees as
follows:
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
|
|
Stock Units |
|
Grant Date |
|
Equity Award Plan |
|
Granted |
|
17 June 2008 |
|
2001 Equity Incentive Plan |
|
|
698,440 |
|
15 September 2008 |
|
Long-Term Incentive Plan |
|
|
201,324 |
|
17 December 2008 |
|
2001 Equity Incentive Plan |
|
|
992,271 |
|
29 May 2009 |
|
Long-Term Incentive Plan |
|
|
1,066,595 |
|
7 December 2009 |
|
2001 Equity Incentive Plan |
|
|
278,569 |
|
|
|
|
|
|
|
|
|
|
|
|
3,237,199 |
|
|
|
|
|
|
|
The fair value of each restricted stock unit (service vesting) is equal to the market value of
the Companys common stock on the date of grant, adjusted for the fair value of dividends as the
restricted stock holder is not entitled to dividends over the vesting period.
F-45
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The following table includes the assumptions used for restricted stock grants (service vesting)
valued during the years ended 31 March 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
|
07 Dec 2009 |
|
29 May 2009 |
|
17 Dec 2008 |
|
15 Sep 2008 |
|
17 Jun 2008 |
|
Dividend yield (per annum)1 |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.10 |
|
|
$ |
0.20 |
|
|
$ |
0.20 |
|
Risk free interest rate1 |
|
|
n/a |
|
|
|
n/a |
|
|
|
1.3 |
% |
|
|
1.8 |
% |
|
|
2.9 |
% |
Expected life in years |
|
|
3.0 |
|
|
|
2.0 |
|
|
|
3.0 |
|
|
|
2.0 |
|
|
|
2.0 |
|
JHX stock price at grant date (A$) |
|
|
8.30 |
|
|
|
4.31 |
|
|
|
3.85 |
|
|
|
4.98 |
|
|
|
4.93 |
|
Number of restricted stock units |
|
|
278,569 |
|
|
|
1,066,595 |
|
|
|
992,271 |
|
|
|
201,324 |
|
|
|
698,440 |
|
|
|
|
1 |
|
The risk free rate for the grants in fiscal year 2010 are not applicable as the
assumed dividend yield is nil. |
Restricted Stock market condition
Under the terms of the LTIP, the Company granted 703,656 and 1,368,298 restricted stock units
(market condition) to members of the Companys Managing Board and senior managers during the years
ended 31 March 2010 and 2009, respectively. The vesting of these restricted stock units is subject
to a market condition as outlined in the LITP rules.
The fair value of each of these restricted stock units (market condition) granted under the LTIP is
estimated using a binomial lattice model that incorporates a Monte Carlo Simulation (the Monte
Carlo method).
The following table includes the assumptions used for restricted stock grants (market condition)
valued during the years ended 31 March:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
|
11 Dec 2009 |
|
15 Sep 2009 |
|
17 Dec 2008 |
|
15 Sep 2008 |
|
Expected volatility |
|
|
49.9 |
% |
|
|
42.1 |
% |
|
|
37.6 |
% |
|
|
34.9 |
% |
Risk free interest rate |
|
|
2.1 |
% |
|
|
2.5 |
% |
|
|
1.3 |
% |
|
|
2.6 |
% |
Expected life in years |
|
|
3.0 |
|
|
|
3.0 |
|
|
|
3.0 |
|
|
|
3.0 |
|
JHX stock price at grant date (A$) |
|
|
8.20 |
|
|
|
7.04 |
|
|
|
3.85 |
|
|
|
4.98 |
|
Number of restricted stock units |
|
|
181,656 |
|
|
|
522,000 |
|
|
|
545,757 |
|
|
|
822,541 |
|
Scorecard LTI Cash Settled Units
Under the terms of the LTIP, the Company granted awards equivalent to 1,089,265 and nil Scorecard
LTI units during the years ended 31 March 2010 and 2009, respectively, that provide
recipients a cash incentive based on JHI SEs common stock price on the vesting date. The vesting
of awards is measured on individual performance conditions based on certain performance measures.
Compensation expense recognised for awards are based on the fair market
value of JHI SEs common stock on the date of grant and recorded as a liability. The liability is
adjusted for subsequent changes in JHI SEs common stock price at each balance sheet date.
F-46
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Cash Settled Units
The Company granted 35,741 and nil cash settled units (service vesting) to employees during the
years ended 31 March 2010 and 2009, respectively, under the 2001 Equity Incentive Plan.
Compensation expense recognised for awards are based on the fair market value of JHI SEs common
stock on the date of grant and recorded as a liability. The liability is adjusted for subsequent
changes in JHI SEs common stock price at each balance sheet date.
The total compensation cost related to liability classified awards for the years ended 31 March
2010 and 2009 was US$1.6 million and nil, respectively.
16. Share Repurchase Program
On 15 August 2007, the Company announced a share repurchase program of up to 10% of the Companys
issued capital, approximately 46.8 million shares. The Company repurchased nil, nil and 35.7
million shares of common stock during the years ended 31 March 2010, 2009 and 2008, respectively.
The shares repurchased during the year ended 31 March 2008 had an aggregate cost of A$236.4 million
(US$208.0 million) and the average price paid per share of common stock was A$6.62 (US$5.83). The
US dollar amounts were determined using the weighted average spot rates for the days on which
shares were purchased. The Company officially cancelled 35.0 million shares on 31 March 2008. On 27
March 2009, the Company cancelled the remaining 0.7 million shares held in treasury. The Company
ceased the share repurchase program on 20 August 2008.
17. 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 Managing Board of Directors. USA and Europe Fibre
Cement manufactures fibre cement interior linings, exterior siding and related accessories products
in the United States; these products are sold in the United States, Canada and Europe. Asia Pacific
Fibre Cement includes all fibre cement manufactured in Australia, New Zealand and the Philippines
and sold in Australia, New Zealand, Asia, the Middle East, and various Pacific Islands. Research
and Development represents the cost incurred by the research and development centres.
The Companys operating segments are strategic operating units that are managed separately due to
their different products and/or geographical location. On 1 April 2008, the Company realigned its
operating segments by combining the previously reported segments of USA Fibre Cement and Other into
one operating segment, USA and Europe Fibre Cement. On 22 May 2008, the Company ceased operation of
its pipe business in the United States.
F-47
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Operating Segments
The following are the Companys operating segments and geographical information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
USA & Europe Fibre Cement |
|
$ |
828.1 |
|
|
$ |
929.3 |
|
|
$ |
1,170.5 |
|
Asia Pacific Fibre Cement |
|
|
296.5 |
|
|
|
273.3 |
|
|
|
298.3 |
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,124.6 |
|
|
$ |
1,202.6 |
|
|
$ |
1,468.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Income Before Income Taxes |
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
USA & Europe Fibre Cement2, 3 |
|
$ |
208.5 |
|
|
$ |
199.3 |
|
|
$ |
235.2 |
|
Asia Pacific Fibre Cement2 |
|
|
58.7 |
|
|
|
47.1 |
|
|
|
50.3 |
|
Research and Development2 |
|
|
(19.0 |
) |
|
|
(18.9 |
) |
|
|
(18.1 |
) |
|
|
|
|
|
|
|
|
|
|
Segments total |
|
|
248.2 |
|
|
|
227.5 |
|
|
|
267.4 |
|
General Corporate4 |
|
|
(269.2 |
) |
|
|
(53.9 |
) |
|
|
(304.0 |
) |
|
|
|
|
|
|
|
|
|
|
Total operating (loss) income |
|
|
(21.0 |
) |
|
|
173.6 |
|
|
|
(36.6 |
) |
Net interest (expense) income5 |
|
|
(4.0 |
) |
|
|
(3.0 |
) |
|
|
1.1 |
|
Other income (expense) |
|
|
6.3 |
|
|
|
(14.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
(18.7 |
) |
|
$ |
155.8 |
|
|
$ |
(35.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
USA & Europe Fibre Cement |
|
$ |
780.8 |
|
|
$ |
765.6 |
|
Asia Pacific Fibre Cement |
|
|
216.9 |
|
|
|
167.9 |
|
Research and Development |
|
|
14.2 |
|
|
|
12.2 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,011.9 |
|
|
|
945.7 |
|
General Corporate6, 7 |
|
|
1,166.9 |
|
|
|
946.0 |
|
|
|
|
|
|
|
|
Worldwide total |
|
|
$2,178.8 |
|
|
$ |
1,891.7 |
|
|
|
|
|
|
|
|
F-48
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Geographic
Areas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
USA |
|
$ |
808.9 |
|
|
$ |
912.2 |
|
|
$ |
1,153.1 |
|
Australia |
|
|
214.3 |
|
|
|
193.2 |
|
|
|
198.6 |
|
New Zealand |
|
|
50.6 |
|
|
|
50.0 |
|
|
|
67.3 |
|
Other Countries |
|
|
50.8 |
|
|
|
47.2 |
|
|
|
49.8 |
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,124.6 |
|
|
$ |
1,202.6 |
|
|
$ |
1,468.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
USA |
|
$ |
783.6 |
|
|
$ |
767.4 |
|
Australia |
|
|
131.6 |
|
|
|
99.8 |
|
New Zealand |
|
|
49.8 |
|
|
|
27.1 |
|
Other Countries |
|
|
46.9 |
|
|
|
51.4 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,011.9 |
|
|
|
945.7 |
|
General Corporate6, 7 |
|
|
1,166.9 |
|
|
|
946.0 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
2,178.8 |
|
|
$ |
1,891.7 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Export sales and inter-segmental sales are not significant. |
|
2 |
|
Research and development costs of US$10.4 million, US$8.0 million and US$7.7 million
in fiscal years 2010, 2009 and 2008, respectively, were expensed in the USA and Europe Fibre Cement
segment. Research and development costs of US$1.0 million, US$1.2 million and US$1.6 million in
fiscal years 2010, 2009 and 2008, respectively, were expensed in the Asia Pacific Fibre Cement
segment. Research and development costs of US$15.7 million, US$14.4 million and US$18.0 million in
fiscal years 2010, 2009 and 2008, respectively, were expensed in the Research and Development
segment. The Research and Development segment also included selling, general and administrative
expenses of US$3.3 million, US$4.5 million and US$0.1 million in fiscal years 2010, 2009 and 2008,
respectively. |
|
|
|
Research and development expenditures are expensed as incurred and in total amounted to US$27.1
million, US$23.8 million and US$27.3 million for the years ended 31 March 2010, 2009 and 2008,
respectively. |
|
3 |
|
Included in USA and Europe Fibre Cement for the year ended 31 March 2008 are asset
impairment charges of US$71.0 million. |
|
4 |
|
The principal components of General Corporate are officer and employee compensation
and related benefits, professional and legal fees, administrative costs, and rental expense net of
rental income on the Companys corporate offices. Included in General Corporate for the year ended
31 March 2010 are unfavourable asbestos adjustments of US$224.2 million, AICF SG&A expenses of
US$2.1 million and ASIC expenses of US$3.4 million. Included in General Corporate for the year
ended 31 March 2009 are favourable asbestos adjustments of US$17.4 million, AICF SG&A expenses of
US$0.7 |
F-49
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
|
|
million and ASIC expenses of US$14.0 million. Included in General Corporate for the year
ended 31 March 2008 are unfavourable asbestos adjustments of US$240.1 million, AICF SG&A expenses
of US$4.0 million and ASIC expenses of US$5.5 million. |
|
5 |
|
The Company does not report net interest expense for each operating segment as
operating segments are not held directly accountable for interest expense. Included in net interest
(expense) income is AICF interest income of US$3.3 million, US$6.4 million and US$9.4 million in
fiscal years 2010, 2009 and 2008, respectively. See Note 11. |
|
6 |
|
The Company does not report deferred tax assets and liabilities for each operating
segment as operating segments are not held directly accountable for deferred income taxes. All
deferred income taxes are included in General Corporate. |
|
7 |
|
Asbestos-related assets at 31 March 2010 and 2009 are US$797.7 million and US$681.0
million, respectively, and are included in the General Corporate segment. |
Concentrations of Risk
The distribution channels for the Companys fibre cement products are concentrated. If the Company
were to lose one or more of its major customers, there can be no assurance that the Company will be
able to find a replacement. Therefore, the loss of one or more customers could have a material
adverse effect on the Companys consolidated financial position, results of operations and cash
flows. The Company has three major customers that individually account for over 10% of the
Companys net sales in one or all of the past three fiscal years.
These three customers accounts receivable represented 37% and 35% of the Companys trade accounts
receivable at 31 March 2010 and 2009, respectively. The following are gross sales generated by
these three customers, which are all from the USA and Europe Fibre Cement segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
Customer A |
|
$ |
224.4 |
|
|
|
20.0 |
|
|
$ |
277.1 |
|
|
|
23.0 |
|
|
$ |
431.3 |
|
|
|
27.9 |
|
Customer B |
|
|
144.5 |
|
|
|
12.8 |
|
|
|
149.6 |
|
|
|
12.4 |
|
|
|
167.3 |
|
|
|
10.8 |
|
Customer C |
|
|
93.2 |
|
|
|
8.3 |
|
|
|
46.8 |
|
|
|
3.9 |
|
|
|
108.2 |
|
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
462.1 |
|
|
|
|
|
|
$ |
473.5 |
|
|
|
|
|
|
$ |
706.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately 28% of the Companys fiscal year 2010 net sales were derived from outside the
United States. Consequently, changes in the value of foreign currencies could significantly affect
the consolidated financial position, results of operations and cash flows of the Companys non-US
operations on translation into US dollars.
F-50
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
18. Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
Pension and post-retirement benefit adjustments |
|
$ |
(1.6 |
) |
|
$ |
(1.4 |
) |
Unrealised gain on restricted short-term investments |
|
|
1.2 |
|
|
|
|
|
Foreign currency translation adjustments |
|
|
59.6 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income |
|
$ |
59.2 |
|
|
$ |
2.2 |
|
|
|
|
|
|
|
|
19. Re-domicile
On 21 August 2009, JHI NV shareholders approved Stage 1 of a two-stage plan to transform the
Company into a Dutch Societas Europaea (SE) (Stage 1) and, subsequently, change its corporate
domicile from the Netherlands to the Republic of Ireland (Stage 2). On 19 February 2010, the
Company completed Stage 1 of the proposal and was transformed from a Dutch NV company to a Dutch
SE Company and now operates under the name of James Hardie Industries Societas Europaea (SE).
On 17 March 2010 (US time), the Company filed with the US Securities and Exchange Commission
(SEC) a Registration Statement on Form F-4 including a draft Explanatory Memorandum outlining
Stage 2 of the Proposal which will transform the Company from a Dutch SE to an Irish SE by moving
the Companys corporate domicile from The Netherlands to the Republic of Ireland.
On 21 April 2010 (US time), following SEC review of the Registration Statement and formal Board
approval of the change in corporate domicile, the final Explanatory Memorandum for Stage 2 was
submitted to the SEC and the ASX with a filing date of 22 April 2010.
For additional information on and implementation timing of Stage 2 of the Proposal, readers are
referred to the Companys Explanatory Memorandum, which was filed with the SEC on 22 April 2010
(File No. 333-165531).
F-51
James Hardie Industries SE and Subsidiaries
This Financial Report forms part of a package of information about the Companys results. It
should be read in conjunction with the other parts of this package, including the Media Release,
Management Presentation and Managements Analysis of Results.
Disclaimer
This Financial Report contains forward-looking statements. James Hardie may from time to time make
forward-looking statements in its periodic reports filed with or furnished to the United States
Securities and Exchange Commission on Forms 20-F and 6-K, in the annual reports to shareholders, in
offering circulars, invitation memoranda and prospectuses, in media releases and other written
materials and in oral statements made by the Companys officers, directors or employees to
analysts, institutional investors, existing and potential lenders, representatives of the media and
others. Statements that are not historical facts are forward-looking statements and such
forward-looking statements are statements made pursuant to the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include:
|
|
|
statements about the Companys future performance; |
|
|
|
|
projections of the Companys results of operations or financial condition; |
|
|
|
|
statements regarding the Companys plans, objectives or goals, including those
relating to its strategies, initiatives, competition, acquisitions, dispositions and/or
its products; |
|
|
|
|
expectations concerning the costs associated with the suspension or closure of
operations at any of the Companys plants and future plans with respect to any such
plants; |
|
|
|
|
expectations that the Companys credit facilities will be extended or renewed; |
|
|
|
|
expectations concerning dividend payments; |
|
|
|
|
statements concerning the Companys corporate and tax domiciles and potential changes
to them, including potential tax charges; |
|
|
|
|
statements regarding tax liabilities and related audits, reviews and proceedings; |
|
|
|
|
statements as to the possible consequences of proceedings brought against the Company
and certain of its former directors and officers by the ASIC; |
|
|
|
|
expectations about the timing and amount of contributions to the AICF, a special
purpose fund for the compensation of proven Australian asbestos-related personal injury
and death claims; |
|
|
|
|
expectations concerning indemnification obligations; and |
|
|
|
|
statements about product or environmental liabilities. |
Words such as believe, anticipate, plan, expect, intend, target, estimate, project,
predict, forecast, guideline, aim, will, should, continue and similar expressions are
intended to identify forward-looking statements but are not the exclusive means of identifying such
statements. Readers are cautioned not to place undue reliance on these forward-looking statements
and all such forward-looking statements are qualified in their entirety by reference to the
following cautionary statements.
Forward-looking statements are based on the Companys estimates and assumptions and because
forward-looking statements address future results, events and conditions, they, by their very
nature, involve inherent risks and uncertainties. Such known and unknown risks, uncertainties and
other factors may cause the Companys actual results, performance or other achievements to differ
materially from the anticipated results, performance or achievements expressed, projected or
implied by these forward-looking statements. These factors, some of which are discussed under Key
Information Risk Factors beginning on page 6 of the Form 20-F filed with the US Securities and
Exchange Commission on 25 June 2009, 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; required contributions to the AICF, any shortfall in the AICF and the
effect of
F-52
James Hardie Industries SE and Subsidiaries
currency exchange rate movements on the amount recorded in the Companys financial
statements as an asbestos liability; compliance with and changes in tax laws and treatments;
competition and product pricing in the markets in which the Company operates; 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
research and development efforts; reliance on a small number of customers; a customers inability
to pay; compliance with and changes in environmental and health and safety laws; risks of
conducting business internationally; the Companys proposal to transfer its corporate domicile from
The Netherlands to Ireland to become an Irish SE company; compliance with and changes in laws and
regulations; currency exchange risks; the concentration of the Companys customer base on large
format retail customers, distributors and dealers; the effect of natural disasters; changes in the
Companys key management personnel; inherent limitations on internal controls; use of accounting
estimates; and all other risks identified in the Companys reports filed with Australian, Dutch and
US securities agencies and exchanges (as appropriate). The Company cautions 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 and are statements of the Companys current expectations concerning
future results, events and conditions.
F-53