Exhibit 99.5
James Hardie Industries SE
and Subsidiaries
Condensed Consolidated Financial Statements
as of and for the Period Ended 30 September 2010
F-1
James Hardie Industries SE and Subsidiaries
Index
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Page |
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Item 1. Condensed Consolidated Financial Statements (Unaudited) |
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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 30 September 2010 and 31 March 2010 |
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F-4 |
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Consolidated Statements of Operations for the Three and Six Months Ended
30 September 2010 and 2009 |
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F-5 |
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Consolidated Statements of Cash Flows for the Six Months Ended
30 September 2010 and 2009 |
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F-6 |
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Consolidated Statements of Changes in Shareholders Deficit
for the Six Months Ended 30 September 2010 |
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F-7 |
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Notes to Consolidated Financial Statements |
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F-8 |
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F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
James Hardie Industries SE:
We have reviewed the accompanying condensed consolidated balance sheet of James Hardie Industries
SE and subsidiaries as of 30 September 2010, and the related condensed consolidated statements of
operations for the three-month and six-month periods ended 30 September 2010 and 2009, and the
condensed consolidated statements of cash flows for the six-month periods ended 30 September 2010
and 2009. These financial statements are the responsibility of the Companys management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight
Board (United States). A review of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the
condensed consolidated financial statements referred to above for them to be in conformity with US
generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of James Hardie Industries SE and
subsidiaries as of 31 March 2010, and the related consolidated statements of operations, cash flows
and shareholders deficit for the year then ended (not presented herein) and in our report dated 27
May 2010, we expressed an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated balance sheet as of
31 March 2010, is fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
Orange County, California
15 November 2010
F-3
Item 1. Financial Statements
James Hardie Industries SE and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
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(Millions of US dollars) |
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30 September |
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31 March |
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2010 |
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2010 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
17.6 |
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$ |
19.2 |
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Restricted cash and cash equivalents |
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0.6 |
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0.6 |
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Restricted cash and cash equivalents Asbestos |
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98.1 |
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44.5 |
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Restricted short-term investments Asbestos |
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5.3 |
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13.3 |
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Accounts and other receivables, net of allowance for
doubtful accounts of $2.9 million and $2.3 million
as of 30 September 2010 and 31 March 2010, respectively |
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137.2 |
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155.0 |
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Inventories |
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146.7 |
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149.1 |
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Prepaid expenses and other current assets |
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35.4 |
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25.6 |
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Insurance receivable Asbestos |
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17.6 |
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16.7 |
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Workers compensation Asbestos |
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0.1 |
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0.1 |
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Deferred income taxes |
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20.9 |
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24.0 |
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Deferred income taxes Asbestos |
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15.6 |
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16.4 |
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Total current assets |
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495.1 |
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464.5 |
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Restricted cash and cash equivalents |
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4.7 |
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4.7 |
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Property, plant and equipment, net |
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708.5 |
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710.6 |
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Insurance receivable Asbestos |
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176.7 |
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185.1 |
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Workers compensation Asbestos |
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104.3 |
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98.8 |
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Deferred income taxes |
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12.5 |
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3.2 |
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Deferred income taxes Asbestos |
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433.7 |
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420.0 |
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Deposit with Australian Taxation Office |
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247.2 |
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Other assets |
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45.3 |
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44.7 |
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Total assets |
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$ |
1,980.8 |
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$ |
2,178.8 |
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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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$ |
94.0 |
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$ |
100.9 |
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Current portion of long-term debt |
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45.0 |
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95.0 |
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Accrued payroll and employee benefits |
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30.7 |
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42.1 |
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Accrued product warranties |
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6.1 |
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6.7 |
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Income taxes payable |
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34.9 |
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Asbestos liability |
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112.6 |
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106.7 |
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Workers compensation Asbestos |
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0.1 |
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0.1 |
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Other liabilities |
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21.0 |
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27.7 |
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Total current liabilities |
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309.5 |
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414.1 |
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Long-term debt |
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112.0 |
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59.0 |
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Deferred income taxes |
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104.5 |
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113.5 |
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Accrued product warranties |
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17.2 |
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18.2 |
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Asbestos liability |
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1,548.6 |
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1,512.5 |
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Workers compensation Asbestos |
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104.3 |
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98.8 |
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Australian Taxation Office unpaid amended assessment |
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178.2 |
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Other liabilities |
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38.5 |
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80.6 |
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Total liabilities |
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2,412.8 |
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2,296.7 |
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Commitments and contingencies (Note 9) |
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Shareholders deficit: |
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Common stock, Euro 0.59 par value, 2.0 billion
shares authorised; 435,726,268 shares issued
at 30 September 2010 and 434,524,879 shares
issued at 31 March 2010 |
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221.2 |
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221.1 |
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Additional paid-in capital |
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45.1 |
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39.5 |
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Accumulated deficit |
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(756.5 |
) |
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(437.7 |
) |
Accumulated other comprehensive income |
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58.2 |
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59.2 |
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Total shareholders deficit |
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(432.0 |
) |
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(117.9 |
) |
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Total liabilities and shareholders deficit |
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$ |
1,980.8 |
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$ |
2,178.8 |
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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
(Unaudited)
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Three Months |
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Six Months |
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Ended 30 September |
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Ended 30 September |
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(Millions of US dollars, except per share data) |
|
2010 |
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2009 |
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2010 |
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2009 |
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Net sales |
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$ |
287.6 |
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$ |
304.2 |
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$ |
606.0 |
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$ |
588.7 |
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Cost of goods sold |
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(194.2 |
) |
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(186.6 |
) |
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(395.8 |
) |
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(360.7 |
) |
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Gross profit |
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93.4 |
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117.6 |
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210.2 |
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228.0 |
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Selling, general and administrative expenses |
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(35.1 |
) |
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(49.0 |
) |
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(81.0 |
) |
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(90.4 |
) |
Research and development expenses |
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(6.7 |
) |
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(6.7 |
) |
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(13.7 |
) |
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(13.0 |
) |
Asbestos adjustments |
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(107.8 |
) |
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(62.7 |
) |
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(44.7 |
) |
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(182.5 |
) |
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Operating (loss) income |
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(56.2 |
) |
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(0.8 |
) |
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70.8 |
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(57.9 |
) |
Interest expense |
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(2.2 |
) |
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(1.5 |
) |
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(4.0 |
) |
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(3.0 |
) |
Interest income |
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1.3 |
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1.1 |
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2.0 |
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1.9 |
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Other (expense) income |
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(2.9 |
) |
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(1.0 |
) |
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(7.3 |
) |
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3.8 |
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(Loss) income before income taxes |
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(60.0 |
) |
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(2.2 |
) |
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61.5 |
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(55.2 |
) |
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Income tax expense |
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(363.7 |
) |
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(17.4 |
) |
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(380.3 |
) |
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(42.3 |
) |
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Net loss |
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$ |
(423.7 |
) |
|
$ |
(19.6 |
) |
|
$ |
(318.8 |
) |
|
$ |
(97.5 |
) |
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Net loss per share basic and diluted |
|
$ |
(0.97 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.73 |
) |
|
$ |
(0.23 |
) |
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Weighted average common shares outstanding
(Millions): |
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Basic and diluted |
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435.5 |
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|
432.5 |
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|
435.1 |
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|
432.4 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
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Six Months |
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Ended 30 September |
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(Millions of US dollars) |
|
2010 |
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2009 |
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Cash Flows From Operating Activities |
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Net loss |
|
$ |
(318.8 |
) |
|
$ |
(97.5 |
) |
Adjustments to reconcile net loss to net cash
provided by operating activities: |
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Depreciation and amortisation |
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31.0 |
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29.8 |
|
Deferred income taxes |
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(15.9 |
) |
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24.1 |
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Pension cost |
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0.2 |
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Stock-based compensation |
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4.8 |
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4.0 |
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Asbestos adjustments |
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44.7 |
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182.5 |
|
Tax benefit from stock options exercised |
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(0.5 |
) |
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Changes in operating assets and liabilities: |
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Restricted cash and cash equivalents |
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17.8 |
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37.0 |
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Restricted short-term investments |
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9.2 |
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Payment to the AICF |
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(63.7 |
) |
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Accounts and other receivable |
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21.6 |
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(11.8 |
) |
Inventories |
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|
4.3 |
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4.9 |
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Prepaid expenses and other assets |
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(10.2 |
) |
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(11.2 |
) |
Insurance receivable Asbestos |
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|
17.3 |
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5.3 |
|
Accounts payable and accrued liabilities |
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(32.1 |
) |
|
|
(8.0 |
) |
Asbestos liability |
|
|
(44.7 |
) |
|
|
(46.1 |
) |
Deposit with Australian Taxation Office |
|
|
241.7 |
|
|
|
(6.8 |
) |
Australian Taxation Office unpaid amended assessment |
|
|
178.2 |
|
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|
Other accrued liabilities |
|
|
(76.9 |
) |
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|
45.7 |
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Net cash provided by operating activities |
|
$ |
7.8 |
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|
$ |
152.1 |
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Cash Flows From Investing Activities |
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Purchases of property, plant and equipment |
|
$ |
(24.8 |
) |
|
$ |
(20.9 |
) |
Proceeds from sale of property, plant and equipment |
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0.6 |
|
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Net cash used in investing activities |
|
$ |
(24.2 |
) |
|
$ |
(20.9 |
) |
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Cash Flows From Financing Activities |
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Repayments of short-term borrowings |
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(102.3 |
) |
Proceeds from long-term borrowings |
|
|
392.0 |
|
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|
15.0 |
|
Repayments of long-term borrowings |
|
|
(389.0 |
) |
|
|
(24.7 |
) |
Proceeds from issuance of shares |
|
|
0.4 |
|
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|
2.0 |
|
Tax benefit from stock options exercised |
|
|
0.5 |
|
|
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|
|
|
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Net cash provided by (used in) financing activities |
|
$ |
3.9 |
|
|
$ |
(110.0 |
) |
|
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|
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|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
$ |
10.9 |
|
|
$ |
(17.8 |
) |
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(1.6 |
) |
|
|
3.4 |
|
Cash and cash equivalents at beginning of period |
|
|
19.2 |
|
|
|
42.4 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
17.6 |
|
|
$ |
45.8 |
|
|
|
|
|
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|
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|
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|
|
Components of Cash and Cash Equivalents |
|
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|
|
|
|
|
Cash at bank and on hand |
|
$ |
17.5 |
|
|
$ |
19.1 |
|
Short-term deposits |
|
|
0.1 |
|
|
|
26.7 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
17.6 |
|
|
$ |
45.8 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Changes in Shareholders Deficit
(Unaudited)
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|
Accumulated |
|
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|
|
|
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Additional |
|
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Other |
|
|
|
|
|
|
Common |
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
|
|
(Millions of US dollars) |
|
Stock |
|
|
Capital |
|
|
Deficit |
|
|
(Loss) Income |
|
|
Total |
|
Balances as of 31 March 2010 |
|
$ |
221.1 |
|
|
$ |
39.5 |
|
|
$ |
(437.7 |
) |
|
$ |
59.2 |
|
|
$ |
(117.9 |
) |
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(318.8 |
) |
|
|
|
|
|
|
(318.8 |
) |
Unrealised gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1 |
|
|
|
1.1 |
|
Foreign currency translation loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.1 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(319.8 |
) |
Stock-based compensation |
|
|
|
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
4.8 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
Equity awards exercised/released |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 30 September 2010 |
|
$ |
221.2 |
|
|
$ |
45.1 |
|
|
$ |
(756.5 |
) |
|
$ |
58.2 |
|
|
$ |
(432.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-7
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 21 August 2009, JHI NV shareholders approved a plan to transform the Company into a
Societas Europaea (SE) and, subsequently, change its domicile from The Netherlands to Ireland. On
19 February 2010, the Company was transformed from a Dutch NV company to a Dutch SE Company,
and on 17 June 2010, the Company moved its corporate domicile from The Netherlands to Ireland and,
in so doing, became an Irish SE Company. The Company became an Irish tax resident on 29 June 2010
and operates under the name of James Hardie Industries Societas Europaea (JHI SE).
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 a 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. These interim condensed consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and the notes thereto,
included in the Companys Annual Report on Form 20-F for the fiscal year ended 31 March 2010, filed
with the United States Securities and Exchange Commission on 30 June 2010.
The condensed consolidated financial statements included herein are unaudited; however, they
contain all adjustments which, in the opinion of the Companys management, are necessary to state
fairly the consolidated financial position of the Company at 30 September 2010, and the
consolidated results of operations for the three months and six months ended 30 September 2010 and
2009 and consolidated cash flows for the six months ended 30 September 2010 and 2009. Except for
the adjustment to the consolidated financial statements relating to RCIs 1999 disputed amended
assessment with the Australian Taxation Office (ATO), which is fully set forth in Note 10, all
adjustments are normal and recurring for the periods noted above.
The results of operations for the three months and six months ended 30 September 2010 are not
necessarily indicative of the results to be expected for the full year. The balance sheet at 31
March 2010 has been derived from the audited financial statements at that date but does not include
all of the information and footnotes required by accounting principles generally accepted in the
United States of America (US GAAP) for complete financial statements in this interim financial
report.
2. Summary of Significant Accounting Policies
Reclassifications
F-8
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 US GAAP. The US dollar
is used as the reporting currency. All subsidiaries and qualifying 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.
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.
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$1.7 million and US$2.7 million during the three months ended 30
September 2010 and 2009, respectively, and US$4.9 million and US$4.5 million during the six months
ended 30 September 2010 and 2009, respectively.
F-9
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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.
F-10
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Accordingly, basic and dilutive common shares outstanding used in determining net loss per share
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Six Months |
|
|
Ended 30 September |
|
Ended 30 September |
(Millions of shares) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Basic common shares outstanding |
|
|
435.5 |
|
|
|
432.5 |
|
|
|
435.1 |
|
|
|
432.4 |
|
Dilutive effect of stock awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
435.5 |
|
|
|
432.5 |
|
|
|
435.1 |
|
|
|
432.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(US dollars) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Net loss per share basic and diluted |
|
$ |
(0.97 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.73 |
) |
|
$ |
(0.23 |
) |
Potential common shares of 15.4 million and 14.1 million for the three months ended 30 September
2010 and 2009, respectively, and 10.3 million and 16.3 million for the six months ended 30
September 2010 and 2009, 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.
In February 2007, the shareholders approved the Amended Final Funding Agreement (Amended FFA)
entered into on 21 November 2006 to provide long-term funding to the
F-11
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 six months ended 30 September 2010, the Company did not provide financial or other support
to the AICF that it was not previously contractually required to provide. Future
F-12
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
funding of the
AICF by the Company 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 in 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 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 7 for further details on the related
assets and liabilities recorded in the Companys consolidated balance sheet under the terms of the
Amended FFA.
F-13
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 records insurance receivables that are deemed probable of being realised.
Included in insurance receivable is US$10.1 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.
Workers Compensation
F-14
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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.
AICF Other Assets and Liabilities
F-15
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 tax 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 June 2009, the Financial Accounting Standards Board (FASB) issued an amendment to the
accounting and disclosure requirements for the consolidation of variable interest entities
(VIEs). This accounting guidance eliminates the exemption for qualifying special purpose entities
and establishes a new approach for determining the primary beneficiary of a VIE based on whether
the entity (a) has the power to direct the activities of the VIE that most significantly impact the
entitys economic performance and (b) has the obligation to absorb losses of the entity or the
right to receive benefits from the entity that could potentially be significant to the VIE. The
guidance requires an ongoing reconsideration of the primary beneficiary, and amends the events that
trigger a reassessment of whether an entity is a VIE. Enhanced disclosures are also required to
provide information about an enterprises involvement in a VIE. The guidance was effective for the
first annual reporting period beginning after 15 November 2009, for interim periods within that
first annual reporting period, and for interim and annual reporting periods thereafter. The
adoption of this guidance did not have a material impact on the Companys financial position,
results of operations or cash flows.
In January 2010, the FASB issued ASU No. 2010-06, which requires new fair value disclosures
pertaining to significant transfers in and out of Level 1 and Level 2 fair value measurements and
the reasons for the transfers and activity. For Level 3 fair value measurements, purchases, sales,
issuances and settlements must be reported on a gross basis. Further, additional disclosures are
required by class of assets or liabilities, as well as inputs used to measure fair value and
valuation techniques. ASU No. 2010-06 is effective for interim and annual reporting periods
beginning after 15 December 2009, except for the disclosures about purchases, sales, issuances and
settlements on a gross basis, which is effective for fiscal years beginning after 15 December 2010.
The adoption of the effective portions of this ASU did not result in a material impact on the
Companys consolidated financial position, results of operations or cash flows. The Company does
not anticipate that the
F-16
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
adoption of the remaining portions of this ASU will result in a material impact to its consolidated
financial position, results of operations or cash flows.
In April 2010, the FASB issued ASU No. 2010-13, which provides additional guidance concerning the
classification of an employee share-based payment award with an exercise price denominated in the
currency of a market in which the underlying equity security trades. This update clarifies that an
employee share-based payment award with an exercise price denominated in the currency of a market
in which a substantial portion of the entitys equity securities trades should not be considered to
contain a condition that is not a market, performance or service condition. Therefore, an entity
would not classify such an award as a liability if it otherwise qualifies as equity. The amendments
included in this update do not expand the recurring disclosure requirements already in effect. The
amendments in this update are effective for fiscal years and interim periods beginning on or after
15 December 2010. The Company does not anticipate that the adoption of this ASU will result in a
material impact on its consolidated financial position, results of operations or cash flows.
F-17
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
3. Restricted Cash
Included in restricted cash and cash equivalents is US$5.3 million related to an insurance policy
at 30 September 2010 and 31 March 2010, which restrict the cash from use for general corporate
purposes.
4. Inventories
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
Finished goods |
|
$ |
94.4 |
|
|
$ |
99.8 |
|
Work-in-process |
|
|
5.0 |
|
|
|
4.8 |
|
Raw materials and supplies |
|
|
54.4 |
|
|
|
52.0 |
|
Provision for obsolete finished goods and raw materials |
|
|
(7.1 |
) |
|
|
(7.5 |
) |
|
|
|
|
|
|
|
Total inventories |
|
$ |
146.7 |
|
|
$ |
149.1 |
|
|
|
|
|
|
|
|
5. 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 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
0.8 |
|
|
|
34.0 |
|
|
|
(10.0 |
) |
|
|
24.8 |
|
Retirements and sales |
|
|
|
|
|
|
|
|
|
|
(0.6 |
) |
|
|
|
|
|
|
(0.6 |
) |
Depreciation |
|
|
|
|
|
|
(4.8 |
) |
|
|
(26.2 |
) |
|
|
|
|
|
|
(31.0 |
) |
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
4.7 |
|
|
|
|
|
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes |
|
|
|
|
|
|
(4.0 |
) |
|
|
11.9 |
|
|
|
(10.0 |
) |
|
|
(2.1 |
) |
Balance at 30 September 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
18.1 |
|
|
|
216.7 |
|
|
|
977.7 |
|
|
|
37.7 |
|
|
|
1,250.2 |
|
Accumulated depreciation |
|
|
|
|
|
|
(75.9 |
) |
|
|
(465.8 |
) |
|
|
|
|
|
|
(541.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
18.1 |
|
|
$ |
140.8 |
|
|
$ |
511.9 |
|
|
$ |
37.7 |
|
|
$ |
708.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Construction in progress consists of plant expansions and upgrades. |
F-18
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
6. Short and Long-Term Debt
At 30 September 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 February 2011 |
|
|
1.28 |
% |
|
$ |
45.0 |
|
|
$ |
45.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until December 2012 |
|
|
3.25 |
% |
|
|
130.0 |
|
|
|
22.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until February 2013 |
|
|
1.16 |
% |
|
|
90.0 |
|
|
|
90.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
265.0 |
|
|
$ |
157.0 |
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average fixed interest rate on the Companys interest rate swap contracts is set forth
in Note 8. The weighted average interest rate on the Companys total debt was 1.49% and 0.92% at 30
September 2010 and 31 March 2010, respectively, and the weighted average term of all debt
facilities is 2.0 years at 30 September 2010.
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 30 September 2010, there
was US$157.0 million drawn under the combined facilities and US$108.0 million was unutilised and
available.
On 16 June 2010, US$161.7 million of the Companys term facilities matured, which included US$95.0
million of term facilities that were outstanding at 31 March 2010. The Company did not refinance
these facilities; accordingly, amounts outstanding under these facilities were repaid by using
longer-term facilities.
At 30 September 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
F-19
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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.
7. Asbestos
The Amended FFA was approved by shareholders in February 2007 to provide long-term funding to
the AICF. The accounting policies utilised by the Company to account for the Amended FFA are
described in Note 2.
Asbestos Adjustments
The asbestos adjustments included in the consolidated statements of operations comprise
unfavourable foreign currency movements of US$107.8 million and US$62.7 million for the three
months ended 30 September 2010 and 2009, respectively, and unfavourable foreign currency movements
of US$44.7 million and US$182.5 million for the six months ended 30 September 2010 and 2009,
respectively.
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-20
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
Asbestos liability current |
|
$ |
(112.6 |
) |
|
$ |
(106.7 |
) |
Asbestos liability non-current |
|
|
(1,548.6 |
) |
|
|
(1,512.5 |
) |
|
|
|
|
|
|
|
Asbestos liability Total |
|
|
(1,661.2 |
) |
|
|
(1,619.2 |
) |
|
|
|
|
|
|
|
|
|
Insurance receivable current |
|
|
17.6 |
|
|
|
16.7 |
|
Insurance receivable non-current |
|
|
176.7 |
|
|
|
185.1 |
|
|
|
|
|
|
|
|
Insurance receivable Total |
|
|
194.3 |
|
|
|
201.8 |
|
|
|
|
|
|
|
|
|
|
Workers compensation asset current |
|
|
0.1 |
|
|
|
0.1 |
|
Workers compensation asset non-current |
|
|
104.3 |
|
|
|
98.8 |
|
Workers compensation liability current |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Workers compensation liability non-current |
|
|
(104.3 |
) |
|
|
(98.8 |
) |
|
|
|
|
|
|
|
Workers compensation Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes current |
|
|
15.6 |
|
|
|
16.4 |
|
Deferred income taxes non-current |
|
|
433.7 |
|
|
|
420.0 |
|
|
|
|
|
|
|
|
Deferred income taxes Total |
|
|
449.3 |
|
|
|
436.4 |
|
|
|
|
|
|
|
|
|
|
Income tax payable |
|
|
17.3 |
|
|
|
16.5 |
|
Other net liabilities |
|
|
(1.2 |
) |
|
|
(1.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Amended FFA liability |
|
|
(1,001.5 |
) |
|
|
(966.2 |
) |
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investment assets of the AICF |
|
|
103.4 |
|
|
|
57.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded Net Amended FFA liability |
|
$ |
(898.1 |
) |
|
$ |
(908.4 |
) |
|
|
|
|
|
|
|
On 1 July 2010, the Company contributed US$63.7 million to the AICF in accordance with the
terms of the Amended FFA.
Asbestos Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of the projected future asbestos-related cash flows prepared by KPMG Actuaries. The asbestos
liability also includes an allowance for the future claims-handling costs of the AICF. The Company
receives an updated actuarial estimate as of 31 March each year. The last actuarial assessment was
performed as of 31 March 2010.
F-21
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The changes in the asbestos liability for the six months ended 30 September 2010 are detailed
in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Asbestos liability 31 March 2010 |
|
A$ |
(1,768.0 |
) |
|
|
1.0919 |
|
|
$ |
(1,619.2 |
) |
Asbestos claims paid1 |
|
|
48.7 |
|
|
|
1.1190 |
|
|
|
43.5 |
|
AICF claims-handling costs incurred1 |
|
|
1.3 |
|
|
|
1.1190 |
|
|
|
1.2 |
|
Loss on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
(86.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Asbestos liability 30 September 2010 |
|
A$ |
(1,718.0 |
) |
|
|
1.0342 |
|
|
$ |
(1,661.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
Insurance Receivable Asbestos
The changes in the insurance receivable for the six months ended 30 September 2010 are
detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Insurance receivable 31 March 2010 |
|
A$ |
220.3 |
|
|
|
1.0919 |
|
|
$ |
201.8 |
|
Insurance recoveries1 |
|
|
(19.4 |
) |
|
|
1.1190 |
|
|
|
(17.3 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
9.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Insurance receivable 30 September 2010 |
|
A$ |
200.9 |
|
|
|
1.0342 |
|
|
$ |
194.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes Asbestos
The changes in the deferred income taxes asbestos for the six months ended 30 September 2010
are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Deferred tax assets 31 March 2010 |
|
A$ |
476.5 |
|
|
|
1.0919 |
|
|
$ |
436.4 |
|
Amounts offset against income tax payable1 |
|
|
(11.2 |
) |
|
|
1.1190 |
|
|
|
(10.0 |
) |
AICF earnings1 |
|
|
(0.6 |
) |
|
|
1.1190 |
|
|
|
(0.5 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
23.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets 30 September 2010 |
|
A$ |
464.7 |
|
|
|
1.0342 |
|
|
$ |
449.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
F-22
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Income Taxes Payable
A portion of the deferred income tax asset is applied against the Companys income tax
payable. At 30 September 2010 and 31 March 2010, this amount was US$10.0 million and US$15.3
million, respectively. During the six months ended 30 September 2010, there was a US$1.0 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$2.8 million and US$2.6 million at 30 September 2010 and 31 March 2010,
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$1.4 million and US$0.9
million at 30 September 2010 and 31 March 2010, respectively. During the six months ended 30
September 2010, there was a US$0.1 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.
At 30 September 2010, the Company revalued the AICFs short-term investments available-for-sale
resulting in a positive mark-to-market fair value adjustment of US$1.1 million. This appreciation
in the value of the investments was recorded as an unrealised gain in Other Comprehensive Income.
F-23
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The changes in the restricted cash and short-term investments of the AICF for the six months
ended 30 September 2010 are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Restricted cash and cash equivalents and restricted
short-term investments 31 March 2010 |
|
A$ |
63.1 |
|
|
|
1.0919 |
|
|
$ |
57.8 |
|
Asbestos claims paid1 |
|
|
(48.7 |
) |
|
|
1.1190 |
|
|
|
(43.5 |
) |
Payments received in accordance with AFFA2 |
|
|
72.8 |
|
|
|
1.1430 |
|
|
|
63.7 |
|
AICF operating costs paid claims-handling1 |
|
|
(1.3 |
) |
|
|
1.1190 |
|
|
|
(1.2 |
) |
AICF operating costs paid non claims-handling1 |
|
|
(1.1 |
) |
|
|
1.1190 |
|
|
|
(1.0 |
) |
Insurance recoveries1 |
|
|
19.4 |
|
|
|
1.1190 |
|
|
|
17.3 |
|
Interest and investment income1 |
|
|
2.0 |
|
|
|
1.1190 |
|
|
|
1.7 |
|
Unrealised gain on investments1 |
|
|
1.2 |
|
|
|
1.1190 |
|
|
|
1.1 |
|
Other1 |
|
|
(0.5 |
) |
|
|
1.1190 |
|
|
|
(0.4 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
7.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investments 30 September 2010 |
|
A$ |
106.9 |
|
|
|
1.0342 |
|
|
$ |
103.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 on the date of payment is used to convert the Australian
dollar amount to US dollars. |
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 reflective of these
Australian asbestos-related personal injury claims against the Former James Hardie Companies.
F-24
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
For the Years Ended 31 March |
|
|
30 September 2010 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
Number of open claims at beginning of period |
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
|
|
564 |
|
Number of new claims |
|
|
256 |
|
|
|
535 |
|
|
|
607 |
|
|
|
552 |
|
|
|
463 |
|
Number of closed claims |
|
|
195 |
|
|
|
540 |
|
|
|
596 |
|
|
|
519 |
|
|
|
537 |
|
Number of open claims at end of period |
|
|
590 |
|
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
Average settlement amount per settled claim |
|
A$ |
193,889 |
|
|
A$ |
190,627 |
|
|
A$ |
190,638 |
|
|
A$ |
147,349 |
|
|
A$ |
166,164 |
|
Average settlement amount per case closed |
|
A$ |
172,014 |
|
|
A$ |
171,917 |
|
|
A$ |
168,248 |
|
|
A$ |
126,340 |
|
|
A$ |
128,723 |
|
|
Average settlement amount per settled claim |
|
US$ |
173,270 |
|
|
US$ |
162,250 |
|
|
US$ |
151,300 |
|
|
US$ |
128,096 |
|
|
US$ |
127,163 |
|
Average settlement amount per case closed |
|
US$ |
153,721 |
|
|
US$ |
146,325 |
|
|
US$ |
133,530 |
|
|
US$ |
109,832 |
|
|
US$ |
98,510 |
|
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.
8. 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-25
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 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. The Company recorded an unrealised gain on these
restricted short-term investments of US$1.1 million for the six months ended 30 September 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 30
September 2010, the Company had interest rate swap contracts with a total notional 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.
The fair value of interest rate swap contracts is calculated based on the fixed rate, notional
principal, settlement date and present value of the future cash inflows and outflows based on the
terms of the agreement and the future floating interest rates as determined by a future interest
rate yield curve. The model used to value the interest rate swap contracts is based upon well
recognised financial principles, and interest rate yield curves can be validated through readily
observable data by external sources. Although readily observable data is used in the valuations,
different valuation methodologies could have an effect on the estimated fair value. Accordingly,
the interest rate swap contracts are categorised as Level 2.
At 30 September 2010 the weighted average fixed interest rate of these contracts is 2.4% and the
weighted average remaining life is 3.1 years. These contracts have a fair value of US$9.8 million,
which is included in Accounts Payable. For the six months ended 30 September 2010, the Company
included in Other Income an unrealised loss on interest rate swaps of US$7.3 million. Included in
Interest Expense is a realised loss on settlements of interest rate swap contracts of US$1.8
million for the six months ended 30 September 2010.
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 30
September 2010 according to the valuation techniques the Company used to determine their fair
values.
F-26
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Fair Value at |
|
|
Using Inputs Considered as |
|
(Millions of US dollars) |
|
30 September 2010 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
17.6 |
|
|
$ |
17.6 |
|
|
$ |
|
|
|
$ |
|
|
Restricted cash and cash equivalents |
|
|
103.4 |
|
|
|
103.4 |
|
|
|
|
|
|
|
|
|
Restricted short-term investments |
|
|
5.3 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
126.3 |
|
|
$ |
126.3 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
|
9.8 |
|
|
|
|
|
|
|
9.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
9.8 |
|
|
$ |
|
|
|
$ |
9.8 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. 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 Australian Securities and Investments
Commission (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, ASIC commenced civil proceedings in the Supreme Court of New South Wales 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 varied between individual defendants, the
allegations against the Company were confined to alleged contraventions of provisions of the
Australian Corporations Act/Law relating to continuous disclosure 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.
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
F-27
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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, including former directors and officers, in accordance with the
terms of their indemnities.
On 30 September 2010, the Company entered into agreements with third parties and subsequently
received payment for US$10.3 million by 8 October 2010 relating to the costs of the ASIC
proceedings for certain of the ten former officers and directors. These recoveries are included
within Accounts and Other Receivables at 30 September 2010 with a corresponding reduction to
selling, general and administrative expenses for the three months and half-year ended 30 September
2010. The Company notes that other recoveries may be available, including as a result of successful
appeals or repayments by third parties, including 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 30 September 2010, the Company has not recorded any
related loss reserves.
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.
10. Australian Taxation Office 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.
F-28
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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.
The ATO conceded that RCI has a reasonably arguable position that the amount of net capital gains
arising as a result of the corporate restructure carried out in 1998 was reported correctly in the
fiscal year 1999 tax return and that Part IVA does not apply.
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.
On 1 September 2010, the Federal Court of Australia dismissed RCIs appeal.
Prior to the Federal Courts decision on RCIs appeal, the Company believed it was
more-likely-than-not that the tax position reported in RCIs tax return for the 1999 fiscal year
would be upheld on appeal. As a result, the Company treated the payment of 50% of the amended
assessment, GIC and interest accrued on amounts paid to the ATO with respect to the amended
assessment as a deposit on its consolidated balance sheet.
As a result of the Federal Courts decision, the Company re-assessed its tax position with respect
to the amended assessment and concluded that the more-likely-than-not recognition threshold as
prescribed by US GAAP was no longer met. Accordingly, the Company removed the deposit with the ATO
from its consolidated balance sheet and recognised a non-cash expense of US$345.2 million (A$388.0
million) on its consolidated statement of operations for the six months ended 30 September 2010. In
addition, the Company recognised an uncertain tax position of US$178.2 million (A$184.3 million) on
its consolidated balance sheet relating to the unpaid portion of the amended assessment.
RCI strongly disputes the amended assessment and is pursuing an appeal of the Courts judgment
before the Full Court of the Federal Court of Australia.
Prospectively, the Company will expense future payments of GIC to the ATO until RCI ultimately
prevails on the matter or the remaining outstanding balance of the amended assessment is paid.
11. Income Taxes
Due to the size and nature of its business, the Company is subject to ongoing reviews by
taxing jurisdictions on various tax matters. 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
F-29
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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.
The Company or its subsidiaries files income tax returns in various jurisdictions including the
United States, Ireland, The Netherlands, Australia, New Zealand and the Philippines. 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 examinations
by the Australian Taxation Office (ATO) for tax years prior to tax year 2007.
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 31 March 2010 |
|
$ |
7.7 |
|
|
$ |
(26.9 |
) |
|
|
|
|
|
|
|
|
|
Additions for tax positions of the current year |
|
|
|
|
|
|
|
|
Additions for tax positions of prior year |
|
|
153.2 |
|
|
|
191.9 |
|
Other reductions for the tax positions of prior periods |
|
|
(0.8 |
) |
|
|
(0.3 |
) |
Foreign currency translation adjustment |
|
|
13.3 |
|
|
|
15.1 |
|
|
|
|
|
|
|
|
Balance at 30 September 2010 |
|
$ |
173.4 |
|
|
$ |
179.8 |
|
|
|
|
|
|
|
|
As of 30 September 2010, the total amount of unrecognised tax benefits and the total amount of
interest and penalties accrued or prepaid by the Company related to unrecognised tax benefits that,
if recognised, would affect the effective tax rate is US$173.4 million and US$179.8 million,
respectively.
The Company recognises penalties and interest accrued related to unrecognised tax benefits in
income tax expense. During the six months ended 30 September 2010, the total amount of interest and
penalties recognised in tax expense was US$191.6 million.
Except for the liability associated with the ATO amended assessment as disclosed in Note 10,
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 elapse 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.
F-30
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
12. Stock-Based Compensation
Compensation expense arising from equity-based award grants as estimated using pricing models
was US$3.0 million and US$2.0 million for the three months ended 30 September 2010 and 2009,
respectively, and US$4.8 million and US$4.0 million for the six months ended 30 September 2010 and
2009, respectively. As of 30 September 2010, the unrecorded deferred stock-based compensation
balance related to equity awards was US$12.7 million after estimated forfeitures and will be
recognised over an estimated weighted average amortisation period of 2.0 years.
Stock Options
The Company estimates the fair value of each stock option on the date of grant using either the
Black-Scholes option-pricing model or a binomial lattice model that incorporates a Monte Carlo
Simulation (the Monte Carlo method). There were no stock options granted during the six months
ended 30 September 2010 and 2009.
F-31
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The following table summarises the Companys stock options available for grant and the
movement in the Companys outstanding options during the noted period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Shares |
|
|
|
|
|
|
Average |
|
|
|
Available for |
|
|
|
|
|
|
Exercise |
|
|
|
Grant |
|
|
Number |
|
|
Price (A$) |
|
Balance at 31 March 2010 |
|
|
25,288,048 |
|
|
|
14,444,438 |
|
|
|
7.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(98,643 |
) |
|
|
3.85 |
|
Forfeited |
|
|
|
|
|
|
(638,523 |
) |
|
|
7.74 |
|
Forfeitures available for re-grant |
|
|
638,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2010 |
|
|
25,926,571 |
|
|
|
13,707,272 |
|
|
|
7.45 |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
The Company estimates the fair value of restricted stock on the date of grant and recognises this
estimated fair value as compensation expense over the periods in which the restricted stock vests.
The following table summarises the Companys restricted stock activity during the noted period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average Fair |
|
|
|
|
|
|
|
Value at Grant |
|
|
|
Shares |
|
|
Date (A$) |
|
Non-vested at 31 March 2010 |
|
|
4,736,721 |
|
|
|
4.57 |
|
Granted |
|
|
1,758,651 |
|
|
|
5.90 |
|
Vested |
|
|
(742,815 |
) |
|
|
4.94 |
|
Forfeited |
|
|
(681,753 |
) |
|
|
5.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at 30 September 2010 |
|
|
5,070,804 |
|
|
|
4.89 |
|
|
|
|
|
|
|
|
|
Restricted Stock performance vesting
The Company granted 807,457 restricted stock units with a performance vesting condition under the
LTIP to senior executives of the Company for the six months ended 30 September 2010. The vesting of
the restricted stock units is deferred for two years and the amount of restricted stock units that
will vest at that time is dependent on the scorecard rating of the award recipient. The scorecard
reflects a number of key qualitative and quantitative performance objectives and the outcomes the
Board expects to see achieved at the end of the vesting period.
When the scorecard is applied at the conclusion of fiscal year 2012, the award recipients may
receive all, some, or none of their awards. The scorecard can only be applied by the
F-32
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Board to exercise discretion at the percentage of restricted stock units that will vest. The
scorecard may not be applied to enhance the maximum award that was originally granted to the award
recipient.
The fair value of each restricted stock unit (performance 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.
Restricted Stock market condition
Under the terms of the LTIP, the Company granted 951,194 restricted stock units with a market
vesting condition to members of the Companys senior executive team during the six months ended 30
September 2010. The vesting of these restricted stock units is subject to a market condition as
outlined in the LTIP 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 valued during the six
months ended 30 September 2010:
|
|
|
|
|
|
|
|
|
Date of grant |
|
15 Sep 2010 |
|
7 Jun 2010 |
Dividend yield (per annum) |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Risk free interest rate1 |
|
|
n/a |
|
|
|
n/a |
|
Expected life in years |
|
|
3.0 |
|
|
|
2.0 |
|
JHX stock price at grant date (A$) |
|
|
5.94 |
|
|
|
7.23 |
|
Number of restricted stock units |
|
|
951,194 |
|
|
|
807,457 |
|
|
|
|
1 |
|
The risk free rate is not applicable as the assumed dividend yield is nil. |
Scorecard LTI Cash Settled Units
Under the terms of the LTIP, the Company granted awards equivalent to 821,459 Scorecard
LTI units during the six months ended 30 September 2010, which 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.
13. Operating Segment Information
The Company has reported its operating segment information in the format that the operating
segment information is available to and evaluated by senior management. 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
F-33
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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.
F-34
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Operating Segments
The following are the Companys operating segments and geographical information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
Net Sales to Customers1 |
|
|
|
Three Months Ended 30 September |
|
|
Six Months Ended 30 September |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
USA & Europe Fibre Cement |
|
$ |
200.7 |
|
|
$ |
229.0 |
|
|
$ |
433.7 |
|
|
$ |
452.2 |
|
Asia Pacific Fibre Cement |
|
|
86.9 |
|
|
|
75.2 |
|
|
|
172.3 |
|
|
|
136.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
287.6 |
|
|
$ |
304.2 |
|
|
$ |
606.0 |
|
|
$ |
588.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Before Income Taxes |
|
|
Income (Loss) Before Income Taxes |
|
|
|
Three Months Ended 30 September |
|
|
Six Months Ended 30 September |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
USA & Europe Fibre Cement2 |
|
$ |
39.4 |
|
|
$ |
65.3 |
|
|
$ |
95.5 |
|
|
$ |
134.1 |
|
Asia Pacific Fibre Cement2 |
|
|
17.9 |
|
|
|
16.2 |
|
|
|
40.0 |
|
|
|
27.1 |
|
Research and Development2 |
|
|
(5.0 |
) |
|
|
(4.8 |
) |
|
|
(10.0 |
) |
|
|
(8.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segments total |
|
|
52.3 |
|
|
|
76.7 |
|
|
|
125.5 |
|
|
|
152.4 |
|
General Corporate3 |
|
|
(108.5 |
) |
|
|
(77.5 |
) |
|
|
(54.7 |
) |
|
|
(210.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
(56.2 |
) |
|
|
(0.8 |
) |
|
|
70.8 |
|
|
|
(57.9 |
) |
Net interest expense4 |
|
|
(0.9 |
) |
|
|
(0.4 |
) |
|
|
(2.0 |
) |
|
|
(1.1 |
) |
Other (expense) income |
|
|
(2.9 |
) |
|
|
(1.0 |
) |
|
|
(7.3 |
) |
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
(60.0 |
) |
|
$ |
(2.2 |
) |
|
$ |
61.5 |
|
|
$ |
(55.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
USA & Europe Fibre Cement |
|
$ |
750.6 |
|
|
$ |
780.8 |
|
Asia Pacific Fibre Cement |
|
|
220.4 |
|
|
|
216.9 |
|
Research and Development |
|
|
14.6 |
|
|
|
14.2 |
|
|
|
|
|
|
|
|
Segments total |
|
|
985.6 |
|
|
|
1,011.9 |
|
General Corporate5, 6 |
|
|
995.2 |
|
|
|
1,166.9 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,980.8 |
|
|
$ |
2,178.8 |
|
|
|
|
|
|
|
|
Geographic Areas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
Net Sales to Customers1 |
|
|
|
Three Months Ended 30 September |
|
|
Six Months Ended 30 September |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
USA |
|
$ |
194.9 |
|
|
$ |
223.6 |
|
|
$ |
421.4 |
|
|
$ |
442.7 |
|
Australia |
|
|
67.9 |
|
|
|
55.6 |
|
|
|
131.2 |
|
|
|
98.8 |
|
New Zealand |
|
|
13.8 |
|
|
|
12.2 |
|
|
|
27.0 |
|
|
|
22.8 |
|
Other Countries |
|
|
11.0 |
|
|
|
12.8 |
|
|
|
26.4 |
|
|
|
24.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
287.6 |
|
|
$ |
304.2 |
|
|
$ |
606.0 |
|
|
$ |
588.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-35
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
USA |
|
$ |
750.6 |
|
|
$ |
783.6 |
|
Australia |
|
|
143.4 |
|
|
|
131.6 |
|
New Zealand |
|
|
44.5 |
|
|
|
49.8 |
|
Other Countries |
|
|
47.1 |
|
|
|
46.9 |
|
|
|
|
|
|
|
|
Segments total |
|
|
985.6 |
|
|
|
1,011.9 |
|
General Corporate5, 6 |
|
|
995.2 |
|
|
|
1,166.9 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,980.8 |
|
|
$ |
2,178.8 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Export sales and inter-segmental sales are not significant. |
|
2 |
|
Research and development costs of US$2.4 million for the three months ended 30
September 2010 and 2009 were expensed in the USA and Europe Fibre Cement segment. Research and
development costs of US$0.3 million and US$0.2 million for the three months ended 30 September 2010
and 2009, respectively, were expensed in the Asia Pacific Fibre Cement segment. Research and
development costs of US$4.0 million and US$4.1 million for the three months ended 30 September 2010
and 2009, respectively, were expensed in the Research and Development segment. The Research and
Development segment also included selling, general and administrative expenses of US$1.0 million
and US$0.7 million for the three months ended 30 September 2010 and 2009, respectively. Research
and development costs of US$5.0 million for the six months ended 30 September 2010 and 2009 were
expensed in the USA and Europe Fibre Cement segment. Research and development costs of US$0.6
million for the six months ended 30 September 2010 and 2009 were expensed in the Asia Pacific Fibre
Cement segment. Research and development costs of US$8.1 million and US$7.4 million for the six
months ended 30 September 2010 and 2009, respectively, were expensed in the Research and
Development segment. The Research and Development segment also included selling, general and
administrative expenses of US$1.9 and US$1.4 million for the six months ended 30 September 2010 and
2009, respectively. |
|
3 |
|
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 three
months ended 30 September 2010 are unfavourable asbestos adjustments of US$107.8 million, AICF SG&A
expenses of US$0.6 million and a net benefit of US$10.1 million related to the ASIC proceedings.
Included in General Corporate for the three months ended 30 September 2009 are unfavourable
asbestos adjustments of US$62.7 million, AICF SG&A expenses of US$0.5 million and ASIC expenses of
US$0.4 million. Included in General Corporate for the six months ended 30 September 2010 are
unfavourable asbestos adjustments of US$44.7 million, AICF SG&A expenses of US$1.0 million and a
net benefit of US$9.5 million related to the ASIC proceedings. Included in General Corporate for
the six months ended 30 September 2009 are unfavourable asbestos adjustments of US$182.5 million,
AICF SG&A expenses of US$1.0 million and ASIC expenses of US$1.0 million. |
|
4 |
|
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 is AICF interest income of US$1.1 million and US$1.0 million for the three |
F-36
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
months ended 30 September 2010 and 2009, respectively. Included in net interest expense for
the six months ended 30 September 2010 and 2009 is AICF interest income of US$1.7 million. See Note
7. |
|
5 |
|
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. |
|
6 |
|
Asbestos-related assets at 30 September 2010 and 31 March 2010 are US$854.1 million
and US$797.7 million, respectively, and are included in the General Corporate segment. |
14. Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
Pension and post-retirement benefit adjustments |
|
$ |
(1.6 |
) |
|
$ |
(1.6 |
) |
Unrealised gain on restricted short-term investments |
|
|
2.3 |
|
|
|
1.2 |
|
Foreign currency translation adjustments |
|
|
57.5 |
|
|
|
59.6 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income |
|
$ |
58.2 |
|
|
$ |
59.2 |
|
|
|
|
|
|
|
|
F-37
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; |
|
|
|
|
statements about product or environmental liabilities; and |
|
|
|
|
statements about economic conditions, such as the levels of new home construction,
unemployment levels, the availability of mortgages and other financing, mortgage and
other interest rates, housing affordability and supply, the levels of foreclosures and
home resales, currency exchange rates and consumer confidence. |
Words such as believe, anticipate, plan, expect, intend, target, estimate, project,
predict, forecast, guideline, aim, will, should, likely, 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 current expectations, estimates and
assumptions and because forward-looking statements address future results, events and conditions,
they, by their very nature, involve inherent risks and uncertainties, many of which are
unforeseeable and beyond the Companys control. 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
F-38
James Hardie Industries SE and Subsidiaries
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 30 June 2010, 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
currency exchange rate movements on the amount recorded in the Companys financial statements as an
asbestos liability; proposed governmental loan facility to the AICF; compliance with and changes in
tax laws and treatments; competition and product pricing in the markets in which the Company
operates; seasonal fluctuations in the demand for our products; 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; the potential that competitors could copy our products; 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; compliance with and
changes in laws and regulations; the effect of the Companys transfer of its corporate domicile
from The Netherlands to Ireland to become an Irish SE including employee relations, changes in
corporate governance, potential tax benefits and the effect of any negative publicity; 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, Irish 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-39
James Hardie Industries SE
Directors Report
for the half year ended 30 September 2010
Directors
For part of the half year ended 30 September 2010 the Company had a two-tiered board structure
consisting of a Supervisory Board of non-executive directors and a Managing Board of executive
directors. As a result of the Companys re-domicile from The Netherlands to Ireland, the Company
has had a single-tier Board of directors (Board) since 17 June 2010.
At the date of this report the members of the Board are: Mr MN Hammes (Chairman), Mr DG McGauchie
AO (Deputy Chairman), and Messrs BP Anderson, D Dilger, D Harrison, J Osborne, RMJ van der Meer and
Mr L Gries (CEO).
The changes in the composition of the Board between 1 April 2010 and the date of this report were:
|
|
|
Messrs MN Hammes, DG McGauchie AO, BP Anderson, D Dilger, D Harrison, J Osborne and RMJ
van der Meer ceased to be members of the Supervisory Board and became members of the Board
on 17 June 2010 when the Supervisory Board ceased to exist; and |
|
|
|
|
Messrs L Gries, RL Chenu and RE Cox ceased to be members of the Managing Board on 17
June 2010 when the Managing Board ceased to exist. Mr Gries became a member of the Board
on 17 June 2010. Messrs Chenu and Cox continue as executive employees from 17 June 2010. |
Review of Operations
Please see Managements Analysis of Results relating to the period ended 30 September 2010.
Auditors Independence
The Directors obtained an annual independence declaration from the Companys auditors, Ernst &
Young LLP.
This report is made in accordance with a resolution of the Board.
|
|
|
|
|
|
MN Hammes
|
|
L Gries |
Chairman
|
|
Chief Executive Officer |
Dublin, Ireland, 15 November 2010
The accompanying notes are an integral part of these consolidated financial statements.
F-40
James Hardie Industries SE and Subsidiaries
James Hardie Industries SE
Board of Directors Declaration
for the half year ended 30 September 2010
The Board of James Hardie Industries SE declares that with regards to the attached:
a) |
|
the Report complies with the accounting standards in accordance with which it was prepared; |
|
b) |
|
the information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company; and |
|
c) |
|
in the Directors opinion, there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they become due and payable. |
This report is made in accordance with a resolution of the Board.
|
|
|
|
|
|
MN Hammes
|
|
L Gries |
Chairman
|
|
Chief Executive Officer |
Dublin, Ireland, 15 November 2010
F-41