Exhibit 99.5
James Hardie Industries SE
and Subsidiaries
Condensed Consolidated Financial Statements
as of and for the Period Ended 31 December 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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Consolidated Balance Sheets as of 31 December 2010 and 31 March 2010 |
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F-3 |
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Consolidated Statements of Operations for the Three and Nine Months Ended
31 December 2010 and 2009 |
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F-4 |
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Consolidated Statements of Cash Flows for the Nine Months Ended
31 December 2010 and 2009 |
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F-5 |
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Consolidated Statements of Changes in Shareholders Deficit
for the Nine Months Ended 31 December 2010 |
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F-6 |
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Notes to Consolidated Financial Statements |
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F-7 |
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F-2
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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31 December |
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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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$ |
24.2 |
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$ |
19.2 |
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Restricted cash and cash equivalents |
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0.7 |
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0.6 |
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Restricted cash and cash equivalents Asbestos |
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80.8 |
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44.5 |
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Restricted short-term investments Asbestos |
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5.7 |
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13.3 |
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Accounts and other receivables, net of allowance for
doubtful accounts of $2.4 million and $2.3 million
as of 31 December 2010 and 31 March 2010, respectively |
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|
100.9 |
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155.0 |
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Inventories |
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155.1 |
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149.1 |
|
Prepaid expenses and other current assets |
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38.4 |
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25.6 |
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Insurance receivable Asbestos |
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18.6 |
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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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20.0 |
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24.0 |
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Deferred income taxes Asbestos |
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14.2 |
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16.4 |
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Total current assets |
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458.7 |
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464.5 |
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Restricted cash and cash equivalents |
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4.6 |
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4.7 |
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Property, plant and equipment, net |
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709.5 |
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710.6 |
|
Insurance receivable Asbestos |
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184.0 |
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185.1 |
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Workers compensation Asbestos |
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109.7 |
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98.8 |
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Deferred income taxes |
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18.0 |
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3.2 |
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Deferred income taxes Asbestos |
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452.6 |
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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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34.7 |
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44.7 |
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Total assets |
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$ |
1,971.8 |
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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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$ |
99.7 |
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$ |
100.9 |
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Current portion of long-term debt |
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95.0 |
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Accrued payroll and employee benefits |
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33.2 |
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42.1 |
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Accrued product warranties |
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5.9 |
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6.7 |
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Income taxes payable |
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1.4 |
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34.9 |
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Asbestos liability |
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118.4 |
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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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16.8 |
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27.7 |
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Total current liabilities |
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275.5 |
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414.1 |
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Long-term debt |
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82.0 |
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59.0 |
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Deferred income taxes |
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101.4 |
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113.5 |
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Accrued product warranties |
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19.8 |
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18.2 |
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Asbestos liability |
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1,604.0 |
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1,512.5 |
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Workers compensation Asbestos |
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109.7 |
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98.8 |
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Australian Taxation Office unpaid amended assessment |
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187.3 |
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Other liabilities |
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42.2 |
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80.6 |
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Total liabilities |
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2,421.9 |
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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; 436,085,585 shares issued
at 31 December 2010 and 434,524,879 shares
issued at 31 March 2010 |
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221.3 |
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221.1 |
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Additional paid-in capital |
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48.3 |
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39.5 |
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Accumulated deficit |
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|
(782.9 |
) |
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|
(437.7 |
) |
Accumulated other comprehensive income |
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63.2 |
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59.2 |
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Total shareholders deficit |
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(450.1 |
) |
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(117.9 |
) |
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Total liabilities and shareholders deficit |
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$ |
1,971.8 |
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$ |
2,178.8 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-3
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
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Three Months |
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Nine Months |
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Ended 31 December |
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Ended 31 December |
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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 |
|
$ |
272.6 |
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|
$ |
261.0 |
|
|
$ |
878.6 |
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$ |
849.7 |
|
Cost of goods sold |
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|
(187.8 |
) |
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|
(164.3 |
) |
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|
(583.6 |
) |
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(525.0 |
) |
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Gross profit |
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84.8 |
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|
96.7 |
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|
295.0 |
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324.7 |
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Selling, general and administrative expenses |
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(49.4 |
) |
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(46.9 |
) |
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(130.4 |
) |
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(137.3 |
) |
Research and development expenses |
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(5.9 |
) |
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(7.2 |
) |
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(19.6 |
) |
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|
(20.2 |
) |
Asbestos adjustments |
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|
(46.4 |
) |
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|
(17.5 |
) |
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(91.1 |
) |
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(200.0 |
) |
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Operating (loss) income |
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(16.9 |
) |
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25.1 |
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53.9 |
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|
(32.8 |
) |
Interest expense |
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(2.0 |
) |
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(1.8 |
) |
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(6.0 |
) |
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(4.8 |
) |
Interest income |
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0.7 |
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1.0 |
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2.7 |
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2.9 |
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Other income (expense) |
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2.7 |
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2.2 |
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(4.6 |
) |
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6.0 |
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(Loss) income before income taxes |
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(15.5 |
) |
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26.5 |
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46.0 |
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(28.7 |
) |
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Income tax expense |
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(10.9 |
) |
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(11.6 |
) |
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(391.2 |
) |
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(53.9 |
) |
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Net (loss) income |
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$ |
(26.4 |
) |
|
$ |
14.9 |
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|
$ |
(345.2 |
) |
|
$ |
(82.6 |
) |
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Net (loss) income per share basic |
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$ |
(0.06 |
) |
|
$ |
0.03 |
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|
$ |
(0.79 |
) |
|
$ |
(0.19 |
) |
Net (loss) income per share diluted |
|
$ |
(0.06 |
) |
|
$ |
0.03 |
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|
$ |
(0.79 |
) |
|
$ |
(0.19 |
) |
Weighted average common shares outstanding
(Millions): |
|
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Basic |
|
|
435.8 |
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|
433.3 |
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|
435.3 |
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|
432.7 |
|
Diluted |
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|
435.8 |
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|
438.8 |
|
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|
435.3 |
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|
432.7 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
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|
Nine Months |
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|
Ended 31 December |
|
(Millions of US dollars) |
|
2010 |
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|
2009 |
|
|
Cash Flows From Operating Activities |
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|
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Net loss |
|
$ |
(345.2 |
) |
|
$ |
(82.6 |
) |
Adjustments to reconcile net loss to net cash
provided by operating activities: |
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|
|
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|
Depreciation and amortisation |
|
|
46.9 |
|
|
|
45.6 |
|
Deferred income taxes |
|
|
(22.9 |
) |
|
|
45.3 |
|
Stock-based compensation |
|
|
7.2 |
|
|
|
5.6 |
|
Asbestos adjustments |
|
|
91.1 |
|
|
|
200.0 |
|
Tax benefit from stock options exercised |
|
|
(0.8 |
) |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents |
|
|
38.9 |
|
|
|
14.6 |
|
Restricted short-term investments |
|
|
9.5 |
|
|
|
42.6 |
|
Payment to the AICF |
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|
(63.7 |
) |
|
|
|
|
Accounts and other receivables |
|
|
60.1 |
|
|
|
(17.4 |
) |
Inventories |
|
|
(1.9 |
) |
|
|
(14.4 |
) |
Prepaid expenses and other assets |
|
|
(2.6 |
) |
|
|
(32.5 |
) |
Insurance receivable Asbestos |
|
|
19.5 |
|
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|
10.8 |
|
Accounts payable and accrued liabilities |
|
|
(21.1 |
) |
|
|
20.4 |
|
Asbestos liability |
|
|
(68.3 |
) |
|
|
(72.9 |
) |
Deposit with Australian Taxation Office |
|
|
249.5 |
|
|
|
(14.4 |
) |
Australian Taxation Office unpaid amended assessment |
|
|
187.3 |
|
|
|
|
|
Other accrued liabilities |
|
|
(77.7 |
) |
|
|
47.9 |
|
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|
Net cash provided by operating activities |
|
$ |
105.8 |
|
|
$ |
198.6 |
|
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Cash Flows From Investing Activities |
|
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|
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|
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Purchases of property, plant and equipment |
|
$ |
(37.3 |
) |
|
$ |
(35.2 |
) |
Proceeds from sale of property, plant and equipment |
|
|
0.6 |
|
|
|
|
|
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|
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|
Net cash used in investing activities |
|
$ |
(36.7 |
) |
|
$ |
(35.2 |
) |
|
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Cash Flows From Financing Activities |
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|
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|
Repayments of short-term borrowings |
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|
|
|
(93.3 |
) |
Proceeds from long-term borrowings |
|
|
417.0 |
|
|
|
110.0 |
|
Repayments of long-term borrowings |
|
|
(489.0 |
) |
|
|
(148.7 |
) |
Proceeds from issuance of shares |
|
|
1.0 |
|
|
|
8.3 |
|
Tax benefit from stock options exercised |
|
|
0.8 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
$ |
(70.2 |
) |
|
$ |
(122.8 |
) |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
$ |
6.1 |
|
|
$ |
(31.8 |
) |
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
5.0 |
|
|
|
8.8 |
|
Cash and cash equivalents at beginning of period |
|
|
19.2 |
|
|
|
42.4 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
24.2 |
|
|
$ |
51.2 |
|
|
|
|
|
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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 |
|
$ |
24.1 |
|
|
$ |
35.9 |
|
Short-term deposits |
|
|
0.1 |
|
|
|
15.3 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
24.2 |
|
|
$ |
51.2 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Changes in Shareholders Deficit
(Unaudited)
|
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|
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Accumulated |
|
|
|
|
|
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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 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(345.2 |
) |
|
|
|
|
|
|
(345.2 |
) |
Unrealised gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3 |
|
|
|
1.3 |
|
Foreign currency translation loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.7 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.0 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(341.2 |
) |
Stock-based compensation |
|
|
|
|
|
|
7.2 |
|
|
|
|
|
|
|
|
|
|
|
7.2 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
Equity awards exercised/released |
|
|
0.2 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 December 2010 |
|
$ |
221.3 |
|
|
$ |
48.3 |
|
|
$ |
(782.9 |
) |
|
$ |
63.2 |
|
|
$ |
(450.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
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 31 December 2010, and the consolidated
results of operations for the three months and nine months ended 31 December 2010 and 2009 and
consolidated cash flows for the nine months ended 31 December 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 nine months ended 31 December 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
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.
F-7
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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$1.6 million and US$2.2 million during the three months ended 31
December 2010 and 2009, respectively, and US$6.5 million and US$6.7 million during the nine months
ended 31 December 2010 and 2009, respectively.
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-8
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 |
|
Nine Months |
|
|
Ended 31 December |
|
Ended 31 December |
(Millions of shares) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
Basic common shares outstanding |
|
|
435.8 |
|
|
|
433.3 |
|
|
|
435.3 |
|
|
|
432.7 |
|
Dilutive effect of stock awards |
|
|
|
|
|
|
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
435.8 |
|
|
|
438.8 |
|
|
|
435.3 |
|
|
|
432.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(US dollars) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
|
Net loss per share basic and diluted
|
|
$ |
(0.06 |
) |
|
$ |
0.03 |
|
|
$ |
(0.79 |
) |
|
$ |
(0.19 |
) |
Net loss per share diluted
|
|
$ |
(0.06 |
) |
|
$ |
0.03 |
|
|
$ |
(0.79 |
) |
|
$ |
(0.19 |
) |
Potential common shares of 13.6 million and 7.6 million for the three months ended 31 December
2010 and 2009, respectively, and 13.4 million for each of the nine months ended 31 December 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 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.
F-9
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 nine months ended 31 December 2010, the Company did not provide financial or other support
to the AICF that it was not previously contractually required to provide. Future 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-10
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$10.6 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
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.
F-11
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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
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.
F-12
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 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-13
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 31 December 2010 and 31 March 2010, which restrict the cash from use for general corporate
purposes.
4. Inventories
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 December |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
Finished goods |
|
$ |
102.1 |
|
|
$ |
99.8 |
|
Work-in-process |
|
|
5.1 |
|
|
|
4.8 |
|
Raw materials and supplies |
|
|
54.7 |
|
|
|
52.0 |
|
Provision for obsolete finished goods and raw materials |
|
|
(6.8 |
) |
|
|
(7.5 |
) |
|
|
|
|
|
|
|
Total inventories |
|
$ |
155.1 |
|
|
$ |
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 |
|
|
$ |
205.2 |
|
|
$ |
897.9 |
|
|
$ |
47.7 |
|
|
$ |
1,221.3 |
|
Accumulated depreciation |
|
|
|
|
|
|
(57.0 |
) |
|
|
(401.3 |
) |
|
|
|
|
|
|
(510.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
18.1 |
|
|
|
144.8 |
|
|
|
500.0 |
|
|
|
47.7 |
|
|
|
710.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
0.2 |
|
|
|
3.7 |
|
|
|
54.0 |
|
|
|
(20.6 |
) |
|
|
37.3 |
|
Retirements and sales |
|
|
|
|
|
|
|
|
|
|
(0.6 |
) |
|
|
|
|
|
|
(0.6 |
) |
Depreciation |
|
|
|
|
|
|
(7.1 |
) |
|
|
(39.8 |
) |
|
|
|
|
|
|
(46.9 |
) |
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
9.1 |
|
|
|
|
|
|
|
9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes |
|
|
0.2 |
|
|
|
(3.4 |
) |
|
|
22.7 |
|
|
|
(20.6 |
) |
|
|
(1.1 |
) |
Balance at 31 December 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
18.3 |
|
|
|
208.9 |
|
|
|
960.4 |
|
|
|
27.1 |
|
|
|
1,214.7 |
|
Accumulated depreciation |
|
|
|
|
|
|
(64.1 |
) |
|
|
(441.1 |
) |
|
|
|
|
|
|
(505.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
18.3 |
|
|
$ |
144.8 |
|
|
$ |
519.3 |
|
|
$ |
27.1 |
|
|
$ |
709.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Construction in progress consists of plant expansions and upgrades. |
F-14
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
6. Short and Long-Term Debt
At 31 December 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 |
|
|
|
|
|
$ |
45.0 |
|
|
$ |
|
|
Term facilities, can be drawn
in US$, variable interest
rates based on LIBOR plus
margin, can be repaid and
redrawn until December 2012 |
|
|
|
|
|
|
130.0 |
|
|
|
|
|
Term facilities, can be drawn
in US$, variable interest
rates based on LIBOR plus
margin, can be repaid and
redrawn until February 2013 |
|
|
1.15 |
% |
|
|
90.0 |
|
|
|
82.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
265.0 |
|
|
$ |
82.0 |
|
|
|
|
|
|
|
|
|
|
|
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 1.15% and 0.92%
at 31 December 2010 and 31 March 2010, respectively, and the weighted average term of all debt
facilities is 1.7 years at 31 December 2010.
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 31 December 2010, credit facilities included term facilities in the amount of US$45.0 million
that mature in February 2011. As of 31 December 2010, no amounts were outstanding under these
credit facilities. In February 2011, the Company replaced these credit facilities with new term
facilities totaling US$100.0 million. These facilities became available to the Company in February
2011. US$50.0 million of these facilities mature in September 2012 and US$50.0 million of these
facilities mature in February 2014.
For all facilities, the interest rate is calculated two business days prior to the commencement of
each draw-down period based on the US$ London Interbank Offered Rate (LIBOR) plus the margins of
individual lenders and is payable at the end of each draw-down period. At 31 December 2010, there
was US$82.0 million drawn under the combined facilities and US$183.0 million was unutilised and
available.
At 31 December 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
F-15
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
capital and retained earnings of the James Hardie Group and the aggregate amount of
provisions made by the James Hardie Group for asbestos related liabilities, in each case, as such
amounts would be shown in the consolidated balance sheet of the James Hardie Group if Amaba, Amaca,
ABN 60 and Marlew Mining Pty Limited were not accounted for as subsidiaries of the Company, (iii)
must meet or exceed a minimum ratio of earnings before interest and taxes to net interest charges,
excluding all income, expense and other profit and loss statement impacts of the AICF, Amaba,
Amaca, ABN 60 and Marlew Mining Pty Limited, and (iv) must ensure that no more than 35% of Free
Cash Flow (as defined in the Amended FFA) in any given Financial Year is contributed to the AICF on
the payment dates under the Amended FFA in the next following Financial Year. The limit does not
apply to payments of interest to the AICF. Such limits are consistent with the contractual
liabilities of the Performing Subsidiary and the Company under the Amended FFA.
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$46.4 million and US$17.5 million for the three months
ended 31 December 2010 and 2009, respectively, and unfavourable foreign currency movements of
US$91.1 million and US$200.0 million for the nine months ended 31 December 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-16
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
31 December |
|
|
31 March |
|
(Millions of US dollars ) |
|
2010 |
|
|
2010 |
|
|
Asbestos liability current |
|
$ |
(118.4 |
) |
|
$ |
(106.7 |
) |
Asbestos liability non-current |
|
|
(1,604.0 |
) |
|
|
(1,512.5 |
) |
|
|
|
|
|
|
|
Asbestos liability Total |
|
|
(1,722.4 |
) |
|
|
(1,619.2 |
) |
|
|
|
|
|
|
|
|
|
Insurance receivable current |
|
|
18.6 |
|
|
|
16.7 |
|
Insurance receivable non-current |
|
|
184.0 |
|
|
|
185.1 |
|
|
|
|
|
|
|
|
Insurance receivable Total |
|
|
202.6 |
|
|
|
201.8 |
|
|
|
|
|
|
|
|
|
|
Workers compensation asset current |
|
|
0.1 |
|
|
|
0.1 |
|
Workers compensation asset non-current |
|
|
109.7 |
|
|
|
98.8 |
|
Workers compensation liability current |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Workers compensation liability non-current |
|
|
(109.7 |
) |
|
|
(98.8 |
) |
|
|
|
|
|
|
|
Workers compensation Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes current |
|
|
14.2 |
|
|
|
16.4 |
|
Deferred income taxes non-current |
|
|
452.6 |
|
|
|
420.0 |
|
|
|
|
|
|
|
|
Deferred income taxes Total |
|
|
466.8 |
|
|
|
436.4 |
|
|
|
|
|
|
|
|
|
|
Income tax payable |
|
|
18.3 |
|
|
|
16.5 |
|
Other net liabilities |
|
|
(1.5 |
) |
|
|
(1.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Amended FFA liability |
|
|
(1,036.2 |
) |
|
|
(966.2 |
) |
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investment assets of the AICF |
|
|
86.5 |
|
|
|
57.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded Net Amended FFA liability |
|
$ |
(949.7 |
) |
|
$ |
(908.4 |
) |
|
|
|
|
|
|
|
On 1 July 2010, the Company contributed US$63.7 million to the AICF in accordance with the
terms of the Amended FFA.
Asbestos Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of the projected future asbestos-related cash flows prepared by KPMG Actuaries. The asbestos
liability also includes an allowance for the future claims-handling costs of the AICF. The Company
receives an updated actuarial estimate as of 31 March each year. The last actuarial assessment was
performed as of 31 March 2010.
F-17
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The changes in the asbestos liability for the nine months ended 31 December 2010 are detailed in
the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
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 |
|
|
71.9 |
|
|
|
1.0808 |
|
|
|
66.5 |
|
AICF claims-handling costs incurred1 |
|
|
1.9 |
|
|
|
1.0808 |
|
|
|
1.8 |
|
Loss on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
(171.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
Asbestos liability 31 December 2010 |
|
A$ |
(1,694.2 |
) |
|
|
0.9836 |
|
|
$ |
(1,722.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
Insurance Receivable Asbestos
The changes in the insurance receivable for the nine months ended 31 December 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 |
|
|
(21.0 |
) |
|
|
1.0808 |
|
|
|
(19.5 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Insurance receivable 31 December 2010 |
|
A$ |
199.3 |
|
|
|
0.9836 |
|
|
$ |
202.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes Asbestos
The changes in the deferred income taxes asbestos for the nine months ended 31 December 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 |
|
|
(16.7 |
) |
|
|
1.0808 |
|
|
|
(15.5 |
) |
AICF earnings1 |
|
|
(0.7 |
) |
|
|
1.0808 |
|
|
|
(0.6 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
46.5 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets 31 December 2010 |
|
A$ |
459.1 |
|
|
|
0.9836 |
|
|
$ |
466.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The average exchange rate for the period is used to convert the Australian dollar
amount to US dollars based on the assumption that these transactions occurred evenly throughout the
period. |
F-18
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
31 December 2010 and 31 March 2010, this amount was US$15.5 million and US$15.3 million,
respectively. During the nine months ended 31 December 2010, there was a US$1.8 million
unfavourable 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 31 December 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$1.3 million and US$0.9
million at 31 December 2010 and 31 March 2010, respectively. During the nine months ended 31
December 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 31 December 2010, the Company revalued the AICFs short-term investments available-for-sale
resulting in a positive mark-to-market fair value adjustment of US$1.3 million. This appreciation
in the value of the investments was recorded as an unrealised gain in Other Comprehensive Income.
The changes in the restricted cash and short-term investments of the AICF for the nine months ended
31 December 2010 are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
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 |
|
|
(71.9 |
) |
|
|
1.0808 |
|
|
|
(66.5 |
) |
Payments received in accordance with AFFA2 |
|
|
72.8 |
|
|
|
1.1430 |
|
|
|
63.7 |
|
AICF operating costs paid claims-handling1 |
|
|
(1.9 |
) |
|
|
1.0808 |
|
|
|
(1.8 |
) |
AICF operating costs paid non claims-handling1 |
|
|
(1.8 |
) |
|
|
1.0808 |
|
|
|
(1.7 |
) |
Insurance recoveries1 |
|
|
21.0 |
|
|
|
1.0808 |
|
|
|
19.5 |
|
Interest and investment income1 |
|
|
2.6 |
|
|
|
1.0808 |
|
|
|
2.4 |
|
Unrealised gain on investments1 |
|
|
1.4 |
|
|
|
1.0808 |
|
|
|
1.3 |
|
Other1 |
|
|
(0.2 |
) |
|
|
1.0808 |
|
|
|
(0.2 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
12.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investments 31 December 2010 |
|
A$ |
85.1 |
|
|
|
0.9836 |
|
|
$ |
86.5 |
|
|
|
|
|
|
|
|
|
|
|
|
F-19
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
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.
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
For the Years Ended 31 March |
|
|
31 December 2010 |
|
2010 |
|
2009 |
|
2008 |
|
2007 |
|
Number of open claims at beginning of period |
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
|
|
564 |
|
Number of new claims |
|
|
398 |
|
|
|
535 |
|
|
|
607 |
|
|
|
552 |
|
|
|
463 |
|
Number of closed claims |
|
|
334 |
|
|
|
540 |
|
|
|
596 |
|
|
|
519 |
|
|
|
537 |
|
Number of open claims at end of period |
|
|
593 |
|
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
Average settlement amount per settled claim |
|
A$ |
195,697 |
|
|
A$ |
190,627 |
|
|
A$ |
190,638 |
|
|
A$ |
147,349 |
|
|
A$ |
166,164 |
|
Average settlement amount per case closed |
|
A$ |
161,714 |
|
|
A$ |
171,917 |
|
|
A$ |
168,248 |
|
|
A$ |
126,340 |
|
|
A$ |
128,723 |
|
|
|
|
|
|
Average settlement amount per settled claim |
|
US$ |
181,067 |
|
|
US$ |
162,250 |
|
|
US$ |
151,300 |
|
|
US$ |
128,096 |
|
|
US$ |
127,163 |
|
Average settlement amount per case closed |
|
US$ |
149,624 |
|
|
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.
AICF NSW Government Secured Loan Facility
On 9 December 2010, the AICF, Amaca, Amaba and ABN 60 (together, the Obligors) entered into a
secured standby loan facility and related agreements (the Facility) with The State of New South
Wales, Australia (NSW) whereby the AICF may borrow, subject to certain conditions, up to an
aggregate amount of A$320.0 million (US$325.3 million, based on the exchange rate at 31 December
2010). In accordance with the terms of the Facility, drawings under the Facility may only be used
by the AICF to fund the payment of asbestos claims and certain operating and legal costs of the
Obligors.
The amount available to be drawn depends on the value of the insurance policies benefiting the
Obligors and may be adjusted upward or downward, subject to a ceiling of A$320.0 million. The
F-20
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
amount available is subject to periodic review by NSW. The Facility is available to be drawn up to
the tenth anniversary of signing and must be repaid on or by 1 November 2030.
Interest accrues daily on amounts outstanding. Interest is calculated based on a 365-day year and
is payable monthly. The AICF may, at its discretion, elect to capitalise interest payable on
amounts outstanding under the Facility on the date interest becomes due and payable. In addition,
if the AICF does not pay interest on a due date, it is taken to have elected to capitalise the
interest.
NSW will borrow up to 50% of the amount made available under the Facility from the Commonwealth of
Australia (Commonwealth).
To the extent that NSWs source of funding the Facility is from the Commonwealth, the interest rate
on the Facility is calculated by reference to the cost of NSWs borrowings from the Commonwealth
for that purpose, being calculated with reference to the Commonwealth Treasury fixed coupon bond
rate for a period determined as appropriate by the Commonwealth.
In summary, to the extent that NSWs source of funding is not from the Commonwealth, the interest
rate on drawings under the Facility is calculated as (i) during the period to (but excluding) 1 May
2020, a yield percent per annum calculated at the time of the first drawdown of the Facility by
reference to the NSW Treasury Corporations 6% 1/05/2020 Benchmark Bonds, (ii) during the period
after 1 May 2020, a yield percent per annum calculated by reference to NSW Treasury Corporation
bonds on issue at that time and maturing in 2030, or (iii) in any case, if the relevant bonds are
not on issue, a yield percent per annum in respect of such other source of funding for the Facility
determined by the NSW Government in good faith to be used to replace those bonds, including any
guarantee fee payable to the Commonwealth in respect of the bonds (where the bonds are guaranteed
by the Commonwealth) or other source of funding.
Under the Facility, Amaca, Amaba and ABN 60 each guarantee the payment of amounts owed by the AICF
and the AICFs performance of its obligations under the Facility. Each Obligor has granted a
security interest in certain property including cash accounts, proceeds from insurance claims,
payments remitted by the Company to the AICF and contractual rights under certain documents
including the Amended FFA. Each Obligor may not deal with the secured property until all amounts
outstanding under the Facility are paid, except as permitted under the terms of the security
interest.
Under the terms of the Facility, each Obligor must, upon receipt of proceeds from insurance claims
and payments remitted by the Company under the Amended FFA, apply all of such proceeds in repayment
of amounts owing under the Facility. NSW may, at its sole discretion, waive or postpone (in such
manner and for such period as it determines) the requirement for the Obligors to apply proceeds of
insurance claims and payments remitted by the Company to repay amounts owed under the Facility to
ensure the AICF has sufficient liquidity to meet its future cash flow needs.
The Obligors are subject to certain operating covenants under the Facility and the terms of the
security interest, including, without limitation, (i) positive covenants relating to providing
corporate reporting documents, providing particular notifications and complying with the terms of
the Amended FFA, and (ii) negative covenants restricting them from voiding, canceling, settling, or
adversely affecting existing insurance policies, disposing of assets and granting security to
secure any other financial indebtedness, other than in accordance with the terms and conditions of
the Facility.
Upon an event of default, NSW may cancel the commitment and declare all amounts outstanding as
immediately due and payable. The events of default include, without limitation, failure to pay or
repay amounts due in accordance with the Facility, breach of covenants, misrepresentation, cross
default by
F-21
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
an obligor and an adverse judgment (other than a personal asbestos or Marlew claim) against an
Obligor.
The term of the Facility expires on 1 November 2030. At that time, all amounts outstanding under
the Facility become due and payable. As of 18 February 2011, the conditions precedent to drawdown
on the facility have not been satisfied and there are no amounts outstanding under the Facility.
Further, from the time of signing through 18 February 2011, there have not been any drawings on the
Facility by the AICF.
Any drawings, repayments, or payments of accrued interest under the Facility by the AICF do not
impact the Companys net operating cash flow, as defined in the Amended FFA, on which annual
contributions remitted by the Company to the AICF are based. James Hardie Industries SE and its
wholly-owned subsidiaries are not a party to, guarantor of, or security provider in respect of the
Facility.
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.
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$1.3 million for the nine months ended 31 December 2010.
This unrealised gain is included as a separate component of accumulated other comprehensive income.
F-22
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Debt Debt is generally recorded in the financial statements at historical cost. The carrying
value of debt provided under the Companys credit facilities approximates fair value since the
interest rates charged under these credit facilities are tied directly to market rates and
fluctuate as market rates change.
Interest Rate Swaps Interest rate swaps are recorded in the financial statements at fair value.
Changes in fair value are recorded in the statement of operations in Other Income. At 31 December
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 31 December 2010 the weighted average fixed interest rate of these contracts is 2.4% and the
weighted average remaining life is 2.8 years. These contracts have a fair value of US$7.0 million,
which is included in Accounts Payable. For the nine months ended 31 December 2010, the Company
included in Other Income an unrealised loss on interest rate swaps of US$4.6 million. Included in
Interest Expense is a realised loss on settlements of interest rate swap contracts of US$2.8
million for the nine months ended 31 December 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 31 December
2010 according to the valuation techniques the Company used to determine their fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Fair Value at |
|
|
Using Inputs Considered as |
|
(Millions of US dollars) |
|
31 December 2010 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
24.2 |
|
|
$ |
24.2 |
|
|
$ |
|
|
|
$ |
|
|
Restricted cash and cash equivalents |
|
|
86.1 |
|
|
|
86.1 |
|
|
|
|
|
|
|
|
|
Restricted short-term investments |
|
|
5.7 |
|
|
|
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
116.0 |
|
|
$ |
116.0 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
|
7.0 |
|
|
|
|
|
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
7.0 |
|
|
$ |
|
|
|
$ |
7.0 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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, the Australian Securities and Investments Commission (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.
On 30 September 2010, the Company entered into agreements with third parties and subsequently
received payment for US$10.3 million relating to the costs of the ASIC proceedings for certain
former officers. These recoveries are reflected as a reduction to selling, general and
administrative expenses for the nine months ended 31 December 2010. The Company notes that other
recoveries may be available resulting from repayments by third parties, including former directors
and officers, in accordance with the terms of their indemnities.
On 17 December 2010, the New South Wales Court of Appeal dismissed the Companys appeal against
Justice Gzells judgment and ASICs cross appeals against the appellants. ASIC subsequently filed
applications for special leave in the High Court appealing from the Court of Appeals judgment in
favour of the former directors appeals. Certain former officers have also filed special leave
applications in the High Court.
In regard to the Court of Appeal judgments, ASIC was ordered to pay the costs of the former
directors whose appeals were successful and the company was ordered to pay 90% of the costs
incurred by ASIC in connection with the company appeal.
The amount of the costs the Company may be required to pay to ASIC following the Court of Appeal
judgments is contingent on a number of factors, which include, without limitation, whether such
costs (including the costs orders in ASICs favour against the Company in the first instance
hearing, which orders were not disturbed by the Court of Appeal) are reasonable having regard to
the issues pursued in the case by ASIC against the Company, the associated legal work undertaken
specifically in respect of those issues (as distinct from the legal costs of a previous claim and
related order against the
F-24
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Company that was withdrawn by ASIC in September 2008 just prior to the commencement of the first
instance trial, the legal costs incurred by ASIC in connection with similar or overlapping claims
against other parties in the first instance or appeal proceedings and the successful interlocutory
appeal by the company against ASIC during the course of the first instance hearing), the number of
legal practitioners involved in such legal work and their applicable fee rates.
In light of the uncertainty surrounding the amount of such costs, the Company has not recorded any
provision for these costs at 31 December 2010. 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 with the first instance proceedings, the Company will 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. It is the Companys policy to
expense legal costs as incurred.
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 Australian Taxation Office (ATO) with respect to RCIs income tax return for
the year ended 31 March 1999. The amended assessment related to the amount of net capital gains
arising as a result of an internal corporate restructure carried out in 1998 and was issued
pursuant to the discretion granted to the Commissioner of Taxation under Part IVA of the Income Tax
Assessment Act 1936. The amended assessment issued to RCI was for a total of A$412.0 million.
However, after subsequent remissions of general interest charges (GIC) by the ATO the total was
changed to A$368.0 million, comprising primary tax after allowable credits, penalties, and GIC.
During fiscal year 2007 RCI agreed with the ATO that in accordance with the ATO Receivable Policy,
RCI would pay 50% of the total amended assessment being A$184.0 million (US$152.5 million), and
provide a guarantee from James Hardie Industries SE (formerly James Hardie Industries N.V.) in
favour of the ATO for the remaining unpaid 50% of the amended assessment, pending outcome of the
appeal of the amended assessment. RCI also agreed to pay GIC accruing on the unpaid balance of the
amended assessment in arrears on a quarterly basis.
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.
F-25
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 an expense of US$345.2 million (A$388.0 million)
on its consolidated statement of operations, which did not result in a cash outflow for the nine
months ended 31 December 2010. In addition, the Company recognised an uncertain tax position of
US$187.3 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.
With effect from 1 September 2010, the Company is expensing future payments of GIC to the ATO as
incurred until RCI ultimately prevails on the matter or the remaining outstanding balance of the
amended assessment is paid.
The ATO was awarded costs in connection with RCIs appeal of the objection decision to the Federal
Court of Australia. The Company has provided a provision for such costs within other non-current
liabilities on the Companys consolidated balance sheet at 31 December 2010.
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 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 2007. The Company is no longer subject to examinations by The Netherlands tax authority,
for tax years prior to 2005. The Company is no longer subject to examinations by the ATO for tax
years prior to 2007.
The Company is currently reviewing its subsidiary holding company structure and its policies on
intercompany debt and inter-group dividends among subsidiary companies.
F-26
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 |
|
|
0.1 |
|
|
|
|
|
Additions for tax positions of prior year |
|
|
153.3 |
|
|
|
193.8 |
|
Other reductions for the tax positions of prior periods |
|
|
(0.9 |
) |
|
|
(0.3 |
) |
Foreign currency translation adjustment |
|
|
21.9 |
|
|
|
24.3 |
|
|
|
|
|
|
|
|
Balance at 31 December 2010 |
|
$ |
182.1 |
|
|
$ |
190.9 |
|
|
|
|
|
|
|
|
As of 31 December 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$182.1 million and US$190.9 million,
respectively.
The Company recognises penalties and interest accrued related to unrecognised tax benefits in
income tax expense. During the nine months ended 31 December 2010, the total amount of interest and
penalties recognised in tax expense was US$193.5 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.
12. Stock-Based Compensation
Compensation expense arising from equity-based award grants as estimated using pricing models was
US$2.4 million and US$2.9 million for the three months ended 31 December 2010 and 2009,
respectively, and US$7.2 million and US$6.9 million for the nine months ended 31 December 2010 and
2009, respectively. As of 31 December 2010, the unrecorded deferred stock-based compensation
balance related to equity awards was US$12.3 million after estimated forfeitures and will be
recognised over an estimated weighted average amortisation period of 2.2 years.
Stock Options
The Company estimates the fair value of each stock option on the date of grant using either the
Black-Scholes option-pricing model or a binomial lattice model that incorporates a Monte Carlo
Simulation (the Monte Carlo method). There were no stock options granted during the nine months
ended 31 December 2010 and 2009.
F-27
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The following table summarises the Companys stock options available for grant and the movement in
the Companys outstanding options during the noted period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Shares |
|
|
|
|
|
Average |
|
|
Available for |
|
|
|
|
|
Exercise |
|
|
Grant |
|
Number |
|
Price (A$) |
Balance at 31 March 2010 |
|
|
25,288,048 |
|
|
|
14,444,438 |
|
|
|
7.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(229,982 |
) |
|
|
4.21 |
|
Forfeited |
|
|
|
|
|
|
(2,049,557 |
) |
|
|
8.10 |
|
Forfeitures available for re-grant |
|
|
959,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2010 |
|
|
26,247,605 |
|
|
|
12,164,899 |
|
|
|
7.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
2,106,051 |
|
|
|
5.85 |
|
Vested |
|
|
(970,793 |
) |
|
|
4.94 |
|
Forfeited |
|
|
(760,017 |
) |
|
|
5.14 |
|
|
|
|
|
|
|
|
|
|
Non-vested at 31 December 2010 |
|
|
5,111,962 |
|
|
|
4.94 |
|
|
|
|
|
|
|
|
|
|
Restricted Stock service vesting
The Company granted 347,400 restricted stock units (service vesting) under the 2001 Equity
Incentive Plan for the three and nine months ended 31 December 2010.
The fair value of each restricted stock unit (service vesting) is equal to the market value of the
Companys common stock on the date of grant, adjusted for the fair value of dividends as the
restricted stock holder is not entitled to dividends over the vesting period.
F-28
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Restricted Stock performance vesting
The Company granted 807,457 restricted stock units with a performance vesting condition under the
2006 Long-Term Incentive Plan (LTIP) to senior executives of the Company for the nine months ended
31 December 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 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 nine months ended 31
December 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 all restricted stock grants valued during the
nine months ended 31 December 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of grant |
|
7 Dec 2010 |
|
15 Sep 2010 |
|
7 Jun 2010 |
Dividend yield (per annum) |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Risk free interest rate1 |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
Expected life in years |
|
|
3.0 |
|
|
|
3.0 |
|
|
|
2.0 |
|
JHX stock price at grant date (A$) |
|
|
6.21 |
|
|
|
5.94 |
|
|
|
7.23 |
|
Number of restricted stock units |
|
|
347,400 |
|
|
|
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 nine months ended 31 December 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.
F-29
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 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.
Operating Segments
The following are the Companys operating segments and geographical information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
Net Sales to Customers1 |
|
|
|
Three Months Ended 31 December |
|
|
Nine Months Ended 31 December |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
USA & Europe Fibre Cement |
|
$ |
182.6 |
|
|
$ |
179.1 |
|
|
$ |
616.3 |
|
|
$ |
631.3 |
|
Asia Pacific Fibre Cement |
|
|
90.0 |
|
|
|
81.9 |
|
|
|
262.3 |
|
|
|
218.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
272.6 |
|
|
$ |
261.0 |
|
|
$ |
878.6 |
|
|
$ |
849.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Before Income Taxes |
|
|
Income (Loss) Before Income Taxes |
|
|
|
Three Months Ended 31 December |
|
|
Nine Months Ended 31 December |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
USA & Europe Fibre Cement2 |
|
$ |
26.3 |
|
|
$ |
39.6 |
|
|
$ |
121.8 |
|
|
$ |
173.7 |
|
Asia Pacific Fibre Cement2 |
|
|
20.0 |
|
|
|
17.3 |
|
|
|
60.0 |
|
|
|
44.4 |
|
Research and Development2 |
|
|
(4.0 |
) |
|
|
(6.1 |
) |
|
|
(14.0 |
) |
|
|
(14.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segments total |
|
|
42.3 |
|
|
|
50.8 |
|
|
|
167.8 |
|
|
|
203.2 |
|
General Corporate3 |
|
|
(59.2 |
) |
|
|
(25.7 |
) |
|
|
(113.9 |
) |
|
|
(236.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
(16.9 |
) |
|
|
25.1 |
|
|
|
53.9 |
|
|
|
(32.8 |
) |
Net interest expense4 |
|
|
(1.3 |
) |
|
|
(0.8 |
) |
|
|
(3.3 |
) |
|
|
(1.9 |
) |
Other (expense) income |
|
|
2.7 |
|
|
|
2.2 |
|
|
|
(4.6 |
) |
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
(15.5 |
) |
|
$ |
26.5 |
|
|
$ |
46.0 |
|
|
$ |
(28.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
31 December |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
|
|
|
|
|
|
USA & Europe Fibre Cement |
|
$ |
734.5 |
|
|
$ |
780.8 |
|
Asia Pacific Fibre Cement |
|
|
226.2 |
|
|
|
216.9 |
|
Research and Development |
|
|
14.5 |
|
|
|
14.2 |
|
|
|
|
|
|
|
|
Segments total |
|
|
975.2 |
|
|
|
1,011.9 |
|
General Corporate5, 6 |
|
|
996.6 |
|
|
|
1,166.9 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,971.8 |
|
|
$ |
2,178.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Areas |
|
Net Sales to Customers1 |
|
|
Net Sales to Customers1 |
|
|
|
Three Months Ended 31 December |
|
|
Nine Months Ended 31 December |
|
(Millions of US dollars) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
USA |
|
$ |
177.1 |
|
|
$ |
174.2 |
|
|
$ |
598.5 |
|
|
$ |
616.9 |
|
Australia |
|
|
67.9 |
|
|
|
59.6 |
|
|
|
199.1 |
|
|
|
158.4 |
|
New Zealand |
|
|
13.3 |
|
|
|
14.2 |
|
|
|
40.3 |
|
|
|
37.0 |
|
Other Countries |
|
|
14.3 |
|
|
|
13.0 |
|
|
|
40.7 |
|
|
|
37.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
272.6 |
|
|
$ |
261.0 |
|
|
$ |
878.6 |
|
|
$ |
849.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-30
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
31 December |
|
|
31 March |
|
(Millions of US dollars) |
|
2010 |
|
|
2010 |
|
|
USA |
|
$ |
735.4 |
|
|
$ |
783.6 |
|
Australia |
|
|
150.4 |
|
|
|
131.6 |
|
New Zealand |
|
|
40.6 |
|
|
|
49.8 |
|
Other Countries |
|
|
48.8 |
|
|
|
46.9 |
|
|
|
|
|
|
|
|
Segments total |
|
|
975.2 |
|
|
|
1,011.9 |
|
General Corporate5, 6 |
|
|
996.6 |
|
|
|
1,166.9 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,971.8 |
|
|
$ |
2,178.8 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Export sales and inter-segmental sales are not significant. |
|
2 |
|
Research and development costs of US$2.2 million and US$2.7 million for the three
months ended 31 December 2010 and 2009, respectively, were expensed in the USA and Europe Fibre
Cement segment. Research and development costs of US$0.4 million and US$0.2 million for the three
months ended 31 December 2010 and 2009, respectively, were expensed in the Asia Pacific Fibre
Cement segment. Research and development costs of US$3.3 million and US$4.3 million for the three
months ended 31 December 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$0.7 million and US$1.8 million for the three months ended 31 December 2010 and 2009,
respectively. |
|
|
|
Research and development costs of US$7.2 million and US$7.8 million for the nine months ended 31
December 2010 and 2009, respectively, were expensed in the USA and Europe Fibre Cement segment.
Research and development costs of US$1.0 million and US$0.7 million for the nine months ended 31
December 2010 and 2009, respectively, were expensed in the Asia Pacific Fibre Cement segment.
Research and development costs of US$11.4 million and US$11.7 million for the nine months ended 31
December 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$2.6 million and US$2.2 million for the nine months ended 31 December 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 31 December 2010 are unfavourable asbestos adjustments of US$46.4 million, AICF SG&A
expenses of US$0.7 million and nil related to the ASIC proceedings. Included in General Corporate
for the three months ended 31 December 2009 are unfavourable asbestos adjustments of US$17.5
million, AICF SG&A expenses of US$0.6 million and ASIC expenses of US$0.6 million. Included in
General Corporate for the nine months ended 31 December 2010 are unfavourable asbestos adjustments
of US$91.1 million, AICF SG&A expenses of US$1.7 million and a net benefit of US$9.5 million
related to the ASIC proceedings. Included in General Corporate for the nine months ended 31
December 2009 are unfavourable asbestos adjustments of US$200.0 million, AICF SG&A expenses of
US$1.6 million and ASIC expenses of US$1.6 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$0.7 million and US$0.9 million for the three months ended 31
December 2010 and 2009, respectively. Included in net interest expense for the nine months ended 31 |
F-31
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
December 2010 and 2009 is AICF interest income of US$2.4 million and US$2.6 million, respectively.
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 31 December 2010 and 31 March 2010 are US$868.4 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:
|
|
|
|
|
|
|
|
|
|
|
31 December |
|
|
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 |
|
|
2.5 |
|
|
|
1.2 |
|
Foreign currency translation adjustments |
|
|
62.3 |
|
|
|
59.6 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income |
|
$ |
63.2 |
|
|
$ |
59.2 |
|
|
|
|
|
|
|
|
F-32
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-33
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; 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-34