Exhibit 99.5
James Hardie Industries SE and Subsidiaries
Consolidated Financial Statements
as of and for the Year Ended 31 March 2011
F-1
James Hardie Industries SE and Subsidiaries
Index
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Page |
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Item 1. Consolidated Financial Statements |
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Report of Independent Registered Public Accounting Firm |
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F-3 |
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Consolidated Balance Sheets as of 31 March 2011 and 31 March 2010 |
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F-4 |
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Consolidated Statements of Operations for the Years Ended
31 March 2011, 2010 and 2009 |
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F-5 |
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Consolidated Statements of Cash Flows for the Years Ended
31 March 2011, 2010 and 2009 |
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F-6 |
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Consolidated Statements of Changes in Shareholders Deficit
for the Years Ended 31 March 2011, 2010 and 2009 |
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F-7 |
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Notes to Consolidated Financial Statements |
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F-8 |
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F-2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
James Hardie Industries SE and Subsidiaries
We have audited the accompanying consolidated balance sheets of James Hardie Industries SE and
Subsidiaries (formerly James Hardie Industries N.V. and Subsidiaries) as of 31 March 2011 and
2010, and the related consolidated statements of operations, changes in shareholders deficit, and
cash flows for each of the three years in the period ended 31 March 2011. These financial
statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Companys internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of James Hardie Industries SE and Subsidiaries at 31
March 2011 and 2010, and the consolidated results of their operations and their cash flows for each
of the three years in the period ended 31 March 2011 in conformity with U.S. generally accepted
accounting principles.
Orange County, California
19 May 2011
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Item 1. Financial Statements
James Hardie Industries SE and Subsidiaries
Consolidated Balance Sheets
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(Millions of US dollars) |
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31 March |
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31 March |
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2011 |
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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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$ |
18.6 |
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$ |
19.2 |
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Restricted cash and cash equivalents |
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0.8 |
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0.6 |
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Restricted cash and cash equivalents Asbestos |
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56.1 |
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44.5 |
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Restricted short-term investments Asbestos |
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5.8 |
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13.3 |
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Accounts and other receivables, net of allowance for
doubtful accounts of $2.7 million and $2.3 million
as of 31 March 2011 and 31 March 2010, respectively |
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138.1 |
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155.0 |
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Inventories |
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161.5 |
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149.1 |
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Prepaid expenses and other current assets |
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31.6 |
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25.6 |
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Insurance receivable Asbestos |
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13.7 |
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16.7 |
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Workers compensation Asbestos |
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0.3 |
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0.1 |
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Deferred income taxes |
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21.1 |
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24.0 |
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Deferred income taxes Asbestos |
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10.5 |
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16.4 |
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Total current assets |
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458.1 |
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464.5 |
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Restricted cash and cash equivalents |
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4.5 |
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4.7 |
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Property, plant and equipment, net |
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707.7 |
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710.6 |
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Insurance receivable Asbestos |
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188.6 |
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185.1 |
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Workers compensation Asbestos |
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90.4 |
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98.8 |
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Deferred income taxes |
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27.3 |
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3.2 |
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Deferred income taxes Asbestos |
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451.4 |
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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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32.6 |
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44.7 |
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Total assets |
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$ |
1,960.6 |
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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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$ |
106.4 |
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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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40.9 |
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42.1 |
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Accrued product warranties |
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6.1 |
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6.7 |
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Income taxes payable |
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3.9 |
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34.9 |
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Asbestos liability |
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111.1 |
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106.7 |
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Workers compensation Asbestos |
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0.3 |
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0.1 |
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Other liabilities |
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53.8 |
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27.7 |
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Total current liabilities |
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322.5 |
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414.1 |
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Long-term debt |
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59.0 |
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59.0 |
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Deferred income taxes |
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108.1 |
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113.5 |
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Accrued product warranties |
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20.1 |
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18.2 |
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Asbestos liability |
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1,587.0 |
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1,512.5 |
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Workers compensation Asbestos |
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90.4 |
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98.8 |
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Australian Taxation Office amended assessment |
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190.4 |
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Other liabilities |
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37.6 |
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80.6 |
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Total liabilities |
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2,415.1 |
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2,296.7 |
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Commitments and contingencies (Note 13) |
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Shareholders deficit: |
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Common stock, Euro 0.59 par value, 2.0 billion
shares authorised; 436,386,587 shares issued
at 31 March 2011 and 434,524,879 shares
issued at 31 March 2010 |
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222.5 |
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221.1 |
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Additional paid-in capital |
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52.5 |
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39.5 |
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Accumulated deficit |
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(784.7 |
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(437.7 |
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Accumulated other comprehensive income |
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55.2 |
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59.2 |
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Total shareholders deficit |
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(454.5 |
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(117.9 |
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Total liabilities and shareholders deficit |
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$ |
1,960.6 |
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$ |
2,178.8 |
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F-4
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Operations
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Years Ended 31 March |
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(Millions of US dollars, except per share data) |
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2011 |
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2010 |
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2009 |
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Net sales |
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$ |
1,167.0 |
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$ |
1,124.6 |
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$ |
1,202.6 |
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Cost of goods sold |
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(775.1 |
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(708.5 |
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(813.8 |
) |
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Gross profit |
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391.9 |
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416.1 |
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388.8 |
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Selling, general and administrative expenses |
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(173.4 |
) |
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(185.8 |
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(208.8 |
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Research and development expenses |
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(28.0 |
) |
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(27.1 |
) |
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(23.8 |
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Asbestos adjustments |
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(85.8 |
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(224.2 |
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17.4 |
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Operating income (loss) |
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104.7 |
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(21.0 |
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173.6 |
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Interest expense |
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(9.0 |
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(7.7 |
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(11.2 |
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Interest income |
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4.6 |
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3.7 |
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8.2 |
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Other (expense) income |
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(3.7 |
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6.3 |
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(14.8 |
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Income (loss) before income taxes |
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96.6 |
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(18.7 |
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155.8 |
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Income tax expense |
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(443.6 |
) |
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(66.2 |
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(19.5 |
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Net (loss) income |
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$ |
(347.0 |
) |
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$ |
(84.9 |
) |
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$ |
136.3 |
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Net (loss) income per share basic |
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$ |
(0.80 |
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$ |
(0.20 |
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$ |
0.32 |
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Net (loss) income per share diluted |
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$ |
(0.80 |
) |
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$ |
(0.20 |
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$ |
0.31 |
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Weighted average common shares outstanding
(Millions): |
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Basic |
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435.6 |
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433.1 |
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432.3 |
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Diluted |
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435.6 |
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433.1 |
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434.5 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Cash Flows
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Years Ended 31 March |
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(Millions of US dollars) |
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2011 |
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2010 |
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2009 |
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Cash Flows From Operating Activities |
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Net (loss) income |
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$ |
(347.0 |
) |
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$ |
(84.9 |
) |
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$ |
136.3 |
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Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: |
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Depreciation and amortisation |
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62.9 |
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61.7 |
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56.4 |
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Deferred income taxes |
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(21.9 |
) |
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19.2 |
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(58.2 |
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Pension cost |
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1.3 |
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0.1 |
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0.7 |
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Stock-based compensation |
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9.1 |
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7.7 |
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7.2 |
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Asbestos adjustments |
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85.8 |
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224.2 |
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(17.4 |
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Tax benefit from stock options exercised |
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(0.4 |
) |
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(0.9 |
) |
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Other-than-temporary impairment on investments |
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14.8 |
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Changes in operating assets and liabilities: |
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Restricted cash and cash equivalents |
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63.3 |
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14.9 |
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69.0 |
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Restricted short-term investments |
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9.7 |
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54.4 |
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Payment to the AICF |
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(63.7 |
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(110.0 |
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Accounts and other receivables |
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24.9 |
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(30.1 |
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6.6 |
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Inventories |
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(8.1 |
) |
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(12.2 |
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40.3 |
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Prepaid expenses and other assets |
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6.3 |
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(48.1 |
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5.7 |
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Insurance receivable Asbestos |
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22.9 |
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14.4 |
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16.5 |
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Accounts payable and accrued liabilities |
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(7.7 |
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35.4 |
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(11.4 |
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Asbestos liability |
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(97.8 |
) |
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(91.0 |
) |
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(91.1 |
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Deposit with Australian Taxation Office |
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254.3 |
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(29.3 |
) |
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(9.9 |
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ATO settlement payment |
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(101.6 |
) |
Australian Taxation Office amended assessment |
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190.4 |
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Other accrued liabilities |
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(37.1 |
) |
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47.6 |
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0.9 |
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Net cash provided by (used in) operating activities |
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$ |
147.2 |
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$ |
183.1 |
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$ |
(45.2 |
) |
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Cash Flows From Investing Activities |
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Purchases of property, plant and equipment |
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$ |
(50.3 |
) |
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$ |
(50.5 |
) |
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$ |
(26.1 |
) |
Proceeds from sale of property, plant and equipment |
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0.7 |
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Net cash used in investing activities |
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$ |
(49.6 |
) |
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$ |
(50.5 |
) |
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$ |
(26.1 |
) |
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Cash Flows From Financing Activities |
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Proceeds from short-term borrowings |
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$ |
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$ |
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$ |
128.8 |
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Repayments of short-term borrowings |
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(93.3 |
) |
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(125.5 |
) |
Proceeds from long-term borrowings |
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460.0 |
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274.0 |
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431.6 |
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Repayments of long-term borrowings |
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(555.0 |
) |
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(350.7 |
) |
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(375.4 |
) |
Proceeds from issuance of shares |
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4.9 |
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10.1 |
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0.1 |
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Tax benefit from stock options exercised |
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0.4 |
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0.9 |
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Dividends paid |
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(34.6 |
) |
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Net cash (used in) provided by financing activities |
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$ |
(89.7 |
) |
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$ |
(159.0 |
) |
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$ |
25.0 |
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Effects of exchange rate changes on cash |
|
$ |
(8.5 |
) |
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$ |
3.2 |
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$ |
53.3 |
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Net (decrease) increase in cash and cash equivalents |
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(0.6 |
) |
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(23.2 |
) |
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7.0 |
|
Cash and cash equivalents at beginning of period |
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19.2 |
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42.4 |
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35.4 |
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Cash and cash equivalents at end of period |
|
$ |
18.6 |
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$ |
19.2 |
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$ |
42.4 |
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Components of Cash and Cash Equivalents |
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Cash at bank and on hand |
|
$ |
9.5 |
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$ |
13.1 |
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$ |
8.9 |
|
Short-term deposits |
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|
9.1 |
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|
6.1 |
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33.5 |
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Cash and cash equivalents at end of period |
|
$ |
18.6 |
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|
$ |
19.2 |
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$ |
42.4 |
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Supplemental Disclosure of Cash Flow Activities |
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Cash paid during the year for interest, net of amounts
capitalised |
|
$ |
9.1 |
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$ |
7.4 |
|
|
$ |
7.8 |
|
Cash paid during the year for income taxes, net |
|
$ |
38.7 |
|
|
$ |
48.5 |
|
|
$ |
23.2 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Changes in Shareholders Deficit
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Accumulated |
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Additional |
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Other |
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Common |
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Paid-in |
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Accumulated |
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Treasury |
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Comprehensive |
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(Millions of US dollars) |
|
Stock |
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Capital |
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Deficit |
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Stock |
|
|
(Loss) Income |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2008 |
|
$ |
219.7 |
|
|
$ |
19.3 |
|
|
$ |
(454.5 |
) |
|
$ |
(4.0 |
) |
|
$ |
16.9 |
|
|
$ |
(202.6 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
136.3 |
|
|
|
|
|
|
|
|
|
|
|
136.3 |
|
Pension and post-retirement benefit adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.7 |
|
|
|
0.7 |
|
Unrealised gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
|
|
|
4.4 |
|
Foreign currency translation loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19.8 |
) |
|
|
(19.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.7 |
) |
|
|
(14.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121.6 |
|
Stock-based compensation |
|
|
|
|
|
|
7.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.2 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
Equity awards exercised |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
Treasury stock retired |
|
|
(0.5 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2009 |
|
$ |
219.2 |
|
|
$ |
22.7 |
|
|
$ |
(352.8 |
) |
|
$ |
|
|
|
$ |
2.2 |
|
|
$ |
(108.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(84.9 |
) |
|
|
|
|
|
|
|
|
|
|
(84.9 |
) |
Pension and post-retirement benefit adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Unrealised gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.2 |
|
|
|
1.2 |
|
Foreign currency translation gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56.0 |
|
|
|
56.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57.0 |
|
|
|
57.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27.9 |
) |
Stock-based compensation |
|
|
|
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.9 |
|
Equity awards exercised |
|
|
1.9 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2010 |
|
$ |
221.1 |
|
|
$ |
39.5 |
|
|
$ |
(437.7 |
) |
|
$ |
|
|
|
$ |
59.2 |
|
|
$ |
(117.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(347.0 |
) |
|
|
|
|
|
|
|
|
|
|
(347.0 |
) |
Pension and post-retirement benefit adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3 |
|
|
|
1.3 |
|
Unrealised gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3 |
|
|
|
1.3 |
|
Foreign currency translation loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.6 |
) |
|
|
(6.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.0 |
) |
|
|
(4.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(351.0 |
) |
Stock-based compensation |
|
|
0.7 |
|
|
|
8.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.1 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
Equity awards exercised/released |
|
|
0.7 |
|
|
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 31 March 2011 |
|
$ |
222.5 |
|
|
$ |
52.5 |
|
|
$ |
(784.7 |
) |
|
$ |
|
|
|
$ |
55.2 |
|
|
$ |
(454.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-7
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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, James Hardie Industries N.V. (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 SE (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 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.
Upon shareholder approval of the Amended and Restated Final Funding Agreement on 7 February 2007
(the Amended FFA), the Asbestos Injuries Compensation Fund (the AICF) was deemed a special
purpose entity and, as such, it was consolidated with the results for JHI SE. See Note 2 and Note
11 for additional information.
2. Summary of Significant Accounting Policies
Reclassifications
Certain prior year balances have been reclassified to conform to the current year presentation. The
reclassifications do not impact shareholders deficit.
Accounting Principles
The consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America (US GAAP). The US dollar is used as the
reporting currency. All subsidiaries and qualifying special purpose entities are consolidated and
all significant intercompany transactions and balances are eliminated.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make
estimates and assumptions. These estimates and assumptions affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Foreign Currency Translation
All assets and liabilities are translated into US dollars at current exchange rates while revenues
and expenses are translated at average exchange rates in effect for the period. The effects of
foreign currency translation adjustments are included directly in other comprehensive income in
shareholders
F-8
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
equity. Gains and losses arising from foreign currency transactions are recognised in
income currently.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents relate to amounts subject to letters of credit with insurance
companies which restrict the cash from use for general corporate purposes.
Inventories
Inventories are valued at the lower of cost or market. Cost is generally determined under the
first-in, first-out method, except that the cost of raw materials and supplies is determined using
actual or average costs. Cost includes the costs of materials, labour and applied factory overhead.
On a regular basis, the Company evaluates its inventory balances for excess quantities and
obsolescence by analysing demand, inventory on hand, sales levels and other information. Based on
these evaluations, inventory costs are written down, if necessary.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Property, plant and equipment of businesses
acquired are recorded at their estimated fair value at the date of acquisition. Depreciation of
property, plant and equipment is computed using the straight-line method over the following
estimated useful lives:
|
|
|
|
|
|
|
Years |
|
|
Buildings |
|
|
40 |
|
Building improvements |
|
|
5 to 10 |
|
Manufacturing machinery |
|
|
20 |
|
General equipment |
|
|
5 to 10 |
|
Computer equipment, software, and software development |
|
|
3 to 7 |
|
Office furniture and equipment |
|
|
3 to 10 |
|
Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to
amortisation are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of the asset
exceeds its estimated future cash flows, an impairment charge is recognised by the amount by which
the carrying amount of the asset exceeds the fair value of the assets.
Environmental Remediation Expenditures
Environmental remediation expenditures that relate to current operations are expensed or
capitalised, as appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or remedial efforts are probable and
the costs can be reasonably estimated. Estimated liabilities are not discounted to present value.
Generally, the timing of these accruals coincides with completion of a feasibility study or the
Companys commitment to a formal plan of action.
Revenue Recognition
The Company recognises revenue when the risks and obligations of ownership have been transferred to
the customer, which generally occurs at the time of delivery to the customer. The Company records
estimated reductions in sales for customer rebates and discounts including volume, promotional,
cash and other discounts. Rebates and discounts are recorded based on managements best estimate
F-9
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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$7.9 million, US$9.1 million and US$9.9 million during the years
ended 31 March 2011, 2010 and 2009, respectively.
Accrued Product Warranties
An accrual for estimated future warranty costs is recorded based on an analysis by the Company,
which includes the historical relationship of warranty costs to installed product.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method,
deferred income taxes are recognised by applying enacted statutory rates applicable to future years
to differences between the tax bases and financial reporting amounts of existing assets and
liabilities. The effect on deferred taxes of a change in tax rates is recognised in income in the
period that includes the enactment date. A valuation allowance is provided when it is more likely
than not that all or some portion of deferred tax assets will not be realised. Interest and
penalties related to uncertain tax positions are recognised in income tax expense.
Financial Instruments
The Company calculates the fair value of financial instruments and includes this additional
information in the notes to the consolidated financial statements when the fair value is different
from the carrying value of those financial instruments. When the fair value reasonably approximates
the carrying value, no additional disclosure is made. The estimated fair value amounts have been
determined by the Company using available market information and appropriate valuation
methodologies. However, considerable judgment is required in interpreting market data to develop
the estimates of fair value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realise in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
Periodically, interest rate swaps, commodity swaps and forward exchange contracts are used to
manage market risks and reduce exposure resulting from fluctuations in interest rates, commodity
prices and foreign currency exchange rates. Where such contracts are designated as, and are
effective as, a hedge, changes in the fair value of derivative instruments designated as cash flow
hedges are deferred and recorded in other comprehensive income. These deferred gains or losses are
recognised in income when the transactions being hedged are recognised. The ineffective portion of
these hedges is recognised in income currently. Changes in the fair value of derivative instruments
designated as fair value hedges are recognised in income, as are changes in the fair value of the
hedged item. Changes in the fair value of derivative instruments that are not designated as hedges
for accounting purposes are recognised in income. The Company does not use derivatives for trading
purposes.
F-10
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Stock-based Compensation
The Company recognised stock-based compensation expense (included in selling, general and
administrative expense) of US$11.3 million, US$9.3 million and US$7.2 million for the years ended
31 March 2011, 2010 and 2009, respectively. Included in stock-based compensation expense for the
years ended 31 March 2011, 2010 and 2009 is an expense of US$2.2 million, US$1.6 million and nil,
respectively, related to liability-classified awards.
Earnings Per Share
The Company discloses basic and diluted earnings per share (EPS). Basic EPS is calculated using
net income divided by the weighted average number of common shares outstanding during the period.
Diluted EPS is similar to basic EPS except that the weighted average number of common shares
outstanding is increased to include the number of additional common shares calculated using the
Treasury Method that would have been outstanding if the dilutive potential common shares, such as
options, had been issued.
Accordingly, basic and dilutive common shares outstanding used in determining net (loss) income per
share are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of shares) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
Basic common shares outstanding |
|
|
435.6 |
|
|
|
433.1 |
|
|
|
432.3 |
|
Dilutive effect of stock awards |
|
|
|
|
|
|
|
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
435.6 |
|
|
|
433.1 |
|
|
|
434.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
Net (loss) income per share basic |
|
$ |
(0.80 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.32 |
|
Net (loss) income per share diluted |
|
$ |
(0.80 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.31 |
|
Potential common shares of 13.8 million, 13.7 million and 19.0 million for the years ended 31
March 2011, 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
F-11
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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.
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. Since fiscal year 2007, the
Company has classified the expense related to the increase of the asbestos liability as asbestos
adjustments and the Company has classified the benefit related to the recording of the related
deferred tax asset as an income tax benefit (expense) on its consolidated statements of operations.
For the year ended 31 March 2011, 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.
F-12
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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 11 for further details on the related
assets and liabilities recorded in the Companys consolidated balance sheet under the terms of the
Amended FFA.
Asbestos-Related Assets and Liabilities
The Company has recorded on its consolidated balance sheets certain assets and liabilities under
the terms of the Amended FFA. These items are Australian dollar-denominated and are subject to
translation into US dollars at each reporting date. These assets and liabilities are referred to by
the Company as Asbestos-Related Assets and Liabilities and include:
Asbestos Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of projected future cash flows prepared by KPMG Actuarial. 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 Actuarial 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$10.8 million recorded on a discounted basis because the
timing of the recoveries has been agreed with the insurer.
F-13
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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 Actuarial as part of the annual actuarial assessment. This
estimate contains two components, amounts that will be met by a workers compensation scheme or
policy, and amounts that will be met by the Former James Hardie Companies.
The portion of the estimate that is expected to be met by the Former James Hardie Companies is
included as part of the Asbestos Liability. Adjustments to this estimate are reflected in the
consolidated statements of operations during the period in which they occur.
The portion of the estimate that is expected to be met by the workers compensation schemes or
policies of the Former James Hardie Companies is recorded by the Company as a workers compensation
liability. Since these amounts are expected to be paid by the workers compensation schemes or
policies, the Company records an equivalent workers compensation receivable.
Adjustments to the workers compensation liability result in an equal adjustment in the workers
compensation receivable recorded by the Company and have no effect on the consolidated statements
of operations.
Asbestos-Related Research and Education Contributions
The Company agreed to fund asbestos-related research and education initiatives for a period of 10
years, beginning in fiscal year 2007. The liabilities related to these agreements are included in
Other Liabilities on the consolidated balance sheets.
Restricted Cash and Cash Equivalents
Cash and cash equivalents of the AICF are reflected as restricted assets, as the use of these
assets is restricted to the settlement of asbestos claims and payment of the operating costs of the
AICF. The Company classifies these amounts as a current asset on the face of the consolidated
balance sheet since they are highly liquid.
Restricted Short-Term Investments
Short-term investments consist of highly liquid investments held in the custody of major financial
institutions. All short-term investments are classified as available for sale and are recorded at
market value using the specific identification method. Unrealised gains and losses on the market
value of these investments are included as a separate component of accumulated other comprehensive
income. Realised gains and losses on short-term investments are recognised in Other Income on the
consolidated statement of operations.
F-14
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
AICF Other Assets and Liabilities
Other assets and liabilities of the AICF, including fixed assets, trade receivables and payables
are included on the consolidated balance sheets under the appropriate captions and their use is
restricted to the operations of the AICF.
Deferred Income Taxes
The Performing Subsidiary is able to claim a tax deduction for its contributions to the AICF over a
five-year period from the date of contribution. Consequently, a deferred tax asset has been
recognised equivalent to the anticipated tax benefit over the life of the Amended FFA. The current
portion of the deferred tax asset represents Australian tax benefits that will be available to the
Company during the subsequent twelve months.
Adjustments are made to the deferred income tax asset as adjustments to the asbestos-related assets
and liabilities are recorded.
Foreign Currency Translation
The asbestos-related assets and liabilities are denominated in Australian dollars and thus the
reported values of these asbestos-related assets and liabilities in the Companys consolidated
balance sheets in US dollars are subject to adjustment depending on the closing exchange rate
between the two currencies at the balance sheet date. The effect of foreign exchange rate movements
between these currencies is included in Asbestos Adjustments in the consolidated statements of
operations.
Recent Accounting Pronouncements
In 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 reported 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 reported consolidated financial position, results of operations or cash
flows.
F-15
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
3. Cash and Cash Equivalents
Cash and cash equivalents include amounts on deposit in banks and cash invested temporarily in
various highly liquid financial instruments with original maturities of three months or less when
acquired.
Cash and cash equivalents consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Cash at bank and on hand |
|
$ |
9.5 |
|
|
$ |
13.1 |
|
Short-term deposits |
|
|
9.1 |
|
|
|
6.1 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
$ |
18.6 |
|
|
$ |
19.2 |
|
|
|
|
|
|
|
|
4. Restricted Cash
Included in restricted cash and cash equivalents is US$5.3 million related to an insurance policy
at 31 March 2011 and 2010, which restricts the cash from use for general corporate purposes.
5. Accounts and Other Receivables
Accounts and other receivables consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Trade receivables |
|
$ |
118.3 |
|
|
$ |
122.8 |
|
Other receivables and advances |
|
|
22.5 |
|
|
|
34.5 |
|
Allowance for doubtful accounts |
|
|
(2.7 |
) |
|
|
(2.3 |
) |
|
|
|
|
|
|
|
Total accounts and other receivables |
|
$ |
138.1 |
|
|
$ |
155.0 |
|
|
|
|
|
|
|
|
The collectability of accounts receivable, consisting mainly of trade receivables, is
reviewed on an ongoing basis. An allowance for doubtful accounts is provided for known and
estimated bad debts by analysing specific customer accounts and assessing the risk of
uncollectability based on insolvency, disputes or other collection issues.
The following are changes in the allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
2010 |
|
|
Balance at beginning of period |
|
$ |
2.3 |
|
|
$ |
1.4 |
|
Charged to expense |
|
|
0.4 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
2.7 |
|
|
$ |
2.3 |
|
|
|
|
|
|
|
|
F-16
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
6. Inventories
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Finished goods |
|
$ |
104.5 |
|
|
$ |
99.8 |
|
Work-in-process |
|
|
5.9 |
|
|
|
4.8 |
|
Raw materials and supplies |
|
|
57.3 |
|
|
|
52.0 |
|
Provision for obsolete finished goods and raw materials |
|
|
(6.2 |
) |
|
|
(7.5 |
) |
|
|
|
|
|
|
|
Total inventories |
|
$ |
161.5 |
|
|
$ |
149.1 |
|
|
|
|
|
|
|
|
7. Property, Plant and Equipment
Property, plant and equipment consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
Construction |
|
|
|
|
(Millions of US dollars) |
|
Land |
|
|
Buildings |
|
|
Equipment |
|
|
In Progress1 |
|
|
Total |
|
|
Balance at 31 March 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
18.0 |
|
|
|
201.6 |
|
|
|
826.2 |
|
|
|
51.6 |
|
|
|
1,097.4 |
|
Accumulated depreciation |
|
|
|
|
|
|
(47.3 |
) |
|
|
(349.3 |
) |
|
|
|
|
|
|
(396.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
18.0 |
|
|
$ |
154.3 |
|
|
$ |
476.9 |
|
|
$ |
51.6 |
|
|
$ |
700.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
0.1 |
|
|
|
3.6 |
|
|
|
30.0 |
|
|
|
16.8 |
|
|
|
50.5 |
|
Depreciation |
|
|
|
|
|
|
(9.7 |
) |
|
|
(52.0 |
) |
|
|
|
|
|
|
(61.7 |
) |
Other movements |
|
|
|
|
|
|
|
|
|
|
20.7 |
|
|
|
(20.7 |
) |
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
21.0 |
|
|
|
|
|
|
|
21.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes |
|
|
0.1 |
|
|
|
(6.1 |
) |
|
|
19.7 |
|
|
|
(3.9 |
) |
|
|
9.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
$ |
18.1 |
|
|
$ |
205.2 |
|
|
$ |
897.9 |
|
|
$ |
47.7 |
|
|
$ |
1,168.9 |
|
Accumulated depreciation |
|
|
|
|
|
|
(57.0 |
) |
|
|
(401.3 |
) |
|
|
|
|
|
|
(458.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
18.1 |
|
|
|
148.2 |
|
|
|
496.6 |
|
|
|
47.7 |
|
|
|
710.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
0.2 |
|
|
|
4.4 |
|
|
|
58.9 |
|
|
|
(13.2 |
) |
|
|
50.3 |
|
Retirements and sales |
|
|
|
|
|
|
|
|
|
|
(0.7 |
) |
|
|
|
|
|
|
(0.7 |
) |
Depreciation |
|
|
|
|
|
|
(9.5 |
) |
|
|
(53.4 |
) |
|
|
|
|
|
|
(62.9 |
) |
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
10.4 |
|
|
|
|
|
|
|
10.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes |
|
|
0.2 |
|
|
|
(5.1 |
) |
|
|
15.2 |
|
|
|
(13.2 |
) |
|
|
(2.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
18.3 |
|
|
|
209.6 |
|
|
|
966.5 |
|
|
|
34.5 |
|
|
|
1,228.9 |
|
Accumulated depreciation |
|
|
|
|
|
|
(66.5 |
) |
|
|
(454.7 |
) |
|
|
|
|
|
|
(521.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
18.3 |
|
|
$ |
143.1 |
|
|
$ |
511.8 |
|
|
$ |
34.5 |
|
|
$ |
707.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Construction in progress consists of plant expansions and upgrades. |
Depreciation expense for the year ended 31 March 2011 was US$62.9 million. Included in
property, plant and equipment are restricted assets of the AICF with a net book value of US$2.4
million and US$2.3 million as of 31 March 2011 and 2010.
F-17
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
8. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Trade creditors |
|
$ |
57.7 |
|
|
$ |
71.3 |
|
Other creditors and accruals |
|
|
48.7 |
|
|
|
29.6 |
|
|
|
|
|
|
|
|
Total accounts payable and accrued liabilities |
|
$ |
106.4 |
|
|
$ |
100.9 |
|
|
|
|
|
|
|
|
9. Long-Term Debt
At 31 March 2011, 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 September 2012 |
|
|
|
|
|
$ |
50.0 |
|
|
$ |
|
|
|
|
|
|
|
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 |
|
|
1.02 |
% |
|
|
90.0 |
|
|
|
59.0 |
|
|
|
|
|
|
Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until February 2014 |
|
|
|
|
|
|
50.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
320.0 |
|
|
$ |
59.0 |
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average fixed interest rate on the Companys interest rate swap contracts is set
forth in Note 12. The weighted average interest rate on the Companys total debt was 1.02% and
0.92% at 31 March 2011 and 2010, respectively, and the weighted average term of all debt facilities
is 1.9 years at 31 March 2011.
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.
The Company replaced term facilities in the amount of US$45.0 million that matured in February 2011
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$50.0
million of these facilities mature in February 2014. At 31 March 2011, no amounts were outstanding
under these new term facilities.
For all facilities, the interest rate is calculated two business days prior to the commencement of
each draw-down period based on the US$ London Interbank Offered Rate (LIBOR) plus the margins of
F-18
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
individual lenders and is payable at the end of each draw-down period. At 31 March 2011, there
was US$59.0 million drawn under the combined facilities and US$261.0 million was unutilised and
available.
At 31 March 2011, the Company was in compliance with all restrictive debt covenants contained in
its credit facility agreements. Under the most restrictive of these covenants, the Company (i) is
required to maintain certain ratios of indebtedness to equity which do not exceed certain maximums,
excluding assets, liabilities and other balance sheet items of the AICF, Amaba, Amaca, ABN 60 and
Marlew Mining Pty Limited, (ii) must maintain a minimum level of net worth, excluding assets,
liabilities and other balance sheet items of the AICF; for these purposes net worth means the sum
of the par value (or value stated in the books of the James Hardie Group) of the capital stock (but
excluding treasury stock and capital stock subscribed or unissued) of the James Hardie Group, the
paid in capital and retained earnings of the James Hardie Group and the aggregate amount of
provisions made by the James Hardie Group for asbestos related liabilities, in each case, as such
amounts would be shown in the consolidated balance sheet of the James Hardie Group if Amaba, Amaca,
ABN 60 and Marlew Mining Pty Limited were not accounted for as subsidiaries of the Company, (iii)
must meet or exceed a minimum ratio of earnings before interest and taxes to net interest charges,
excluding all income, expense and other profit and loss statement impacts of the AICF, Amaba,
Amaca, ABN 60 and Marlew Mining Pty Limited, and (iv) must ensure that no more than 35% of Free
Cash Flow (as defined in the Amended FFA) in any given Financial Year is contributed to the AICF on
the payment dates under the Amended FFA in the next following Financial Year. The limit does not
apply to payments of interest to the AICF. Such limits are consistent with the contractual
liabilities of the Performing Subsidiary and the Company under the Amended FFA.
10. Product Warranties
The Company offers various warranties on its products, including a 30-year limited warranty on
certain of its fibre cement siding products in the United States. A typical warranty program
requires the Company to replace defective products within a specified time period from the date of
sale. The Company records an estimate for future warranty related costs based on a trend analysis
of actual historical warranty costs as they relate to sales. Based on this analysis and other
factors, the adequacy of the Companys warranty provisions is adjusted as necessary. While the
Companys warranty costs have historically been within its calculated estimates, it is possible
that future warranty costs could differ from those estimates.
Additionally, the Company includes in its accrual for product warranties amounts for a Class Action
Settlement Agreement (the Settlement Agreement) related to its previous roofing products, which
are no longer manufactured in the United States. On 14 February 2002, the Company signed the
Settlement Agreement for all product, warranty and property related liability claims associated
with these previously manufactured roofing products. These products were removed from the
marketplace between 1995 and 1998 in areas where there had been any alleged problems. The total
amount included in the product warranty provision relating to the Settlement Agreement is US$0.9
million and US$1.2 million as of 31 March 2011 and 2010, respectively.
The following are the changes in the product warranty provision:
F-19
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
Balance at beginning of period |
|
$ |
24.9 |
|
|
$ |
24.9 |
|
|
|
17.7 |
|
Accruals for product warranties |
|
|
9.1 |
|
|
|
8.1 |
|
|
|
14.6 |
|
Settlements made in cash or in kind |
|
|
(7.8 |
) |
|
|
(8.4 |
) |
|
|
(7.1 |
) |
Foreign currency translation adjustments |
|
|
|
|
|
|
0.3 |
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
26.2 |
|
|
$ |
24.9 |
|
|
$ |
24.9 |
|
|
|
|
|
|
|
|
|
|
|
11. 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 the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
Change in estimates: |
|
|
|
|
|
|
|
|
|
|
|
|
Change in actuarial estimate asbestos liability |
|
$ |
9.8 |
|
|
$ |
(3.8 |
) |
|
$ |
(180.9 |
) |
Change in actuarial estimate insurance receivable |
|
|
(0.5 |
) |
|
|
1.9 |
|
|
|
19.8 |
|
Change in estimate AICF claims-handling costs |
|
|
12.2 |
|
|
|
(1.4 |
) |
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
|
|
Subtotal Change in estimates |
|
|
21.5 |
|
|
|
(3.3 |
) |
|
|
(162.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) gain on foreign currency exchange |
|
|
(107.3 |
) |
|
|
(220.9 |
) |
|
|
179.7 |
|
|
|
|
|
|
|
|
|
|
|
Total Asbestos Adjustments |
|
$ |
(85.8 |
) |
|
$ |
(224.2 |
) |
|
$ |
17.4 |
|
|
|
|
|
|
|
|
|
|
|
Asbestos-Related Assets and Liabilities
Under the terms of the Amended FFA, the Company has included on its consolidated balance sheets
certain asbestos-related assets and liabilities. These amounts are detailed in the table below, and
the net total of these asbestos-related assets and liabilities is referred to by the Company as the
Net Amended FFA Liability.
F-20
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Asbestos liability current |
|
$ |
(111.1 |
) |
|
$ |
(106.7 |
) |
Asbestos liability non-current |
|
|
(1,587.0 |
) |
|
|
(1,512.5 |
) |
|
|
|
|
|
|
|
Asbestos liability Total |
|
|
(1,698.1 |
) |
|
|
(1,619.2 |
) |
|
|
|
|
|
|
|
|
|
Insurance receivable current |
|
|
13.7 |
|
|
|
16.7 |
|
Insurance receivable non-current |
|
|
188.6 |
|
|
|
185.1 |
|
|
|
|
|
|
|
|
Insurance receivable Total |
|
|
202.3 |
|
|
|
201.8 |
|
|
|
|
|
|
|
|
|
|
Workers compensation asset current |
|
|
0.3 |
|
|
|
0.1 |
|
Workers compensation asset non-current |
|
|
90.4 |
|
|
|
98.8 |
|
Workers compensation liability current |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
Workers compensation liability non-current |
|
|
(90.4 |
) |
|
|
(98.8 |
) |
|
|
|
|
|
|
|
Workers compensation Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes current |
|
|
10.5 |
|
|
|
16.4 |
|
Deferred income taxes non-current |
|
|
451.4 |
|
|
|
420.0 |
|
|
|
|
|
|
|
|
Deferred income taxes Total |
|
|
461.9 |
|
|
|
436.4 |
|
|
|
|
|
|
|
|
|
|
Income tax payable |
|
|
18.6 |
|
|
|
16.5 |
|
Other net liabilities |
|
|
(1.3 |
) |
|
|
(1.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Amended FFA liability |
|
|
(1,016.6 |
) |
|
|
(966.2 |
) |
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investment assets of the AICF |
|
|
61.9 |
|
|
|
57.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded Net Amended FFA liability |
|
$ |
(954.7 |
) |
|
$ |
(908.4 |
) |
|
|
|
|
|
|
|
On 1 July 2010, the Company contributed US$63.7 million to the AICF in accordance with the
terms of the Amended FFA.
Asbestos Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of the projected future asbestos-related cash flows prepared by KPMG Actuarial. The asbestos
liability also includes an allowance for the future claims-handling costs of the AICF. The Company
receives an updated actuarial estimate as of 31 March each year. The last actuarial assessment was
performed as of 31 March 2011.
F-21
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The changes in the asbestos liability for the year ended 31 March 2011 are detailed in the
table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
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 |
|
|
100.6 |
|
|
|
1.0584 |
|
|
|
95.0 |
|
AICF claims-handling costs incurred1 |
|
|
3.0 |
|
|
|
1.0584 |
|
|
|
2.8 |
|
Change in actuarial estimate2 |
|
|
9.5 |
|
|
|
0.9676 |
|
|
|
9.8 |
|
Change in estimate of AICF claims-handling costs2 |
|
|
11.8 |
|
|
|
0.9676 |
|
|
|
12.2 |
|
Loss on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
(198.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Asbestos liability 31 March 2011 |
|
A$ |
(1,643.1 |
) |
|
|
0.9676 |
|
|
$ |
(1,698.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Insurance Receivable Asbestos
The changes in the insurance receivable for the year ended 31 March 2011 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 |
|
|
(24.1 |
) |
|
|
1.0584 |
|
|
|
(22.9 |
) |
Change in actuarial estimate2 |
|
|
(0.5 |
) |
|
|
0.9676 |
|
|
|
(0.5 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
23.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Insurance receivable 31 March 2011 |
|
A$ |
195.7 |
|
|
|
0.9676 |
|
|
$ |
202.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes Asbestos
The changes in the deferred income taxes asbestos for the year ended 31 March 2011 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 |
|
|
(22.3 |
) |
|
|
1.0584 |
|
|
|
(21.1 |
) |
AICF earnings1 |
|
|
(7.3 |
) |
|
|
1.0584 |
|
|
|
(6.9 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
53.5 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets 31 March 2011 |
|
A$ |
446.9 |
|
|
|
0.9676 |
|
|
$ |
461.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The average exchange rate for the period is used to convert the Australian dollar
amount to US dollars based on the assumption that these transactions occurred evenly throughout the
period. |
|
2 |
|
The spot exchange rate at 31 March 2011 is used to convert the Australian dollar
amount to US dollars as the adjustment to the estimate was made on that date. |
F-22
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Income Taxes Payable
A portion of the deferred income tax asset is applied against the Companys income tax payable. At
31 March 2011 and 2010, this amount was US$21.1 million and US$15.3 million, respectively. During
the year ended 31 March 2011, there was a US$2.1 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$2.5 million and US$2.6 million at 31 March 2011 and 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 March 2011 and 2010, respectively. During the year ended 31 March 2011, there was a
US$0.1 million net favourable effect of foreign currency exchange on these other assets and
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 March 2011, the Company revalued the AICFs short-term investments available-for-sale
resulting in a positive mark-to-market fair value adjustment of US$1.3 million. This appreciation
in the value of the investments was recorded as an unrealised gain in Other Comprehensive Income.
F-23
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The changes in the restricted cash and short-term investments of the AICF for the year ended
31 March 2011 are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
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 |
|
|
(100.6 |
) |
|
|
1.0584 |
|
|
|
(95.0 |
) |
Payments received in accordance with AFFA2 |
|
|
72.8 |
|
|
|
1.1430 |
|
|
|
63.7 |
|
AICF operating costs paid claims-handling1 |
|
|
(2.9 |
) |
|
|
1.0584 |
|
|
|
(2.8 |
) |
AICF operating costs paid non claims-handling1 |
|
|
(2.3 |
) |
|
|
1.0584 |
|
|
|
(2.2 |
) |
Insurance recoveries1 |
|
|
24.1 |
|
|
|
1.0584 |
|
|
|
22.9 |
|
Interest and investment income1 |
|
|
4.5 |
|
|
|
1.0584 |
|
|
|
4.3 |
|
Unrealised gain on investments1 |
|
|
1.4 |
|
|
|
1.0584 |
|
|
|
1.3 |
|
Other1 |
|
|
(0.2 |
) |
|
|
1.0584 |
|
|
|
(0.1 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
12.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investments 31 March 2011 |
|
A$ |
59.9 |
|
|
|
0.9676 |
|
|
$ |
61.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
Actuarial Study; Claims Estimate
The AICF commissioned an updated actuarial study of potential asbestos-related liabilities as of 31
March 2011. Based on KPMG Actuarials assumptions, KPMG Actuarial arrived at a range of possible
total cash flows and proposed a central estimate which is intended to reflect an expected outcome.
The Company views the central estimate as the basis for recording the asbestos liability in the
Companys financial statements, which under US GAAP, it considers the best estimate. Based on the
results of these studies, it is estimated that the discounted (but inflated) value of the central
estimate for claims against the Former James Hardie Companies was approximately A$1.5 billion
(US$1.5 billion). The undiscounted (but inflated) value of the central estimate of the
asbestos-related liabilities of Amaca and Amaba as determined by KPMG Actuarial was approximately
A$2.7 billion (US$2.8 billion). Actual liabilities of those companies for such claims could vary,
perhaps materially, from the central estimate described above. The asbestos liability includes
projected future cash flows as undiscounted and uninflated on the basis that it is inappropriate to
discount or inflate future cash flows when the timing and amounts of such cash flows is not fixed
or readily determinable.
The asbestos liability has been revised to reflect the most recent actuarial estimate prepared by
KPMG Actuarial as of 31 March 2011 and to adjust for payments made to claimants during the year
then ended.
In estimating the potential financial exposure, KPMG Actuarial made assumptions related to the
total number of claims which were reasonably estimated to be asserted through 2074, the typical
cost of settlement (which is sensitive to, among other factors, the industry in which a plaintiff
claims
exposure, the alleged disease type and the jurisdiction in which the action is brought), the legal
costs
F-24
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
incurred in the litigation of such claims, the rate of receipt of claims, the settlement
strategy in dealing with outstanding claims and the timing of settlements.
Due to inherent uncertainties in the legal and medical environment, the number and timing of future
claim notifications and settlements, the recoverability of claims against insurance contracts, and
estimates of future trends in average claim awards, as well as the extent to which the above named
entities will contribute to the overall settlements, the actual amount of liability could differ
materially from that which is currently projected.
The potential range of costs as estimated by KPMG Actuarial is affected by a number of variables
such as nil settlement rates (where no settlement is payable by the Former James Hardie Companies
because the claim settlement is borne by other asbestos defendants (other than the former James
Hardie subsidiaries) which are held liable), peak year of claims, past history of claims numbers,
average settlement rates, past history of Australian asbestos-related medical injuries, current
number of claims, average defence and plaintiff legal costs, base wage inflation and superimposed
inflation. The potential range of losses disclosed includes both asserted and unasserted claims.
While no assurances can be provided, the Company believes that it is likely to be able to partially
recover losses from various insurance carriers. As of 31 March 2011, KPMG Actuarials undiscounted
(but inflated) central estimate of asbestos-related liabilities was A$2.7 billion (US$2.8 billion).
This undiscounted (but inflated) central estimate is net of expected insurance recoveries of
A$388.1 million (US$401.1 million) after making a general credit risk allowance for insurance
carriers for A$58.6 million (US$60.6 million) and an allowance for A$56.3 million (US$58.2 million)
of by claim or subrogation recoveries from other third parties. The Company has not netted the
insurance receivable against the asbestos liability on its consolidated balance sheets.
A sensitivity analysis has been performed to determine how the actuarial estimates would change if
certain assumptions (i.e., the rate of inflation and superimposed inflation, the average costs of
claims and legal fees, and the projected numbers of claims) were different from the assumptions
used to determine the central estimates. This analysis shows that the discounted (but inflated)
central estimates could be in a range of A$1.0 billion (US$1.0 billion) to A$2.3 billion (US$2.4
billion). The undiscounted (but inflated) estimates could be in a range of A$1.7 billion (US$1.8
billion) to A$4.6 billion (US$4.8 billion) as of 31 March 2011. The actual cost of the liabilities
could be outside of that range depending on the results of actual experience relative to the
assumptions made. One of the critical assumptions is the estimated peak year of mesothelioma
disease claims which is targeted for 2010/2011. Potential variation in this estimate has an impact
much greater than the other sensitivities. If the peak year occurs five years later, in 2015/2016,
the discounted central estimate could increase by approximately 50%.
Claims Data
The AICF provides compensation payments for Australian asbestos-related personal injury claims
against the Former James Hardie Companies. The claims data in this section are reflective of these
Australian asbestos-related personal injury claims against the Former James Hardie Companies.
F-25
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The following table shows the activity related to the numbers of open claims, new claims and closed
claims during each of the past five years and the average settlement per settled claim and case
closed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended 31 March |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
Number of open claims at beginning of period |
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
|
|
564 |
|
Number of new claims |
|
|
494 |
|
|
|
535 |
|
|
|
607 |
|
|
|
552 |
|
|
|
463 |
|
Number of closed claims |
|
|
459 |
|
|
|
540 |
|
|
|
596 |
|
|
|
519 |
|
|
|
537 |
|
Number of open claims at end of period |
|
|
564 |
|
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
Average settlement amount per settled claim |
|
A$ |
204,366 |
|
|
A$ |
190,627 |
|
|
A$ |
190,638 |
|
|
A$ |
147,349 |
|
|
A$ |
166,164 |
|
Average settlement amount per case closed |
|
A$ |
173,199 |
|
|
A$ |
171,917 |
|
|
A$ |
168,248 |
|
|
A$ |
126,340 |
|
|
A$ |
128,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average settlement amount per settled claim |
|
US$ |
193,090 |
|
|
US$ |
162,250 |
|
|
US$ |
151,300 |
|
|
US$ |
128,096 |
|
|
US$ |
127,163 |
|
Average settlement amount per case closed |
|
US$ |
163,642 |
|
|
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$330.7 million, based on the exchange rate at 31 March
2011).
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. At 31
March 2011, the discounted value of insurance policies was A$177.3 million (US$183.2 million, based
on the exchange rate at 31 March 2011).
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 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).
F-26
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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 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 19 May 2011, all substantive conditions precedent to
drawdown of the facility have been satisfied with only procedural matters remaining. There are no
amounts outstanding under the Facility. Further, from the time of signing through 19 May 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
F-27
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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.
12. Fair Value Measurements
Assets and liabilities of the Company that are carried at fair value are classified in one of the
following three categories:
|
|
|
Level 1
|
|
Quoted market prices in active markets for identical assets and
liabilities that the Company has the ability to access at the
measurement date; |
|
|
|
Level 2
|
|
Observable market-based inputs or unobservable inputs that are
corroborated by market data for the asset or liability at the
measurement date; |
|
|
|
Level 3
|
|
Unobservable inputs that are not corroborated by market data used
when there is minimal market activity for the asset or liability
at the measurement date. |
Fair value measurements of assets and liabilities are assigned a level within the fair value
hierarchy based on the lowest level of any input that is significant to the fair value measurement
in its entirety.
The Companys financial instruments consist primarily of cash and cash equivalents, restricted cash
and cash equivalents, restricted short-term investments, trade receivables, trade payables, debt
and interest rate swaps.
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. At 31 March 2009, the Company determined that these
investments were other-than-temporarily impaired due to the economic environment, the length of
time the fair value of the assets were less than cost and the extent of the discount of the fair
vale compared to the cost of the assets. Accordingly, for the year ended 31 March 2009, the Company
recognised an other-than-temporary impairment charge on these investments of US$14.8 million within
Other Expense. The Company recorded an unrealised gain on these restricted short-term investments
of US$1.3 million for the year ended 31 March 2011. This unrealised gain is included as a separate
component of accumulated other comprehensive income.
Debt Debt is generally recorded in the financial statements at historical cost. The carrying
value of debt provided under the Companys credit facilities approximates fair value since the
interest rates charged under these credit facilities are tied directly to market rates and
fluctuate as market rates change.
Interest Rate Swaps Interest rate swaps are recorded in the financial statements at fair value.
Changes in fair value are recorded in the statement of operations in Other Income. At 31 March
2011, the Company had interest rate swap contracts with a total notional principal of US$200.0
million. For
F-28
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
all of these interest rate swap contracts, the Company has agreed to pay fixed interest rates while
receiving a floating interest rate. The purpose of holding these interest rate swap contracts is to
protect against upward movements in US$ 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 March 2011, the weighted average fixed interest rate of these contracts is 2.4% and the
weighted average remaining life is 2.6 years. These contracts have a fair value of US$6.1 million,
which is included in Accounts Payable. For the year ended 31 March 2011, the Company included in
Other Income an unrealised loss on interest rate swaps of US$3.8 million. Included in Interest
Expense is a realised loss on settlements of interest rate swap contracts of US$3.9 million for the
year ended 31 March 2011.
The following table sets forth by level within the fair value hierarchy, the Companys financial
assets and liabilities that were accounted for at fair value on a recurring basis at 31 March 2011
according to the valuation techniques the Company used to determine their fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Fair Value at |
|
|
Using Inputs Considered as |
|
(Millions of US dollars) |
|
31 March 2011 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
18.6 |
|
|
$ |
18.6 |
|
|
$ |
|
|
|
$ |
|
|
Restricted cash and cash equivalents |
|
|
61.4 |
|
|
|
61.4 |
|
|
|
|
|
|
|
|
|
Restricted short-term investments |
|
|
5.8 |
|
|
|
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
85.8 |
|
|
$ |
85.8 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts
included in Accounts Payable |
|
|
6.1 |
|
|
|
|
|
|
|
6.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
6.1 |
|
|
$ |
|
|
|
$ |
6.1 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13. Commitment and Contingencies
The Company is involved from time to time in various legal proceedings and administrative actions
incidental or related to the normal conduct of its business, including litigation concerning its
products. 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, the matters described in
the Environmental and Legal section below, the amended assessment from the Australian Taxation
Office (ATO) 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.
F-29
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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 year ended 31 March 2011. 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. On 6 May 2011, the Court
of Appeal rendered judgment in the exoneration, penalty and cost matter for certain former
officers.
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 Companys 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 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 March 2011. 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.
F-30
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
ASIC subsequently filed applications for special leave to 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 to the High Court. The High Court granted ASICs application for
special leave on 13 May 2011. The High Court granted the special leave applications for one of the
former executives, and the other former executive withdrew his application.
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 executives, in accordance with the terms of their applicable 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 addition, the Company is involved from time to time in various legal proceedings and
administrative actions concerning the Companys operations and products, including putative class
action lawsuits. With respect to asserted claims, the Company believes it has made adequate
provision on its consolidated balance sheet as of 31 March 2011 for asserted claims that are
reasonably estimable. Although it is reasonably possible that the Company could experience an
unexpected increase in the cost of asserted claims and may be subject to new asserted claims in the
future, the Company is unable to estimate an amount or range of loss in relation to such matters.
Management is of the opinion that, based on information presently known, the liability for such
matters should not have a material adverse effect on either the Companys consolidated financial
position, results of operations or cash flows.
Operating Leases
As the lessee, the Company principally enters into property, building and equipment leases. The
following are future minimum lease payments for non-cancellable operating leases having a remaining
term in excess of one year at 31 March 2011:
|
|
|
|
|
Years ending 31 March (Millions of US dollars): |
|
|
|
|
|
2012 |
|
$ |
18.0 |
|
2013 |
|
|
16.5 |
|
2014 |
|
|
15.6 |
|
2015 |
|
|
15.1 |
|
2016 |
|
|
14.0 |
|
Thereafter |
|
|
24.6 |
|
|
|
|
|
Total |
|
$ |
103.8 |
|
|
|
|
|
Rental expense amounted to US$15.3 million, US$13.2 million and US$14.5 million for the years
ended 31 March 2011, 2010 and 2009, respectively.
F-31
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Capital Commitments
Commitments for the acquisition of plant and equipment and other purchase obligations contracted
for but not recognised as liabilities and generally payable within one year, were US$0.6 million at
31 March 2011.
14. 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.
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, until 31 August 2010, 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, with effect from 1 September 2010, 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 year ended ended 31 March 2011. In addition, the Company
recognised an uncertain tax position of US$190.4 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 Federal Courts
judgment. RCIs appeal was heard from 16 May 2011 to 18 May 2011 before the Full Court of the
Federal Court of Australia.
F-32
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
With effect from 1 September 2010, the Company has expensed payments of GIC to the ATO as incurred.
The Company will continue to expense GIC 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 made a provision for such costs within other non-current
liabilities on the Companys consolidated balance sheet at 31 March 2011.
15. Income Taxes
Income tax expense includes income taxes currently payable and those deferred because of temporary
differences between the financial statement and tax bases of assets and liabilities. Income tax
(expense) benefit consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
(Loss) income from operations
before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic1 |
|
$ |
66.5 |
|
|
$ |
12.8 |
|
|
$ |
24.6 |
|
Foreign |
|
|
30.1 |
|
|
|
(31.5 |
) |
|
|
131.2 |
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) before income taxes |
|
$ |
96.6 |
|
|
$ |
(18.7 |
) |
|
$ |
155.8 |
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit: |
|
|
|
|
|
|
|
|
|
|
|
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic1 |
|
$ |
(15.6 |
) |
|
$ |
0.6 |
|
|
$ |
(0.1 |
) |
Foreign |
|
|
(447.4 |
) |
|
|
(137.7 |
) |
|
|
37.4 |
|
|
|
|
|
|
|
|
|
|
|
Current income tax (expense) benefit |
|
|
(463.0 |
) |
|
|
(137.1 |
) |
|
|
37.3 |
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic1 |
|
|
(22.2 |
) |
|
|
(0.9 |
) |
|
|
(0.1 |
) |
Foreign |
|
|
41.6 |
|
|
|
71.8 |
|
|
|
(56.7 |
) |
|
|
|
|
|
|
|
|
|
|
Deferred income tax benefit (expense) |
|
|
19.4 |
|
|
|
70.9 |
|
|
|
(56.8 |
) |
|
|
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
(443.6 |
) |
|
$ |
(66.2 |
) |
|
$ |
(19.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Since JHI SE became an Irish parent holding company during fiscal year 2011, domestic
represents both Ireland and The Netherlands for fiscal year 2011. For fiscal years 2010 and 2009,
domestic represents The Netherlands. |
Income tax (expense) benefit computed at the statutory rates represents taxes on income applicable
to all jurisdictions in which the Company conducts business, calculated at the statutory income tax
rate in each jurisdiction multiplied by the pre-tax income attributable to that jurisdiction.
F-33
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Income tax (expense) benefit is reconciled to the tax at the statutory rates as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
Income tax (expense) benefit at statutory tax rates |
|
$ |
(18.3 |
) |
|
$ |
8.3 |
|
|
$ |
(47.0 |
) |
US state income taxes, net of the federal benefit |
|
|
(1.7 |
) |
|
|
(3.7 |
) |
|
|
(2.9 |
) |
Asbestos effect of foreign exchange |
|
|
(31.7 |
) |
|
|
(66.4 |
) |
|
|
51.2 |
|
Benefit from Dutch financial risk reserve regime |
|
|
|
|
|
|
3.2 |
|
|
|
1.8 |
|
Expenses not deductible |
|
|
(4.0 |
) |
|
|
(3.7 |
) |
|
|
(7.8 |
) |
Non-assessable items |
|
|
|
|
|
|
2.0 |
|
|
|
1.6 |
|
Income (losses) not available for carryforward |
|
|
0.7 |
|
|
|
(0.6 |
) |
|
|
(4.1 |
) |
Repatriation of foreign earnings |
|
|
(32.6 |
) |
|
|
|
|
|
|
|
|
Change in reserves |
|
|
(0.2 |
) |
|
|
(2.2 |
) |
|
|
(13.4 |
) |
Amortisation of intangibles |
|
|
(5.9 |
) |
|
|
|
|
|
|
|
|
Taxes on foreign income |
|
|
(2.0 |
) |
|
|
(1.6 |
) |
|
|
(2.7 |
) |
State amended returns and audit |
|
|
|
|
|
|
(2.2 |
) |
|
|
3.0 |
|
Tax assessment in dispute |
|
|
(349.1 |
) |
|
|
|
|
|
|
|
|
Other permanent items |
|
|
1.2 |
|
|
|
0.7 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
(443.6 |
) |
|
$ |
(66.2 |
) |
|
$ |
(19.5 |
) |
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
-459.2 |
% |
|
|
354.0 |
% |
|
|
12.5 |
% |
|
|
|
|
|
|
|
|
|
|
Deferred tax balances consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Asbestos liability |
|
$ |
461.9 |
|
|
$ |
436.6 |
|
Other provisions and accruals |
|
|
35.7 |
|
|
|
37.4 |
|
Net operating loss carryforwards |
|
|
32.5 |
|
|
|
9.9 |
|
Capital loss carryforwards |
|
|
34.3 |
|
|
|
30.4 |
|
Prepayments |
|
|
|
|
|
|
2.8 |
|
Other |
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
564.4 |
|
|
|
517.3 |
|
Valuation allowance |
|
|
(43.1 |
) |
|
|
(39.2 |
) |
|
|
|
|
|
|
|
Total deferred tax assets, net of valuation
allowance |
|
|
521.3 |
|
|
|
478.1 |
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Depreciable and amortisable assets |
|
|
(114.9 |
) |
|
|
(115.7 |
) |
Accrued interest income |
|
|
|
|
|
|
(12.0 |
) |
Foreign currency movements |
|
|
|
|
|
|
(0.3 |
) |
Unremitted earnings |
|
|
(32.6 |
) |
|
|
|
|
Other |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
(151.7 |
) |
|
|
(128.0 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
369.6 |
|
|
$ |
350.1 |
|
|
|
|
|
|
|
|
F-34
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The Company establishes a valuation allowance against a deferred tax asset if it is more
likely than not that some portion or all of the deferred tax asset will not be realised. The
Company has established a valuation allowance pertaining to all of its Australian and European
capital loss carry-forwards. The valuation allowance increased by US$3.9 million during fiscal year
2011 due to foreign currency movements.
At 31 March 2011, the Company had Australian and Irish tax loss carry-forwards of approximately
US$47.1 million and US$23.6 million, respectively, that will never expire. The Company has a US tax
loss carry-forward of US$18.7 million that will expire in 2031.
At 31 March 2011, the Company had US$114.3 million in Australian capital loss carry-forwards which
will never expire. At 31 March 2011, the Company had a 100% valuation allowance against the
Australian capital loss carry-forwards.
At 31 March 2011, the Company had European tax loss carry-forwards of approximately US$33.3 million
that are available to offset future taxable income, of which US$24.0 million will never expire.
Carry-forwards of US$9.4 million will expire in fiscal years 2014 through 2019. At 31 March 2011,
the Company had a 100% valuation allowance against the European tax loss carry-forwards.
In determining the need for and the amount of a valuation allowance in respect of the Companys
asbestos related deferred tax asset, management reviewed the relevant empirical evidence, including
the current and past core earnings of the Australian business and forecast earnings of the
Australian business considering current trends. Although realisation of the deferred tax asset will
occur over the life of the Amended FFA, which extends beyond the forecast period for the Australian
business, Australia provides an unlimited carry-forward period for tax losses. Based upon
managements review, the Company believes that it is more likely than not that the Company will
realise its asbestos related deferred tax asset and that no valuation allowance is necessary as of
31 March 2011. In the future, based on review of the empirical evidence by management at that time,
if management determines that realisation of its asbestos related deferred tax asset is not more
likely than not, the Company may need to provide a valuation allowance to reduce the carrying value
of the asbestos related deferred tax asset to its realisable value.
At 31 March 2011, the undistributed earnings of non-Irish subsidiaries approximated US$930.5
million. Subsequent to 31 March 2011, the Company adopted a plan to reorganise its subsidiary
holding company structure. As a result, the Company has recognised deferred taxes of US$32.6
million on undistributed earnings of its US subsidiaries, as it intends to remit US earnings as
part of the Companys plan. At 31 March 2011, the undistributed earnings of US subsidiaries
approximated US$651.4 million. Except as noted above, the Company intends to indefinitely reinvest
its undistributed earnings of other non-Irish subsidiaries and has not provided for taxes that
would be payable upon remittance of those earnings. The amount of the potential deferred tax
liability related to undistributed earnings is impracticable to determine at this time.
The Company is subject to ongoing reviews by taxing jurisdictions on various tax matters, including
challenges to various positions the Company asserts on its income tax returns. The Company accrues
for tax contingencies based upon its best estimate of the taxes ultimately expected to be paid,
which it updates over time as more information becomes available. Such amounts are included in
taxes payable or other non-current liabilities, as appropriate. If the Company ultimately
determines that payment of these amounts is unnecessary, the Company reverses the liability and
recognises a tax benefit during the period in which the Company determines that the liability is no
longer necessary. The Company records additional tax expense in the period in which it determines that the recorded
tax liability is less than the ultimate assessment it expects.
F-35
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
In fiscal years 2011, 2010 and 2009, the Company recorded an income tax expense of nil, US$2.2
million, and an income tax benefit of US$3.0 million, respectively, as a result of the finalisation
of certain tax audits (whereby certain matters were settled), the expiration of the statute of
limitations related to certain tax positions and adjustments to income tax balances based on the
filing of amended income tax returns, which give rise to the benefit recorded by the Company.
The Company or its subsidiaries files income tax returns in various jurisdictions including the
United States, The Netherlands, Australia, the Philippines and Ireland. The Company is no longer
subject to US federal examinations by US Internal Revenue Service (IRS) for tax years prior to
tax year 2008. The Company is no longer subject to examinations by The Netherlands tax authority,
for tax years prior to tax year 2005. The Company is no longer subject to Australian federal
examinations by the Australian Taxation Office (ATO) for tax years prior to tax year 2007.
In connection with the Companys re-domicile from The Netherlands to Ireland, the Company became an
Irish tax resident on 29 June 2010. While the Company was domiciled in The Netherlands, the Company
derived significant tax benefits under the US-Netherlands tax treaty. The treaty was amended during
fiscal year 2005 and became effective for the Company on 1 February 2006. The amended treaty
provided, among other things, requirements that the Company must meet for the Company to qualify
for treaty benefits and its effective income tax rate. During fiscal year 2006, the Company made
changes to its organisational and operational structure to satisfy the requirements of the amended
treaty and believes that it was in compliance and qualified for treaty benefits while the Company
was domiciled in The Netherlands. However, if during a subsequent tax audit or related process, the
Internal Revenue Service (IRS) determines that these changes did not meet the requirements, the
Company may not qualify for treaty benefits and its effective income tax rate could significantly
increase beginning in the fiscal year that such determination is made, and it could be liable for
taxes owed for calendar year 2008 and subsequent periods in which the Company was domiciled in The
Netherlands.
The Company believes that it is more likely than not that it was in compliance and should qualify
for treaty benefits for calendar year 2008 and subsequent periods in which the Company was
domiciled in The Netherlands. Therefore, the Company believes that the requirements for recording a
liability have not been met and therefore it has not recorded any liability at 31 March 2011.
ATO Settlement
As announced on 12 December 2008, the Company and the ATO reached an agreement that finalised tax
audits being conducted by the ATO on the Companys Australian income tax returns for the years
ended 31 March 2002 and 31 March 2004 through 31 March 2006 and settled all outstanding issues
arising from these tax audits. With the exception of the assessment in respect of RCI for the 1999
financial year, the settlement concluded ATO audit activities for all years prior to the year ended
31 March 2007.
The agreed settlement, made without concessions or admissions of liability by either the Company or
the ATO, required the Company to pay an amount of US$101.6 million (A$153.0 million) in December
2008.
Dutch Exit Tax
In connection with implementing Stage 1 of the Companys proposal to re-domicile its corporate seat
from The Netherlands to the Ireland, the Company incurred a tax liability that arose from: (i) a
capital gain on the transfer of its intellectual property from The Netherlands to a newly-formed
James Hardie entity and (ii) the exit from the Dutch Financial Risk Reserve regime.
F-36
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
The Dutch Tax Authority (the DTA) reviewed the Companys assessed fair value of the intellectual
property as performed by a third party valuation firm. Based on the DTAs review, the Company
incurred a capital gain and Dutch tax liability, which has been deferred and included in
non-current Other Assets, net of amortisation, on the Companys consolidated balance sheet as of 31
March 2011 and is being amortised on a straight-line basis over the remaining useful life of the
intellectual property.
Unrecognised Tax Benefits
A reconciliation of the beginning and ending amount of unrecognised tax benefits and interest and
penalties are as follows:
|
|
|
|
|
|
|
|
|
|
|
Unrecognised |
|
|
Interest and |
|
(US$ millions) |
|
tax benefits |
|
|
Penalties |
|
Balance at 1 April 2008 |
|
$ |
61.9 |
|
|
$ |
47.0 |
|
Additions for tax positions of the current year |
|
|
1.7 |
|
|
|
|
|
Additions (deletions) for tax positions of prior year |
|
|
37.3 |
|
|
|
(14.3 |
) |
Settlements paid during the current period |
|
|
(72.0 |
) |
|
|
(39.6 |
) |
Foreign currency translation adjustment |
|
|
(16.6 |
) |
|
|
(9.1 |
) |
|
|
|
|
|
|
|
Balance at 31 March 2009 |
|
$ |
12.3 |
|
|
$ |
(16.0 |
) |
Additions for tax positions of the current year |
|
|
1.2 |
|
|
|
|
|
Additions (deletions) for tax positions of prior year |
|
|
4.4 |
|
|
|
(4.1 |
) |
Other reductions for the tax positions of prior periods |
|
|
(10.2 |
) |
|
|
(0.6 |
) |
Foreign currency translation adjustment |
|
|
|
|
|
|
(6.2 |
) |
|
|
|
|
|
|
|
Balance at 31 March 2010 |
|
$ |
7.7 |
|
|
$ |
(26.9 |
) |
Additions for tax positions of the current year |
|
|
0.1 |
|
|
|
|
|
Additions for tax positions of prior year |
|
|
153.3 |
|
|
|
195.8 |
|
Other reductions for the tax positions of prior periods |
|
|
(0.4 |
) |
|
|
(0.2 |
) |
Foreign currency translation adjustment |
|
|
24.8 |
|
|
|
27.6 |
|
|
|
|
|
|
|
|
Balance at 31 March 2011 |
|
$ |
185.5 |
|
|
$ |
196.3 |
|
|
|
|
|
|
|
|
As of 31 March 2011, the total amount of unrecognised tax benefits and the total amount of
interest and penalties accrued related to unrecognised tax benefits that, if recognised, would
affect the effective tax rate is US$185.5 million and US$196.3 million, respectively.
The Company recognises penalties and interest accrued related to unrecognised tax benefits in
income tax expense. During the year ended 31 March 2011 and 2010, the total amount of interest and
penalties recognised in tax expense was an expense of US$195.6 million and a benefit of US$4.7
million, respectively.
Except for the liability associated with the ATO amended assessment as disclosed in Note 14, the
liabilities associated with uncertain tax benefits are included in other non-current liabilities on
the Companys consolidated balance sheet.
A number of years may lapse before an uncertain tax position is audited and ultimately settled. It
is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax
positions. It is reasonably possible that the amount of unrecognised tax benefits could
significantly increase or
F-37
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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.
16. Stock-Based Compensation
At 31 March 2011, the Company had the following equity award plans: the Executive Share Purchase
Plan; the JHI SE 2001 Equity Incentive Plan and the Long-Term Incentive Plan 2006 as amended in
2009.
Compensation expense arising from equity-based award grants as estimated using pricing models was
US$9.1 million, US$7.7 million and US$7.2 million for the years ended 31 March 2011, 2010 and 2009,
respectively. As of 31 March 2011, the unrecorded deferred stock-based compensation related to
equity awards was US$9.8 million after estimated forfeitures and will be recognised over an
estimated weighted average amortisation period of 2.5 years.
JHI SE 2001 Equity Incentive Plan
Under the JHI SE 2001 Equity Incentive Plan (the 2001 Equity Incentive Plan), the Company can
grant equity awards in the form of nonqualified stock options, performance awards, restricted stock
grants, stock appreciation rights, dividend equivalent rights, phantom stock or other stock-based
benefits such as restricted stock units. The 2001 Equity Incentive Plan was approved by the
Companys shareholders and the Joint Board subject to implementation of the consummation of the
2001 Reorganisation. The Company is authorised to issue 45,077,100 shares under the 2001 Equity
Incentive Plan.
Under the 2001 Equity Incentive Plan, grants have been made at fair market value to management and
other employees of the Company. Each option confers the right to subscribe for one ordinary share
in the capital of JHI SE. The options may be exercised as follows: 25% after the first year; 25%
after the second year; and 50% after the third year. All unexercised options expire 10 years from
the date of issue or 90 days after the employee ceases to be employed by the Company.
As set out in the plan rules, the exercise prices and the number of shares available on exercise
may be adjusted on the occurrence of certain events, including new issues, share splits, rights
issues and capital reconstructions.
Under the 2001 Equity Incentive Plan, the Company granted 348,426 and 278,569 restricted stock
units to its employees in the years ended 31 March 2011 and 2010, respectively. These restricted
shares may not be sold, transferred, assigned, pledged or otherwise encumbered so long as such
shares remain restricted. The Company determines the conditions or restrictions of any restricted
stock awards, which may include requirements of continued employment, individual performance or the
Companys financial performance or other criteria. At 31 March 2011, there were 854,409 restricted
stock units outstanding under this plan.
Long-Term Incentive Plan
At the 2006 Annual General Meeting, the Companys shareholders approved the establishment of a
Long-Term Incentive Plan (LTIP) to provide incentives to certain members of senior management
(Executives). The shareholders also approved, in accordance with certain LTIP rules, the issue of
options in the Company to Executives of the Company. At the Companys 2008 Annual General
F-38
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Meeting, the shareholders amended the LTIP to also allow restricted stock units to be granted under
the LTIP.
In November 2006 and August 2007, 1,132,000 and 1,016,000 options were granted to Executives,
respectively, under the LTIP. The vesting of these equity awards are subject to performance
hurdles as outlined in the LTIP rules. Unexercised options expire 10 years from the date of issue
unless an Executive ceases employment with the Company.
The Company granted the following restricted stock units under the LTIP:
|
|
|
|
|
|
|
Restricted |
|
|
Stock Units |
Grant Date |
|
Granted |
|
15 September 2008 |
|
|
1,023,865 |
|
17 December 2008 |
|
|
545,757 |
|
29 May 2009 |
|
|
1,066,595 |
|
15 September 2009 |
|
|
522,000 |
|
11 December 2009 |
|
|
181,656 |
|
7 June 2010 |
|
|
807,457 |
|
15 September 2010 |
|
|
951,194 |
|
|
|
|
|
|
|
|
|
5,098,524 |
|
|
|
|
|
|
These restricted stock units may not be sold, transferred, assigned, pledged or otherwise
encumbered so long as such shares remain restricted. The Company determines the conditions or
restrictions of any restricted stock awards, which may include requirements of continued
employment, individual performance or the Companys financial performance or other criteria.
Restricted stock units expire on exercise, vesting or as set out in the LTIP rules.
At 31 March 2011, there were 1,937,000 options and 4,257,686 restricted stock units outstanding
under this plan.
F-39
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
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). The Companys stock based-compensation expense is the
estimated fair value of options granted over the periods in which the stock options vest. There
were no stock options granted during the years ended 31 March 2011, 2010 and 2009.
The following table summarises the Companys stock options available for grant and the activity 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 2009 |
|
|
23,747,833 |
|
|
|
18,272,928 |
|
|
|
7.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(2,058,275 |
) |
|
|
5.51 |
|
Forfeited |
|
|
|
|
|
|
(1,770,215 |
) |
|
|
7.97 |
|
Forfeitures available for re-grant |
|
|
1,540,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2010 |
|
|
25,288,048 |
|
|
|
14,444,438 |
|
|
|
7.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(530,984 |
) |
|
|
5.19 |
|
Forfeited |
|
|
|
|
|
|
(2,558,159 |
) |
|
|
8.10 |
|
Forfeitures available for re-grant |
|
|
1,468,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2011 |
|
|
26,756,207 |
|
|
|
11,355,295 |
|
|
|
7.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of stock options exercised was A$0.6 million, A$4.7 million and nil
for the years ended 31 March 2011, 2010 and 2009, respectively.
Windfall tax benefits realised in the United States from stock options exercised and included in
cash flows from financing activities in the consolidated statements of cash flows were US$0.4
million, US$0.9 million and nil for the years ended 31 March 2011, 2010 and 2009, respectively.
The following table summarises outstanding and exercisable options under both the 2001 Equity
Incentive Plan and the LTIP as of 31 March 2011:
F-40
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
Options Exercisable |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
Weighted |
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Average |
|
Aggregate |
|
|
|
|
|
Average |
|
Aggregate |
Exercise |
|
|
|
|
|
|
|
Remaining |
|
Exercise |
|
Intrinsic |
|
|
|
|
|
Exercise |
|
Intrinsic |
Price (A$) |
|
|
|
Number |
|
Life (in Years) |
|
Price (A$) |
|
Value |
|
Number |
|
Price (A$) |
|
Value (A$) |
|
|
|
|
|
|
|
|
5.06 |
|
|
|
|
|
100,673 |
|
|
|
0.7 |
|
|
|
5.06 |
|
|
|
104,700 |
|
|
|
100,673 |
|
|
|
5.06 |
|
|
|
104,700 |
|
|
5.99 |
|
|
|
|
|
1,321,250 |
|
|
|
3.7 |
|
|
|
5.99 |
|
|
|
145,337 |
|
|
|
1,321,250 |
|
|
|
5.99 |
|
|
|
145,337 |
|
|
6.30 |
|
|
|
|
|
93,000 |
|
|
|
3.9 |
|
|
|
6.30 |
|
|
|
|
|
|
|
93,000 |
|
|
|
6.30 |
|
|
|
|
|
|
6.38 |
|
|
|
|
|
2,250,317 |
|
|
|
6.7 |
|
|
|
6.38 |
|
|
|
|
|
|
|
2,250,317 |
|
|
|
6.38 |
|
|
|
|
|
|
6.45 |
|
|
|
|
|
723,500 |
|
|
|
1.7 |
|
|
|
6.45 |
|
|
|
|
|
|
|
723,500 |
|
|
|
6.45 |
|
|
|
|
|
|
7.05 |
|
|
|
|
|
1,534,250 |
|
|
|
2.7 |
|
|
|
7.05 |
|
|
|
|
|
|
|
1,534,250 |
|
|
|
7.05 |
|
|
|
|
|
|
7.83 |
|
|
|
|
|
1,016,000 |
|
|
|
6.4 |
|
|
|
7.83 |
|
|
|
|
|
|
|
794,680 |
|
|
|
7.83 |
|
|
|
|
|
|
8.40 |
|
|
|
|
|
2,402,205 |
|
|
|
5.7 |
|
|
|
8.40 |
|
|
|
|
|
|
|
2,225,805 |
|
|
|
8.40 |
|
|
|
|
|
|
8.90 |
|
|
|
|
|
1,899,100 |
|
|
|
4.7 |
|
|
|
8.90 |
|
|
|
|
|
|
|
1,899,100 |
|
|
|
8.90 |
|
|
|
|
|
|
9.50 |
|
|
|
|
|
15,000 |
|
|
|
4.9 |
|
|
|
9.50 |
|
|
|
|
|
|
|
15,000 |
|
|
|
9.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
11,355,295 |
|
|
|
4.8 |
|
|
|
7.40 |
|
|
|
250,037 |
|
|
|
10,957,575 |
|
|
|
7.38 |
|
|
|
250,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic
value based on stock options with an exercise price less than the Companys closing stock price of
A$6.10 as of 31 March 2011, which would have been received by the option holders had those option
holders exercised their options as of that date.
Restricted Stock
The Company estimates the fair value of restricted stock units on the date of grant and recognises
this estimated fair value as compensation expense over the periods in which the restricted stock
vests.
The following table summarises the Companys restricted stock activity during the noted period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average Fair |
|
|
|
|
|
|
Value at Grant |
|
|
Shares |
|
Date (A$) |
Non-vested at 31 March 2009 |
|
|
2,991,061 |
|
|
|
3.95 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,048,820 |
|
|
|
5.38 |
|
Vested |
|
|
(208,884 |
) |
|
|
3.85 |
|
Forfeited |
|
|
(94,276 |
) |
|
|
4.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at 31 March 2010 |
|
|
4,736,721 |
|
|
|
4.57 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,107,077 |
|
|
|
5.85 |
|
Vested |
|
|
(970,793 |
) |
|
|
4.94 |
|
Forfeited |
|
|
(760,910 |
) |
|
|
5.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at 31 March 2011 |
|
|
5,112,095 |
|
|
|
4.94 |
|
|
|
|
|
|
|
|
|
|
F-41
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Restricted Stock service vesting
The Company granted restricted stock units with a service vesting condition to employees as
follows:
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
|
Stock Units |
Grant Date |
|
Equity Award Plan |
|
Granted |
|
17 June 2008 |
|
2001 Equity Incentive Plan |
|
|
698,440 |
|
15 September 2008 |
|
Long-Term Incentive Plan |
|
|
201,324 |
|
17 December 2008 |
|
2001 Equity Incentive Plan |
|
|
992,271 |
|
29 May 2009 |
|
Long-Term Incentive Plan |
|
|
1,066,595 |
|
7 December 2009 |
|
2001 Equity Incentive Plan |
|
|
278,569 |
|
7 December 2010 |
|
2001 Equity Incentive Plan |
|
|
348,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,585,625 |
|
|
|
|
|
|
|
|
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.
Restricted Stock performance vesting
The Company issued 807,457 restricted stock units with a performance vesting condition under the
LTIP to senior executives of the Company for the year ended 31 March 2011. 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 adjusted for changes in JHI
SEs common stock price at each balance sheet date until the scorecard is applied at the conclusion
of fiscal year 2012.
Restricted Stock market condition
Under the terms of the LTIP, the Company granted 951,194 and 703,656 restricted stock units (market
condition) to members of the Companys Managing Board and senior managers during the years ended 31
March 2011 and 2010, respectively. The vesting of these restricted stock units is subject to a
market condition as outlined in the LITP rules.
The fair value of each of these restricted stock units (market condition) granted under the LTIP is
estimated using a binomial lattice model that incorporates a Monte Carlo Simulation (the Monte
Carlo method).
The following table includes the assumptions used for restricted stock grants (market condition)
valued during the years ended 31 March 2011 and 2010:
F-42
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of grant |
|
15 Sep 2010 |
|
11 Dec 2009 |
|
15 Sep 2009 |
Expected volatility |
|
|
50.6 |
% |
|
|
49.9 |
% |
|
|
42.1 |
% |
Risk free interest rate |
|
|
1.5 |
% |
|
|
2.1 |
% |
|
|
2.5 |
% |
Expected life in years |
|
|
3.0 |
|
|
|
3.0 |
|
|
|
3.0 |
|
JHX stock price at grant date (A$) |
|
|
5.94 |
|
|
|
8.20 |
|
|
|
7.04 |
|
Number of restricted stock units |
|
|
951,194 |
|
|
|
181,656 |
|
|
|
522,000 |
|
Scorecard LTI Cash Settled Units
Under the terms of the LTIP, the Company granted awards equivalent to 821,459 and 1,089,265
Scorecard LTI units during the years ended 31 March 2011 and 2010, respectively, that
provide recipients a cash incentive based on JHI SEs common stock price on the vesting date. The
vesting of awards is measured on individual performance conditions based on certain performance
measures. Compensation expense recognised for awards are based on the fair market value of JHI SEs
common stock on the date of grant and recorded as a liability. The liability is adjusted for
subsequent changes in JHI SEs common stock price at each balance sheet date.
Cash Settled Units
The Company granted 450 and 35,741 cash settled units (service vesting) to employees during the
years ended 31 March 2011 and 2010, respectively, under the 2001 Equity Incentive Plan.
Compensation expense recognised for awards are based on the fair market value of JHI SEs common
stock on the date of grant and recorded as a liability. The liability is adjusted for subsequent
changes in JHI SEs common stock price at each balance sheet date.
The total compensation cost related to liability classified awards for the years ended 31 March
2011 and 2010 was US$2.2 million and US$1.6 million, respectively.
17. Operating Segment Information and Concentrations of Risk
The Company has reported its operating segment information in the format that the operating segment
information is available to and evaluated by the Companys management team. 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 (Israel, Kuwait, Qatar and United Arab
Emirates), and various Pacific Islands. Research and Development represents the cost incurred by
the research and development centres.
The Companys operating segments are strategic operating units that are managed separately due to
their different products and/or geographical location. On 1 April 2008, the Company realigned its
operating segments by combining the previously reported segments of USA Fibre Cement and Other into
one operating segment, USA and Europe Fibre Cement. On 22 May 2008, the Company ceased operation of
its pipe business in the United States.
F-43
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
Operating Segments
The following are the Companys operating segments and geographical information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
USA & Europe Fibre Cement |
|
$ |
814.0 |
|
|
$ |
828.1 |
|
|
$ |
929.3 |
|
Asia Pacific Fibre Cement |
|
|
353.0 |
|
|
|
296.5 |
|
|
|
273.3 |
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,167.0 |
|
|
$ |
1,124.6 |
|
|
$ |
1,202.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Before Income Taxes |
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
USA & Europe Fibre Cement2 |
|
$ |
160.3 |
|
|
$ |
208.5 |
|
|
$ |
199.3 |
|
Asia Pacific Fibre Cement2 |
|
|
79.4 |
|
|
|
58.7 |
|
|
|
47.1 |
|
Research and Development2 |
|
|
(20.1 |
) |
|
|
(19.0 |
) |
|
|
(18.9 |
) |
|
|
|
|
|
|
|
|
|
|
Segments total |
|
|
219.6 |
|
|
|
248.2 |
|
|
|
227.5 |
|
General Corporate3 |
|
|
(114.9 |
) |
|
|
(269.2 |
) |
|
|
(53.9 |
) |
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
104.7 |
|
|
|
(21.0 |
) |
|
|
173.6 |
|
Net interest expense4 |
|
|
(4.4 |
) |
|
|
(4.0 |
) |
|
|
(3.0 |
) |
Other (expense) income |
|
|
(3.7 |
) |
|
|
6.3 |
|
|
|
(14.8 |
) |
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
96.6 |
|
|
$ |
(18.7 |
) |
|
$ |
155.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
USA & Europe Fibre Cement |
|
$ |
752.0 |
|
|
$ |
780.8 |
|
Asia Pacific Fibre Cement |
|
|
235.0 |
|
|
|
216.9 |
|
Research and Development |
|
|
14.4 |
|
|
|
14.2 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,001.4 |
|
|
|
1,011.9 |
|
General Corporate5, 6 |
|
|
959.2 |
|
|
|
1,166.9 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,960.6 |
|
|
$ |
2,178.8 |
|
|
|
|
|
|
|
|
F-44
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
USA |
|
$ |
789.2 |
|
|
$ |
808.9 |
|
|
$ |
912.2 |
|
Australia |
|
|
266.4 |
|
|
|
214.3 |
|
|
|
193.2 |
|
New Zealand |
|
|
52.9 |
|
|
|
50.6 |
|
|
|
50.0 |
|
Other Countries |
|
|
58.5 |
|
|
|
50.8 |
|
|
|
47.2 |
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,167.0 |
|
|
$ |
1,124.6 |
|
|
$ |
1,202.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
USA |
|
$ |
752.1 |
|
|
$ |
783.6 |
|
Australia |
|
|
155.5 |
|
|
|
131.6 |
|
New Zealand |
|
|
45.8 |
|
|
|
49.8 |
|
Other Countries |
|
|
48.0 |
|
|
|
46.9 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,001.4 |
|
|
|
1,011.9 |
|
General Corporate5, 6 |
|
|
959.2 |
|
|
|
1,166.9 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
1,960.6 |
|
|
$ |
2,178.8 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Export sales and inter-segmental sales are not significant. |
|
2 |
|
Research and development costs of US$9.7 million, US$10.4 million and US$8.0 million
in fiscal years 2011, 2010 and 2009, respectively, were expensed in the USA and Europe Fibre Cement
segment. Research and development costs of US$1.4 million, US$1.0 million and US$1.2 million in
fiscal years 2011, 2010 and 2009, respectively, were expensed in the Asia Pacific Fibre Cement
segment. Research and development costs of US$16.9 million, US$15.7 million and US$14.4 million in
fiscal years 2011, 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$3.2 million, US$3.3 million and US$4.5 million in fiscal years 2011, 2010 and 2009,
respectively. |
|
|
|
Research and development expenditures are expensed as incurred and in total amounted to US$28.0
million, US$27.1 million and US$23.8 million for the years ended 31 March 2011, 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 year ended
31 March 2011 are unfavourable asbestos adjustments of US$85.8 million, AICF SG&A expenses of
US$2.2 million and a net benefit of US$8.7 million related to the ASIC proceedings. Included in
General Corporate for
the year ended 31 March 2010 are unfavourable asbestos adjustments of US$224.2 million, AICF SG&A
expenses of US$2.1 million and ASIC expenses of US$3.4 million. Included in General Corporate for
the year ended 31 March 2009 are favourable asbestos adjustments of US$17.4 million, AICF SG&A
expenses of US$0.7 million and ASIC expenses of US$14.0 million. |
F-45
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
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) income is AICF interest income of US$4.3 million, US$3.3 million and US$6.4 million in
fiscal years 2011, 2010 and 2009, respectively. See Note 11. |
|
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 March 2011 and 2010 are US$819.7 million and US$797.7
million, respectively, and are included in the General Corporate segment. |
Concentrations of Risk
The distribution channels for the Companys fibre cement products are concentrated. If the Company
were to lose one or more of its major customers, there can be no assurance that the Company will be
able to find a replacement. Therefore, the loss of one or more customers could have a material
adverse effect on the Companys consolidated financial position, results of operations and cash
flows.
The Company has two major customers that individually account for over 10% of the Companys net
sales in one or all of the past three fiscal years.
These two customers accounts receivable represented 20% and 29% of the Companys trade accounts
receivable at 31 March 2011 and 2010, respectively. The following are gross sales generated by
these two customers, which are all from the USA and Europe Fibre Cement segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended 31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
|
Customer A |
|
$ |
208.9 |
|
|
|
17.9 |
% |
|
$ |
224.4 |
|
|
|
20.0 |
% |
|
$ |
277.1 |
|
|
|
23.0 |
% |
Customer B |
|
|
134.0 |
|
|
|
11.5 |
% |
|
|
144.5 |
|
|
|
12.8 |
% |
|
|
149.6 |
|
|
|
12.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
342.9 |
|
|
|
|
|
|
$ |
368.9 |
|
|
|
|
|
|
$ |
426.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately 32% of the Companys fiscal year 2011 net sales were derived from outside the
United States. Consequently, changes in the value of foreign currencies could significantly affect
the consolidated financial position, results of operations and cash flows of the Companys non-US
operations on translation into US dollars.
18. Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Pension and post-retirement benefit adjustments |
|
$ |
(0.3 |
) |
|
$ |
(1.6 |
) |
Unrealised gain on restricted short-term investments |
|
|
2.5 |
|
|
|
1.2 |
|
Foreign currency translation adjustments |
|
|
53.0 |
|
|
|
59.6 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income |
|
$ |
55.2 |
|
|
$ |
59.2 |
|
|
|
|
|
|
|
|
F-46
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:
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statements about the Companys future performance; |
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|
projections of the Companys results of operations or financial condition; |
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|
statements regarding the Companys plans, objectives or goals, including those
relating to its strategies, initiatives, competition, acquisitions, dispositions and/or
its products; |
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|
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; |
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|
expectations that the Companys credit facilities will be extended or renewed; |
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|
expectations concerning dividend payments and share buy-back; |
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|
statements concerning the Companys corporate and tax domiciles and potential changes
to them, including potential tax charges; |
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|
statements regarding tax liabilities and related audits, reviews and proceedings; |
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|
statements as to the possible consequences of proceedings brought against the Company
and certain of its former directors and officers by the ASIC; |
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|
|
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; |
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|
expectations concerning indemnification obligations; |
|
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|
statements about product or environmental liabilities; and |
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|
statements about economic conditions, such as economic or housing recovery, the levels
of new home construction, unemployment levels, changes or stability in housing values,
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
F-47
James Hardie Industries SE and Subsidiaries
the anticipated results, performance or achievements expressed, projected or implied by these
forward-looking statements. These factors, some of which are discussed under Key Information -
Risk Factors beginning on page 6 of the Form 20-F filed with the US Securities and Exchange
Commission on 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-48