Exhibit 99.5
James Hardie Industries SE
and Subsidiaries
Condensed Consolidated Financial Statements
as of and for the Period Ended 30 June 2011
F-1
James Hardie Industries SE and Subsidiaries
Index
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Page |
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Item 1. Condensed Consolidated Financial Statements (Unaudited) |
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Consolidated Balance Sheets as of 30 June 2011 and 31 March 2011 |
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F-3 |
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Consolidated Statements of Operations for the Three Months Ended
30 June 2011 and 2010 |
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F-4 |
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Consolidated Statements of Cash Flows for the Three Months Ended
30 June 2011 and 2010 |
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F-5 |
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Notes to Consolidated Financial Statements |
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F-6 |
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F-2
Item 1. Financial Statements
James Hardie Industries SE and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
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(Millions of US dollars) |
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30 June |
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31 March |
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2011 |
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2011 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
76.1 |
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$ |
18.6 |
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Restricted cash and cash equivalents |
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1.1 |
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0.8 |
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Restricted cash and cash equivalents Asbestos |
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41.5 |
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56.1 |
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Restricted short-term investments Asbestos |
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6.0 |
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5.8 |
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Accounts and other receivables, net of allowance for
doubtful accounts of $2.6 million and $2.7 million
as of 30 June 2011 and 31 March 2011, respectively |
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131.9 |
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138.1 |
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Inventories |
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170.4 |
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161.5 |
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Prepaid expenses and other current assets |
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28.0 |
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31.6 |
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Insurance receivable Asbestos |
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14.3 |
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13.7 |
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Workers compensation Asbestos |
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0.4 |
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0.3 |
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Deferred income taxes |
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24.4 |
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21.1 |
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Deferred income taxes Asbestos |
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12.1 |
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10.5 |
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Total current assets |
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506.2 |
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458.1 |
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Restricted cash and cash equivalents |
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4.2 |
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4.5 |
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Property, plant and equipment, net |
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707.9 |
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707.7 |
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Insurance receivable Asbestos |
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185.1 |
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188.6 |
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Workers compensation Asbestos |
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94.0 |
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90.4 |
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Deferred income taxes |
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24.6 |
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27.3 |
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Deferred income taxes Asbestos |
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465.2 |
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451.4 |
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Other assets |
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30.4 |
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32.6 |
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Total assets |
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$ |
2,017.6 |
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$ |
1,960.6 |
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Liabilities and Shareholders Deficit |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
99.2 |
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$ |
106.4 |
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Accrued payroll and employee benefits |
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33.9 |
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40.9 |
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Accrued product warranties |
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6.5 |
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6.1 |
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Income taxes payable |
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3.6 |
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3.9 |
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Asbestos liability |
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115.4 |
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111.1 |
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Workers compensation Asbestos |
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0.4 |
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0.3 |
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Other liabilities |
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22.8 |
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53.8 |
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Total current liabilities |
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281.8 |
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322.5 |
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Long-term debt |
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103.0 |
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59.0 |
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Deferred income taxes |
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109.9 |
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108.1 |
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Accrued product warranties |
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19.4 |
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20.1 |
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Asbestos liability |
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1,623.0 |
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1,587.0 |
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Workers compensation Asbestos |
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94.0 |
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90.4 |
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Australian Taxation Office amended assessment |
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198.1 |
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190.4 |
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Other liabilities |
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39.1 |
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37.6 |
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Total liabilities |
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2,468.3 |
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2,415.1 |
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Commitments and contingencies (Note 9) |
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Shareholders deficit: |
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Common stock, Euro 0.59 par value, 2.0 billion
shares authorised; 437,311,611 shares issued
at 30 June 2011 and 436,386,587 shares
issued at 31 March 2011 |
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223.3 |
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222.5 |
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Additional paid-in capital |
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53.9 |
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52.5 |
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Accumulated deficit |
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(783.7 |
) |
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(784.7 |
) |
Accumulated other comprehensive income |
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55.8 |
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55.2 |
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Total shareholders deficit |
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(450.7 |
) |
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(454.5 |
) |
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Total liabilities and shareholders deficit |
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$ |
2,017.6 |
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$ |
1,960.6 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-3
James Hardie Industries SE and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
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Three Months |
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Ended 30 June |
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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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Net sales |
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$ |
313.6 |
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$ |
318.4 |
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Cost of goods sold |
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(205.4 |
) |
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(201.6 |
) |
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Gross profit |
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108.2 |
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116.8 |
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Selling, general and administrative expenses |
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(45.5 |
) |
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(45.9 |
) |
Research and development expenses |
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(7.0 |
) |
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(7.0 |
) |
Asbestos adjustments |
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(38.2 |
) |
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63.1 |
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Operating income |
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17.5 |
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127.0 |
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Interest expense |
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(1.7 |
) |
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(1.8 |
) |
Interest income |
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0.7 |
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0.7 |
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Other expense |
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(1.5 |
) |
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(4.4 |
) |
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Income before income taxes |
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15.0 |
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121.5 |
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Income tax expense |
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(14.0 |
) |
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(16.6 |
) |
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Net income |
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$ |
1.0 |
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$ |
104.9 |
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Net income per share basic |
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$ |
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$ |
0.24 |
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Net income per share diluted |
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$ |
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$ |
0.24 |
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Weighted average common shares outstanding
(Millions): |
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Basic |
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436.7 |
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434.7 |
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Diluted |
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438.7 |
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438.6 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
James
Hardie Industries SE and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
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Three Months |
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Ended 30 June |
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(Millions of US dollars) |
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2011 |
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2010 |
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Cash Flows From Operating Activities |
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Net income |
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$ |
1.0 |
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$ |
104.9 |
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Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |
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Depreciation and amortisation |
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16.2 |
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15.4 |
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Deferred income taxes |
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1.7 |
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4.9 |
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Stock-based compensation |
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1.5 |
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1.8 |
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Asbestos adjustments |
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38.2 |
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(63.1 |
) |
Tax benefit from stock options exercised |
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(0.7 |
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Changes in operating assets and liabilities: |
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Restricted cash and cash equivalents |
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16.7 |
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(66.1 |
) |
Restricted short-term investments |
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9.1 |
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Accounts and other receivables |
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10.2 |
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32.2 |
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Inventories |
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(6.6 |
) |
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(8.0 |
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Prepaid expenses and other assets |
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6.2 |
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5.4 |
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Insurance receivable Asbestos |
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10.8 |
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11.9 |
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Accounts payable and accrued liabilities |
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(5.7 |
) |
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(36.7 |
) |
Asbestos liability |
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(27.3 |
) |
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(18.5 |
) |
Deposit with Australian Taxation Office |
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(2.3 |
) |
Other accrued liabilities |
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(40.2 |
) |
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(15.9 |
) |
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Net cash provided by (used in) operating activities |
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$ |
22.0 |
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$ |
(25.0 |
) |
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Cash Flows From Investing Activities |
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Purchases of property, plant and equipment |
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$ |
(12.1 |
) |
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$ |
(13.5 |
) |
Proceeds from sale of property, plant and equipment |
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0.1 |
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0.2 |
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Net cash used in investing activities |
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$ |
(12.0 |
) |
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$ |
(13.3 |
) |
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Cash Flows From Financing Activities |
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Proceeds from long-term borrowings |
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$ |
80.0 |
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$ |
376.0 |
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Repayments of long-term borrowings |
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(36.0 |
) |
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(315.0 |
) |
Proceeds from issuance of shares |
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0.1 |
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Tax benefit from stock options exercised |
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0.7 |
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Net cash provided by financing activities |
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$ |
44.7 |
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$ |
61.1 |
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Effects of exchange rate changes on cash |
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$ |
2.8 |
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$ |
1.1 |
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Net increase in cash and cash equivalents |
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57.5 |
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23.9 |
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Cash and cash equivalents at beginning of period |
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18.6 |
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19.2 |
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Cash and cash equivalents at end of period |
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$ |
76.1 |
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$ |
43.1 |
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Components of Cash and Cash Equivalents |
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Cash at bank and on hand |
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$ |
75.3 |
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$ |
25.1 |
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Short-term deposits |
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0.8 |
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18.0 |
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Cash and cash equivalents at end of period |
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$ |
76.1 |
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$ |
43.1 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
1. Background and Basis of Presentation
Nature of Operations
The Company manufactures and sells fibre cement building products for interior and exterior
building construction applications primarily in the United States, Australia, New Zealand, the
Philippines and Europe.
Basis of Presentation
The consolidated financial statements represent the financial position, results of operations and
cash flows of JHI SE and its wholly-owned subsidiaries and a special purpose entity, collectively
referred to as either the Company or James Hardie and JHI SE, together with its subsidiaries
as of the time relevant to the applicable reference, the James Hardie Group, unless the context
indicates otherwise. These interim condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and the notes thereto, included in
the Companys Annual Report on Form 20-F for the fiscal year ended 31 March 2011, filed with the
United States Securities and Exchange Commission on 29 June 2011.
The condensed consolidated financial statements included herein are unaudited; however, they
contain all adjustments (all of which are normal and recurring) which, in the opinion of the
Companys management, are necessary to state fairly the consolidated financial position of the
Company at 30 June 2011, and the consolidated results of operations for the three months ended 30
June 2011 and 2010 and consolidated cash flows for the three months ended 30 June 2011 and 2010.
All adjustments are normal and recurring for the periods noted above.
The results of operations for the three months ended 30 June 2011 are not necessarily indicative of
the results to be expected for the full year. The balance sheet at 31 March 2011 has been derived
from the audited financial statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United States of America (US
GAAP) for complete financial statements in this interim financial report.
2. Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (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
this ASU did not result in a material impact on the Companys consolidated financial position,
results of operations or cash flows.
In May 2011, the FASB issued ASU No. 2011-04, which amends some fair value measurement principles
and disclosure requirements. The new guidance states that the concepts of highest and best use and
valuation premise are only relevant when measuring the fair value of nonfinancial assets and
prohibits the grouping of financial instruments for purposes of determining their fair values when
the unit of account is specified in other guidance. ASU No. 2011-04 is effective for the interim
and annual periods beginning on or after 15 December 2011. The adoption of this ASU is not expected
to result in a material impact on the Companys consolidated financial position, results of
operations or cash flows.
F-6
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
In June 2011, the FASB issued ASU No. 2011-05, which requires that all non-owner changes in
stockholders equity be presented either in a single continuous statement of comprehensive income
or in two separate but consecutive statements, eliminating the option to present other
comprehensive income in the statement of changes in equity. Under either choice, items that are
reclassified from other comprehensive income to net income are required to be presented on the face
of the financial statements where the components of net income and the components of other
comprehensive income are presented. ASU No. 2011-05 is effective for fiscal years, and interim
periods within those years, beginning after 15 December 2011. The adoption of this ASU is not
expected to result in a material impact on the Companys consolidated financial position, results
of operations or cash flows.
3. Earnings Per Share
Basic and dilutive common shares outstanding used in determining net income per share are as
follows:
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Three Months |
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Ended 30 June |
|
(Millions of shares) |
|
2011 |
|
|
2010 |
|
|
Basic common shares outstanding |
|
|
436.7 |
|
|
|
434.7 |
|
Dilutive effect of stock awards |
|
|
2.0 |
|
|
|
3.9 |
|
|
|
|
|
|
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|
Diluted common shares outstanding |
|
|
438.7 |
|
|
|
438.6 |
|
|
|
|
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|
|
|
|
|
|
|
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|
|
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|
(US dollars) |
|
|
2011 |
|
|
|
2010 |
|
|
Net income per share basic |
|
$ |
|
|
|
$ |
0.24 |
|
Net income per share diluted |
|
$ |
|
|
|
$ |
0.24 |
|
Potential common shares of 13.3 million and 8.1 million for the three months ended 30 June
2011 and 2010, 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.
4. Restricted Cash
Included in restricted cash and cash equivalents is US$5.3 million related to an insurance policy
at 30 June 2011 and 31 March 2011, which restrict the cash from use for general corporate
purposes.
F-7
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
5. Inventories
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
30 June |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2011 |
|
|
Finished goods |
|
$ |
107.7 |
|
|
$ |
104.5 |
|
Work-in-process |
|
|
8.0 |
|
|
|
5.9 |
|
Raw materials and supplies |
|
|
60.7 |
|
|
|
57.3 |
|
Provision for obsolete finished goods and raw materials |
|
|
(6.0 |
) |
|
|
(6.2 |
) |
|
|
|
|
|
|
|
Total inventories |
|
$ |
170.4 |
|
|
$ |
161.5 |
|
|
|
|
|
|
|
|
6. Short and Long-Term Debt
At 30 June 2011, the Companys credit facilities consisted of:
|
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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 |
|
|
1.66 |
% |
|
$ |
50.0 |
|
|
$ |
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
1.00 |
% |
|
|
90.0 |
|
|
|
90.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
$ |
103.0 |
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average fixed interest rate on the Companys interest rate swap contracts is set forth
in Note 8. The weighted average interest rate on the Companys total debt was 1.08% and 1.02% at 30
June 2011 and 31 March 2011, respectively, and the weighted average term of all debt facilities is
1.7 years at 30 June 2011.
At 30 June 2011, there was US$103.0 million drawn under the combined facilities and US$217.0
million was unutilised and available.
At 30 June 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
F-8
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 and Restated Final Funding Agreement (AFFA)), in any given Financial Year is
contributed to the AICF on the payment dates under the AFFA 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 AFFA.
7. Asbestos
In February 2007, the shareholders approved a proposal pursuant to which the Company provides
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. The Company owns 100% of James Hardie 117 Pty Ltd (the Performing Subsidiary) that funds
the AICF subject to the provisions of the AFFA. The Company appoints three of the AICF directors
and the NSW Government appoints two of the AICF directors.
Under the terms of the AFFA, 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 AFFA), 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 AFFA.
For the quarter ended 30 June 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 AFFA to the Companys long-term financial
success, specifically the Companys ability to generate net operating cash flow.
Asbestos Adjustments
The asbestos adjustments included in the consolidated statements of operations comprise
unfavourable foreign currency movements of US$38.2 million and favourable foreign currency
movements of US$63.1 million for the three months ended 30 June 2011 and 2010, respectively.
F-9
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Asbestos-Related Assets and Liabilities
Under the terms of the AFFA, 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
AFFA Liability.
|
|
|
|
|
|
|
|
|
|
|
30 June |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2011 |
|
|
Asbestos liability current |
|
$ |
(115.4 |
) |
|
$ |
(111.1 |
) |
Asbestos liability non-current |
|
|
(1,623.0 |
) |
|
|
(1,587.0 |
) |
|
|
|
|
|
|
|
Asbestos liability Total |
|
|
(1,738.4 |
) |
|
|
(1,698.1 |
) |
|
|
|
|
|
|
|
|
|
Insurance receivable current |
|
|
14.3 |
|
|
|
13.7 |
|
Insurance receivable non-current |
|
|
185.1 |
|
|
|
188.6 |
|
|
|
|
|
|
|
|
Insurance receivable Total |
|
|
199.4 |
|
|
|
202.3 |
|
|
|
|
|
|
|
|
|
|
Workers compensation asset current |
|
|
0.4 |
|
|
|
0.3 |
|
Workers compensation asset non-current |
|
|
94.0 |
|
|
|
90.4 |
|
Workers compensation liability current |
|
|
(0.4 |
) |
|
|
(0.3 |
) |
Workers compensation liability non-current |
|
|
(94.0 |
) |
|
|
(90.4 |
) |
|
|
|
|
|
|
|
Workers compensation Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes current |
|
|
12.1 |
|
|
|
10.5 |
|
Deferred income taxes non-current |
|
|
465.2 |
|
|
|
451.4 |
|
|
|
|
|
|
|
|
Deferred income taxes Total |
|
|
477.3 |
|
|
|
461.9 |
|
|
|
|
|
|
|
|
|
|
Income tax payable |
|
|
19.3 |
|
|
|
18.6 |
|
Other net liabilities |
|
|
(1.2 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Amended FFA liability |
|
|
(1,043.6 |
) |
|
|
(1,016.6 |
) |
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted short-term investment assets of the AICF |
|
|
47.5 |
|
|
|
61.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded Net Amended FFA liability |
|
$ |
(996.1 |
) |
|
$ |
(954.7 |
) |
|
|
|
|
|
|
|
On 1 July 2011, the Company contributed US$51.5 million to the AICF in accordance with the
terms of the AFFA.
Asbestos Liability
The amount of the asbestos liability reflects the terms of the AFFA, which has been calculated by
reference to (but is not exclusively based upon) the most recent actuarial estimate of the
projected future asbestos-related cash flows prepared by KPMG Actuarial. The asbestos liability
also includes an allowance for the future claims-handling costs of the AICF. The Company receives
an updated actuarial estimate as of 31 March each year. The last actuarial assessment was performed
as of 31 March 2011.
F-10
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The changes in the asbestos liability for the three months ended 30 June 2011 are detailed in the
table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US $ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Asbestos liability 31 March 2011 |
|
A$ |
(1,643.1 |
) |
|
|
0.9676 |
|
|
$ |
(1,698.1 |
) |
Asbestos claims paid1 |
|
|
25.1 |
|
|
|
0.9414 |
|
|
|
26.7 |
|
AICF claims-handling costs incurred1 |
|
|
0.6 |
|
|
|
0.9414 |
|
|
|
0.6 |
|
Loss on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
(67.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Asbestos liability 30 June 2011 |
|
A$ |
(1,617.4 |
) |
|
|
0.9304 |
|
|
$ |
(1,738.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
Insurance Receivable Asbestos
The changes in the insurance receivable for the three months ended 30 June 2011 are detailed in the
table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US $ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Insurance receivable 31 March 2011 |
|
A$ |
195.7 |
|
|
|
0.9676 |
|
|
$ |
202.3 |
|
Insurance recoveries1 |
|
|
(10.2 |
) |
|
|
0.9414 |
|
|
|
(10.8 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
7.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Insurance receivable 30 June 2011 |
|
A$ |
185.5 |
|
|
|
0.9304 |
|
|
$ |
199.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Included in insurance receivable is US$8.7 million recorded on a discounted basis because the
timing of the recoveries has been agreed with the insurer.
Deferred Income Taxes Asbestos
The changes in the deferred income taxes asbestos for the three months ended 30 June 2011 are
detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US $ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Deferred tax assets 31 March 2011 |
|
A$ |
446.9 |
|
|
|
0.9676 |
|
|
$ |
461.9 |
|
Amounts offset against income tax payable1 |
|
|
(2.8 |
) |
|
|
0.9414 |
|
|
|
(3.0 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
18.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets 30 June 2011 |
|
A$ |
444.1 |
|
|
|
0.9304 |
|
|
$ |
477.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The average exchange rate for the period is used to convert the Australian dollar
amount to US dollars based on the assumption that these transactions occurred evenly throughout the
period. |
Income Taxes Payable
A portion of the deferred income tax asset is applied against the Companys income tax payable. At
30 June 2011 and 31 March 2011, this amount was US$3.0 million and US$21.1 million, respectively.
F-11
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
During the
three months ended 30 June 2011, there was a US$0.7 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$2.6 million and US$2.5 million at 30 June 2011 and 31 March 2011, respectively.
Also included in other net liabilities are the other assets and liabilities of the AICF including
trade receivables, prepayments, fixed assets, trade payables and accruals.
These other assets and liabilities of the AICF were a net asset of US$1.4 million and US$1.3
million at 30 June 2011 and 31 March 2011, respectively. During the three months ended 30 June
2011, there was a US$0.1 million favourable effect of foreign currency exchange on the other net
liabilities.
Restricted Cash and Short-term Investments of the AICF
Cash and cash equivalents and short-term investments of the AICF are reflected as restricted assets
as these assets are restricted for use in the settlement of asbestos claims and payment of the
operating costs of the AICF. Changes in the fair value of investments are recorded in Other
Comprehensive Income.
The changes in the restricted cash and short-term investments of the AICF for the three months
ended 30 June 2011 are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US $ |
|
|
US$ |
|
(Millions of US dollars) |
|
Millions |
|
|
rate |
|
|
Millions |
|
|
Restricted cash and cash equivalents and restricted
short-term investments 31 March 2011 |
|
A$ |
59.9 |
|
|
|
0.9676 |
|
|
$ |
61.9 |
|
Asbestos claims paid1 |
|
|
(25.1 |
) |
|
|
0.9414 |
|
|
|
(26.7 |
) |
AICF operating costs paid claims-handling1 |
|
|
(0.6 |
) |
|
|
0.9414 |
|
|
|
(0.6 |
) |
AICF operating costs paid non claims-handling1 |
|
|
(0.6 |
) |
|
|
0.9414 |
|
|
|
(0.6 |
) |
Insurance recoveries1 |
|
|
10.2 |
|
|
|
0.9414 |
|
|
|
10.8 |
|
Interest and investment income1 |
|
|
0.5 |
|
|
|
0.9414 |
|
|
|
0.5 |
|
Other1 |
|
|
(0.1 |
) |
|
|
0.9414 |
|
|
|
(0.1 |
) |
Gain on foreign currency exchange |
|
|
|
|
|
|
|
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted short-term investments 30 June 2011 |
|
A$ |
44.2 |
|
|
|
0.9304 |
|
|
$ |
47.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
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-12
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The following table shows the activity related to the numbers of open claims, new claims and closed
claims during each of the past five years and the average settlement per settled claim and case
closed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
|
|
Ended |
|
|
For the Years Ended 31 March |
|
|
|
30 June 2011 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
Number of open claims at beginning of period |
|
|
564 |
|
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
|
|
564 |
|
Number of new claims |
|
|
101 |
|
|
|
494 |
|
|
|
535 |
|
|
|
607 |
|
|
|
552 |
|
|
|
463 |
|
Number of closed claims |
|
|
109 |
|
|
|
459 |
|
|
|
540 |
|
|
|
596 |
|
|
|
519 |
|
|
|
537 |
|
Number of open claims at end of period |
|
|
556 |
|
|
|
564 |
|
|
|
529 |
|
|
|
534 |
|
|
|
523 |
|
|
|
490 |
|
Average settlement amount per settled claim |
|
A$ |
174,330 |
|
|
A$ |
204,366 |
|
|
A$ |
190,627 |
|
|
A$ |
190,638 |
|
|
A$ |
147,349 |
|
|
A$ |
166,164 |
|
Average settlement amount per case closed |
|
A$ |
172,730 |
|
|
A$ |
173,199 |
|
|
A$ |
171,917 |
|
|
A$ |
168,248 |
|
|
A$ |
126,340 |
|
|
A$ |
128,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average settlement amount per settled claim |
|
US$ |
185,182 |
| | US$ |
193,090 |
| | US$ |
162,250 |
| | US$ |
151,300 |
| | US$ |
128,096 |
| | US$ |
127,163 |
Average settlement amount per case closed |
| US$ |
183,482 |
| | US$ |
163,642 |
| | US$ |
146,325 |
| | US$ |
133,530 |
| | US$ |
109,832 |
| | US$ |
98,510 |
Under the terms of the AFFA, 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 AFFA) to audit or otherwise require independent verification of such
information or the methodologies to be adopted by the Approved Actuary. As such, the Company will
need to rely on the accuracy and completeness of the information and analysis of the Approved
Actuary when making future disclosures with respect to claims statistics.
8. Fair Value Measurements
Assets and liabilities of the Company that are carried at fair value are classified in one of the
following three categories:
Level 1 |
|
Quoted market prices in active markets for identical assets and
liabilities that the Company has the ability to access at the
measurement date; |
|
Level 2 |
|
Observable market-based inputs or unobservable inputs that are
corroborated by market data for the asset or liability at the
measurement date; |
|
Level 3 |
|
Unobservable inputs that are not corroborated by market data used
when there is minimal market activity for the asset or liability
at the measurement date. |
Fair value measurements of assets and liabilities are assigned a level within the fair value
hierarchy based on the lowest level of any input that is significant to the fair value measurement
in its entirety.
The Companys financial instruments consist primarily of cash and cash equivalents, restricted cash
and cash equivalents, restricted short-term investments, trade receivables, trade payables, debt
and interest rate swaps.
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
F-13
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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.
Debt Debt is generally recorded in the financial statements at historical cost. The carrying
value of debt provided under the Companys credit facilities approximates fair value since the
interest rates charged under these credit facilities are tied directly to market rates and
fluctuate as market rates change.
Interest Rate Swaps Interest rate swaps are recorded in the financial statements at fair value.
Changes in fair value are recorded in the statement of operations in Other Income. At 30 June 2011,
the Company had interest rate swap contracts with a total notional principal of US$200.0 million.
For all of these interest rate swap contracts, the Company has agreed to pay fixed interest rates
while receiving a floating interest rate. The purpose of holding these interest rate swap contracts
is to protect against upward movements in US$ LIBOR and the associated interest the Company pays on
its external credit facilities.
The fair value of interest rate swap contracts is calculated based on the fixed rate, notional
principal, settlement date and present value of the future cash inflows and outflows based on the
terms of the agreement and the future floating interest rates as determined by a future interest
rate yield curve. The model used to value the interest rate swap contracts is based upon well
recognised financial principles, and interest rate yield curves can be validated through readily
observable data by external sources. Although readily observable data is used in the valuations,
different valuation methodologies could have an effect on the estimated fair value. Accordingly,
the interest rate swap contracts are categorised as Level 2.
At 30 June 2011 the weighted average fixed interest rate of these contracts is 2.4% and the
weighted average remaining life is 2.3 years. These contracts have a fair value of US$7.7 million,
which is included in Accounts Payable. For the three months ended 30 June 2011, the Company
included in Other Income an unrealised loss on interest rate swaps of US$1.5 million. Included in
interest expense is a realised loss on settlements of interest rate swap contracts of US$0.8
million for the quarter ended 30 June 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 30 June 2011
according to the valuation techniques the Company used to determine their fair values.
F-14
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Fair Value at |
|
|
Using Inputs Considered as |
|
(Millions of US dollars) |
|
30 June 2011 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
76.1 |
|
|
$ |
76.1 |
|
|
$ |
|
|
|
$ |
|
|
Restricted cash and cash equivalents |
|
|
46.8 |
|
|
|
46.8 |
|
|
|
|
|
|
|
|
|
Restricted short-term investments |
|
|
6.0 |
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
128.9 |
|
|
$ |
128.9 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate swap contracts included in Accounts Payable |
|
|
7.7 |
|
|
|
|
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
7.7 |
|
|
$ |
|
|
|
$ |
7.7 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. Commitments 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.
ASIC Proceedings
In February 2007, ASIC commenced civil proceedings in the Supreme Court of New South Wales against
the Company, ABN 60 and ten then-present or former officers and directors of the James Hardie
Group. While the subject matter of the allegations varied between individual defendants, the
allegations against the Company were confined to alleged contraventions of provisions of the
Australian Corporations Act/Law relating to continuous disclosure and engaging in misleading or
deceptive conduct in respect of a security. The Company defended each of the allegations made by
ASIC and the orders sought against it in the proceedings, as did the former directors and officers
of the Company.
On 23 April 2009, the Supreme Court issued judgment against the Company and the ten former officers
and directors of the Company.
All defendants other than two lodged appeals against the Supreme Courts 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 were 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
F-15
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 the
Supreme Courts judgment and ASICs cross appeal and ordered that the Company pay 90% of the costs
incurred by ASIC in respect of the Companys appeal. The Court of Appeal also allowed the appeals
brought by the non-executive directors, but dismissed ASICs related cross-appeals, and ordered
ASIC to pay the non-executive directors costs of the proceedings and the appeals. The Court of
Appeal allowed the appeals and cross appeals in respect of certain former officers in part and
reserved certain matters for further submissions. On 6 May 2011, the Court of Appeal rendered
judgment in the exoneration, penalty and cost matter for certain former officers in which it varied
certain orders made at first instance and ordered that there be no order as to the costs of the
appeals of the certain former officers and ASICs related cross-appeals.
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 30 June 2011.
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 and a former officer. Two former
officers also filed special leave applications to the High Court. The Company did not file
application for special leave 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 officers, and the other former officer 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. 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. 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.
F-16
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
With respect to asserted claims, the Company believes it has made adequate provision on its
consolidated balance sheet as of 30 June 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.
10. Australian Taxation Office Amended Assessment
In March 2006, RCI Pty Ltd (RCI), a wholly-owned subsidiary of the Company, received an amended
assessment from the Australian Taxation Office (ATO) with respect to RCIs income tax return for
the year ended 31 March 1999. The amended assessment related to the amount of net capital gains
arising as a result of an internal corporate restructure carried out in 1998 and was issued
pursuant to the discretion granted to the Commissioner of Taxation under Part IVA of the Income Tax
Assessment Act 1936. The amended assessment issued to RCI was for a total of A$412.0 million.
However, after subsequent remissions of general interest charges (GIC) by the ATO the total was
changed to A$368.0 million, comprising primary tax after allowable credits, penalties, and GIC.
During fiscal year 2007 RCI agreed with the ATO that in accordance with the ATO Receivable Policy,
RCI would pay 50% of the total amended assessment being A$184.0 million (US$152.5 million), and
provide a guarantee from James Hardie Industries SE (formerly James Hardie Industries N.V.) in
favour of the ATO for the remaining unpaid 50% of the amended assessment, pending outcome of the
appeal of the amended assessment. RCI also agreed to pay GIC accruing on the unpaid balance of the
amended assessment in arrears on a quarterly basis.
The ATO conceded that RCI has a reasonably arguable position that the amount of net capital gains
arising as a result of the corporate restructure carried out in 1998 was reported correctly in the
fiscal year 1999 tax return and that Part IVA does not apply.
On 30 May 2007, the ATO issued a Notice of Decision disallowing RCIs objection to the amended
assessment (Objection Decision). On 11 July 2007, RCI filed an application appealing the
Objection Decision and the matter was heard before the Federal Court of Australia in September
2009.
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 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 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$198.1 million (A$184.3 million) on
its consolidated balance sheet relating to the unpaid portion of the amended assessment.
F-17
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
RCI strongly disputes the amended assessment and appealed the Federal Courts judgment. RCIs
appeal was heard in May 2011 before the Full Court of the Federal Court of Australia. Judgment has
been reserved.
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 30 June 2011.
11. Income Taxes
Due to the size and nature of its business, the Company is subject to ongoing reviews by taxing
jurisdictions on various tax matters. The Company accrues for tax contingencies based upon its best
estimate of the taxes ultimately expected to be paid, which it updates over time as more
information becomes available. Such amounts are included in taxes payable or other non-current
liabilities, as appropriate. If the Company ultimately determines that payment of these amounts is
unnecessary, the Company reverses the liability and recognises a tax benefit during the period in
which the Company determines that the liability is no longer necessary. The Company records
additional tax expense in the period in which it determines that the recorded tax liability is less
than the ultimate assessment it expects.
The Company or its subsidiaries files income tax returns in various jurisdictions including
Ireland, the United States, Australia, New Zealand, the Philippines and The Netherlands. 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.
Unrecognised Tax Benefits
A reconciliation of the beginning and ending amount of unrecognised tax benefits and interest and
penalties are as follows:
|
|
|
|
|
|
|
|
|
|
|
Unrecognised |
|
|
Interest and |
|
(US$ millions) |
|
tax benefits |
|
|
Penalties |
|
Balance at 31 March 2011 |
|
$ |
185.5 |
|
|
$ |
196.3 |
|
Additions for tax positions of the current year |
|
|
0.1 |
|
|
|
|
|
Additions for tax positions of prior year |
|
|
|
|
|
|
2.0 |
|
Other reductions for the tax positions of prior periods |
|
|
0.2 |
|
|
|
0.1 |
|
Foreign currency translation adjustment |
|
|
7.1 |
|
|
|
7.8 |
|
|
|
|
|
|
|
|
Balance at 30 June 2011 |
|
$ |
192.9 |
|
|
$ |
206.2 |
|
|
|
|
|
|
|
|
As of 30 June 2011, the total amount of unrecognised tax benefits and the total amount of
interest and penalties accrued or prepaid by the Company related to unrecognised tax benefits that,
if recognised, would affect the effective tax rate is US$192.9 million and US$206.2 million,
respectively.
F-18
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The Company recognises penalties and interest accrued related to unrecognised tax benefits in
income tax expense. During the three months ended 30 June 2011, the total amount of interest and
penalties recognised in tax expense was US$2.1 million.
Except for the liability associated with the ATO amended assessment as disclosed in Note 10, the
liabilities associated with uncertain tax benefits are included in other non-current liabilities on
the Companys consolidated balance sheet.
A number of years may elapse before an uncertain tax position is audited or ultimately resolved. It
is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax
positions. It is reasonably possible that the amount of unrecognised tax benefits could
significantly increase or decrease within the next twelve months. These changes could result from
the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of the
statute of limitations, or other circumstances. At this time, an estimate of the range of the
reasonably possible change cannot be made.
12. Stock-Based Compensation
Compensation expense arising from equity-based award grants as estimated using pricing models was
US$1.5 million and US$1.8 million for the three months ended 30 June 2011 and 2010, respectively.
As of 30 June 2011, the unrecorded deferred stock-based compensation balance related to equity
awards was US$8.5 million after estimated forfeitures and will be recognised over an estimated
weighted average amortisation period of 1.6 years.
On 30 May 2011, 925,024 restricted stock units that were granted on 29 May 2009 became fully
vested.
Restricted Stock performance vesting
The Company granted 63,146 restricted stock units with a performance vesting condition under the
2006 Long-Term Incentive Plan (LTIP) to senior executives and managers of the Company for the three
months ended 30 June 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 each of the award recipients. 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 performance period.
When the scorecard is applied at the vesting date, 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.
Scorecard LTI Cash Settled Units
Under the terms of the LTIP, the Company granted awards equivalent to 716,536 Scorecard LTI
units during the three months ended 30 June 2011, which provide recipients a cash incentive
based on JHI SEs common stock price on the vesting date. The vesting of awards is measured on
individual
F-19
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
performance conditions based on certain performance measures. Compensation expense recognised
for awards are based on the fair market value of JHI SEs common stock on the date of grant and
recorded as a liability. The liability is adjusted for subsequent changes in JHI SEs common stock
price at each balance sheet date.
13. Operating Segment Information
The Company has reported its operating segment information in the format that the operating segment
information is available to and evaluated by senior management. USA and Europe Fibre Cement
manufactures fibre cement interior linings, exterior siding products and related accessories in the
United States; these products are sold in the United States, Canada and Europe. Asia Pacific Fibre
Cement includes all fibre cement manufactured in Australia, New Zealand and the Philippines and
sold in Australia, New Zealand, Asia, the Middle East, and various Pacific Islands. Research and
Development represents the cost incurred by the research and development centres.
Operating Segments
The following are the Companys operating segments and geographical information:
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
|
Three Months Ended 30 June |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
USA & Europe Fibre Cement |
|
$ |
219.8 |
|
|
$ |
233.0 |
|
Asia Pacific Fibre Cement |
|
|
93.8 |
|
|
|
85.4 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
313.6 |
|
|
$ |
318.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
|
Three Months Ended 30 June |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
USA & Europe Fibre Cement2 |
|
$ |
48.0 |
|
|
$ |
56.1 |
|
Asia Pacific Fibre Cement2 |
|
|
21.1 |
|
|
|
22.1 |
|
Research and Development2 |
|
|
(5.1 |
) |
|
|
(5.0 |
) |
|
|
|
|
|
|
|
Segments total |
|
|
64.0 |
|
|
|
73.2 |
|
General Corporate 3 |
|
|
(46.5 |
) |
|
|
53.8 |
|
|
|
|
|
|
|
|
Total operating income |
|
|
17.5 |
|
|
|
127.0 |
|
Net interest expense4 |
|
|
(1.0 |
) |
|
|
(1.1 |
) |
Other expense |
|
|
(1.5 |
) |
|
|
(4.4 |
) |
|
|
|
|
|
|
|
Worldwide total |
|
$ |
15.0 |
|
|
$ |
121.5 |
|
|
|
|
|
|
|
|
F-20
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
30 June |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2011 |
|
|
USA & Europe Fibre Cement |
|
$ |
752.2 |
|
|
$ |
752.0 |
|
Asia Pacific Fibre Cement |
|
|
244.6 |
|
|
|
235.0 |
|
Research and Development |
|
|
14.7 |
|
|
|
14.4 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,011.5 |
|
|
|
1,001.4 |
|
General Corporate5, 6 |
|
|
1,006.1 |
|
|
|
959.2 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
2,017.6 |
|
|
$ |
1,960.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
|
Three Months Ended 30 June |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
USA |
|
$ |
212.3 |
|
|
$ |
226.5 |
|
Australia |
|
|
71.6 |
|
|
|
63.3 |
|
New Zealand |
|
|
13.7 |
|
|
|
13.2 |
|
Other Countries |
|
|
16.0 |
|
|
|
15.4 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
313.6 |
|
|
$ |
318.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
30 June |
|
|
31 March |
|
(Millions of US dollars) |
|
2011 |
|
|
2011 |
|
|
USA |
|
$ |
750.2 |
|
|
$ |
752.1 |
|
Australia |
|
|
162.0 |
|
|
|
155.5 |
|
New Zealand |
|
|
49.3 |
|
|
|
45.8 |
|
Other Countries |
|
|
50.0 |
|
|
|
48.0 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,011.5 |
|
|
|
1,001.4 |
|
General Corporate5, 6 |
|
|
1,006.1 |
|
|
|
959.2 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
2,017.6 |
|
|
$ |
1,960.6 |
|
|
|
|
|
|
|
|
1 |
|
Export sales and inter-segmental sales are not significant. |
|
2 |
|
Research and development costs of US$2.1 million and US$2.6 million for the three
months ended 30 June 2011 and 2010, respectively, were expensed in the USA and Europe Fibre Cement
segment. Research and development costs of US$0.4 million and US$0.3 million for the three months
ended 30 June 2011 and 2010, respectively, were expensed in the Asia Pacific Fibre Cement segment.
Research and development costs of US$4.5 million and US$4.1 million for the three months ended 30
June 2011 and 2010, respectively, were expensed in the Research and Development segment. The
Research and Development segment also included selling, general and administrative expenses of
US$0.6 million and US$0.9 million for the three months ended 30 June 2011 and 2010, 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 |
|
F-21
James Hardie Industries SE and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
the Companys corporate offices. Included in General Corporate for the three months ended 30
June 2011 are unfavourable asbestos adjustments of US$38.2 million, AICF SG&A expenses of US$0.6
million and US$0.2 million related to the ASIC proceedings. Included in General Corporate for the
three months ended 30 June 2010 are favourable asbestos adjustments of US$63.1 million, AICF SG&A
expenses of US$0.4 million and ASIC expenses of US$0.6 million. |
|
4 |
|
The Company does not report net interest expense for each operating segment as
operating segments are not held directly accountable for interest expense. Included in net interest
expense is AICF interest income of US$0.5 million and US$0.6 million for the three months ended 30
June 2011 and 2010, respectively. See Note 7. |
|
5 |
|
The Company does not report deferred tax assets and liabilities for each operating
segment as operating segments are not held directly accountable for deferred income taxes. All
deferred income taxes are included in General Corporate. |
|
6 |
|
Asbestos-related assets at 30 June 2011 and 31 March 2011 are US$821.6 million and
US$819.7 million, respectively, and are included in the General Corporate segment. |
14. Comprehensive Income
Comprehensive income consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended 30 June |
|
(Millions of US dollars) |
|
2011 |
|
|
2010 |
|
|
Net income |
|
$ |
1.0 |
|
|
$ |
104.9 |
|
Unrealised gain on investments |
|
|
|
|
|
|
1.1 |
|
Currency translation adjustments |
|
|
0.6 |
|
|
|
(16.7 |
) |
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
1.6 |
|
|
$ |
89.3 |
|
|
|
|
|
|
|
|
F-22
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 SEC, on Forms
20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation memoranda
and prospectuses, in media releases and other written materials and in oral statements made by the
Companys officers, directors or employees to analysts, institutional investors, existing and
potential lenders, representatives of the media and others. Statements that are not historical
facts are forward-looking statements and such forward-looking statements are statements made
pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include:
|
|
statements about the Companys future performance; |
|
|
|
projections of the Companys results of operations or financial condition; |
|
|
|
statements regarding the Companys plans, objectives or goals, including those relating to
strategies, initiatives, competition, acquisitions, dispositions and/or our products; |
|
|
|
expectations concerning the costs associated with the suspension or closure of operations
at any of the Companys plants and future plans with respect to any such plants; |
|
|
|
expectations that the Companys credit facilities will be extended or renewed; |
|
|
|
expectations concerning dividend payments and share buy-back; |
|
|
|
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 Australian Securities and Investments
Commission (ASIC); |
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expectations about the timing and amount of contributions to the Asbestos Injuries
Compensation Fund (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
F-23
James Hardie Industries SE and Subsidiaries
may cause actual results, performance or other achievements to differ materially from the
anticipated results, performance or achievements expressed, projected or implied by these
forward-looking statements. These factors, some of which are discussed under Risk Factors in
Section 3 of the Form 20-F filed with the US Securities and Exchange Commission on 29 June 2011
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; 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; possible increases in
competition and the potential that competitors could copy the Companys 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 transfer of the Companys corporate
domicile from The Netherlands to Ireland to become an Irish SE including employee relations,
changes in corporate governance and potential tax benefits; currency exchange risks; dependence on
customer preference and the concentration of the Companys customer base on large format retail
customers, distributors and dealers; dependence on residential and commercial construction markets;
the effect of adverse changes in climate or weather patterns; possible inability to renew credit
facilities on terms favorable to the Company, or at all; acquisition or sale of businesses and
business segments; 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 you that the foregoing list of factors is not exhaustive and that other risks and
uncertainties may cause actual results to differ materially from those in forward-looking
statements. Forward-looking statements speak only as of the date they are made and are statements
of the Companys current expectations concerning future results, events and conditions.
F-24