Exhibit 99.5
James Hardie Industries N.V.
and Subsidiaries
Condensed Consolidated Financial Statements
as of and for the Period Ended 30 September 2008
James Hardie Industries N.V. and Subsidiaries
Index
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Page |
Item 1. Condensed Consolidated Financial Statements (Unaudited) |
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Report of Independent Registered Public Accounting Firm
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F-3 |
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Condensed Consolidated Balance Sheets as of 30 September 2008
and 31 March 2008
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F-4 |
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Condensed Consolidated Statements of Operations for the Three and Six Months
Ended 30 September 2008 and 2007
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F-5 |
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Condensed Consolidated Statements of Cash Flows for the Six Months
Ended 30 September 2008 and 2007
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F-7 |
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Condensed Consolidated Statements of Changes in Shareholders Equity for the
Six Months Ended 30 September 2008
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F-9 |
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Notes to Condensed Consolidated Financial Statements
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F-10 |
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Item 2. Quantitative and Qualitative Disclosures About Market Risk
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F-32 |
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
James Hardie Industries N.V.:
We have reviewed the accompanying condensed consolidated balance sheet of James Hardie Industries
N.V. and subsidiaries as of 30 September 2008, and the related condensed consolidated statements of
operations for the three-month and six-month periods ended 30 September 2008 and the condensed
consolidated statement of cash flows and statement of changes in shareholders equity (deficit) for
the six-month period ended 30 September 2008, as stated in US dollars. These financial statements
are the responsibility of the Companys management. The balance sheet of James Hardie Industries
N.V. and its subsidiaries as of 30 September 2007, and the condensed consolidated statements of
operations for the three-month and six-month periods ended 30 September 2007 and the condensed
consolidated statement of cash flows for the six-month period ended 30 September 2007 as stated in
US dollars were reviewed by other accountants whose report (dated November 12, 2007) stated that
they were not aware of any material modifications that should be made to those statements for them
to be in conformity with U.S. generally accepted accounting principles.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight
Board (United States). A review of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the
accompanying financial statements at 30 September 2008, and for the three-month and six-month
periods then ended for them to be in conformity with U.S. generally accepted accounting principles.
Ernst & Young LLP
Ernst & Young LLP
Orange County, California
14 November 2008
F-3
Item 1. Financial Statements
James Hardie Industries N.V. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
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(Millions of |
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(Millions of |
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US dollars) |
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Australian dollars) |
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30 September |
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31 March |
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30 September |
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31 March |
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2008 |
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2008 |
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2008 |
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2008 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
91.9 |
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$ |
35.4 |
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A$ |
114.7 |
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A$ |
38.6 |
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Restricted cash and cash equivalents |
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5.2 |
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5.0 |
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|
6.5 |
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5.5 |
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Restricted cash and cash equivalents Asbestos |
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21.9 |
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37.4 |
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27.3 |
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40.8 |
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Restricted short-term investments Asbestos |
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66.7 |
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77.7 |
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83.3 |
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84.7 |
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Accounts and notes receivable, net of
allowance for
doubtful accounts of $1.7 million (A$2.1
million) and
$2.0 million (A$2.2 million) as of 30
September 2008
and 31 March 2008, respectively |
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124.9 |
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131.4 |
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155.9 |
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143.3 |
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Inventories |
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152.4 |
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179.7 |
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190.2 |
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195.9 |
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Prepaid expenses and other current assets |
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43.4 |
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28.0 |
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54.2 |
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30.5 |
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Insurance receivable Asbestos |
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12.3 |
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14.1 |
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15.4 |
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15.4 |
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Workers compensation Asbestos |
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6.0 |
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6.9 |
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7.5 |
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7.5 |
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Deferred income taxes |
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15.6 |
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8.2 |
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19.5 |
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8.9 |
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Deferred income taxes Asbestos |
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15.8 |
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9.1 |
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19.7 |
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9.9 |
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Total current assets |
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556.1 |
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532.9 |
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694.2 |
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581.0 |
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Property, plant and equipment, net |
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723.2 |
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756.4 |
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902.6 |
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824.7 |
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Insurance receivable Asbestos |
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162.5 |
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194.3 |
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202.7 |
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211.8 |
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Workers compensation Asbestos |
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68.6 |
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78.5 |
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85.6 |
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85.6 |
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Deferred income taxes |
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5.8 |
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13.2 |
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7.2 |
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14.4 |
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Deferred income taxes Asbestos |
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334.7 |
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397.1 |
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417.7 |
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433.0 |
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Deposit with Australian Taxation Office |
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191.6 |
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205.8 |
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239.1 |
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224.4 |
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Other assets |
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1.2 |
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1.7 |
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1.5 |
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1.9 |
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Total assets |
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$ |
2,043.7 |
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$ |
2,179.9 |
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A$ |
2,550.6 |
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A$ |
2,376.8 |
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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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$ |
109.0 |
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$ |
107.6 |
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A$ |
136.0 |
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A$ |
117.3 |
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Short-term debt |
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104.7 |
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90.0 |
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130.7 |
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98.1 |
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Accrued payroll and employee benefits |
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32.8 |
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37.0 |
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|
40.9 |
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40.3 |
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Accrued product warranties |
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7.9 |
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|
6.9 |
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9.9 |
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7.5 |
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Income taxes payable |
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12.9 |
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13.0 |
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16.1 |
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14.2 |
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Asbestos liability |
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68.7 |
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|
78.7 |
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|
85.7 |
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|
85.8 |
|
Workers compensation Asbestos |
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6.0 |
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|
6.9 |
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7.5 |
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|
7.5 |
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Other liabilities |
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137.2 |
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9.1 |
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171.2 |
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9.9 |
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Total current liabilities |
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479.2 |
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349.2 |
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598.0 |
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380.6 |
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Long-term debt |
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161.5 |
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174.5 |
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201.6 |
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190.3 |
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Deferred income taxes |
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|
87.4 |
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84.2 |
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109.1 |
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91.8 |
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Accrued product warranties |
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12.5 |
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10.8 |
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15.6 |
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11.8 |
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Asbestos liability |
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1,265.9 |
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1,497.8 |
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1,579.9 |
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1,633.1 |
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Workers compensation Asbestos |
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68.6 |
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|
78.5 |
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85.6 |
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85.6 |
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Other liabilities |
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85.0 |
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187.5 |
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106.1 |
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204.4 |
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Total liabilities |
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2,160.1 |
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2,382.5 |
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A$ |
2,695.9 |
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A$ |
2,597.6 |
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Commitments and contingencies (Note 10) |
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Shareholdersdeficit: |
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Common stock, Euro 0.59 par value, 2.0 billion
shares authorised; 432,239,668 shares issued
at 30 September 2008 and 432,214,668
issued at 31 March 2008 |
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219.7 |
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219.7 |
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Additional paid-in capital |
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22.6 |
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19.3 |
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Accumulated deficit |
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(334.2 |
) |
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(454.5 |
) |
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Common stock in treasury, at cost, 708,695
shares
at 30 September 2008 and 31 March 2008 |
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(4.0 |
) |
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(4.0 |
) |
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Accumulated other comprehensive (loss) income |
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(20.5 |
) |
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16.9 |
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Total shareholdersdeficit |
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(116.4 |
) |
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(202.6 |
) |
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Total liabilities and shareholdersdeficit |
|
$ |
2,043.7 |
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$ |
2,179.9 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
James Hardie Industries N.V. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months |
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Six Months |
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Ended 30 September |
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Ended 30 September |
|
(Millions of US dollars, except per share data) |
|
2008 |
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|
2007 |
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|
2008 |
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|
2007 |
|
Net sales |
|
$ |
341.9 |
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|
$ |
390.1 |
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|
$ |
706.9 |
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$ |
814.5 |
|
Cost of goods sold |
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|
(228.7 |
) |
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(251.3 |
) |
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(469.7 |
) |
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(508.8 |
) |
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Gross profit |
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|
113.2 |
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|
138.8 |
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|
237.2 |
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|
305.7 |
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Selling, general and administrative expenses |
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|
(54.7 |
) |
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|
(58.1 |
) |
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|
(108.0 |
) |
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|
(113.6 |
) |
Research and development expenses |
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|
(7.1 |
) |
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|
(7.1 |
) |
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|
(14.4 |
) |
|
|
(13.4 |
) |
Asbestos adjustments |
|
|
140.8 |
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(28.9 |
) |
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|
100.3 |
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(59.0 |
) |
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Operating income |
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|
192.2 |
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|
44.7 |
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|
215.1 |
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|
|
119.7 |
|
Interest expense |
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|
(2.3 |
) |
|
|
(2.5 |
) |
|
|
(4.9 |
) |
|
|
(3.8 |
) |
Interest income |
|
|
2.6 |
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|
|
4.5 |
|
|
|
4.1 |
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|
6.3 |
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|
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|
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|
|
|
|
|
|
|
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|
Income before income taxes |
|
|
192.5 |
|
|
|
46.7 |
|
|
|
214.3 |
|
|
|
122.2 |
|
|
Income tax expense |
|
|
(39.0 |
) |
|
|
(27.6 |
) |
|
|
(59.4 |
) |
|
|
(64.0 |
) |
|
|
|
|
|
|
|
|
|
|
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|
Net income |
|
$ |
153.5 |
|
|
$ |
19.1 |
|
|
$ |
154.9 |
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|
$ |
58.2 |
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Net income per share basic |
|
$ |
0.36 |
|
|
$ |
0.04 |
|
|
$ |
0.36 |
|
|
$ |
0.12 |
|
|
Net income per share diluted |
|
$ |
0.35 |
|
|
$ |
0.04 |
|
|
$ |
0.36 |
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|
$ |
0.12 |
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|
Weighted average common shares outstanding
(Millions): |
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|
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|
|
|
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|
|
|
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|
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Basic |
|
|
432.2 |
|
|
|
467.2 |
|
|
|
432.2 |
|
|
|
467.3 |
|
Diluted |
|
|
433.0 |
|
|
|
468.3 |
|
|
|
433.1 |
|
|
|
468.5 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
James Hardie Industries N.V. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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|
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|
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|
|
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Three Months |
|
|
Six Months |
|
|
|
Ended 30 September |
|
|
Ended 30 September |
|
(Millions of Australian dollars, except per share data) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
Net sales |
|
A$ |
384.5 |
|
|
A$ |
459.7 |
|
|
A$ |
771.4 |
|
|
A$ |
970.0 |
|
Cost of goods sold |
|
|
(257.0 |
) |
|
|
(296.3 |
) |
|
|
(512.5 |
) |
|
|
(605.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
127.5 |
|
|
|
163.4 |
|
|
|
258.9 |
|
|
|
364.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
(61.3 |
) |
|
|
(68.6 |
) |
|
|
(117.8 |
) |
|
|
(135.3 |
) |
Research and development expenses |
|
|
(8.0 |
) |
|
|
(8.4 |
) |
|
|
(15.7 |
) |
|
|
(16.0 |
) |
Asbestos adjustments |
|
|
152.3 |
|
|
|
(34.1 |
) |
|
|
109.4 |
|
|
|
(70.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
210.5 |
|
|
|
52.3 |
|
|
|
234.8 |
|
|
|
142.5 |
|
Interest expense |
|
|
(6.9 |
) |
|
|
(2.9 |
) |
|
|
(5.3 |
) |
|
|
(4.5 |
) |
Interest income |
|
|
2.9 |
|
|
|
5.3 |
|
|
|
4.5 |
|
|
|
7.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
206.5 |
|
|
|
54.7 |
|
|
|
234.0 |
|
|
|
145.5 |
|
|
Income tax expense |
|
|
(43.2 |
) |
|
|
(32.4 |
) |
|
|
(64.8 |
) |
|
|
(76.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
A$ |
163.3 |
|
|
A$ |
22.3 |
|
|
A$ |
169.2 |
|
|
A$ |
69.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share basic |
|
A$ |
0.38 |
|
|
A$ |
0.05 |
|
|
A$ |
0.39 |
|
|
A$ |
0.15 |
|
|
Net income per share diluted |
|
A$ |
0.38 |
|
|
A$ |
0.05 |
|
|
A$ |
0.39 |
|
|
A$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
(Millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
432.2 |
|
|
|
467.2 |
|
|
|
432.2 |
|
|
|
467.3 |
|
Diluted |
|
|
433.0 |
|
|
|
468.3 |
|
|
|
433.1 |
|
|
|
468.5 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
James Hardie Industries N.V. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
Ended 30 September |
|
(Millions of US dollars) |
|
2008 |
|
|
2007 |
|
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
154.9 |
|
|
$ |
58.2 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and Amortisation |
|
|
28.6 |
|
|
|
27.7 |
|
Deferred income taxes |
|
|
2.9 |
|
|
|
30.7 |
|
Prepaid pension cost |
|
|
0.4 |
|
|
|
0.9 |
|
Stock-based compensation |
|
|
3.6 |
|
|
|
3.1 |
|
Asbestos adjustments |
|
|
(100.3 |
) |
|
|
59.0 |
|
Other |
|
|
|
|
|
|
(2.3 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents |
|
|
38.5 |
|
|
|
21.5 |
|
Payment to the AICF |
|
|
(27.4 |
) |
|
|
|
|
Accounts and notes receivable |
|
|
(2.5 |
) |
|
|
(3.6 |
) |
Inventories |
|
|
21.7 |
|
|
|
14.6 |
|
Prepaid expenses and other current assets |
|
|
(16.4 |
) |
|
|
(4.1 |
) |
Insurance receivable Asbestos |
|
|
8.3 |
|
|
|
9.4 |
|
Accounts payable and accrued liabilities |
|
|
5.9 |
|
|
|
41.5 |
|
Asbestos liability |
|
|
(48.9 |
) |
|
|
(31.2 |
) |
Deposit with Australian Taxation Office |
|
|
(13.5 |
) |
|
|
(3.7 |
) |
Other accrued liabilities and other liabilities |
|
|
37.5 |
|
|
|
9.3 |
|
|
|
|
|
|
|
|
Net cash
provided by operating activities |
|
|
93.3 |
|
|
|
231.0 |
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(9.4 |
) |
|
|
(24.2 |
) |
|
|
|
|
|
|
|
Net cash
used in investing activities |
|
|
(9.4 |
) |
|
|
(24.2 |
) |
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
|
14.7 |
|
|
|
10.0 |
|
Repayments of long-term borrowings |
|
|
(13.0 |
) |
|
|
(75.0 |
) |
Proceeds from issuance of shares |
|
|
0.1 |
|
|
|
2.2 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
0.2 |
|
Treasury stock purchased |
|
|
|
|
|
|
(47.1 |
) |
Dividends paid |
|
|
(34.6 |
) |
|
|
(70.7 |
) |
|
|
|
|
|
|
|
Net cash
used in financing activities |
|
|
(32.8 |
) |
|
|
(180.4 |
) |
|
|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
|
5.4 |
|
|
|
(27.4 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
56.5 |
|
|
|
(1.0 |
) |
Cash and
cash equivalents at beginning of period |
|
|
35.4 |
|
|
|
34.1 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
91.9 |
|
|
$ |
33.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
Cash at bank and on hand |
|
$ |
50.0 |
|
|
$ |
29.5 |
|
Short-term deposits |
|
|
41.9 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
91.9 |
|
|
$ |
33.1 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-7
James Hardie Industries N.V. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
Ended 30 September |
|
(Millions of Australian dollars) |
|
2008 |
|
|
2007 |
|
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
Net income |
|
A$ |
169.2 |
|
|
A$ |
69.3 |
|
Adjustments
to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and Amortisation |
|
|
31.2 |
|
|
|
33.0 |
|
Deferred income taxes |
|
|
3.2 |
|
|
|
36.6 |
|
Prepaid pension cost |
|
|
0.4 |
|
|
|
1.1 |
|
Stock-based compensation |
|
|
3.9 |
|
|
|
3.7 |
|
Asbestos adjustments |
|
|
(109.4 |
) |
|
|
70.3 |
|
Other |
|
|
|
|
|
|
(2.7 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents |
|
|
42.0 |
|
|
|
25.6 |
|
Payment to the AICF |
|
|
(29.9 |
) |
|
|
|
|
Accounts and notes receivable |
|
|
(2.7 |
) |
|
|
(4.3 |
) |
Inventories |
|
|
23.7 |
|
|
|
17.4 |
|
Prepaid expenses and other current assets |
|
|
(17.9 |
) |
|
|
(4.9 |
) |
Insurance receivable Asbestos |
|
|
9.1 |
|
|
|
11.2 |
|
Accounts payable and accrued liabilities |
|
|
6.4 |
|
|
|
49.4 |
|
Asbestos liability |
|
|
(53.4 |
) |
|
|
(37.2 |
) |
Deposit with Australian Taxation Office |
|
|
(14.7 |
) |
|
|
(4.4 |
) |
Other accrued liabilities and other liabilities |
|
|
40.9 |
|
|
|
11.1 |
|
|
|
|
|
|
|
|
Net cash
provided by operating activities |
|
|
102.0 |
|
|
|
275.2 |
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(10.3 |
) |
|
|
(28.8 |
) |
|
|
|
|
|
|
|
Net cash
used in investing activities |
|
|
(10.3 |
) |
|
|
(28.8 |
) |
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
|
16.0 |
|
|
|
11.9 |
|
Repayments of long-term borrowings |
|
|
(14.2 |
) |
|
|
(89.3 |
) |
Proceeds from issuance of shares |
|
|
0.1 |
|
|
|
2.6 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
0.2 |
|
Treasury stock purchased |
|
|
|
|
|
|
(56.1 |
) |
Dividends paid |
|
|
(37.8 |
) |
|
|
(84.2 |
) |
|
|
|
|
|
|
|
Net cash
used in financing activities |
|
|
(35.9 |
) |
|
|
(214.9 |
) |
|
|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
|
20.3 |
|
|
|
(36.3 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
76.1 |
|
|
|
(4.8 |
) |
Cash and cash equivalents at beginning of period |
|
|
38.6 |
|
|
|
42.3 |
|
|
|
|
|
|
|
|
Cash and
cash equivalents at end of period |
|
A$ |
114.7 |
|
|
A$ |
37.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
Cash at bank and on hand |
|
A$ |
62.4 |
|
|
A$ |
33.4 |
|
Short-term deposits |
|
|
52.3 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
A$ |
114.7 |
|
|
A$ |
37.5 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-8
James Hardie Industries N.V. and Subsidiaries
Condensed Consolidated Statements of Changes in Shareholders Equity
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Common |
|
|
Paid-in |
|
|
Accumulated |
|
|
Treasury |
|
|
Comprehensive |
|
|
|
|
|
(Millions of US dollars) |
|
Stock |
|
|
Capital |
|
|
Deficit |
|
|
Stock |
|
|
Income (Loss) |
|
|
Total |
|
|
Balances as of 31 March 2008 |
|
$ |
219.7 |
|
|
$ |
19.3 |
|
|
$ |
(454.5 |
) |
|
$ |
(4.0 |
) |
|
$ |
16.9 |
|
|
$ |
(202.6 |
) |
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
154.9 |
|
|
|
|
|
|
|
|
|
|
|
154.9 |
|
Pension and post-retirement benefit adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
0.4 |
|
Unrealised loss on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.4 |
) |
|
|
(1.4 |
) |
Foreign currency translation loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36.4 |
) |
|
|
(36.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37.4 |
) |
|
|
(37.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117.5 |
|
Stock-based compensation |
|
|
|
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.6 |
|
Tax benefit from stock options exercised |
|
|
|
|
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
Stock options exercised |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of 30 September 2008 |
|
$ |
219.7 |
|
|
$ |
22.6 |
|
|
$ |
(334.2 |
) |
|
$ |
(4.0 |
) |
|
$ |
(20.5 |
) |
|
$ |
(116.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-9
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed 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 NV and its current wholly owned subsidiaries and special purpose entities,
collectively referred to as either the Company or James Hardie and JHI NV, 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 2008.
The condensed consolidated financial statements included herein are unaudited; however, they
contain all normal recurring adjustments which, in the opinion of the Companys management, are
necessary to state fairly the consolidated financial position of the Company at 30 September 2008,
and the consolidated results of operations for the three months and six months ended 30 September
2008 and 2007 and consolidated cash flows for the six months ended 30 September 2008 and 2007. The
results of operations for the three months and six months ended 30 September 2008 are not
necessarily indicative of the results to be expected for the full year. The balance sheet at 31
March 2008 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.
The assets, liabilities, statements of operations and statements of cash flows of the Company have
been presented with accompanying Australian dollar (A$) convenience translations as the majority of
the Companys shareholder base is Australian. These A$ convenience translations are not prepared in
accordance with US GAAP and have not been audited. The exchange rates used to calculate the
convenience translations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
30 September |
|
(US$1 = A$) |
|
2008 |
|
|
2008 |
|
|
2007 |
|
|
Assets and liabilities |
|
|
1.0903 |
|
|
|
1.2480 |
|
|
|
n/a |
|
Statements of operations |
|
|
n/a |
|
|
|
1.0912 |
|
|
|
1.1909 |
|
Cash flows beginning cash |
|
|
n/a |
|
|
|
1.0903 |
|
|
|
1.2395 |
|
Cash flows ending cash |
|
|
n/a |
|
|
|
1.2480 |
|
|
|
1.1323 |
|
Cash flows current period movements |
|
|
n/a |
|
|
|
1.0912 |
|
|
|
1.1909 |
|
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 equity.
F-10
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated financial Statements
(Unaudited)
Earnings Per Share
The Company is required to disclose 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 income per share are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended 30 September |
|
|
Ended 30 September |
|
(Millions of shares) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
Basic common shares outstanding |
|
|
432.2 |
|
|
|
467.2 |
|
|
|
432.2 |
|
|
|
467.3 |
|
Dilutive effect of stock options |
|
|
0.8 |
|
|
|
1.1 |
|
|
|
0.9 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
433.0 |
|
|
|
468.3 |
|
|
|
433.1 |
|
|
|
468.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(US dollars) |
|
2008 |
| |
2007 |
| |
2008 |
| |
2007 |
|
|
|
|
Net income per share basic |
|
$ |
0.36 |
|
|
$ |
0.04 |
|
|
$ |
0.36 |
|
|
$ |
0.12 |
|
Net income per share diluted |
|
$ |
0.35 |
|
|
$ |
0.04 |
|
|
$ |
0.36 |
|
|
$ |
0.12 |
|
Potential common shares of 19.2 million and 10.3 million for the three months ended 30 September
2008 and 2007, and 19.0 million and 10.0 million for the six months ended 30 September 2008 and
2007, respectively, have been excluded from the calculation of diluted common shares outstanding
because the effect of their inclusion would be anti-dilutive.
Advertising
The Company expenses the production costs of advertising the first time the advertising takes
place. Advertising expense was US$3.1 million and US$1.9 million during the three months ended 30
September 2008 and 2007, respectively, and US$6.6 million and US$5.9 million for the six months
ended 30 September 2008 and 2007, respectively.
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 asbestos provision of US$715.6 million was based on the terms of the Original FFA,
which included an actuarial estimate prepared by KPMG Actuaries as of 31 March 2006 of the
projected future cash outflows, undiscounted and uninflated, and the anticipated tax deduction
arising from Australian legislation which came into force on 6 April 2006. The amount represented
the net economic impact that the Company was prepared to assume as a result of its voluntary
funding of the asbestos liability which was under negotiation with various parties.
In February 2007, the shareholders approved the Amended FFA entered into on 21 November 2006 to
provide long-term funding to the Asbestos Injury 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 Liable Entities)) are found
liable.
Upon shareholder approval of the Amended FFA, in accordance with Financial Accounting Standards
Board (FASB) Interpretation No. 46R, the Company consolidated the AICF with the Company resulting
in a separate recognition of the asbestos liability and certain other items including the related
Australian
F-11
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated financial Statements
(Unaudited)
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 Companys Performing Subsidiary
will be able to claim a taxable deduction for contributions to the asbestos fund. For the year
ended 31 March 2007, the Company classified the expense related to the increase of the asbestos
liability as asbestos adjustments and the Company classified the benefit related to the recording
of the related deferred tax asset as an income tax benefit (expense) on its consolidated statements
of operations.
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 Liable Entities were transferred to the AICF. The Company appoints three of the AICF
directors and the NSW state government appoints two of the AICF directors. The AICF manages
Australian asbestos-related personal injury claims made against the Liable Entities, and makes
compensation payments in respect of those proven claims.
AICF
Under the terms of the Amended FFA, James Hardie 117 Pty Ltd (the Performing Subsidiary) has a
contractual liability to make payments to the AICF. This funding to the AICF results in the Company
having a pecuniary interest in the AICF. The interest 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 Liable Entities. Due to the
Companys variable interest in the AICF, it consolidates the AICF in accordance with FASB,
Interpretation No. 46R, Consolidation of Variable Interest Entities.
The AICF has operating costs that are claims related and non-claims related. Claims related costs
incurred by the AICF are treated as reductions to the accrued asbestos liability balances
previously reflected in the consolidated balance sheets. Non-claims related operating costs
incurred by the AICF are expensed as incurred in the line item Selling, general and administrative
expenses in the 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.
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 commonly
referred to by the Company as Asbestos-Related Assets and Liabilities and include:
Asbestos
Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of projected future cash flows prepared by KPMG Actuaries. Based on KPMG Actuaries assumptions,
KPMG Actuaries arrived at a range of possible total cash flows and proposed a central estimate
which is intended to reflect an expected outcome. The Company views the central estimate as the
basis for recording the asbestos liability in the Companys financial statements, which under US
GAAP, it considers the best estimate under SFAS No. 5. 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 is 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.
F-12
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated financial Statements
(Unaudited)
Insurance
Receivable
There are various insurance policies and insurance companies with exposure to the asbestos claims.
The insurance receivable determined by KPMG Actuaries reflects the recoveries expected from all
such policies based on the expected pattern of claims against such policies less an allowance for
credit risk based on credit agency ratings. The insurance receivable generally includes these cash
flows as undiscounted and uninflated on the basis that it is inappropriate to discount or inflate
future cash flows when the timing and amounts of such cash flows are not fixed or readily
determinable. The Company only records insurance receivables that it deems to be probable.
Included in insurance receivable is US$11.7 million recorded on a discounted basis because the
timing of the recoveries has been agreed with the insurer.
Adjustments in insurance receivable due to changes in the actuarial estimate, or changes in the
Companys assessment of recoverability are reflected in the consolidated statements of operations
during the period in which they occur. Insurance recoveries are treated as a reduction in the
insurance receivable balance.
Workers Compensation
Workers compensation claims are claims made by former employees of the Liable Entities. Such
past, current and future reported claims were insured with various insurance companies and the
various Australian State-based workers compensation schemes (collectively workers compensation
schemes or policies). An estimate of the liability related to workers compensation claims is
prepared by KPMG Actuaries as part of the annual actuarial assessment. This estimate contains two
components, amounts that will be met by a workers compensation scheme or policy, and amounts that
will be met by the Liable Entities.
The portion of the KPMG Actuaries estimate that is expected to be met by the Liable Entities 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 KPMG Actuaries estimate that is expected to be met by the workers compensation
schemes or policies of the Liable Entities 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.
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.
F-13
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated financial Statements
(Unaudited)
AICF Other Assets and Liabilities
Other assets and liabilities of the AICF, including fixed assets, trade receivables and payables
are included on the consolidated balance sheets under the appropriate captions and their use is
restricted to the operations of the AICF.
Deferred Income Taxes
The Performing Subsidiary is able to claim a taxation deduction for its contributions to the AICF
over a five-year period from the date of contribution. Consequently, a deferred tax asset has been
recognised equivalent to the anticipated tax benefit over the life of the Amended FFA.
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
Business Combinations
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No.
141R), which replaces SFAS No. 141. The statement establishes principles and requirements for how
the acquirer in a business combination recognises and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any controlling interest; recognises and
measures the goodwill acquired in the business combination or a gain from a bargain purchase; and
determines what information to disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. The provisions of SFAS No. 141R are
effective for the Company for business combinations for which the acquisition date is on or after 1
April 2009. The Company is currently evaluating the impact that adopting SFAS No. 141R will have on
its financial statements.
Noncontrolling
Interests in Consolidated Financial Statements an amendment to ARB No. 51
In December 2007, the FASB approved the issuance of SFAS No. 160 Noncontrolling Interests in
Consolidated Financial Statements an amendment to ARB No. 51 (SFAS No. 160). SFAS No. 160
establishes accounting and reporting standards that require the ownership interest in subsidiaries
held by parties other than the entity be clearly identified and presented in the Consolidated
Balance Sheets within equity, but separate from the entitys equity; the amount of consolidated net
income attributable to the entity and the noncontrolling interest be clearly identified and
presented on the face of the Consolidated Statement of Earnings; and changes in the entitys
ownership interest while the entity retains its controlling financial interest in its subsidiary be
accounted for consistently. The provisions of SFAS No. 160 are effective for the Company on 1 April
2009. The Company is currently evaluating the impact that adopting SFAS No. 160 will have on its
financial statements.
Disclosures
about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities (SFAS No. 161). SFAS No. 161 is intended to improve financial reporting of derivative
instruments and hedging activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entitys financial position, financial performance, and cash flows.
SFAS No. 161 is effective for the Company 1 April 2009. The Company is currently evaluating the
impact that adopting SFAS No. 161 will have on its financial statements.
F-14
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated financial Statements
(Unaudited)
Hierarchy
of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS No. 162 The Hierarchy of Generally Accepted Accounting
Principles (SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with U.S. GAAP. This statement shall be
effective 60 days following the Securities Exchange and Commissions approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. The adoption of SFAS No. 162 is not
expected to have a material impact on the Companys financial statements.
3. Fair Value Measurements
On 1 April 2008, the Company adopted SFAS No. 157 Fair Value Measurements (SFAS No. 157). This
standard defines fair value, establishes a framework for measuring fair value and expands
disclosure requirements about fair value measurements. SFAS No. 157 defines fair value as the
prices that would need to be received to sell an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. The fair value hierarchy
prescribed by SFAS No. 157 contains three levels as follows:
Level 1 Unadjusted quoted prices that are available in active markets for the identical assets or
liabilities at the measurement date.
Level 2 Other observable inputs available at the measurement date, other than the quoted prices
included in Level 1, either directly or indirectly, including:
|
§ |
|
quoted prices for similar assets or liabilities in active markets; |
|
|
§ |
|
quoted prices for identical or similar assets in non-active markets; |
|
|
§ |
|
inputs other than quoted prices that are observable for the asset or liability; and |
|
|
§ |
|
inputs derived principally from or corroborated by other observable market data. |
Level 3 Unobservable inputs that cannot be corroborated by
observable market data and reflect the use of significant management
judgment. These values are generally determined using pricing models
for which the assumptions utilise managements estimates of market
participant assumptions.
The following table sets forth by level within the fair value
hierarchy, the Companys financial assets and liabilities that were
accounted for at the fair value on a recurring basis at 30 September
2008 according to the valuation techniques we used to determine
their fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Fair Value at |
|
|
Using Inputs Considered as |
|
(Millions of US Dollars) |
|
30 September 2008 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
91.9 |
|
|
$ |
91.9 |
|
|
$ |
|
|
|
$ |
|
|
Restricted cash and cash
equivalents |
|
|
27.1 |
|
|
|
27.1 |
|
|
|
|
|
|
|
|
|
Restricted short-term investments |
|
|
66.7 |
|
|
|
66.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
185.7 |
|
|
$ |
185.7 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-15
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
4. Inventories
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2008 |
|
|
2008 |
|
|
Finished goods |
|
$ |
98.1 |
|
|
$ |
127.4 |
|
Work-in-process |
|
|
6.6 |
|
|
|
8.4 |
|
Raw materials and supplies |
|
|
54.1 |
|
|
|
51.0 |
|
Provision for obsolete finished goods and raw materials |
|
|
(6.4 |
) |
|
|
(7.1 |
) |
|
|
|
|
|
|
|
Total inventories |
|
$ |
152.4 |
|
|
$ |
179.7 |
|
|
|
|
|
|
|
|
5. Property, Plant and Equipment
Property, plant and equipment consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
Construction |
|
|
|
|
(Millions of US dollars) |
|
Land |
|
|
Buildings |
|
|
Equipment |
|
|
in Progress |
|
|
Total |
|
|
Balance at 1 April 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
$ |
17.2 |
|
|
$ |
208.9 |
|
|
$ |
840.5 |
|
|
$ |
82.4 |
|
|
$ |
1,149.0 |
|
Accumulated depreciation |
|
|
|
|
|
|
(52.0 |
) |
|
|
(340.6 |
) |
|
|
|
|
|
|
(392.6 |
) |
| |
|
Net book value |
|
|
17.2 |
|
|
|
156.9 |
|
|
|
499.9 |
|
|
|
82.4 |
|
|
|
756.4 |
|
Changes in net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
0.7 |
|
|
|
0.2 |
|
|
|
18.0 |
|
|
|
(9.5 |
) |
|
|
9.4 |
|
Depreciation |
|
|
|
|
|
|
(4.8 |
) |
|
|
(23.8 |
) |
|
|
|
|
|
|
(28.6 |
) |
Other movements |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
Foreign
currency translation adjustments |
|
|
|
|
|
|
|
|
(13.9 |
) |
|
|
|
|
|
|
(13.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes |
|
|
0.7 |
|
|
|
(4.6 |
) |
|
|
(19.8 |
) |
|
|
(9.5 |
) |
|
|
(33.2 |
) |
Balance at 30 September 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
17.9 |
|
|
|
209.1 |
|
|
|
844.5 |
|
|
|
72.9 |
|
|
|
1,144.4 |
|
Accumulated depreciation |
|
|
|
|
|
|
(56.8 |
) |
|
|
(364.4 |
) |
|
|
|
|
|
|
(421.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
17.9 |
|
|
$ |
152.3 |
|
|
$ |
480.1 |
|
|
$ |
72.9 |
|
|
$ |
723.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction in progress consists of plant expansions and upgrades.
6. Other Current Liabilities
Current other liabilities consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2008 |
|
|
2008 |
|
|
Uncertain tax positions |
|
$ |
116.0 |
|
|
$ |
|
|
Other |
|
|
21.2 |
|
|
|
9.1 |
|
|
|
|
|
|
|
|
Total current other liabilities |
|
$ |
137.2 |
|
|
$ |
9.1 |
|
|
|
|
|
|
|
|
F-16
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
7. Operating Segment Information and Concentrations of Risk
The Company has reported its operating segment information in the format that the operating segment
information is available to and evaluated by the Managing Board of Directors. USA and Europe Fibre
Cement manufactures fibre cement interior linings, exterior siding and related accessories products
in the United States; these products are sold in the United States, Canada and Europe. Asia Pacific
Fibre Cement includes all fibre cement manufactured in Australia, New Zealand and the Philippines
and sold in Australia, New Zealand and Asia. Research and Development represents the cost incurred
by the research and development centres. 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 the operation of its pipe
business in the United States. The Companys operating segments are strategic operating units that
are managed separately due to their different products and/or geographical location.
Operating Segments
The following are the Companys operating segments and geographical information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
Net Sales to Customers1 |
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended 30 September |
|
|
Ended 30 September |
|
(Millions of US dollars) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
USA & Europe Fibre Cement |
|
$ |
263.0 |
|
|
$ |
314.0 |
|
|
$ |
544.7 |
|
|
$ |
667.2 |
|
Asia Pacific Fibre Cement |
|
|
78.9 |
|
|
|
76.1 |
|
|
|
162.2 |
|
|
|
147.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
341.9 |
|
|
$ |
390.1 |
|
|
$ |
706.9 |
|
|
$ |
814.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
Income Before Income Taxes |
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended 30 September |
|
|
Ended 30 September |
|
(Millions of US dollars) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
USA & Europe Fibre Cement |
|
$ |
61.1 |
|
|
$ |
82.4 |
|
|
$ |
126.7 |
|
|
$ |
195.5 |
|
Asia Pacific Fibre Cement |
|
|
14.1 |
|
|
|
12.4 |
|
|
|
29.9 |
|
|
|
24.8 |
|
Research and Development |
|
|
(5.0 |
) |
|
|
(4.8 |
) |
|
|
(10.0 |
) |
|
|
(8.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segments total |
|
|
70.2 |
|
|
|
90.0 |
|
|
|
146.6 |
|
|
|
211.4 |
|
General Corporate2 |
|
|
122.0 |
|
|
|
(45.3 |
) |
|
|
68.5 |
|
|
|
(91.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
|
192.2 |
|
|
|
44.7 |
|
|
|
215.1 |
|
|
|
119.7 |
|
Net interest income (expense)3 |
|
|
0.3 |
|
|
|
2.0 |
|
|
|
(0.8 |
) |
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
192.5 |
|
|
$ |
46.7 |
|
|
$ |
214.3 |
|
|
$ |
122.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-17
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2008 |
|
|
2008 |
|
|
USA & Europe Fibre Cement |
|
$ |
805.8 |
|
|
$ |
846.4 |
|
Asia Pacific Fibre Cement |
|
|
200.8 |
|
|
|
218.3 |
|
Research and Development |
|
|
12.8 |
|
|
|
13.9 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,019.4 |
|
|
|
1,078.6 |
|
General Corporate4 |
|
|
1,024.3 |
|
|
|
1,101.3 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
2,043.7 |
|
|
$ |
2,179.9 |
|
|
|
|
|
|
|
|
Geographic Areas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales to Customers1 |
|
|
Net Sales to Customers1 |
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended 30 September |
|
|
Ended 30 September |
|
(Millions of US dollars) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
USA |
|
$ |
257.8 |
|
|
$ |
310.0 |
|
|
$ |
534.9 |
|
|
$ |
659.1 |
|
Australia |
|
|
58.1 |
|
|
|
51.3 |
|
|
|
116.6 |
|
|
|
98.1 |
|
New Zealand |
|
|
13.4 |
|
|
|
16.3 |
|
|
|
30.6 |
|
|
|
33.6 |
|
Other Countries |
|
|
12.6 |
|
|
|
12.5 |
|
|
|
24.8 |
|
|
|
23.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
341.9 |
|
|
$ |
390.1 |
|
|
$ |
706.9 |
|
|
$ |
814.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable Assets |
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2008 |
|
|
2008 |
|
|
USA |
|
$ |
805.0 |
|
|
$ |
846.6 |
|
Australia |
|
|
122.2 |
|
|
|
139.0 |
|
New Zealand |
|
|
30.4 |
|
|
|
26.1 |
|
Other Countries |
|
|
61.8 |
|
|
|
66.9 |
|
|
|
|
|
|
|
|
Segments total |
|
|
1,019.4 |
|
|
|
1,078.6 |
|
General Corporate4 |
|
|
1,024.3 |
|
|
|
1,101.3 |
|
|
|
|
|
|
|
|
Worldwide total |
|
$ |
2,043.7 |
|
|
$ |
2,179.9 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Export sales and inter-segmental sales are not significant. |
|
2 |
|
The principal components of General Corporate are officer and employee
compensation and related benefits; professional and legal fees; administrative costs; and
rental expense, net of rental income, on the Companys corporate offices. Included in
General Corporate for the three months ended 30 September 2008 are favourable asbestos
adjustments of US$140.8 million and AICF SG&A expenses of US$0.3 million. Included in
General Corporate for the three months ended 30 September 2007 are unfavourable asbestos
adjustments of US$28.9 million and AICF |
F-18
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
SG&A expenses of US$1.1 million. Included in
General Corporate for the six months ended 30 September 2008 are favourable asbestos
adjustments of US$100.3 million and AICF SG&A expenses of US$0.9 million. Included in
General Corporate for the six months ended 30 September 2007 are unfavourable asbestos adjustments of US$59.0 million and AICF SG&A
expenses of US$1.7 million. |
|
3 |
|
Included in net interest income (expense) for the three and six months ended 30
September 2008 is AICF interest income of US$2.3 million and US$3.2 million, respectively.
Included in net interest income (expense) for the three and six months ended 30 September
2007 is AICF interest income of US$2.6 million and US$4.2 million, respectively. |
|
4 |
|
Asbestos-related assets at 30 September 2008 and 31 March 2008 are US$689.7
million and US$817.1 million, respectively, and are included in the General Corporate
segment. |
8. Accumulated Other Comprehensive (Loss) Income
Accumulated other comprehensive (loss) income consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2008 |
|
|
2008 |
|
|
Pension and post-retirement benefit adjustments
(net of US$1.0 million tax benefit) |
|
$ |
(1.7 |
) |
|
$ |
(2.1 |
) |
Unrealised loss on restricted short-term investments |
|
|
(5.8 |
) |
|
|
(4.4 |
) |
Foreign currency translation adjustments |
|
|
(13.0 |
) |
|
|
23.4 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive (loss) income |
|
$ |
(20.5 |
) |
|
$ |
16.9 |
|
|
|
|
|
|
|
|
9. Asbestos
The Amended FFA to provide long-term funding to the AICF was approved by shareholders in February
2007. The accounting policies utilised by the Company to account for the Amended FFA are described
in Note 2, Summary of Significant Accounting Policies.
Asbestos Adjustments
The asbestos adjustments included in the consolidated statements of operations comprise the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended 30 September |
|
|
Ended 30 September |
|
(Millions of US dollars) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
Effect of foreign exchange |
|
|
140.8 |
|
|
|
(27.0 |
) |
|
|
100.3 |
|
|
|
(60.2 |
) |
Other adjustments |
|
|
|
|
|
|
(1.9 |
) |
|
|
|
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Asbestos Adjustments |
|
$ |
140.8 |
|
|
$ |
(28.9 |
) |
|
$ |
100.3 |
|
|
$ |
(59.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
F-19
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 commonly referred to by the
Company as the Net Amended FFA Liability.
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2008 |
|
|
2008 |
|
|
Asbestos liability current |
|
$ |
(68.7 |
) |
|
$ |
(78.7 |
) |
Asbestos liability non-current |
|
|
(1,265.9 |
) |
|
|
(1,497.8 |
) |
|
|
|
|
|
|
|
Asbestos liability Total |
|
|
(1,334.6 |
) |
|
|
(1,576.5 |
) |
|
|
|
|
|
|
|
|
|
Insurance receivable current |
|
|
12.3 |
|
|
|
14.1 |
|
Insurance receivable non-current |
|
|
162.5 |
|
|
|
194.3 |
|
|
|
|
|
|
|
|
Insurance receivable Total |
|
|
174.8 |
|
|
|
208.4 |
|
|
|
|
|
|
|
|
|
|
Workers compensation asset current |
|
|
6.0 |
|
|
|
6.9 |
|
Workers compensation asset non-current |
|
|
68.6 |
|
|
|
78.5 |
|
Workers compensation liability current |
|
|
(6.0 |
) |
|
|
(6.9 |
) |
Workers compensation liability non-current |
|
|
(68.6 |
) |
|
|
(78.5 |
) |
|
|
|
|
|
|
|
Workers compensation Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes current |
|
|
15.8 |
|
|
|
9.1 |
|
Deferred income taxes non-current |
|
|
334.7 |
|
|
|
397.1 |
|
|
|
|
|
|
|
|
Deferred income taxes Total |
|
|
350.5 |
|
|
|
406.2 |
|
|
|
|
|
|
|
|
|
|
Income tax payable (reduction in income tax payable) |
|
|
22.2 |
|
|
|
20.4 |
|
Other net liabilities |
|
|
(2.7 |
) |
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
Net Amended FFA liability |
|
|
(789.8 |
) |
|
|
(944.9 |
) |
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investment assets of the AICF |
|
|
88.6 |
|
|
|
115.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded Net Amended FFA liability |
|
$ |
(701.2 |
) |
|
$ |
(829.8 |
) |
|
|
|
|
|
|
|
F-20
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Asbestos Liability
The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial estimate
of the projected future asbestos-related cash flows prepared by KPMG Actuaries. The asbestos
liability also includes an allowance for the future claims-handling costs of the AICF. The Company
receives an updated actuarial estimate as of 31 March each year. The last actuarial assessment was
performed as of 31 March 2008.
The changes in the asbestos liability for the six months ended 30 September 2008 are detailed in
the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ Millions |
|
|
|
Millions |
|
|
rate |
|
|
|
|
|
|
Asbestos liability 31 March 2008 |
|
A$ |
(1,718.9 |
) |
|
|
1.0903 |
|
|
$ |
(1,576.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos claims paid1 |
|
|
51.6 |
|
|
|
1.0912 |
|
|
|
47.3 |
|
AICF claims-handling costs incurred1 |
|
|
1.7 |
|
|
|
1.0912 |
|
|
|
1.6 |
|
Effect of foreign exchange |
|
|
|
|
|
|
|
|
|
|
193.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos liability 30 September 2008 |
|
A$ |
(1,665.6 |
) |
|
|
1.2480 |
|
|
$ |
(1,334.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Insurance Receivable Asbestos
The changes in the insurance receivable for the six months ended 30 September 2008 are detailed in
the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ Millions |
|
|
|
Millions |
|
|
rate |
|
|
|
|
|
|
Insurance receivable 31 March 2008 |
|
A$ |
227.2 |
|
|
|
1.0903 |
|
|
$ |
208.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance recoveries1 |
|
|
(9.1 |
) |
|
|
1.0912 |
|
|
|
(8.3 |
) |
Effect of foreign exchange |
|
|
|
|
|
|
|
|
|
|
(25.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
Insurance receivable 30 September 2008 |
|
A$ |
218.1 |
|
|
|
1.2480 |
|
|
$ |
174.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes Asbestos
The changes in the deferred income taxes asbestos for the six months ended 30 September 2008 are
detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ Millions |
|
|
|
Millions |
|
|
rate |
|
|
|
|
|
|
Deferred tax assets 31 March 2008 |
|
A$ |
442.9 |
|
|
|
1.0903 |
|
|
$ |
406.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts offset against income tax payable1 |
|
|
(5.5 |
) |
|
|
1.0912 |
|
|
|
(5.0 |
) |
Effect of foreign exchange |
|
|
|
|
|
|
|
|
|
|
(50.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets 30 September 2008 |
|
A$ |
437.4 |
|
|
|
1.2480 |
|
|
$ |
350.5 |
|
|
|
|
|
|
|
|
|
|
|
|
F-21
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Income Tax Payable
A portion of the deferred income tax asset is applied against the Companys income tax payable. At
30 September 2008 and 31 March 2008, this amount was US$22.2 million and US$20.4 million,
respectively. During the six months ended 30 September 2008, there was a US$3.2 million
unfavourable effect of foreign exchange.
Other Net Liabilities
Other net liabilities include a provision for asbestos-related education and medical research
contributions of US$2.9 million at 30 September 2008. Also included in other net liabilities are
the other assets and liabilities of the AICF including trade receivables, prepayments, fixed
assets, trade payables and accruals. These other assets and liabilities of the AICF were a net
asset of US$0.2 million at 30 September 2008. During the six months ended 30 September 2008, there
was a US$0.3 million favourable effect of foreign exchange on the other net liabilities.
Restricted Cash and Short-term Investments of the AICF
Cash and cash equivalents and short-term investments of the AICF are reflected as restricted assets
as these assets are restricted for use in the settlement of asbestos claims and payment of the
operating costs of the AICF. During the six months ended 30 September 2008, no short-term
investments were purchased or sold.
The changes in the restricted cash and short-term investments of the AICF for the six months ended
30 September 2008 are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$ |
|
|
A$ to US$ |
|
|
US$ Millions |
|
|
|
Millions |
|
|
rate |
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investments 31 March 2008 |
|
A$ |
125.5 |
|
|
|
1.0903 |
|
|
$ |
115.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos claims paid1 |
|
|
(51.6 |
) |
|
|
1.0912 |
|
|
|
(47.3 |
) |
Payment received in accordance with AFFA on 1 July 20082 |
|
|
28.7 |
|
|
|
1.0468 |
|
|
|
27.4 |
|
AICF operating costs paid claims-handling1 |
|
|
(1.7 |
) |
|
|
1.0912 |
|
|
|
(1.6 |
) |
AICF operating costs paid non claims-handling1 |
|
|
(1.0 |
) |
|
|
1.0912 |
|
|
|
(0.9 |
) |
Insurance recoveries1 |
|
|
9.1 |
|
|
|
1.0912 |
|
|
|
8.3 |
|
Interest and investment income1 |
|
|
3.5 |
|
|
|
1.0912 |
|
|
|
3.2 |
|
Unrealised gain on investments1 |
|
|
(1.5 |
) |
|
|
1.0912 |
|
|
|
(1.4 |
) |
Other1 |
|
|
(0.4 |
) |
|
|
1.0912 |
|
|
|
(0.4 |
) |
Effect of foreign exchange |
|
|
|
|
|
|
|
|
|
|
(13.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents and restricted
short-term investments 30 September 2008 |
|
A$ |
110.6 |
|
|
|
1.2480 |
|
|
$ |
88.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 1 July 2008 is used to convert the Australian dollar amount
to US dollars as the payment was made on that date. |
F-22
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Claims Data
The AICF provides compensation payments for Australian asbestos-related personal injury claims
against the Liable Entities. The claims data in this section are only reflective of these
Australian asbestos-related personal injury claims against the Liable Entities.
The following table, provided by KPMG Actuaries, shows the activity related to the numbers of open
claims, new claims and closed claims during each of the past five years and the average settlement
per settled claim and case closed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended |
|
For the Year Ended 31 March |
|
|
30 September 2008 |
|
2008 |
|
|
2007 |
|
|
20061 |
|
|
2005 |
|
|
Number of open claims at beginning of period |
|
|
523 |
|
|
|
490 |
|
|
|
564 |
|
|
|
712 |
|
|
|
687 |
|
Number of new claims |
|
|
310 |
|
|
|
552 |
|
|
|
463 |
|
|
|
346 |
|
|
|
489 |
|
Number of closed claims |
|
|
320 |
|
|
|
519 |
|
|
|
537 |
|
|
|
502 |
|
|
|
464 |
|
Number of open claims at end of period |
|
|
513 |
|
|
|
523 |
|
|
|
490 |
|
|
|
556 |
|
|
|
712 |
|
Average settlement amount per settled claim |
|
A$ |
174,900 |
|
|
A$ |
147,349 |
|
|
A$ |
166,164 |
|
|
A$ |
151,883 |
|
|
A$ |
157,594 |
|
Average settlement amount per case closed |
|
A$ |
157,957 |
|
|
A$ |
126,340 |
|
|
A$ |
128,723 |
|
|
A$ |
122,535 |
|
|
A$ |
136,536 |
|
Average settlement amount per settled claim |
|
US$ |
160,282 |
|
|
US$ |
128,096 |
|
|
US$ |
127,163 |
|
|
US$ |
114,318 |
|
|
US$ |
116,572 |
|
Average settlement amount per case closed |
|
US$ |
144,755 |
|
|
US$ |
109,832 |
|
|
US$ |
98,510 |
|
|
US$ |
92,229 |
|
|
US$ |
100,996 |
|
|
|
|
1 |
|
Information includes claims data for only 11 months ended 28 February 2006. Claims data for the 12 months ended 31 March 2006 were not available at the time the Companys financial statements were prepared. |
Under the terms of the Amended FFA, the Company has obtained rights of access to actuarial
information produced for the AICF by the actuary appointed by the AICF (the Approved Actuary).
The Companys future disclosures with respect to claims statistics are subject to it obtaining such
information from the Approved Actuary. The Company has had no general right (and has not obtained
any right under the Amended FFA) to audit or otherwise require independent verification of such
information or the methodologies to be adopted by the Approved Actuary. As such, the Company will
need to rely on the accuracy and completeness of the information and analysis of the Approved
Actuary when making future disclosures with respect to claims statistics.
10. Commitment and Contingencies
ASIC Proceedings
In February 2007, the Australian Securities and Investments Commission (ASIC) commenced civil
proceedings in the Supreme Court of New South Wales (the Court) against the Company, ABN 60 and
ten then-present or former officers and directors of the James Hardie Group. While the subject
matter of the allegations varies between the individual defendants, the allegations against the
Company are 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.
F-23
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
In the proceedings, ASIC seeks:
|
|
|
declarations regarding the alleged contraventions; |
|
|
|
|
orders for pecuniary penalties in such amount as the Court thinks fit up to the limits
specified in the Corporations Act; |
|
|
|
|
orders that former James Hardie group directors or officers Michael Brown, Michael
Gillfillan, Meredith Hellicar, Martin Koffel, Peter Macdonald, Philip Morley, Geoffrey
OBrien, Peter Shafron, Gregory Terry and Peter Willcox be prohibited from managing an
Australian corporation for such period as the Court thinks fit; and |
|
|
|
|
its costs of the proceedings. |
The Company is defending each of the allegations made by ASIC and the orders sought against it in
the proceedings, as are the other former directors and officers.
ASIC had previously sought an order that the Company execute a deed of indemnity in favour of ABN
60 providing that the Company indemnify ABN 60 for an amount up to a maximum of A$1.9 billion, for
such amount as ABN 60, or its directors, considered, after giving careful consideration, was
necessary to ensure that ABN 60 was able to pay its debts, as and when they fell due, and for such
amount as ABN 60, or its directors, reasonably believed was necessary to ensure that ABN 60
remained solvent. As disclosed by the Company on 4 September 2008, ASIC has withdrawn this part of
its claim against the Company.
ASIC had previously indicated that its investigations into other related matters continued and may
result in further actions, both civil and criminal. However, on 5 September 2008 ASIC stated that
ASICs investigations and the Commonwealth Director of Public Prosecutions consideration were
complete and that no criminal proceedings were proposed.
The hearing of the proceedings in the Supreme Court of New South Wales commenced on 29 September
2008 before his Honour Justice Gzell. The Company presently estimates that the hearing will be
completed before the end of the fiscal year 2009 but that it is expected that his Honour may
reserve his decision.
The Company has entered into deeds of indemnity with certain of its directors and officers, as is
common practice for publicly listed companies. The Companys articles of association also contain
an indemnity for directors and officers and the Company has granted indemnities to certain of it
former related corporate bodies which may require the Company to indemnify those entities against
indemnities they have granted their directors and officers. To date, claims for payments of
expenses incurred have been received from certain former directors and officers in relation to the
ASIC investigation, the examination of those persons by ASIC delegates and in respect of their
defence costs of the proceedings. The Company has and will continue to incur costs under these
indemnities which may be significant. Initially, the Company has obligations, or has offered, to
advance funds in respect of defence costs and such advances have been and will continue to be made.
Currently, a portion of the defence costs of former directors are being advanced by third parties,
with the Company paying the balance. Based upon the information available to it presently, the
Company expects this to continue absent any finding of dishonesty against any former director or
officer. The Company notes that other recoveries may be available, depending on the outcome of the
ASIC proceedings, including either as a result of a costs order being made against ASIC or, if ASIC
is successful in securing civil penalty declarations, as a result of repayments by former directors
and officers in accordance with the terms of their indemnities. It is the Companys policy to
expense legal costs as incurred.
There remains considerable uncertainty surrounding the likely outcome of the ASIC proceedings in
the longer term and there is a possibility that the Company could become responsible for other
amounts in
F-24
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
addition to the defence costs. However, at this stage, the Company believes that
although such amounts are reasonably possible, the amount or range of such amounts is not
estimable.
Environmental and Legal
The operations of the Company, like those of other companies engaged in similar businesses, are
subject to a number of federal, state and local laws and regulations on air and water quality,
waste handling and disposal. The Companys policy is to accrue for environmental costs when it is
determined that it is probable that an obligation exists and the amount can be reasonably
estimated. In the opinion of management, based on information presently known except as set forth
above, the ultimate liability for such matters should not have a material adverse effect on either
the Companys consolidated financial position, results of operations or cash flows.
The Company is involved from time to time in various legal proceedings and administrative actions
incidental or related to the normal conduct of its business. Although it is impossible to predict
the outcome of any pending legal proceeding, management believes that such proceedings and actions
should not, except as it relates to asbestos, ASIC proceedings and income taxes as described in
these financial statements, individually or in the aggregate, have a material adverse effect on its
consolidated financial position, results of operations or cash flows.
11. Short and Long-Term Debt
Debt consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
30 September |
|
|
31 March |
|
(Millions of US dollars) |
|
2008 |
|
|
2008 |
|
|
Short-term debt |
|
$ |
104.7 |
|
|
$ |
90.0 |
|
Long-term debt |
|
|
161.5 |
|
|
|
174.5 |
|
|
|
|
|
|
|
|
Total debt1 |
|
$ |
266.2 |
|
|
$ |
264.5 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Total debt at 3.66% and 3.63% weighted average interest rates at 30 September
and 31 March 2008, respectively. |
F-25
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
At 30 September 2008, the Companys credit facilities consisted of :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2008 |
|
|
Effective |
|
Total |
|
Principal |
Description |
|
Interest Rate |
|
Facility |
|
Drawn |
|
(US$ millions) |
|
|
|
364-day facilities,
can be drawn in
US$, variable
interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
December 2008 |
|
|
3.48 |
% |
|
$ |
55.0 |
|
|
$ |
50.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
364-day facilities,
can be drawn in
US$, variable
interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until June
2009 |
|
|
3.49 |
% |
|
|
55.0 |
|
|
|
54.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities,
can be drawn in
US$, variable
interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until June
2010 |
|
|
3.80 |
% |
|
|
245.0 |
|
|
|
151.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities,
can be drawn in
US$, variable
interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
February 2011 |
|
|
3.49 |
% |
|
|
45.0 |
|
|
|
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term facilities,
can be drawn in
US$, variable
interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
February 2013 |
|
|
|
|
|
|
90.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
490.0 |
|
|
$ |
266.2 |
|
|
|
|
|
|
|
|
Credit facilities as of 30 September 2008 consist of 364-day facilities in the amount of US$55.0
million, which as of 30 September 2008, mature in December 2008. The Company requested extensions
of the maturity date of such credit facilities to June 2009. However, the Company declined to
extend US$41.7 million of the facilities due to proposed terms which it deemed unacceptable. The
Company is continuing to negotiate terms on the remaining US$13.3 million of facilities.
In November 2008, the Company agreed to terms on a new 364-day facility for US$50.0 million. This
facility became available to the Company in November 2008 and matures in November 2009.
For all facilities, the interest rate is calculated two business days prior to the commencement of
each draw-down period based on the US$ London Interbank Offered Rate (LIBOR) plus the margins of
individual lenders and is payable at the end of each draw-down period. During the three months
ended 30 September 2008 and 2007, the Company paid commitment fees in the amount of US$0.2 million
and US$0.1 million, respectively, and US$0.4 million and US$0.2 million for the six months ended 30
September 2008 and 2007, respectively. At 30 September 2008, there was US$266.2 million drawn under
the combined facilities and US$223.8 million was available.
At 30 September 2008, management believes that the Company was in compliance with all restrictive
covenants contained in its credit facility agreements. Under the most restrictive of these
covenants, the
F-26
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 Pty Limited, Amaca Pty Limited, ABN 60 Pty Limited 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, (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 Pty Limited, Amaca
Pty Limited, ABN 60 Pty Limited and Marlew Mining Pty Limited and (iv) has limits on how much it
can spend on an annual basis in relation to asbestos payments to the AICF. Such limits are
consistent with the contractual liabilities of the Performing Subsidiary and the Company under the
Amended FFA.
The Company anticipates being able to meet its future payment obligations for the next 12 months
from existing cash, unutilised committed facilities and anticipated future net operating cash flows
and proposed new facilities.
12. Income Taxes
FASB Interpretation No. 48
The Company adopted FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes on 1 April 2007. The
adoption of FIN 48 resulted in the reduction of the Companys consolidated beginning retained
earnings of US$78.0 million. As of the adoption date, the Company had US$39.0 million of gross
unrecognised tax benefits that, if recognised, would affect the effective tax rate. As of the
adoption date, the Companys opening accrual for interest and penalties was US$39.7 million.
A reconciliation of the beginning and ending amount of unrecognised tax benefits and interest and
penalties are as follows:
|
|
|
|
|
|
|
|
|
|
|
Unrecognised |
|
|
Interest and |
|
(US$ millions) |
|
tax benefits |
|
|
Penalties |
|
Balance at 1 April 2007 |
|
$ |
39.0 |
|
|
$ |
39.7 |
|
Additions for tax positions of the current year |
|
|
1.3 |
|
|
|
|
|
Additions for tax positions of prior year |
|
|
16.0 |
|
|
|
1.8 |
|
Foreign currency translation adjustment |
|
|
5.6 |
|
|
|
5.5 |
|
|
|
|
|
|
|
|
|
Balance at 31 March 2008 |
|
$ |
61.9 |
|
|
$ |
47.0 |
|
Additions for tax positions of the current year |
|
|
0.7 |
|
|
|
|
|
Additions for tax positions of prior year |
|
|
46.8 |
|
|
|
(21.7 |
) |
Settlements paid during the current period |
|
|
(3.1 |
) |
|
|
(0.3 |
) |
Foreign currency translation adjustment |
|
|
(11.7 |
) |
|
|
(3.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2008 |
|
$ |
94.6 |
|
|
$ |
22.0 |
|
|
|
|
|
|
|
|
As of 30 September 2008 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$94.6 million and US$22.0 million, respectively.
The Company recognises penalties and interest accrued related to unrecognised tax benefits in
income tax expense. During the three months and six months ended 30 September 2008, the total
amount of interest and penalties recognised in tax expense as a benefit was US$27.6 million and
US$25.0 million, respectively.
F-27
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The liabilities associated with FIN 48 are included in other non current liabilities on the
Companys consolidated balance sheet.
A number of years may lapse before an uncertain tax position is audited and ultimately settled. It
is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax
positions. It is reasonably possible that the amount of unrecognised tax benefits could
significantly increase or decrease within the next twelve months. These changes could result from
the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of the
statute of limitations, or other circumstances. At this time, an estimate of the range of the
reasonably possible change cannot be made.
The Company or one of its subsidiaries files income tax returns in the US federal jurisdiction, and
various states and foreign jurisdictions including Australia and The Netherlands. The Company is no
longer subject to US federal examinations by US Internal Revenue Service (IRS) for tax years
prior to and including tax year 2004. The Company is no longer subject to examinations by The
Netherlands tax authority, for tax years prior to tax year 2002. With certain limited exceptions,
the Company is no longer subject to Australian federal examinations by the Australian Taxation
Office (ATO) for tax years prior to tax year 2000. The Company is currently subject to audit and
review in a number of jurisdictions in which it operates and has been advised that further audits
will commence in the next 12 months including without limitation the audits described below. It is
anticipated that the audits and reviews currently being conducted will be completed within the next
24 months. Of the audits currently being conducted, none have progressed sufficiently to predict
their ultimate outcome. The Company accrues income tax liabilities for these audits based upon
knowledge of all relevant facts and circumstances, taking into account existing tax laws, its
experience with previous audits and settlements, the status of current tax examinations and how the
tax authorities view certain issues.
Internal Revenue Service (IRS) Notice of Proposed Adjustment (NOPA)
On 23 June 2008, the Company announced that the IRS had issued it with a NOPA that concludes that
the Company does not qualify for the United States Netherlands Treaty Limitations on Benefits
(LOB) provision and that accordingly it is not entitled to beneficial withholding tax rates on
payments from the Companys United States subsidiaries to its Netherlands companies. The Company
does not agree with the conclusions reached by the IRS, and has contested the IRS findings by
issuing a Protest to the 30 Day Letter on August 8, 2008 to request the Companys administrative
appeals rights and, if unable to reach an acceptable settlement, the Company could possibly
consider litigation. If the IRS position ultimately were to prevail, the Company would be liable
for a 30% withholding tax on dividend, interest and royalty payments made any time on or after 1
February 2006 by the Companys US subsidiaries to JHI NV or the Companys Dutch finance subsidiary.
In that event, the Company estimates that it would owe approximately US$37.0 million in additional
tax for calendar years 2006 and 2007 plus, as of 30 September 2008, US$3.1 million in interest and
US$7.7 million in penalties related to that tax. Interest will continue to accrue and compound
daily at the published monthly Federal Funds short term rate plus 3% until the issue is resolved or
a deposit of the full amount of the tax, interest and penalties is made with the IRS or a bond for
such amounts is posted. Penalties for calendar years 2006 and 2007 will continue to accrue at the
rate of one-half percent per month up to a maximum of 25%. The US$7.7 million accrued penalty
through 30 September 2008 could continue to accrue to a maximum total of US$13.0 million.
Additional tax, interest and penalties would be payable for later calendar years and such amounts
could be significantly more per year in later years than the amounts indicated in the 30 Day Letter
for calendar years 2006 and 2007.
ATO 2002 Tax Audit
The ATO is auditing the Companys Australian income tax returns for the years ended 31 March 2002
and 31 March 2004 through 31 March 2006. On 8 August 2008, the Federal Court of Australia (
Federal Court) made orders providing for the reinstatement of the Companys former wholly-owned
subsidiary James Hardie Australia Finance Pty Limited (JHAF) to the register of companies and
appointing Max Donnelly of Ferrier Hodgson as the new liquidator of JHAF. JHAF was deregistered on
23 August 2005 following a voluntary winding up. The Company understands that the reinstatement of
JHAF is a
F-28
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
necessary pre-requisite to the ATO issuing an amended assessment in respect of one of the
issues that has been the focus of the ATOs inquiries during the tax audit of fiscal year 2002. The
Company understands that it is the view of the ATO that an amended assessment issued to JHAF would
comprise primary tax of A$101.5 million (US$97.6 million), estimated penalties of A$50.8 million
(US$48.9 million) and as of 30 June 2008 estimated general interest charges (GIC) charges of
A$88.0 million (US$84.7 million). GIC would continue to accrue until the issue is resolved or full
payment of any amended assessment is made. The new liquidator would need to determine, among other
things, whether and to what extent JHAF is able to put itself in a position to meet any ultimate
tax liability assessed in respect of it. The Company is considering its position with respect to
the merits of the potential amended assessment and any obligations of JHAF to the ATO given its
prior winding up.
ATO 1999 Disputed Amended Assessment
In March 2006, RCI Pty Ltd (RCI), a wholly owned subsidiary of the Company, received an amended
assessment from the ATO in respect of RCIs income tax return for the year ended 31 March 1999.
On 30 May 2007, the ATO issued a Notice of Decision disallowing the Companys objection to the
amended assessment. On 11 July 2007, the Company filed an application appealing the Objection
Decision with the Federal Court of Australia. The hearing date for RCIs trial scheduled to
commence on 8 December 2008 has been vacated by Court Order and is currently scheduled to be heard
no later than September 2009.
The Company believes that it is more likely than not that the tax position reported in RCIs tax
return for the 1999 fiscal year will be upheld on appeal. Therefore, the Company believes that the
requirements under FIN 48 for recording a liability have not been met and therefore it has not
recorded any liability at 30 September 2008 for the amended assessment.
The Company expects that amounts paid in respect of the amended assessment will be recovered by RCI
(with interest) at the time RCI is successful in its appeal against the amended assessment. As a
result, the Company has treated all payments in respect of the amended assessment that have been
made up to 30 September 2008 as a deposit and it is the Companys intention to treat any payments
to be made at a later date as a deposit.
13. Stock-Based Compensation
At 30 September 2008, the Company had the following equity award plans: the Executive Share
Purchase Plan; the Managing Board Transitional Stock Option Plan; the JHI NV 2001 Equity Incentive
Plan; the Supervisory Board Share Plan 2006 and the Long-Term Incentive Plan.
Compensation expense arising from equity award grants as estimated using pricing models was US$1.6
million for the three months ended 30 September 2008 and 2007, respectively, and US$3.6 million and
US$3.1 million for the six months ended 30 September 2008 and 2007, respectively. As of 30
September 2008, the unrecorded deferred stock-based compensation balance related to equity awards
was US$11.3 million after estimated forfeitures and will be recognised over an estimated weighted
average amortisation period of 1.9 years.
F-29
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Stock Options
The following table summarises all of the Companys stock options available for grant and the
movement in all of the Companys outstanding options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Shares |
|
|
|
|
|
Average |
|
|
Available for |
|
|
|
|
|
Exercise |
|
|
Grant |
|
Number |
|
Price |
Balance at 1 April 2008 |
|
|
15,564,294 |
|
|
|
22,190,237 |
|
|
|
A$ |
|
|
|
7.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
(25,000 |
) |
|
|
A$ |
|
|
|
5.99 |
|
Forfeited |
|
|
2,856,748 |
|
|
|
(2,856,748 |
) |
|
|
A$ |
|
|
|
7.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2008 |
|
|
18,421,042 |
|
|
|
19,308,489 |
|
|
|
A$ |
|
|
|
7.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company accounts for stock options in accordance with the fair value provisions of SFAS No.
123R, which requires the Company to estimate the value of stock options issued and recognise this
estimated value as compensation expense over the periods in which the stock options vest.
The Company estimates the fair value of each option grant on the date of grant using either the
Black-Scholes option-pricing model or a lattice model that incorporates a Monte Carlo Simulation
(the Monte Carlo method).
There were no stock options granted during the six months ended 30 September 2008 and 2007,
respectively.
Restricted Stock
The Company accounts for restricted stock in accordance with the fair value provisions of SFAS No.
123R, which requires the Company to estimate the value of restricted stock issued and recognise
this estimated value as compensation expense over the periods in which the restricted stock vests.
The following table summarises all of the Companys restricted stock activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average Grant |
|
|
Shares |
|
Date Fair Value |
Nonvested at 1 April 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,722,305 |
|
|
A$
|
|
|
4.27 |
|
Forfeited
|
|
|
(7,280 |
) |
|
A$ |
|
|
4.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at 30 September 2008
|
|
|
1,715,025 |
|
|
A$
|
|
|
4.26 |
|
|
|
|
|
|
|
|
|
|
|
|
F-30
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Restricted Stock time vesting
Under the terms of the JHI NV 2001 Equity Incentive Plan and Long-Term Incentive Plan (LTIP) the
Company granted restricted stock units to employees which vest two years from the grant date. The
Company granted the following restricted stock units to employees:
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
|
Stock Units |
Grant Date |
|
Equity Award Plan |
|
Granted |
|
17 June 2008 |
|
JHI NV 2001 Equity Incentive Plan |
|
698,440 |
15 September 2008 |
|
Long-Term Incentive Plan |
|
201,324 |
|
|
|
|
|
|
|
|
899,764 |
|
|
|
|
The fair value of each of these restricted stock units, is equal to the market value of the JHX
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.
The following table includes the assumptions used for restricted stock grants valued during the six
months ended 30 September 2008. There were no restricted stock units granted during the six months
ended 30 September 2007.
|
|
|
|
|
|
|
|
|
|
|
17 June 2008 |
|
15 September 2008 |
|
|
Grant |
|
Grant |
|
Dividend yield |
|
$ 0.20 per annum |
|
$ 0.20 per annum |
Risk free interest rate |
|
2.9 % |
|
1.8 % |
Expected life in years |
|
2.0 |
|
2.0 |
JHX stock price at grant date |
|
A$ 4.93 |
|
A$ 3.71 |
Number of restricted stock units |
|
698,440 |
|
201,324 |
Restricted Stock market condition
Under the terms of the Long-Term Incentive Plan (LTIP) the Company granted 822,541 restricted stock
units to members of the Companys Managing Board. The vesting of these restricted stock units is
subject to a market condition as outlined in the LTIP rules.
The fair value of each of these restricted stock units, 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, under the Long-Term
Incentive Plan, valued during the six months ended 30 September 2008. There were no restricted
stock units granted during the six months ended 30 September 2007.
F-31
James Hardie Industries N.V. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
2008 |
|
Dividend yield |
|
|
3.9 |
% |
Expected volatility |
|
|
34.9 |
% |
Risk free interest rate |
|
|
2.6 |
% |
Expected life in years |
|
|
3.0 |
|
JHX stock price at grant date |
|
A$ |
3.71 |
|
Number of restricted stock units |
|
|
822,541 |
|
F-32
Item 2. Quantitative and Qualitative Disclosures About Market Risk
James Hardie Industries N.V. and Subsidiaries
(Unaudited)
In this report, James Hardie Industries N.V. and its subsidiaries are collectively referred to as
we, us, or our, and the terms US$, A$, NZ$, PHP, refer to United States dollars,
Australian dollars, New Zealand dollars and Philippine pesos, respectively.
We have operations in foreign countries and, as a result, are exposed to foreign currency exchange
rate risk inherent in purchases, sales, assets and liabilities denominated in currencies other than
the US dollar. We also are exposed to interest rate risk associated with our long-term debt and to
changes in prices of commodities we use in production.
Our policy is to enter into derivative instruments solely to mitigate risks in our business and not
for trading or speculative purposes.
Foreign Currency Exchange Rate Risk
We have significant operations outside of the United States and, as a result, are exposed to
changes in exchange rates which affect our financial position, results of operations and cash
flows. In addition, payments to the AICF are required to be made in Australian dollars which,
because the majority of our revenues are produced in US dollars, exposes the Company to risks
associated with fluctuations in the US dollar/Australian dollar exchange rate.
For the six months ended 30 September 2008, the following currencies comprised the following
percentages of our net sales, cost of goods sold, expenses and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$ |
|
A$ |
|
NZ$ |
|
Other (1) |
|
Net sales |
|
|
75.6 |
% |
|
|
16.5 |
% |
|
|
4.3 |
% |
|
|
3.6 |
% |
Cost of goods sold |
|
|
78.2 |
% |
|
|
15.2 |
% |
|
|
3.5 |
% |
|
|
3.1 |
% |
Expenses(2) |
|
|
67.5 |
% |
|
|
24.5 |
% |
|
|
2.8 |
% |
|
|
5.2 |
% |
Liabilities (excluding
borrowings)(2) |
|
|
24.0 |
% |
|
|
73.4 |
% |
|
|
0.8 |
% |
|
|
1.8 |
% |
|
|
|
(1) |
|
Comprises Philippine pesos and Euros. |
|
(2) |
|
Liabilities include A$ denominated asbestos liability, which was initially recorded in the
fourth quarter of fiscal year 2006. Expenses include adjustments to the liability. See Note 6 for
further information. |
We purchase raw materials and fixed assets and sell some finished product for amounts denominated
in currencies other than the functional currency of the business in which the related transaction
is generated. In order to protect against foreign exchange rate movements, we may enter into
forward exchange contracts timed to mature when settlement of the underlying transaction is due to
occur. At 30 September 2008, there were no such material contracts outstanding.
Interest Rate Risk
We have market risk from changes in interest rates, primarily related to our borrowings. At 30
September 2008, all of the Companys borrowings were variable-rate. From time to time, we may enter
into interest rate swap contracts in an effort to mitigate interest rate risk. As of 30 September
2008, the Company had no interest swap contracts outstanding. As of 30 September 2008, the Company
had no forward rate agreements outstanding.
F-33
Item 2. Quantitative and Qualitative Disclosures About Market Risk
James Hardie Industries N.V. and Subsidiaries
(Unaudited)
Commodity Price Risk
The Company is exposed to changes in prices of commodities used in its operations, primarily
associated with energy, fuel and raw materials such as pulp and cement. Pulp has historically
demonstrated more price sensitivity than other raw materials that we use in our manufacturing
process. Pulp prices have also been subject to significant price fluctuations in the past. The
Company expects that pulp, energy, fuel and cement prices will continue to fluctuate in the near
future. To minimise the additional working capital requirements caused by rising prices related to
these commodities, the Company may seek to enter into contracts with suppliers for the purchase of
these commodities that could fix the Companys prices over the longer-term. However, if the Company
enters into such contracts with suppliers and if such commodity prices decrease, the Companys cost
of sales may be negatively impacted due to the fixed pricing over the longer-term.
F-34
James Hardie Industries N.V. and Subsidiaries
(Unaudited)
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 of results 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, lenders and potential lenders, representatives of
the media and others. Examples of forward-looking statements include:
|
|
|
expectations about the timing and amount of payments to the Asbestos Injuries
Compensation Fund (AICF), a special purpose fund for the compensation of proven
Australian asbestos-related personal injury and death claims; |
|
|
|
|
statements regarding tax liabilities and related audits and proceedings; |
|
|
|
|
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; |
|
|
|
|
expectations concerning indemnification obligations; |
|
|
|
|
expectations concerning the costs associated with the suspension or closure of
operations at any of our 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; |
|
|
|
|
projections of the Companys results of operations or financial condition; |
|
|
|
|
statements regarding the Companys plans, objectives or goals, including those
relating to competition, acquisitions, dispositions and the Companys products; |
|
|
|
|
statements about the Companys future performance; and |
|
|
|
|
statements about product or environmental liabilities. |
Words such as believe, anticipate, plan, expect, intend, target, estimate, project,
predict, forecast, guideline, should, aim and similar expressions are intended to
identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve inherent risks and uncertainties. The Company cautions that a
number of important factors could cause actual results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such 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 on 8 July 2008 with the Securities and Exchange Commission, 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 and the effect of foreign exchange on the amount recorded in the Companys financial
statements as an asbestos liability; compliance with and changes in tax laws and treatments;
competition and product pricing in the markets in which the Company operates; the consequences of
product failures or defects; exposure to environmental, asbestos or other legal proceedings;
general economic and market conditions; the supply and cost of raw materials; the success of
research and development efforts; reliance on a small number of customers; compliance with and
changes in environmental and health and safety laws; risks of conducting business internationally;
compliance with and changes in laws and regulations; foreign exchange risks; and the effect of
natural disasters and changes in our key management personnel. The
F-35
James Hardie Industries N.V. and Subsidiaries
(Unaudited)
Company cautions that the foregoing list of factors is not exclusive 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.
F-36