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FISHER & PAYKEL

APPLIANCES HOLDINGS LIMITED


ANNUAL REPORT
For the year ended 31 March 2012

Contents
1

Chairman's Review

Managing Director and CEOs Review

15

Our Brand

26

Corporate Responsibilities

42

Directors

48

Directors' Report and Corporate Governance

54

Auditors' Report

66

Financial Statements

68

Notes to the Financial Statements

73

10

Company Information

165

P2

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

TECH

p
37.8M

NEW DIRECT DRIVE MOTOR AGREEMENT

FINANCE BUSINESS PERFORMANCETHE

AGREEMENT TO DEVELOP, DESIGN AND

FINANCE BUSINESS REPORTED A

MANUFACTURE DIRECT DRIVE WASHING

NORMALISED OPERATING PROFIT BEFORE

MACHINE MOTORS SIGNED IN

INTEREST AND TAX OF $37.8 MILLION

AUGUST 2011

p
$0.9M

p
$4M

NORTH AMERICAN BUSINESS PROFIT

IMPROVED CASHFLOWCASHFLOW FROM

THE NORTH AMERICAN DISTRIBUTION

OPERATIONS, EXCLUDING THE MOVEMENT

AND SERVICES BUSINESS MADE AN

IN FINANCE LOANS WAS $117 MILLION

OPERATING PROFIT BEFORE INTEREST

COMPARED TO $113 MILLION LAST YEAR

AND TAX OF $0.9 MILLION

CHAIRMANS REVIEW

P3

RANGE

q
$65M

NEW PRODUCTSNEW PRODUCT

DEBT REDUCTIONAPPLIANCES NET

RELEASES INCLUDED THE PHASE 7

DEBT AS AT 31 MARCH 2012 WAS

DISHDRAWER, GAS ON GLASS COOK TOPS

$65 MILLION

AND THE DCS UNITED INDOOR COOKING


RANGES AND DCS REFRIGERATION

INDIA
APPLIANCES ENTERED THE MARKET IN
INDIA WITH A FOCUS ON THE SPECIFER,
DESIGNER AND ARCHITECT COMMUNITY
IN THE DELHI REGION

P4

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

Milton Keynes
UK

Ontario
Canada

Dublin
Ireland
Los Angeles
USA
Borso del Grappa
Italy
Clyde
USA

Reynosa
Mexico

Refrigeration

Cooking

Laundry

DishDrawer

Regional/Sales
Office

Research And
Development

P5

Qingdao
China

Rayong
Thailand

Singapore

Auckland
New Zealand

Sydney
Australia
Marketing and selling
in over 50 countries.

Dunedin
New Zealand

A Global Company
Fisher & Paykel
Appliances Holdings
Limited comprises two
operating divisions:
__Appliances
__Finance (New Zealand
only)

Founded in 1934 as an
importer business.
Now has over 3,300
employees.

Internationally recognised brand.


__#1 in New Zealand
__#2 in Australia
__Niche high-end
market positions
in North America,
Europe and China
Marketing and selling
in over 50 countries.

Designs, manufactures
and sells direct drive
washing machine components and technology
to the global appliances
industry

Research and Development centres based in


Auckland and Dunedin,
New Zealand.

Fisher & Paykel Finance


is a leading provider of
consumer finance in
New Zealand.

P6

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

CHAIRMANS REVIEW

P7

Dr Keith Turner, Chairman

P8

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

RESULTS

on profitable sales, notably in North America. Total

Group net profit after tax was $18.4 million for the

operating revenue for the Appliances business was

financial year ended 31 March 2012. This result com-

down 7.6% to $891 million compared to $965 million

pares to $33.5 million for the previous year.

for the previous year. This reflected weaker retail

There were three items which affected comparability, namely an onerous lease charge of $2.7 mil-

market conditions, rebalancing for profitable sales and


unfavourable currency translation effects.

lion before tax (Appliances business), a fair valuation

Gross margin, as a percentage of sales, increased

adjustment for property held for sale (Appliances

by 0.9 percentage points to 31.2%. Appliances gross

business) of $1.2 million before tax and litigation costs

margin in dollar terms decreased by $13.5 million to

of $6.8 million before tax (Finance Group). In aggre-

$278.4 million for the year ended 31 March 2012 as

gate these one off items resulted in a charge of $10.7

a result of lower sales and higher raw materials and

million before tax compared to a gain of $5.1 million

freight costs. Sales, general & administration costs

for the previous year.

reduced by $10.9 million to $215 million on cost sav-

Adjusting for items affecting comparability, normalised group net profit after tax was $26.3 million
compared to $30.0 million last year.

ings, in particular in North America and favourable


currency translation effects.
The full year result was also impacted by trans-

Net bank debt as at 31 March 2012 was $65.2

actional hedging losses of $25.6 million, with $5.3

million compared to $100.2 million as at 31 March

million recorded in the second half following a mid

2011, excluding operating borrowings for the Finance

year change in hedging policy.

business. Group interest charges, excluding Finance

On a segment reporting basis the North Ameri-

operating interest expense, decreased by 30% from

can distribution business reported an operating profit

$15.4 million to $10.9 million on lower debt levels.

before interest and tax of $0.9 million for the year

Cashflow from operations, before the movement

compared to a $9.8 million loss in the previous year.

in loans to Finance business customers, was $117 mil-

The Finance business recorded a solid result

lion compared to $113 million for the previous year.

with reported operating earnings before interest and

Group capital expenditure for the year was $50.5

tax (including operating interest) of $31.0 million,

million including capital expenditure related to new

compared to $34.7 million for the previous year. After

motor contracts of $22 million. Capital expenditure in

adjusting for litigation costs of $6.8 million before tax,

the previous financial year was $28.3 million.

normalised profit before interest and tax (including

The Appliances business reported an operating

operating interest) was $37.8 million compared to

profit before interest and tax of $7.3 million compared

$34.7 million last year. This result is above the market

to $28.8 million last year. After adjusting for items

guidance provided in December 2011 of around $32

affecting comparability of $3.9 million before tax,

million. Net income remained steady on 2011 levels.

normalised profit before interest and tax was $11.3

Bad debt expenses were lower than the prior year,

million compared to $23.7 million last year. This result

however operating costs were higher due to increased

is ahead of market guidance provided in December

promotional activity to grow Q Card receivables.

2011 of approximately $10 million.

In respect of litigation costs, a case raised by a

For the second half the Appliances business re-

U.S. based software company was heard in the High

ported a normalised operating profit before interest

Court at Auckland, New Zealand in late 2011. A judge-

and tax of $13.7 million, compared to a loss of $2.4

ment on the issue is now expected this year. There are

million in the first half.

complex legal issues and a range of possible outcomes.

As foreshadowed in November 2011, the full year

Accordingly, the Directors took the prudent decision at

result reflects lower revenue as the business refocuses

the half year to make a provision given this uncertainty.

CHAIRMANS REVIEW

GROUP FINANCIAL PERFORMANCE

P9

YEAR

6 MONTHS

31 March

31 March

31 March

2012

2011

2012

30 Sept
2011

NZ$000

NZ$000

NZ$000

NZ$000

891,449

965,053

450,603

440,846

139,719

145,289

69,417

70,302

6,790

10,601

3,497

3,293

1,037,958

1,120,943

523,517

514,441

(2,374)

Total Revenue and Other Income


Appliances business
Finance business
Other Income

Normalised Operating Profit/(Loss) before Interest and Taxation


Appliances business

11,282

23,675

13,656

Finance business (including Operating Interest)

37,814

34,722

19,447

18,367

49,096

58,397

33,103

15,993

Onerous contracts

(2,694)

(882)

(147)

(2,547)

Litigation costs

(6,774)

(857)

(5,917)

(1,241)

(500)

(1,241)

6,508

38,387

63,523

30,858

7,529

(10,857)

(15,403)

(5,414)

(5,443)

27,530

48,120

25,444

2,086

(9,099)

(14,575)

(7,989)

(1,110)

Items affecting comparability

Fair Valuation of Non-Current Assets held for Sale (East Tamaki site)
Profit on Sale of Land & Buildings
Earnings before Interest & Taxation
Interest (excluding Finance Business Operating Interest)
Operating Profit before Taxation
Taxation
Group Profit after Taxation
Normalised Group Profit after Taxation

CAPITAL STRUCTURE

18,431

33,545

17,455

976

26,300

30,040

19,408

6,892

New Zealand. In March 2011, the recycling building

During 2012 financial year further progress was made

at the East Tamaki site was sold for $2.25 million and

towards reducing bank debt and improving the overall

settlement was completed in December 2011. In May

financial position of the Company. As at 31 March

2012, the Company sold the components building at

2012, the Appliances business had total outstand-

the East Tamaki site for $5.1 million with settlement

ing net bank debt of $65.2 million, a reduction of

expected by October 2012.

$35 million since 31 March 2011. Debt reduction was


primarily achieved by improved operating cashflow.

GOVERNANCE

On 11 November 2011, the Company renewed its

The Board refreshment programme continued during

Guaranteeing Group banking facilities on materially

the year with two director retirements and two new

similar terms and conditions as the previous debt

director appointments.

facilities. In March 2012, the Banking Group agreed to

In September 2011, the Company announced

remove the FPAL Interest Coverage Ratio. This ratio

the appointment of Lynley Marshall as a Director.

only included earnings before interest, tax, deprecation

Lynleys extensive commercial, retail and media ex-

and amortisation derived by the Appliances business.

perience brings a dimension to the Board at a time

As at 31 March 2012, the Group was in full compliance

when brand, communication and digital strategy is

with all its banking covenants.

increasingly important. Her Australasian experience

During the year, the Company continued with

and proven track record at delivering business growth

property sales at the East Tamaki site in Auckland,

make her a strong addition to the Board. Pursuant to

P10

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

the Companys Constitution, Lynley Marshall will hold

ued support and commitment from all employees

office until the Annual Shareholders Meeting set for

during what has been a year of consolidation and

23 August 2012 and being eligible, will offer herself

improvement. With over 3,300 employees located

for election.

across the globe, the Board recognises the important

In September 2011, the Company also announced

contribution that each individual employee makes to

the appointment of Philip Lough as a Director. Philip

the future development of the Company. The Board

filled the vacancy created by the retirement of John

would like to record its thanks to all employees for

Gilks. Philip is currently the Chairman of Methven

their dedicated efforts.

Limited and Quotable Value, Deputy Chairman of Port


Nelson Limited and a director of Livestock Improve-

DIVIDENDS

ment Corporation. Philip is well known in business

The Directors intend to restore dividend payments

circles and brings a wealth of international experi-

to shareholders as soon as possible. However, with

ence and strong governance credentials to the Board.

conditions in our key markets remaining very un-

Pursuant to the Companys Constitution, Philip Lough

certain, the Directors believe it is prudent to take a

will hold office until the Annual Shareholders Meeting

cautious approach and have resolved not to pay a

set for 23 August 2012 and being eligible, will offer

dividend at this time.

himself for election.


OUTLOOK

The new Directors bring with them a wealth of experience to complement that of the existing Directors.

Retail market conditions are expected to remain

As foreshadowed in the 2011 Annual Report,

soft across all of the Companys key markets in the

John Gilks retired from the Board in August 2011. The

near term due to global economic uncertainty. The

Board would like to thank John for his outstanding

Board remains particularly concerned about retail

contribution during his long service to the Company

market conditions in Australia, which deteriorated

as a non-executive Director and Deputy Chairman of

in the second half of the 2012 financial year. While

the Board. John has continued as Chairman of the

there was a slight improvement in the U.S. economic

Finance business board.

outlook, there are already signs that this might not

In March 2012, Peter Lucas retired from the

be sustained.

Board in accordance with the board refreshment pro-

In the past two years the Appliances business

gramme that commenced in 2010. The Board would

has rejuvenated investment in new products and at

like to thank Peter for his extensive contribution to

the same time has significantly reduced bank debt

the Company as an independent director over his 10

and controlled working capital and overheads. The

year tenure.

business has been repositioned for the current eco-

On behalf of the Board I would like to wish both


John and Peter all the best for the future.
The Board refreshment plans will be completed

nomic climate and now has the financial flexibility to


pursue market opportunities including growth in the
components and technology business.

this year with the previously announced retirement of

In financial year 2013 (FY13), the Appliances busi-

Gary Paykel at the 2012 Annual Shareholders Meeting

ness will benefit from the commencement of two new

in August.

motor contracts signed in 2011. The line for the Haier

The Finance business continues to maintain its


own separate board of directors.

motor contract was commissioned in April 2012 with


commercial volumes expected to ramp up in October
2012. A second line for another customer is on track

PEOPLE

for production in the second quarter of FY13, with a

The Board would like to acknowledge the contin-

ramp up to commercial volumes from October 2012.

CHAIRMANS REVIEW

In addition, the product development programme


of the past few years will culminate in the release of
new refrigeration, laundry and cooking products during the coming year. On the downside, raw material
prices have increased in recent months.
The Finance businesses earnings should remain
resilient in the coming year, despite an expectation
that New Zealand retail trading conditions will remain
soft. Increased promotional activity with the Farmers
Trading Company and a broader merchant base for
Q Card should improve interest income.
Capital expenditure for the Group is expected
to be approximately $42 million in the 2013 financial
year.
An update on trading and market conditions
will be provided at the Annual Shareholders Meeting
in August 2012.

Dr. K S Turner
Chairman
24 May 2012

P11

P14

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

MANAGING DIRECTOR AND CEOS REVIEW

P15

Stuart Broadhurst
Managing Director & CEO

P16

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

OVERVIEW
It has been a year of consolidation for the Company

__

The Finance business successfully navigated


through the expiry of the Crown Guarantee.

as we continue to build for the future. We have made


further progress on our core strategies in the past

These achievements show that progress has been

year as demonstrated by:

made over the year, notwithstanding the difficult

__

Delivery of new products;

global economic conditions the business has faced

__

Continued improvement in systems and struc-

across its key markets. While our financial goals for

tures to improve product quality;

Appliances have not been met this year we have

Maintained strong operating cashflow, reduced

continued to invest for the future.

__

working capital and made further reductions


__

__

The Finance business delivered a record nor-

in net debt;

malised result and continues to build on the strength

Appliances gross margin improved as a per-

of Q Card and Farmers Finance Card. There are op-

centage of sales demonstrating that we are

portunities to continue to grow the business further,

maintaining our product mix despite difficult

without losing focus on the core business of providing

market conditions;

consumer point of sale solutions.

The North American sales and customer services business returning to profit on a segment

Overall we remain committed to generating a


healthy yield for shareholders in the future.

reporting basis;
__

__

__

Continued investment in product development,

Group Results

brand and our people;

In New Zealand dollar terms, Total Revenue and Other

Signed two new component and technology

Income decreased by $83 million to $1,038 million.

supply agreements with major global appliance

Appliances revenue was down 7.6% from $965

manufacturers for development, design and

million to $891 million on lower volumes and unfa-

manufacturing technology;

vourable foreign exchange translation effects. Sales

Achieved a record normalised profit for the

in Australia were down 2.4% in local currency terms

Finance business;

compared to the previous year. As foreshadowed in

GROUP REVENUE

YEAR

6 MONTHS

31 March

31 March

31 March

2012

2011

2012

30 Sept
2011

NZ$000

NZ$000

NZ$000

NZ$000

Appliances business
New Zealand

159,829

162,429

81,652

78,177

Australia

410,493

419,035

214,505

195,988

North America

165,766

207,883

75,882

89,884

Europe

64,304

81,330

34,997

29,307

Rest of World

74,393

69,505

36,461

37,932

874,785

940,182

443,497

431,288
3,406

4,701

12,217

1,295

11,963

12,654

5,811

6,152

Total Appliances

891,449

965,053

450,603

440,846

Finance business

139,719

145,289

69,417

70,302

6,790

10,601

3,497

3,293

1,037,958

1,120,943

523,517

514,441

Appliances business other sales of goods revenue


Appliances business sales of service

Other Income
Total Revenue & Other Income

MANAGING DIRECTOR AND CEOS REVIEW

the first half, sales in North America declined as that

__

P17

Litigation costs: In respect of litigation costs, a

business focused on profitable sales. European sales

case was heard in the High Court at Auckland,

decreased by 17.7% on the last year in local currency

New Zealand in late 2011. A judgement on

terms.

this issue is now expected this year. There are

Finance business revenue was down slightly from

complex legal issues and a range of possible

$145 million to $140 million as a result of continued

outcomes. Accordingly, the Directors took the

soft retail market conditions in New Zealand.

prudent decision at the half year to make a


provision given this uncertainty. This amount,

Items affecting comparability

together with subsequent further legal costs,

The Group recorded three one-off items during the

has been reported as litigation costs in the

financial year, which together resulted in a net charge

Financial Statements. Litigation costs for the

of $10.7 million before tax compared to a gain of

current financial year were $6.8 million, with a

$5.1 million for the previous year. The three one-off

$0.9 million increase in the second half.

items were:
__

__

Onerous lease: A provision was made for the

Depreciation and Amortisation

estimated unavoidable costs associated with a

The charge for depreciation and amortisation was

warehouse lease in Chicago, USA. This resulted

$40.6 million for the year ended 31 March 2012, com-

in a charge of $2.7 million before tax.

pared to $40.9 million for the previous year.

Fair valuation adjustment: The fair value of the


remaining East Tamaki property held for sale has

Capital Expenditure

been reassessed on a vacant possession sale

Total capital expenditure for the Group on a cash

basis. This resulted in a further charge of $1.2

flow basis was $50.5 million for the year ended 31

million before tax. The remaining property titles

March 2012. Capital expenditure for the Appliances

at East Tamaki continue to be offered for sale.

business at $48.3 million accounted for the majority

ITEMS AFFECTING COMPARABILITY

Fair Valuation of Non-Current Assets held for Sale (East Tamaki site)
Onerous contracts

YEAR
31 March

31 March

31 March

2012

2011

2012

2011

NZ$000

NZ$000

NZ$000

NZ$000

Total Items Affecting Comparability

(1,241)

(500)

(1,241)

(882)

(147)

(2,547)

6,508

(6,774)

(857)

(5,917)

(10,709)

5,126

(2,245)

(8,464)

DEPRECIATION AND AMORTISATION

Appliances business
Finance business

30 Sept

(2,694)

Profit on Sale of Land & Buildings


Litigation costs

6 MONTHS

YEAR
31 March

31 March

31 March

2012

2011

2010

31 March
2009

NZ$000

NZ$000

NZ$000

NZ$000

31,667

32,550

38,096

50,625

8,959

8,343

8,010

7,864

40,626

40,893

46,106

58,489

P18

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

of the investment which was primarily focused on

Appliances Business

new product development and new motor supply

Appliances revenue at $891 million was down 7.6%

agreements signed in 2011. Of the total spend for

compared to the previous year. This reflected weaker

Appliances, $22.2 million relates to the two new mo-

retail market conditions, rebalancing volumes for

tor contracts signed in 2011. Total capital expenditure

profitable sales, in particular in North America, and

for the Group increased by $22 million compared to

unfavourable currency translations effects.

the previous year.

Appliances gross margin, as a percentage of


sales, increased by 0.9 percentage points to 31.2%.

Cash Flow and Group Net debt

Gross margin in dollar terms declined by $13.5 million

Cash flow from operating activities, before the move-

to $278 million as a result of lower volumes and higher

ment in loans to Finance business customers, was $117

raw materials and freight costs.

million compared to $113 million for the previous year.

Overheads were also lower as a result of cost

Group Net Debt (excluding operating borrowings

savings, notably in North America, and favourable

for the Finance business) as at 31 March 2012 was $65.2

currency translation effects. The North American sales

million, compared to $100.2 million as at 31 March 2011.

and customer services business reported an operating

CAPITAL EXPENDITURE IN CASH FLOW TERMS

Appliances business
Finance business

APPLIANCES BUSINESS FINANCIAL PERFORMANCE

Operating Revenue

YEAR
31 March

31 March

31 March

2012

2011

2010

2009

NZ$000

NZ$000

NZ$000

NZ$000

48,313

24,263

29,738

71,768

2,163

4,078

2,036

2,282

50,476

28,341

31,774

74,050

YEAR

31 March

6 MONTHS

31 March

31 March

31 March

2012

2011

2012

30 Sept
2011

NZ$000

NZ$000

NZ$000

NZ$000

891,449

965,053

450,603

440,846

11,282

23,675

13,656

(2,374)

Normalised Operating Profit/(Loss) before Interest and Taxation


- Appliances business
Items affecting comparability
(2,694)

(882)

(147)

(2,547)

(1,241)

(500)

(1,241)

6,508

Reported Operating Profit before interest and Taxation

7,347

28,801

12,268

(4,921)

Gross Margin

31.2%

30.3%

30.7%

31.8%

1.3%

2.5%

3.0%

-0.5%

379,104

419,098

379,928

408,806

3.0%

5.6%

5.6%

3.6%

- Onerous contracts
- Fair Valuation of Non-Current Assets held for Sale (East Tamaki site)
- Profit on Sale of Land & Buildings

Operating Margin*
Invested Capital
Return on Invested Capital**
*Normalised Operating Profit before Interest and taxation to Operating Revenue
**Last 12 months normalised operating Profit before Interest and taxation to Invested Capital

MANAGING DIRECTOR AND CEOS REVIEW

P19

profit before interest and tax of $0.9 million compared

tions, via a combination of selected price reductions

to a loss of $9.8 million for the previous year.

and discounting.

Normalised operating profit before interest and

Appliances' revenues were down 1.6% on the

tax improved in the second half of the year to $13.7

previous year, however, second half revenues were up

million compared to a loss of $2.4 million in the first

0.6% on the previous corresponding period. Fisher &

half. As signalled in the Interim Report, the full year

Paykel branded volumes were flat compared to last

result was negatively impacted by transactional hedg-

year, however, market share increased in unit terms.

ing losses of $25.6 million, of which $5.3 million was

The reduction in Fisher & Paykel brand revenues was

incurred in the second half.

due to selected price discounting, however gross

Return on invested capital declined from 5.6%

margin increased due to product mix improvements.

as at 31 March 2011 to 3.0%, reflecting lower earnings

De Longhi branded sales through third party distribu-

and capital expenditure that will start generating a

tors also declined and contributed to lower overall

return in financial year 2013 (FY13).

sales for the year. Spare parts sales were lower due
to improved product quality.

MARKET REVIEWS
Appliances revenue, by geographic region and local

Haier sales continued to grow as additional


products were added to existing distribution channels.

currency, has been compared to the previous year in


the table below. Revenues continue to be impacted

Australia

by weak retail market conditions, currency translation

The Australian home appliances market decreased

effects and intense competition across all markets.

by 0.2% in unit terms compared to the previous year.


However, there was a significant slow down in the

New Zealand

second half of the financial year when the market

Appliance imports for the industry were down 5.0%

declined by 2.2%.

in unit terms compared to the previous year and

Weaker consumer confidence and record low

market demand for appliances did not recover post

building consents negatively impacted retail sales. The

the Rugby World Cup. Record low building consents

2012 financial year was characterised by intense compe-

in New Zealand were also a contributing factor to

tition as suppliers passed on the benefits of a high cur-

weaker demand conditions. Competition was intense

rency to consumers through selected price reductions.

as suppliers chased sales in soft retail market condi-

Australian revenue was down 2.4% in local cur-

APPLIANCES REVENUE ANALYSIS IN LOCAL CURRENCY

YEAR

6 MONTHS

31 March

31 March

31 March

2012

2011

2012

30 Sept
2011

NZ$000

NZ$000

NZ$000

NZ$000

Appliances business
New Zealand

NZD

159,829

162,429

81,652

78,177

Australia

AUD

316,955

324,727

166,486

150,469

North America

USD

134,684

152,915

63,049

71,635

Europe

EUR

36,733

44,617

19,663

17,070

Rest of World

NZD

74,393

69,505

36,462

37,931

Appliances business other sales of goods revenue

NZD

4,701

12,217

1,295

3,406

Appliances business sales of service

NZD

11,963

12,654

5,811

6,152

P20

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

rency terms, reflecting difficult market conditions.

Other International markets

Fisher & Paykel brand revenue was down on lower

European sales were down 17.7% in local currency

volumes and selected price reductions. Market share

terms. Difficult market conditions continued in Ire-

in unit terms increased in the cooking segment, how-

land and the United Kingdom. Revenues were lower

ever, was down slightly across other categories. Haier

in part due to lower sales by our Italian factory to

brand sales continued to grow at the value end of the

third party customers. In January 2012, distribution

retail appliance market. Sales of spare parts were also

of Haier branded products commenced in Ireland.

lower due to further product quality improvements.

Rest of World revenues increased by 7.0% in


New Zealand dollar terms compared to the previous

North America

year, however, second half sales declined by 1.8%.

The U.S. market contracted by 7.5% in unit terms

Price increases and higher volumes were more than

compared to the previous year, in part due to the

offset by unfavourable currency translation effects.

absence of Government stimulus incentives compared

As indicated in the Interim Report, Singaporean sales

to the first quarter for the financial year 2011 (FY11).

were lower compared to the previous year due to

Fears of a U.S. double dip recession and the European

the Company ceasing the distribution of Whirlpool

crisis negatively impacted consumer confidence in the

product on 1 April 2011.

first three quarters of the financial year. Early signs

During the year the Company commenced sales

of economic improvement appeared in January and

in India following an 18 month market assessment.

February this year, however, it is too early to determine

The market entry strategy is to target the specifier,

whether this will be sustained. Notwithstanding the

designer and architect community, starting with one

weaker demand environment, competitors increased

distributor in the Delhi region. The Company views

prices in January 2012.

the Indian market as a long term growth opportunity.

North American revenues were down 11.9% in local currency terms, due to a focus on profitable sales.

Haier Relationship

Pleasingly, second half revenues were only down 1.8%

The relationship with Haier continues to develop with

in tough market conditions. Fisher & Paykel brand

further milestones achieved in the past year.

revenues were lower as the focus shifted to profit-

In March 2011, the Company announced a com-

able sales, however gross margin improved due to an

ponent and technology supply agreement with Haier

improved product mix. DCS brand sales were higher

for the development, design and manufacture of

following the release of the DCS United indoor cook-

direct drive washing machine motors for the Chinese

ing range in the first half of the year.

market. The installation and commissioning of the

The result also reflected lower component and


technology sales in North America.
The focus on profitable sales and cost reduc-

manufacturing plant has been completed in Thailand


and first commercial volumes were shipped to Haier
in April 2012.

tion activities resulted in the North American sales

The sale of Haier branded product in Australia

and customer services business reporting a segment

and New Zealand continues to grow as new products

operating profit before interest and tax of $0.9 million

are added to the portfolio. As mentioned previously,

compared to a $9.8 million loss in the previous year.

Fisher & Paykel commenced distribution of the Haier

Pleasingly, gains from the first half were held through

brand in Ireland in January 2012.

the fourth quarter, which is traditionally the weakest


sales quarter for the business.

Sales of Fisher & Paykel branded products in


China have been slower than expected. The process
for certification of product for the China market has
been frustratingly slow and for many products will not

MANAGING DIRECTOR AND CEOS REVIEW

P21

be completed until the end of the calendar year. As

ings by growing our component and technology busi-

a result of slower than expected sales, the Company

ness and explore the potential to expand our original

is boosting support in China to assist Haier to deliver

equipment manufacturing business. Examples of this

increased sales of Fisher & Paykel branded products.

strategy in action include the two new direct drive

The relationship continues to grow and both

motor contracts signed in the last year and our new

companies are working on other mutually beneficial

compressor technology developed in conjunction

opportunities.

with Embraco. We will seek to explore other options


to monetise our technology investment in a way that

Appliances Business Strategy

is complementary to building the core appliances

The business has been focused on delivering Five Main

business.

Things to improve the return for our Shareholders.

A strong Fisher & Paykel brand is critical to the

Our Strategic Plan has two main themes, to improve

future of our components and technology business as

the core appliances business and seek to monetise

we need to demonstrate to other appliance manufac-

our technology investment.

turers our ability to deliver world leading technologies.

The Appliances business is focused on our

We continue to focus on Five Main Things, an

customers and we put our customers at the centre

element of which includes Five Key Opportunities for

of everything we do. This is across all aspects of our

the business (see pages 22 and 23).

business to ensure we deliver premium customer

Financial targets for financial year 2016 (FY16)

experiences, products and services. As a business

have been set, including revenue growth 2% 4% per

we will continue to drive technology innovation, but

annum, earnings before interest and tax margin (EBIT

also bring innovation and creativity across all touch

Margin) of 6% 8% and a return on invested capital

points in the business to improve everyday life for our

(ROIC) of 15%. Our investment in product develop-

customers. We have a clearly focused market strategy

ment, quality, brand and people in recent times will

and are delivering our product development plans.

start to improve results this year and we will continue

A key aspect of our strategy is to diversify earn-

STRATEGIC THEMES

to build towards reaching our financial goals.

APPROACH

FY16 TARGETS

Put the customer at the


centre of everything
we do

Revenue Growth

Improve 'Core'

2-4% pa

Appliances
Execute our market
strategy and deliver our
Product Plan

Five Main Things


AND
Five Key

EBIT Margin
6-8% pa

Opportunities
Grow earnings from
Monetise Technology
to Diversify Earnings

technology and seek


original equipment

ROIC

manufacture

15%

opportunities

P22

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

Five Main Things

We continue to implement the business excel-

We continue to focus on the Five Main Things in the

lence framework to build best in class processes and

business.

deliver continuous improvement across the business.

We will execute our Marketing and Product

We continue to create the right environment

Plans to provide consumers with an experience and

to recruit and retain talented and passionate people

products that exceeds their expectations. To achieve

needed to achieve our goals.

this goal the business has increased investment in

Cost reduction is focused on lean thinking as a

products, brands and people over the past few years.

key principle across the Group, and we must continue

We are committed to ensuring that the quality of our

to optimise costs across all aspects of the business to

products and services delivers customer satisfaction,

remain competitive.

which builds the reputation and value of the Fisher &


Paykel brand. We continue to make improvements in

Five Key Opportunities

product quality and have now achieved best in class

Fisher & Paykel Appliances has a 100 year heritage in

across many categories.

cooking and is well positioned to leverage both the

Our market strategy is well defined and targeted.

Fisher & Paykel and DCS brands to grow earnings.

We will protect and grow our home markets of New

We have increased our focus in the cooking category,

Zealand and Australia, whilst seeking profitable growth

as evidenced by new products, the Social Kitchen

in niche market segments in North America and in

branding, improved product training and online

other countries. China and India are long term growth

content like Our Kitchen cooking blog. In addition,

options, as both markets are expected to experience

our sponsorship of food and cooking events such as

double digit growth per annum in appliances sales

New Zealand Masterchef and the Australian Good

over the next five years. We are taking a low cost entry

Food & Wine show, has increased. We are leveraging

approach to build a niche position in the commercial

the cooking opportunity in the context of our wider

segment in selected cities.

kitchen strategy.

FIVE MAIN THINGS


Customer focused, differentiated products
DelIvering Customer
Benefits

Brand experience
Product innovation
Focus on quality
Environmental
New Zealand and Australiaprotect and grow home markets
North Americaprofitable growth

Disciplined Market

Rest of Worldprofitable sales

Growth

China/Indialong term options to access growth markets


AlliancesHaier, Whirlpool and others
Components & Technologybuild expertise and diversify earnings

Business Excellence

Organisational excellence framework


Structures and systems

Organisational

People and leadership

Capability

Talent management
Consolidate manufacturing cost reduction

Cost Reduction

Ongoing review of manufacturing facilities


"Delivering Profitable Growth" program
Lean thinkingraw materials and overheads

MANAGING DIRECTOR AND CEOS REVIEW

P23

FINANCE BUSINESS

North America is a potential growth market


for the Company. Over the last two years the North

The Finance business reported a solid result for the

American business has been resized to focus on build-

year ended 31 March 2012. Operating profit before

ing a strong niche market position for both the Fisher

interest and tax (including operating interest) was

& Paykel and DCS brands. In the next few years, new

down $3.7 million to $31.0 million after provisioning

product releases and a refocused business model are

$6.8 million for litigation costs. Please refer to Note

expected to deliver earnings growth for the Company.

8 of the Financial Statements for an explanation of


the litigation costs.

We have commenced our global manufacturing


review to ensure our manufacturing facilities are op-

Normalised operating profit before interest and

erating at the fore-front of advanced manufacturing

tax of $37.8 million was up 9% from $34.7 million the

technologies and processes. In addition, we are also

previous year.

reviewing the location of our manufacturing facilities

The improved result was built on higher net

that remain in high cost labour locations to ensure

margins, cost containment and a continued focus on

that our products remain competitive in the long term.

credit management.

Growth in components and technology has been

Although operating revenue was lower and operating

a feature during the past year with the addition of

costs increased due to promotional expenditure, these

two new direct drive motor contracts. The business

were offset by lower bad debt expenses.

is targeting revenue of $120 million to $150 million by

Operating revenue decreased from $145.3 mil-

financial year 2016. We have three foundation custom-

lion to $139.7 million. Interest expense was margin-

ers which should deliver between $56 million to $86

ally down, reflecting lower funding costs and lower

million in financial year 2014.

volumes of new lending.

We are also exploring opportunities to com-

The bad debt expense to gross receivables ratio

mercialise our technology beyond the reach of the

decreased from 3.1% to 1.8%. This partly reflected the

Fisher & Paykel brand and we are actively exploring

full reversal of the $2 million Christchurch earthquake

partnership opportunities with Haier.

provision which was established in FY11. As it transpired, this was not required.

In summary, the Strategic Plan sets out the


roadmap for the business over the next four years.

Operating costs increased by $5.4 million (exclud-

We have aligned our activity to this Plan to ensure we

ing litigation costs) primarily as a result of increased

achieve our operating and financial goals and deliver

promotion related to the Q Card product.


Net finance receivables increased by 1% in the

a healthy return for our Shareholders.

FIVE KEY OPPORTUNITIES


STRATEGIC THEMES

KEY OPPORTUNITIES
1. Cooking Strategy

Improve 'Core' Appliances Earnings

2. North American Distribution


3. Global Manufacturing Review
4. Components & Technology

Monetising Technology To Diversify Earnings


5. Original Equipment Manufacture (OEM)

OUTCOME
Category growth
Improve profitability
Advanced manufacturing
Reduce product costs
FY16 Revenue target $120m$150m
Commercialise "knowhow" beyond
Fisher & Paykel brand market reach

P24

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

second half to $594 million, however, were down 1%

ness and the Non Bank Deposit Taker, Fisher & Paykel

on March 2011 levels. Growth in the second half re-

Finance Limited. Fisher & Paykel Appliances Holdings

flected a strengthening promotional program with the

Limited injected a further $8.5 million as capital into

Farmers Trading Company. Q Card receivables were

Fisher & Paykel Finance Limited to take the capital

flat on March 2011 levels, with new receivables growth

adequacy ratio to 15.27% compared to the minimum

offsetting the loss of a major account representing

requirements of 8.0%. Fisher & Paykel Finance Limited,

approximately $50 million in receivables. Farmers

as a Non Bank Deposit Taker, has maintained a long

Finance Card receivables declined by 3% on March

term issuer credit rating of BB (Stable Outlook) from

2011 levels, however, increased by 1% on September

Standard & Poors.

2011 levels. Farmers fixed instalment business declined


from $13 million last year to $10 million. Bulk funding

Finance Business Strategic Direction

receivables were down $2 million to $74 million.

There are opportunities to continue to grow the

Total external debt funding at 31 March 2012


was $551 million. The Finance business continues to

business without losing focus on the core business


of consumer point of sale solutions.

maintain a diversified funding portfolio represented by

We want to grow Q Card and Farmers Finance

retail debentures (21%), RFS commercial paper (37%)

Card receivables and enhance our other offerings in

and term wholesale bank debt (42%). The business

the market.
Going forward the business is focused on the

continued to maintain surplus liquidity in the form of


undrawn term and standby committed banking facili-

following growth opportunities:

ties. The Finance business has successfully navigated

__

the expiry of the Crown Deposit Guarantee Scheme on


31 December 2011. Monthly retail debenture reinvest-

Trading Company;
__

ment rates have increased post 31 December and the


reinvestment rate in March 2012 was 89%. As a result

Fully develop the partnership with Farmers


Broaden merchant reach (target to move from
15% to 20% in the next two years);

__

of increased retail debentures, the Finance business

Target new retail channels, for example, the


health and agriculture sectors;

intends to remove $85 million of wholesale banking

__

Promote customer loyalty to retailers;

facilities that were principally put in place to cover

__

White label opportunities for retail stores;

any shortfall in debenture funding post the expiry

__

Expand gift and cash card offerings;

of the Crown Deposit Guarantee. Net of this reduc-

__

Deliver further technology solutions to custom-

tion undrawn term and standby committed banking


facilities amounted to $152 million as at 31 March 2012
During the year further steps were taken to

ers including digital and on-line;


__

Consider selective acquisitions of core portfolio


receivables.

strengthen the funding position of the Finance busi-

FINANCE BUSINESS FINANCIAL PERFORMANCE

Operating Revenue
Normalised Operating Profit before Interest and Taxation (including Operating Interest)

YEAR

6 MONTHS

31 March

31 March

31 March

2012

2011

2012

30 Sept
2011

NZ$000

NZ$000

NZ$000

NZ$000

139,719

145,289

69,417

70,302

37,814

34,722

19,447

18,367
(5,917)

Items affecting comparability


- Litigation costs
Reported Operating Profit before Interest and Taxation (including Operating Interest)
Net Finance Receivables

(6,774)

(857)

31,040

34,722

18,590

12,450

594,532

601,595

594,532

589,337

MANAGING DIRECTOR AND CEOS REVIEW

People
I would like to acknowledge the significant contribution
of our staff over the past year. Their talent, passion,
creativity and dedication have been instrumental in
positioning the Company for the future. I am grateful
for the efforts made by the Fisher & Paykel team across
both Appliances and Finance and believe we have the
momentum to make further advancements this year.
I would also like to thank our suppliers, customers and business partners for their continued support
during the year.

SUMMARY
In the next financial year our investment in product
development, quality brand and direct drive motors
will start to deliver results. This is an exciting prospect
as we deliver new refrigeration, laundry and cooking
products to the market and the two direct drive motor contracts commence. While market conditions are
expected to remain difficult, our strategic roadmap
provides clarity and direction for the business and
we are aligned to delivering on the Five Main Things
and Five Key Opportunities.
The Finance business has continued to perform
in difficult retail market conditions and is a world-class
consumer point of sale finance business. We see opportunities to further grow this business over the next
few years within its core capabilities.
The business has come a long way in the past three
years and the balance sheet is now in a much stronger position. Going forward I am looking forward to
meeting the challenges of the next few years as we
deliver on our strategic plan and generate a healthy
return for our Shareholders.

S B Broadhurst
Managing Director & Chief Executive Officer
24 May 2012

P25

P26

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

A GLOBAL

OUR BRAND

BRAND

VALUES

2012 SAW THE FURTHER DEVELOPMENT

REAL

OF A BRAND AND COMMUNICATIONS

GENEROUS

STRUCTURE TO SUPPORT FISHER &

HUMAN

PAYKELS BUSINESS OBJECTIVES AND

CURIOUS

PROVIDE CLEAR FOCUS FOR A GLOBAL


BRAND PLATFORM.

The aim is to refresh, realign and reposition the brand

Real

globally over a medium-term horizon, in tandem with

Our brand has real substance and is delivered with

other initiatives including our product development

integrity by ordinary people with extra-ordinary skill

strategy.

and commitment to build relationships with our cus-

When we talk about brand, we mean the sum

tomers through trust and reputation.

of all experiences, large and small, that people have


with Fisher & Paykel. Our brand is our company-wide

Generous

reputation, not just our logo.

We care about our customers, our people and our

We have taken our products to the world. Now


we need to support them with the stories that build

planet and have a willingness and spirit of openness


throughout our business.

our reputation beyond high performance products


to a brand that people aspire to have in their lives.

Human
Life is about routine as much as it is about the unexpected, and we cater for both. Our customers are
people with routines and rituals, expectations and
surprises, busy and quiet times, joys and tragedies.
Curious
We understand the dynamic nature of modern living.
Were curious about the world and how people live,
wherever they may be. Our outlook is global, but we
understand each local neighbourhood.

OUR BRAND

P27

EVERYDAY

OUR BRAND

PREMIUM

VISION

OUR POSITIONING IS EVERYDAY PREMIUM.

TO BE THE MOST

FOR US, THIS MEANS HIGH QUALITY AT

HUMAN-CENTRED APPLIANCE

AFFORDABLE PRICES AND ASPIRATIONAL

BRAND IN THE WORLD.

DESIGN THAT IS ACHIEVABLE TO OWN.

Our Positioning

At the heart of the Fisher & Paykel story are people

Everybody deserves product that is well designed,

looking for the innovation that changes the everyday

with real value and substance. We are in the middle

into something out of the ordinary. It appeals to our

and upper middle positions in the market, over the

basic human desire to live life and improve it. Our

best of the conventional offerings and below the

brand voice sets the tone for the way we look, sound

ultra-premium solutions. This is where our heritage

and communicate.

and legacy has brought us and where we can add


real value.

All brand communications over the past year


have been executed with this vision in mind. They
have been varied and wide-reaching.

Our Brand Goal


The goal is to create an everyday premium brand
that is very aspirational yet still accessible; a brand
that continues to be human-focused and real. One
that people are proud to be part of, whether they are
consumers, distributors, employees or shareholders.

P28

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

OUR DESIGN PHILOSOPHY:


DESIGN FOR REAL LIFE

We are curious about people. How they live, where


they live, what they do and how they use things. This
is where hidden insights wait to be uncovered. We are
curious not only with the function and performance
of our products but with the emotional role they play
in peoples lives. For us, design is not a self-serving
goal; it is a human endeavour to make life better.
Continuous innovation is part of the Fisher &
Paykel design philosophy. As evident in the release
of the Phase 7 DishDrawer, we have applied valuable research insights to deliver a product that is
considerably more in tune with the way that humans
are living their lives.
We live in a designed world and we believe everybody deserves good design. who use our products
day in and day out. The ongoing collaboration between design engineers and customers has changed
the course of appliance design for us as a company
and for those who use our products day in and day
out. Our future will be built on fostering this spirit of
collaboration and curiosity.

P30

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

DISHDRAWER
PHASE 7

Released in 2012, the latest DishDrawer dishwasher


continues to change the way people wash their dishes.
The Phase 7 DishDrawer brings a new level of
performance and quality into the kitchen. Range improvements include: pitch adjustable racking that can
also be folded flat for large items and accommodate
plates and deep bowls, improved fit for seamless installation into kitchen cabinetry, a wireless badge to
provide uninterrupted surfaces on integrated models,
reduced operating sound and an increase in wash and
energy performance.
We have found new ways to improve usability,
increasing the height of the drawer to allow for even
larger plates and platters. No longer limited to one
size of DishDrawer dishwasher, a wider version has
been developed to suit smaller families. We all know
every kitchen is different. The DishDrawer family is
designed for choice and convenience, offering multiple configurations, along with a choice of material
finishes to integrate seamlessly into new and existing
kitchen designs.

P32

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

GAS ON GLASS
COOKTOP

The Gas on Glass cooktop range combines the


cleanability of the highest quality glass surface with
the efficiency of gas cooking. It delivers total cooking precision through the latest burner technology
and elegant stainless steel controls. Gas on Glass is
a modular family of appliances, available in a range
of sizes to suit every home.
Premium quality materials and finish are strong
design cues in the Gas on Glass cooktop range. Trivets
of heavy duty cast iron sit alongside black glass and
a polished stainless trim, a combination that signifies
this range of everyday premium product.

P34

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

COMPANION
PRODUCTS

The Companion Product range has been designed to


complement any kitchen. The range includes a Coffee
Maker, Steam Oven, Compact Oven and Combination Microwave Oven, offering a complete modular
family. Whether its a fresh coffee in the morning, a
healthy steamed lunch or a quick ready-made meal
in the evening, the companion product range takes
convenience to a new level.
Each product is based on standard dimensions and can be easily configured to suit the kitchenwhether it is stacked vertically, placed side by
side in a linear fashion or configured in a Two x Two
Block. Any combination will deliver a unified built-in
solution. Design features including capacitive touch
controls, standard fascia height and brushed handles,
Stopsol glass and chrome trim ensure the Companion
Products sit perfectly alongside the broader Fisher &
Paykel range.

P36

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

FRENCH DOOR
REFRIGERATOR

The refreshed French Door Refrigerator was launched


late 2011. As the hero product of Fisher & Paykel's
refrigeration range, the French Door Refrigerator is
powered by our latest refrigeration development:
ActiveSmart Technology, embodying our sophisticated knowledge of food care.
This technology means that at the heart of
Fisher & Paykel refrigerators is the ability to sense
and respond to daily use in an intelligent way. The
combination of temperature sensors with smart
electronics and variable speed fans creates a
controlled environment and optimum temperature
for better food care.
Combining Ice & Water features with ergonomic
sliding drawers and a large 610 litre capacity, the
French Door Refrigerator provides the ultimate food
care solution.

P38

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

At the heart of all Fisher & Paykel washing machines


is the ability to sense and respond to each load in
an intelligent way. The combination of a direct drive
motor with smart electronics means greater reliability and better performance. We call it SmartDrive
technology.

P40

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

At the heart of Fisher & Paykel refrigerators is the ability to sense and respond to daily use in an intelligent
way. The combination of temperature sensors with
smart electronics and variable speed fans creates a
controlled environment and optimum temperature for
better food care. We call it ActiveSmart Technology.

P42

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

ENVIRONMENTAL RESPONSIBILITY

Direct Drive motor technology continues to evolve

Fisher & Paykel Appliances Holdings Limited ("Fisher &

and play a powerful role, enabling new efficiencies

Paykel") has long been committed to environmentally

across the upgraded SmartDrive washing machine

conscious operations as a business, and to creating

range. Consumers can now select machines based

new products that increasingly limit the impact on

on their households unique needs, be it top water

the environments natural resources.

and energy efficiency or optimal clothes care for a

New Zealands clean, green reputation has


formed part of our philosophy for decades. Today we

longer-wearing wardrobe, all due to technology developments at the core.

strive to emphasise sustainability in everything we do,


from comprehensive recycling programmes in New

Local Product Stewardship

Zealand and abroad, to continual energy and water

Fisher & Paykel appreciates that the environmental

consumption reduction efforts both in manufacturing

impact of an appliance continues long after it leaves

and new product design.

the factory gate. Taking responsibility for our products


throughout their life cycle, we opened our appliance

Efficiency

recycling operation in New Zealand nearly two de-

Fisher & Paykel aims to meet the highest industry

cades ago. Through this initiative, Fisher & Paykel is

standards with our appliances achieving top ranking

able to save around 25,000 appliances from landfill

results with Energy Star and WELS water ratings.

each year and enable the re-use of bulk materials.

Over the past thirty years our appliance energy and

Alongside appliance recycling, we recently

water usage has decreased across all our appliances.

launched a local programme for operational appliances

The most dramatic result in energy use is from

ten years or older in partnership with the Energy Ef-

the highest-consuming whiteware appliance in the

ficiency and Conservation Authority (EECA).

house, the refrigerator, which has reduced energy

Called Take Back, this initiative offers free col-

consumption on average by over 60 percent. Water

lection of working but unwanted refrigerators and

use by our dishwashers and clothes washers has also

freezers in New Zealands main centres. As well as

decreased, with these appliances now using around

recycling these products, we report back to EECA,

55 percent and 80 percent less water on average

calculating the amount of energy saved from the

respectively.

appliances decommissioning and replacement with

Last year we launched our world-leading, revo-

a more efficient, modern model. Take Back has so

lutionary refrigerator compressor design that is up to

far collected more than 650 refrigerators and freez-

35 percent more energy efficient than conventional

ers, delivering a total estimated energy savings of

compressors and further reduces the consumption of

394MWh/y, or enough energy to power around 200

the most energy-hungry appliance in the home. The

homes over a year.

compressor is now in trial and will be entering the


market in the next couple of years. We continued our

Global Initiatives

environmental improvements in 2012, this time in the

Across the globe our people are similarly commit-

laundry with our unique Direct Drive motor technol-

ted to reducing our environmental footprint through

ogy providing eco-friendly engineering and design

aggressive waste reduction and energy reduction

innovation behind our new suite of washing machines.

targets. We are successfully meeting our own high

When we developed Direct Drive motor tech-

targets in each country we are located and comply

nology 20 years ago, the focus was on delivering

with the strict emissions rules specific to each country.

higher performance and reliability in our washing

Our goal is to continually reduce our emissions

machines at a lower cost to the consumer. Today, the

and apply the principle of reduce, re-use and re-cycle

P43

to all of our process waste in all markets in which we

alongside the schools, provides trophies and certifi-

operate.

cates, an exciting field trip for the winning students


and a donation to assist with school fees and materials.
OUR COMMUNITIES

Further afield in Thailand, our factories have

Across the globe, Fisher & Paykels people share

consultative committees made up of staff represen-

a drive to help the communities in which we are

tatives and management who consider the requests

located. To do this we forge relationships with key

that come in from the community. One example of the

community organisations who, at a local level help

many donations made to schools, orphanages and

us identify the people most at need, and the things

underprivileged groups is the annual end of year food

they need most to assist them.

packs donated by staff members and supplemented


by company donations, which are then sourced by

Regional Responses

local Monks and distributed to those in need among

At the heart of our business lie two core areasour

the community.

appliances and our people. Both are integral to the

In Mexico the team has multiple initiatives to

initiatives through which we can demonstrate support

support its communities, from donations of native

to our local communities.

trees to ecology units for study and redistribution

From New Zealand to Italy and in between,

where needed, to appliances donated to educational

Fisher & Paykel acts locally to support projects close

institutions for the students investigations into new

to our people, their families, and our customers. Our

technologies. Like so many others in the Fisher &

outreach can be through donated appliances, commu-

Paykel family, Mexico is an active supporter of those

nity sponsorship, grass roots charity funding, schools

communities affected by natural disasters, donating

initiatives, or simply, people power.

essential supplies and fundraising to help people get

Our peoples expertise ranges across engineering and

back on their feet.

design, to sales and marketing, manufacturing and


customer service, so their guidance can be invaluable

Helping Hands in Hard Times

when donated to assist with community projects.

Providing practical responses to communities in need

In many of the markets we reside, Fisher & Paykel

is an integral part of our culture in every region we

taps into the community in areas where we can assist

operate. The worldwide Fisher & Paykel family rally

through local activity. In New Zealand for example, Re-

with fundraising to support relief efforts for the com-

cycling Days are just one way our people can engage

munities in which we operate.

with the community to make a difference. As part of

In New Zealand for example, the region of Can-

our ongoing appliance recycling effort we host these

terbury has continued to be rattled by unsettling

days where the public is invited to drop off any retired

aftershocks following the devastating earthquakes

whiteware appliances to our main centres for free. Not

that destroyed communities in 2010 and 2011. As

only are we able to save thousands of tonnes from

communities gather in a now-familiar response to

landfill as a result, but these events provide an easy

support one another, our people continue to provide

recycling option for the public and an opportunity to

appliances to community service centres when needed

meet our neighbours.

and help relief efforts as required, to get this stoic

Our Auckland Head Office has also long sup-

region through.

ported an initiative to recognise hardworking students

When Australia felt the impact of the Queensland

from three local schools in the East Tamaki and Otara

floods in 2010 our people rallied to respond with relief

area, The Young Endeavour Award. As part of the pro-

efforts in the community and assistance provided to

gramme, Fisher & Paykel participates in the judging

relief organisations like the Red Cross.

P44

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

Culinary Coaching

in sick leave and turnover.

The kitchen has always been the heart of the home


and it is still where families and friends share their

Sharing Our Design Stories

lives, even in todays busy world. Enjoying a feast with

There is a story of fresh thinking behind every Fisher

family and friends is one of lifes simple pleasures

& Paykel appliance stories of the people who chal-

and Fisher & Paykel designs products specifically to

lenged the norm and those who designed new ways

make cooking easier, more enjoyable and more social.

of doing things. Fisher & Paykel takes great pride in

As an extension of this driving product philoso-

sharing these design stories with our customers and

phy, our New Zealand, Australian and US markets are

regularly seeks opportunities to do so.

passionate supporters of a range of cooking schools,

Displaying the talents from our flagship design

community programmes, events and shows. One new

centres in Auckland and Dunedin, events like Urbis

programme we support in New Zealand is called Gar-

Design Day are an opportunity for our designers and

den to Table, where school children are taught how

engineers to engage directly with our customers.

to eat healthily and create meals from items theyve

Through their creation of bespoke design installations

grown themselves.

inspired by Fisher & Paykels Social Kitchen concept,

These are just some examples of our community

our people are able to demonstrate the unique think-

hand up in action across our global markets. Our

ing and stories behind our appliances and discuss the

philosophy is to support the communities in which we

impact of our designs with the people who use our

live, or where our customers reside, and through our

products every day.

people, expertise, funding and products we can be


the helping hand that assists these neighbourhoods

Globally Grown, Locally Honed

where they need it most.

The pioneering spirit of our founders drove the early


development of the business and that focus continues

OUR PEOPLE

today as we expand globally. Key to our success in

Fisher & Paykel is renowned for its leading-edge,

each market is the quality and consistency of our

human-centred products, and it is ultimately the

staff, all focussed on delivering the best customer

human element of our Company our people that

experience possible. This is fostered by the high-

drive this innovation and excellence. Their knowledge

quality leadership we have in each country we oper-

and commitment is the foundation on which Fisher

ate, enabling us to grow strong local teams united

& Paykel builds its reputation. From product design

by a common purpose and belief in the Companys

to point-of-sale, it is our excellent people, working

strategic direction.

together, who have set the Fisher & Paykel brand apart.

Our growth internationally means the Fisher &


Paykel of today is a rapidly changing business made up

A Wellness Strategy

of a diverse range of people spread around the globe

The health of our people is critical to the strength of

in Oceania, Asia, Europe and the Americas. While New

our business and a focus that transcends divisions

Zealand remains the hub for our collective design

through Company-wide involvement and leadership.

and engineering expertise and home to around 44%

Wellness programmes across the business, such as

of our employee base, our workforce is increasingly

Fisher & Paykel Finances recently awarded programme

representative of the global nature of our business

in New Zealand, are delivering marked improvements

and the customers and communities that we serve.

in the overall health and wellbeing of our staff. The

With responsibility for more than 50 international

programmes are also contributing to health and safety

markets, our New Zealand and Australian Call Centres

risk reduction and outcomes, and downward trends

act as a central point for both local and global mar-

P45

kets, working to provide consistently high standards


of customer support. As we expand, this service becomes intrinsic to the calibre and perception of our
brand internationally.
Career Opportunities
The future of Fisher & Paykel is truly global and we
encourage opportunities for career enhancement for
our people both within their local markets and outside their borders as we grow the brand's strengths
world-wide.
By helping to foster individual talent, we grow
our collective expertise, and it is common to find our
people on international assignments within the Company. From engineers to managers to those within our
sales force, our people regularly head to our centres
overseas and we welcome staff from abroad.
The recent global expansion of our Fisher &
Paykel sales force mirrors our growing presence in
markets like Canada, China and India. As we grow, so
to do the career opportunities within our business. All
the while, we strive to build talent through our product
development pipeline to ensure our engineering capability remains strong and able to support our increased
investment in research and development. Our global
manufacturing teams are equally committed to quality
and excellence in all they do, ensuring our products
meet the highest standards of production.
Fisher & Paykel people remain united by a common belief in the Companys past track record of
entrepreneurship and success, and a commitment
from all markets to being part of its future success.

P48

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

KEITH TURNER, 61, was appointed Chairman of the Company in February


2011 and has been a Director since November 2010. Dr Turner is a now a
professional director and is the Deputy Chairman of Auckland International
Airport, a Director of Spark Infrastructure (in Australia) and a Director of
Chorus, the newly established NZ telecommunications network operator.
He is also currently Chairman of Solar City Limited. Dr Turner possesses
extensive experience in the New Zealand energy sector. Most recently, he
served for 9 years as Chief Executive Officer of Meridian Energy Limited
from 1999 to 2008. Prior to that, he worked as a private energy expert
advising a range of large corporate clients and Government. He has previously served in a number of industry reform functions that established the
current New Zealand industry structure and has had many years in senior
industry operations and planning roles. He has a PhD in Engineering and
is a Distinguished Fellow of IPENZ
PHILIP LOUGH, 65, is a professional Director. His current roles include
Chairman of Methven Limited and Quotable Value, Deputy Chairman of
Port Nelson Limited and Director of Livestock Improvement Corporation.
Mr Lough is the former Chairman of New Zealand Trade and Enterprise.
He has had an executive career in building businesses in the dairy and
seafood industries that have succeeded by developing a network of global
distribution channels. His previous roles include the New Zealand Dairy
Board, Mainland Foods, Ernest Adams, Sealord Group and Deputy Chief
Executive of the New Zealand Dairy Board. Mr Lough holds a Bachelor of
Technology and is a Fellow of the Institute of Directors in New Zealand.
STUART BROADHURST, 45, was appointed Managing Director and Chief
Executive Officer on 11 December 2009. Mr Broadhurst has over 24 years
industry experience in every aspect of the Companys global operations.
Since 1988 he has held a number of senior management positions within
New Zealand and Australia. He has been employed in key leadership roles
for the Fisher & Paykel Appliances Group in the USA, the United Kingdom
and Europe, where he project managed, established and developed major
business units. Mr Broadhurst received a Bachelor of Commerce degree
from the University of Auckland.
LIANG HAISHAN, 45, has been a Director of the Company since April 2011.
Mr Liang has been Executive Vice President of Haier Group and President
of Haier White Goods Group since 2007. Prior to his current roles, Mr
Liang was Vice President of Haier Group and Managing Director of Haier
Refrigeration Division since 2005. Between 2002 and 2005, Mr Liang was
the Vice President of Haier Group and Managing Director of Haier Home
Integration Product Division. Previously he was the Acting Vice President
of Haier Group and Managing Director of Haier Logistics Division since
1999. Mr Liang joined Haier in 1988 and prior to his appointment to the
position of Managing Director of Haier Air Conditioner Division in 1995,
held a variety of positions in the manufacturing, engineering, QC and enterprise management departments. Mr Liang received a Bachelor Degree
of Management Science & Engineering from Xian Jiaotong University and
has a PhD Business Administration.

DIRECTORS

P49

TAN LIXIA, 41, has been a Director of the Company since July 2009. Ms
Tan was appointed as Senior Vice President of the Haier Group in 2010 in
addition to her existing role as Chief Financial Officer. Previously, Ms Tan
was Vice President of Haier Group Corporation and Director of the Finance
Division of Haier Group Corporation, responsible for the Groups financial
management including its risk, investment and financing strategies. Between
2002 and 2006 Ms Tan was the Director of the Haier Overseas Business
Division, where she established Haier as a household name in overseas
markets. Ms Tan has received awards for her outstanding contributions
towards Haiers globalisation strategy as Chinas Female Business Enterprise
and Creator of the Year, 2006, Chinas Chief Accountant of the Year, 2006,
one of Chinas Top Ten Businesswomen in 2006, Chief Finance Officer of
the Year, 2009 and Outstanding Entrepreneur in Shandong Province. Ms
Tan is a 1992 graduate of the Central University of Finance and Economics
and has an EMBA from China Europe International Business School in 2009.
LYNLEY MARSHALL, 52, has over 25 years experience in senior executive
roles in the media and consumer product sectors across New Zealand and
Australia. Mrs Marshall has expertise in competitive strategy, consumer
markets, innovation, taking new technology and services to the market
and multi-channel retail. She is Executive Director of the ABC Commercial
Division of the Australian Broadcasting Corporation. Mrs Marshall was appointed to ABC in 2000 as Director of New Media and Digital Services and
was responsible for the integrated delivery of ABCs digital content and
multi channel services, development and delivery of Australias first freeto-air digital television and broadband services. Prior to joining ABC she
held a variety of executive positions in radio, television and new media in
New Zealand. Mrs Marshall is a Non Executive Director of the Melbourne
Jazz Festival. She is a member of the Australian Institute of Company
Directors and has an Executive MBA from the University of Auckland.
GARY PAYKEL, 70, was Chairman of the Company from April 2004 until he
stood down from his role in November 2009. Mr Paykel remains a Director
of the Company. Mr Paykel was Executive Chairman of the Company following the separation from Fisher & Paykel Industries Limited. He was a
Director of Fisher & Paykel Industries from August 1979, Managing Director
from April 1987 and Chief Executive Officer from December 1989. He was
appointed Chairman of Fisher & Paykel Healthcare Corporation Limited
(previously Fisher & Paykel Industries Limited) following the separation
in November 2001. Mr Paykel joined Fisher & Paykel Industries Limited
in 1960 and prior to his appointment to the position of Sales Director
in 1985, held a variety of positions in the manufacturing, engineering,
purchasing and sales departments. Mr Paykel is a Companion of the New
Zealand Order of Merit.
BILL ROEST, 64 is the Chief Financial Officer of Fletcher Building Limited,
having been appointed on the separate listing of that company in 2001.
He had several leadership roles in the New Zealand finance sector before
joining Fletcher Challenge Limited upon the acquisition of Group Rentals
in 1986. Since then, he has been Managing Director of Fletcher Residential
and Fletcher Aluminium before taking up his present position. Mr Roest
is an Associate Chartered Accountant and a member of the Institute of
Chartered Accountants of New Zealand and a fellow of the Association
of Certified Corporate Accountants (UK).

From top Left: Keith Turner, Philip Lough,


Stuart Broadhurst, Liang Haishan, Tan Lixia,
Lynley Marshall, Gary Paykel, Bill Roest.

P50

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

STUART BROADHURST, was appointed Managing Director and Chief


Executive Officer on 11 December 2009. Mr Broadhurst has over 24 years
industry experience in every aspect of the Companys global operations.
Since 1988 he has held a number of senior management positions within
New Zealand and Australia. He has been employed in key leadership roles
for the Fisher & Paykel Appliances Group in the USA, the United Kingdom
and Europe, where he project managed, established and developed major
business units. Mr Broadhurst received a Bachelor of Commerce degree
from the University of Auckland.
BRETT BUTTERWORTH, Vice President, Components & Technology,
Production Machinery, Haier PMO, has extensive international experience
in the Companys manufacturing and commercial businesses and has held
a variety of senior executive positions within the organisation over the
past 30 years. His current role also includes project management of the
Companys Haier business relationship, VP of Production Machinery, and
more recently appointment as VP Components & Technology, reflecting
the increasing importance of this business to the Company.
ANDREW COOKE, Vice President, Supply Chain Management and
Information Technology, joined Fisher & Paykel Appliances in 1987 as
a Control Systems Engineer in the East Tamaki Refrigeration Division.
He has held several manufacturing support roles in Australia and New
Zealand before moving to Information Technology in 1997. He was appointed Vice President of Information Technology in 2002 and in 2009
was appointed to the additional role of Vice President Supply Chain
Management. Andrew has a Bachelor of Engineering with First Class
Honours from the University of Auckland.
ROGER COOPER, Vice President Operations, was appointed to this
role in 2010. He has gained extensive knowledge and experience of our
global operations since he joined our Company in 1973, progressing
from junior supervisory roles in the early stages of his career, to senior
management positions, including an appointment as Site Manager of our
Cleveland, Australia operations prior to his current Role. Roger has a NZ
Certificate of Engineering.
DALE FARRAR, Vice President Human Resources, joined Fisher & Paykel
Appliances in July 2010 on her appointment as Vice President Human
Resources. Prior to that Dale was General Manager Human Resources
at the Ministry of Social Development. Dale has extensive experience
in human resource management in international contexts. Before 2004,
Dale held senior global human resource roles at Fonterra Co-operative
Group, New Zealand Dairy Board and Air New Zealand Ltd. Dale has a
Bachelor of Arts (History) and Bachelor of Laws and Law Professionals
from Victoria University of Wellington. She has been admitted as a Barrister and Solicitor of the High Court of New Zealand.

EXECUTIVES / APPLIANCES

GARRY MOORE, Vice President Quality and Customer Services, was


appointed Vice President Quality and Customer Services in March 2011.
Prior to that he was General Manager Global Quality. Garry joined Fisher
& Paykel in 1991 as a Quality Engineer in our Cleveland, Australia operation. He moved to operational management in 1994 and has been Site
Manager for both our Dunedin and Auckland operations, and in 2008,
he was appointed New Zealand Operations Manager.
MATT ORR, Vice President Corporate Planning and Investor Relations,
joined Fisher & Paykel Appliances in 2009 as Vice President Corporate
Planning. In addition to this, he took up the role of Vice President Investor Relations in early 2010. Prior to joining Fisher & Paykel Appliances he
was Vice President Investment Banking at Deutsche Bank New Zealand.
Before 2003, Matt held roles at ABN Amro, Ernst & Young and Telecom
New Zealand. Matt has a Bachelor of Commerce with Combined Honours (First Class Accounting and Finance) from the University of Otago.
CRAIG REID, Chief Sales & Marketing Officer, joined Fisher & Paykel
Appliances in 2010, on his appointment as Chief Sales & Marketing Officer. Craig has extensive international sales and marketing experience,
acquired in a variety of roles within the Fisher & Paykel and Panasonic
organisations. This experience included senior management roles within
Panasonic New Zealand, culminating in his appointment as Managing
Director of that organisation in 2008.
DAVID SULLIVAN, Chief Financial Officer, joined Fisher & Paykel Appliances in August 2011. David has extensive financial and global commercial experience spanning 28 years. His previous business background
includes Chief Financial Officer roles at SkyCity Entertainment Group and
Vodafone New Zealand. He has also worked in a number of senior finance
executive roles in New Zealand and Internationally. He has a Bachelor of
Commerce degree and is a Chartered Accountant.
DANIEL WITTEN-HANNAH, Vice President Product Development, was
appointed Vice President of Product Development in February 2010. He
has extensive experience in all aspects of the Companys engineering and
project management operations. In 2008 Daniel was appointed to the
position of Dunedin Site Manager and prior to that held management
positions within our Cooking, Dishwashing and Refrigeration engineering operations. Daniel has a BE (Hons) of Mechanical Engineering from
Auckland University. Daniel is also leading a working group review of the
Companys Go to Market opportunities, to ensure the Company provides
an integrated consumer experience and a positive environment for their
decision making process.

From top Left: Stuart Broadhurst, Brett Butterworth,


Andrew Cooke, Roger Cooper, Dale Farrar, Garry Moore, Matt
Orr, Craig Reid, David Sullivan, Daniel Witten-Hannah.

P51

P52

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

ALASTAIR MACFARLANE, Managing Director of Fisher & Paykel Finance


Group, joined Fisher & Paykel Finance in 1988 in his current role and has
been extensively involved in the development of the Finance business,
as the Finance Group has evolved from a small strategic investment into
the current operation offering retail point of sale finance to customers
through a diversified range of retail merchants and commercial dealers.
Prior to joining Fisher & Paykel, Alastair was with Citibank in New Zealand
and KPMG, London, San Francisco and Auckland in an accountancy role.
Alastair has a Bachelor of Commerce degree from Auckland University
and is a member of the NZ Institute of Chartered Accountants.
IAN MCGREGOR, Chief Financial Officer of Fisher & Paykel Finance
Group, joined Fisher & Paykel Finance in 2010 in his current role. Ian
has extensive experience in top tier investment banks in New Zealand
and overseas. Prior to his current role he was Head of Market Risk for
the BNZ, after a secondment to Tokyo with the NAB. Ian changed from
banking to the corporate sector 10 years ago. While in the UK he established a market risk treasury consulting team for SunGard, a global
financial software firm. On returning to New Zealand he joined Fonterra
as a Manager in Group Treasury. Ian has a Bachelor of Business Studies
degree from Massey University and is a registered CPA.
SARAH CARSTENS, General Counsel and Company Secretary, joined
Fisher & Paykel Finance in December 2009. Prior to that, Sarah was a
lawyer with ANZ National Bank Ltd, responsible for legal affairs for its
subsidiary company, UDC Finance Ltd. Sarah has also acquired legal
experience in her previous employment with law firms Buddle Findlay
and Minter Ellison. Prior to that Sarah was with Linklaters London, in their
banking and restructuring team. Sarah has an honours degree in Law
and Bachelor of Science from Canterbury University. She is admitted to
practise as a Barrister and Solicitor of the High Court of New Zealand.
Sarah is currently on parental leave from her General Counsel role, but
remains as Company Secretary.
ADRIAN LICHKUS, Chief Risk Officer, joined Fisher & Paykel Finance in
January 2006 as Chief Credit Risk Officer. Prior to that, Adrian was head
From top Left: Alastair Macfarlane, Ian McGregor,
Sarah Carstens, Adrian Lichkus, Sarah O'Connor,
Gregory Shepherd, Colin Smith.

of the Internal Audit function of the Auckland District Health Board. He


has Chaired the Auckland Branch of the Institute of Internal Auditors of
New Zealand and represented Auckland on the National Board of the
Institute. Adrian has over 15 years experience in credit risk management decision roles, both consumer and commercial, in the banking
sector. Adrian was with Deloitte for 3 years, completing his professional
development training. Adrian has a Bachelor of Commerce from Natal
University and a Bachelor of Accounting Science (Honours) from the
University of South Africa.

EXECUTIVES / FINANCE

SARAH OCONNOR, Chief Human Resources Officer, was appointed to


her current role in 2010. Sarahs experience includes Customer Service
Manager for Retail Financial Services before she moved to Fisher & Paykel
Finance, following the purchase of the Farmers Finance business. She
has been involved in process improvement, procurement and human
resources. Sarah has also held operational management roles with the
ANZ Bank, culminating in a role managing the Mortgage Operations
Team at their Lending Support Centre.
GREGORY SHEPHERD, Chief Operating Officer, was appointed to his
current role in May 2006 and prior to that was Group General Manager
Lending & Business Development. Gregory has extensive financial services experience with Westpac Banking Corporation and Bank of New
Zealand and Securities Trading (debt and equity instruments). He has held
a number of senior management roles in regional banking, marketing,
operations and business development. Gregory was a member of strategic
leadership and project management programmes for Westpac and the
Bank of New Zealand on cross Tasman initiatives. He has a Bachelor of
Commerce from Otago University and a NZ Stock Exchange Diploma.
COLIN SMITH, Chief Information Officer, joined Fisher & Paykel Finance
in 2010. Prior to that, Colin was Chief Information Officer of Manukau
City Council. His other experience includes responsibility for group and
business management functions at 3i plc. This included the areas of
business intelligence, financial systems, operations, customer service and
information technology. Colin has a Bachelor of Science (Hons) degree
from the University of East Anglia and a Masters of Business Administration degree from Aston University.

P53

P54

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

DIRECTORS REPORT

NZX Waivers

Your Directors are pleased to submit to shareholders

NZSX Listing Rule 9.2.1

their Annual Report, incorporating the financial state-

In 2009, the Company conducted an equity capital

ments and the auditors report, for the year ended

raising, a consequence of which was that Haier became

31 March 2012.

a 20% shareholder in the Company and is accordingly


a Related Party of the Company. At the time of the

Result

equity raising, it was also announced that Haier and

Profit for the year was $18.4 million after tax, com-

the Company had entered into a Cooperation Agree-

pared to $33.5 million after tax for the previous year.

ment to work together on a number of initiatives for

Earnings were 2.5 cents per share (2011 earnings

the benefit of both companies. It is possible that, over

of 4.6 cents per share).

time, aspects of the specific agreements entered into


to give effect to the terms of the Cooperation Agree-

Shareholders Equity

ment will exceed the thresholds in NZSX Listing Rule

Shareholders equity as at 31 March 2012 totalled

9.2.1. The rule provides that entry by an Issuer into

$605.2 million (2011 $614.9 million).

a Material Transaction with a Related Party must be

The Group had 724,235,162 authorised and issued


shares as at 31 March 2012.
During the year no shares were issued.

approved by an Ordinary Resolution of the Issuer.


On 22 March 2010, NZX granted the Company
a waiver, subject to certain conditions, from the requirement in NZSX Listing Rule 9.2.1 that would have

Dividends

required the Company to seek shareholder approval

The Directors have not declared a dividend for the

of the agreements entered into to give effect to the

year ended 31 March 2012 (2011 no dividend declared)

terms of the Cooperation Agreement.

due to continued uncertain market conditions. The

On 30 November 2011, NZX granted the Com-

Directors are conscious of the importance of dividends

pany a waiver from NZSX Listing Rule 9.2.1 such that

to shareholders and will resume dividends as soon as

the Company need not obtain shareholder approval for

financial and operating conditions permit.

the sale of parts under a Motor Supply Agreement that


the Company entered into with Haier on 21 March 2011.

Directors

A condition of each of these waivers was that

In accordance with the Companys Constitution, Dr

the Company includes details in its annual report of

Keith Turner and Ms Tan Lixia will retire by rotation

the values of products sold to, and purchased from,

and being eligible offer themselves for re-election. Mr

the Haier group under the various agreements in the

Philip Lough and Mrs Lynley Marshall, being eligible,

relevant financial year. In relation to the financial year

offer themselves for election.

ended 31 March 2012 that information is set out in Note

As previously announced, Mr Gary Paykel intends

39 to the Financial Statements.

to retire at the Annual Shareholders Meeting set for


23 August 2012.

Remuneration of Directors
The remuneration of the Directors for the year ended

Disclosure of Interests by Directors

31 March 2012 has been disclosed on page 59 of this

Directors certificates to cover entries in the Inter-

Annual Report.

ests Register in respect of remuneration, insurance,


indemnities, dealing in the Companys shares and
other interests have been disclosed as required by
the Companies Act 1993.

DIRECTORS' REPORT AND CORPORATE GOVERNANCE

Outlook

P55

CORPORATE GOVERNANCE

An update on trading and market conditions will be

The Board and management of the Company are

provided at the Annual Shareholders Meeting set for

committed to ensuring that the Company adheres to

23 August 2012.

best practice governance principles and maintains the


highest ethical standards. The Board has agreed to
regularly review and assess the Companys governance
structures to ensure that they are consistent, both in

The Board of Directors of the Company authorised

form and substance, with best practice.


The Company operates under a dual listed com-

the financial statements for issue on 24 May 2012.

pany structure, being listed in both New Zealand and


For and on behalf of the Board

Australia. Corporate governance requirements apply


in both jurisdictions. These requirements include the
ASX Corporate Governance Councils Principles and
Recommendations (2nd edition), the New Zealand


K S Turner

S B Broadhurst

Securities Commissions (now the Financial Markets

Chairman

Managing Director &

Authority) Governance Principles and Guidelines con-

Chief Executive Officer

tained in its report entitled Corporate Governance in


New Zealand Principles and Guidelines (together,

24 May 2012

the Principles) and the NZX Corporate Governance


Best Practice Code (NZX Code).
The Board has adopted a Governance Manual
for the Company, consisting of various charters and
policies which reflect the Principles.
The Board considers that the Companys corporate governance practices and procedures are not
materially different to the Principles.
The Company meets all of the best practice
requirements of the Principles and the NZX Code as
at the date of this Annual Report.
Code of Conduct (Ethics)
The Company expects its Directors and employees to
maintain high ethical standards. A Code of Conduct
for the Company and a separate Directors Code of
Conduct apply.
Both Codes address, amongst other things:
__

conflicts of interest

__

receipt of gifts

__

corporate opportunities

__

confidentiality

__

expected behaviours

__

delegated authority

__

reporting issues regarding breaches of the Code

P56

__

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

of Conduct, legal obligations or other policies

ficer of the Company. Mr Broadhurst was appointed

of the Company

to this role on 11 December 2009.


Mr Liang Haishan was appointed to the Board

obligations for a Director to act in good faith


and in what the Director believes to be the best

on 14 April 2011.
Mr Simon Botherway resigned on 30 April 2011.

interests of the Company

Mr John Gilks retired on 25 August 2011 but


The full content of the Companys Codes of Conduct

continues as Chairman of the Finance business board.


Mr Philip Lough and Mrs Lynley Marshall were

can be found on the Companys website (www.fisherpaykel.co.nz). At the date of this Annual Report, no

appointed to the Board on 12 September 2011.

serious instances of unethical behaviour have been

Mr Peter Lucas retired on 31 March 2012.

reported under the Companys Code of Conduct.

A summary of the tenure, skills and experience


of each Director is provided at pages 48 to 49 of this

Responsibilities of the Board and Management

Annual Report.

The business and affairs of the Company are managed


under the direction of the Board of Directors. At a

Independence of Directors

general level, the Board is elected by shareholders to:

The factors the Board considers to assess the indepen-

__

establish the Companys objectives

dence of its Directors are set out in its Board Charter.

__

develop, in consultation with the Chief Executive

No materiality thresholds have been adopted, as the

Officer, strategies for achieving the Companys

Boards approach is to determine independence on

objectives

a case by case basis.


After consideration of these factors and criteria,

__

identify and manage risks

__

determine and approve the overall policy frame-

the Board is of the view that:

work within which the business of the Company

__

__

Mr Liang Haishan and Ms Tan Lixia are not

is conducted

independent directors as they are associated

monitor managements performance with respect

directly with Haier (Singapore) Management

to these matters

Holding Co. Pte Ltd, a substantial shareholder of


the Company. No other Director is a substantial

The Board Charter regulates internal board procedure

shareholder of the Company or an officer of, or

and describes the Boards specific role and responsi-

otherwise associated directly with, a substantial

bilities. A copy of the Board Charter is provided on

shareholder of the Company.

the Companys website.

__

There is one Director who within the last three

The Board delegates management of the

years has been employed in an executive capacity

daytoday affairs of the Company to the Executive

by the Company or another Group member, or

team under the leadership of the Managing Director &

been a Director after ceasing to hold any such


employment, namely Mr Stuart Broadhurst.

Chief Executive Officer to deliver the strategic direction and goals determined by the Board.

__

No Director is a material supplier or customer


of the Company or other Group member, or an

The Board

officer of or otherwise associated directly or

Board Composition

indirectly with a material supplier or customer,

At present there are eight Directors on the Board, of

other than Mr Liang Haishan and Ms Tan Lixia.

which seven are nonexecutive Directors.

Mr Liang and Ms Tan are executive officers of

The Executive Director is Mr Stuart Broadhurst,


who is the Managing Director & Chief Executive Of-

Haier which is both a supplier to and customer


of the Company.

DIRECTORS' REPORT AND CORPORATE GOVERNANCE

__

__

__

No Director other than the Haier representative

acumen, leadership, communication capabilities, tech-

Directors has a material contractual relationship

nology, finance industry and manufacturing industry

with the Company or another Group member

experience. In respect of diversity, the Board aims to

other than as a Director of the Company.

have members who have a broad range of experience,

No Director has served on the Board for a period

who will bring and express a diversity of thought, can

which could, or could reasonably be perceived

operate as a team and see a wide range of oppor-

to, materially interfere with the Directors abil-

tunities for the Company. The Board recognises that

ity to act in the best interests of the Company.

diversity in a variety of forms, including in particular

All Directors are free from any interest or busi-

gender diversity, contributes to improved Company

ness or other relationship, which could or could

performance. Details regarding each Director can be

reasonably be perceived to, materially interfere

found at pages 48 to 49.

with the Directors ability to act in the best in__

P57

Having reviewed the position, the Company con-

terests of the Company.

siders that the Board is composed of an appropriate

Based on the above assessments, the Company

mix of skills, expertise and independence.

considers that five of the current eight Directors are independent directors, namely Dr Keith

Committees

Turner, Mrs Lynley Marshall and Messrs Philip

Specific responsibilities are delegated to the Audit &

Lough, Gary Paykel and Bill Roest.

Risk Management Committee, the Human Resources


and Remuneration Committee and the Nomination

As Mr Stuart Broadhurst held an executive position

Committee. These Board Committees support the

during the financial year he is not, in the Boards

Board by working with management on relevant is-

opinion, independent.

sues at a suitably detailed level and then reporting

The Company notes it has a minimum of three

back to the Board. Each of these Committees has

independent directors as required by the NZSX List-

a charter setting out the committees objectives,

ing Rules.

procedures, composition and responsibilities. These

Following his retirement from the Board on 25


August 2011, Mr John Gilks continued as Chairman of

charters can be viewed on the Companys website,


www.fisherpaykel.co.nz.

the Finance business board. Mr Gilks is a director and


shareholder of a company which provides debt collec-

Audit & Risk Management Committee

tion services to the Finance business in the ordinary

Under the Audit & Risk Management Committee

course of business. Mr Gilks does not take part in the

Charter, the Committee Chair must be an indepen-

selection of debt collection service providers on behalf

dent Director and not the Chairman of the Board,

of the Finance business or the day to day running of

the Committee must have at least three members,

the debt collection company.

the Committee must consist only of non-executive


directors and a majority of the Committees members

Board Statement

must be independent. The members of the Committee

The Board is committed to ensuring that the mix of

are presently Mr Bill Roest, Mrs Lynley Marshall and

skills and diversity at Board level reflects the nature

Ms Tan Lixia. Mr Roest succeeded Mr John Gilks as

and structure of the business and its customer base

Chairman of the Committee on 27 May 2011.

in order to maximise the future success of the Com-

The Audit & Risk Management Committee

pany. The skills that are considered necessary for the

Charter is available on the Companys website, www.

Board include retail markets knowledge, branding and

fisherpaykel.co.nz. The qualifications and expertise of

marketing, international business, financial, strategic

each member of the Committee is outlined on pages

P58

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

48 to 49 of the Annual Report.


The Committees role is to assist the Board in
its oversight of all matters relating to the financial

of the Committee satisfies the requirement of the


Committee Charter that a majority of the members
be independent.

accounting and reporting of the Company. The Com-

The Nomination Committee Charter is available

mittee also monitors risk management, the processes

on the Companys website, www.fisherpaykel.co.nz.

which are undertaken by management and both

The qualifications and expertise of each member of

external and internal auditors. External auditors are

the Committee is outlined on pages 48 to 49 of the

monitored in accordance with the External Auditors

Annual Report.

Policy, a summary of which appears on the Companys


website, www.fisherpaykel.co.nz.

Board Processes
The Board held 12 monthly meetings during the

Human Resources and Remuneration Committee

year ended 31 March 2012. The table on the follow-

The Human Resources and Remuneration Commit-

ing page shows attendance at the Board (including

tees role is to assist the Board in establishing co-

Board meetings additional to the scheduled monthly

herent human resources and remuneration policies

meetings), Finance business board and Committee

and practices. The current members of the Human

meetings. Board meetings are normally held monthly,

Resources and Remuneration Committee are Messrs

with the exception of January and June. There is a

Philip Lough and Gary Paykel and Mrs Lynley Marshall.

formal procedure agreed by the Board to allow Direc-

The composition of the Committee satisfies the re-

tors to take independent professional advice at the

quirement of the Committee Charter that a majority

expense of the Company.

of the members be independent.

There is a separate board for the Finance busi-

The Human Resources and Remuneration Com-

ness. This is chaired by Mr John Gilks. The other

mittee Charter is available on the Companys website,

directors are Messrs Stuart Broadhurst, Alastair Mac-

www.fisherpaykel.co.nz. The qualifications and exper-

farlane, Gary Paykel, Carlos da Silva and Hugh Rennie

tise of each member of the Committee is outlined on

QC. Messrs da Silva and Rennie QC are autonomous

pages 48 to 49 of the Annual Report.

directors as required by the Reserve Bank of New


Zealand Act 1989 and the Deposit Takers (Fisher &

Nomination Committee

Paykel Finance Limited) Exemption Notice 2010. The

The procedure for the appointment and removal of

Finance business board normally meets monthly, with

Directors is ultimately governed by the Companys

the exception of January and June.

Constitution. A Director is appointed by ordinary


resolution of the shareholders, although the Board

Directors Remuneration

may fill a casual vacancy.

Shareholders fix the total remuneration available to

The Board has delegated to the Nomination

nonexecutive Directors. Shareholders approved the

Committee the responsibility for recommending candi-

current annual fee pool limit at the annual meeting

dates to be nominated as a Director on the Board and

in August 2010 as $1,250,000.

candidates for the committees. When recommending

The Company recognises the key role personnel

candidates to act as a Director, the Committee takes

play in the pursuit of its strategic objectives. The Hu-

into account such factors as it deems appropriate,

man Resources and Remuneration Committee reviews

including the experience and qualifications of the

Director remuneration and is charged with establishing

candidate.

remuneration policies and guidelines to ensure links

Currently, all of the Directors of the Board serve

exist between corporate performance and remunera-

on the Nomination Committee. The composition

tion paid to Directors. The policies are also designed

DIRECTORS' REPORT AND CORPORATE GOVERNANCE

P59

to enable the Company to attract, retain and motivate

Philip Carmichael

$3,185* (retired 14 April 2011)

Directors who will create value for shareholders.

John Gilks

$65,120 (retired 25 August 2011)

Liang Haishan

$86,015* (appointed 14 April 2011)

Philip Lough

$53,618 (appointed 12 September

The Company takes advice from independent


consultants to benchmark Directors fees with fees
paid to directors of comparable companies in New

2011)

Zealand and Australia.


The Companys policy is to pay its nonexecutive

Peter Lucas

$87,200 (retired 31 March 2012)

Lynley Marshall

$57,480 (appointed 12 September

Gary Paykel

$117,200

Directors fees in cash. However, the Company encour-

2011)

ages the Directors to hold shares in the Company.


Non-executive Directors received the following

Willem (Bill) Roest $110,526

Directors fees (including a retirement allowance where

Tan Lixia

$104,200*

applicable) from the Company in the year ended 31

Keith Turner

$178,200

March 2012:

* Paid to Haier (Singapore) Management Holding Co. Pte Ltd

Simon Botherway $9,350 (retired 30 April 2011)

2012 BOARD AND OTHER MEETING


ATTENDANCE

MONTHLY BOARD
MEETINGS 1

Eligible Attended

BOARD
COMMITTEE
MEETINGS

OTHER BOARD
MEETINGS

Eligible Attended

ARMC 2

Eligible Attended

HR & REM
COMMITTEE

Eligible Attended

Eligible Attended

Directors
Keith Turner
John Gilks [retired 25.08.11]
Simon Botherway [retired 30.04.11]

12

12

Stuart Broadhurst

12

12

Liang Haishan

12

12

12

Philip Lough [appointed 12.09.11]


Peter Lucas
Lynley Marshall [appointed 12.09.11]
Gary Paykel

12

11

Bill Roest

12

12

Tan Lixia

12

Alternate Directors
Hou Xinlai (alternate for Liang Haishan)

12

11

Tommy Leung (alternate for Tan Lixia)

12

12

FINANCE MTHLY
BOARD MTGS

Eligible Attended

FINANCE OTHER
BOARD MTGS

Eligible Attended

BOARD
COMMITTEE MTGS

Eligible Attended

Finance business board


Stuart Broadhurst

10

10

13

12

Carlos da Silva

10

10

13

12

John Gilks

10

13

12

Alastair Macfarlane

10

10

13

13

Gary Paykel

10

13

10

Hugh Rennie

10

13

10

1
2

As all Directors of the Board serve on the Nomination Committee, Committee meetings were held as part of the Board Meetings
Audit & Risk Management Committee

P60

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

Mr Stuart Broadhurst does not receive remunera-

allowance of $120,928 based on the per annum aver-

tion as a Director of the Company or any subsidiary

age of the fees received by Mr Waters in the previous

company. Mr Broadhurst acting in his capacity as an

three years. Except for Mr Waters, no other Director

employee of the Company and subsidiaries received

was paid a retirement benefit by the Company in the

total remuneration, inclusive of the value of other

year ended 31 March 2012.

benefits, in respect of the year ended 31 March 2012


of $977,244 (2011 $770,659).

The Company has provisioned for Directors


retirement allowances, based on the per annum aver-

As directors of the Finance business board,

age of the fees received by the qualifying Directors

Messrs John Gilks and Gary Paykel received $18,098

in the previous three years. As at 31 March 2012, the

and $30,000 respectively (included in the remunera-

provisioned amount was $384,402 ($528,795 as at

tion figures quoted above) in the year ended 31 March

31 March 2011).

2012. Mr Gilks received a further $26,902 (not included


in the remuneration figures quoted previously) for his

Senior Management Remuneration

continued services as Chairman of the Finance busi-

The Human Resources and Remuneration Committee

ness board following his retirement from the Board,

is responsible for reviewing the remuneration of the

in the year ended 31 March 2012. Messrs Carlos da

Companys senior management in consultation with

Silva and Hugh Rennie QC received directors fees

the Managing Director & Chief Executive Officer of the

of $53,268 each for serving on the Finance business

Company. Similar policies and principles that guide

board, in the year ended 31 March 2012. Mr Alastair

remuneration of Directors apply to the remuneration

Macfarlane did not receive remuneration as a director

of the Companys senior management, although

of the Finance business board.

remuneration packages consist of a mixture of cash

Except as stated above, no employee of the

and other benefits, including Company share based

Company or its subsidiaries receives or retains any

payments. The expected outcomes of the Companys

remuneration or other benefits in their capacity as

remuneration policies for senior management are

a Director.

to balance motivating and retaining key employees,

Under the Companys constitution, the Board is

attracting quality management and providing perfor-

permitted under the NZSX Listing Rules to authorise

mance incentives that allow executives to share the

the payment of retirement allowances to any Direc-

rewards of the success of the Company. In addition,

tor who was in office before 1 May 2004 and has

an Executive Long Term Incentive Plan was recently

continued to hold office since that date, where such

implemented to secure the retention of key execu-

payments do not exceed the total remuneration of a

tives and is focused on achieving the objective of

Director in any three years. The Board has resolved,

long term shareholder wealth.

however, that it will not pay out any future retire-

ASX recommends that listed companies that

ment benefits for Directors appointed prior to 1 May

are not required to comply with section 300A of the

2004, other than at the Boards discretion, an amount

Corporations Act (which requires disclosure of the top

equivalent to one years fees calculated according to

five (5) senior management remuneration packages

the per annum average of the fees paid to that Direc-

paid by the Company) should consider the range of

tor in their last three years of office. Subject to Board

means by which they may achieve the same ends. As

approval, any such retirement benefit will be payable

these figures are distorted by the Company having

following each Directors retirement.

a number of senior managers who reside outside of

Mr Ralph Waters retired from the Board on 28

New Zealand, where remuneration market levels differ

February 2011 and during the year ended 31 March

widely, senior management remuneration is included

2012 the Board approved payment of a retirement

in the wider disclosure made by the Company on

DIRECTORS' REPORT AND CORPORATE GOVERNANCE

P61

page 167 of this Annual Report, where the Company

material business risks, as well as related internal

has included in relevant bandings the number of em-

compliance systems that are designed to:

ployees, whose remuneration, inclusive of the value of

__

other benefits received by such employees, exceeds


$100,000.

optimise the return to and protect the interests


of stakeholders

__

safeguard the Companys assets and maintain


its reputation

Performance Evaluation and Training

__

improve the Companys operating performance

The Board has a range of policies in place relating to

__

fulfil the Companys strategic objectives

the performance evaluation of the Board, the Boards


committees, individual Directors and Executives. Dur-

The Board, through management, ultimately has

ing the year ended 31 March 2012, the Chairman led a

responsibility for internal control and compliance.

performance evaluation of the Board, its committees

Twice yearly, management prepares a detailed re-

and Directors in accordance with its policies. The

view of material business risks for the Audit & Risk

Chief Executive Officer led a performance evaluation

Management Committee. The Committee reports to

of the senior Executives in accordance with Company

the Board on the effectiveness of the Companys

policies. A summary of the Companys Performance

management of its material business risks. The Board

Evaluation Policy is available on the Companys web-

has received the report of the effectiveness of the

site, www.fisherpaykel.co.nz.

Companys management of material business risks

The Board Charter requires the Board to under-

for the year ended 31 March 2012.

take an annual performance evaluation of itself that:

Whilst s295A of the Corporations Act 2001 (Cth)

compares the performance of the Board with

does not apply to the Company, the Board monitors

the requirements of its Charter

financial reporting risks in relation to the financial

reviews the performance of the Boards

statements and ensures they are founded on an effec-

committees

tive system of risk management and internal control.

__

__

__

__

sets forth the goals and objectives of the business for the upcoming year

Market Disclosure and Shareholder Communication

effects any improvements to the Board Charter

The Company is dedicated to upholding a high stan-

deemed necessary or appropriate

dard of disclosure, ensuring that all investors have


equal and timely access to material information and

The Company believes that a mix of skills and ex-

that information is presented in a clear and balanced

perience is important to ensure that the Board per-

way. A summary of the Companys Market Disclosure

forms most effectively. The Nomination Committee

Policy is available on the Companys website, www.

has responsibility for the Boards appointment and

fisherpaykel.co.nz.

training processes. The selection criteria and training

The Company communicates with its sharehold-

policy for directors can be found in the Nomination

ers publicly by posting information on the Companys

Committee Charter.

website, www.fisherpaykel.co.nz, by releasing on the


NZX and ASX as well as providing an annual review

Risk Management

and interim review to all shareholders.

The Companys Risk Management Policy Summary


is available on the Companys website, www.fisher-

Diversity

paykel.co.nz.

The Company has a Group wide Diversity Policy

The Company has a number of risk management

which reflects the Companys commitment to diversity

policies for the oversight of financial and nonfinancial

and provides a structure for, and complements, the

P62

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

Companys diversity related initiatives and policies.

tives for achieving diversity, including gender diversity.

A copy of the Companys Diversity Policy is available

The table below details the measureable objectives for

on the Companys website www.fisherpaykel.co.nz.

achieving diversity set by the Board and the progress

In accordance with the Companys Diversity


Policy, the Board has established measureable objec-

made towards achieving these during the year ended


31 March 2012.

MEASURABLE OBJECTIVES
FOCUS

Board

Organisational Analysis

OBJECTIVE

Ensure that the director selection process includes a suitable


pool of candidates with the aim of achieving diversity on the
Board.

2nd female director appointed September 2011.

Conduct an analysis of the current state of diversity (including


gender diversity) in the global organisation that captures:

A comprehensive report for the year ended 31 March 2012 has


been prepared. The current state of the Companys gender
and age diversity is now known.

__
__
__
__

Common View

Systems and Structures

PROGRESS TO 31 MARCH 2012

Representation by organisational strata


Representation by occupational group
Retention rates
Attraction and recruitment rates

Female representation increased from 11% to 22% in year


ended 31 March 2012.

Establishment of data capture for other diversity dimensions


(e.g. ethnicity) is a priority.

Build knowledge and alignment among the leadership team


about the benefits of diversity to the organisation through selfassessment, education and debate.

Three Executive members are on the Steering Group.

Review (and where necessary modify) core recruitment and


promotion systems to ensure that processes are designed to
support the achievement of diversity at all levels and across all
areas of the organisation.

The initial focus towards achieving this objective has been on:

The programme objectives and format for achieving a


common view have been agreed. Relevant background
information has been gathered and Executive sessions
scheduled.

__
__
__
__

Initiatives /
programmes

Reporting

Understanding the barriers to diverse representation in


leadership
Reviewing the Companys recruitment process and practice globally
Establishing a dedicated project team
Focusing on systemic factors that need to be addressed to
ensure a wider pool of skills and capability are identified

Establish a Steering Group to assist the Executive with


overseeing the development and implementation, and ongoing
monitoring of the Companys diversity strategy and progress
towards achievement of objectives.

Achieved. Development of this Steering Group's strategy,


actions and milestones are being developed.

Establish a process for measuring and reporting on progress


towards achieving diversity.

Six monthly reporting to Executive initiated. The reporting


focus for the year ending 31 March 2013 will be on Gender,
including in particular:
__
__
__

Gender in each Business Unit and Country


Gender in each Management Tier
Leadership appointments (attraction and selection rates)

Other dimensions will be added once gaps in the Companys


data are closed.

DIRECTORS' REPORT AND CORPORATE GOVERNANCE

P63

PROPORTION OF FEMALE EMPLOYEES


Fisher & Paykel

Appliances

Finance

Appliances Group

business

business

Whole Organisation

35%

33%

71%

Senior Executive Positions

18%*

10%

29%

Fisher & Paykel

Fisher & Paykel

Finance business

Appliances Holdings

Appliances Limited

board

0%

0%

Limited
Women on the Board
As at 31 March 2012
*Managing Director included in both Board and Executive numbers

The table above details the proportion of women in


the whole organisation, on the Board and in senior
Executive positions for the entire Fisher & Paykel
Appliances Group, the Appliances business and Finance business.
Policies
Other than policies referred to earlier in this Corporate Governance section, the Company has in place
a number of policies related to respecting the rights
of shareholders and other stakeholders, which aim to:
__

ensure the Company communicates effectively


with them

__

provides appropriate access to the Board, management and external auditors

__

encourage effective shareholder participation


at shareholder meetings

__

prescribe the circumstances where directors,


officers and employees can trade in Company
securities

All policies relating to corporate governance are


available either in full or in summary form on the
Companys website, www.fisherpaykel.co.nz.

22%*

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES


FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2012

P66

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

Independent Auditors Report


to the shareholders of Fisher & Paykel Appliances Holdings Limited

Report on the Financial Statements


We have audited the financial statements of Fisher & Paykel Appliances Holdings Limited on
pages 68 to 163 which comprise the statements of financial position as at 31 March 2012, the
income statements, statements of comprehensive income, statements of changes in equity and
cash flow statements for the year then ended, and the notes to the financial statements that
include a summary of significant accounting policies and other explanatory information for both
the Company and the Group. The Group comprises the Company and the entities it controlled at
31 March 2012 or from time to time during the financial year.
Directors' Responsibility for the Financial Statements
The Directors are responsible for the preparation of these financial statements in accordance
with generally accepted accounting practice in New Zealand and that give a true and fair view of
the matters to which they relate and for such internal controls as the Directors determine are
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with International Standards on Auditing (New Zealand) and
International Standards on Auditing. These standards require that we comply with relevant
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors
judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers the internal controls relevant to the Company's and Group's preparation of financial
statements that give a true and fair view of the matters to which they relate in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's and Group's internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
We have no relationship with, or interests in Fisher & Paykel Appliances Holdings Limited or
any of its subsidiaries other than in our capacities as providers of providers of audit, tax
compliance and other assurance services. These services have not impaired our independence
as auditors of the Company and Group.

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 (9) 355 8000, F: +64 (9) 355 8001, www.pwc.com/nz

AUDITORS' REPORT

P67

Independent Auditors Report


Fisher & Paykel Appliances Holdings Limited

Opinion
In our opinion, the financial statements on pages 68 to 163:
(i)

comply with generally accepted accounting practice in New Zealand;

(ii)

comply with International Financial Reporting Standards; and

(iii)

give a true and fair view of the financial position of the Company and Group as at
31 March 2012, and their financial performance and cash flows for the year then
ended.

Report on Other Legal and Regulatory Requirements


We also report in accordance with Sections 16(1)(d) and 16(1)(e) of the Financial Reporting Act
1993. In relation to our audit of the financial statements for the year ended 31 March 2012:
(i)

we have obtained all the information and explanations that we have required; and

(ii)

in our opinion, proper accounting records have been kept by the Company as far as
appears from an examination of those records.

Restriction on Distribution or Use


This report is made solely to the Company's shareholders, as a body, in accordance with Section
205(1) of the Companies Act 1993. Our audit work has been undertaken so that we might state
to the Company's shareholders those matters which we are required to state to them in an
auditors' report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company's
shareholders, as a body, for our audit work, for this report or for the opinions we have formed.

Chartered Accountants
24 May 2012

Auckland

P68

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2012
CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

Notes

$000

$000

$000

$000

1,031,168

1,110,342

Revenue
Operating revenue
Other income
Profit on sale of land & buildings
Other income
Total other income

Total revenue and other income

6,508

6,790

4,093

6,790

10,601

1,037,958

1,120,943

1
-

Items affecting comparability:


Onerous contracts

(2,694)

(882)

Fair valuation of non-current assets held for sale

(1,241)

(500)

Litigation costs

(6,774)

(10,709)

(1,382)

(988,862) (1,056,038)

136

111

Other operating expenses


Total operating expenses

Operating profit
Finance costs

Profit before income tax


Income tax expense

Profit for the year

(999,571) (1,057,420)

27

The above Income Statement should be read in conjunction with the accompanying Notes.

For and on behalf of the Board


Date: 24 May 2012


K S Turner S B Broadhurst
Chairman Managing Director & Chief Executive Officer

111
112

63,523

(10,857)

(15,403)

27,530

48,120

136

112

(9,099)

(14,575)

(82)

35

18,431

33,545

54

147

2.5

4.6

Profit per share attributable to the ordinary equity holders of the Company during the year:
Basic and diluted profit per share

136
136

38,387

FINANCIAL STATEMENTS

P69

STATEMENT OF COMPREHENSIVE INCOME


FOR THE YEAR ENDED 31 MARCH 2012
CONSOLIDATED

Notes
Profit for the year

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

18,431 33,545 54 147

Other comprehensive (loss) / income


Cash flow hedges

36 17,073 (15,041) - -

Exchange differences on translation of foreign operations

28 (40,491) (10,352) - -

Income tax relating to components of other comprehensive income

36 (4,780) 5,644 - -

Other comprehensive (loss) / income for the year net of tax

(28,198) (19,749)
- -

Total comprehensive (loss) / income for the year

(9,767) 13,796 54 147

The above Statement of Comprehensive Income should be read in conjunction with the accompanying Notes.

P70

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES


STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2012
CONSOLIDATED

APPLIANCES
BUSINESS*

FINANCE BUSINESS

PARENT

31 March

31 March

31 March

31 March

31 March

31 March

31 March

2012

2011

2012

2011

2012

2011

2012

31 March
2011

Notes

$000

$000

$000

$000

$000

$000

$000

$000

10

109,347

113,529

22,273

21,375

87,074

92,154

11

125,652

150,628

116,354

140,547

9,298

10,081

21

27

Assets
Current assets
Cash & cash equivalents
Trade receivables & other current assets
Finance business receivables

12

359,662

369,876

359,662

369,876

Inventories

13

151,772

195,108

151,772

195,108

Non-current assets classified as held for sale

14

13,843

15,021

13,843

15,021

Derivative financial instruments

15

2,365

2,654

2,361

2,654

2,023

1,162

2,023

1,162

637,620

637,585

764,664

847,978

308,626

375,867

456,038

472,111

637,646

637,613

200,521

202,155

199,448

200,909

1,073

1,246

Tax receivables
Intergroup advances

39

Total current assets


Non-current assets
Property, plant & equipment

16

Investment in subsidiaries

33

100,263

100,263
-

207,362

205,383

Intangible assets

17

196,709

210,948

83,252

90,649

113,457

120,299

Finance business receivables

12

234,870

231,719

234,870

231,719

Derivative financial instruments

15

151

103

48

7,015

7,015

18

54,783

55,857

71,275

75,385

148

228

Investment in Finance business

Tax receivables
Deferred taxation
Other non-current assets
Total non-current assets
Total assets

1,988

2,738

1,432

1,694

556

1,044

689,022

710,436

562,872

581,038

350,004

354,309

100,411

100,497

1,453,686

1,558,414

871,498

956,905

806,042

826,420

738,057

738,110

Liabilities
Current liabilities
19

3,205

3,205

20

319,865

328,917

319,865

328,917

21

96,560

99,141

96,560

99,141

17

17

Provisions

22

20,485

18,341

20,477

18,333

Derivative financial instruments

15

2,881

21,000

2,213

20,397

668

603

1,515

6,869

1,515

6,869

2,138

3,857

23

62,359

73,534

34,457

49,600

27,902

23,934

774

820

506,870

547,819

158,427

194,357

350,581

357,319

774

820

Current borrowings
Finance business borrowings
Trade creditors
Current finance leases

Tax liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
19

83,605

121,557

83,605

121,557

20

231,101

244,998

231,101

244,998

Provisions

22

15,575

14,195

14,979

13,696

596

499

Derivative financial instruments

15

2,782

5,701

734

3,151

2,048

2,550

Deferred taxation

24

5,610

6,871

5,610

6,871

14,354

15,671

Other non-current liabilities

25

2,962

2,325

2,962

2,325

61

Total non-current liabilities

341,635

395,647

107,890

147,600

248,099

263,718

61

Total liabilities

848,505

943,466

266,317

341,957

598,680

621,037

774

881

Non-current borrowings
Finance business borrowings
Non-current finance leases

Shareholders equity
Contributed equity

26

841,869

841,869

841,869

841,869

842,381

842,381

Accumulated losses

28

(147,992)

(166,423)

(147,992)

(166,423)

(107,068)

(107,122)

Reserves

28

(88,696)

(60,498)

(88,696)

(60,498)

1,970

1,970

207,362

Investment in Finance business


Total shareholders equity
Total liabilities and shareholders equity

205,383

605,181

614,948

605,181

614,948

207,362

205,383

737,283

737,229

1,453,686

1,558,414

871,498

956,905

806,042

826,420

738,057

738,110

*For disclosure purposes, the Appliances business includes both the Parent entity and AF Investments Limited
The above Statement of Financial Position should be read in conjunction with the accompanying Notes.

FINANCIAL STATEMENTS

P71

STATEMENT OF CHANGES IN EQUITY


FOR THE YEAR ENDED 31 MARCH 2012
CONSOLIDATED

ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY


Share Accumulated

Balance at 1 April 2011

Translation

Foreign

Interest

Treasury

Share-

Total

of foreign

exchange

rate

stock

based

equity

operations

hedges

hedges

$000

$000

$000

$000

$000

$000

(166,423)

(50,370)

(11,350)

(1,260)

512

1,970

614,948
(28,198)

capital

losses

$000

$000

841,869

payments

Changes in equity
Other comprehensive income for the year

(40,491)

12,363

(70)

Profit for the period

18,431

18,431

Balance at 31 March 2012

841,869

(147,992)

(90,861)

1,013

(1,330)

512

1,970

605,181

Balance at 1 April 2010

841,869

(199,968)

(40,018)

(3,213)

512

1,970

601,152
(19,749)

Changes in equity
Other comprehensive income for the year

(10,352)

(8,137)

(1,260)

Profit for the year

33,545

33,545

841,869

(166,423)

(50,370)

(11,350)

(1,260)

512

1,970

614,948

Balance at 31 March 2011

PARENT

ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY


Share Accumulated

Translation

Foreign

Interest

Treasury

Share-

Total

of foreign

exchange

rate

stock

based

equity

capital

losses

$000

$000

$000

$000

$000

$000

$000

$000

842,381

(107,122)

1,970

737,229

operations
Balance at 1 April 2011

hedges

payments

Changes in equity
Other comprehensive income for the year

Profit for the period

54

54

Balance at 31 March 2012

842,381

(107,068)

1,970

737,283

Balance at 1 April 2010

842,381

(107,269)

1,970

737,082

Changes in equity
Other comprehensive income for the year

Profit for the year

147

147

842,381

(107,122)

1,970

737,229

Balance at 31 March 2011

The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes.

P72

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES


CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2012
CONSOLIDATED

Notes

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Cash flows from operating activities


Receipts from customers

912,704 985,208 - -

Financing interest and fee receipts

140,941 144,808 - -

Interest received

780 504 - 1
(872,796)

Payments to suppliers and employees

(958,656) (1,292) (1,785)

Income taxes paid

(12,824) (1,896) - -

Interest paid

(52,023) (57,066) - 116,782 112,902 (1,292) (1,784)


571,897 579,958 - -

Principal on loans repaid by Finance business customers

(577,974)

New loans to Finance business customers


Net cash inflow / (outflow) from operating activities

(586,699) - -

35

110,705 106,161 (1,292) (1,784)

Sale of property, plant & equipment

2,080 29,335 - -

Purchase of property, plant & equipment

16

Capitalisation of intangible assets

17

Cash flows from investing activities


(40,023)

(17,734) - -

(10,453) (10,607) - -

Acquisition of Mexican operations instalment

(12,812) (12,419) - -

Other investments

500 - - -

Net cash inflow / (outflow) from investing activities

(60,708) (11,425) - -

Cash flows from financing activities


New noncurrent borrowings

19

133,754 50,426 - -

New Finance business borrowings

20

119,080 104,057 - -

Repayment of borrowings

19

(162,502) (140,159)
- -

Repayment of Finance business borrowings

20

(142,447) (79,102) - -

Lease liability payments

2 (344) - -

Intercompany borrowings

- - 1,292 1,785

Net cash inflow / (outflow) from financing activities

(52,113) (65,122) 1,292 1,785

Net increase / (decrease) in cash & cash equivalents

(2,116) 29,614 - 1

Cash & cash equivalents at the beginning of the year

113,529 82,650 1 (2,066) 1,265 - -

Effects of foreign exchange rate changes on cash & cash equivalents


Cash and cash equivalents at the end of the year
The above Cash Flow Statement should be read in conjunction with the accompanying Notes.

10

109,347 113,529 1 1

NOTES TO THE FINANCIAL STATEMENTS

P73

CONTENTS OF THE NOTES


TO THE FINANCIAL STATEMENTS
Page
1

General information

Summary of significant accounting policies

74

Critical accounting estimates and judgements

86

74

Financial risk management Appliances business & Parent

88

Financial risk management Finance business

96

Segment information

106

Revenue & other income

110

Expenses

111

Income tax expense

114

10

Cash & cash equivalents

115

11

Trade receivables & other current assets

116

12

Finance receivables

118

13

Inventories

122

14

Noncurrent assets classified as held for sale

122

15

Derivative financial instruments

123

16

Property, plant & equipment

126

17

Intangible assets

128

18

Deferred tax assets

132

19

Current and noncurrent borrowings

133

20

Finance borrowings

135

21

Trade creditors

140

22

Provisions

141

23

Other current liabilities

143

24

Deferred tax liabilities

143

25

Other noncurrent liabilities

144

26

Contributed equity

144

27

Earnings per share

146

28

Accumulated losses and reserves

146

29

Imputation credits

148

30

Defined benefit obligations

149

31

Contingencies

154

32

Commitments

154
156

33

Investments in subsidiaries

34

Sharebased payments

157

35

Reconciliation of profit after income tax to net cash inflow from operating activities

159

36

Disclosure of components of other comprehensive income

160

37

Disclosure of tax effects relating to each component of other comprehensive income

160

38

Government grants

160

39

Related party transactions

161

40

Events occurring after the Statement of Financial Position date

163

41

Foreign currency exchange rates

163

P74

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

1. GENERAL INFORMATION
The Group and Company are profitoriented limited liability entities incorporated and domiciled in New Zealand.
The Company is dual listed on the New Zealand and Australian Stock exchanges and, under dual listing rules, the
Company is required to have registered offices in each country. The addresses are:
__

78 Springs Road, East Tamaki, Auckland, New Zealand

__

Weippin Street, Cleveland, Queensland 4163, Australia

The financial statements were authorised for issue by the Board of Directors on 24 May 2012.
The Group has two principal areas of business:
__

Appliance manufacturer, distributor and marketer (Appliances business)

__

Financial services in New Zealand (Finance business)

The principal activity of the Appliances business is the design, manufacture and marketing of major household appliances. Its major markets are New Zealand, Australia, North America and Europe. The Appliances business has
manufacturing operations in New Zealand, United States of America, Mexico, Italy and Thailand.
The Finance business is a leading provider of retail point of sale consumer finance (including the Farmers Finance
Card and Q Card), insurance services and rental & leasing finance.
The Directors do not have the authority to amend the financial statements after issue.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


These general purpose financial statements for the year ended 31 March 2012 have been prepared in accordance
with New Zealand Generally Accepted Accounting Practice (NZ GAAP) and comply with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS), International Financial Reporting Standards (IFRS) and
any other applicable Financial Reporting Standards.
(a) Basis of preparation
Entities reporting and statutory base
The Parent Companys financial statements are for Fisher & Paykel Appliances Holdings Limited as a separate legal
entity (the Company) and the consolidated financial statements are for the Fisher & Paykel Appliances Holdings
Limited Group (the Group), which includes all its subsidiaries. The Group and Company are reporting entities for
the purpose of the Financial Reporting Act 1993 and the financial statements comply with that Act and the Companies Act 1993.
Going concern
The financial statements have been prepared under the going concern convention, which assumes the Group continues to operate in full compliance with banking covenants.
In the absence of an unanticipated deterioration in the Groups operating performance, the Directors consider there
is reasonable headroom between the forecast financial performance of the Guaranteeing Group and that required
to meet banking covenants. This is supportive of the financial statements being prepared on a going concern basis.
These financial statements are stated in New Zealand dollars rounded to the nearest thousand unless otherwise indicated.
In accordance with NZ IAS 1 (Revised), Presentation of Financial Statements, items which are relevant to understanding the Groups financial performance are disclosed on the face of the Income Statement.
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the revaluation
of certain financial assets and liabilities (including derivative instruments) at fair value through profit or loss.

NOTES TO THE FINANCIAL STATEMENTS

Critical accounting estimates and judgements


The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Groups accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements, are highlighted in Note 3.
(b) Principles of Consolidation
Subsidiaries are entities that are controlled either directly by the Company or where the substance of the relationship
between the Company and the entity indicates the Company controls it. A list of subsidiaries appears in Note 33. The
results of subsidiaries acquired or disposed of during the year are included in the Consolidated Income Statement
from the date of acquisition or up to the date of disposal.
The Company and subsidiary company accounts (including special purpose entities) applies the acquisition method
to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests
issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair values at the acquisition date. The Group recognises
any noncontrolling interest in the acquiree on an acquisition byacquisition basis, either at fair value or at the
noncontrolling interests proportionate share of the recognised amounts of acquirees identifiable net assets. The
excess of the cost of acquisition over the fair value of the Groups share of the identifiable net assets acquired is
recorded as goodwill.
All material intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries are consistent with those adopted by the Group.
Acquisitionrelated costs are expensed as incurred.
Where settlement of any cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the Groups incremental borrowing rate, being
the rate at which a similar borrowing could be obtained under the Groups existing funding arrangements.
(c) Segment reporting
An operating segment is presented on the same basis as that used for internal reporting purposes and its results
are regularly reviewed by the chief operating decision maker, which consists of the Board of Directors together with
the Executives of the Appliances and Finance businesses.
All costs are directly allocated to the segment in which they are incurred, otherwise they are presented as unallocated.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Groups entities are measured using the currency that best
reflects the economic substance of the underlying events and circumstances relevant to that entity (the functional
currency), which is currently the country of domicile for each overseas subsidiary. The consolidated and Company
financial statements are presented in New Zealand dollars, which is the Groups presentation currency and Companys
functional currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions or at the hedged rate if financial instruments have been used to reduce exposure.
At balance date, monetary assets and liabilities in foreign currency are translated at the yearend closing or hedged rates.

P75

P76

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Translation differences are recognised in the Income Statement, except when deferred in equity as qualifying cash
flow hedges or net investment hedges.
(iii) Foreign Operations
The financial statements of foreign operations with a different functional currency are translated to the presentation
currency at the following exchange rates:
__

yearend closing exchange rate for assets and liabilities

__

monthly weighted average exchange rates for revenue and expense transactions

Exchange differences arising from the translation of any net investment in foreign operations are taken to shareholders equity.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities
of the foreign operation and translated at the closing rate.
(e) Revenue recognition
(i) Sales of goods
Revenue from sales of goods is recognised when the significant risks and rewards of ownership have transferred
to the buyer.
(ii) Sales of services
Revenue from sales of services is recognised when the service, such as installation or repair of products, has been
performed.
(iii) Longterm contracts
Revenue on longterm contracts is recognised over the period of the project, once the outcome can be estimated
reliably. The stage of completion method is used to determine the appropriate amount of revenue to recognise at
balance date. The stage of completion is determined by reference to contract terms agreed with the customer. The
full amount of any expected loss, including that related to future work on the contract, is recognised in the Income
Statement as soon as it becomes probable.
(iv) Income on Finance receivables
Interest income on Finance receivables is recognised in the Income Statement and is measured at amortised cost
using the effective interest method.
Yield related fees for finance receivables are accrued to income over the term of the loan using the effective interest method. Fees not included in the effective interest calculation are recognised on an accruals basis when the
service has been provided.
Fees charged to customer accounts in arrears are recognised as income at the time the fees are charged.
(v) Premium revenue
Premium revenue comprises revenue from direct business and includes amounts charged to the insured but excludes
fire service levies, GST and other amounts collected on behalf of third parties.
Premium revenue is recognised in the Income Statement when it has been earned from the attachment date over the
period of the contract for direct business. The proportion of premium received or receivable not earned in the Income
Statement as at balance date is recognised in the Statement of Financial Position as an unearned premium liability.
(vi) Interest income
Interest income is recognised on a timeproportionate basis using the effective interest method, which takes into
account the effective yield on the financial asset.

NOTES TO THE FINANCIAL STATEMENTS

(vii) Royalty income


Royalty income is recognised on an accruals basis in accordance with the substance of the relevant agreements.
(viii) Dividend income
Dividend income from investments is recognised when the shareholders right to receive payment is established.
(f) Government grants
Government grants include government assistance relating to specific research activities, amounts received to encourage retention of employees and also amounts received to encourage set up of operations in certain regions.
Grants are deducted against the expenses they are intended to compensate.
(g) Income tax
The income tax expense for the period is the total of the tax payable on the current periods taxable income based
on the income tax rate for each jurisdiction. This is then adjusted for any changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in
the financial statements and any unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rate expected to apply when the
assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantially enacted for
each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences
arising from the initial recognition of an asset or liability. No deferred tax asset or liability is recognised in relation
to these temporary differences if they arose in a transaction, other than a business combination, that at the time of
the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and
tax bases of investments in foreign operations where the company is able to control the timing of the reversal of
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly
in equity.
(h) Goods and Services Tax (GST)
The financial statements have been prepared so that all components are stated exclusive of GST except where the
GST is not recoverable from the IRD. In these circumstances the GST component is recognised as part of the underlying item. Trade and other receivables and payables are stated GST inclusive. The net amount of GST recoverable
from or payable to the IRD is included within these categories.
(i) Leases
(i) Group as lessee
Leases under which the Group assumes substantially all the risks and rewards of ownership are classified as finance
leases. All other leases are classified as operating leases. Assets acquired under finance leases are stated at an
amount equal to the lower of their fair value and the present value of the minimum lease payments at the inception
of the lease, less accumulated depreciation and any impairment losses.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net
of finance charges, are included in other longterm payables. The interest element of the finance cost is charged to
the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the income statement on a straightline basis over the period of the lease.

P77

P78

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(ii) Group as lessor
Assets leased out to third parties under a finance lease are recognised as a receivable at an amount equal to the
present value of the minimum lease payments. The difference between the gross receivable and the present value
of the receivable is recognised as unearned finance income. Finance lease income is recognised over the term of the
lease using the net investment method, which reflects a constant periodic rate of return.
(j) Insurance expenses (Finance business)
Claims handling costs include costs that can be associated directly with individual claims, such as legal and other
professional fees, and costs that can only be indirectly associated with individual claims, such as claims administration costs. Discounting is not applied as claims are typically resolved within one year.
Amounts paid to insurers under insurance contracts are recorded as an outwards reinsurance expense and are
recognised in the Income Statement from the attachment date over the period of the indemnity of the reinsurance
contract in accordance with the expected pattern of the incidence of risk ceded.
(k) Cash & cash equivalents
Cash & cash equivalents includes cash on hand, deposits held at call with financial institutions, bank overdrafts and
other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts
are shown within current liabilities on the Statement of Financial Position.
The Finance business has determined that certain money market deposits and government stock are held to support
general insurance liabilities. These assets are designated at fair value through profit or loss. Initial recognition is at
fair value in the Statement of Financial Position and subsequent measurement is at fair value with any resultant fair
value gains or losses recognised in the Income Statement. The fair value of these assets is recorded at amounts based
on valuations using rates of interest equivalent to the yields obtainable on comparable investments at balance date.
(l) Trade receivables
Trade receivables are recognised initially at fair value less transaction costs and subsequently measured at amortised
cost less an allowance account for impaired receivables. The amount of any loss is recognised in the Income Statement within Administration expenses.
Collectability of trade receivables is reviewed on an ongoing basis. When there is objective evidence the Appliances
business will not be able to collect all amounts due, they are written off against the allowance account for impaired
trade receivables.
(m) Inventories
Inventories are valued at the lower of cost, on a firstin, firstout basis, or net realisable value. Cost includes direct
materials, direct labour, an appropriate proportion of variable and fixed overhead expenditure (the latter being allocated on the basis of normal operating capacity) but excludes finance, administration, research & development and
selling & distribution overheads. Net realisable value is the estimated selling price in the ordinary course of business
less all estimated costs of completion and the costs incurred in marketing, selling and distribution.
(n) Financial assets
Regular purchases and sales of financial assets are recognised on the trade date, i.e. the date on which the Group
commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from
the investments have expired or the Group has transferred substantially all the risks and rewards of ownership.
Financial assets are classified into the following specified categories: financial assets at fair value through profit or
loss, held to maturity investments, availableforsale financial assets and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Financial assets at fair value through profit or loss
This category has two subcategories: financial assets held for trading and those designated at fair value through

NOTES TO THE FINANCIAL STATEMENTS

profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of
selling in the short term or if so designated by management. Derivatives are also categorised as held for trading
unless they are designated as hedges. Assets in this category are classified as current assets if they are either held
for trading or are expected to be realised within 12 months of the balance date.
Held to maturity investments
Held to maturity investments are nonderivative financial assets with fixed or determinable payments and fixed
maturities that the Group has the positive intention and ability to hold to maturity.
Loans & receivables
Loans & receivables are nonderivative instruments with fixed or determinable payments that are not quoted in an
active market. They are included in current assets, except for maturities greater than 12 months after the balance
date, which are classified as noncurrent assets. Loans & receivables are reported separately in Trade or Finance
receivables on the Statement of Financial Position.
Availableforsale financial assets
Availableforsale financial assets are nonderivatives that are either designated in this category or not classified in
any of the other categories. They are included in noncurrent assets unless the company intends to dispose of the
investment within 12 months of the balance date.
Availableforsale financial assets and financial assets at fair value through profit or loss are carried at fair value. Held
to maturity investments and loans & receivables are carried at amortised cost less impairment using the effective
interest method. Realised and unrealised gains and losses arising from changes in the fair value of the financial assets
through profit or loss category are recognised in the Income Statement in the period in which they arise. Unrealised
gains and losses arising from changes in the fair value of nonmonetary securities classified as availableforsale are
recognised in equity. When securities classified as availableforsale are sold, the accumulated fair value adjustments
are included in the Income Statement as gains and losses from investment securities.
(o) Insurance assets (Finance business)
Assets that back general insurance liabilities are designated at fair value through profit or loss. Initial recognition is at
cost in the Statement of Financial Position and subsequent measurement is at fair value with any resultant fair value
gains or losses recognised in the Income Statement. The fair value of these assets is recorded at amounts based on
valuations using rates of interest equivalent to the yields obtainable on comparable investments at the reporting date.
Acquisition costs incurred in obtaining general insurance contracts are deferred and recognised as assets where they
can be reliably measured and where it is probable they will give rise to premium revenue that will be recognised in
the Income Statement in subsequent reporting periods.
Deferred acquisition costs are amortised systematically in accordance with the expected pattern of the incidence
of risk under the general insurance contracts to which they relate. This pattern of amortisation corresponds to the
earning pattern of the corresponding premium revenue.
(p) Derivatives
The Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate
risk and interest rate risk including forward foreign exchange contracts, interest rate swaps and options. Further
details of derivative financial instruments are provided in Note 15.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each balance date. Recognition of the resulting gain or loss depends on whether
the derivative is designated as a hedging instrument and the nature of the item being hedged. As appropriate, the
Group designates derivatives as either hedges of the fair value of recognised assets or liabilities or firm commitments
(fair value hedges) or hedges of highly probable forecast transactions (cash flow hedges).

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(i) Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the
Income Statement, together with any changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged
item for which the effective interest method is used is amortised to profit or loss over the period to maturity.
(ii) Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges
is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the Income Statement.
Amounts accumulated in equity are recycled in the Income Statement in the periods when the hedged item will
affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast
transaction that is hedged results in the recognition of a nonfinancial asset (for example, inventory) or a nonfinancial
liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial
measurement of the asset or liability.
When a hedging instrument expires, is sold or terminated, or when a hedge no longer meets the hedge accounting criteria, any cumulative gain or loss existing in equity at that time remains in equity and is recognised in the
Income Statement when the forecast transaction is ultimately recognised in the Income Statement. When a forecast
transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is immediately
transferred to the Income Statement.
(iii) Derivatives that do not qualify for hedge accounting
Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised immediately in the
Income Statement.
(q) Noncurrent assets held for sale
Noncurrent assets held for sale are stated at the lower of their carrying amount and fair value less costs to sell.
Noncurrent assets are not depreciated or amortised while they are classified as held for sale.
(r) Property, plant & equipment
Property, plant & equipment is stated at historical cost less accumulated depreciation and any impairment losses
if applicable. Historical cost includes all expenditure directly attributable to the acquisition or construction of the
item, including interest.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the asset will flow to the Group and the cost of
the asset can be measured reliably. All other repairs and maintenance are charged to the Income Statement during
the financial period in which they are incurred.
Property, plant & equipment, other than Freehold Land and Capital WorkinProgress, is depreciated on a straightline
basis over its estimated useful life as follows:
Freehold buildings 50 years
Leasehold improvements Life of lease
Plant & equipment 315 years
Fixtures & fittings 310 years
Motor vehicles 5 years
An assets useful life is reviewed and adjusted, if appropriate, at each balance date.
Property, plant & equipment which is temporarily idle (mothballed) is held at historical cost and is depreciated on a

NOTES TO THE FINANCIAL STATEMENTS

straightline basis over its estimated useful life as above.


(s) Intangible assets
Acquired intangible assets
(i) Goodwill
Goodwill arises on the acquisition of subsidiaries, and represents the excess of the consideration transferred over
the groups interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired,
and is carried at cost less any accumulated impairment losses.
Goodwill is allocated to cash generating units for the purpose of impairment testing. Impairment losses on goodwill
are not reversed.
Goodwill is allocated to those cash generating units that are expected to benefit from the business combination in
which the goodwill arose, identified according to operating segment.
(ii) Patents, trademarks and licences
Patents, trademarks and licences are finite life intangible assets and are recorded at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straightline basis over their estimated useful lives,
which vary from 10 to 20 years. The estimated useful life and amortisation method is reviewed at each balance date.
(iii) Computer software
External software costs together with payroll and related costs for employees directly associated with the development of software are capitalised. Costs associated with upgrades and enhancements are capitalised to the extent
they result in additional functionality. Amortisation is charged on a straightline basis over the estimated useful life
of the software of 315 years. The estimated useful life and amortisation method is reviewed at each balance date.
(iv) Brands
Acquired brands, for which all relevant factors indicate there is no limit to the foreseeable net cash flows, are not
amortised on the basis that they have an indefinite useful life and are carried at fair value acquired less any accumulated impairment losses. The carrying amount of acquired brands is tested annually for impairment.
(v) Customer relationships
Customer relationships are finite life intangible assets and are recorded at fair value acquired less accumulated amortisation and any impairment losses. Amortisation is charged on a straightline basis over their estimated useful life
of 10 years. The estimated useful life and amortisation method is reviewed at each balance date.
Internally generated intangible assets
(vi) Research & development
Research expenditure is expensed as it is incurred. Development expenditure is expensed as incurred, unless that
expenditure directly relates to new or improved products where the level of certainty of their future economic benefits and useful life is probable, in which case the expenditure is capitalised and amortised on a systematic basis
reflecting the period of consumption of the benefit, which varies from 35 years.
(t) Impairment of nonfinancial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances
indicate the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which
the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair
value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units).

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(u) Impairment of financial assets (Finance business)
The Finance business classifies its receivables at amortised cost (using the effective interest method) less any impairment adjustment.
An assessment is made at each reporting date whether there is objective evidence that a financial asset or group
of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are
incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred
after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated
future cash flows of the financial asset or group of financial assets that can be reliably estimated.
Objective evidence that a financial asset or group of assets is impaired includes observable data about the following loss events:
__

significant financial difficulty of the issuer or obligor

__

breach of contract, such as default or delinquency in interest or principal payments

__

a concession granted to the borrower that the lender would not otherwise consider for economic or legal
reasons relating to the borrowers financial difficulty

__

it becoming probable that the borrower will enter bankruptcy or other financial reorganisation

__

the disappearance of an active market for that financial asset because of financial difficulties

__

observable data indicating that there is a measurable decrease in the estimated future cash flows from a group
of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified
with the individual financial assets in the group including adverse changes in the payment status of borrowers
in the group

Firstly an assessment is made whether objective evidence of impairment exists individually for financial assets that
are individually significant, and individually or collectively for financial assets that are not individually significant.
If it is determined that no objective evidence exists for an individually assessed financial asset, whether significant
or not, the assets are included in a group of financial assets with similar credit risk characteristics and collectively
assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is
or continues to be recognised are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been
incurred, the amount of loss is measured as the difference between the assets carrying amount and the present
value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the
financial assets original effective interest rate. The carrying amount of the asset is reduced through the use of an
allowance account and the amount of the loss is recognised in the statement of comprehensive income. If a loan
has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate
determined under the contract. As a practical expedient impairment may be measured on the basis of an instruments
fair value using an observable market price.
The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the
cashflows that may result from foreclosure less costs for obtaining and selling collateral, whether or not foreclosure
is probable.
For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit
risk characteristics. Those characteristics are relevant to the estimation of future cash flows for groups of such assets
by being indicative of the debtors ability to pay all amounts due according to the contractual terms of the assets
being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment are
estimated on the basis of the contractual cash flows of the assets in the Finance business and historical loss experience for assets with credit characteristics similar to those in the Group. Estimates of changes in future cash flows
for groups of assets should reflect and be directionally consistent with changes in related observable data from
period to period (for example, changes in payment status or other factors indicative of changes in probability of
losses in the group and their magnitude). The methodology and assumptions used for estimating future cash flows
are reviewed regularly to reduce any differences between loss estimates and actual loss experience. When a loan

NOTES TO THE FINANCIAL STATEMENTS

is uncollectible, it is written off to the statement of comprehensive income. Such loans are written off after all the
necessary procedures have been completed and the amount of the loss has been determined. If, in a subsequent
period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtors credit rating), the previously
recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised
in the statement of comprehensive income.
(v) Borrowings and borrowing costs
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in the Income Statement over the period of the borrowings using the effective interest method.
Borrowing costs are expensed, except for costs directly attributable to assets under construction, which are capitalised
during the period of time that is required to complete and prepare the asset for its intended use.
(w) Trade and other payables
Trade and other payables are recognised when the Group becomes obliged to make future payments resulting from
the purchases of goods and services.
Trade and other payables are recognised initially at fair value and, if applicable, subsequently measured at amortised
cost using the effective interest method.
(x) Employee benefits
(i) Wages & salaries, annual leave and sick leave
Liabilities for wages & salaries, including nonmonetary benefits, annual leave and accumulating sick leave expected
to be settled within 12 months of the reporting date are recognised in other payables in respect of employees services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Long service leave
Liabilities for long service leave, which are not expected to be settled within 12 months of the balance date are
measured as the present value of estimated future cash outflows from the Group in respect of services provided by
employees up to the balance date. Consideration is given to expected future wage and salary levels, experience of
employee departures, periods of service and age.
(iii) Defined contribution plan
Contributions to the defined contribution superannuation plans are recognised as employee benefit expenses when
incurred. The Group has no further payment obligations once the contributions have been paid.
(iv) Defined benefit plan
The cost of providing benefits is determined using the Projected Unit Credit Method, with independent actuarial
valuations being carried out annually. Actuarial gains and losses arising from experience adjustments and changes
in actuarial assumptions in excess of the greater of 10% of the value of the plan assets or 10% of the defined benefit
obligation are charged or credited to income over the expected average remaining working lives of employees
participating in the plan. Otherwise, the actuarial gain or loss is not recognised.
Net provision for postemployment benefits in the Statement of Financial Position represents the present value of
the Groups obligations at yearend less market value of plan assets, together with adjustments for unrecognised
actuarial gains and losses and unrecognised past service costs.
Where the calculation results in a net benefit to the Group, the recognised asset is limited to the net total of any
unrecognised actuarial losses and past service costs and the present value of any future refunds from the plan or
reductions in future contributions to the plan.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(v) Sharebased payments
The Group has operated equitysettled share option and share ownership schemes and a cash settled sharebased
payment scheme. Currently, only one cash settled scheme is active.
The fair value of share options and shares is expensed on a straightline basis over the vesting period with a corresponding increase in equity. The fair value of options granted is measured using a binomial model taking into
consideration factors such as expected dividends and estimates of the number of options that are expected to become exercisable and shares expected to be distributed. Advances from within the Group fund the initial purchase
of shares in the share ownership scheme, which is taken into consideration in arriving at fair value.
For cashsettled schemes, the Group recognises an employee benefit expense over the life of the scheme and remeasures the fair value of the associated liability at each reporting date, with any change in fair value recognised
in profit or loss for the period.
(vi) Profitsharing and bonus plans
The Group recognises a liability and an expense for bonuses and profitsharing based on a formula that takes into
consideration the profit attributable to the companys shareholders after certain adjustments. The Group recognises
a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
(y) Insurance liabilities (Finance business)
The liability for outstanding claims is measured as the central estimate of the present value of expected future payments against claims incurred at the reporting date under general insurance contracts issued by the Finance business,
with an additional risk margin to allow for the inherent uncertainty in the central estimate.
The expected future payments include those in relation to claims reported but not yet paid; claims incurred but not
reported (IBNR), claims incurred but not enough reported (IBNER) and anticipated claims handling costs. Actuarial
calculations were performed to determine the outstanding claims liability. The outstanding claims liability has been
determined using the BornhuetterFergusson (incurred claims) methodology. It has been assumed that future incurred
claims patterns for each group of business will continue to follow observed historic patterns.
(z) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event
and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. Where the effect of the time value of money is material, the amount
recognised is the present value of the estimated expenditures.
(i) Warranty
Provisions for warranty costs are recognised at the date of sale of the relevant products or resultant from specific
issues, at managements best estimate of the expenditure required to settle the Groups liability based on historical
warranty trends. Warranty terms vary, but generally are 12 years parts & labour (dependent on region) with selected
parts (only) covered for periods up to 10 years.
(ii) Redundancy
A redundancy provision is recognised when as part of a publicly announced restructuring plan a reliable estimate
can be made of the direct costs associated with the plan and where it has raised a valid expectation of its implementation for those employees affected.
(iii) Onerous contracts
An onerous contract provision is recognised where the unavoidable costs of meeting the contract obligations exceed
the economic benefits expected to be received under the contract.

NOTES TO THE FINANCIAL STATEMENTS

(aa) Contributed equity


Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the
acquisition of a business are included in the cost of the acquisition as part of the purchase consideration.
Treasury stock is used to recognise those shares held and controlled by Fisher & Paykel Employee Share Purchase
Trustee Limited.
(ab) Dividends
Provision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at balance date.
(ac) New and amended accounting Standards adopted by the Group
During the year the Group adopted the following new and amended NZ IFRSs as of 1 April 2011:
NZ IAS 24 (Revised), Related Party Disclosures.
The revised Standard clarifies and simplifies the definition of a related party. The group has disclosed transactions
between its subsidiaries and its associates. However, there has been no impact on any amounts recognised in the
financial statements.
(ad) Standards, interpretations and amendments to published standards that are not yet effective
New standards, amendments and interpretations to existing standards have been published by the International
Accounting Standards Board (IASB) and the External Reporting Board (XRB) that are mandatory for future periods
and which the Group will adopt when they become mandatory. These new standards, amendments and interpretations include:
__

NZ IAS 1 Amendments Presentation of Items of Other Comprehensive Income (effective 1 July 2012)
The amendment requires entities to separate items presented in other comprehensive income into two groups,
based on whether they may be recycled to profit or loss in the future. This will not affect the measurement of
any of the items recognised in the balance sheet or the profit or loss in the current period. The group intends
to adopt the new standard from 1 April 2012.

__

NZ IFRS 9 Financial Instruments: Classification and Measurement (mandatory for annual periods beginning
on or after 1 January 2015). The major changes under the Standard are:
__ NZ IFRS 9 replaces parts of NZ IAS 39 Financial Instruments: Recognition and Measurement that relate

to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be
classified into two measurement categories: amortised cost and fair value.
__ The classification depends on the entities business model for managing its financial instruments and the

contractual cash flow characteristics of the instrument.


__ For financial liabilities the standard retains most of IAS 39 requirements. The main change is that in cases

where the fair value option is taken for financial liabilities, the part of a fair value change due to an entitys
own credit risk is recorded in other comprehensive income rather than in the income statement, unless
this creates an accounting mismatch.
__ The Group will apply NZ IFRS 9 prospectively from 1 April 2015.

__

NZ IFRS 10 Consolidated Financial Statements and NZ IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013) NZ IFRS 10 replaces all of the guidance on control and consolidation in NZ IAS 27
Consolidated and Separate Financial Statements, and NZ IFRIC 12 Consolidation Special Purpose Entities.
The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However, the standard introduces a
single definition of control that applies to all entities. It focuses on the need to have both power and rights or
exposure to variable returns before control is present. Power is the current ability to direct the activities that
significantly influence returns. Returns must vary and can be positive, negative or both. There is also new guidance on participating and protective rights and on agent/principal relationships. The group does not expect the

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


new standard to have a significant impact on its composition.NZ IFRS 12 sets out the required disclosures for
entities reporting under the new standard, NZ IFRS 10. The group does not expect the new standards to have
a significant impact on the Financial Statements.
__

NZ IFRS 13 Fair Value Measurement (effective 1 January 2013) NZ IFRS 13 explains how to measure fair value and
aims to enhance fair value disclosures. The group has yet to determine which, if any, of its current measurement
techniques will have to change as a result of the new guidance. It is therefore not possible to state the impact,
if any, of the new rules on any of the amounts recognised in the financial statements. However, application of
the new standard will impact the type of information disclosed in the notes to the financial statements. The
group does not intend to adopt the new standard before its operative date, which means that it would be first
applied in the annual reporting period ending 31 March 2014.

__

Revised NZ IAS 19 Employee Benefits (effective 1 January 2013) The standard requires the recognition of all
remeasurements of defined benefit liabilities/assets immediately in other comprehensive income (removal of
the socalled corridor method) and the calculation of a net interest expense or income by applying the discount rate to the net defined benefit liability or asset. This replaces the expected return on plan assets that is
currently included in profit or loss. The standard also introduces a number of additional disclosures for defined
benefit liabilities/assets and could affect the timing of the recognition of termination benefits. The amendments
will have to be implemented retrospectively. The group does not expect the new standard to have a significant
impact on the Financial Statements.

__

FRS 44 New Zealand Additional Disclosures and Harmonisation Amendments (effective 1 July 2012) FRS 44
sets out New Zealand specific disclosures for entities that apply NZ IFRSs. These disclosures have been relocated from NZ IFRSs to clarify that these disclosures are additional to those required by IFRSs. Adoption of the
new rules will not affect any of the amounts recognised in the financial statements, but may simplify some of
the groups current disclosures. The Harmonisation Amendments amends various NZ IFRSs for the purpose of
harmonising with the source IFRSs and Australian Accounting Standards. The significant amendments include
introduction of the option to use the indirect method of reporting cash flows that is not currently in NZ IAS 7.
In addition, various disclosure requirements have been deleted. The group intends to adopt FRS 44 and the
Harmonisation Amendments from 1 July 2012.

__

Other interpretations and amendments are unlikely to have an impact on the Groups accounts and have
therefore not been analysed in detail.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS


Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a) Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Impairment of goodwill and other indefinite life intangible assets
The Group annually tests whether goodwill or brands have suffered any impairment, in accordance with the accounting policy stated in Note 2(s). The recoverable amounts of cash generating units for goodwill impairment testing
have been determined based on valueinuse calculations and recoverable amounts for brands have been based on
relieffromroyalty calculations. These calculations require the use of assumptions. Refer Note 17 for details of these
assumptions and the potential impact of changes to these assumptions.

NOTES TO THE FINANCIAL STATEMENTS

(ii) Impairment of property, plant & equipment


The Group tests for impairment of property, plant & equipment when indicators exist that an impairment may have
occurred. The recoverable amount of property is based on fair market valuation less costs to sell and the recoverable
amount of plant & equipment assets is based on valueinuse calculations requiring the use of assumptions. Refer Note
16 for details of these assumptions and the impact on the performance for the years ended 31 March 2012 and 2011.
(iii) Warranty provision
Provision is made for estimated warranty claims in respect of products sold which are still under warranty at balance date. The majority of these claims are expected to be settled within the next 24 months but this may extend
to 10 years for certain washer components. Management estimates the present value of the provision based on
historical warranty claim information and any recent specific trends that may suggest future claims could differ
from historical amounts.
While changes in managements assumptions would result in different valuations, management considers the effect
of any likely changes would be immaterial to the Groups result or financial position.
As at 31 March 2012, the Group had recognised a warranty provision amounting to $18.3 million (2011 $21.8 million).
(iv) Product support provision
Provision is made for costs to support older products sold in previous years which are outside warranty periods.
The provision recognised is based on estimated costs to address product issues.
While changes in managements assumptions would result in different valuations, management considers the effect
of any likely changes would be immaterial to the Groups result or financial position.
As at 31 March 2012 the Group had recognised a product support provision amounting to $4.9 million (2011 nil).
(v) Finance receivables
Allowance is made for losses to Finance receivables where there is objective evidence that impairment has occurred
due to one or more loss events. Management assesses whether these loss events have an impact upon the estimated
future cash flows of the receivables on either an individual (if significant) or collective (if similar characteristics) basis.
While changes in managements assumptions would result in different valuations, management considers the effect
of any likely changes would be immaterial to the Groups result or financial position.
As at 31 March 2012, the Group had recognised an allowance for impairment losses amounting to $20.7 million
(2011 $26.7 million).
(vi) Inventories
The cost of inventory is sensitive to currency fluctuations. Management applies a blended exchange rate to account
for purchases covered by forward foreign exchange contracts. As at 31 March 2012, a 10% movement in the blended
rate used is estimated to have a $6.7 million impact on the value of inventory.
The provision for obsolescence has reduced in the year ended 31 March 2012 to $9.5 million (2011 $11.3 million).
Whilst Management are satisfied the provision is fairly stated, this involves significant judgement on forecast usage
of materials.
(vii) Income taxes
The Group is subject to income taxes in New Zealand and jurisdictions where it has foreign operations. Significant
judgement is required in determining the worldwide provision for income taxes. There are certain transactions and
calculations undertaken during the ordinary course of business for which the ultimate tax determination may be
uncertain. Where the final tax outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the current and deferred tax provisions in the period in which such determination is made.

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3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)


As at 31 March 2012, the Group had recognised $49.2 million net deferred tax assets in excess of deferred tax liabilities. The Group has assumed continuity of shareholdings as required by New Zealand and USA tax legislation
and therefore has included all available tax loss carry forwards and other deductible temporary differences in the
computation of deferred tax assets except for $0.6 million of New Zealand operating losses and unrecognized US
tax losses and credits totalling $24.0 million.
(viii) Employment benefits
The Group provides long service leave benefits to employees in certain countries and calculation of the provision for
the unvested component of these obligations is based on assumptions about future salary/wage increases, promotion rates and employee turnover. The discount rates used to calculate the present value of these obligations are
based on 10 year Government bond yields as no deep market is deemed to exist for high quality corporate bonds
in these countries.
While changes in managements assumptions would result in different liabilities, management considers the effect
of any likely changes would be immaterial to the Groups result or financial position.
As at 31 March 2012, the Group had recognised a provision for unvested long service leave amounting to $9.0 million (2011 $8.2 million).
(ix) Restructuring charges
Restructuring charges comprise estimated costs for associated redundancies and relocation costs. These charges
are calculated based on detailed plans that are expected to improve the Groups cost structure and productivity. The
outcomes of similar historical restructuring plans are used as a guideline to minimise any uncertainties arising. There
were no restructuring plans announced during the year ended 31 March 2012 (2011 $0.9 million).
(x) Litigation costs
Fisher & Paykel Financial Services Limited is currently involved in legal proceedings with a software supplier. The
case was heard in the High Court at Auckland, New Zealand in late 2011 and a judgement on the issue is expected
this year (refer Note 8).
(b) Critical judgements in applying the entitys accounting policies
Special purpose entity
The activities of Retail Financial Services Limited are funded through a master trust securitisation structure established
on 8 May 2006. This structure allows for the creation of multiple, separate, standalone trusts. The first trust created
under the master trust structure was the RFS Trust 20061 (the Trust). Fisher & Paykel Financial Services Limited
is the residual income and capital beneficiary of the Trust and therefore the financial statements of the Trust have
been consolidated in the Groups financial statements. Refer Note 33.

4. FINANCIAL RISK MANAGEMENT APPLIANCES BUSINESS & PARENT


The Groups business activities expose it to a variety of financial risks, namely market risk (including currency risk,
interest rate risk and commodity risk), credit risk and liquidity risk. The overall risk management approach focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance
of the business. Derivative financial instruments such as foreign exchange contracts, foreign exchange options and
interest rate swaps are used to hedge certain risk exposures.
The Board of Directors has approved policy guidelines for the Appliances business and Parent that identify, evaluate
and authorise various financial instruments to hedge financial risks.
The principal financial risks and hedging policies for the Appliances business and Parent are shown below.

NOTES TO THE FINANCIAL STATEMENTS

(a) Market risk


(i) Foreign exchange risk
The Appliances business operates internationally and is exposed to foreign exchange risk arising from both transacting in foreign currencies and from translation of the net assets of overseas subsidiaries into New Zealand dollars
for consolidation purposes.
The principal currency exposures are the United States dollar cross rates with the Australian dollar and Thai baht.
The Appliances business monitors current and anticipated future foreign currency operating cash flows to determine
net exposures, which are hedged with forward exchange contracts within prescribed bands for up to a maximum
period of 12 months (24 months by exception). Major capital expenditure in foreign currency is hedged with forward
foreign exchange contracts. The Groups exposure to translation risk of foreign currency denominated net assets
is not hedged.
Notional principal of foreign exchange agreements outstanding at 31 March 2012 were as follows:
__

Purchase commitments forward exchange contracts $127.7 million (2011 $280.0 million)

__

Sale commitments forward exchange contracts $40.4 million (2011 $122.9 million)

(ii) Interest rate risk


Debt funding for the Appliances business is subject to floating interest rates which can impact on the segments
financial result. When considered appropriate, in accordance with the policy guidelines, the Appliances business
enters into interest rate swaps and caps to manage its exposure to such fluctuations. These financial instruments
are subject to the risk that interest rates may change subsequent to implementation.
Notional principal or contract amounts outstanding on interest rate swaps and caps at 31 March 2012 were $65.7
million (2011 $80.7 million). The interest rate contracts in place at the time of the debt restructuring in March 2009,
were deemed to be ineffective and are fair valued through profit or loss. Interest rate contracts entered into subsequent to the restructuring are deemed effective and fair valued through the cash flow hedge reserve.
(iii) Commodity risk
Pricing for some of the Appliances business raw material purchases is subject to fluctuations in commodity indices for
base metals and crude oil. This is routinely managed through agreements with suppliers however, when considered
appropriate and in accordance with the policy guidelines, the Appliances business enters into commodity derivatives
to manage its exposure to such fluctuations.
Appliances has commodity derivatives as at 31 March 2012 these were less than $1,000 (2011 $Nil).
(iv) Summarised sensitivity analysis
The following table summarises the sensitivity of the Appliances business financial assets and financial liabilities (with
all other variables held constant) to interest rate risk and foreign exchange risk. The sensitivity analyses represent
the range of movements for each type of risk that are considered reasonably possible as at balance date. The risk
profile will vary throughout the financial year.
Figures disclosed within profit in the sensitivity analyses represent the after tax impact of the variable movements.

P89

P90

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

4. FINANCIAL RISK MANAGEMENT APPLIANCES BUSINESS & PARENT (CONTINUED)


APPLIANCES BUSINESS

INTEREST RATE RISK


1%
Carrying

FOREIGN EXCHANGE RISK

+2%

15%

+15%

Profit

Equity

Profit

Equity

Profit

Equity

Profit

Equity

$000

$000

$000

$000

$000

$000

$000

$000

$000

22,273

(137)

(137)

275

275

3,624

3,624

(2,679)

(2,679)

108,456

9,344

9,344

(6,906)

(6,906)

amount
31 March 2012
Financial assets
Cash & cash equivalents
Trade receivables

2,361

2,897

8,417

(2,141)

(6,221)

103

(4)

30

38

(9)

(9)

Borrowings

(86,810)

707

707

(1,414)

(1,414)

(7,322)

(7,322)

5,412

5,412

Trade creditors

(96,560)

(9,685)

(9,685)

7,159

7,159

(1,736)

7,761

8,844

(5,736)

(6,537)

(1,211)

(183)

(183)

353

353

178

178

(132)

(132)

387

383

(756)

(748)

6,788

13,391

(5,016)

(9,897)

Foreign exchange derivatives


Interest rate derivatives
Financial liabilities

Foreign exchange derivatives


Interest rate derivatives
Total increase/ (decrease)

APPLIANCES BUSINESS

INTEREST RATE RISK


1%

FOREIGN EXCHANGE RISK

+2%

15%

+15%

Profit

Equity

Profit

Equity

Profit

Equity

Profit

Equity

$000

$000

$000

$000

$000

$000

$000

$000

$000

Cash & cash equivalents

21,375

(135)

(135)

270

270

3,678

3,678

(2,719)

(2,719)

Trade receivables

128,117

11,902

11,902

(8,797)

(8,797)

2,657

(1,887)

(1,635)

1,394

1,208

Carrying
amount
31 March 2011
Financial assets

Foreign exchange derivatives


Financial liabilities
Borrowings

(121,557)

910

910

(1,819)

(1,819)

(11,051)

(11,051)

8,168

8,168

Trade creditors

(99,141)

(9,057)

(9,057)

6,694

6,694

Other creditors

(10,934)

(1,343)

(1,343)

993

993

Foreign exchange derivatives

(20,213)

3,000

22,529

(886)

(12,663)

(3,334)

(196)

(196)

371

371

412

412

(305)

(305)

579

579

(1,178)

(1,178)

(4,346)

15,435

4,542

(7,421)

Interest rate derivatives


Total increase/ (decrease)

NOTES TO THE FINANCIAL STATEMENTS

PARENT

P91

INTEREST RATE RISK


1%
Carrying

FOREIGN EXCHANGE RISK

+2%

15%

+15%

Profit

Equity

Profit

Equity

Profit

Equity

Profit

Equity

$000

$000

$000

$000

$000

$000

$000

$000

amount
31 March 2012

$000

Financial assets
1

Other current assets

27

Intergroup advances

637,585

Cash & cash equivalents

Total increase/ (decrease)

PARENT

INTEREST RATE RISK


1%
Carrying

FOREIGN EXCHANGE RISK

+2%

15%

+15%

Profit

Equity

Profit

Equity

Profit

Equity

Profit

Equity

$000

$000

$000

$000

$000

$000

$000

$000

amount
31 March 2011

$000

Financial assets
1

Other current assets

Cash & cash equivalents

21

Intergroup advances

637,620

Total increase/ (decrease)

(b) Credit risk


The Appliances business incurs credit risk with trade receivables and has a credit policy which is used to manage
exposure to this credit risk. As part of this policy, limits are reviewed on a regular basis. In addition, risk is selectively
mitigated through trade indemnity policies and letters of credit where an unacceptably high credit risk is perceived
to exist.
Foreign currency forward exchange contracts and interest rate swaps have been entered into with trading banks.
The Appliances business exposure to credit risk from these financial instruments is limited because it does not
expect nonperformance of the obligations contained therein due to the credit rating of the financial institutions
concerned. The Appliances business does not require collateral or other security to support financial instruments.
Further disclosure on Trade receivables is reported in Note 11.
(i) Concentrations of credit exposure
As at 31 March 2012, the Appliances business had trade receivables from certain major customers of $29.4 million
(2011 $25.0 million). However, this largely comprises Australian receivables and all Australian receivables balances
are covered by trade indemnity insurance, the main terms of which include:
__

maximum sum insured of A$30 million

__

insured percentage of 90% subject to A$5,000 excess

__

discretionary credit limit up to A$300,000

__

maximum payment terms of 60 days from the end of the month following delivery of goods

__

Excluding the major customers above, the Appliances business had no other significant concentration of credit
exposure.

(ii) Geographic concentrations of trade receivables


The Appliances business maximum exposure to credit risk for trade receivables by geographic region is as follows:

P92

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

4. FINANCIAL RISK MANAGEMENT APPLIANCES BUSINESS & PARENT (CONTINUED)


31 March

31 March

2012

2011

$000

$000

New Zealand

20,510

17,456

Australia

40,774

51,699

16,817

31,144

23,532

18,167

North America
Europe

6,823

9,651

108,456

128,117

Less than

Between

Between

1 year

1 and 2

2 and 5

years

years

$000

$000

$000

Rest of World

(c) Liquidity risk


Prudent liquidity risk management requires maintaining sufficient cash to meet contractual obligations, the availability
of funding through an adequate amount of committed credit facilities and the ability to closeout market positions.
Pursuant to its banking facilities, Management is required to maintain sufficient headroom to meet facility requirements.
The Board of Directors approves all new loans and funding facilities and is updated regularly on liquidity risk.
The table below analyses the Appliances business financial liabilities into relevant maturity groupings based on the
remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the
contractual undiscounted cash flows, except for interest rate swaps.

On Call

31 March 2012

$000

Borrowings

10,103

13,764

79,440

Trade creditors

96,560

Finance lease liabilities

Interest rate swaps *

477

734

31 March 2011
Borrowings

128,151

Trade creditors

99,141

Finance lease liabilities

17

Interest rate swaps *

2,353

933

49

* The amounts expected to be payable in relation to the interest rate swaps have been estimated using forward interest rates applicable at the reporting date.

NOTES TO THE FINANCIAL STATEMENTS

P93

The table below analyses the Appliances business derivative financial instruments that will be settled on a gross
basis into relevant maturity groupings based on the remaining period to the contractual maturity date at balance
date. The amounts disclosed in the table are the contractual undiscounted cash flows. They are expected to occur
and affect profit or loss at various dates between balance date and the following 24 months.

Less than

Between

1 year

1 and 2
years

31 March 2012

$000

$000

168,719

168,094

Forward foreign exchange contracts cash flow hedges


inflow
outflow
Forward foreign exchange contracts cash flow hedges
inflow

378,718

6,155

outflow

399,171

6,557

(d) Fair value estimation


The fair value of financial instruments are estimated using discounted cash flows. Fair value of interest rate swaps
is calculated as the present value of the estimated future cash flows. The fair value of forward exchange contracts
is determined using forward exchange market rates at balance date.
The carrying value less impairment provision of trade receivables and payables is a reasonable approximation of
their fair values due to the shortterm nature of trade receivables. The fair value of financial liabilities for disclosure
purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is
available to the Appliances business for similar financial instruments.
Unless otherwise stated, all other carrying amounts are assumed to equal or approximate fair value.
Financial instruments are measured in the Statement of Financial Position at fair value, which requires disclosure of
fair value measurements by level of the following fair value measurement hierarchy:
__

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

__

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2).

__

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

P94

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

4. FINANCIAL RISK MANAGEMENT APPLIANCES BUSINESS & PARENT (CONTINUED)


Level 1

Level 2

Level 3

Total
balance

31 March 2012

$000

$000

$000

$000

Assets
Derivative financial instruments held for trading

934

934

Derivative financial instruments cash flow hedges

1,530

1,530

Total assets

2,464

2,464

Derivative financial instruments held for trading

2,823

2,823

Derivative financial instruments cash flow hedges

124

124

Total liabilities

2,947

2,947

Level 1

Level 2

Level 3

Liabilities

Total
balance

31 March 2011

$000

$000

$000

$000

Derivative financial instruments held for trading

1,205

1,205

Derivative financial instruments cash flow hedges

1,452

1,452

Total assets

2,657

2,657

Assets

Liabilities
Derivative financial instruments held for trading

6,193

6,193

Derivative financial instruments cash flow hedges

17,355

17,355

Total liabilities

23,548

23,548

There are no financial instruments carried at fair value in the Parent entity.
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting
date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arms length basis. The quoted market price used for financial assets held by the
Group is the current bid price. These instruments are included in Level 1.
The fair value of financial instruments that are not traded in an active market (for example, overthecounter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable
market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in Level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Specific valuation techniques used to value financial instruments include:
__

Quoted market prices or dealer quotes for similar instruments.

__

The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based
on observable yield curves.

__

The fair value of forward foreign exchange contracts is determined using forward exchange rates at balance
date, with the resulting value discounted back to present value

__

Other techniques, such as discounted cash flow analysis, are used to determine fair value for other financial
instruments.

Note that all of the resulting fair value estimates for the Appliances business are included in Level 2.

NOTES TO THE FINANCIAL STATEMENTS

P95

(e) Financial instruments by category


ASSETS AS PER STATEMENT OF FINANCIAL POSITION

Fair value

Derivatives

Loans and

through

used for

receivables

profit or

hedging

Total

lossheld
for trading
$000

$000

$000

$000

Cash & cash equivalents

22,273

22,273

Trade receivables

108,456

108,456

934

1,530

2,464

934

1,530

130,729

133,193

Cash & cash equivalents

21,375

21,375

Trade receivables

128,117

128,117

1,205

1,452

2,657

1,205

1,452

149,492

152,149

Cash & cash equivalents

Intergroup advances

637,620

637,620

637,621

637,621

Cash & cash equivalents

Intergroup advances

637,585

637,585

637,586

637,586

Derivatives Measured at

Total

Appliances business
31 March 2012

Derivative financial instruments


31 March 2011

Derivative financial instruments


Parent
31 March 2012

31 March 2011

LIABILITIES AS PER STATEMENT OF FINANCIAL POSITION

Fair value
through

used for

amortised

profit or

hedging

cost

$000

$000

$000

lossheld
for trading
$000

Appliances business
31 March 2012
Borrowings
Trade creditors
Derivative financial instruments
Finance leases

86,810

86,810

96,560

96,560

2,823

124

2,947

2,823

124

183,370

186,317

121,557

121,557

31 March 2011
Borrowings
Trade creditors
Derivative financial instruments
Finance leases

99,141

99,141

6,193

17,355

23,548

17

17

6,193

17,355

220,715

224,263

P96

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

5. FINANCIAL RISK MANAGEMENT FINANCE BUSINESS


The Finance business activities expose it to a variety of financial risks including credit risk, liquidity risk and interest
rate risk. The Finance business has a separate Board of Directors, which has appointed the following committees and
other specialists to manage these risks and report key outcomes to the Board in accordance with approved policy:
Asset & Liability Committee
Comprises the Managing Director, Chief Operating Officer, Chief Financial Officer (Chair) and Treasury & Funding
Manager. The Committee is responsible for managing interest rate risk, liquidity risk and Statement of Financial
Position and capital structure. The Committees activities are governed by a formal charter to ensure all treasury
risk management policies are followed.
Pricing, Marketing & Operations Committee
Comprises the Managing Director, Chief Operating Officer (Chair) and Chief Financial Officer. Its principal responsibility is to establish and review interest rates on money advanced to customers and productivity, performance and
compliance of Finance business operations.
Credit Committee
Comprises the Managing Director, Chief Operating Officer, Chief Financial Officer and Chief Risk Officer (Chair). The
committees principal responsibility is to oversee all aspects of credit risk assessment and management and operates
within formal credit policies and guidelines that ensure any credit risk incurred falls within acceptable parameters.
Insurance Committee
Comprises the Managing Director, Chief Operating Officer (Chair), Chief Financial Officer and Marketing Manager.
The committees principal responsibility is to oversee all aspects of the insurance business; including approving
and recommending strategies, monthly review of risks and returns and the delivery of and compliance to current
prudential and regulatory requirements for the insurance sector.
Information & Support Services Steering Committee
Comprises the Management Director, the Chief Operating Officer, Chief Financial Officer and Chief Information &
Support Services Officer (Chair). The committee is responsible for approving strategy, setting policy, monitoring risk
and reviewing work in progress across information services, human resources, process improvement and procurement.
Treasury
The Treasury functions principal responsibility is the daytoday management of the liability side of the statement
of financial position, especially focusing on maintaining the appropriate level and mix of funding sources and ensuring that the Finance business has sufficient liquidity for its requirements. In addition, Treasury is responsible for:
__

execution of interest rate risk management strategies including the use of derivative financial instruments in
accordance with formal treasury risk management policies

__

ensuring compliance with all internal and external measures, covenants and ratios.

NOTES TO THE FINANCIAL STATEMENTS

(a) Interest rate risk


Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will
fluctuate because of changes in market interest rates.
The Finance business is exposed to fluctuations in the prevailing levels of market interest rates on both fair value
and cash flow risks relating to its financial instruments. Interest margins may increase or decrease, as the case may
be, as a result of changes in market interest rates.
(i) Interest rate risk management process
The Asset & Liability Committee is responsible for managing interest rate risk in accordance with its Charter and
treasury risk management policy. A Pricing Committee is responsible for establishing and reviewing interest rates
on money lent.
The Finance business manages interest rate risk through:
__

monitoring the maturity profile of assets and liabilities and seeking, where appropriate, to match the date at
which these mature and reprice

__

monitoring market interest rates and reviewing the impact of these on interest rate risk exposure

__

economically hedging a portion of any residual risk exposure using financial derivative instruments. This activity
is undertaken in accordance with treasury risk management policies approved by the Finance business Board
of Directors

__

reviewing lending rates from time to time

(ii) Concentrations of interest rate exposure


The Finance business borrowings are generally short term in nature to match the profile of the maturing assets.
Borrowings issued at variable rates expose the Finance business to cash flow interest rate risk. Borrowings issued
at fixed rates expose the Finance business to fair value interest rate risk.
(iii) Repricing schedule
The Finance business has a policy which establishes risk control limits for the net repricing gap. Interest rate exposure
is monitored on a regular basis and reported to and reviewed monthly by the Asset and Liability Committee and the
Finance business Board of Directors.
The table below summarises the Finance business exposure to interest rate risks. It includes the Finance business
financial instruments at carrying amounts, categorised by the earlier of their contractual repricing or expected
maturity dates.

P97

P98

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

5. FINANCIAL RISK MANAGEMENT FINANCE BUSINESS (CONTINUED)


Weighted

0 to 6

7 to 12

13 to 24

25 to 60

Over 60

Non

average

months

months

months

months

months

interest

effective

Total

bearing

interest
rate
31 March 2012

$000

$000

$000

$000

$000

$000

$000

Cash & cash equivalents

2.5

87,074

Derivative financial instruments

2.8

87,074

48

Finance receivables

18.1

495,111

52

51,342

37,972

10,095

12

594,532

Other financial assets

0.5

Financial assets

556

2,817

3,373

582,189

51,342

38,020

10,651

12

2,817

685,031

245,507

Financial liabilities
Finance borrowings
Bank loans

4.0

245,507

Debentures

7.4

50,331

39,930

18,361

2,740

111,362

Notes

3.5

194,097

194,097

Derivative financial instruments

3.9

213

455

949

1,099

2,716

10,972

10,972

490,148

40,385

19,310

3,839

10,972

564,654

92,041

10,957

18,710

6,812

12

(8,155)

120,377
Total

Other financial liabilities


Net effective interest rate gap

Weighted

0 to 6

7 to 12

13 to 24

25 to 60

Over 60

Non

average

months

months

months

months

months

interest

effective

bearing

interest
rate
31 March 2011

$000

$000

$000

$000

$000

$000

$000

Cash & cash equivalents

3.6

92,154

92,154

Derivative financial instruments

2.8

18.0

466,733

43,229

74,400

17,164

69

601,595

Financial assets

Finance receivables
Other financial assets

0.7

1,044

2,682

3,726

558,887

44,273

74,401

17,164

69

2,682

697,476

224,837

Financial liabilities
Finance borrowings
Bank loans

4.2

224,837

Debentures

7.0

79,422

39,568

17,232

4,190

140,412

Notes

4.1

134,805

134,805

Committed liquidity facilities

4.0

73,861

73,861

Derivative financial instruments

4.0

170

432

1,325

1,225

3,152

5,143

5,143

513,095

40,000

18,557

5,415

5,143

582,210

45,792

4,273

55,844

11,749

69

(2,461)

115,266

Other financial liabilities


Net effective interest rate gap

NOTES TO THE FINANCIAL STATEMENTS

P99

(iv) Summarised sensitivity analysis


The following table summarises the sensitivity of the Finance business financial assets and financial liabilities to
interest rate risk in terms of the effect on posttax profit and equity. The analysis is based on the assumption that all
other variables remain constant and incorporates the effect a /+ 100 basis point movement in interest rates has on
the financial assets and financial liabilities held at balance date. The sensitivity analyses below represent the range
of movements for each type of risk that are considered reasonably possible as at balance date. The risk profile will
vary throughout the financial year.
INTEREST RATE RISK
1%
Carrying

+1%

Profit

Equity

Profit

Equity

$000

$000

$000

$000

amount
31 March 2012

$000

Financial assets
Cash & cash equivalents
Finance receivables
Derivative financial instruments
Other financial assets

87,074

(628)

(628)

628

628

594,532

(4,282)

(4,282)

4,282

4,282

52

(243)

(285)

239

279

3,373

(4)

(4)

(550,966)

3,958

3,958

(3,958)

(3,958)

(2,716)

(527)

(1,548)

517

1,508

(10,972)

(1,726)

(2,789)

1,712

2,743

Financial liabilities
Finance borrowings
Derivative financial instruments
Other financial liabilities
Total increase/ (decrease)

INTEREST RATE RISK


1%
Carrying

+1%

Profit

Equity

Profit

Equity

$000

$000

$000

$000

amount
31 March 2011

$000

Financial assets
Cash & cash equivalents
Finance receivables
Derivative financial instruments
Other financial assets

92,154

(648)

(648)

648

648

601,595

(4,211)

(4,211)

4,211

4,211

3,726

Financial liabilities
Finance borrowings

(573,915)

4,010

4,010

(4,010)

(4,010)

Derivative financial instruments

(3,153)

(778)

(2,254)

763

2,807

Other financial liabilities

(5,143)

(1,627)

(3,103)

1,612

3,656

Total increase/ (decrease)


(b) Credit risk

The Finance business is exposed to credit risk, which is the risk that a counterparty will cause a financial loss for the
Finance Business by failing to discharge an obligation. Credit risk arises principally on advances made to customers
and deposits held with other entities and also in offstatement of financial position items such as loan commitments.
(i) Credit risk management process
A Credit Committee oversees all aspects of credit risk assessment and management and operates within credit policies and guidelines approved by the Finance business Board of Directors. These policies ensure that any credit risk
incurred falls within acceptable parameters.

P100

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

5. FINANCIAL RISK MANAGEMENT FINANCE BUSINESS (CONTINUED)


The Finance business manages credit risk in a number of ways:
__

In consumer lending, robust credit processes are employed to originate new loans to customers. These processes
incorporate credit scorecards, credit checks, fraud detection software, business rules and review of customer
credit history to assess a customers credit worthiness. Wherever appropriate, a charge will be taken by way of
reservation of title over the asset financed, except for personal loans, where advances are generally unsecured.
The personal loans business ceased originating new loans in January 2006. Additionally where appropriate the
Finance business registers a Purchase Money Security Interest (PMSI) charge over each customer and all details
of the asset used as security on the Personal Property Securities Register.

__

In commercial lending, the integrity and financial standing of approved borrowers is relied upon. All equipment
finance and rental & leasing contracts are assessed in accordance with a range of credit criteria and the amount
of each advance. Criteria include credit checks, trade references and financial account analysis. These contracts
are secured over the goods financed and guarantees are requested from business proprietors in certain circumstances. Assets financed include machinery and plant & equipment but do not include residential or commercial
property. Additionally where appropriate the Finance business registers a PMSI charge over each customer and
all equipment used as security on the Personal Property Securities Register.

__

In bulk funding, security is a general security interest charging all present and after acquired personal property
and a specific security interest (first mortgage) over the Finance receivables sold to Smithcorp Finance Limited.
In addition, several factors are taken into account in determining the amount of money advanced, including
average yield and arrears levels. A general security reserve is also maintained to ensure a margin exists between
the amounts advanced and the value of the underlying Finance receivables.

__

Interest rate instruments have been entered into with trading banks. The Finance business exposure to credit
risk from these financial instruments is limited because it does not expect nonperformance of the obligations
contained therein due to the credit rating of the financial institutions concerned. The Finance business does
not require collateral or other security to support these financial instruments.

(ii) Concentrations of Credit Exposure


As at 31 March 2012, the Finance business had advanced $74.5 million to Smithcorp Finance Limited, a bulk finance
merchant (2011 $75.4 million). Security is a general security interest charging all present and after acquired property
and a specific interest over finance receivables. These receivables, taken as individual finance receivable agreements,
are largely low value advances to retail customers.
Excluding Smithcorp Finance Limited, the Finance business had no exposure to retailers, commercial accounts or
individual receivable agreements that exceeded 10% of Finance business equity (2011 Nil).
Maximum exposure to credit risk before collateral held or other credit enhancements is shown in the table below:
31 March

31 March

2012

2011

$000

$000

87,074

92,154

Credit exposures relating to onstatement of financial position assets:


Cash & cash equivalents
Derivative financial instruments
Finance receivables
Other financial assets

52

594,532

601,595

3,373

3,726

Credit exposures relating to offstatement of financial position items:


Undrawn lending commitments*

1,819,864

1,775,323

2,504,895

2,472,799

*Undrawn lending commitments include unutilised Q Card, Farmers Finance Card and fixed instalment limits, which can be unconditionally cancelled at any time.

The above table represents a maximum credit risk exposure at 31 March 2012, without taking into account any collateral, other credit enhancements attached or the cancellation of undrawn lending commitments. For onstatement
of financial position assets, the exposures set out above are based on net carrying amounts as reported in the

NOTES TO THE FINANCIAL STATEMENTS

P101

Statement of Financial Position.


Further details on Finance receivables and impairment are disclosed in Note 12.
(iii) Geographic Concentrations of Finance Receivables
The table below details the geographic split of Finance receivables:

31 March

31 March

2012

2011

$000

$000

Upper North Island

208,904

212,691

Central North Island

138,832

138,386

Lower North Island


South Island

Upper North Island comprises the Auckland and Northland regions. Lower North Island comprises the Wellington
and Manawatu regions.
(c) Liquidity risk
Liquidity risk is the risk that the Finance business is unable to meet its payment obligations associated with its
financial liabilities when they fall due. It includes the risk that the Finance business may have insufficient liquid
funds or may not be able to raise sufficient funds at short notice to meet its payment obligations associated with
financial liabilities when they fall due. This situation can arise if there is a significant mismatch of its financial assets
and financial liabilities.
(i) Liquidity risk management process
The Finance business operates an Asset & Liability Committee that oversees all aspects of statement of financial
position risk. This Committee has a formal charter, which outlines its role and responsibilities. All treasury related
activity must comply with treasury risk management policies approved by the Finance business Board of Directors.
Liquidity risk is managed through:
__

day to day funding requirements and future cash flows are monitored to ensure requirements can be met. This
includes replenishment of funds as they mature or are borrowed by customers. The Finance business maintains
an active presence in local money markets to enable this to happen

__

regularly forecasting future cash flows to assess maturity mismatches between financial assets and financial
liabilities in advance

__

not relying on one funding source, but maintaining a diverse and stable funding base

__

maintaining strong bank relationships and committed bank credit balances

__

monitoring statement of financial position liquidity ratios against internal and external requirements

The Asset & Liability Committee also monitors the level and type of undrawn lending commitments against committed credit facilities to ensure there is sufficient capacity.
The table below analyses the Finance business financial assets and financial liabilities and net settled derivative
financial instruments into relevant maturity groupings based on the remaining period at the reporting date to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, except
for derivative financial instruments.

75,969

77,049

170,827

173,469

594,532

601,595

P102

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

5. FINANCIAL RISK MANAGEMENT FINANCE BUSINESS (CONTINUED)


Call
31 March 2012

$000

0 to 6

7 to 12

13 to 24

25 to 60

Over 60

months

months

months

months

months

Total

$000

$000

$000

$000

$000

$000
87,074

Financial assets
87,074

Derivative financial instruments*

25

60

17

110

Finance receivables

223,979

148,718

171,624

201,225

40,920

786,466

Other financial assets

2,830

15

30

545

3,420

87,074

226,817

148,758

171,714

201,787

40,920

877,070

256,267

Cash & cash equivalents

Financial liabilities
Finance borrowings
Bank loans

4,931

142,016

4,205

105,115

Debentures

5,478

47,894

41,440

20,706

3,043

118,561

Notes

195,000

195,000

Derivative financial instruments*

1,145

728

644

174

2,691

Other financial liabilities

10,972

10,972

5,478

259,942

184,184

25,555

108,332

583,491
Total

Call
31 March 2011

0 to 6

7 to 12

13 to 24

25 to 60

Over 60

months

months

months

months

months

$000

$000

$000

$000

$000

$000

$000
92,411

Financial assets
Cash & cash equivalents

23,653

68,758

Derivative financial instruments*

(1)

Finance receivables

225,663

151,043

174,366

205,551

53,344

809,967

Other financial assets

2,537

1,030

3,567

23,653

296,957

152,073

174,367

205,551

53,344

905,945

246,451

Financial liabilities
Finance borrowings
Bank loans

4,761

4,735

112,310

124,645

Debentures

8,288

74,478

41,012

19,516

4,630

147,924

Notes

135,500

135,500

Committed liquidity facilities

1,840

73,728

75,568

Derivative financial instruments*

1,491

1,242

708

(172)

3,269

Other financial liabilities

4,968

4,968

8,288

223,038

120,717

132,534

129,103

613,680

* The amounts expected to be receivable/payable in relation to the derivative financial instruments have been estimated using forward interest rates applicable at the reporting date.

(d) Fair value estimation


The fair value of financial instruments that are not traded in an active market is determined using generally accepted
valuation techniques. The Finance business uses a variety of methods and makes assumptions that are based on
market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are
used for longterm debt instruments held. Other techniques, such as estimated discounted cash flows, are used to
determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the
present value of the estimated future cash flows.
The fair value of financial liabilities and financial assets for disclosure purposes is estimated by discounting the future
contractual cash flows at the current market interest rate that is available to the Finance business for similar financial
instruments. For shortterm financial assets and liabilities, their carrying amount is a reasonable approximation of
their fair values.

NOTES TO THE FINANCIAL STATEMENTS

P103

Where present value techniques are used to value future cash flows deriving from interest rate derivative contracts, the Finance
business uses an MS Excel based valuation model licensed from a reputable third party vendor. Market data used for valuation
purposes (i.e. interest rate yield curves) are provided by independent third party data providers where possible. In addition,
monthend derivative portfolio valuations are obtained from all derivative counterparties for comparison with internal valuations.
Financial instruments which are measured in the Statement of Financial Position at fair value, require disclosure of fair value
measurements by level of the following fair value measurement hierarchy:
__

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

__

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is,
as prices) or indirectly (that is, derived from prices) (Level 2)

__

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The following table presents the Groups assets and liabilities that are measured at fair value.
Level 1

Level 2

Level 3

Total
balance

31 March 2012

$000

$000

$000

$000

Deposits

16,950

16,950

Derivative financial instruments cash flow hedges

Derivative financial instruments held for trading

33

33

Assets

12

12

Government stock

556

556

Total assets

556

17,002

17,558

Derivative financial instruments cash flow hedges

2,035

2,035

Derivative financial instruments held for trading

641

641

Derivative financial instruments fair value hedges

40

40

Total liabilities

2,716

2,716

Level 1

Level 2

Level 3

Derivative financial instruments fair value hedges

Liabilities

Total
balance

31 March 2011

$000

$000

$000

$000

Deposits

20,123

20,123

Derivative financial instruments held for trading

Government stock

1,044

1,044

Total assets

1,044

20,124

21,168

Derivative financial instruments cash flow hedges

1,881

1,881

Derivative financial instruments held for trading

991

991

Derivative financial instruments fair value hedges

281

281

Total liabilities

3,153

3,153

Assets

Liabilities

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group,
pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arms
length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are
included in Level 1. Government stock has been included in Level 1.
The fair value of financial instruments that are not traded in an active market (for example, overthecounter derivatives) is
determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is
available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in Level 2.

P104

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

5. FINANCIAL RISK MANAGEMENT FINANCE BUSINESS (CONTINUED)


If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Specific valuation techniques used to value financial instruments include:
__

Quoted market prices or dealer quotes for similar instruments.

__

The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based
on observable yield curves.

__

Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining
financial instruments.

The following table presents the changes in Level 3 instruments.


Bulk
finance
receivables
31 March 2012

$000

Balance at the beginning of the year

Gains & losses recognised in the Income Statement

Interest & similar charges

Repayments

Balance at the end of the year

Bulk
finance
receivables

31 March 2011

$000

Balance at the beginning of the year


Gains & losses recognised in the Income Statement
Interest & similar charges
Repayments

11,292
(17)
148
(11,423)

Balance at the end of the year

As at 31 March 2012, all bulk finance receivables were measured at amortised cost.
Total loss for the year ended 31 March 2012 included in the Income Statement (included within Finance business
revenue) for assets held at 31 March 2012 was $nil (2011 $nil).

NOTES TO THE FINANCIAL STATEMENTS

P105

(e) Financial instruments by category


ASSETS AS PER STATEMENT OF FINANCIAL POSITION

Fair value

Fair value

Loans and

Derivatives

through

through

receivables

used for

profit or

profit or

loss

loss held

designated

for trading

$000

$000

$000

Total

hedging

$000

$000
87,074

31 March 2012
16,950

70,124

Derivative financial instruments

33

19

52

Finance receivables

594,532

594,532

Cash and cash equivalents

Other financial assets

556

2,816

3,372

17,506

33

667,472

19

685,030
92,154

31 March 2011
20,123

72,031

Derivative financial instruments

Finance receivables

601,595

601,595

1,044

2,682

3,726

21,167

676,308

697,476

Derivatives Measured at

Total

Cash and cash equivalents

Other financial assets

LIABILITIES AS PER STATEMENT OF FINANCIAL POSITION

Fair value
through

used for

amortised

profit or

hedging

cost

$000

$000

$000
550,966

loss held
for trading
$000
31 March 2012
Borrowings
Derivative financial instruments
Other financial liabilities

550,966

641

2,075

2,716

10,972

10,972

641

2,075

561,938

564,654
573,915

31 March 2011
Borrowings
Derivative financial instruments
Other financial liabilities

573,915

991

2,162

3,153

5,143

5,143

991

2,162

579,058

582,211

P106

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

6 SEGMENT INFORMATION
Chief Operating Decision Maker
The Chief Operating Decision Maker has been identified as the Board of Directors together with the Executives of
the Appliances and Finance businesses, who review the Groups internal reporting in order to assess performance
and allocate resources. Management has determined the operating segments based on these reports.
Reportable segments
The Appliances business reportable segments are based primarily on the nature of activities undertaken (factory
operations and sales/customer service companies) and are then split by geographic location. Factory operations
include sites that manufacture goods for both the Group and external customers. Sales & service includes sales &
distribution operations and also customer service operations.
The Finance business is considered as one reportable segment.
Other segment information
Performance of operating segments is assessed based on a measure of earnings before interest and taxation (operating profit or loss). This excludes interest costs associated with core funding and other overheads that are held
at Group level and cannot be allocated.
Intersegment revenue is recognised on the basis of arms length transactions and reflects returns required for taxation transfer pricing purposes where applicable.
Other information provided, except as noted below, is measured in a manner consistent with that in the financial
statements.
Significant oneoff costs have been excluded from the segment disclosures to reflect underlying segment operating
performance.
Segment total assets exclude certain elements of deferred tax that are associated with adjustments held for consolidation purposes, derivative financial instruments and noncurrent assets held for sale that are managed on a central
basis and fair value adjustments held on consolidation. These form part of the reconciliation to total assets in the
Statement of Financial Position.

NOTES TO THE FINANCIAL STATEMENTS

P107

SEGMENT REVENUE & PROFIT ANALYSIS


31 MARCH 2012

31 MARCH 2011

Revenue

Inter-

Total

Operating

Revenue

Inter-

Total

Operating

from

segment

segment

profit

from

segment

segment

profit

external

revenue

revenue

external

revenue

revenue

$000

$000

$000

$000

$000

$000

$000

4,701

114,287

118,988

3,173

12,220

135,550

147,770

19,736

(1,629)

customers

customers
$000

Factory operations
New Zealand
Australia
North America
Thailand
Europe

28,855

83,546

112,401

(12,838)

33,071

105,614

138,685

(7,758)

224,219

224,219

36,738

225,338

225,338

43,173

97,044

34,625

131,669

8,833

106,283

44,687

150,970

4,484

130,600

456,677

587,277

35,906

151,574

511,189

662,763

58,006

Sales & customer service


New Zealand

162,295

7,343

169,638

13,655

162,825

7,801

170,626

8,462

Australia

412,143

2,121

414,264

49,622

423,263

3,145

426,408

40,086

North America

135,653

135,653

916

172,863

172,863

(9,802)

Europe

17,966

17,966

307

18,270

18,270

118

Rest of World

32,792

32,792

1,637

36,258

36,258

112

760,849

9,464

770,313

66,137

813,479

10,946

824,425

38,976

Unallocated overheads

(65,150)

(59,122)

Currency Fluctuations

(25,611)

(14,185)

One-off expenses*

(3,935)

(1,382)

One-off income*
Appliances business
Finance business
Total

6,508

891,449

466,141

1,357,590

7,347

965,053

522,135

1,487,188

28,801

139,719

139,719

31,040

145,289

145,289

34,722

1,031,168

466,141

1,497,309

38,387

1,110,342

522,135

1,632,477

63,523

SEGMENT REVENUE RECONCILIATION TO THE INCOME STATEMENT


$000

$000

Total segment revenue

1,497,309

1,632,477

Inter-segment revenue elimination

(466,141)

(522,135)

Interest income

2,408

1,484

Other miscellaneous income

4,382

9,117

1,037,958

1,120,943

Total revenue & other income as per the Income Statement

* Refer Notes 8 & 14

P108

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

6 SEGMENT INFORMATION (CONTINUED)


SEGMENT TOTAL ASSETS
31 March

31 March

2012

2011

$000

$000

16,661

22,209

Factory operations
New Zealand
Australia
North America
Thailand
Europe

111,913

127,344

114,474

101,177

78,778

92,157

321,826

342,887

Sales & customer service


New Zealand
Australia

44,267

52,140

103,930

130,667

35,464

45,433

Europe

7,638

8,072

Rest of World

7,623

8,835

198,922

245,147

(15,945)

(16,799)

North America

Inter-segment eliminations
Unallocated assets

159,333

180,287

Appliances business

664,136

751,522

Finance business

806,042

826,420

Intersegment Eliminations

(16,492)

(19,528)

1,453,686

1,558,414

Total assets as per the Statement of Financial Position

NOTES TO THE FINANCIAL STATEMENTS

OTHER SEGMENT

DEPRECIATION

AMORTISATION

DISCLOSURES
31 March 31 March

31 March 31 March

P109

INTEREST

INTEREST

CAPITAL

EXPENSE*

INCOME**

EXPENDITURE

31 March 31 March

31 March 31 March

WORKING

31 March 31 March

CAPITAL
31 March 31 March

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

$000

$000

$000

$000

$000

$000

$000

$000

$000

$000

$000

$000

2,772

3,806

(9)

(51)

North America

7,455

7,976

579

165

(365)

1,418

Thailand

6,893

7,669

20

19

1,683

1,614

(2)

(2)

Europe

2,223

2,102

4,277

4,556

554

964

(33)

(46)

19,343

21,553

4,879

4,744

1,872

3,996

(44)

(99)

Factory operations
New Zealand
Australia

Sales & customer service


New Zealand
Australia
North America
Europe
Rest of World
Unallocated
Appliances business
Finance business
Total

320

73

94

93

1,038

766

10

35

(398)

(366)

811

843

81

116

(2)

(2)

31

117

17

2,281

1,915

113

137

17

(400)

(368)

360

283

4,691

3,918

8,985

11,389

(335)

(15)

21,984

23,751

9,683

8,799

10,857

15,403

(779)

(482)

48,313

24,263

163,668

224,084

493

483

8,466

7,860

(1,629)

(1,002)

2,163

4,078

22,477

24,234

18,149

16,659

10,857

15,403

(2,408)

(1,484)

50,476

28,341

163,668

224,084

Refer also Note 8


* Excludes Finance business operating interest
** Excludes interest on Finance business receivables, which forms part of revenue from external customers

P110

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

7. REVENUE & OTHER INCOME


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Appliances business sales of goods revenue


New Zealand

159,829

162,429

Australia

410,493

419,035

North America

165,766

207,883

Europe

64,304

81,330

Rest of World

74,393

69,505

4,701

12,217

Appliances business other sales of goods revenue


Appliances business sales of services revenue
Finance business revenue
Total operating revenue

11,963

12,654

139,719

145,289

1,031,168

1,110,342

Other income
Interest
Net gains on disposal of property, plant & equipment
Appliances business fee income
Appliances business miscellaneous income
Finance business fair valuation adjustments
Total other income
Total revenue & other income

2,408

1,484

6,300

1,412

1,250

2,665

2,341

305

(774)

6,790

10,601

1,037,958

1,120,943

(a) Sales revenue


Revenue figures reported above are disclosed by location of customer and therefore do not agree directly to Segment disclosures at Note 6, where revenue is reported by country or region of operation.
(b) Net gains on disposal of property, plant & equipment
Net gains on disposal of property, plant & equipment for the period ending 31 March 2011 included a gain on sale
of land & buildings of $6.5 million.

NOTES TO THE FINANCIAL STATEMENTS

P111

8. EXPENSES
CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

613,017

673,118

2,694

882

1,241

500

25,611

14,185

Other administration expenses

133,729

134,834

Administration expenses

163,275

150,401

Selling, marketing & distribution expenses

112,666

123,106

Total operating expenses

888,958

946,625

Net gains and expenses


Profit before income tax includes the following specific expenses:
Appliances business
Cost of goods sold (COGS)
Onerous contracts
Fair valuation of noncurrent assets held for sale (refer note (i))
Net foreign exchange losses

The above expenses include:


531,905

573,312

Employee benefits

187,512

189,718

Depreciation

21,984

23,751

Amortisation

9,683

8,799

22,946

25,383

12,874

12,500

17,153

15,668

16

352

External interest expense

10,857

15,403

Finance costs expensed

10,857

15,403

Movement of inventory within COGS

Rental expense relating to operating leases


Defined contribution superannuation expense
Research & development
Donations
Appliance business finance costs

P112

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

8. EXPENSES (CONTINUED)
CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Finance business
18,762

19,545

Recovery of amounts previously written off

(1,670)

(1,509)

Movement in allowance for impairment

(5,980)

1,312

Impairment charge for credit losses (refer subnote (ii))

11,112

19,348

Interest expense & similar charges

40,818

41,360

6,774

Other Finance business expenses before unearned premium movements

53,599

47,548

Movement in unearned insurance & warranty premiums

(1,690)

2,539

Receivables written off during the year

Litigation costs (refer subnote (iii))

Other Finance business expenses


Total operating expenses

51,909

50,087

110,613

110,795

Other Finance business expenses include:


17,725

15,585

Depreciation

493

483

Amortisation

8,466

7,860

Marketing & promotion

7,396

5,529

Insurance and warranty commissions & claims

3,648

3,392

1,471

1,988

718

686

Employee benefits

Rental expense relating to operating leases


Defined contribution superannuation expense
Donations

(i) Asset Impairments


In the year ended 31 March 2012 on fair valuing the remaining East Tamaki, Auckland land & buildings held for sale,
an impairment of $1.2 million (2011 $0.5 million) was recognised refer also Note 14.
(ii) Christchurch earthquake adjustment
In the year ended 31 March 2011, the impairment charge for credit losses includes a provision overlay of $2.0 million
in relation to the Christchurch earthquake that occurred in February 2011. This provision overlay was fully released
in the current year.
(iii) Litigation costs
Previously a contingency has been reported for litigation which alleged that software developed by Fisher & Paykel
Financial Services Limited (FPFS) breaches intellectual property rights of a USA software company. No specific provision was previously made for this, as the known basis of claim was considered to have little or no prospect of success.
The case was heard in the High Court at Auckland, New Zealand in late 2011 and a judgement on the issue is expected this year.
At trial, the USA software company modified its previous stance that FPFS copied software and instead focussed on
its alleged intellectual property rights in the logic that underpins certain software functionality.
While the Directors believe on the information available to them that the claim is novel and lacks commercial merit,

NOTES TO THE FINANCIAL STATEMENTS

P113

there are complex legal issues and a range of possible outcomes. Accordingly, the Directors consider it is now prudent to make a provision given this uncertainty.
This amount, together with legal costs incurred by FPFS through to 31 March 2012, has been reported as Litigation
Costs in the Income Statement. The amount of the provision recorded by FPFS has not been disclosed separately
as this may prejudice FPFSs position in this matter.
Auditors fees
During the year the following fees were paid or payable for services provided by the Auditor of the Company and
the Group, its related practices and nonrelated audit firms:
CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

1,137

1,181

35

31

Fisher & Paykel Finance Limited Debenture Prospectus audit

10

10

Farmers Finance securitisation compliance audit

33

30

(a) Assurance services


Audit services
PricewaterhouseCoopers
Statutory audit current year
Statutory audit prior year
Compliance audits Appliances Thailand
Share register audit

Other audit firm


24

23

1,241

1,277

Review of Group Interim Financial Statements

84

106

Accounting advice

35

28

Tax compliance services

97

65

Other assurance services

254

61

Total remuneration for other assurance services

470

260

Total remuneration for assurance services

1,711

1,537

Statutory reporting software

25

28

Total remuneration for advisory services

25

28

1,736

1,565

Statutory audit current year


Total remuneration for audit services
Other assurance services
PricewaterhouseCoopers

(b) Other services


PricewaterhouseCoopers

Total remuneration

P114

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

9. INCOME TAX EXPENSE


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

(a) Income tax expense


14,068

23,259

66

(4,969)

(8,684)

82

(101)

9,099

14,575

82

(35)

Decrease/(increase) in deferred tax assets (Note 18)

(3,707)

(8,313)

82

(101)

(Decrease)/increase in deferred tax liabilities (Note 24)

(1,262)

(371)

(4,969)

(8,684)

82

(101)

27,530

48,120

136

112

7,708

14,436

38

34

1,116

16

Current tax
Deferred tax

Deferred income tax (credit)/expense included in income tax expense comprises:

(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit from continuing operations before income tax expense
Tax at the New Zealand tax rate of 28% (2011: 30%)
Tax effect of a change in New Zealand tax rate to 28%
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
(490)

(2,541)

Forfeited NRWT

298

823

Unrealised losses on New Zealand FC1 debenture

391

182

(524)

(1,680)

44

(151)

Other nonassessable income

Net (Recognition) / Derecognition of deferred tax


Credits provided to/from Group companies
Other nondeductible amounts

1,442

3,144

8,825

15,480

82

(101)

Difference in overseas tax rates

(62)

(126)

Under/(over) provision in prior years

336

(779)

66

Income tax expense

274

(905)

66

9,099

14,575

82

(35)

Tax legislation passed in 2010 reduced the New Zealand company tax rate from 30% to 28%, effective
1 April 2011.
The weighted average applicable effective tax rate was 33.1% (2011 30.3%).
The Group has estimated New Zealand tax losses available to carry forward of $21.7 million (2011 $15.9
million), subject to shareholder continuity being maintained as required by New Zealand tax legislation.
In addition, the Group has unrecognized New Zealand tax losses of $0.6 million.
The Group has estimated North American tax losses available to carry forward of $14.6 million (2011
$14.8 million) and tax credits of $2.8 million. These are subject shareholder continuity being maintained
as required by US tax legislation. In addition, the Group has unrecognized US tax losses and credits
totalling $24.0 million.

NOTES TO THE FINANCIAL STATEMENTS

P115

10. CASH & CASH EQUIVALENTS


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Cash at bank and on hand

35,497

40,654

Deposits

73,850

72,875

109,347

113,529

(a) Reconciliation to cash at the end of the year


The above figures are reconciled to cash at the end of the financial year as shown in the Cash Flow Statement as follows:

CONSOLIDATED

Balance as above

31 March

31 March

31 March

2012

2011

2012

2011

$000

$000

$000

$000

109,347

113,529

(b) Cash at bank and on hand


This consists of both interest and noninterest bearing balances denominated in various currencies. The weighted
average interest rate as at 31 March 2012 was 2.0% (2011 1.8%).
(c) Deposits
These are Finance business call and term deposits. The call deposits bear a weighted average interest rate of 2.5%
(2011 2.5%). There were no fixed term deposits during the year to 31 March 2012 (2011 weighted average interest
rate ranged from 3.3% to 4.3%). During the year to 31 March 2011 the average maturity period was 39 days.
(d) Fair value
The carrying amount for cash & cash equivalents equals the fair value.

PARENT
31 March

P116

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

11. TRADE RECEIVABLES & OTHER CURRENT ASSETS


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

109,079

129,222

(623)

(1,105)

108,456

128,117

17,196

22,511

21

27

125,652

150,628

21

27

Net trade receivables


Trade receivables
Allowance account for impairment of trade receivables
Other debtors & prepayments

(a) Impaired receivables


As at 31 March 2012 current trade receivables of the Group with a nominal value of $0.6 million (2011 $1.1 million),
which relate to a number of customers, were fully impaired and provisioned. There were no impaired trade receivables in the Parent in 2012 or 2011.
The ageing of these impaired receivables is as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

0 to 60 days

67

390

61 to 120 days

72

66

Over 120 days

484

649

623

1,105

As of 31 March 2012, trade receivables of $3.0 million (2011 $5.1 million) were past due but not impaired. These
relate to a number of customers who pay outside terms (but consistent with custom & practice for their sector) and
for whom there is no recent history of default. The ageing analysis of these past due but not impaired receivables
is as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

0 to 60 days

3,544

3,638

61 to 120 days

(156)

888

Over 120 days

(423)

584

2,965

5,110

NOTES TO THE FINANCIAL STATEMENTS

P117

Movements in the provision for impairment of receivables are as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

2011

$000

$000

$000

$000

Carrying amount at the start of the year

1,105

1,568

Exchange rate variance on opening balance

(126)

(46)

263

749

(619)

(1,166)

623

1,105

Additional provision recognised


Utilised during the year

The creation and release of the provision for impaired receivables has been included in Administration expenses in
the Income Statement. Trade Receivables are provisioned when there is no expectation of collection.
The other classes within trade and other current assets do not contain impaired assets and are not past due. Based
on the credit history of these other classes, it is expected that these amounts will be received when due.
(b) Bad and doubtful trade receivables
The Group has recognised a net gain of $203,000 in respect of bad and doubtful trade receivables during the year
ended 31 March 2012 (2011 net loss $373,000). This gain / expense has been included in Administration expenses.
(c) Other debtors & prepayments
These amounts generally arise from transactions outside the usual operating activities of the Group.
Other debtors & prepayments as at 31 March 2011 included $2.0 million deferred sale proceeds from the sale of
land & buildings in East Tamaki, Auckland. These proceeds were received on 19 December 2011, refer also Note 14.
(d) Foreign exchange and interest rate risk
A summarised analysis of the sensitivity of trade and other receivables to foreign exchange and interest rate risk
can be found in Note 4.
(e) Fair value and credit risk
Due to the short term nature of these trade receivables, carrying value is assumed to approximate their fair value.

31 March

P118

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

12. FINANCE RECEIVABLES


31 March

31 March

2012

2011

$000

$000

376,083

391,475

Current
Finance receivables

(3,889)

(5,186)

Allowance for impairment

(12,532)

(16,413)

Total current Finance receivables

359,662

369,876

Finance receivables

245,593

245,250

Provision for unearned interest

(2,540)

(3,249)

(8,183)

(10,282)

Provision for unearned interest

Noncurrent

Allowance for impairment


Total noncurrent Finance receivables

234,870

231,719

Total Finance receivables

594,532

601,595

31 March

31 March

The Finance business recognised an impairment charge for credit losses of $11.1 million in respect of impaired
receivables for the year ended 31 March 2012 (2011 $19.3 million). Refer to Note 8.
(a) Finance business leases
Included within finance receivables are finance leases which the Finance business provides to customers for purchase
of office and other equipment.

2012

2011

$000

$000

Finance lease receivables


Gross receivables from finance leases:
Not later than 1 year

20,435

21,624

Later than 1 year and not later than 5 years

20,544

21,626

Later than 5 years

13

83

40,992

43,333

Unearned finance income

(2,160)

(2,511)

Allowance for uncollectible minimum lease payments receivable

(1,143)

(1,914)

(3,303)

(4,425)

37,689

38,908

Net investment in finance leases

NOTES TO THE FINANCIAL STATEMENTS

P119

The net investment in finance leases is analysed as follows


31 March

Not later than 1 year


Later than 1 year and not later than 5 years
Later than 5 years

31 March

2012

2011

$000

$000

18,540

19,151

19,137

19,689

12

68

37,689

38,908

31 March

31 March

(b) Impaired receivables


Net Finance receivables are summarised as follows:

Neither past due nor impaired

2012

2011

$000

$000

559,287

562,002

Past due but not impaired

26,376

32,252

Impaired individually assessed

29,584

34,036

615,247

628,290

Gross
Less:
Allowance for impairment collectively assessed

2,928

5,690

Allowance for impairment individually assessed

17,787

21,005

594,532

601,595

31 March

31 March

Net Finance receivables

The past due but not impaired category includes those Finance receivables for which the customer has failed to make
a payment when contractually due and for which the receivable has not been individually assessed for impairment.
The gross figures disclosed include the customers entire balance rather than the overdue portion.
The carrying amount of Finance receivables that would otherwise be past due whose terms have been renegotiated
at 31 March 2012 was $46.6 million (2011 $44.5 million). These receivables are included in the neither past due nor
impaired category and are considered by Management to be fully performing.
The table below shows a reconciliation of the movement in gross Finance receivables (after provision for unearned
interest) that are individually determined to be impaired.

Balance at 1 April
Net additions to class
Receivables written off during the year
Balance at 31 March

2012

2011

$000

$000

34,036

37,009

12,187

14,300

(16,639)

(17,273)

29,584

34,036

P120

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

12. FINANCE RECEIVABLES (CONTINUED)


The ageing of other gross Finance receivables past due but not impaired is as follows:

31 March

Up to 30 days

31 March

2012

2011

$000

$000

17,819

22,324

3160 days

6,197

7,312

6190 days

2,285

2,546

Over 90 days

75

70

26,376

32,252

31 March

31 March

Collateral held for Finance receivables individually determined to be impaired and Finance receivables past due but
not impaired is as follows:
__

Q Card advances are generally secured by way of reservation of title over the asset financed. Personal Loans
are generally unsecured

__

Farmers credit card receivables are unsecured. Farmers fixed instalment receivables are generally secured over
the goods financed

__

It is impracticable to estimate the fair value of collateral held because of the average size of each advance
outstanding, the number of advances outstanding, the term to maturity of each advance and the wide
variety and condition of each asset financed. The Finance business will, in the first instance, attempt to
collect the outstanding debt without recourse to the secured asset. In many instances third party collection agencies are utilised. Repossession of secured assets occurs only in limited circumstances and where
it is economic to do so. The carrying amount of these collateralised assets at balance date was immaterial

Movements in the allowance for impairment collectively assessed is as follows:

Balance at 1 April
Movement in allowance for impairment during the year
Balance at 31 March

2012

2011

$000

$000

5,690

3,288

(2,762)

2,402

2,928

5,690

31 March

31 March

Movements in the allowance for impairment individually assessed is as follows:

2012

2011

$000

$000

Balance at 1 April

21,005

22,095

Movement in allowance for impairment during the year

(3,218)

(1,090)

17,787

21,005

Balance as at 31 March

The creation and release of the allowances for impaired Finance receivables has been included in the Impairment
charge for credit losses in Note 8. Amounts charged to the allowance account are generally written off when there
is no expectation of recovering additional cash.

NOTES TO THE FINANCIAL STATEMENTS

P121

(c) Fair values


The fair values and carrying values of Finance receivables are as follows:

31 MARCH

31 MARCH

2012
Carrying

2011

Fair value

amount
Finance receivables

Fair value

amount

value

$000

$000

$000

$000

594,532

594,409

601,595

598,640

The fair values of Finance receivables other than bulk finance receivables are based on cash flows discounted using
current lending rates ranging between 13.7% to 14.8% (2011 15.4% to 15.7%).
The fair value of Finance lease receivables are based on cash flows discounted using a current lending rate of 13.3%
(2011 14.8%).
The fair values of bulk Finance receivables are based on cash flows discounted using current lending rates ranging
between 2.7% to 2.9% (2011 2.5% to 2.9%).
The fair value of other Finance receivables equals their carrying amount as the effect of discounting was immaterial.
(d) Interest rate risk
For an analysis of the sensitivity of Finance receivables to interest rate risk, refer to Note 5.
(e) Credit risk
Refer to Note 5 for more information on credit risk from Finance receivables including objectives, policies and processes for managing credit risk.

Carrying

P122

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

13. INVENTORIES
CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Raw materials

43,678

54,355

Spare parts

12,953

15,909

Workinprogress

12,407

13,605

Finished goods

82,734

111,239

151,772

195,108

Inventory expense
Raw materials, consumables and changes in finished goods and workinprogress recognised as cost of goods sold
in the year ending 31 March 2012 was $531.9 million (2011 $573.3 million).
Writedowns of inventories to net realisable value recognised as an expense during the year ended 31 March 2012
amounted to $1.4 million (2011 $2.1 million). This expense is included in cost of goods sold in the Income Statement.
The carrying value of inventories carried at fair value less costs to sell as at 31 March 2012 was $9.5 million (2011
$11.3 million).

14. NONCURRENT ASSETS CLASSIFIED AS HELD FOR SALE


CONSOLIDATED

Land
Buildings

31 March

31 March

31 March

2012

2011

2012

2011

$000

$000

$000

$000

31 March

7,757

9,501

6,086

5,520

13,843

15,021

Surplus land & buildings at East Tamaki, New Zealand are currently for sale under 3 separate titles. These have been
recorded at the lower of cost or fair value less anticipated costs to sell. There is currently a signed conditional agreement
on one of the properties. If all conditions are met then the property sale will settle on or before 30 September 2012.
An impairment charge of $1.2 million (2011 $0.5 million) was recognised in the year ended 31 March 2012 relating
to fair value adjustments for the land & buildings at the East Tamaki site. These assets are classified as unallocated
assets in the Segment Note refer Note 6.
In March 2011, subdivided land & buildings at the East Tamaki site were sold for $2.25 million and the final instalment
of sale proceeds amounting to $2 million was received on 19th December 2011.

PARENT

NOTES TO THE FINANCIAL STATEMENTS

P123

15. DERIVATIVE FINANCIAL INSTRUMENTS


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

2,361

2,654

2,365

2,654

Current assets
Forward foreign exchange contracts ((a)(i))
Interest rate swaps ((a)(ii))
Total current derivative financial instrument assets
Noncurrent assets
-

Interest rate swaps ((a)(ii))

151

Total noncurrent derivative financial instrument assets

151

2,516

2,658

Forward foreign exchange contracts ((a)(i))

1,736

20,029

Interest rate swaps ((a)(ii))

1,145

971

Total current derivative financial instrument liabilities

2,881

21,000

Forward foreign exchange contracts ((a)(i))

Total derivative financial instrument assets


Current liabilities

Noncurrent liabilities
-

183

Interest rate swaps ((a)(ii))

2,782

5,518

Total noncurrent derivative financial instrument liabilities

2,782

5,701

Total derivative financial instrument liabilities

5,663

26,701

(3,147)

(24,043)

Forward foreign exchange contracts ((a)(i))

Total derivative financial instruments

Derivative financial assets and liabilities are classified as current or noncurrent according to the underlying hedge relationship. Where an effective hedged item has a remaining maturity of more than 12 months it is classified as noncurrent.
(a) Instruments used by the Group
The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure
to fluctuations in interest and foreign exchange rates in accordance with the Groups financial risk management
policies(Refer Notes 4 & 5).
(i) Forward foreign exchange contracts
The Appliances business hedges net receipts of US dollars from related parties for products manufactured in Thailand.
The Appliances business hedges net payments in US dollars for imported raw materials and appliances from third
parties and finished products manufactured in Thailand and Mexico into New Zealand, Australia, Canada, Singapore
and the United Kingdom.
These contracts are hedging highly probable forecasted purchases and receipts for up to 12 months (24 months by
exception) and the contracts are timed to mature when payments are scheduled to be made or when sales have
been recognised.
The Appliances business also hedges significant capital expenditure transactions with a policy de minimis of NZ$500,000.
The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised
directly in equity. When the cash flows occur, the Appliances business adjusts the initial measurement of the component recognised in the Statement of Financial Position by the related amount deferred in equity.
During the year ended 31 March 2012 a loss of $19.4 million (2011 loss of $11.6 million) was reclassified from equity
and included in gross margin. There was no hedge ineffectiveness in the current or prior year.

P124

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

15. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)


(ii) Interest rate derivatives
Appliances business
The Appliances business has loans totalling 6million and THB800million that form part of the core borrowings rather
than operational floats. The Group Treasury Policy states between 30 and 70 percent of these loans should be fixed
via interest rate derivatives to protect the Group from exposure to fluctuations in interest rates. Accordingly, the
Group has entered into interest rate swap and cap contracts under which it is obliged to receive interest at variable
rates and to pay interest at fixed rates.
The interest rate contracts in place at the time of the debt restructuring in March 2009 were deemed to be ineffective and are fair valued through profit or loss. Interest rate contracts entered into subsequent to the restructuring
are deemed effective and fair valued through the cash flow hedge reserve.
The Appliances business has interest rate swaps with a notional value of USD 24million; there is no USD loan outstanding as at 31 March 2012. There are swaps and caps currently in place to cover approximately 208% (2011 78%)
of the Euro loan principal amount. The swap cover on the US dollar and Euro loans are outside policy limits (with
Board consent), due to the reduction of foreign currency denominated loans as total debt levels have fallen.
There is an interest rate swap with a notional value of NZD $5 million that hedges NZD floating rate risk. The remaining floating rate risk is offset by a floating rate receivable from the Finance business. There are Caps in place to
cover approximately 35% of the Thai Baht loan principal outstanding (2011 44% coverage with interest rate swaps).
The fixed interest rates average 4.25% for the Euro loan (2011 4.25%) and 3.52% for NZD loan. On the THB debt
Caps have been bought that protect at an average rate of 4.75%. The variable rates are set at the LIBOR 90 day
settlement rates for the Euro loans and NZD BBR Bid for NZD, and THBFIX 180 day for THB, at balance date were
0.89% (2011 1.18%) for the Euro and 2.80% (2011 2.70%) for the NZD. For the THB the rate of 3.08% was under the
Cap rate (2011 1.88%).
The contracts require settlement of net interest receivable or payable each 90/180 days as appropriate. The contracts
are settled on a net basis.
Finance business
The Finance business only applies fair value hedge accounting for hedging fixed interest on its bulk Finance receivables and uses fair value hedges to protect against movements in the fair value of its fixed rate receivables due to
movements in market interest rates. Changes in the fair value of derivative financial instruments that are designated
and qualify as fair value hedges are recorded in the statement of comprehensive income (within Finance business
fair value adjustments in Other Income refer Note 7), together with any changes in the fair value of the hedged
item that are attributable to the hedged risk.
The Finance business has designated certain interest rate swaps as hedging instruments against loans and advances
made to Smithcorp Finance Limited (bulk Finance receivables). The notional principal outstanding at 31 March 2012
for these interest rate swaps was $73.3 million (2011 $74.0 million).
The fair value movement on the hedging instrument (interest rate swaps) for the year ended 31 March 2012 was
a gain of $242,000 (2011 loss of $201,000). The fair value movement on the hedged item (attributable risk of bulk
Finance receivables) for the year ended 31 March 2012 was a loss of $242,000 (2011 gain of 201,000).
The Finance business only applies cash flow hedge accounting for hedging the variability in cash flows arising from
the rollover of its bank loans and uses cash flow hedges to protect against variability in future cash flows due to
movements in market interest rates. Changes in the fair value of derivative financial instruments that are designated
and qualify as cash flow hedges are recorded in equity (Interest rate hedge reserve).

NOTES TO THE FINANCIAL STATEMENTS

The Finance business has designated a portion of certain interest rate swaps as hedging instruments against the variability in the cash outflows arising on the rollover of bank loans after 1 April 2010. The notional principal outstanding
at 31 March 2012 for these interest rate swaps was $117 million (2011 $99 million).
The fair value movement on the hedging instrument for the year ended 31 March 2012 recognised in equity was a
loss of $70,000 (2011 $1.26 million). For the year ended 31 March 2012 there was no ineffectiveness recognised in
the Income Statement arising from these cash flow hedges.
The Finance business uses interest rate swaps to economically hedge a portion of its asset/liability gap. The notional principal outstanding at 31 March 2012 for these interest rate swaps was $102.0 million (2011 $104.0 million).
Refer also to Financial risk management Finance business Note 5(d) & (e) for further details on Finance business
derivatives.
(b) Credit risk exposures
Credit risk arises from the potential failure of counterparties to meet their obligations under the respective contracts
at maturity. At balance date $2.4 million is receivable (New Zealand dollar equivalents) for the Appliances business
from forward foreign exchange contracts (2011 $2.7 million).
The Appliances business undertakes 100% of its transactions in foreign exchange, interest rate and commodity price
contracts with financial institutions. Management spreads this risk across several counterparties, all of which are
required to hold a minimum Standard & Poors longterm credit rating of BBB+. Credit risk control limits are then
applied to Board approved counterparties dependent on the rating.
The Finance business enters into interest rate derivatives with Board approved financial institutions. All approved
counterparties have a minimum Standard & Poors longterm credit rating of AA and the Finance business does
not require collateral or other security to support these financial instruments. At balance date $52,000 (2011 $1,000)
is receivable in respect of these financial instruments.
(c) Interest rate risk exposures
For an analysis of the sensitivity of derivatives to interest rate risk refer to Notes 4 and 5.

P125

P126

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

16. PROPERTY, PLANT & EQUIPMENT


Freehold

Freehold

Leasehold

Plant &

Fixtures

Motor

Capital

land

buildings

improve-

equipment

& fittings

vehicles

Workin

$000

$000

$000

$000

$000

$000

ments

Total

Progress

$000

$000

1 April 2010
Cost
Accumulated depreciation & impairment
Net book amount

19,215

61,387

6,317

529,132

11,131

1,984

4,743

633,909

(4,650)

(3,934)

(398,065)

(6,960)

(1,926)

(415,535)

19,215

56,737

2,383

131,067

4,171

58

4,743

218,374
218,374

Year ended 31 March 2011


Opening net book amount

19,215

56,737

2,383

131,067

4,171

58

4,743

Additions

42

1,660

13,011

633

72

3,906

19,324

Disposals

(19)

(5,185)

(102)

(1)

--

(5,307)

Reclassification*

(2,738)

2,738

Depreciation charge

(997)

(933)

(21,305)

(952)

(47)

(24,234)

Exchange differences

(343)

(1,174)

(56)

(4,241)

56

(1)

(243)

(6,002)

Closing net book amount

18,872

51,870

3,035

116,085

3,806

81

8,406

202,155

31 March 2011
Cost
Accumulated depreciation & impairment
Net book amount

18,872

57,490

7,437

511,501

11,552

1,953

8,406

617,211

(5,620)

(4,402)

(395,416)

(7,746)

(1,872)

(415,056)

18,872

51,870

3,035

116,085

3,806

81

8,406

202,155

* Assets incorrectly classified as Buildings in prior periods were reclassified in the current period to Plant & equipment.
Depreciation rates were unaffected and remain valid for these assets, which are infrastructure related items located in Thailand.

NOTES TO THE FINANCIAL STATEMENTS

P127

Freehold

Freehold

Leasehold

Plant &

Fixtures

Motor

Capital

land

buildings

improve-

equipment

& fittings

vehicles

Workin

$000

$000

$000

$000

$000

$000

ments

Total

Progress
$000

$000

Year ended 31 March 2012


18,872

51,870

3,035

116,085

3,806

81

8,406

202,155

Additions

75

145

25,514

462

15

13,618

39,829

Disposals

(2)

(129)

(13)

(144)

Depreciation charge

(1,049)

(704)

(19,739)

(959)

(26)

(22,477)

Exchange differences

(2,164)

(5,732)

(123)

(10,217)

(258)

(6)

(342)

(18,842)

Closing net book amount

16,708

45,162

2,353

111,514

3,038

64

21,682

200,521

Opening net book amount

31 March 2012
Cost
Accumulated depreciation & impairment
Net book amount

16,708

51,123

7,164

505,773

10,737

1,832

21,682

615,019

(5,961)

(4,811)

(394,259)

(7,699)

(1,768)

(414,498)

16,708

45,162

2,353

111,514

3,038

64

21,682

200,521

31 March

31 March

(a) Leased assets


Plant & equipment includes the following amounts where the Group is a lessee under a finance lease:

2012

2011

$000

$000

Cost

131

Accumulated depreciation

(54)

Net book amount

77

(b) Impairment charges


Total impairment charges for property, plant & equipment in the year ended 31 March 2012 were $nil (2011 $nil).
Refer also Note 17 for details of impairment charges relating to associated intangible assets.

P128

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

17. INTANGIBLE ASSETS


Develop-

Goodwill

ment

Patents &

Computer

trademarks

software

Brands

$000

$000

$000

Licences

Total

Relation-

costs
$000

Customer
ships

$000

$000

$000

$000

1 April 2010
Cost

23,820

117,422

6,579

34,844

22,101

147,430

35,853

388,049

(13,589)

(56,438)

(3,457)

(24,183)

(58,407)

(13,744)

(169,818)

10,231

60,984

3,122

10,661

22,101

89,023

22,109

218,231

Opening net book amount

10,231

60,984

3,122

10,661

22,101

89,023

22,109

218,231

Additions

7,588

497

4,618

12,707

(157)

(157)

(3,228)

(614)

(2,836)

(6,555)

(3,426)

(16,659)

Accumulated amortisation & impairment


Net book amount
Year ended 31 March 2011

Subsidiary sold
Amortisation charge
Impairment charge

Exchange differences

(476)

(765)

36

(228)

(1,241)

(89)

(411)

(3,174)

Closing net book amount

14,115

60,219

2,884

12,215

20,860

82,383

18,272

210,948

31 March 2011
Cost
Accumulated amortisation & impairment
Net book amount

32,609

115,890

6,104

39,899

20,860

147,091

35,366

397,819

(18,494)

(55,671)

(3,220)

(27,684)

(64,708)

(17,094)

(186,871)

14,115

60,219

2,884

12,215

20,860

82,383

18,272

210,948

Develop-

Goodwill

Brands

Licences

Customer

Total

ment

Patents &

Computer

trademarks

software

Relation-

costs

ships

$000

$000

$000

$000

$000

$000

$000

$000

Opening net book amount

14,115

60,219

2,884

12,215

20,860

82,383

18,272

210,948

Additions

9,019

327

2,347

11,693

Disposals

(10)

(220)

(230)

(4,531)

(426)

(3,408)

(6,540)

(3,244)

(18,149)

(530)

(2,462)

(37)

11

(1,734)

(665)

(2,136)

(7,553)

18,073

57,757

2,738

10,945

19,126

75,178

12,892

196,709

Year ended 31 March 2012

Amortisation charge
Exchange differences
Closing net book amount
31 March 2012
Cost
Accumulated amortisation & impairment
Net book amount

40,326

106,461

6,165

41,131

19,126

143,978

30,940

388,127

(22,253)

(48,704)

(3,427)

(30,186)

(68,800)

(18,048)

(191,418)

18,073

57,757

2,738

10,945

19,126

75,178

12,892

196,709

NOTES TO THE FINANCIAL STATEMENTS

P129

(a) Goodwill
(i) Impairment tests for goodwill
Goodwill is allocated to the Groups cashgenerating units (CGUs) according to the operations expected to benefit
from the synergies of the business combination.
A summary of the goodwill allocation is shown below:

Sales &

Factory

Consumer

customer

operations

finance

Other

Total

services
2012

$000

$000

$000

$000

$000

Appliances New Zealand

7,427

7,427

Appliances North America

2,478

7,765

10,243

Appliances Australia

3,645

3,645

2,718

2,718

32,118

1,606

33,724

16,268

7,765

32,118

1,606

57,757

Sales &

Factory

Consumer

Other

Total

customer

operations

finance

$000

$000

$000

$000

$000

7,921

7,921

Appliances North America

2,833

8,467

11,300

Appliances Australia

4,167

4,167

Appliances Rest of World

3,107

3,107

32,118

1,606

33,724

18,028

8,467

32,118

1,606

60,219

Appliances Rest of World


Finance business

services
2011
Appliances New Zealand

Finance business

(ii) Key assumptions used for value in use calculations


The recoverable amount of a CGU is determined based on value in use calculations. These calculations use cash flow
projections based on financial budgets prepared by management and approved by the Board covering a five year
period. Cashflow projections are derived using past experience, expectations for the future and external sources of
financial and economic data where appropriate.
In arriving at the projected cashflows, management has made assumptions about sales revenue growth, key raw
material prices and foreign currency average exchange rates based on industry and economic indicators.
The following EBITDA (operating earnings before interest, taxation, depreciation & amortisation) growth rates
(Finance business uses NPBT or net profit before taxation) have been applied by management in the budgeted
cashflow projections:
__

EBITDA growth rate applied to sales & customer services goodwill: Nil

__

EBITDA growth rate applied to North America factory operations goodwill: between 11 - 27% (3 years based on
Management 5 year forecast including new products and refreshed United Range, 2% growth applied thereafter)

__

NPBT growth rate applied to Consumer Finance goodwill: 9.5% (on average; ranges from 4.8% 12.6%)

The terminal growth rates used to extrapolate cash flows beyond the budget period were:
__

North American factory operations goodwill: 2.0%

__

Sales & customer services goodwill: 2.0%

__

Consumer Finance goodwill: 2.1%

P130

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

17. INTANGIBLE ASSETS (CONTINUED)


The following pretax discount rates have been applied to the cash flow projections:
__

Goodwill allocated to North American factory operations: 11.88%

__

Goodwill allocated to sales & customer services: ranges between 10.9% and 11.2%

__

Goodwill allocated to Consumer Finance: 15.28%

(iii) Impact of possible changes in key assumptions


The recoverable amount of the North American factory operations CGU was $40.2 million, which exceeded the carrying amount by $12.6 million. If the EBITA was 70% of the forecast then the recoverable amount of the CGU would
approximately equal the carrying value.
Management does not consider any reasonably possible change in other key assumptions applied to other goodwill
balances would reduce the recoverable amounts below their carrying amounts.
(b) Brands
(i) Impairment tests for brands
Acquired brands are allocated to the Groups CGUs identified according to country of operation.

2012
Sales & customer services North America
Sales & customer services New Zealand

DCS

Elba

Total

$000

$000

$000

15,867

15,867

3,259

3,259

15,867

3,259

19,126

DCS

Elba

Total

2011

$000

$000

$000

Sales & customer services North America

17,135
-

3,725

3,725

17,135

3,725

20,860

Sales & customer services New Zealand

(ii) Key assumptions used for relieffromroyalty calculations


The recoverable amount for brands is determined based on relieffromroyalty calculations. These calculations use
cash flow projections based on financial budgets prepared by management and approved by the Board covering a
fiveyear period. Cashflow projections are derived using past experience, expectations for the future and external
sources of financial and economic data where appropriate.
In arriving at the projected cashflows, management has made assumptions about sales revenue growth and foreign
currency average exchange rates based on industry and economic indicators.
The following growth rates have been applied to brand sales revenue by management in the cash flow projections:
__

DCS: between 2 16% (3 years based on Management 5 year forecast including new products and refreshed

__

Elba: Nil

United Range, 2% growth applied thereafter)

The royalty rates used in the relieffromroyalty calculations were as follows:


__

DCS: 3.0%

__

Elba: 2.0%

The terminal growth rates used to extrapolate cash flows beyond the budget period were:
__

DCS: 2%

__

Elba: Nil

17,135

NOTES TO THE FINANCIAL STATEMENTS

The following pretax discount rates have been applied to the cash flow projections:
__

DCS: 11.88%

__

Elba: 12.62%

(iii) Impact of possible changes in key assumptions


DCS brand
The recoverable amount of the DCS brand at 31 March 2012 is estimated to be $28.1 million, which exceeds the
carrying amount by $12.2 million.
Detailed sales figures for the DCS brand are considered commercially sensitive and therefore are not disclosed.
Management have used budgeted sales revenues for 2012/13, and Management have performed a detailed 5 year
forecast, which has been used for 2013/14 - 2015/16 and results in a growth rate of up to 16%. Thereafter a growth
rate of 2% and a terminal growth rate of 2% have been used.
Management does not consider any reasonably possible change in other key assumptions would reduce the recoverable amount below the carrying amount.
Elba brand
The recoverable amount of the Elba brand at 31 March 2012 is estimated to be $4.7 million, which is $1.4 million above
the carrying amount. The recoverable amount is based on nil sales growth over the next 5 years and nil terminal growth.
Detailed sales figures for the Elba brand are considered commercially sensitive and therefore are not disclosed.
The recoverable amount is sensitive to changes in the assumed royalty rate. If the royalty rate decreased from 2.0%
to 1.4%, the recoverable amount is equal to the carrying amount.
Management does not consider any reasonably possible change in other key assumptions would reduce the recoverable amount below the carrying amount.
(d) Other material intangible assets
The Finance business has a license with a net book value of $70.4 million as at 31 March 2012 (2011 $76.5 million).
This is an exclusive license to provide financial services to the Farmers Trading Company for a period of 20 years.
The license has a remaining amortisation period of 11.6 years.
There were no indicators of impairment in the year ended 31 March 2012.

P131

P132

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

18. DEFERRED TAX ASSETS


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

The balance comprises temporary differences attributable to:


Receivables provisions

6,329

8,216

Employee benefits

6,012

5,633

40

228

Inventories

1,702

2,429

Warranty provisions

3,963

4,130

Property, plant & equipment

4,956

9,969

Intangibles (excl DCS brand)

(17,049)

(21,425)

814

2,841

DCS brand

3,907

4,230

305

2,005

2,813

4,260

Tax losses to carry forward*

36,368

30,605

Other temporary differences

4,663

2,964

108

54,783

55,857

148

228

55,857

76,206

228

127

800

(16)
101

Impairment of barter credits


Derivative financial instruments
USA energy tax credit*

Net deferred tax assets


Movements:
Opening balance at 1 April
Effect of a change in New Zealand tax rate to 28%
Credited/(charged) to the Income Statement (Note 9)
Credited /(charged) to equity
Prior period adjustment
Transfer from Deferred tax liabilities
Foreign exchange differences
Other movements
Closing balance at 31 March

3,898

8,313

(39)

(4,780)

(5,646)

(726)

(5,140)

(41)

6
-

(1)

(19,487)

(2,645)

2,406

3,180

(1,595)

10

54,783

55,857

148

228

Expected settlement
Within 12 months

15,830

17,167

59

204

In excess of 12 months

38,953

38,690

89

24

54,783

55,857

148

228

* The utilisation of these deferred tax assets is dependent on future taxable profits in excess of the profits arising from the reversal of existing taxable temporary differences and shareholder continuity being
maintained in accordance with New Zealand and USA tax legislation. The recognition of these deferred tax assets is evidenced by forecasts of taxable income arising in the next ten years.

NOTES TO THE FINANCIAL STATEMENTS

P133

19. CURRENT AND NON-CURRENT BORROWINGS


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

3,205

Noncurrent borrowings

83,605

121,557

Total current and noncurrent borrowings

86,810

121,557

Current borrowings

(a) Assets pledged as security


The Appliances business borrowings are secured through the Guaranteeing Group by a Security Trust Deed with
the Groups banking syndicate. The Guaranteeing Group comprises Fisher & Paykel Appliances Holdings Limited
and subsidiary companies except for the New Zealand Finance business entities. All borrowings are drawn down at
interest rates current at draw down date.
The Security Trust Deed, as amended and restated from time to time, limits any other security over the Guaranteeing
Groups assets and imposes the following financial covenants:
__

(i) Total Leverage ratio of the Guaranteeing Group each quarter < 3.0 times

__

(ii) Total Interest Cover ratio of the Guaranteeing Group each quarter > 3.0 times

__

(iii) FPAL Interest Cover Ratio of the Guaranteeing Group each quarter > 2 times. This covenant was removed
effective 26 March 2012

__

(iv) Total tangible assets of the Guaranteeing Group shall constitute no less than 95% of the total tangible assets
of the Consolidated Group, excluding the Finance business entities, for each quarter

__

(v) Total EBITDA of the Guaranteeing Group shall constitute no less than 95% of the EBITDA for the Consolidated Group, excluding the Finance business entities, for each quarter.

For the purposes of the financial covenants above:


Total Leverage Ratio is the ratio of Total Bank Debt to Normalised EBITDA.
Total Interest Cover means the ratio of Normalised EBITDA to Total Interest
FPAL Interest Cover Ratio is the ratio of FPAL Normalised EBITDA to Total Interest.
Total Interest means, interest and financing costs of the Guaranteeing Group for the last 12 months, less any interest
received on cash held at the bank (for the avoidance of doubt, interest received on loans to the Finance business
shall not reduce Total Interest).
"Normalised EBITDA means operating earnings before interest, tax, depreciation and amortisation for the last 12
months for the Guaranteeing Group, adjusted to exclude certain nonrecurring items. Normalised EBITDA includes
the Appliances business earnings plus any dividends or interest paid by the Finance business to its parent, AF Investments Limited, a subsidiary of the ultimate parent Fisher & Paykel Appliances Holdings Limited.
FPAL Normalised EBITDA means operating earnings before interest, tax, depreciation and amortisation for the last
12 months for the Guaranteeing Group adjusted to exclude certain nonrecurring items and any dividends or interest
paid by the Finance business to its parent AF Investments Limited.
Total Bank Debt means Guaranteeing Group indebtedness to the Groups banking syndicate less cash deposited with
the banking syndicate or other approved banks. As at 31 March 2012 Total Bank Debt was approximately $65.2 million.
The current debt facilities expire on 30 September 2014, except for repayments under a $27 million Amortising Facility which funds capital expenditure associated with the recently announced motor supply contracts. The Amortising
facility is subject to the following minimum repayments:

P134

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

19. CURRENT AND NON-CURRENT BORROWINGS (CONTINUED)


Repayment date

Repayment amount

$000s

30 September 2012

$1,470

31 March 2013

$2,000

30 September 2013

$3,610

31 March 2014

$3,610

Further repayments are required under the Amortising Facility to the extent of 50% of Free Cash Flow attributable to
the new motor supply contracts. Free Cash Flow is defined as free cash flow attributable to the new motor supply
contracts less the repayments above for a 6 month period.
(b) Financing arrangements
The Appliances business had unrestricted access at balance date to the following lines of credit, except for $27 million
which can only be used to finance capital expenditure associated with motor supply contracts:

31 March

31 March

2012

2011

$000

$000

Total facilities
47,000

50,000

202,000

183,649

249,000

233,649

Working capital
Borrowings

Used at balance date


-

9,221

86,810

121,557

86,810

130,778

Working capital*
Borrowings

Unused at balance date


Working capital

47,000

40,779

Borrowings

115,190

62,092

162,190

102,871

*The March 2011 amount of $9.2 million utilisation in the table above relates to Letters of Credit issued in favour of selected suppliers and balance of payment guarantees.

(c) Fair value


The carrying amounts of borrowings at 31 March 2012 were equal to their fair values (2011 equal).
(d) Risk exposures
The exposure of the Appliances business borrowings to interest rate changes and the contractual repricing dates
at balance date were as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Less than 12 months

3,205

One to two years


Two to three years

7,220

121,557

76,385

86,810

121,557

The borrowings were aged in accordance with the facilitys terms.

NOTES TO THE FINANCIAL STATEMENTS

P135

The carrying amounts of the Appliances business borrowings were denominated in the following currencies:

CONSOLIDATED

New Zealand dollars


US dollars
Euros
Thai baht

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

45,387

45,740

11,203

9,777

29,801

31,646

34,813

86,810

121,557

31 March

31 March

(e) Interest rate risk


For an analysis of the sensitivity of the Appliance business borrowings to interest rate risk refer to Note 4.

20. FINANCE BORROWINGS

2012

2011

$000

$000

Current secured
Bank loans

35,507

1,260

Debentures

90,261

118,991

194,097

134,805

Notes

73,861

319,865

328,917

Bank loans

210,000

223,577

Debentures

21,101

21,421

231,101

244,998

231,101

244,998

550,966

573,915

Committed liquidity facilities


Total current Finance borrowings
Non-current secured

Total non current interest bearing Finance borrowings


Total non current Finance borrowings
Total Finance borrowings

There were no unsecured Finance borrowings as at 31 March 2012 (2011 Nil).


(a) Assets pledged as security
(i) Bank loans and debentures
Bank loans and debentures are secured by a first ranking general security interest in favour of the Trustee over the
undertaking and assets of the Fisher & Paykel Finance Limited Charging Group. Bank overdrafts and bank borrowings
are secured by Security Stock issued under the terms of the Trust Deed. The Fisher & Paykel Finance Limited Charging
Group includes Fisher & Paykel Finance Limited and all of its subsidiaries except Consumer Insurance Services Limited.

P136

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

20. FINANCE BORROWINGS (CONTINUED)


The carrying amounts of Charging Group assets pledged as security for Charging Group bank loans and debentures are:

31 March

31 March

2012

2011

$000

$000

Current
Cash and cash equivalents
Finance receivables
Other assets
Total current assets pledged as security

56,290

46,761

219,096

223,200

8,895

9,187

284,281

279,148

Noncurrent
Property, plant & equipment

1,074

1,247

Intangible assets

9,295

10,056

176,221

171,132

Finance receivables

19

Total noncurrent assets pledged as security

186,609

182,436

Total assets pledged as security

470,890

461,584

31 March

31 March

Derivative financial instruments

(ii) Notes and Committed liquidity facilities


Notes issued and Committed liquidity facilities utilised under the securitisation programme are secured by a first ranking
general security interest over Finance receivables plus cash & cash equivalents in the special purpose entity RFS Trust
20061 (the Trust). The book value of these assets as at 31 March 2012 totalled $211.1 million (2011 $223.7 million).
The carrying amounts of assets pledged as security by the Trust for secured interest bearing liabilities were:

2012

2011

$000

$000

11,240

15,292

Finance receivables

199,904

208,359

Noncurrent liability

211,144

223,651

Cash & cash equivalents

(b) Bank loans


The bank loans are a combination of call and shortterm loans (with fixed interest rates for periods of approximately
90 days) and bear interest at a weighted average interest rate (excluding line fees, establishment fees and extension
fees) of 4.0% (2011 4.2%).
Fisher & Paykel Finance Limited has a $385 million ( refer note 20 (e)) syndicated banking facility with a maturity
profile as follows:
__

Tranche A ($20 million) matures 10 April 2015

__

Tranche B ($105 million) matures 10 October 2013

__

Tranche C ($105 million) matures 10 October 2012

__

Tranche D ($105 million) matures 10 April 2014

__

Tranche E ($50 million) matures 10 October 2012

The syndicated banking facility imposes a number of financial covenants with which the Charging Group must comply
and requires a formal compliance certificate to be provided to the facility agent and the lending banks on a monthly
basis. The financial covenants comprise:
__

a liquidity ratio

__

an interest cover ratio

NOTES TO THE FINANCIAL STATEMENTS

__

a minimum capitalisation covenant

__

a limit on lending concentration

__

two impaired asset tests, one relating to asset net writeoff levels and one relating to the level of greater than

__

a prior charges limit

three month impaired assets compared to total receivables

If a covenant breach occurs and depending on its nature, the Charging Group is generally able to remedy the breach
by procuring additional capital from its immediate parent (Fisher & Paykel Finance Holdings Limited) in the form
of equity or subordinated debt. Under the facility agreement, the Charging Group is only permitted one remedy in
any twelve month period.
The facility documentation also includes a Change in Market Conditions clause, which defines a Market Disruption Event as:
__

(i) Circumstances, such as adverse funding conditions or market liquidity constraints, which result in a lender
becoming unable to participate in an advance requested under the facility, or

__

(ii) Notification to the facility agent by a lender that its cost of obtaining matching deposits in the interbank
market would be in excess of the base rate for an advance

In the event of a market disruption event occurring, and depending on the exact circumstances, then the parties to
the agreement will enter into negotiations either to agree a substitute basis for maintaining advances, or to agree
the rate of interest applicable to further advances.
During the year ended 31 March 2012 and up to the date these financial statements were signed, no market disruption event occurred.
(c) Debentures
Debenture stock which is issued on the basis that it is repayable on demand, may be repaid by the Finance business at any time. Other debenture stock is issued on terms ranging from 3 months to 5 years and is repayable on
the maturity date. For the majority of debentures, interest is payable quarterly in arrears on the last day of March,
June, September and December. On other debentures, interest is paid on the last working day of each month. The
weighted average interest rate of the debenture stock (excluding brokerage and New Zealand Deposit Guarantee
fees) at 31 March 2012 was 7.4% (2011 7.0%).

P137

P138

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

20. FINANCE BORROWINGS (CONTINUED)


(d) Notes and Committed liquidity facilities
Each Note issued has a minimum subscription price of $500,000 and must be a multiple of $100,000. The term of
Notes cannot exceed 364 days or the maturity of the Committed liquidity facility, whichever is earlier. Notes are
normally issued on the basis that they bear no interest but are issued at a discount to their principal amount. The
weighted average interest rate of Notes at 31 March 2012 was 3.5% (2011 4.1%).
Liquidity support for the Notes is provided under a Committed liquidity facility. The committed liquidity facility
was undrawn as at 31 March 2012. The weighted average interest rate of the liquidity facility (excluding line fees,
establishment fees and extension fees) at 31 March 2011 was 4.0%.
(e) Financing arrangements
Unrestricted access was available at each balance date to the following lines of credit:

31 March

31 March

2012

2011

$000

$000

335,000

385,000

Credit standby arrangements


Total facilities
Bank loans
Bank overdrafts
Notes/Committed liquidity facilities

5,100

5,100

250,000

285,000

590,100

675,100

245,000

225,000

Used at balance date


Bank loans
Bank overdrafts
Notes/Committed liquidity facilities

193,325

207,626

438,325

432,626

90,000

160,000

Unused at balance date


Bank loans
Bank overdrafts
Notes/Committed liquidity facilities

The figures in the above tables for financing arrangements are principal amounts only.
The bank loan facilities were $385 million at 31 March 2012 and had maturity dates in October 2012 ($155 million),
October 2013 ($105 million) and April 2014 ($105 million) and April 2015 ($20 million). However, this has been
reported as $335 million due to the expectation that the Finance business will elect, post balance date, to reduce
surplus facilities by $50 million which are maturing in October 2012.
The committed liquidity facilities were $285 million as at 31 March 2012 and mature on 26 October 2012. However,
this has been reported as $250 million due to the expectation that the Finance business will elect, post balance date,
to reduce surplus facilities by $35 million. On 23 April 2012, the maturity date of the committed liquidity facility was
extended from 26 October 2012 to 29 April 2013.

5,100

5,100

56,675

77,374

151,775

242,474

NOTES TO THE FINANCIAL STATEMENTS

P139

(f) Fair value


The fair values of Finance business borrowings are:

31 MARCH 2012

31 MARCH 2011

Carrying

Carrying

Fair value

amount

Fair value

amount

$000

$000

$000

$000

Bank loans

245,507

245,531

224,837

224,870

Notes

194,097

194,112

134,805

134,861

73,861

73,883

111,362

111,937

140,412

141,320

550,966

551,580

573,915

574,934

Onbalance sheet

Committed liquidity facilities


Debentures

(i) Onbalance sheet


The fair value of Bank loans for the year ended 31 March 2012 was based on cash flows discounted using a borrowing rate of 3.9% (2011 4.0%).
The fair value of Notes is based on cash flows discounted using borrowing rates averaging 3.4% based on the maturity
date of those Notes (2011 averaging 3.7%).
The fair value of the Committed liquidity facility for 31 March 2011 was based on cash flows discounted using a
borrowing rate of 3.7%.
The fair values of Debentures are based on cash flows discounted using borrowing rates varying from 5.8% to 7.7%,
depending on the maturity date of those debentures (2011 5.0% to 7.8%).
(ii) Contingent liabilities
There were no interest bearing contingent liabilities as at 31 March 2012 (2011 Nil).
(g) Priority of claims
In the event the Finance business was liquidated or ceased trading, bank loans and debentures rank equally as to
the priority of claims over the assets of the Charging Group. The Notes and the liquidity facility are secured over the
Finance receivables and cash & cash equivalents held by the special purpose entity RFS Trust 20061.
(h) Interest rate risk
For an analysis of the sensitivity of Finance business borrowings to interest rate risk refer to Note 5.

P140

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

21 TRADE CREDITORS
CONSOLIDATED

Trade creditors

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

96,560

99,141

96,560

99,141

(a) Foreign currency risk


The carrying amounts of the Groups trade creditors are denominated in the following currencies

CONSOLIDATED

New Zealand dollars


Australian dollars

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

10,656

17,001

5,642

8,569

United States dollars

27,703

21,423

Euros

26,154

31,118

Thai baht

25,385

19,737

58

622

851

554

111

117

96,560

99,141

Canadian dollars
British pounds
Other

For an analysis of the sensitivity of trade creditors to foreign currency risk refer to Note 4.

NOTES TO THE FINANCIAL STATEMENTS

P141

22. PROVISIONS
CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000
-

Current
Employee benefits
Warranty
Redundancy

76

76

14,577

17,028

284

4,866

Onerous contracts

699

544

Other

267

409

20,485

18,341

Product support

Total current provisions


Noncurrent
Employee benefits

8,987

8,166

Warranty

3,694

4,751

Onerous contracts

2,302

776

592

502

15,575

14,195

36,060

32,536

Other provisions
Total noncurrent provisions
Total provisions

(a) Employee benefits


Current
In certain jurisdictions, the Group is required to accrue for accumulating shortterm benefits such as sick leave.
Noncurrent
Provision is made for both vested and unvested long service leave accruing to employees. Vested long service leave
is calculated on unused entitlements according to Group policy and unvested long service leave is calculated on an
actuarial basis taking into account future entitlements under Group policy. Key assumptions in the actuarial model
include:
__

Discount rate: 4.09% (2011 5.71%)

__

Exit rate: Variable (2011 Variable)

__

Promotion rate: 0.50% (2011 0.50%)

__

Wage/salary inflation rate: 3.00% (2011 3.50%)

The method for calculating the exit rate assumed in the actuarial model uses exit rate patterns which vary according
to length of service and a mix of exponential decay formulae in addition to straightline assumptions and excludes
the extreme values in the historical data.
(b) Warranty
Provision is made for estimated warranty claims in respect of products sold which are still under warranty at balance date. The majority of these claims are expected to be settled within the next 24 months but this may extend
to 10 years for washing machine motor components. Management estimates the present value of the provision
based on historical warranty claim information and any recent trends that may suggest future claims could differ
from historical amounts.
The warranty provision has been discounted using an interest rate of 3.61% (2011 4.25%).
(c) Product support
Provision is made for costs to support older products sold in previous years which are outside warranty periods.
The provision recognised is based on estimated costs to address product issues.

P142

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

22. PROVISIONS (CONTINUED)


(d) Onerous contracts
In the year ended 31 March 2012, additional provision was made for the estimated unavoidable costs associated with
a warehouse lease in Chicago, USA. This is expected to be paid out in the years ending 31 March 2013 through 2016.
(e) Other
Other noncurrent provisions as at 31 March 2012 includes a $0.5 million (2011 $0.4 million) dilapidations provision
associated with the onerous warehouse lease adjustment referred to in (d) above.
(f) Movements in provisions
Movements in each class of provision during the financial year are set out below:

Employee

Warranty Redundancy

benefits
$000

Product

Onerous

Other

support

contracts

provisions
$000

Total

$000

$000

$000

$000

$000

284

1,320

911

32,536

(88)

(38)

(1,476)

2012
Carrying amount at start of year

8,242

21,779

Exchange rate variance on opening balance

(150)

(1,200)

Additional provision recognised

2,046

19,808

4,866

2,585

10

29,315

Utilised during the year

(997)

(22,147)

(284)

(774)

(17)

(24,219)

(78)

31

(42)

(7)

(96)

9,063

18,271

4,866

3,001

859

36,060

Warranty Redundancy

Product

Onerous

Other

Total

support

contracts

provisions

Change in discounted amount arising from passage of time


and effect of any change in the discount rate
Carrying amount at end of year

Employee
benefits
$000

$000

$000

$000

$000

$000

$000
34,331

2011
Carrying amount at start of year

8,440

23,703

1,410

350

428

Exchange rate variance on opening balance

119

381

40

550

Additional provision recognised

861

19,802

461

1,279

484

22,887

Utilised during the year

(917)

(22,076)

(1,627)

(317)

(3)

(24,940)

Change in discounted amount arising from passage of time

(261)

(31)

(292)

8,242

21,779

284

1,320

911

32,536

and effect of any change in the discount rate


Carrying amount at end of year

NOTES TO THE FINANCIAL STATEMENTS

P143

23. OTHER LIABILITIES


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000
280

Employee entitlements

24,051

25,119

144

Other creditors

37,924

48,092

246

217

384

323

384

323

62,359

73,534

774

820

Directors retirement allowances

Employee entitlements include a statutory termination indemnity obligation (TFR) for employees of the Groups
Italian operating subsidiary refer Note 30(2). Also included within employee entitlement are liabilities for employee
leave entitlements, wage & salary withholdings and wages & salaries payable.

24. DEFERRED TAX LIABILITIES


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

The balance comprises temporary differences attributable to:


(1,259)

(876)

Property, plant & equipment

4,925

5,629

Intangible assets

2,940

4,008

(1,028)

(1,203)

(43)

(532)

75

(155)

5,610

6,871

6,871

27,730

80

(371)

(19,487)

329

(426)

Foreign exchange differences

(864)

(129)

Other movements

(807)

(446)

Closing balance at 31 March

5,610

6,871

Provisions

Tax credits
Derivative financial instruments
Other temporary differences
Net deferred tax liabilities
Movements:
Opening balance at 1 April
Charged/(credited) to the Income Statement (Note 9)
Transfer to Deferred tax assets
Prior period adjustment

Expected settlement
Within 12 months

(295)

(109)

in excess of 12 months

5,905

6,980

5,610

6,871

P144

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

25. OTHER NONCURRENT LIABILITIES


CONSOLIDATED

Accrued rent expense


Retirement benefit obligation

PARENT

31 March

31 March

31 March

2012

2011

2012

2011

$000

$000

$000

$000

2,436

1,919

526

345

61

61

2,962

2,325

61

Directors retirement allowances

31 March

(a) Accrued rent expense


In certain jurisdictions where the Group operates, operating lease agreements for land & buildings contain periodic
fixed rental increases. The associated lease payments are recognised on a straightline basis resulting in an accrued
rent expense.
(b) Retirement benefit obligation
Further details of the Groups retirement benefit obligation are provided at Note 30.

26. CONTRIBUTED EQUITY


(a) Movements in ordinary share capital:

Opening balance of ordinary shares authorised and issued


Issue of ordinary shares during the year
Closing balance of ordinary shares issued

31 March

31 March

31 March

2012

2011

2012

2011

Shares

Shares

$000

$000

724,235,162

724,235,162

841,869

841,869

724,235,162

724,235,162

841,869

841,869

(b) Ordinary shares


All shares issued are fully paid and have no par value. All ordinary shares rank equally with one vote attached to
each fully paid ordinary share.
(c) Capital risk management Appliances business & Parent
The Companys objective when managing capital is to safeguard its ability to continue as a going concern, so that
it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital after taking into consideration the cyclical nature of the industry.
In order to maintain or adjust the capital structure, the Companys options include adjusting the amount of dividends
paid to shareholders, returning capital to shareholders, issuing new shares or selling assets to reduce debt.
The Appliances business manages capital risk by ensuring there is an adequate amount of headroom above the
minimum requirements of the banking covenants. The principal indicator used is the Total Leverage Ratio, which is
calculated as Net Debt divided by Normalised operating earnings before Interest, Tax, Depreciation and Amortisation
of the Guaranteeing Group (refer Note 19). Net Debt is calculated as total borrowings less cash & cash equivalents
(excluding the Finance business).
The capital risk management policy for the Appliances business is to maintain the Total Leverage Ratio below 2.5 times
compared to the current maximum permitted level under the Guaranteeing Groups banking facilities of 3.0 times.

31 March

NOTES TO THE FINANCIAL STATEMENTS

(d) Capital risk management Finance business


The Finance business objective when managing capital is to safeguard its ability to continue as a going concern,
so that it can continue to provide returns to its shareholder and to maintain a strong capital base to support the
development of its business.
Fisher & Paykel Finance Limited
The level and mix of capital in Fisher & Paykel Finance Limited (the Charging Group) is determined by the Finance
business Board taking into account the requirements of the Debenture Trust Deed (under which the Charging Group
issues debentures) and financial covenants contained in the syndicated banking facility documentation.
The syndicated banking facility documentation contains a minimum capitalisation covenant, under which:
__

(i) the ratio of net tangible assets to total tangible assets must not be less than 12.0%.

The Charging Group has fully complied with this covenant during all periods reported.
During the reporting period the Charging Groups Debenture Trust Deed was amended to incorporate a new capital
adequacy covenant in compliance with the Part 5D of the Reserve Bank of New Zealand Act 1989 and the Deposit
Takers (Credit Ratings, Capital Ratios, and Related Party Exposures) Regulations 2010.
Under the terms of this covenant the Charging Groups minimum capital ratio should not be less than:
__

(a) 8%, for as long as Fisher & Paykel Finance Limited has a credit rating, or

__

(b) 10% at all other times

The Charging Group has complied with this minimum capital ratio covenant since it came into force on 1 December
2010. As at 31 March 2012, the capital ratio was 15.3%.
During the year ended 31 March 2012, Fisher & Paykel Finance Limited increased its share capital by $13.5 million
to $86.3 million.
Fisher & Paykel Financial Services Limited
Fisher & Paykel Financial Services Limited is the company that owns and operates the Famers Finance business,
which is funded under a master trust securitisation programme.
The securitisation programme requires a minimum level of credit enhancement that is provided by way of a subordinated loan from Fisher & Paykel Financial Services Limited. The minimum level of credit enhancement is the
greater of 7.5% (2011 7.5%) of receivables or the amount established by applying a dynamic credit enhancement
calculation. 31 March 2012 was 8.7%.
Fisher & Paykel Finance Holdings Limited
Whilst there are no minimum levels of capital required in Fisher & Paykel Finance Holdings Limited, capital is maintained at a level to ensure compliance with the Finance business capital management objectives outlined above.

P145

P146

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

27. EARNINGS PER SHARE

Basic and diluted earnings per share (cents)

31 March

31 March

2012

2011

2.5

4.6

31 March

31 March

(a) Reconciliations of earnings used in calculating earnings per share

2012

2011

$000

$000

18,431

33,545

31 March

31 March

Basic earnings per share


Profit attributable to the ordinary equity holders of the Company used in calculating basic and diluted earnings per share

(b) Weighted average number of shares used as the denominator

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share

2012

2011

Number

Number

724,235,162

724,235,162

724,235,162

724,235,162

Adjustments for calculation of diluted earnings per share


Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share

28. ACCUMULATED LOSSES AND RESERVES


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000
-

(a) Reserves
512

512

Foreign exchange cash flow hedge reserve

1,013

(11,350)

Sharebased payments reserve

1,970

1,970

1,970

1,970

(90,861)

(50,370)

(1,330)

(1,260)

(88,696)

(60,498)

1,970

1,970

Treasury stock

Foreign currency translation reserve


Interest rate cash flow hedge reserve

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Opening balance

512

512

Balance 31 March

512

512

Movements:
Treasury Stock

In the Parent Company financial statements, amounts showing as Treasury Stock in the Group financial statements
are recorded as share capital. This increases share capital in the Parent Company by $512,000 at balance date (2011
$512,000).

NOTES TO THE FINANCIAL STATEMENTS

P147

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

(11,350)

(3,213)

12,363

(8,137)

1,013

(11,350)

Movements:
Hedging reserve cash flow hedges
Opening balance
Recognised income & expense
Balance 31 March

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Movements:
Sharebased payments reserve
Opening balance

1,970

1,970

1,970

1,970

Balance 31 March

1,970

1,970

1,970

1,970

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Movements:
Foreign currency translation reserve
Opening balance

(50,370)

(40,018)

Translation differences arising during the year

(40,491)

(10,352)

Balance 31 March

(90,861)

(50,370)

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Movements:
Interest rate cash flow hedge reserve
Opening balance
Recognised income & expense
Balance 31 March

(1,260)

(70)

(1,260)

(1,330)

(1,260)

P148

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

28. ACCUMULATED LOSSES AND RESERVES (CONTINUED)


(b) Nature and purpose of reserves
(i) Treasury Stock
Treasury stock is used to recognise those shares held and controlled by Fisher & Paykel Appliances Employee Share
Purchase Trustee Limited.
(ii) Foreign exchange hedge reserve
The cash flow hedge reserve is used to record gains or losses on a hedging instrument in a forward foreign currency
cash flow hedge that are recognised directly in equity. Amounts are recognised in profit and loss when the associated hedged transaction affects profit and loss.
(iii) Sharebased payments reserve
The sharebased payments reserve is used to recognise the fair value of options granted but not exercised and
discounted employee share scheme entitlements.
(iv) Foreign currency translation reserve
Exchange differences arising on translation of foreign operations are taken to the foreign currency translation reserve.
When any net investment is disposed of, the related component of the reserve is recognised in profit and loss.
(v) Interest rate hedge reserve
The interest rate hedge reserve is used to record gains or losses on a hedging instrument in an interest rate hedge
that are recognised directly in equity. Amounts are recognised in profit and loss when the associated hedged transaction affects profit and loss.
When a forecast transaction is no longer expected to occur or becomes ineffective, the cumulative gain or loss that
was deferred in equity is immediately transferred to the Income Statement.
(c) Accumulated losses

CONSOLIDATED

Opening balance
Net profit for the year
Closing balance

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

(166,423)

(199,968)

(107,122)

(107,269)

18,431

33,545

54

147

(147,992)

(166,423)

(107,068)

(107,122)

29. IMPUTATION CREDITS


31 March

31 March

2012

2011

$000

$000

Balance at beginning of year

1,746

1,635

Tax payments, net of refunds

(1,009)

69

42

737

1,746

Direct Fisher & Paykel Appliances Holdings Limited Imputation Group

737

1,746

Balance at end of year

737

1,746

Other adjustments
Balance at end of year
Imputation credits are available to shareholders as follows:

NOTES TO THE FINANCIAL STATEMENTS

P149

30. DEFINED BENEFIT OBLIGATIONS


The Group has two defined benefit schemes, one in New Zealand and one in Italy. These are presented separately below.
(1) Superannuation Scheme New Zealand
All New Zealand employees of the Group are entitled to benefits from the Groups superannuation scheme on retirement, disability or death. Previously, the New Zealand scheme consisted of a defined benefit plan and a defined
contribution plan.
The defined benefit plan provided lump sum benefits based on years of service and final average salary and has
been closed to new members for several years. On 1 October 2006, all except 30 members transferred from the
defined benefit plan to a new defined contribution master trust plan. There are 14 members remaining in the plan
as at 31 March 2012.
The remaining obligation is largely in respect of certain defined benefit guarantees provided to members who
transferred from the defined benefit plan to the new defined contribution master trust plan and is fully provided
for as at 31 March 2012.
The defined contribution plan receives fixed contributions from Group companies and the Groups legal or constructive obligation is limited to these contributions.
The following tables set out details in respect of the defined benefit liabilities only.
(a) Statement of Financial Position amounts
The amounts recognised in the Statement of Financial Position are determined as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

830

767

(519)

(536)

Present value of unfunded obligations

311

231

Adjustment for ESCT*

153

114

Net liability in the Statement of Financial Position

464

345

Present value of the defined benefit obligation


Fair value of defined benefit plan assets

*ESCT Employer Superannuation Contribution Tax

(b) Categories of plan assets


The major categories of plan assets are as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

31 March

2012

2011

2012

2011

81

78

10

Debt instruments

10

Property

100

100

Cash
Equity instruments

P150

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

30. DEFINED BENEFIT OBLIGATIONS (CONTINUED)


(c) Reconciliations

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Reconciliation of the present value of the defined benefit obligation, which is partly funded:
767

662

Current service cost

33

27

Interest cost

26

24

264

250

(260)

(196)

830

767

Balance at the beginning of the year

Actuarial gains & losses


Benefits paid
Balance at the end of the year

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

536

371

27

22

(19)

(2)

Contributions by Group companies

83

180

Contributions by plan participants

152

161

(260)

(196)

519

536

Reconciliation of the fair value of plan assets:


Balance at the beginning of the year
Expected return on plan assets
Actuarial gains & losses

Benefits paid
Balance at the end of the year

(d) Amounts recognised in Income Statement


The amounts recognised in the Income Statement are as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000
-

Current service cost

33

27

Interest cost

26

24

Expected return on plan assets

(27)

(22)

Net actuarial losses (gains) recognised in year

283

252

Total included in employee benefits expense

315

281

12

23

Actual return on plan assets

NOTES TO THE FINANCIAL STATEMENTS

P151

(e) Principal actuarial assumptions


The principal actuarial assumptions used (expressed as weighted averages) were as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

31 March

2012

2011

2012

2011

Discount rate

2.94%

4.11%

-%

-%

Expected return on plan assets

5.00%

5.00%

-%

-%

Future salary increases

3.00%

4.00%

-%

-%

The expected rate of return on assets has been based on historical and future expectations of returns for each of the
major categories of asset classes as well as the expected and actual allocation of plan assets to these major categories.
(f) Historic summary

31 March

Defined benefit plan obligation


Plan assets

31 March

2012

2011

$000

$000

830

767

(519)

(536)

311

231

ESCT

153

114

Deficit

464

345

Experience adjustments arising on plan liabilities

264

250

Experience adjustments arising on plan assets

(19)

(2)

(2) Termination Indemnity (TFR) Italy


TFR is a mandatory severance pay plan for employees of Italian entities. A lump sum payment is provided in any
case of employment termination (e.g. dismissal, voluntary resignation, disability, death).
Every year, the employee accrues 6.91% of his/her salary. The accrual is fully employer sponsored. The amount accrued at the beginning of the year is revalued at the end of the year by an index stated as follows: 1.5% plus 75% of
the actual inflation rate. The revaluation is reduced net of an 11% tax rate.
Advance payments can be made for house purchase and medical expenses, subject to certain conditions.
Pursuant to legislation enacted on 1 January 2007, the future annual accrual for companies with over 50 employees
was transferred either to an external pension fund or to the State fund held by INPS (Instituto Nazionale Previdenza
Sociale) and meets the definition of a defined contribution plan. However, the TFR liability accrued prior to 1 January 2007 remains in the Statement of Financial Position of the Groups Italian operating subsidiary (Fisher & Paykel
Appliances Italy S.p.A.) and meets the definition of a defined benefit plan.

P152

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

30. DEFINED BENEFIT OBLIGATIONS (CONTINUED)


The following tables set out details in respect of the defined benefit liabilities:
(a) Statement of Financial Position amounts
The amounts recognised in the Statement of Financial Position are determined as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Present value of the defined benefit obligation

3,686

3,912

Net liability in the Statement of Financial Position

3,686

3,912

(b) Reconciliations

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Reconciliation of the present value of the defined benefit obligation, which is partly funded:
3,912

4,218

Interest cost

187

182

Actuarial gains & losses

397

(315)

Benefits paid

(306)

(105)

Foreign currency exchange rate changes

(504)

(68)

Balance at the end of the year

3,686

3,912

Balance at the beginning of the year

(c) Amounts recognised in Income Statement


The amounts recognised in the Income Statement are as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Interest cost

187

182

Total included in employee benefits expense

187

182

NOTES TO THE FINANCIAL STATEMENTS

P153

(d) Principal actuarial assumptions


The principal actuarial assumptions used (expressed as weighted averages) were as follows:

CONSOLIDATED

PARENT

31 March

31 March

31 March

31 March

2012

2011

2012

2011

Discount rate

4.00%

5.50%

-%

-%

Expected return on plan assets

2.00%

2.00%

-%

-%

Future salary increases

2.00%

2.00%

-%

-%

(e) Employer contributions


Employer contributions to the TFR defined benefit plan ceased on 31 December 2006.
(f) Historic summary

31 March

31 March

2012

2011

$000

$000

Defined benefit plan obligation

3,686

3,912

Deficit

3,686

3,912

P154

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

31. CONTINGENCIES
Periodically, the Group is party to litigation including product liability claims. To date, such claims have been settled
for relatively small amounts, which have either been expensed or covered by insurance.

32. COMMITMENTS
(a) Capital commitments
Capital expenditure contracted for at balance date but not recognised as liabilities is as follows:

CONSOLIDATED

Property, plant and equipment

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

5,153

4,719

5,153

4,719

The above balances have been committed in relation to future expenditure on capital projects. Amounts already
spent have been included as work in progress in the current year results.
(b) Lease commitments
(i) Operating leases
These relate mainly to building occupancy leases under noncancellable operating leases expiring within 15 years. The
leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Within one year

22,073

24,947

Between one and two years

18,969

22,962

Between two and three years

15,648

18,286

Between three and four years

12,336

15,197

Between four and five years

9,448

11,595

49,496

58,971

127,970

151,958

Commitments for minimum lease payments in relation to noncancellable operating leases are payable as follows:

Over five years

(ii) Finance leases


The Appliances business has no finance leases as at 31 March 2012 (2011 carrying value of plant & equipment under
finance lease of $0.1 million).
CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Within one year

17

Minimum lease payments

17

NOTES TO THE FINANCIAL STATEMENTS

P155

The weighted average interest rate implicit in the finance leases is N/A (2011 4.5%).
(c) Undrawn lending commitments (Finance business)
Undrawn lending commitments include unutilised Q Card, Farmers Finance Card and fixed instalment limits, which
can be unconditionally cancelled by the Finance business at any time.

CONSOLIDATED

Undrawn lending commitments

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

1,819,864

1,775,323

P156

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

33. INVESTMENTS IN SUBSIDIARIES


The Parent Companys investment in subsidiaries comprises shares at cost plus sharebased payments expensed by
the Finance business. The assets and liabilities attributed to Fisher & Paykel Appliances Holdings Limited are owned
by the following subsidiaries:

NAME OF ENTITY

COUNTRY OF INCORPORATION

PRINCIPAL ACTIVITY

EQUITY HOLDING
2012

2011

AF Investments Limited*

New Zealand

Nontrading holding company

100

100

Fisher & Paykel Appliances Employee Share Purchase

New Zealand

Employee share purchase scheme

100

100

Fisher & Paykel Appliances Limited*

New Zealand

Manufacture & distribution of appliances

100

100

Fisher & Paykel Production Machinery Limited*

New Zealand

Machinery manufacturer

100

100

New Zealand Export Corporation Limited*

New Zealand

Contract manufacture of appliances

100

100

Allied Industries Limited*

New Zealand

Nontrading holding company

100

100

Fisher & Paykel Australia Holdings Limited*

Australia

Nontrading holding company

100

100

Fisher & Paykel Australia Pty Limited*

Australia

Distribution of appliances

100

100

Fisher & Paykel Manufacturing Pty Limited*

Australia

Manufacture of appliances

100

100

Fisher & Paykel Customer Services Pty Limited*

Australia

Servicing of appliances

100

100

Fisher & Paykel Appliances (USA) Holdings Inc*

USA

Nontrading holding company

100

100

Fisher & Paykel Appliances Inc*

USA

Distribution of appliances

100

100

Trustee Limited
Appliances business

Dynamic Cooking Systems Inc*

USA

Manufacture of appliances

100

100

Fisher & Paykel Laundry Manufacturing Inc*

USA

Manufacture of appliances

100

100

Fisher & Paykel Appliances Canada Inc*

Canada

Distribution of appliances

100

100

Fisher & Paykel Appliances Mexico, S. de R.L. de C.V.*

Mexico

Contract manufacture of appliances

100

100

Fisher & Paykel Appliances Limited*


Fisher & Paykel Appliances Italy Holdings S.r.l.*

UK

Distribution of appliances

100

100

Italy

Nontrading holding company

100

100

Italy

Manufacture & distribution of appliances

100

100

Singapore

Distribution of appliances

100

100

Thailand

Manufacture of appliances

100

100

Fisher & Paykel Finance Holdings Limited

New Zealand

Nontrading holding company

100

100

Fisher & Paykel Finance Limited

New Zealand

Consumer & bulk finance

100

100
100

Fisher & Paykel Appliances Italy S.p.A.*


Fisher & Paykel (Singapore) Pte Limited*
Fisher & Paykel Appliances (Thailand) Co. Ltd*
Finance business

Fisher & Paykel Financial Services Limited

New Zealand

Securitisation services

100

Consumer Finance Limited

New Zealand

Consumer finance

100

100

Consumer Insurance Services Limited

New Zealand

Consumer insurance & extended warranty

100

100

Equipment Finance Limited

New Zealand

Commercial finance

100

100

Retail Financial Services Limited

New Zealand

Consumer finance

100

100

*Fisher & Paykel Appliances Holdings Limited together with the companies above marked with an asterisk are the companies in the Security Trust Deed (refer note 19).

All subsidiaries have a balance date of 31 March, except for Fisher & Paykel Appliances Mexico, S. de R.L. de C.V.,
which has a balance date of 31 December to comply with local regulations.
The activities of Retail Financial Services Limited are funded through a master trust securitisation structure established on 8 May 2006. This structure allows for the creation of multiple, separate, standalone trusts. The first trust
created under the master trust structure was the RFS Trust 20061 (the Trust). Fisher & Paykel Financial Services
Limited is the residual income and capital beneficiary of the Trust. The financial statements of the Trust have been
consolidated in the Groups financial statements.

NOTES TO THE FINANCIAL STATEMENTS

P157

Fisher & Paykel Appliances (Thailand) Co. Ltds immediate parent is Fisher & Paykel (Singapore) Pte Limited (486,198
ordinary shares). Thai law requires a minimum of three shareholders, therefore in accordance with normal practice,
two ordinary shares are also held individually by Company executives.

34. SHAREBASED PAYMENTS


(a) Executive Long Term Incentive Plan
The Board approved a new Long Term Incentive Plan (the Plan) for selected executive managers, effective 1 October
2011. The Plan is designed to secure the retention of key executives and is focused on achieving the objective of
long term shareholder wealth creation.
Under the Plan, phantom options are granted to participants from time to time. The phantom options are not securities issued by the Company and should a phantom option become exercisable, it will be settled in cash.
The phantom options become exercisable three years after the grant date provided Total Shareholder Returns per
annum for Fisher & Paykel Appliances Holdings Limited are equal to or greater than a compound annual posttax
rate of 13.8% for the preceding three year period. The Total Shareholder Return of 13.8% per annum includes a 1
percentage point stretch component above the Companys assessed cost of equity.
Phantom options remain exercisable for a period of two years from the date that they become exercisable.
The maximum amount payable to a participant on the exercise of phantom options shall not exceed an amount equal
to five times the aggregate grant value of those phantom options.
The phantom options will lapse if a participate ceases to be an employee of the Company. However should that occur
by reason of injury, ill health, permanent disability, death or redundancy the Board may at its discretion determine
that the phantom options will not lapse.
Set out below is a summary of phantom options granted under the Plan:

31 MARCH 2012
Expiry date

Balance

Granted

Vested

Lapsed

at start

during

during

/forfeited

Balance
at end

of the year

the year

the year

during

of the year

Number

Number

Number

Number

Number

10,473,192

10,473,192

the year
GRANT DATE
01/10/11

30/09/16

The assessed fair value of the Plan was $848,000 as at grant date and $865,000 as at 31 March 2012. The fair value
was derived using a 250period binomial options pricing model and the following inputs:
__

(a) Grant date: 1 October 2011

__

(b) Issue price : $0.463 (based on the volume weighted average share price over the 20 days immediately
preceding the grant date)

__

(c) Share price on grant date: $0.45

__

(d) The Phantom options were granted for no consideration

__

(e) Exercisable date: 30 September 2014

__

(f) Lapse date: 30 September 2016

__

(g) Assumed cost of equity: 12.8%

__

(h) Assumed stretched cost of equity:13.8%

__

(i) Volatility: 31.9% annualised

__

(j) Expected dividends: market consensus

__

(k) Riskfree interest rate: 3.57% continuous compounding

P158

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

34. SHAREBASED PAYMENTS (CONTINUED)


(b) Executive Long Term Performance Incentive
The Board has an executive longterm performance incentive scheme (the Scheme) for selected senior managers
to link their remuneration with shareholder returns and encourage those employees to hold and retain shares in the
Company. Payment of any benefit is dependent on remaining employed during the vesting period and also on the
Groups total shareholder return exceeding the 75th percentile of the total shareholder return (including imputation
credits) of a comparative group of companies over a three year vesting period.
Entitlements are granted under the Scheme for no consideration. At the end of the vesting period, the Group will pay
a cash bonus to the participating employees equivalent to half their allocated entitlement, which should be used to
buy shares in the Company onmarket (subject to Insider Trading rules) unless the employees personal shareholding
(calculated at current market values) is greater than 50% of their annual fixed remuneration. To the extent performance
targets have been met, up to half of the allocated entitlement will also be paid as a cash bonus to the participating
employee and this should be used to buy shares onmarket (subject to Insider Trading rules) unless the employees
personal shareholding (calculated at current market values) is greater than 50% of their annual fixed remuneration.
If employment ceases prior to the vesting date due to death, serious illness, accident, permanent disablement or redundancy, the Board will make a pro rata payment or other such payment as may be determined at their sole discretion.
Set out below is a summary of movements in the number of shares attached to cash benefits granted under the Scheme:

31 MARCH 2012
Grant Date

01/10/08

Expiry date

30/09/11

Balance

Granted

Vested

Lapsed

Balance

at start of

during the

during the

/forfeited

at end of

the year

year

year

during the

the year

Number

Number

Number

Number

Number

635,000

(605,000)

(30,000)

Balance

Granted

Exercised

Lapsed

Balance

at start of

during the

during

/forfeited

at end of

the year

year

the year

during the

the year

Number

Number

Number

Number

Number

720,000

(40,000)

(45,000)

635,000

319,000

(319,000)

1,039,000

(359,000)

(45,000)

635,000

31 MARCH 2011
Grant Date

Total

Expiry date

01/10/08

30/09/11

01/07/07

30/06/10

Entitlements associated with the Scheme implemented effective 1 October 2008 matured on 30 September 2011 resulting
in a cash payment of approximately $226,000 for the retention component and $Nil for the performance component.
(c) Employee Share Scheme
No employee share offers were in operation during the years ended 31 March 2012 or 2011.
As at 31 March 2012 203,316 shares (2011 203,316) were held by the Trustee, being 0.03% (2011 0.03%) of the Groups
issued and paid up capital. No shares are allocated to employees (2011 Nil) as there is no current offer under the
Scheme. All shares are allocated to employees at the time of issue, on the condition that should they leave the
Company before the qualifying period ends, their shares will be repurchased by the Trustees at the lesser of market
price and the price at which the shares were originally allocated to the employee, subject to the repayment of the
original loan. Any such repurchased shares are held by the Trustees for allocation to future issues under the Scheme.

NOTES TO THE FINANCIAL STATEMENTS

P159

(d) Expenses arising from sharebased payment transactions


Total expenses arising from sharebased payment transactions recognised during the period as part of employee
benefit expense were as follows:

CONSOLIDATED

Expenses in relation to Executive LongTerm Incentive Plan


Expenses in relation to Executive LongTerm Performance Incentive

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

144

144

(250)

25

(280)

25

(106)

25

(136)

25

35. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH INFLOW


FROM OPERATING ACTIVITIES
CONSOLIDATED

Profit for the year after income tax

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

18,431

33,545

54

147

Add/(deduct) noncash items:


Depreciation of property, plant & equipment to recoverable amount

22,477

24,234

Amortisation of intangible assets

18,149

16,659

Impairment loss on property, plant & equipment

Impairment loss on intangible assets

Fair valuation adjustments


Loss/(gain) on sale of noncurrent assets
Finance business bad debts written off
Movement in accrued interest
Net (increase) in loans and advances to customers
Movement in provisions

1,241

500

76

(6,300)

12,782

20,983

275

(558)

(6,077)

(6,741)

3,427

(1,675)

Movement in tax

640

6,435

(82)

104

Movement in payables and accruals

408

(17,568)

(106)

(361)

Movement in debtors and other current assets

22,920

29,986

Movement in inventories

43,336

10,533

(647)

2,288

275

774

(136)

25

(136)

25

(1,022)

(1,699)

Fair value adjustment/reclassification to derivative financial instruments


Fair value adjustments to other financial assets
Noncash sharebased payments expense
Internal cash flow from financing activities
Foreign currency exchange translation

(26,872)

(6,959)

Net cash inflow / (outflow) from operating activities

110,705

106,161

(1,292)

(1,784)

P160

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

36. DISCLOSURE OF COMPONENTS OF OTHER COMPREHENSIVE INCOME


CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

(40,491)

(10,352)

(Gains) arising during the year

(2,211)

(27,519)

Reclassification adjustments for losses included in profit or loss

19,284

12,478

17,073

(15,041)

Income tax relating to components of other comprehensive income

(4,780)

5,644

(28,198)

(19,749)

Other comprehensive income:


Exchange differences on translating foreign operations
Cash flow hedges:

Other comprehensive income for the year

Exchange differences
The Appliances business has substantial foreign operations with assets and liabilities denominated in functional currencies other than the New Zealand dollar (NZD). The value of these investments, when translated to NZD, fluctuates
with exchange rate movements. Due to the appreciation of the NZD during the year ended 31 March 2012 (refer
Note 41) a $40.5 million adverse translation difference has arisen (2011 loss of $10.4 million).

37. DISCLOSURE OF TAX EFFECTS RELATING TO EACH COMPONENT


OF OTHER COMPREHENSIVE INCOME
Before tax

Tax

Netoftax

amount

(expense)/

amount

benefit
$000

$000

$000

(40,491)

(40,491)

17,073

(4,780)

12,293

(23,418)

(4,780)

(28,198)
(10,352)

Consolidated
31 March 2012
Exchange differences on translating foreign operations
Cash flow hedges
Other comprehensive income
31 March 2011
Exchange differences on translating foreign operations

(10,352)

Cash flow hedges

(15,041)

5,644

(9,397)

(25,393)

5,644

(19,749)

Other comprehensive income

38. GOVERNMENT GRANTS


The Appliances business has received funding for selected research & development activities from the Foundation
for Research, Science & Technology (FRST now merged into the Ministry of Science & Innovation), a Crown Agent
that invested in such activities on behalf of the New Zealand government. The detailed nature and extent of this
funding is commercially sensitive. FRST grant funding of $0.3 million was recognised in the financial statements for
the year ended 31 March 2012 (2011 $Nil).

NOTES TO THE FINANCIAL STATEMENTS

P161

39. RELATED PARTY TRANSACTIONS


(a) Key management personnel compensation
The key management personnel are the Directors of the Company, the Directors of the Finance business and the
Executive teams of both the Appliances and Finance businesses.
Compensation of key management personnel for the years ended 31 March 2012 and 31 March 2011 was as follows:

Shortterm

Post

Other

benefits employment

benefits

Termination Sharebased
benefits

payments

Total

benefits

longterm

$000

$000

$000

$000

$000

$000

2012

8,635

418

121

49

9,223

2011

7,372

330

57

(2)

7,757

Where there have been changes of key management personnel during the years ended 31 March 2012 and 31 March
2011, remuneration for these employees has been appropriately allocated on a prorata basis.
(b) Other transactions with key management personnel or entities related to them
Information on transactions with key management personnel or entities related to them, other than compensation,
are set out below.
(i) Other transactions and balances
Key management personnel invested cash in debenture stock issued by the Finance business during the period.
The debenture stock was acquired on the same terms & conditions that applied to other investors at the time the
investments were made.
During the year the company sold household appliances to key management personnel on the same terms and
conditions as available to all staff.
The Chairman of the Finance business board, Mr John Gilks, is a director and shareholder of Receivables Management
(NZ) Limited, a company which provides debt collection services to the Finance business. The services are provided
on normal commercial terms and conditions.
(c) Subsidiaries
Interests in subsidiaries are set out in Note 33.
(d) Parent Company
As at 31 March 2012, the Parent company had advanced funds to Group companies of $637.6 million (2011 $637.6
million). These intraGroup advances are interest free and repayable on demand.
(e) Transactions with related parties
Haier Group Corporation is a related party owing to its 20% shareholding in the Parent Company.

P162

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

39. RELATED PARTY TRANSACTIONS (CONTINUED)


The following transactions occurred with Haier Group Corporation (and its associated entities) during the years
ended 31 March 2012 and 2011:

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

Sales of goods

5,383

11,598

Sales of services

1,506

1,330

6,889

12,928

Sales of goods and services

CONSOLIDATED

PARENT

31 March

31 March

31 March

2012

2011

2012

31 March
2011

$000

$000

$000

$000

32,273

33,579

32,273

33,579

287

188

287

188

287

188

287

188

Purchases of goods
Purchases of goods

Other transactions
Directors fees and travel costs paid to subsidiaries of Haier Group Corporation

(f) Outstanding balances with related parties


The following balances are outstanding at balance date in relation to transactions with Haier Group Corporation:

CONSOLIDATED

PARENT

31 March 31 March

31 March 31 March

2012

2011

2012

2011

$000

$000

$000

$000

Current receivables (sales of goods and services)

3,751

1,432

Current receivables (other)

1,930

10,124

2,482

Current payables (purchases of goods and services)

Current Receivables (other) reflects the estimated costs of Product Support reported as part of Provisions (refer
Note 22) related to Haier manufactured product and which Haier Group Corporation has agreed to indemnify the
Company for. The indemnity shall not exceed actual costs.
No allowances for impairment have been raised in relation to any outstanding balances and no expense has been
recognised in respect of bad or doubtful debts due from Haier Group Corporation.
(g) Terms & conditions of related party transactions
All transactions were made on normal commercial terms & conditions and at market rates.
Outstanding balances are unsecured and are repayable in cash.

NOTES TO THE FINANCIAL STATEMENTS

P163

40. EVENTS OCCURRING AFTER THE STATEMENT OF FINANCIAL POSITION DATE


On 23 April 2012, the maturity date of the RFS Trust 2006-1 Committed liquidity facility in the Finance business was
extended from 26 October 2012 to 29 April 2013.

41. FOREIGN CURRENCY EXCHANGE RATES


31 March

31 March

2012

2011

Australian dollar

0.7879

0.7353

United States dollar

0.8193

0.7587

Euro

0.6137

0.5369

NZ$1.00 =

25.28

22.98

Mexican peso

10.4751

9.0597

British pound

0.5129

0.4715

Thai baht

COMPANY
INFORMATION

P166

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

FIVE YEAR TREND STATEMENT (UNAUDITED)


NZ$000 except where stated otherwise

2012

2011

2010

2009

2008

Total operating revenue

1,031,168

Net profit after taxation

18,431

1,110,342

1,157,029

1,359,531

1,399,709

33,545

(83,328)

(95,254)

54,212

26,300

30,040

17,950

33,780

65,545

Before movement in Finance business receivables

116,782

112,902

87,602

9,380

83,672

Movement in Finance business receivables

(6,077)

(6,741)

(49,978)

(23,096)

(63,650)

Group

Normalised net profit after taxation1


Cash flow from operations

110,705

106,161

37,624

(13,716)

20,022

1,453,686

1,558,414

1,652,199

1,996,354

1,830,224

Basic

2.5

4.6

(13.6)

(33.1)

19.1

Diluted

2.5

4.6

(13.6)

(33.1)

18.7

5.0

18.0

891,449

965,053

1,020,966

1,222,613

1,275,816

Total assets
Earnings per share (cents)

Dividends per share (cents)


Appliances business
Operating revenue
Operating profit before interest and taxation

7,347

28,801

(103,779)

(85,522)

68,432

Items affecting comparability

3,935

(5,126)

133,198

141,092

14,832

Normalised operating profit before interest and taxation

11,282

23,675

29,419

55,570

83,264

1.3%

2.5%

2.9%

4.5%

6.5%

664,136

751,522

858,059

1,232,237

1,051,612

139,719

145,289

136,063

136,918

123,893

37,814

34,722

28,904

21,086

26,143

(6,774)

745

Normalised operating margin2


Assets employed
Finance business
Operating revenue
Operating profit before interest and taxation3
Items affecting comparability
Normalised operating profit before interest and taxation
Finance receivables
1 Excludes items affecting comparability
2 Normalised operating profit to operating revenue
3 Includes operating interest

31,040

34,722

28,904

21,086

26,888

594,532

601,595

615,693

587,326

584,931

NOTES TO THE FINANCIAL STATEMENTS

P167

EMPLOYEE REMUNERATION
The Group operates in a number of countries where remuneration market levels differ widely. During the year, the
number of employees, not being Directors of Fisher & Paykel Appliances Holdings Limited, who received remuneration and the value of other benefits exceeding $100,000 was as follows:
REMUNERATION

NUMBER OF EMPLOYEES
2012

REMUNERATION

2011

Overseas New Zealand

NUMBER OF EMPLOYEES
2012

Overseas New Zealand

2011

Overseas New Zealand

Overseas New Zealand

100001-110000

15

61

33

38

340001-350000

110001-120000

24

27

26

26

350001-360000

120001-130000

23

25

31

16

360001-370000

130001-140000

22

18

12

11

380001-390000

140001-150000

13

15

11

390001-400000

150001-160000

15

12

400001-410000

160001-170000

410001-420000

170001-180000

15

420001-430000

180001-190000

440001-450000

190001-200000

450001-460000

200001-210000

460001-470000

210001-220000

470001-480000

220001-230000

480001-490000

230001-240000

500001-510000

240001-250000

510001-520000

250001-260000

520001-530000

260001-270000

550001-560000

270001-280000

570001-580000

280001-290000

590001-600000

290001-300000

600001-610000

300001-310000

660001-670000

310001-320000

730001-740000

320001-330000

790001-800000

330001-340000

P168

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

SHAREHOLDER INFORMATION
Size of Holdings

Number of

Number of

Holders

Ordinary
Shares

1 999

1,755

12.97

858,462

0.12

1,000-4,999

5,432

40.16

13,749,680

1.90

5,000-9,999

2,412

17.83

16,446,487

2.27

10,000-99,999

3,613

26.71

86,848,691

11.99

315

2.33

606,331,842

83.72

13,527

100.0

724,235,162

100.00

Over 100,000
Total

2,347 shareholders held less than a marketable parcel of shares as per the ASX Listing Rules 4.10.8.
The details set out above were as at 21 May 2012.
Substantial Security Holders
Pursuant to Section 35F of the Securities Markets Act 1988, the substantial security holders as at 21 May 2012 were
as follows:

Holder

Ordinary
Shares

Haier (Singapore) Management Holding Co. Pte Ltd (notice dated 6 July 2009)

144,847,032

Orbis Investment Management (Australia) Pty Ltd (notice dated 29 November 2011)

125,794,772

Accident Compensation Corporation Limited (notice dated 26 August 2011) [1] [2]

54,407,522

AMP Capital Investors (New Zealand) Limited (notice dated 20 March 2012)

37,458,541

[1] Including Nicholas Bangnall, an employee and portfolio manager of Accident Compensation Corporation Limited (notice dated 29 August 2011) 54,208,842 ordinary shares
[2] Including Blair Cooper, an employee and portfolio manager of Accident Compensation Corporation Limited (notice dated 29 August 2011) 54,239,166 ordinary shares

NOTES TO THE FINANCIAL STATEMENTS

P169

Principal Shareholders
The names and holdings of the twenty largest registered shareholders as at 21 May 2011 were:

Holder

Ordinary

Shares
New Zealand Central Securities Depository Limited

226,306,217

31.24

Haier (Singapore) Management Holding Co Pte Limited

144,847,032

19.99

JP Morgan Nominees Australia Limited

40,234,019

5.55

National Nominees Limited

36,845,152

5.08

Citicorp Nominees Pty Limited

29,711,117

4.10

HSBC Custody Nominees (Australia) Limited

22,772,588

3.14

Superlife Trustee Nominees Limited (SL NZ A/C)

6,403,305

0.88

Irene Margaret Fisher & Michael John Fisher & Pravir Atindra Tesiram & NZ Guardian Trust Company Limited

5,425,328

0.74

FNZ Custodians Limited

4,851,636

0.66

Gary Albert Paykel & Dorothy Mary Paykel & Keith Raymond Rushbrook

4,183,320

0.57

Citicorp Nominees Pty Limited [Colonial First State Inv A/c]

3,691,734

0.50

New Zealand Depository Nominee Limited

3,411,951

0.47

Michael Walter Daniel & Nigel Geoffrey Ledgard Burton & Michael Murray Benjamin

2,100,000

0.28

Investment Custodial Services Limited (A/C R)

2,089,001

0.28

John Julian Aubrey Williams & Shirley Anne Williams & William Lindsay Gillanders

2,035,464

0.28

Investment Custodial Services Limited [A/c C]

1,911,688

0.26

Forsyth Barr Custodians Limited

1,753,762

0.24

Robert Michael Lerner & John Keith Radley

1,597,424

0.22

Michael John Fisher & Gurshon Fisher & The New Zealand Guardian Trust Company Limited

1,439,776

0.19

Custodian Services Limited

1,347,466

0.18

P170

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

New Zealand Central Securities Depository Limited provides a custodial depository service to institutional shareholders and does not have a beneficial interest in these shares. Its major holders as at 21 May 2012 were:

Holder

Ordinary
Shares

Accident Compensation Corporation

59,020,843

Custody and Investment Nominees Limited

30,878,890

JP Morgan Chase Bank NA

22,817,120

Citibank Nominees (New Zealand) Limited

20,961,347

AMP Investments Strategic Equity Growth Fund

17,085,025

HSBC Nominees (New Zealand) Limited A/c State Street

15,564,771

New Zealand Superannuation Fund Nominees Limited

11,761,720

NZGT Nominees Limited - AIF Equity Fund

8,567,439

Tea Custodians Limited

7,375,140

National Nominees New Zealand Limited

7,153,756

Premier Nominees Ltd Onepath Wholesale Australasian Shr Fund

6,423,553

Cogent Nominees (NZ) Limited

6,265,279

HSBC Nominees (New Zealand) Limited

3,591,610

Public Trust O/A Permanent Nominees Limited Tower NZ Equity Trust

2,566,207

Newburg Nominees Limited

2,231,940

Cogent Nominees (NZ) Limited

1,443,791

NZGT Nominees Limited AMP Capital NZ Shares Index Fund

717,100

AMP Custodians Services Limited

510,866

Premier Nominees Ltd Onepath Wholesale NZ Share Fund

498,332

Onepath (NZ) Nominees Limited

490,198

Private Nominees Limited

259,910

NZGT Nominees Ltd

78,530

Mint Nominees Limited

42,850

A number of these registered shareholders hold shares as nominees on behalf of other parties.

NOTES TO THE FINANCIAL STATEMENTS

P171

Directors Shareholdings
Directors held interests in the following shares in the Company at 31 March 2012:

2012

2011

Ordinary

Ordinary

Shares

Shares

500,000

500,000

500,000 *

500,000

S B Broadhurst
Ordinary Shares
Beneficially Owned
J W Gilks (Retired 25 August 2011)
Ordinary Shares
Held by an Associated Person
P V Lough (Appointed 12 September 2011)
Ordinary Shares
22,936

Held by an Associated Person


P D Lucas (Retired 31 March 2012)
Ordinary Shares

200,000

200,000

4,183,320

4,183,320

Held by an Associated Person


G A Paykel
Ordinary Shares
Held by an Associated Person

* Holding as at date of retirement/resignation

Share Dealings by Directors


The Board has received no disclosures, in accordance with Section 148(2) of the Companies Act 1993, from Directors of acquisitions or dispositions of relevant interests in the Company between 31 March 2011 and 31 March 2012.
Subsidiary Company Directors
Section 211(2) of the Companies Act 1993 requires the Company to disclose, in relation to its subsidiaries, the total
remuneration and value of other benefits received by Directors and former Directors, and particulars of entries in
the interests registers, made during the year ended 31 March 2012.
The remuneration and other benefits of such employees (received as employees) totalling $100,000 or more during the
year ended 31 March 2012, are included in the relevant bandings for remuneration disclosed on page 167 of this report.
No employee of the Group appointed as a Director of the Companys subsidiaries receives or retains any remuneration or other benefits in their capacity as Director. Payments were made to persons who are not employees of the
Group for their directorships of subsidiary companies. John Gilks received $45,000 and Gary Paykel received $30,000
(of which $18,098 for Mr Gilks and $30,000 for Mr Paykel were included as part of their total remuneration as Directors of the Group outlined on page 59) and Carlos da Silva and Hugh Rennie, QC each received $53,268 for their
directorships in the Finance business companies. Boardroom Corporate & Advisory Services Pte Limited received
S$1,800 for providing a nominee director for the Companys wholly-owned subsidiary, Fisher & Paykel Singapore
Pte Limited, as required by Singaporean law.
The following persons respectively held office as Directors of the Companys subsidiaries at 31 March 2012:
AF Investments Limited
Stuart Broadhurst, Mark Richardson, Gary Paykel
Fisher & Paykel Appliances Limited
Stuart Broadhurst, Mark Richardson, Gary Paykel

P172

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

Fisher & Paykel Production Machinery Limited


Stuart Broadhurst, Mark Richardson, Gary Paykel
Allied Industries Limited
Stuart Broadhurst, Mark Richardson, Gary Paykel
Fisher & Paykel Appliances Employee Share Purchase Trustee Limited
Mark Richardson, Dale Farrar
New Zealand Export Corporation Limited
Stuart Broadhurst, Mark Richardson, Gary Paykel
Fisher & Paykel Australia Holdings Limited
Stuart Broadhurst, Mark Richardson, Michael Church, Timothy Kirkup, Roger Lonsdale-Cooper
Fisher & Paykel Finance Pty Limited
Stuart Broadhurst, Mark Richardson, Michael Church, Timothy Kirkup, Roger Lonsdale-Cooper
Fisher & Paykel Australia Pty Limited
Stuart Broadhurst, Mark Richardson, Michael Church, Timothy Kirkup, Roger Lonsdale-Cooper
Fisher & Paykel Manufacturing Pty Limited
Stuart Broadhurst, Mark Richardson, Michael Church, Timothy Kirkup, Roger Lonsdale-Cooper
Fisher & Paykel Customer Services Pty Limited
Stuart Broadhurst, Mark Richardson, Michael Church, Timothy Kirkup, Roger Lonsdale-Cooper
Fisher & Paykel Appliances Limited (UK)
Stuart Broadhurst, Mark Richardson, Craig Reid
Fisher & Paykel Appliances Italy Holdings S.r.l.
Stuart Broadhurst, Mark Richardson
Fisher & Paykel Appliances Italy S.p.A.
Stuart Broadhurst, Antonio Pilati
Fisher & Paykel (Singapore) Pte Limited
Stuart Broadhurst, Mark Richardson, Gary Paykel, Baey Cheng Song
Fisher & Paykel Appliances (Thailand) Co., Limited
Stuart Broadhurst, Mark Richardson, Gary Paykel, Roger Lonsdale-Cooper, Shaneel Prasad
Fisher & Paykel Appliances (USA) Holdings Inc
Stuart Broadhurst, Mark Richardson, Gary Paykel
Dynamic Cooking Systems Inc
Stuart Broadhurst, Mark Richardson, Gary Paykel
Fisher & Paykel Appliances Inc
Stuart Broadhurst, Mark Richardson, Gary Paykel
Fisher & Paykel Laundry Manufacturing, Inc
Stuart Broadhurst, Mark Richardson, Gary Paykel

NOTES TO THE FINANCIAL STATEMENTS

Fisher & Paykel Appliances Canada Inc


Stuart Broadhurst, Mark Richardson, Gary Paykel
Fisher & Paykel Appliances Mexico, S. de R.L. de C.V.
Stuart Broadhurst, Mark Richardson, Gary Paykel
Fisher & Paykel Finance Holdings Limited
Stuart Broadhurst, Gary Paykel, Alastair Macfarlane, John Gilks, Carlos da Silva and Hugh Rennie
Fisher & Paykel Finance Limited
Stuart Broadhurst, Gary Paykel, Alastair Macfarlane, John Gilks, Carlos da Silva and Hugh Rennie
Consumer Finance Limited
Stuart Broadhurst, Gary Paykel, Alastair Macfarlane, John Gilks, Carlos da Silva and Hugh Rennie
Consumer Insurance Services Limited
Stuart Broadhurst, Gary Paykel, Alastair Macfarlane, John Gilks, Carlos da Silva and Hugh Rennie
Equipment Finance Limited
Stuart Broadhurst, Gary Paykel, Alastair Macfarlane, John Gilks, Carlos da Silva and Hugh Rennie
Fisher & Paykel Financial Services Limited
Stuart Broadhurst, Gary Paykel, Alastair Macfarlane, John Gilks, Carlos da Silva and Hugh Rennie
Retail Financial Services Limited
Stuart Broadhurst, Gary Paykel, Alastair Macfarlane, John Gilks, Carlos da Silva and Hugh Rennie

P173

P174

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

GENERAL DISCLOSURE OF INTEREST BY DIRECTORS


SECTION 140(2) COMPANIES ACT 1993
The Directors and Alternate Directors of Fisher & Paykel Appliances Holdings Limited named below have made
a general disclosure of interest, that has not been disclosed elsewhere in this Annual Report, by a general notice
disclosed to the Board and entered in the Companys interests register. General notices of interest were given by
these directors during the financial year ended 31 March 2012:
S B Broadhurst
Director of: Saratal Limited
a Shareholder in: Fisher & Paykel Appliances Holdings Limited
Liang Haishan
an Executive Officer of: Haier Group
P V Lough
Chairman of: Methven Ltd
Quotable Value
Deputy Chairman of: Port Nelson Limited
a Director of: Livestock Improvement Corporation
indirectly a
Shareholder in: Fisher & Paykel Appliances Holdings limited
P D Lucas (retired 31 March 2012)
a Shareholder in: Fisher & Paykel Appliances Holdings Limited
L A C Marshall
Executive Director of: ABC Commercial Division, Australian Broadcasting Corporation
a Director of: Melbourne International Jazz Festival
G A Paykel
Chairman of: Fisher & Paykel Healthcare Corporation Limited
a Director of: ACG Capital (NZ) Limited
Atlantis Healthcare Limited
Endeavour Yachting Limited
Fisher & Paykel Healthcare Corporation Limited
Fisher & Paykel Healthcare Employee Share Purchase Trustee Limited
Howgate Holdings Limited
Keano Enterprises Limited
Lady Ruby Investments Limited
Levante Holdings Limited
New Zealand 93 Limited
Stonex Systems Limited
Team New Zealand Ltd
a Trustee of: Andsar Family Trust
Levante No. 2 Trust
Maurice Paykel Charitable Trust (Inc)
Maurice & Phyllis Paykel Trust (Inc)
Team New Zealand Trust
a Shareholder in: Fisher & Paykel Appliances Holdings Limited
W J Roest
an Executive Officer of: Fletcher Building Limited
a Director of: Fletcher Building Limited Subsidiaries and Associated Companies

NOTES TO THE FINANCIAL STATEMENTS

Housing Foundation Limited


New Zealand Housing Foundation
a Trustee of: Building Products Superannuation Fund Ltd
Crane Share Plan Pty Limited
Fletcher Building Nominees Limited
G E Crane Superannuation No 2 Pty Ltd
G E Crane Superannuation Pty Ltd
Penrose Retirement Nominees Limited
Rocla Group Superannuation Fund Pty Limited
Tan Lixia
an Executive Officer of: Haier Group
K S Turner
Chairman of: Waitaki Wind Limited
Solar City New Zealand Ltd
Deputy Chairman of: Auckland International Airport Limited
a Director of: Chorus Limited
Keith Turner & Associates Limited
Pacific Simulators 2010 Ltd
Spark Infrastructure Group and Subsidiaries
Alternate Directors
Tommy Leung
an Executive Officer of: Haier International Co. Ltd
Hou Xinlai
an Executive Officer of: Haier Electrical Appliances Corp. Ltd
Subsidiaries of Fisher & Paykel Appliances Holdings Limited
The Directors of the New Zealand subsidiaries of Fisher & Paykel Appliances Holdings Limited named below have
made a general disclosure of interest, that has not been disclosed elsewhere in this Annual Report, by a general notice
disclosed to the board of the relevant company and entered in the relevant interests register(s). General notices of
interest were given by these directors during the financial year ended 31 March 2012:
C M da Silva
a Director of: King St Advertising Limited
IT Partners Limited
IT Partners Group Limited
Trelise Cooper Group Limited
Trelise Cooper Property Limited
LGC Trustee Limited
Fisher & Paykel Finance Limited & Subsidiaries
Advisory Board of: Westervelt Sporting Lodges (NZ) Ltd
a Trustee of: Guarda Trust
Andrew Johnson Business Trust
Te Maunga Trust
Seguro Trust
Cabeca Trust
Coromandel Trust
Waikato Rental Trust
Homeopathic Trust

P175

P176

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

J W Gilks
Chairman of: Queenstown Airport Corporation
Receivables Management (NZ) Limited and Subsidiaries
Fisher & Paykel Finance Holdings Limited and Subsidiaries
a Director of: Business Mentors NZ Limited
Dublin Bay Investments Limited
Fundit Holdings Limited
H B Rennie
a Director of: Cooke Family Childrens Trust
Estate Michael Avigdor Hirschfeld
Harbour Chambers Limited
Hebare Trust
Hirschfield Custodian Nominees Limited
Michael Hirschfeld Family Trust
Michael Hirschfeld Childrens Trust
Theatre Arts Charitable Trust
NZ Institute of Chartered Accountants
Fisher & Paykel Finance Ltd
Directors Indemnity and Insurance
The Group has arranged, as provided for under its Constitution, policies of Directors and Officers Liability Insurance which, with a Deed of Indemnity, entered into with all Directors, ensures that generally Directors will incur no
monetary loss as a result of actions undertaken by them as Directors. Certain actions are specifically excluded, for
example, the incurring of penalties and fines, which may be imposed in respect of breaches of the law.
Use of Company Information
There were no notices from Directors of the Company requesting to use Company information received in their
capacity as Directors, which would not otherwise have been available to them.
Additional Information
The Company was incorporated in Auckland, New Zealand.
The Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Australia) dealing with the
acquisition of shares (ie substantial holdings and takeovers).
Limitations on the acquisition of securities imposed by the jurisdiction in which the Company is incorporated (New
Zealand) are:
__

a. In general, securities in the Company are freely transferable and the only significant restrictions in relation
to the acquisition of securities are those imposed by New Zealand laws relating to takeovers, overseas investment and competition.

__

b. The Takeovers Code creates a general rule under which the acquisition of more than 20% of the voting rights
in the Company, or the increase of an existing holding of 20% or more of the voting rights in the Company,
can only occur in certain permitted ways. These include a full takeover offer in accordance with the Takeovers
Code, a partial takeover offer in accordance with the Takeovers Code, an acquisition approved by an ordinary
resolution, an allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances)
or compulsory acquisition if a shareholder holds 90% or more of the shares in the Company.

__

c. The Overseas Investment Act 2005 and various Overseas Investment Regulations regulate certain investments in New Zealand by overseas persons. In general terms, the consent of the Overseas Investment Office is
likely to be required where an overseas person acquires shares or an interest in shares in the Company that
amount to more than 25% of the shares issued by the Company, or, if the overseas person already holds 25%
or more, the acquisition increases that holding.

__

d. The Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition
would have, or would be likely to have, the effect of substantially lessening competition in a market.

NOTES TO THE FINANCIAL STATEMENTS

The Companys securities are quoted on the NZX and ASX.


As at 21 May 2012, the Company has only one class of equity securities, being ordinary shares. Each of the Companys ordinary shares entitles the holder to one vote.

P177

P178

FISHER & PAYKEL APPLIANCES HOLDINGS LIMITED AND SUBSIDIARIES

EXECUTIVE
Parent Company
Stuart Broadhurst Managing Director and Chief Executive Officer
David Sullivan Chief Financial Officer
Appliances Business
Stuart Broadhurst Managing Director
Brett Butterworth VP Components & Technology, Production Machinery Limited and Haier PMO
Andrew Cooke VP Supply Chain Management & Information Technology
Roger Cooper VP Operations
Dale Farrar VP Human Resources
Garry Moore VP Quality & Customer Services
Matthew Orr VP Corporate Planning & Investor Relations
Craig Reid Chief Sales & Marketing Officer
David Sullivan Chief Financial Officer
Daniel Witten-Hannah VP Product Development
Finance Business
Alastair Macfarlane Managing Director
Sarah Carstens Company Secretary & General Counsel
Adrian Lichkus Chief Risk Officer
Ian McGregor Chief Financial Officer
Sarah OConnor Chief Human Resources Officer
Greg Shepherd Chief Operating Officer
Colin Smith Chief Information Officer

DIRECTORY
Fisher & Paykel Appliances Holdings Limited
Registered Offices
New Zealand
78 Springs Road, East Tamaki, Auckland 2013, New Zealand
Australia
Weippin Street, Cleveland, Queensland 4163, Australia

Contact Details
New Zealand
Company Secretary Mark Richardson
PO Box 58546, Botany, Auckland 2163, New Zealand
Telephone: +64 9 273 0600
Facsimile: +64 9 273 0609
Australia
PO Box 798, Cleveland, Queensland 4163, Australia
Telephone: +61 7 3826 9100
Facsimile: +61 7 3821 2666
USA
5900 Skylab Road, Huntington Beach, CA 92647, USA
Telephone: +1 714 372 7000
Facsimile: +1 714 372 7002

NOTES TO THE FINANCIAL STATEMENTS

United Kingdom
Maidstone Road, Kingston, Milton Keynes, MK10 0BD, UK
Telephone: +44 1908 585577
Facsimile: +44 1908 586235
Mexico
Blvd Montebello Lotes 1, 2, 3, Manzana 8, Col. Parque Industrial Colonial, Reynosa, Tamaulipas C.P 88780, Mexico
Telephone: +52 899 9217200
Facsimile: +52 899 9217299
Europe
Via Fabbian Matteo 7, Borso del Grappa, Treviso 31030, Italy
Telephone: +39 0423 9121
Facsimile: +39 0423 9124
Singapore
150 Ubi Avenue 4, #03-01A, Ubi Biz-hub, Singapore 408825
Telephone: +65 67482067
Facsimile: +65 65470123
Thailand
7/252, 7/282 Moo 6, Amata City Industrial Estate, Tambol Mapyangporn, Amphur Pluakdaeng, Rayong 21140, Thailand
Telephone: +66 38 640400
Facsimile: +66 38 650269
Internet Address
www.fisherpaykel.com
e-Mail
corporate.enquiries@fisherpaykel.com

Share Registry
New Zealand
Computershare Investor Services Ltd
Private Bag 92119, Auckland 1142, New Zealand
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
Australia
Computershare Investor Services Pty Ltd
GPO Box 3329, Melbourne, Victoria 3001, Australia
Telephone Within Australia: 1 800 501 366
Telephone Outside Australia: +61 3 9415 4083
Facsimile: +61 3 9473 2500

P179

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