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ELDERS LIMITED Annual Report 2007

Sep 20, 2007

64835_rns_2007-09-20_d6bafb02-535e-4d07-a1ed-4c50bfa2413d.pdf

Annual Report

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21 September 2007

Company Announcements Platform Australian Securities Exchange Limited

Annual Financial Report

In accordance with Listing Rule 4.5.1, please find attached Futuris Annual Financial Report for the year ended 30 June 2007.

Sonya Furey Company Secretary

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Level 6, 27 Currie Street, Adelaide, SA 5000 GPO Box 551 Adelaide SA 5001 Telephone: (08) 8425 4999 Facsimile: (08) 8410 1597 Futuris Corporation Limited A.B.N. 34 004 336 636

The future is now. Tomorrow’s challenge is today’s opportunity.

A n n u A l F I n A n C I A l R E P O R T 3 0 J u n E 20 07

Futuris Corporation limited

ABN 34 004 336 636

Annual General Meeting

The 2007 annual general meeting of Futuris Corporation Limited will be held on Tuesday 23 October at the Adelaide Festival Centre commencing at 9.30am Central Standard Time. A formal notice of meeting has been mailed to shareholders. Additional copies can be obtained from the Company’s registered office or

down loaded from its website at www.futuris.com.au

Terms and Abbreviations

This report uses terms and abbreviations relevant to the Company’s activities and financial accounts. The terms “the Company”, “Futuris Corporation” and “Futuris” are used in this report to refer to Futuris Corporation Limited and or its subsidiaries. The terms “the year” and “2007” refer to the twelve months ended 30 June 2007 unless otherwise stated. Similarly, references to 2006 or 2008 refer to the twelve months to 30 June of that year. Unless otherwise specified, the term “30 June” refers to 30 June 2007.

Annual Report

This publication is one of two documents published by Futuris to report on the Company’s performance in the year to 30 June 2007:

  • the Annual Review provides an overview of the Company, discussion of its results and a Concise Report. It also includes a Directors’ Report and Auditor’s Report.

  • the Annual Financial Report provides a complete set of financial statements for the year.

The Concise Report does not, and cannot be expected to, provide as full an understanding of the financial performance and position and financing and investing activities of the consolidated entity as the complete set of financial statements contained in the Annual Financial Report.

Shareholders may elect to receive either or both of the reports free of charge upon request.

Shareholders wishing to arrange or alter the mailing of these reports can do so by notifying the Company’s share registry (at the address provided in the Company Directory on the inside back cover of this report) or by contacting the Company on 61 (0)8 8425 4999.

Copies of either the Annual Review or the Annual Financial report can be down loaded from our website at www.futuris.com.au.

Annual Financial Report 30 June 2007

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Contents
Income Statement 2
Balance Sheet 3
Cash Flow Statement 4
Statement of Changes in Equity 5
Notes to the Financial Statements 8
Directors’ Declaration 84
Independent Audit Report 85
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Income Statement for the year ended 30 June 2007

Consolidated Consolidated Parent
2007 2006 2007 2006
Note $000 $000 $000 $000
Continuing operations
Sales revenue 3 3,090,792 3,176,844 - -
Cost of sales (2,278,243) (2,342,463) - -
Other revenues 3 67,752 44,443 238,337 135,329
Other expenses 3 (794,067) (797,421) (238,782) (22,116)
Share of net profits/(losses) of associates and
joint ventures accounted for using the equity method 12 41,205 49,187 1,043 (945)
Profit/(loss) on sale of non current assets 3 6,218 7,273 3,370 -
Profit/(loss) before net finance costs and income tax expense 133,657 137,863 3,968 112,268
Interest revenue 3 13,905 20,210 30,752 30,388
Finance costs 3 (54,003) (59,171) (37,051) (45,710)
Profit/(loss) from continuing operations before income tax expense 93,559 98,902 (2,331) 96,946
Income tax (expense)/benefit 4 (11,610) (16,234) 74,231 13,009
Profit/(loss) from continuing operations after income tax expense 81,949 82,668 71,900 109,955
Net profit of discontinued operations and gain
on disposal of discontinued operations, net of tax 43 21,535 13,747 - -
Net profit/(loss) for the year 103,484 96,415 71,900 109,955
Attributable to:
Minority interest 2,769 8,976 - -
Members of the parent 24 100,715 87,439 71,900 109,955
Reported Operations
Basic earnings per share (cents per share) 37 13.86¢ 13.06¢
Diluted earnings per share (cents per share) 37 12.95¢ 12.82¢
Continuing Operations
Basic earnings per share (cents per share) 37 10.90¢ 11.01¢
Diluted earnings per share (cents per share) 37 10.43¢ 11.02¢
Discontinued Operations
Basic earnings per share (cents per share) 37 2.96¢ 2.05¢
Diluted earnings per share (cents per share) 37 2.52¢ 1.80¢

The accompanying notes form an integral part of this income statement.

2

Balance Sheet as at 30 June 2007

Consolidated Consolidated Parent
2007 2006 2007 2006
Note $000 $000 $000 $000
Current Assets
Cash and cash equivalents 27 244,310 537,521 - -
Trade and other receivables 5 633,465 594,566 1,547,913 1,397,867
Livestock 6 55,121 71,898 - -
Inventories 8 357,978 451,454 - -
Derivative financial instruments 10 3,031 5,096 - -
Held for trading financial assets 9 - 20,341 - 20,156
Other 16 112,581 107,574 - 145
Total Current Assets 1,406,486 1,788,450 1,547,913 1,418,168
Non Current Assets
Receivables 5 190,310 153,647 5,229 6,089
Forestry 7 21,421 17,164 - -
Inventories 8 1,638 33,814 - -
Other financial assets 11 38,736 5,662 204,592 216,109
Investments in associates and joint ventures 12 576,150 598,819 93,639 86,695
Property, plant and equipment 13 220,448 198,345 308 250
Investment properties 14 248,257 192,591 - -
Intangibles 15 288,323 270,641 - -
Deferred tax assets 4 79,813 76,675 5,785 2,841
Other 16 26,853 25,646 - -
Total Non Current Assets 1,691,949 1,573,004 309,553 311,984
Total Assets 3,098,435 3,361,454 1,857,466 1,730,152
Current Liabilities
Trade and other payables 17 889,567 985,757 437,319 238,808
Interest bearing loans and borrowings 18 214,204 235,413 116,481 132,092
Current tax payable 4 61,341 26,100 21,437 17,189
Provisions 19 204,455 193,231 7,000 2,500
Total Current Liabilities 1,369,567 1,440,501 582,237 390,589
Non Current Liabilities
Interest bearing loans and borrowings 18 354,466 474,962 343,176 457,257
Derivative financial instruments 10 41,731 30,881 40,589 29,158
Deferred tax liabilities 4 57,865 102,441 8,191 -
Provisions 19 88,309 84,744 - -
Total Non Current Liabilities 542,371 693,028 391,956 486,415
Total Liabilities 1,911,938 2,133,529 974,193 877,004
Net Assets 1,186,497 1,227,925 883,273 853,148
Equity
Contributed equity 20 608,493 577,717 608,493 577,717
Convertible notes - equity portion 21 54,263 57,384 54,263 57,384
Hybrid equity 22 145,151 145,151 145,151 145,151
Reserves 23 (22,408) 63,843 4,355 (487)
Retained earnings 24 392,959 371,367 71,011 73,383
Total Parent Entity Interest in Equity 1,178,458 1,215,462 883,273 853,148
Minority interest 26 8,039 12,463 - -
Total Equity 1,186,497 1,227,925 883,273
853,148

The accompanying notes form an integral part of this balance sheet.

3

Cash Flow Statement for the year ended 30 June 2007

Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Inflows Inflows Inflows Inflows
Note (Outflows) (Outflows) (Outflows) (Outflows)
Cash Flows from Operating Activities
Receipts from customers 8,858,049 8,876,564 - -
Payments to suppliers and employees (8,785,525) (8,727,061) (22,068) (27,631)
Dividends received 33,843 26,276 11,630 11,800
Interest received 13,979 20,210 3,794 1,581
Interest and other costs of finance paid (54,003) (60,110) (32,759) (49,514)
GST (paid)/refunded (18,580) (11,690) 14,056 6,573
Income taxes (paid)/refunded 4,915 (22,531) 84,040 15,518
Other operating inflows 32,347 25,698 (2,978) 280
Net operating cash flows 27(a) 85,025 127,356 55,715 (41,393)
Cash Flows from Investing Activities
Payment for property, plant and equipment (105,147) (137,689) (80) (43)
Payment for investments (77,013) (70,324) (5,500) (24,318)
Payment for design and development (6,252) (7,385) - -
Proceeds from sale of property, plant and equipment 9,921 29,168 24 -
Proceeds from sale of investments 26,642 2,647 (185,741) -
Loans to controlled entities - - 283,054 (245,995)
Loans to associated entities (22,932) (26,924) 11,229 -
Repayment of loans by related parties 597 - - -
Loans to growers (4,909) (2,811) - -
Loans repaid by growers 3,567 20,233 - -
Loans to employees - (10,991) - (278)
Payment for minority interests in controlled entity (136,222) (42,659) - -
Payment for controlled entities, net of cash acquired 41(a) - (5,416) - -
Proceeds from disposal of controlled entity 41(b) 120,959 1,556 - -
Net investing cash flows (190,789) (250,595) 102,986 (270,634)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity 2,570 265,762 21,845 257,381
Proceeds from borrowings 95,904 175,269 - 100,000
Repayment of borrowings (212,042) (92,568) (103,767) -
Proceeds from leasing 636 3,521 - -
Principal repayments of lease liabilities (2,784) (1,763) - -
Dividends paid (71,731) (69,457) (74,272) (59,006)
Proceeds from rights issue by controlled entity (net) - 14,193 - -
Net financing cash flows (187,447) 294,957 (156,194) 298,375
Net increase/(decrease) in cash held (293,211) 171,718 2,507 (13,652)
Cash/(overdraft) at the beginning of the financial year 537,521 365,803 (36,165) (22,513)
Cash/(overdraft) at the end of the financial year 27(b) 244,310 537,521 (33,658)
(36,165)

The accompanying notes form an integral part of this cash flow statement.

4

Statement of Changes in Equity year ended 30 June 2007

Issued Convertible Hybrid Retained Minority Total
Consolidated ($000) Capital Notes Reserves Equity Earnings Interest Equity
As at 1 July 2006 577,717 57,384 63,843 145,151 371,367 12,463 1,227,925
Currency translation differences - - (4,151) - - - (4,151)
Cash flow hedge reserve - - 2,140 - - - 2,140
Acquisition of minority interests
in controlled entity - - - - - (5,273) (5,273)
Partnership profits - - - - - (1,920) (1,920)
Total income and expense
for the period recognised
directly in equity - - (2,011) - - (7,193) (9,204)
Profit for year - - - - 100,715 2,769 103,484
Total income and expense
for the period - - (2,011) - 100,715 (4,424) 94,280
Attributable to:
Equity holders of the parent 91,511
Minority Interest 2,769
Equity Transactions:
Issue of share capital,
employee share plan 11,542 - - - - - 11,542
Exercise of options 2,571 - - - - - 2,571
Cost of share based payments - - 3,726 - - - 3,726
Shares vested to employees (net)
-
- (6,937) - - - (6,937)
Scrip consideration 2,984 - - - - - 2,984
Dividend Reinvestment Plan 5,793 - - - - - 5,793
Dividends to shareholders - - - - (65,393) - (65,393)
Hybrid Equity Distribution - - - - (8,879) - (8,879)
Convertible notes converted 7,886 (3,121) - - - - 4,765
Fair value revaluations of
associate’s land and buildings
(Note 2 (a)) - - (85,880) - - - (85,880)
Recognition of share of reserve
for losses in associate - - 4,851 - (4,851) - -
As at 30 June 2007 608,493 54,263 (22,408) 145,151 392,959 8,039 1,186,497

The accompanying notes form an integral part of this statement of changes in equity.

5

Statement of Changes in Equity year ended 30 June 2007 (continued)

Issued Convertible Hybrid Retained Minority Total
Consolidated ($000) Capital Notes Reserves Equity Earnings Interest Equity
As at 1 July 2005 454,420 54,576 46,616 - 355,081 121,627 1,032,320
Currency translation differences - - 3,670 - - - 3,670
Cash flow hedge reserve - - (5,396) - - - (5,396)
Partnership profits - - - - - 1,288 1,288
Total income and expenses
for the period recognised
directly in equity - - (1,726) - - 1,288 (438)
Profit for year - - - - 87,439 8,976 96,415
Total income and expense
for the period - - (1,726) - 87,439 10,264 95,977
Attributable to:
Equity holders of the parent 87,001
Minority interest 8,976
Equity transactions:
Issue of share capital - - - - - 14,193 14,193
Exercise of options 5,646 - - - - - 5,646
Cost of share based payments - - 5,035 - - - 5,035
Shares vested to employees (net)
-
- (5,059) - - - (5,059)
Share placement 112,000 - - - - - 112,000
Share placement direct costs (2,729) - - - - - (2,729)
Issue of Hybrid Equity - - - 150,000 - - 150,000
Hybrid equity direct costs - - - (4,849) - - (4,849)
Scrip consideration 5,694 - - - - - 5,694
Dividend Reinvestment Plan 2,686 - - - - - 2,686
Dividends to shareholders - - - - (70,307) - (70,307)
Hybrid Equity Distribution - - - - (1,836) - (1,836)
Fair value revaluations of
associate’s land and buildings - - 24,237 - - - 24,237
Fair value revaluations of
livestock carrier - - (4,270) - - - (4,270)
Convertible notes reissued - 2,808 - - - - 2,808
Acquisition of minority interests
in controlled entity - - - - - (133,621) (133,621)
Recognition of share of reserve
for losses in associate - - (990) - 990 - -
As at 30 June 2006 577,717 57,384 63,843 145,151 371,367 12,463 1,227,925

The accompanying notes form an integral part of this statement of changes in equity.

6

Statement of Changes in Equity year ended 30 June 2007 (continued)

Issued Convertible Hybrid Retained Total
Parent ($000) Capital Notes Reserves Equity Earnings Equity
As at 1 July 2006 577,717 57,384 (487) 145,151 73,383 853,148
Currency translation differences - - (113) - - (113)
Cash flow hedge reserve - - 3,651 - - 3,651
Total income and expenses for the period
recognised directly in equity - - 3,538 - - 3,538
Profit for year - - - - 71,900 71,900
Total income and expense for the period - - 3,538 - 71,900 75,438
Attributable to:
Equity holders of the parent 75,438
Minority interest -
Equity transactions:
Issue of share capital, employee share plan 11,542 - - - - 11,542
Exercise of options 2,571 - - - - 2,571
Cost of share based payments - - 1,963 - - 1,963
Shares vested to employees (net) - - (659) - - (659)
Scrip consideration 2,984 - - - - 2,984
Dividend Reinvestment Plan 5,793 - - - - 5,793
Dividends to shareholders - - - - (65,393) (65,393)
Hybrid Equity Distribution - - - - (8,879) (8,879)
Convertible notes converted 7,886 (3,121) - - - 4,765
As at 30 June 2007 608,493 54,263 4,355 145,151 71,011 883,273
As at 1 July 2005 454,420 54,576 4,090 - 25,120 538,206
Currency translation differences - - 39 - - 39
Cash flow hedge reserve - - (5,396) - - (5,396)
Total income and expenses for the period
recognised directly in equity - - (5,357) - - (5,357)
Profit for year - - - - 109,955 109,955
Total income and expense for the period - - (5,357) - 109,955 104,598
Attributable to:
Equity holders of the parent 104,598
Minority interest -
Equity transactions:
Exercise of options 5,646 - - - - 5,646
Cost of share based payments - - 1,068 - - 1,068
Shares vested to employees (net) - - (288) - - (288)
Share Placement 112,000 - - - - 112,000
Share Placement direct costs (2,729) - - - - (2,729)
Issue of Hybrid Equity - - - 150,000 - 150,000
Hybrid equity direct costs - - - (4,849) - (4,849)
Scrip Consideration 5,694 - - - - 5,694
Dividend Reinvestment Plan 2,686 - - - - 2,686
Dividends to shareholders - - - - (59,856) (59,856)
Hybrid Equity Distribution - - - - (1,836) (1,836)
Convertible notes reissued - 2,808 - - - 2,808
As at 30 June 2006 577,717 57,384 (487) 145,151 73,383 853,148

The accompanying notes form an integral part of this statement of changes in equity.

7

Notes to the Financial Statements for the year ended 30 June 2007

Note 1 Corporate Information

The financial report of Futuris Corporation Limited for the year ended 30 June 2007 was authorised for issue in accordance with a resolution of the directors on 6 September 2007.

Futuris Corporation Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange.

The nature of the operations and principal activities of the Group are described in Note 31.

Note 2 Statement of Significant Accounting Policies

(a) Basis of accounting

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards.

This report has been prepared on a historical cost basis, except for investment properties, valuation of livestock carrier, derivative financial instruments and available for sale financial assets that have been measured at fair value, and biological assets that are measured at fair value less estimated point of sale costs. The carrying values of recognised assets and liabilities that are hedged with fair value hedges are adjusted to record changes in the fair values attributable to the risks that are being hedged.

The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the class order applies.

The accounting policies and disclosures are consistent with those of the previous financial year, except for the following change:

Change in recognition of land

To 30 June 2006, land revaluations recognised by Australian Agricultural Company Limited (“AA Co”), an associate, were also recognised by Futuris, through Futuris taking up its percentage ownership share of the revaluations through the Asset Revaluation Reserve. From 1 July 2006, Futuris has revised its land valuation policy, whereby all land that is used for the purposes of production or supply of goods is recognised at cost. Therefore in the Futuris accounts, adjustments have been made to the value reported by AA Co for land revaluations. Accordingly, asset revaluations made by AA Co will no longer be taken up by Futuris and all revaluations previously taken up, will be reversed. The effect is a reduction in the Asset Revaluation Reserve of $85,880,000, a reduction in the Deferred Tax Liability balance of $36,806,000 and a reduction in the investment in AA Co of $122,686,000. Prior year comparatives have not been restated.

As a result of this adjustment there is no change to reported net income.

(b) Statement of compliance

The financial report complies with Australian Accounting Standards, which include Australian Equivalents to International Financial Reporting Standards (“AIFRS”). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

Except for the amendments to AASB 101 Presentation of Financial Statements and AASB 2007-4 Amendments to Australian Accounting Standards arising from ED 151 and Other Amendments , which the Group has early adopted, Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ending 30 June 2007. These are outlined in the table below.

Application Application
date for Impact on Group date for
Reference Title Summary standard financial report group
AASB 2005-10 Amendments to Australian Amending standard issued 1 January AASB 7 is a disclosure 1 July 2007
Accounting Standards [AASB as a consequence of AASB 7 2007 standard so will have no
132, AASB 101, AASB 114, Financial Instruments: direct impact on the amounts
AASB 117, AASB 133, AASB Disclosures included in the Group’s
139, AASB 1, AASB 4, AASB financial statements.
1023 & AASB 1038] However, the amendments
will result in changes to the
financial instrument
disclosures included in the
Group’s financial report.

8

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(b) Statement of compliance (continued)

Application Application
date for Impact on Group date for
Reference Title Summary standard financial report group
AASB 2007-1 Amendments to Australian Amending standard issued 1 March This is consistent with the 1 July 2007
Accounting Standards as a consequence of AASB 2007 Group’s existing accounting
arising from AASB Interpretation 11 AASB 2 - policies for share-based
Interpretation 11 [AASB 2] Group and Treasury Share payments, so the standard is
Transactions. not expected to have any
impact on the Group’s
financial report.
AASB 2007-2 Amendments to Australian Amending standard issued 1 January The Group currently has no 1 July 2007
Accounting Standards as a consequence of AASB 2007 service concession
arising from AASB Interpretation 12 Service arrangements or public-
Interpretation 12 [AASB 1, Concession Arrangements. private-partnerships (PPP),
AASB 117, AASB 118, AASB so the standard is not
120, AASB 121, AASB 127, expected to have any impact
AASB 131 & AASB 139] on the Group’s financial report.
AASB 2007-3 Amendments to Australian Amending standard issued 1 January AASB 8 is a disclosure 1 July 2009
Accounting Standards as a consequence of AASB 8 2009 standard so will have no
arising from AASB 8 [AASB Operating Segments. direct impact on the amounts
5, AASB, AASB 6, AASB 102, included in the Group’s
AASB 107, AASB 119, AASB financial statements. However
127, AASB 134, AASB 136, the standard is expected to
AASB 1023 & AASB 1038] have an impact on the Group’s
segment disclosures as
segment information included
in internal management
reports is more detailed than
that currently reported under
AASB 114 Segment Reporting.
AASB 2007-5 Amendments to Australian This Standard makes 1 July 2007 This amendment only relates 1 July 2007
Accounting Standard - amendments to AASB 102 to Not-for-Profit Entities and
Inventories Held for Inventories. as such is not expected to
Distribution by Not-for-Profit have any impact on the
Entities [AASB 102] Group’s financial report.
AASB 2007-6 Amendments to Australian Amending standard issued 1 January The amendments to AASB 1 July 2009
Accounting Standards as a consequence of 2009 123 require that all borrowing
arising from AASB 123 revisions to AASB 123 costs associated with a
[AASB 1, AASB 101, AASB Borrowing Costs. qualifying asset be capitalised.
107, AASB 111, AASB 116 The Group has no borrowing
& AASB 138 and costs associated with
Interpretations 1 & 12] qualifying assets and as such
the amendments are not
expected to have any impact
on the Group’s financial report.
AASB 2007-7 Amendments to Australian Amending standards for 1 July 2007 The amendments are minor 1 July 2007
Accounting Standards [AASB wording errors, and do not affect the
1, AASB 2, AASB 4, AASB 5, discrepancies and recognition, measurement or
AASB 107 & AASB 128] inconsistencies. disclosure requirements of
the standards. Therefore the
amendments are not expected
to have any impact on the
Group’s financial report.

9

Notes to the Financial Statements for the year ended 30 June 2007 Note 2 Statement of Significant Accounting Policies (continued)

(b) Statement of compliance (continued)

Application Application
date for Impact on Group date for
Reference Title Summary standard financial report group
AASB 7 Financial Instruments: New standard replacing 1 January Refer to AASB 2005-10 above. 1 July 2007
Disclosures disclosure requirements of 2007
AASB 130_Disclosures in the_
Financial Statements of
Banks and Similar Financial
Institutions and AASB 132
Financial Instruments:
Disclosure and Presentation.
AASB 8 Operating Segments New standard replacing 1 January Refer to AASB 2007-3 above. 1 July 2009
AASB 114_Segment_ 2009
Reporting, which adopts a
management approach to
segment reporting.
AASB 123 Borrowing Costs The amendments to AASB 1 January Refer to AASB 2007-6 above. 1 July 2009
(amended) 123 require that all 2009
borrowing costs associated
with a qualifying asset must
be capitalised.
AASB Interim Financial Reporting Addresses an inconsistency 1 November The prohibitions on reversing 1 July 2007
Interpretation and Impairment between AASB 134_Interim_ 2006 impairment losses in AASB
10 _Financial Reporting_and the 136 and AASB 139, which are
impairment requirements to take precedence over the
relating to goodwill in AASB more general statement in
136_Impairment of Assets_ AASB 134, are not expected
and equity instruments to have any impact on the
classified as available for Group’s financial report.
sale in AASB 139_Financial_
Instruments: Recognition
and Measurement.
AASB Group and Treasury Addresses whether certain 1 March Refer to AASB 2007-1 above. 1 July 2007
Interpretation Share Transactions types of share-based 2007
11 payment transactions with
employees (or other suppliers
of good and services) should
be accounted for as equity-
settled or as cash-settled
transactions under AASB 2
Share-based Payment. It also
specifies the accounting in a
subsidiary’s financial
statements for share-based
payment arrangements
involving equity instruments
of the parent.
AASB Service Concession Clarifies how operators 1 January Refer to AASB 2007-2 above. 1 July 2008
Interpretation Arrangements recognise the infrastructure 2008
12 as a financial asset and/or
an intangible asset - not as
property, plant and equipment.

10

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(c) Basis of consolidation

The consolidated financial statements include the financial statements of the parent entity, Futuris Corporation Limited, and its controlled entities, referred to collectively throughout these financial statements as the “Group”.

All inter-entity balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased.

Financial statements of foreign controlled entities presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with Group policy and generally accepted accounting principles in Australia.

(d) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Impairment of goodwill and intangibles with indefinite useful lives

The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash generating units to which the goodwill and intangibles with indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount are discussed in note 2(r).

Share based payment transactions

The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using both an external valuer for certain instruments and internally with a trinomial model, refer further to information on share based payments transactions at note 2(x) and note 39.

(e) Cash and cash equivalents

For the purposes of the cash flow statement and balance sheet, cash includes cash on hand and in banks and money market investments, net of outstanding bank overdrafts.

(f) Trade and other receivables

Trade and other receivables are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.

An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

(g) Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is determined on the first in, first out basis, and comprises the cost of purchase including costs of bringing the inventories to sale location. In the case of manufactured goods, direct materials, direct labour costs, variable overhead and a portion of fixed overhead costs allocated on the basis of normal operating capacity are included.

Freehold property held by the property segment of the Group for development and resale is valued at the lower of cost and net realisable value.

Borrowing costs that are directly attributable to property held for development and resale which are considered qualifying assets, are capitalised as part of the cost of those assets.

Where commodity inventories are acquired principally for the purpose of selling in the near term and generating a profit, such commodities are measured at fair value less costs to sell with changes in fair value less costs to sell recognised in the income statement.

Livestock and forestry, which are considered to be agricultural activities, are measured at fair value less estimated point of sale costs, with market value increments or decrements included in the net profit.

(h) Livestock

The Group holds biological assets in the form of livestock, primarily beef cattle and sheep. These assets are measured at fair value, which has been determined based upon livestock prices at balance date, less point of sale costs.

11

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(i) Forestry

The Group has interests in forestry plantations through plantation areas established and maintained on its own account and interests in the forestry managed investment schemes, which have reverted to the consolidated entity as a result of default by an original grower and forfeiture of their plantation interest. Forestry plantations owned by the Group are valued at each reporting date at fair value and increments and decrements in fair value are recognised in the income statement in the financial period in which they occur.

Fair value is determined as follows:

  • Up until the time at which the initial inventory of the plantation is conducted (expected to be between four to six years) by applying historical costs; and

  • After initial inventory and up until harvest of the timber - anticipated fair value less estimated point of sale costs.

As there is no active and liquid market for immature forestry plantations, fair value less estimated point of sales costs is based on forecast plantation growth and yields and forecast of the net present values of future net cash flows from harvest and costs of maintaining plantations to maturity.

(j) Investments and other financial assets

Financial assets are classified as either financial assets at fair value through the profit or loss, loans and receivables, held to maturity investments, or available for sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value. In the case of investments not at fair value through profit or loss they include directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year end.

(i) Financial assets at fair value through profit or loss

Financial assets classified as held for trading are included in the category “financial assets at fair value through profit or loss”. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on investments held for trading are recognised in profit or loss based on quoted market bid prices at the close of business on the balance date.

(ii) Held to maturity investments

Non derivative financial assets with fixed or determinable payments and fixed maturity are classified as held to maturity when the Group has the positive intention and ability to hold to maturity. Investments that are held for an undefined period are not included in this classification. Held to maturity investments are subsequently measured at amortised cost.

For investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process.

(iii) Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit and loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

(iv) Available for sale investments

Available for sale investments are those non derivative financial assets that are designated as available for sale or are not classified as any of the preceeding categories. After initial recognition available for sale investments are measured at fair value with gains or losses being recognised as a separate component of equity, until the investment is derecognised or deemed to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions, reference to the current market value of similar instruments, or discounted cash flow analysis.

12

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(k) Investment in associates

Interests in associated entities are brought to account using the equity method. Associates are entities over which the Group has significant influence and that are neither subsidiaries or joint ventures. Under this method, the investment in associates is initially recognised at cost. Subsequently the investment is carried at cost plus post-acquisition changes in the Group’s share of net assets of the associate, less any impairment in value and adjusted for any differences in accounting policies. The consolidated income statement reflects the Group’s share of the results of operations of the associate.

Where there has been a change recognised directly in the associate’s equity, the Group recognises its share of any changes and discloses this, when applicable in the consolidated statement of changes in equity.

(l) Investment in joint ventures

Interests in joint venture entities are accounted for by applying the equity method of accounting. The Group identifies joint venture entities where the Group is in a position of joint control over the entity. Investments in joint venture entities are carried at the equity accounted amount less any impairment in value.

(m) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses, except for the livestock carrier, which is independently valued. Valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from the asset’s fair value at the balance sheet date.

Property, plant and equipment, excluding freehold land and assets under construction, are depreciated over their useful economic lives as follows:

Life Method
Buildings 50 years Straight line
Leasehold improvements Lease term Straight line
Plant and equipment - owned 3 to 10 years Straight line
Plant and equipment - leased Lease term Straight line
Livestock carrier 10 years Straight line

The useful lives are consistent with those of the prior year.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised.

(n) Investment properties

Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition investment properties are stated at fair value. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the period in which they arise.

Investment properties are derecognised when they have either been disposed of or, when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on the derecognition of an investment property are recognised in the income statement in the period of derecognition.

Transfers are made to investment property when, and only when, there is a change in use, evidenced by ending of owner occupation, commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.

(o) Goodwill

Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is not amortised but is reviewed annually for impairment, or more frequently if there is any indication that the carrying value may be impaired.

As at the acquisition date, any goodwill acquired is allocated to each of the cash generating units expected to benefit from the combination’s synergies. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes, and is not larger than a segment based on either the Group’s primary or secondary reporting format determined in accordance with AASB114 Segment Reporting.

13

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(p) Intangible assets

Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of these intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite lives are amortised on a straight line basis over their useful lives (5-20 years).

Brand names, which are considered to have an indefinite life, are not amortised but are regularly tested for impairment. Expenditure incurred in developing, maintaining or enhancing brand names is expensed in the year in which it is incurred.

Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profits in the period in which the expenditure is incurred.

(q) Design and development

Research costs are expensed as incurred.

Development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured and the Group can demonstrate the technical feasibility of completing the asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the asset during its development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses.

Any expenditure carried forward is amortised from the commencement of commercial production on a straight-line basis over the period of the expected benefit, which is over a 3 year period. These development costs are Automotive related and primarily represent engineering costs incurred in developing products under awarded contracts.

(r) Impairment

Non-financial assets

The carrying values of all assets, other than inventories and deferred tax assets, are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.

If any indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

Assumptions used by the Group in basing its cash flow projections when determining the value in use are to use the budgeted results for the following three years, after which a growth rate was added, and discounted based on an appropriate weighted average cost of capital.

Impairment for goodwill is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the fair value of the assets acquired is less than the cost of acquisition the difference is recognised directly in the income statement. Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash generating unit retained. Impairment losses for goodwill are not subsequently reversed.

14

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(r) Impairment (continued)

Intangible assets are tested for impairment where an indicator of impairment exists, and in the case of indefinite life intangibles annually, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, or more frequently when an indicator of impairment arises during the reporting year indicating that the carrying value may not be recoverable.

Financial Assets

If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (ie the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss is recognised in the income statement.

The Group first assesses 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 of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is 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 has been incurred on financial assets carried at cost (because its fair value cannot be reliably measured) the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset.

If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference between its cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to the income statement. Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit. Reversals of impairment losses for debt instruments are reversed through profit or loss if the increase in an instrument’s fair value can be objectively related to an event occurring after the impairment loss was recognised in profit or loss.

(s) Trade and other payables

Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that remain unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

(t) Interest bearing loans and borrowings

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.

Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.

(u) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Certain subsidiaries are affected by warranty claims. Claims are covered by a provision for warranty, which has been calculated based on past experience of the level of repairs and returns.

Where subsidiaries have entered into leasing arrangements that require the leased asset to be returned at the end of the lease term in its original condition an estimate is made of the costs of restoration or dismantling of any improvements and a provision is raised.

A provision for dividend is not recognised as a liability unless the dividends are declared, on or before, reporting date.

15

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(u) Provisions (continued)

Provisions for restructuring or termination benefits are only recognised when a detailed plan has been approved and the restructuring or termination benefits have either commenced or been publicly announced, or when firm contracts have been entered into.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

(v) Provision for employee entitlements

(i) Wages, salaries, and annual leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in provisions in respect of employee’s services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

(w) Pensions and other post employment benefits

The Group maintains an Australian-based superannuation fund comprising both an accumulation section and a defined benefits section. The defined benefits section of the fund has been closed since December 1996 and all employees after that date must join the accumulation section.

With respect to the accumulation section of the fund, employees are entitled to accumulated benefits on retirement, resignation, disability or death. During the year, Group contributions are paid in accordance with legislative requirements, the fund’s rules and employee salary packages. Employees may also contribute to the fund. The assets of the accumulation section of the fund are sufficient to satisfy all benefits that would be vested in the event of termination.

With respect to the defined benefit section of the fund, relevant Group entities are obliged to contribute to the fund as set out in the Trust Deed and in accordance with legal requirements. During the year, superannuation entitlements are paid in accordance with legislative requirements at levels necessary to ensure that there are sufficient assets to meet the liabilities determined by actuarial valuations undertaken at regular intervals not exceeding three years. Member contributions are at a set rate.

The Group’s subsidiary, BWK AG, also maintains a defined benefit fund, referred to as provision for pensions. This provision is calculated by applying the projected unit credit method. This calculation is based on no growth in the fund, an interest rate for accounting purposes of 4.5% as well as mortality tables provided by an independent actuary in 2005.

Actuarial gains and losses for the defined benefits section of the fund are recognised in the income statement.

(x) Share based payment

The Group provides benefits to employees in the form of share-based payment transactions, which may include shares or rights over shares (equity-settled transaction such as options).

There are currently two share based plans in place to provide these benefits:

(i) Employee Share Option Plan (ESOP), which provides benefits to senior executives; and

(ii) Employee Share Loan Plan (ESLP), which provides benefits to all employees.

The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined using a trinomial model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Futuris Corporation Limited (market conditions). The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date).

16

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(x) Share based payment (continued)

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:

  • (i) the extent to which the vesting period has expired; and

(ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest.

This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

Shares in the Group re-acquired on market and held by the Employee Share Plan at the reporting date are classified in reserves.

(y) Convertible notes

The component of the convertible non-cumulative redeemable notes that exhibits characteristics of a liability is recognised as a liability in the balance sheet, net of issue costs.

On the issue of the convertible redeemable notes, the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond and this amount is carried as a long-term liability on the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost.

The remainder of the proceeds is allocated to the conversion option that is recognised and included in shareholders’ equity, net of issue costs. The value of the conversion option is not changed in subsequent years.

The corresponding mandatory coupon payments on those notes are charged as interest expense in the income statement.

Issue costs are apportioned between the liability and equity components of the non-cumulative redeemable convertible notes based on the allocation of proceeds to the liability and equity components when the instruments are first recognised.

(z) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are included in equity as a deduction, net of tax, from the proceeds.

(aa) Hybrid notes

Hybrid notes are classified as equity. Incremental costs directly attributable to the issue of the Hybrid notes are included in equity as a deduction, net of tax, from the proceeds. Distributions to note holders are made quarterly at the discretion of Directors.

(ab) Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options, dilutive convertible notes and dilutive hybrid notes).

(ac) Revenue

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably.

Rendering of services - non insurance related

Where the contract can be reliably measured, it is probable that the economic benefits associated with the transaction will flow to the Group and the stage of completion can be reliably measured. Stage of completion is measured by reference to the labour hours incurred to date as a percentage of total estimated labour hours for each contract. Where the contract outcome cannot be reliably measured, revenue is recognised only to the extent of the expenses recognised that are recoverable.

17

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(ac) Revenue (continued)

Interest and dividend income

Dividend revenue is recognised when the shareholder’s right to receive the payment is established. Interest revenue is recognised as it accrues using the effective interest rate method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Forestry revenue

Revenue from the provision of forestry services is recognised by reference to the financial period during which the relevant services are provided. Any unearned portion of these fees at financial year end is brought to account in the balance sheet as a liability and recognised in subsequent periods.

(ad) Borrowing costs

Borrowing costs are recognised as an expense when incurred, unless attributable to qualifying assets in which case they are capitalised against the asset (refer note 2(g)).

(ae) Construction contracts

Profit is recognised on construction contracts in proportion to the stage of completion when it is probable that the economic benefits arising from the contracts will flow to the Group, the costs attributable to the contract to date can be clearly identified, and when the costs to complete the contract can be reliably estimated.

Stage of completion is determined based on engineering determinations. Any material losses on construction contracts are brought to account as soon as they are considered probable.

The Group has now disposed of its Property division as at 30 June 2007.

(af) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and rewards incidental to ownership.

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.

Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.

Leases where the lessor retains substantially all the risks and rewards of ownership of the asset are classified as operating leases.

Operating lease payments are recognised as an expense in the income statement on a straight line basis over the lease term.

(ag) General insurance activities

Significant accounting estimates and assumptions

The ultimate liability arising from claims made under insurance contracts

Provision is made at the year end for the estimated cost of claims incurred but not settled at the balance sheet date, including the cost of claims incurred but not yet reported to the Group.

The estimated cost of claims includes direct expenses to be incurred in settling claims gross of the expected value of salvage and other recoveries. The Group takes all reasonable steps to ensure that it has appropriate information regarding its claims exposures. However, given the uncertainty in establishing claims provisions, it is likely that the final outcome will prove to be different from the original liability established.

The estimation of claims incurred but not reported (“IBNR”) is generally subject to a greater degree of uncertainty than the estimation of the cost of settling claims already notified to the Group, where more information about the claim event is generally available. IBNR claims may often not be apparent to the insured until many years after the events giving rise to the claims have happened. The liability class of business will typically display greater variations between initial estimates and final outcomes because there is a greater degree of difficulty in estimating IBNR reserves. For the short tail classes, claims are typically reported soon after the claim event and hence tend to display lower levels of volatility. In calculating the estimated cost of unpaid claims, the Group uses a variety of estimation techniques, generally based upon statistical analyses of historical experience, which assumes that the development pattern of the current claims will be consistent with past experience.

18

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(ag) General insurance activities (continued)

Allowance is made, however, for changes or uncertainties which may create distortions in the underlying statistics or which might cause the cost of unsettled claims to increase or reduce when compared with the cost of previously settled claims including:

  • Changes in Group processes which might accelerate or slow down the development and/or recording of paid or incurred claims, compared with the statistics from previous periods;

  • Changes in the legal environment;

  • The effects of inflation;

  • Changes in the mix of business;

  • The impact of large losses; and

  • Movements in industry benchmarks.

A component of these estimation techniques is usually the estimation of the current cost of notified but not paid claims. In estimating the cost of these the Group has regard to the claim circumstances as reported, any information available from loss adjusters and information on the cost of settling claims with similar characteristics in the previous period.

Large claims impacting each relevant business class are generally assessed separately, being measured on a case by case basis or projected separately in order to allow for the possible distortive effect of the development and incidence of these large claims.

Where possible the Group adopts multiple techniques to estimate the required level of provisions. This assists in giving greater understanding of the trends inherent in the data being projected. The projections given by the various methodologies also assist in setting the range of possible outcomes. The most appropriate estimation technique is selected taking into account the characteristics of the business class and the extent of the development of each accident year.

Provisions are calculated gross of any reinsurance recoveries. A separate estimate is made of the amounts that will be recoverable from reinsurers based upon the gross provisions.

Details of specific assumptions used in deriving the outstanding claims liability at year end are detailed in Note 28.

Assets Arising from Reinsurance Contracts

Assets arising from reinsurance contracts are also computed using the above methods. In addition, the recoverability of these assets is assessed on a periodic basis to ensure that the balance is reflective of the amounts that will ultimately be received, taking into consideration factors such as counterparty and credit risk. Impairment is recognised where there is objective evidence that the Group may not receive amounts due to it and these amounts can be reliably measured.

Accounting policies in relation to general insurance activities are as follows:

Premium Revenue

Direct premium comprises amounts charged to the policyholder, excluding amounts collected on behalf of third parties, principally stamp duties. The earned portion of premiums received and receivable, including unclosed business, is recognised as revenue. Premium is treated as earned from the date of attachment of risk.

The pattern of recognition over the policy or indemnity periods is based on time, which is considered to closely approximate the pattern of risks underwritten. Unearned premium is determined for direct business based on the 365 day method.

Unexpired Risk Liability

The adequacy of the unearned premium liability in respect of each class of business is assessed by considering current estimates of all expected future cash flows relating to future claims covered by current insurance contracts.

If the present value of the expected future cash flows relating to future claims plus the additional risk margin to reflect the inherent uncertainty in the central estimate exceeds the unearned premium liability less related intangible assets and related deferred acquisition costs, then the unearned premium liability is deemed to be deficient.

The entire deficiency is recognised immediately in the income statement both gross and net of reinsurance. The deficiency is recognised first by writing down any related intangible assets and then related deferred acquisition costs, with any excess being recorded in the balance sheet as an unexpired risk liability.

The test for unearned premium liability is performed at the level of a portfolio of contracts that are subject to broadly similar risks and are managed together as a single portfolio.

Outwards Reinsurance Premiums

Premium ceded to reinsurers is recognised as an expense in accordance with the pattern of reinsurance service received. Accordingly, a portion of outwards reinsurance premium is treated at the reporting date as a prepayment.

Reinsurance commission revenue is recognised over the term of the underlying insurance policy or indemnity period, consistent with the terms of the on-going treaty arrangements.

19

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

  • (ag) General insurance activities (continued)

Outstanding Claims Liability

Claims incurred expense and a liability for outstanding claims are recognised in respect of direct business. The liability covers claims incurred but not yet paid and incurred but not reported claims. Claims outstanding are assessed by reviewing individual claim files and estimating unnotified claims and settlement costs using statistics based on past experience and trends.

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 Group, 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.

Claims handling cost 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.

The expected future payments are discounted to present value using a risk free rate.

A risk margin is applied to the outstanding claims liability, net of reinsurance and other recoveries, to reflect the inherent uncertainty in the central estimate. This risk margin increases the probability that the net liability is adequately provided for to a 90% confidence level.

Reinsurance and Other Recoveries Receivable

Reinsurance and other recoveries receivable on paid claims, reported claims not yet paid, IBNR and unexpired risk liabilities are recognised as revenue.

Reinsurance and other recoveries receivable are assessed in a manner similar to the assessment of outstanding claims. Recoveries are measured as the present value of the expected future receipts, calculated on the same basis as the liability for outstanding claims.

Acquisition Costs

A portion of acquisition costs relating to unearned premium revenue is deferred in recognition that it represents future benefits to the organisation. Deferred acquisition costs are measured at the lower of cost and recoverable amount. A write-down to recoverable amount is recognised where the present value of expected future claims (including settlement costs) in relation to business written to the reporting date exceeds related unearned premiums. Deferred acquisition costs are amortised over the period expected to benefit from the expenditure.

Assets Backing General Insurance Liabilities

The Group has determined that all assets are held to back general insurance liabilities on the basis that all assets are valued at fair value in the balance sheet.

The following policies apply to assets held to back general insurance liabilities:

Financial Assets

Financial assets are designated at fair value through profit or loss. Initial recognition is at cost in the balance sheet and subsequent measurement is at fair value with any resultant unrealised profits and losses recognised in the income statement.

Details of fair values of different types of assets are listed below:

  • Cash assets and bank overdrafts are carried at face value of the amounts deposited or drawn. The carrying amount of cash assets and bank overdrafts approximate their fair value.

  • Fixed interest securities are initially recognised at cost and the subsequent fair value is taken as the quoted bid price of the instrument at the balance sheet date.

  • Unlisted fixed interest securities are recorded at amounts based on valuations using rates of interest equivalent to the yields obtainable on comparable investments at balance date.

Receivables

Amounts due from policyholders and intermediaries are initially recognised at face value, being the amounts due. They are subsequently measured at fair value which is approximated by taking the initially recognised amount and reducing it for impairment as appropriate.

A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The discount is calculated using a risk free rate. The impairment charge is recognised in the income statement.

20

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(ag) General insurance activities (continued)

Actuarial assumptions and methods

Short-Tail Classes

With short-tail classes, there is not a significant delay between the occurrence of the claim and the claim being paid out by the Group. The costs of claims notified to the Group at the balance sheet date are estimated on a case by case basis to reflect the individual circumstances of each claim. The ultimate expected cost of claims is projected from this data by reference to statistics which show how estimates of claims incurred in previous periods have developed over time to reflect changes in the underlying estimates of the cost of notified claims and late notifications.

Liability

Claims estimates for the Group’s liability business are derived from analysis of the results of several different actuarial methods. Ultimate numbers of claims are projected based on the past reporting patterns. Payments experience is analysed based on averages paid per claim incurred and averages paid per claim finalised. Historic case estimate development is also used to develop a model of future payments. The resulting average claim sizes from these models are analysed, along with the loss ratios and other statistics, in order to determine a final estimate of outstanding claims.

Claims inflation is incorporated into the resulting projected payments, either explicitly or implicitly, to allow for both general economic inflation as well as any superimposed inflation detected in the modelling of payments experience. Superimposed inflation arises from non-economic factors such as developments of legal precedent.

Projected payments are discounted to allow for the time value of money. The liability class of business is also subject to the emergence of new types of latent claims, but no specific allowance is included for this as at the balance sheet date.

The following assumptions have been made in determining the outstanding claims liabilities:

2007 2006 2007 2006
Short-Tail Short-Tail Liability Liability
Discount Rate 6.5% 6.0% 6.5% 6.0%
Discount Mean Term (Years) 0.35 0.31 2.55 2.57
Claims Handling Expense Ratio 5.0% 5.0% 6.0% 6.0%
Ultimate Gross Loss Ratio Latest Accident Year 73% 80% 47% 47%

Process Used to Determine Assumptions

A description of the processes used to determine these assumptions is provided below:

  • Average Weighted Term to Settlement

The average weighted term to settlement is calculated separately by class of business based on historic settlement patterns.

  • Expense Rate

Claims handling expenses are calculated by reference to past experience of claims handling costs as a percentage of past payments.

  • Discount Rate

Discount rates derived from market yields on Commonwealth Government securities as at the balance date have been adopted.

Sensitivity Analysis - Insurance Contracts

(i) Summary

The Group conducts sensitivity analyses to quantify the exposure to risk of changes in the underlying variables. The valuations included in the reported results are calculated using certain assumptions about these variables as disclosed below. The movement in any key variable will impact the performance and equity of the Group. The tables below describe how a change in each assumption will affect the insurance liabilities and show an analysis of the sensitivity of the level of liabilities to changes in these assumptions net of reinsurance.

21

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(ag) General insurance activities (continued)

Variable Impact on Current Year Results of Movement in Variable
Average Weighted Term to Settlement A decrease in the average term to settlement rates would lead to more claims being
paid sooner than anticipated. Expected payment patterns are used in determining
the outstanding claims liability. An increase or decrease in the average weighted
term would have an opposing impact on the liabilities.
Expense Rate An estimate for the internal costs of handling claims is included in the outstanding
claims liability. An increase or decrease in the expense rate assumption would have
a corresponding impact on the liabilities.
Discount Rate The outstanding claims liability is calculated by reference to expected future
payments. These payments are discounted to adjust for the time value of money.
An increase or decrease in the assumed discount rate will have an opposing impact
on total claims expense.

(ii) Impact of Changes In Key Variables 30 June 2007

Variable Change in Variable Net Outstanding Claims Liabilities
Increase/(Decrease)
Total Portfolio $’000
Recognised Amounts per the Financial Statements (note 28) 85,425
Discount Rate +1.0% p.a. (1,036)
-1.0% p.a. 1,079
Discount Mean Term (Years) +0.5 years (2,648)
-0.5 years 2,733
Claims Handling Expense Rate +1.0% 1,573
-1.0% (1,573)

The reconciliation of the movement in outstanding claims liabilities and the claims development table have been presented on a net of reinsurance and other recovery basis to give the most meaningful insight into the impact on the income statement.

Insurance contracts - risk management policies and procedures

The financial condition and operation of the Group are affected by a number of key risks including insurance risk, interest rate risk, currency risk, credit risk, market risk, liquidity risk, financial risk, compliance risk and operational risk.

Objectives in Managing Risks Arising from Insurance Contracts and Policies for Mitigating those Risks

The Group has the objective to control insurance risk thus reducing the volatility of operating profits. In addition to the inherent uncertainty of insurance risk, which can lead to significant variability in the loss experience, profits from insurance business are affected by market factors, particularly competition and movements in asset values. Short-term variability is, to some extent, a feature of insurance business.

In accordance with Prudential Standards GPS220 Risk Management for General Insurers and GPS230 Reinsurance Arrangements for General Insurers issued by the Australian Prudential Regulation Authority (APRA), the Group’s insurance businesses have developed, implemented and maintained a sound and prudent Risk Management Strategy (RMS) and Reinsurance Management Strategy (REMS).

The RMS and REMS identify the policies and procedures, processes and controls that comprise its risk management and control systems. These systems address all material risks, financial and non-financial, likely to be faced by the Group. Annually, the Group’s insurance businesses certifies to APRA that adequate strategies have been put in place to monitor those risks, that the Group has systems in place to ensure compliance with legislative and prudential requirements and that the Group’s insurance businesses have satisfied itself as to the compliance with RMS and REMS.

The RMS and REMS have been approved by both the Board of Elders Insurance Limited and APRA. Key aspects of the processes established in the RMS to mitigate risks include:

  • The maintenance and use of sophisticated management information systems, which provide up to date, reliable data on the risks to which the business is exposed at any point in time.

  • Actuarial models, using information from the management information systems, are used to calculate premiums and monitor claims patterns. Past experience and statistical methods are used as part of the process.

  • Documented procedures are followed for underwriting and accepting insurance risks.

22

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

  • (ag) General insurance activities (continued)

  • Natural disasters such as bushfires are more challenging to manage. The Group monitors exposure to such risks through special modelling techniques involving the collation of data on weather patterns which support decisions on limiting exposure.

  • Reinsurance is used to limit the Group’s exposure. When selecting a reinsurer, the Group only consider those companies that provide high security using rating information from the public domain or gathered through internal investigations.

  • In order to limit concentrations of credit risk in purchasing reinsurance the Group has regard to existing reinsurance assets and seeks to limit excess exposure to any single reinsurer or group of related reinsurers.

  • The mix of assets in which the Group invests is driven by the nature and term of the insurance liabilities. The management of assets and liabilities is closely monitored to attempt to match the maturity dates of assets with the expected pattern of claim payments.

Terms and Conditions of Insurance Business

The terms and conditions attaching to insurance contracts affect the level of insurance risk accepted by the Group. The majority of direct insurance contracts written are entered into on a standard form basis. There are no special terms and conditions that have a material impact on the financial statements.

Concentration of Insurance Risk

The Group’s exposure to concentrations of insurance risk is mitigated by a diversified portfolio. Specific processes for monitoring identified key concentrations are set out below.

==> picture [502 x 13] intentionally omitted <==

----- Start of picture text -----

Risk Source of Concentration Risk Management Measures
----- End of picture text -----

Risk Source of Concentration Risk Management Measures
Natural Catastrophes Properties concentrated in regions The Group’s underwriting strategy
that are subject to: requires individual risk premiums to
• Earthquakes be differentiated in order to reflect the
• Bushfires higher loss frequency in particular
• Cyclones geographical areas.
• Hail Storms
The Group has modelled aggregated risk
by postcode using commercially available
catastrophe models. The Group’s
exposure data across the Australian
portfolio encompasses all fire risks.
Based on the probable maximum loss
per the models, the Group purchases
catastrophe reinsurance cover to limit
exposure to any single event.

(ah) Income tax

Income tax disclosed in the income statement comprises of current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at balance date, and any adjustments to tax payable in respect of previous years.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

  • except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

  • in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

23

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(ah) Income tax (continued)

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax assets and unused tax losses can be utilised:

  • except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

  • in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

(ai) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

  • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

  • receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(aj) Foreign currency translation

Both the functional and presentation currency of Futuris Corporation Limited and its Australian subsidiaries is Australian dollars (AUD).

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

All exchange differences in the consolidated financial report are taken to the income statement with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the income statement. Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

As at the reporting date the assets and liabilities of overseas subsidiaries are translated into the presentation currency of Futuris Corporation Limited at the rate of exchange ruling at the balance sheet date, and the income statements are translated at the weighted average exchange rates for the period.

The exchange differences arising on the retranslation are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the income statement.

(ak) Derivative financial instruments

The Group uses derivative financial instruments to manage its exposure to foreign exchange, commodity price and interest rate risks. Such derivative financial instruments are stated at fair value.

The fair value of derivative financial instruments is determined by reference to quoted market prices. Where a quoted market price is not available, the fair value is the estimated amount the consolidated entity would receive or pay to terminate the derivative financial instrument taking into account available market information.

24

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(ak) Derivative financial instruments (continued)

The gain or loss arising from changes in fair value is recognised immediately in the income statement, unless the derivative qualifies for hedge accounting, in which case the accounting treatment is set out below.

For the purposes of hedge accounting, hedges are classified as either fair value hedges when they hedge the exposure to changes in the fair value of a recognised asset or liability; or cash flow hedges where they hedge exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a forecasted transaction.

In relation to fair value hedges which meet the conditions for special hedge accounting, any gain or loss from re-measuring the hedging instrument at fair value is recognised immediately in the income statement.

Any gain or loss attributable to the hedged risk on re-measurement of the hedged item is adjusted against the carrying amount of the hedged item and recognised in the income statement. Where the adjustment is to the carrying amount of a hedged interestbearing financial instrument, the adjustment is amortised to the income statement such that it is fully amortised by maturity.

In relation to cash flow hedges to hedge firm commitments which meet the conditions for special hedge accounting, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in equity and the ineffective portion is recognised in the income statement.

When the hedged firm commitment results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated gains or losses that had previously been recognised in equity are included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability.

For all other cash flow hedges, the gains or losses that are recognised in equity are transferred to the income statement in the same year in which the hedged firm commitment affects the net profit and loss, for example when the future sale actually occurs.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss recognised in equity is kept in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement.

(al) Derecognition of financial assets and financial liabilities

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when:

  • the rights to receive cash flows from the asset have expired;

  • the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or

  • the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration received that the Group could be required to repay.

When continuing involvement takes the form of a written and/or purchased option (including a cash-settled option or similar provision) on the transferred asset, the extent of the Group’s continuing involvement is the amount of the transferred asset that the Group may repurchase, except that in the case of a written put option (including a cash-settled option or similar provision) on an asset measured at fair value, the extent of the Group’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement.

25

Notes to the Financial Statements for the year ended 30 June 2007

Note 2 Statement of Significant Accounting Policies (continued)

(am) Business combinations

The purchase method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the combination. Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and calculation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of the business combination over the fair value of the Group’s share of the identifiable net assets acquired is recognised as goodwill. If the cost of acquisition is less than the Group’s share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the income statement, but only after reassessment of the identification and measurement of the net assets acquired.

Where settlement of any part of the 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 entity’s incremental borrowing rate, being the rate at which similar borrowing could be obtained from an independent financier under comparable terms and conditions.

(an) Non-current assets and disposal groups held for sale and discontinued operations

Non-current assets and disposal groups are classified as held for sale and measured at the lower of their carrying amount and fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction. They are not depreciated or amortised. For an asset or disposal group to be classified as held for sale, it must be available for immediate sale in its present condition and its sale must be highly probable.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of de-recognition.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the income statement.

26

Notes to the Financial Statements for the year ended 30 June 2007

Note 3
Revenue and Expenses
Consolidated Consolidated Parent
2007 2006 2007 2006
Note $000 $000 $000 $000
Sales revenue:
Continuing operations
Sale of goods 1,862,986 2,207,591 - -
Sale of biological assets 450,542 377,301 - -
Commission and other selling charges 540,238 389,330 - -
Construction contract revenue - 504 - -
Insurance premium revenue 28 182,254 164,202 - -
Other sales related income 54,772 37,916 - -
3,090,792 3,176,844 - -
Discontinued operations 43 137,719 178,974 - -
3,228,511 3,355,818 - -
Other revenue:
Continuing operations
Change in fair value of financial assets 15,025 10,224 3,799 10,790
Dividends
- Controlled entities - - 221,850 117,366
- Other persons 404 259 327 -
Other 52,323 33,960 12,361 7,173
67,752 44,443 238,337 135,329
Discontinued operations 43 331 2,095 - -
68,083 46,538 238,337 135,329
Interest revenue:
Continuing operations
- Controlled entities - - 30,121 28,645
- Associated entities 389 398 10 163
- Other persons 13,516 19,812 621 1,580
13,905 20,210 30,752 30,388
Discontinued operations 43 74 - - -
13,979 20,210 30,752 30,388
Other expenses:
Continuing operations
Distribution expenses 418,239 412,514 - -
Marketing expenses 26,100 34,742 - -
Occupancy expenses 11,692 13,052 1,247 972
Administrative expenses 101,985 106,677 20,624 18,395
Insurance claims & related expenses 165,680 150,148 - -
Other expenses 70,371 80,288 216,911 2,749
794,067 797,421 238,782 22,116
Discontinued operations 43 8,474 8,513 - -
802,541 805,934 238,782 22,116
Depreciation and amortisation:
Property, plant and equipment 29,593 26,579 33 31
Leased assets 1,563 1,518 - -
Design and development 4,576 7,863 - -
Patents, trademarks and other 1,857 767 - -
37,589 36,727 33 31

27

Notes to the Financial Statements for the year ended 30 June 2007

Note 3
Revenue and Expenses(continued)
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Finance costs:
Interest expense - other persons 58,347 65,635 35,125 43,761
Interest expense - controlled entities - - - 250
Finance lease charges 727 875 - -
Other finance costs 2,296 2,759 1,926 1,699
61,370 69,269 37,051 45,710
Less borrowingcosts capitalised (note 2(g)) (7,367) (10,098) - -
54,003 59,171 37,051 45,710
Specific net gains and (expenses):
Profit on sale of non current assets
- Property, plant and equipment 2,993 4,230 - -
- Profit on sale of investments 3,225 1,622 3,370 -
- Profit on sale of controlled entity - 1,421 - -
6,218 7,273 3,370 -
Telecommunications bid and establishment costs (9,566) - - -
Caversham sale 8,920 - (76,952) -
Hi-Fert acquisition benefit - 10,400 - -
Redundancies and restructuring costs - Automotive - (8,800) - -
Write down of Westralia Property Trust (share of equity loss) - (1,931) - -
(646) (331) (76,952) -
Employee benefit expense
- Wages and salaries (277,774) (273,551) (5,318) (5,304)
- Post employment benefits including superannuation (25,005) (26,713) (244) (512)
- Workers compensation (5,173) (4,866) (117) (55)
- Share based payments (4,212) (3,371) (770) (73)
(312,164) (308,501) (6,449) (5,944)
Impairment losses (7,714) - - -
Impairment reversals 7,445 - - -
(269) - - -
Discount on acquisitions - gain 4,100 - - -
Redundancies and restructuring costs (11,732) - - -
Research and development costs charged directly to expenses - (200) - -
Operating leases - minimum lease payments (60,151) (60,299) (796) (972)
Foreign exchange net gains/(losses) (436) 1,444 - -
Provision for doubtful debts and bad debts written off 1,315 (978) - -

28

Notes to the Financial Statements for the year ended 30 June 2007

Note 4
Income Tax
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
(a) Major components of income tax expense are:
Income Statement
Current income tax
Current income tax charge/(benefit) 15,812 6,609 (66,304) (7,850)
Reconciliation to tax returns (5,877) (4,312) (5,177) (6,156)
Deferred income tax
Origination and reversal of temporary differences 10,610 19,149 (2,750) 997
Income tax expense/(benefit) reported in income statement 20,545 21,446 (74,231)
(13,009)
Statement of Changes in Equity
Deferred income tax
Net loss on revaluation of cash flow hedges (2,624) (2,319) (2,624) (2,319)
Net gain on revaluation of land & buildings - 8,558 - -
Netgain on fair value revaluations of associate’s land and buildings (Note 2 (a))(36,806) - - -
Income tax expense/(benefit) reported in equity (39,430) 6,239 (2,624) (2,319)
(b) A reconciliation of income tax expense applicable to accounting
profit before income tax at the statutory income tax rate to income
tax expense at the Group’s effective income tax rate is as follows:
Accounting profit/(loss) before tax from:
- Continuing Operations 93,559 98,902 (2,331) 96,946
- DiscontinuingOperations 30,470 18,959 - -
Total Accounting profit/(loss) before tax 124,029 117,861 (2,331) 96,946
Income tax expense/(benefit) at 30% (2006: 30%) 37,209 35,358 (699) 29,084
Reconciliation to tax returns (5,877) (4,312) (5,177) (6,156)
Share of associate (profits)/losses (8,405) (14,756) (3,526) 284
Non assessable (profits)/losses (2,636) - - 378
Non deductible depreciation and amortisation 993 601 - 31
Non deductible other expenses 248 1,032 32 1,155
Concessional deductions (500) (140) - -
Non assessable dividends - - (66,555) (35,210)
Employee Share Plan 1,577 880 713 -
Other (2,064) 2,783 981 (2,575)
Income tax expense/(benefit) as reported in income statement 20,545 21,446 (74,231)
(13,009)
Aggregate Income tax expense is attributable to:
- Continuing Operations 11,610 16,234 (74,231) (13,009)
- DiscontinuingOperations 8,935 5,212 - -
20,545 21,446 (74,231)
(13,009)
Current tax payable 61,341 26,100 21,437 17,189

29

Notes to the Financial Statements for the year ended 30 June 2007 Notes to the Financial Statements for the year ended 30 June 2007
Note 4
Income Tax(continued)
Balance Sheet Income Statement
2007 2006 2007 2006
$000 $000 $000 $000
Deferred income tax at 30 June relates to the following:
Consolidated
Deferred income tax liabilities
Revaluations of investment properties to fair value (4,508) (326) - 346
Revaluations of associate’s assets - (36,756) - -
Revaluations of foreign exchange contracts (cash flow hedges) to fair value (2,089) 2,438 1,903 (119)
Deferred expenses (742) (11,503) (575) 9,532
Shares in associated entities (3,748) (3,849) (101) 3,849
Exchange rates to fair value (3,957) (1,032) 2,925 882
Non-assessable accrued income (7,948) (19,061) (9,320) 10,653
Forestry assets (standing timber) (4,010) (1,913) 2,097 104
Plant and equipment temporary differences (5,532) (7,505) 4,077 6,980
Prepayments (170) 4,155 4,325 (4,280)
Research and development (12,192) (10,599) 1,593 (2,479)
Other debtors - (5,309) (1,328) 5,145
Other (12,969) (11,181) 2,380 4,884
Gross deferred income tax liabilities (57,865) (102,441) 7,976 35,497
Deferred income tax assets
Losses available to offset against future taxable income 20,972 23,226 2,254 (4,171)
Provision for employee entitlements 16,685 19,128 2,443 1,134
Other provisions 15,585 16,106 521 (9,515)
Forestry product investment income 12,068 11,545 (523) 4,492
Accrued expenditure 1,107 1,621 514 (355)
Deferred borrowing costs 1,156 1,141 (15) (1,141)
Other capitalised expenses 2,065 1,056 (1,009) (431)
Other 10,175 2,852 (1,551) (6,361)
Gross deferred income tax assets 79,813 76,675 2,634 (16,348)
Deferred income tax charge 10,610 19,149
Parent
Deferred income tax liabilities
Unrealised gain on financial instruments (2,383) - 2,383 -
Other debtors 1,095 - (1,095) -
Shares in associated entities 284 - (284) -
Other (7,187) - (2,568) -
Gross deferred income tax liabilities (8,191) - (1,564) -
Deferred income tax assets
Accrued expenditure (468) 26 494 (26)
Deferred borrowing costs 1,156 1,314 158 (478)
Prepayments 1,374 1,565 191 1,565
Other debtors - (64) (64) (64)
Provisions 2,100 - (2,100) -
Other 1,623 - 135 -
Gross deferred income tax assets 5,785 2,841 (1,186) 997
Deferred income tax charge (2,750) 997

30

Notes to the Financial Statements for the year ended 30 June 2007

Note 4 Income Tax (continued)

Estimated deferred tax assets attributable to tax losses not recognised in the financial statements of $14,644,000 (2006: $34,524,000) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose.

At 30 June 2007, there is no recognised or unrecognised deferred income tax liability (2006: $Nil) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries, associates or joint venture, as the Group has no liability for additional taxation should these amounts be remitted.

Tax Consolidation

Futuris and its 100% owned subsidiaries are in a tax consolidated group. Members of the group have entered into a tax sharing arrangement in order to allocate income tax expense to wholly owned subsidiaries.

Wholly owned Australian subsidiaries are required to make contributions to the head entity for tax liabilities and deferred tax balances arising from external transactions occurring after the implementation of tax consolidations. The contributions are calculated as a percentage of taxable income as if each subsidiary is a stand alone entity. Contributions are payable following payment of the liabilities by Futuris. The assets and liabilities arising under the tax funding agreement are recognised as intercompany assets and liabilities with a consequential adjustment to income tax expense or benefit.

In addition the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations or upon leaving the Group.

The head entity of the tax consolidated group is Futuris Corporation Limited.

Note 5
Receivables
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Current
Trade debtors (a) 415,036 448,121 - -
Allowance for doubtful debts (11,082) (12,895) - -
403,954 435,226 - -
Amounts receivable from:
- controlled entities - - 1,502,079 1,395,933
- associated entities 30,416 33,764 914 -
30,416 33,764 1,502,993 1,395,933
Finance debtors 842 1,344 - -
Provision for doubtful debts - - - -
842 1,344 - -
Reinsurance and other recoveries receivable 60,182 58,116 - -
Deferred settlements 74,163 - - -
Other receivables 66,546 67,911 44,920 1,934
Allowance for non-recovery (2,638) (1,795) - -
63,908 66,116 44,920 1,934
633,465 594,566 1,547,913
1,397,867
Non Current
Reinsurance and other recoveries receivable 31,081 27,287 - -
Deferred settlements 31,772 20,630 - -
Other receivables 91,821 73,676 - -
Allowance for non recovery - (1,065) - -
91,821 72,611 - -
Amounts receivable from associated entities 35,636 33,119 5,229 6,089
190,310 153,647 5,229
6,089

(a) Included in trade debtors is $106,353,000 (2006: $95,147,000) which is subject to credit insurance with various terms and conditions.

31

Notes to the Financial Statements for the year ended 30 June 2007

Note 5 Receivables (continued)

Trade receivables are non interest bearing and are generally on 30 to 90 day terms. An allowance for doubtful debts is made when there is objective evidence that a trade receivable is impaired. A provision recovery of $1,430,000 (2006: allowance of $517,000) has been recognised in the Income statement for the current year for specific debtors for which such evidence exists. These amounts have been measured as the difference between the carrying amount of the trade receivables and the estimated future cash flows expected to be received.

For terms and conditions relating to related party receivables refer to note 36.

Details regarding the effective interest rate and credit risk of non-current receivables is disclosed in note 38.

Note 6
Livestock
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Fair value at start of the period (note 2(h)) 71,898 61,400 - -
Purchases during the year 220,777 288,223 - -
Cost of sales during the year (235,192) (281,413) - -
Fair value increment/(decrement) in period (2,362) 3,688 - -
Fair value at the end of the period 55,121 71,898 - -

At balance date 50,546 head of beef cattle (2006: 60,316) and 1,465 sheep (2006: nil) are included in livestock.

Note 7
Forestry
Fair value at start of the period (note 2(i)) 17,164 13,940 - -
Purchases during the year 1,172 1,371 - -
Costs incurred in respect of forestry plantations 1,448 311 - -
Harvest - (1,640) - -
Fair value increment/(decrement) in period 1,637 3,182 - -
Fair value at the end of the period 21,421 17,164 - -

Physical quantity of forestry plantations at the end of the year of 6,295 hectares (2006: 5,294).

Note 8 Inventories
Current
Raw materials and bulk stores - at net realisable value 76,223 49,809 - -
Work in progress - at cost 37,745 184,031 - -
Finished goods - at net realisable value 217,080 200,665 - -
- at fair value less cost to sell (i) 26,930 16,949 - -
244,010 217,614 - -
357,978 451,454 - -
Non Current
Properties held for development - at cost 1,638 33,814 - -

(i) The Group’s commodities are measured at fair value less costs to sell.

Inventory write-downs recognised as an expense totalled $213,000 (2006: $Nil) for the Group and $Nil for the parent entity (2006: $Nil).

32

Notes to the Financial Statements for the year ended 30 June 2007 Notes to the Financial Statements for the year ended 30 June 2007
Note 9
Held for Trading Financial Assets
Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Listed shares, at fair value - 20,341 - 20,156
Note 10
Derivative Financial Instruments
Asset
Forward exchange contracts 3,031 4,694 - -
Interest rate swaps - 402 - -
3,031 5,096 - -
Liability
Forward exchange contracts 41,731 30,881 40,589 29,158

For financial risk management policies of the Group, refer to note 38.

Note 11 Other Financial Assets

Note 11
Other Financial Assets
Unlisted investments - available for sale:
Other entities, at cost * 38,736 5,662 60 60
Controlled entities, at cost - - 212,847 224,364
Provision for diminution - - (8,315) (8,315)
38,736 5,662 204,592 216,109
  • These investments are measured at cost as fair value cannot be reliably measured, due to the equity instruments not being traded in a liquid market environment.

Note 12 Interests in Associates and Joint Ventures

Associates
- listed 297,163 356,159 - -
- unlisted 149,490 124,897 2,319 1,045
446,653 481,056 2,319 1,045
Joint ventures
- unlisted 129,497 117,763 91,320 85,650
576,150 598,819 93,639 86,695

33

Notes to the Financial Statements for the year ended 30 June 2007

Note 12 Interests in Associates and Joint Ventures (continued)

(a) Interests In Associates

  • (i) Details of material interests in associated entities are as follows:
Name of Principal activity of Balance date Ownership Consolidated Entity
Associate Associate of Associate Interest Investment
2007 2006 2007 2006
% % $000 $000
Air International Thermal (US)
Holdings Inc (1) Automotive 31 Dec 35 35 2,740 2,351
Air International Thermal
(Belgium) NC (2) Automotive 31 Dec 35 35 - -
Futuris Automotive Interiors
(Anhui) Company Ltd Automotive 31 Dec 70 - 14,586 -
Amcom Ltd Telecommunications 30 Jun 49 30 44,474 14,791
Australian Agricultural
Company Ltd Beef production 31 Dec 43 43 130,158 257,244
AWH Pty Ltd (formerly Australian
Wool Handlers Pty Ltd) Wool processing 30 Jun 50 50 38,287 37,885
Forest Enterprises Australia Ltd Forestry 30 Jun 31 27 85,473 50,272
Hi-Fert Pty Ltd Fertiliser 30 Jun 50 50 62,619 66,416
Westralia Property Trust Ltd Property Management 30 Jun 49 49 21,378 20,571
Webster Ltd Agribusiness 30 Jun 27 25 15,721 13,281
Other - non strategic investments 31,217 18,245
446,653 481,056

All associates other than (1) & (2) are Australian resident companies.

Air International Thermal (US) Holdings Inc is incorporated in the USA and Air International Thermal (Belgium) NC is incorporated in Belgium.

Futuris Automotive Interiors (Anhui) Company Ltd is considered a jointly controlled entity due to the control provided in the shareholders’ agreement to the minority parties.

There were no impairment losses relating to any investments in associates.

Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
(ii) Share of associates’ profit or loss
Revenue 832,466 1,031,219 7,022 6,447
Profit before income tax 31,621 42,868 681 (1,128)
Income tax (expense)/benefit (6,777) (8,554) 362 183
Profit after income tax 24,844 34,314 1,043 (945)
Outside minority equity interests (1,503) (603) - -
Share of net results of associates 23,341 33,711 1,043 (945)

34

Notes to the Financial Statements for the year ended 30 June 2007

Note 12 Interests in Associates and Joint Ventures (continued)

(a) Interests In Associates (continued)

Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
(iii) Share of associates’ balance sheet
Current assets 389,012 318,287 2,899 3,513
Non-current assets 751,904 578,743 711 1,375
1,140,916 897,030 3,610 4,888
Current liabilities 253,339 192,762 583 703
Non-current liabilities 303,350 263,046 65 3,140
556,689 455,808 648 3,843
Net assets 584,227 441,222 2,962 1,045
(iv) Commitments and contingent liabilities
Share of associates’ capital expenditure commitments (contracted) 2,644 281 - -
Share of associates’ operating lease commitments 56,146 77,637 - -
Share of associates’ contingent liabilities 1,414 - - -

(b) Interests in Joint Ventures

The Group holds a 50% interest in Elders Rural Bank Limited whose principal activity is the provision of rural financial services. Elders Rural Bank Limited is controlled jointly by the parent entity and Bendigo Bank Limited. As Elders Rural Bank Limited is jointly controlled, the assets, liabilities and result of Elders Rural Bank Limited are not consolidated by the Group.

Consolidated Consolidated
2007 2006
$000 $000
(i) Summary of balance sheet of Elders Rural Bank Limited
Finance receivables 3,240,992 2,840,359
Other assets 529,834 472,793
Total assets 3,770,826 3,313,152
Finance deposits 3,230,799 2,892,456
Other liabilities 281,525 189,795
Total liabilities 3,512,324 3,082,251
Net assets 258,502 230,901
Share of net assets 129,251 115,450
(ii) Summary of share of profit of Elders Rural Bank Limited
Profit before income tax 25,888 22,436
Tax expense (7,761) (6,360)
18,127 16,076
Timing variance in origination fees recognised, due to dissimilar accounting policies (263) (600)
Share of net results 17,864 15,476
(iii) Share of commitments and contingent liabilities 20 237

35

Notes to the Financial Statements for the year ended 30 June 2007

Note 13
Property, Plant and Equipment
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Freehold land - cost 15,141 10,767 - -
Buildings
Cost 29,741 18,689 11 11
Accumulated depreciation and impairment (4,277) (3,956) - -
25,464 14,733 11 11
Leasehold improvements
Cost 30,713 27,352 174 145
Accumulated amortisation and impairment (12,889) (11,273) (149) (143)
17,824 16,079 25 2
Plant and equipment (owned)
Cost 376,514 361,634 842 869
Accumulated depreciation and impairment (256,437) (255,261) (570) (632)
120,077 106,373 272 237
Plant and equipment (leased)
Cost 11,599 11,676 - -
Accumulated amortisation and impairment (3,474) (1,945) - -
8,125 9,731 - -
Livestock Carrier
Cost 27,142 26,089 - -
Accumulated depreciation and impairment (5,966) (556) - -
21,176 25,533 - -
Assets under construction - cost 12,641 15,129 - -
Total property, plant and equipment 220,448 198,345 308 250

Refer to note 18 for interest bearing liabilities secured by property, plant and equipment.

36

Notes to the Financial Statements for the year ended 30 June 2007

Note 13
Property, Plant and Equipment(continued)
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Reconciliations of the carrying amounts for each class of property,
plant and equipment are set out below:
Freehold land
Carrying amount at beginning of year 10,767 11,620 - -
Additions 3,859 5,772 - -
Disposals (257) (5,144) - -
Transfers 772 (1,481) - -
Carrying amount at end of year 15,141 10,767 - -
Buildings
Carrying amount at beginning of year 14,733 17,665 11 11
Additions 9,403 1,457 - -
Disposals (678) (3,646) - -
Depreciation (1,376) (1,237) - -
Impairment (400) - - -
Exchange fluctuation 1,530 4,066 - -
Transfers 2,252 (3,572) - -
Carrying amount at end of year 25,464 14,733 11 11
Leasehold improvements
Carrying amount at beginning of year 16,079 16,536 2 3
Additions 4,536 4,018 28 1
Disposals (130) (33) - -
Amortisation (2,252) (1,893) (5) (2)
Transfers (409) (2,549) - -
Carrying amount at end of year 17,824 16,079 25 2
Plant and equipment
Carrying amount at beginning of year 106,373 92,840 237 224
Additions 24,469 21,120 115 42
Acquisition through entity acquired - 127 - -
Disposals (13,727) (6,044) (52) -
Depreciation (23,590) (22,886) (28) (29)
Reversal of impairment/(impairment) 6,458 (1,494) - -
Transfers to Investment properties (2,666) - - -
Transfers 25,985 20,737 - -
Exchange fluctuation (3,225) 1,973 - -
Carrying amount at end of year 120,077 106,373 272 237
Leased plant and equipment
Carrying amount at beginning of year 9,731 9,968 - -
Additions 388 5,886 - -
Disposals (26) (220) - -
Transfers (405) (4,378) - -
Amortisation (1,563) (1,525) - -
Carrying amount at end of year 8,125 9,731 - -

37

Notes to the Financial Statements for the year ended 30 June 2007

Note 13
Property, Plant and Equipment(continued)
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Livestock Carrier
Carrying amount at beginning of year 25,533 30,002 - -
Additions 1,053 1,189 - -
Depreciation (2,375) (556) - -
Impairment (3,035) - - -
Disposals - (5,102) - -
Carrying amount at end of year 21,176 25,533 - -
Assets under construction
Carrying amount at beginning of year 15,129 18,901 - -
Additions 14,436 7,997 - -
Disposals (1,150) - - -
Exchange fluctuation (19) - - -
Transfers (15,755) (11,769) - -
Carrying amount at end of year 12,641 15,129 - -

The Directors have assessed the valuation of land, building and leasehold improvements on the basis of the open market value of the assets exchanged between a knowledgeable buyer and seller.

The aggregate fair value ascribed by Directors is not materially different to the current recorded carrying values at cost.

Note 14 Investment Properties

Land and buildings held for investment
Directors Valuation 248,257 192,591 - -
Land and buildings held for investment - at fair value
Carrying amount at beginning of year 192,591 101,140 - -
Transfer from other property, plant, equipment 2,666 - - -
Fair value adjustments, net 15,025 (627) - -
Acquisition of investment properties 47,003 117,921 - -
Disposal of investment properties (3,540) (26,190) - -
Foreign exchange variation (5,488) 347 - -
Carrying amount at end of year 248,257 192,591 - -

The fair value represents the amount at which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction at the date of valuation, in accordance with Australian Valuation Standards.

Plantations are initially measured at cost, including transaction costs. When sub-leases are granted under managed investment schemes to Growers, the basis of valuation is changed to fair value. The following basis is used to assess fair value at each balance date:

  • current market value of land is assessed;

  • land price increases estimated to year after harvest at 2% (2006: 0.5%) real increase;

  • expected future receivables from rental income are assessed;

  • cash flows are discounted at 9%.

Land and buildings are stated at fair value, which has been determined based on valuations performed by Robert C Spiess as at 30 June 2006. Robert C Spiess are independent, certified property valuers and developers.

38

Notes to the Financial Statements for the year ended 30 June 2007

Note 15
Intangibles
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Patents, trade marks and licences - (gross carrying amount) 16,254 10,475 - -
Accumulated amortisation and impairment (7,011) (1,137) - -
Net carrying amount 9,243 9,338 - -
Goodwill - (gross carrying amount) 206,199 201,922 - -
Accumulated impairment (9,501) (3,502) - -
Net carrying amount 196,698 198,420 - -
Brand names - (gross carrying amount) 60,400 60,400 - -
Development costs, rent roll & other - (gross carrying amount) 22,714 2,748 - -
Accumulated amortisation and impairment (732) (265) - -
Net carrying amount 21,982 2,483 - -
Total intangibles 288,323 270,641 - -
Reconciliation of movement:
Patents, trade marks and licences
As at 1 July 9,338 7,165 - -
Additions 3,427 2,695 - -
Disposal /Transfers (1,956) (21) - -
Amortisation/Impairment (1,566) (501) - -
As at 30 June 9,243 9,338 - -
Goodwill
As at 1 July 198,420 147,925 - -
Acquisition of subsidiary - 25,881 - -
Additions 2,457 26,682 - -
Impairment (3,311) (1,166) - -
Disposal /Transfers (868) (902) - -
As at 30 June 196,698 198,420 - -
Brand names
As at 1 July 60,400 60,400 - -
As at 30 June 60,400 60,400 - -
Development costs, rent rolls and other
As at 1 July 2,483 539 - -
Additions 20,476 2,209 - -
Disposal /Transfers (686) - - -
Amortisation/Impairment (291) (265) - -
As at 30 June 21,982 2,483 - -

Refer Note 2 (o) and (p) for the accounting policy in relation to goodwill and other intangible assets.

Goodwill acquired through business combinations and acquisitions has been allocated to the respective cash generating unit (CGU) for impairment testing based on a value in use calculation.

The discount rate applied to the cash flow projections is 14.1% pre-tax (2006: 13.6%).

39

Notes to the Financial Statements for the year ended 30 June 2007

Note 16
Other Assets
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Current
Insurance deferred acquisition costs 25,373 20,780 - -
Reinsurance premium ceded 67,616 64,929 - -
Deferred expenses 3,744 6,483 - -
Prepayments 15,848 15,382 - 145
112,581 107,574 -
145
Non Current
Deferred design and development expenditure
- as at 1 July 59,153 53,257 - -
- current period costs 5,783 5,896 - -
64,936 59,153 - -
Accumulated amortisation (38,083) (33,507) - -
26,853 25,646 -
-
Note 17
Payables
Current
Trade creditors (i) 486,837 450,862 - -
Other creditors and accruals 186,288 324,225 11,818 136,296
Unearned insurance premium 168,443 162,292 - -
Unearned forestry income 47,999 48,378 - -
Loans from controlled entities (ii) - - 425,501 102,512
889,567 985,757 437,319
238,808

(i) Trade and other creditors are non interest bearing and are normally settled on 30 day terms. (ii) Loans from controlled entities are interest bearing based on commercial rates and repayable on demand.

Note 18 Interest Bearing Liabilities

Current
Bank overdraft - - 33,658 36,165
Secured loans (a) 28,749 130,896 - -
Unsecured loans 99,057 3,940 - -
Lease liabilities (b) 3,575 4,650 - -
Unsecured notes - November 2006 (e) - 95,927 - 95,927
Convertible notes (c) (d) 82,823 - 82,823 -
214,204 235,413 116,481 132,092
Non Current
Secured loans (a) 6,298 9,638 - -
Unsecured loans 100,000 102,002 100,000 100,000
Lease liabilities (b) 4,992 6,065 - -
Convertible notes (c) (d) - 87,588 - 87,588
Unsecured notes (e)
- November 2009 53,233 59,032 53,233 59,032
- November 2014 33,271 36,895 33,271 36,895
- May 2015 156,672 173,742 156,672 173,742
354,466 474,962 343,176 457,257

40

Notes to the Financial Statements for the year ended 30 June 2007

Note 18 Interest Bearing Liabilities (continued)

  • (a) Secured loans are secured by various fixed and floating charges over the assets of the controlled entities concerned.

  • (b) Lease liabilities are secured by a charge over the leased assets.

  • (c) 62,500,000 subordinated unsecured redeemable convertible notes were issued during the 2000 year. These notes have a face value of $2.40 each and bear interest at a coupon of 7% per annum. Interest is payable six monthly in arrears and is due for payment on 1 January and 1 July each year through, until and including, the redemption date of 31 December 2007. The notes are convertible into fully paid ordinary shares of the Company on a 1 for 1.01695 basis at predetermined periods over the term of the note. Ordinary shares issued upon conversion of the notes do not rank for any dividends declared out of profits in respect of any period, which ends on or before the conversion date. The convertible notes will participate in any rights issued by the Company and bonus issues will accrue. Since issue, 5,380,835 of the notes have been converted to equity.

  • (d) With the adoption of AASB139 Financial Instruments: Recognition and Measurement and AASB 132 Financial Instruments: Disclosure and Presentation from 1 July 2005 the convertible notes are disclosed with both a liability and equity component. Refer note 2 (y).

  • (e) Unsecured notes are issued in the United States of America financial markets and are denominated in United States dollars. The notes have been swapped into Australian dollars as noted in Note 38(f). Terms of maturity vary between November 2009 and May 2015 and interest rates vary between 6% and 7.5%. The notes can be repaid at an earlier date by agreement with the respective note holders.

  • (f) Financing arrangements

The Group has access to the following financing facilities with a number of financial institutions.

Consolidated Consolidated Parent Parent
Accessible Drawn Unused Accessible Drawn Unused
$000 $000 $000 $000 $000 $000
2007
Multi-option facility 913,229 574,112 339,117 850,000 278,404 571,596
2006
Multi-option facility 838,829 295,233 543,596 600,000 124,904 475,096
  • $475m (2006: $450m) of the facilities are provided on a rolling three year evergreen basis with annual review and are subject to compliance with various banking covenants.

  • $275m (2006: $50m) of the facilities are provided on a 365 day basis with ability to refresh (current maturity December 2006) and subject to compliance with various banking covenants. A further $100m is available for leasing, contingent instruments, and other facilities.

  • $100m (2006: $100m) of the facilities are provided on a five year bullet basis with ability to refresh (current maturity December 2010) and subject to compliance with various banking covenants.

  • In 2006, Integrated Tree Cropping (ITC), a wholly owned subsidiary, had facilities of $160m available. In 2007 these facilities were cancelled as ITC is now funded through Futuris group facilities.

  • $45.8m (2006: $78.8m) being the balance of the facilities are provided to controlled entities on varying terms.

Note 19
Provisions
Consolidated Parent
2007 2007
$000 $000
Employee entitlements (a)
As at 1 July 78,925 -
Arising during year 17,893 -
Utilised (25,847) -
Unused amounts reversed 979 -
Discount rate adjustment (638) -
As at 30 June 71,312 -

41

Notes to the Financial Statements for the year ended 30 June 2007

Note 19 Provisions(continued) Consolidated Parent
2007 2007
$000 $000
Insurance claims (b)
As at 1 July 165,724 -
Arising during year 213,296 -
Utilised (193,975) -
Discount rate adjustment (688) -
As at 30 June 184,357 -
Warranty (f)
As at 1 July 7,279 -
Arising during year 6,643 -
Utilised (6,368) -
Unused amounts reversed (1,496) -
Discount rate adjustment (61) -
As at 30 June 5,997 -
Restructuring (c)
As at 1 July 816 -
Arising during year 4,207 -
Utilised (212) -
Unused amounts reversed - -
As at 30 June 4,811 -
Redundancy (d)
As at 1 July - -
Arising during year 2,319 -
Utilised - -
Unused amounts reversed - -
As at 30 June 2,319 -
Make good provision (e)
As at 1 July 5,008 -
Arising during year 36 -
Utilised - -
Discount rate adjustment 488 -
As at 30 June 5,532 -
Other
As at 1 July 20,223 2,500
Arising during year 21,517 7,000
Utilised (22,571) (2,500)
Unused amounts reversed (626) -
Discount rate adjustment (107) -
As at 30 June 18,436 7,000
Total Current 204,455 7,000
Total Non Current 88,309 -
292,764 7,000

42

Notes to the Financial Statements for the year ended 30 June 2007

Note 19 Provisions (continued)

  • (a) All employee entitlements for parent entity employees are recognised in a controlled entity’s balance sheet.

  • (b) The weighted average term to settlement from balance date of outstanding claims is expected to be less than 12 months. Refer to note 28 for more details about Insurance activities for the Group.

  • (c) A restructuring provision was recognised on acquisition of the BWK Group and relates to expenditure associated with plant closures.

  • (d) A redundancy provision was recognised by the Group in relation to business acquisitions, in accordance with AASB 3 Business Combinations.

  • (e) A make good provision is recorded at the commencement of a lease or operation being the present value of restoration obligations, while the cost of future restoration is capitalised as part of the asset. The capitalised cost is depreciated over the life of the lease or project and the provision is decreased as the discounting of the liability unwinds.

  • (f) A provision is recognised for expected warranty claims on products sold during the last five years, based on past experience of the level of repairs and returns. It is expected that most of these costs will be incurred in the next financial year and all will have been incurred within two years of the balance sheet date. Assumptions used to calculate the provision for warranties were based on current sales levels and current information available about returns based on the two-year warranty period for all products sold.

Note 20
Contributed Equity
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Issued and paid up capital
735,640,128 ordinary shares (2006: 720,911,089) 608,493 577,717 608,493 577,717
Movements during year: 2007 2006
Number $000 Number
$000
Opening balance 720,911,089 577,717 663,243,696
454,420
Conversion of options 1,670,000 2,571 3,910,000
5,646
Share placement, net of costs - - 50,000,000
109,271
Scrip consideration 1,326,335 2,984 2,530,790
5,694
Issued capital, employee share plan 5,451,257 11,542 -
-
Dividend reinvestment plan 2,939,852 5,793 1,226,603
2,686
Convertible notes converted 3,341,595 7,886 -
-
Closing balance 735,640,128 608,493 720,911,089 577,717

Effective 1 July 1998, the Corporations legislation abolished the concepts of authorised capital and par value shares. Accordingly the Company does not have authorised capital nor par value in respect of its issued capital.

Note 21 Convertible Notes Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Issued 54,263 57,384 54,263 57,384

Refer to note 18 for terms and conditions of convertibles notes.

Note 22 Hybrid Equity
Issued and fully paid up 145,151 145,151 145,151 145,151

1,500,000 perpetual, subordinated, convertible unsecured notes (“Hybrids”) were issued in April 2006 at $100 each. If the Board resolves to pay them, distributions will be paid quarterly in arrears on 31 March, 30 June, 30 September and 31 December each year. Distributions are frankable. Until 30 June 2011 (the first remarketing date) the distribution rate will be the 3 month bank bill swap rate plus a margin of 2.20% pa. On a remarketing date, Futuris has discretion to either redeem the Hybrid for cash or convert the Hybrid into ordinary shares. Alternatively, Futuris can accept a one-off step up of 250 bps in margin or pursue a remarketing process to set a new margin.

43

Notes to the Financial Statements for the year ended 30 June 2007

Notes to the Financial Statements for the year ended 30 June 2007 30 June 2007
Note 23
Reserves
Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Asset revaluation reserve
Opening balance 85,880 65,912 - -
Change in recognition of land policy (note 2(a)) (85,880) - - -
Fair value revaluations of associate’s land and buildings
(net of tax) - 24,238 - -
Fair value revaluations of plant and equipment (net of tax) - (4,270) - -
Closing balance - 85,880 - -
Employee equity benefits reserve
Opening balance (21,569) (21,545) 1,122 342
Current year share option expense 2,419 1,906 1,912 995
Current year share plan expense 1,307 3,129 51 73
Other share plan transfers (6,937) (5,059) (659) (288)
Closing balance (24,780) (21,569) 2,426 1,122
Foreign currency translation reserve
Opening balance (4,211) (7,881) 39 -
Currency translation differences (4,151) 3,670 (113) 39
Closing balance (8,362) (4,211) (74) 39
Net unrealised gains reserve
Opening balance (1,648) - (1,648) -
Application of AASB 132 and 139 - 3,748 - 3,748
Cash flow hedge reserve 2,140 (5,396) 3,651 (5,396)
Closing balance 492 (1,648) 2,003 (1,648)
Share of reserve for losses in joint venture
Opening balance 5,391 6,381 - -
Current year movement 4,851 (990) - -
Closing balance 10,242 5,391 - -
Total Reserves (22,408) 63,843 4,355 (487)

Nature and purpose of reserves:

A sset revaluation reserve

The asset revaluation reserve is used to record increases in the fair value of assets held at fair value by the Group or its associates and decreases to the extent that such decreases relate to an increase on the same asset previously recognised in equity. This reserve has been reversed in the current year. Details of this reversal can be found at note 2 (a).

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.

Net unrealised gains reserve

This reserve records fair value changes on available-for-sale investments and the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be an effective hedge.

Employee equity benefits reserve

This reserve is used to record the value of equity benefits (both options and share loans) provided to employees and Directors as part of their remuneration.

Share of reserve for losses in joint venture

Elders Rural Bank (ERB) has APRA reporting requirements for a general provision for credit losses to be recognised directly in equity. The Group therefore is required to recognise the proportionate interest in ERB’s reserve for credit losses directly in equity.

44

Notes to the Financial Statements for the year ended 30 June 2007

Note 24
Retained Earnings
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Retained earnings at the beginning of the financial year 371,367 351,397 73,383 22,743
Application of AASB 132 and AASB 139, 1 July 2005 - 3,684 - 2,377
Net profit attributable to members 100,715 87,439 71,900 109,955
Dividends provided for or paid (74,272) (72,143) (74,272) (61,692)
Movements in equity (refer to Statement of Changes in Equity) (4,851) 990 - -
Retained earnings at the end of the financial year 392,959 371,367 71,011 73,383

Note 25 Dividends

a) Dividends proposed
Fully franked dividend of 5.5¢ per share
(2006: 5¢ per share, fully franked) 40,463 36,046 40,463 36,046
This final dividend was declared by Directors after year end
and is payable on 24 October 2007.
b) Dividends paid during the year
Current year interim
- fully franked dividend of 4¢ per share (2006: 4¢ per share, partly franked) 29,233 26,656 29,233 26,656
Previous year final
- fully franked dividend of 5¢ per share (2006: 5¢ per share, fully franked) 36,160 33,200 36,160 33,200
Hybrid distribution fully franked 8,879 1,836 8,879 1,836
74,272 61,692 74,272 61,692
Subsidiary Equity dividends on ordinary shares:
Dividends paid to external parties during the year
- Fully franked dividend of 5¢ per share paid or provided for
as at 30 June 2006 - 10,451 - -
74,272 72,143 74,272 61,692

c) Franking credit balance

The franked portions of the dividends recommended after 30 June 2007 will be out of existing franking credits or out of franking credits arising from the payment of income tax in the year ended 30 June 2007.

Parent Parent
2007 2006
$000 $000
Franking credits available for subsequent financial years
based on tax rate of 30% (2006: 30%) 33,956 30,597

The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:

(a) franking credits that will arise from the payment of the amount of the provision for income tax;

(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date;

(c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date;

(d) franking credits that may be prevented from being distributed in subsequent financial years; and

(e) franking credits that have been added to the Parent due to the acquisition of Integrated Tree Cropping Ltd.

The impact on the franking account of the dividend recommended by the directors since year end, but not recognised as a liability at year end, will be a reduction in the franking account of: (17,313) (15,448)

45

Notes to the Financial Statements for the year ended 30 June 2007

Notes to the Financial Statements for the year ended 30 June 2007 June 2007
Note 26
MinorityInterests
Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Minority interests comprise interests in the following items:
Contributed equity 7,275 10,338 - -
Retained earnings 764 2,125 - -
8,039 12,463 - -
Note 27
Notes to the Cash Flow Statement
(a) Reconciliation of net profit /(loss) after tax to net cash flows
from operations
Profit/(loss) after income tax expense 103,484 96,415 71,900 109,955
Depreciation and amortisation 37,589 36,727 33 31
Share of associates and joint venture (profit)/loss (41,205) (49,187) (1,043) 945
Dividends from associates 33,843 26,017 11,630 11,800
Dividend from controlled entities - - (221,850) (117,366)
Interest income from controlled entities - - (30,121) (28,645)
Fair value adjustments to financial assets (15,025) (11,867) - (8,485)
Impairment of assets 269 6,289 - -
Movement in provision for:
- doubtful debts (2,035) (1,737) - -
- employee entitlements 4,102 10,902 - -
- redundancy provision - (454) - -
- other provisions 7,372 632 (126) -
Deferred tax asset (3,138) (15,065) (3,402) 32,434
Deferred income tax (7,770) 41,963 6,023 (21,057)
Provision for tax 35,241 (5,497) 4,248 (18,522)
Net profit on sale of non-current assets (6,218) (5,852) (3,370) -
Net profit on sale of controlled entity (8,920) (1,421) 212,911 -
Cost of share based payments 3,726 5,035 1,963 1,068
Other non cash items (13,055) (5,171) - -
Operational cash flow generated 128,260 127,729 48,796 (37,842)
Change in operating assets and liabilities net of effects of
acquisitions and disposals of entities and the consolidation
of controlled entities:
- (Increase)/decrease in receivables and other assets (30,230) (50,493) 1,380 (18,155)
- (Increase)/decrease in inventories (21,145) 71,372 - 5,297
- Increase/(decrease) in payables and accruals 8,140 (21,252) 5,539 9,307
Net cash flows from operating activities 85,025 127,356 55,715 (41,393)
  • (b) Non cash financing and investing activities

During the financial year the following non-cash transactions occurred. These transactions are not reflected in the cash flow statement:

  • the issue of 2,939,852 ordinary shares for the value of $5.8m under the terms of the dividend reinvestment plan

  • (2006: 1,226,603 ordinary shares for $2.7m).

  • receivables of $20.5m were settled by way of conversion into an equity interest in 2007.

46

Notes to the Financial Statements for the year ended 30 June 2007

Note 27
Notes to the Cash Flow Statement(continued)
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Cash And Cash Equivalents
Cash at bank and in hand 243,878 532,940 - -
Short-term deposits 432 4,581 - -
244,310 537,521 - -
Bank overdraft (note 18) - - (33,658) (36,165)
244,310 537,521 (33,658)
(36,165)

Cash at year end includes $176,979,000 (2006: $171,458,000) of insurance cash, the use of which is subject to restrictions in accordance with the Insurance Act and the Insurance (Agents and Brokers) Act. Cash also includes $6,160,000 (2006: $11,020,000) of cash held in trust on behalf of certain controlled entities.

Note 28 Results of Insurance Activities

The summary of financial position below reflects the contribution to the Group of the general insurance activities of Elders Insurance Limited (EIL). EIL is a wholly owned entity of the parent entity and is subject to prudential supervision by the Australian Prudential Regulatory Authority.

Profit from ordinary activities includes the following results from general insurance activities:

Direct premium revenue 316,488 300,881 - -
Outward reinsurance premiums (134,234) (136,679) - -
182,254 164,202 - -
Claims expense (235,901) (242,923) - -
Reinsurance and other recoveries 121,629 135,135 - -
Claims handling costs (6,020) (5,491) - -
Net claims incurred (a) (120,292) (113,279) - -
Underwriting expenses
- Amortisation of deferred acquisition costs (53,747) (23,982) - -
- Recurring acquisition costs (14,156) (11,124) - -
- Other underwriting costs (2,883) (6,543) - -
(70,786) (41,649) - -
Other underwriting revenue 33,107 34,946 - -
Net underwriting result 24,283 44,220 - -
Investment revenue 10,733 9,335 - -
General and administration expenses (11,312) (29,815) - -
Profit from ordinary activities before income tax 23,704 23,740 - -
Income tax (expense) (7,130) (7,188) - -
Net profit 16,574 16,552 - -

47

Notes to the Financial Statements for the year ended 30 June 2007

Note 28 Results of Insurance Activities (continued)

(a) Net claims incurred comprises:

(a) Net claims incurred comprises:
2007 2006
Current Prior Total Current Prior Total
Year Year Year Year
$000 $000 $000 $000 $000 $000
Gross claims incurred and
related expenses - undiscounted (256,333) 12,168 (244,165) (267,833) 14,644 (253,189)
Reinsurance and other recoveries
- undiscounted 131,426 (9,251) 122,175 148,521 (10,969) 137,551
Net claims incurred - undiscounted (124,907) 2,917 (121,990) (119,312) 3,675 (115,638)
Discount and discount movement
- gross claims 7,310 (5,067) 2,243 7,088 (2,313) 4,775
Discount and discount movement
- reinsurance and other recoveries (3,377) 2,832 (545) (3,784) 1,367 (2,416)
Net discount movement 3,933 (2,235) 1,698 3,304 (946) 2,358
Total direct claims incurred (120,974) 682 (120,292) (116,008) 2,729 (113,279)

Process for Determining Risk Margin

The overall risk margin was determined allowing for diversification between different APRA business classes and the relative uncertainty of the outstanding claims estimate for each class. Uncertainty was analysed for each class taking into account potential uncertainties relating to the actuarial models and assumptions, the quality of underlying data used in the models, the general insurance environment and the impact of legislative reform.

The assumptions regarding uncertainty for each class were applied to the net central estimates and the results were aggregated, allowing for diversification in order to arrive at an overall provision which is intended to have a 90% probability of sufficiency.

Risk Margins Applied (Net of Diversification)

Risk Margins Applied (Net of Diversification)
2007 2006
% %
Long Tail Classes 25.7 25.7
Short Tail Classes 13.3 14.1
Overall Margin Allowing for Diversification 18.7 19.2
Consolidated Consolidated
2007 2006
$000 $000
Outstanding Claim Liabilities
Central Estimate 160,824 143,285
Risk Margin 30,941 28,031
Claims Handling Costs 8,134 7,707
199,899 179,023
Discount to Present Value (15,543) (13,299)
Liability For Outstanding Claims 184,356 165,724
Current 122,581 112,766
Non-Current 61,775 52,958
Total Outstanding Claims 184,356 165,724

48

Notes to the Financial Statements for the year ended 30 June 2007

Note 28 Results of Insurance Activities (continued)

Reconciliation of Movement in Net Discounted Outstanding Claims Liability

Consolidated Consolidated
2007 2006
$000 $000
At 1 July 72,928 63,848
Increase in Net Claims Incurred Current Accident Year 120,974 114,252
Movements in Prior Year Claims Provision
- Discount (273) (220)
- Risk Margin - 383
- Other Movements in Prior Year (409) (2,893)
Incurred Claims Recognised in the Income Statement 120,292 111,522
Net Claim Payments 107,795 102,442
At 30 June 85,425 72,928
Note 29
Expenditure Commitments
Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Lease Commitments
Finance leases:
- not later than one year 3,972 4,881 - -
- later than one year but not later than five years 5,717 4,633 - -
- later than five years 208 3,196 -
Minimum lease payments 9,897 12,710 - -
Future finance charges (1,330) (1,995) - -
Lease liabilities 8,567 10,715 - -
Disclosed in the financial statements as:
- current (note 18) 3,575 4,650 - -
- non current (note 18) 4,992 6,065 - -
8,567 10,715 - -
Operating leases:
- not later than one year 62,327 62,244 4,093 4,039
- later than one year but not later than five years 162,786 158,146 22,481 21,763
- later than five years 132,971 142,381 15,467 20,277
358,084 362,771 42,041 46,079

The Group has finance leases and hire purchase contracts for various items of plant and machinery with a carrying amount of $8,125,000 (2006: $9,729,000). These lease contracts expire within 1 to 4 years. The leases have terms of renewal but no purchase options and escalation clauses. Renewals are at the option of the specific entity that holds the lease.

The Group leases the majority of its branch networks and capital city properties under operating leases. The lease commitments comprise base amounts adjusted where necessary for escalation clauses primarily based on inflation rates. Leases generally provide the Group with a right of renewal at the end of the lease term. The extent of lease commitments is a factor that is considered in the calculation of certain borrowing covenants.

Capital Expenditure Commitments

Capital Expenditure Commitments
Capital expenditure contracted for but not otherwise provided for
in these accounts:
- not later than one year 30,505 45,723 - -
- later than one year but not later than five years - 1,861 - -
- over five years - - - -
30,505 47,584 - -

49

Notes to the Financial Statements for the year ended 30 June 2007

Note 30
Contingent Liabilities
Consolidated Consolidated Parent
2007 2006 2007 2006
$000 $000 $000 $000
Contingent liabilities at balance date, not otherwise provided for in these
financial statements, are as follows:
Claims lodged for damages resulting from the use of products or services 2,982 2,272 - -
Discounted Trade Bills 1,250 409 - -
Guarantees issued to third parties arisingin the normal course of business 66,451 40,572 66,451 32,572
70,683 43,253 66,451
32,572

Unquantifiable contingent liabilities

  • (a) The Group has contingent obligations in respect of leased premises, which have been sub-let to associated entities.

  • (b) The Group has provided a guarantee for the performance of an associated entity under a lease agreement.

  • (c) Benefits are payable under service agreements with executive directors and officers of the Group under certain circumstances such as termination or achievement of prescribed performance hurdles.

Other contingent liabilities

Taxation

During the year the Group received amended assessments denying capital losses previously utilised. The capital losses in dispute arose from the sale of the goodwill and other intangibles associated with the Elders wool handling business in 1998. The Group is of the opinion that no provisioning is required in respect of the amended assessments.

The Group has previously advised of the audit by the Australian Taxation Office (ATO) of the tax treatment of the sale of the Building Products Division in October 1997, for which amended assessments were issued. The Group objected to the amended assessments. The Group has also successfully challenged the validity of one of the assessments in the Full Federal Court of Australia. The ATO have filed an application for leave to the High Court of Australia on the matter. At 30 June 2007, the provision for taxation is sufficient to cover any anticipated payments under the assessments, should the ATO be ultimately successful.

The Group’s tax returns for 2002 and 2003 are being audited as part of the ATO’s large business audit program. Except as disclosed above, no other amended assessment have been received.

Other guarantees

  • (a) As disclosed in Note 34, the parent entity has entered into a Deed of Cross Guarantee with certain controlled entities. The effect of this Deed is that Futuris Corporation Limited and each of these controlled entities has guaranteed to pay any deficiency of any of the companies party to the Deed in the event of any of those companies being wound up.

  • (b) The parent entity and certain entities in the Group are parties to various guarantees and indemnities pursuant to bank facilities and operating lease facilities extended to the Group and commitments under the convertible and unsecured notes.

Note 31 Segment Information

The Group is organised and managed separately according to the nature of the products and services provided. The consolidated entity comprises the following distinguishable components; Rural Services, Financial Services, Forestry, Automotive Components, Property and Investment & Other.

Rural Services include the provision of a range of agricultural products and services through a common distribution channel and its associate Australian Agricultural Company Ltd (2006: Rural Services included Financial Services as one segment, comparatives have been restated to reflect this change).

Financial Services include the provision of a range of financial services through a common distribution channel and its associate Elders Rural Bank (2006: Financial Services was included in Rural Services as one segment, comparatives have been restated to reflect this change).

Forestry includes the Group’s interests in forestry plantations and processing.

Automotive Components include the manufacturing and sales of Automotive components of which the key components are seating, heating ventilating and air-conditioning systems (2006: includes the Rail and Bus division).

Property includes the sale and development of land and commercial developments (2006: included an equity interest in a listed property trust now recognised in Investment & Other). During the 2007 fiscal year, the Property division was sold.

The Investment & Other segment includes the general investment activities not associated with the other business segments and the administrative corporate office activities, this includes the Rail and Bus division for 2007 (2006: included in Automotive components).

Segment results have been determined on a consolidated basis and represent the earnings before corporate net borrowing costs and income tax expense.

The Group operates predominantly within Australia. All other geographical operations are not material to the financial statements.

50

Notes to the Financial Statements for the year ended 30 June 2007

Note 31 Segment Information (continued)

Business Segments

Business Segments
Rural Financial Forestry Automotive Property Investment Total
Services Services Components & Other
2007 $000 $000 $000 $000 $000 $000 $000
External sales 2,309,531 203,961 173,850 329,871 137,719 73,579 3,228,511
Other revenue 29,281 12,272 20,575 16,334 407 18,331 97,200
Share of net profit (loss)
of associates 12,844 17,864 6,365 (1,242) - 5,374 41,205
Total revenue 2,351,656 234,097 200,790 344,963 138,126 97,284 3,366,916
Underlying EBIT 56,289 27,192 56,929 9,520 21,476 (6,707) 164,699
Significant items - - - - 8,920 (9,566) (646)
Segment Result 56,289 27,192 56,929 9,520 30,396 (16,273) 164,053
Earnings before interest,tax,
depreciation & amortisation 71,501 27,259 61,899 27,752 30,450 (17,219) 201,642
Depreciation & amortisation (15,212) (67) (4,970) (18,232) (54) 946 (37,589)
Segment Result 56,289 27,192 56,929 9,520 30,396 (16,273) 164,053
Corporate net interest expense (40,024)
Profit from ordinary activities
before tax 124,029
Segment assets 1,134,287 615,490 672,106 197,639 - 337,346 2,956,868
Unallocated assets
(including tax assets) - - - - - - 141,567
Segment liabilities 566,807 390,662 81,165 82,428 - 62,412 1,183,474
Unallocated liabilities
(including tax liabilities) - - - - - - 728,464
Carrying value of equity
investments 274,431 129,497 85,526 18,354 - 68,342 576,150
Acquisition of property, plant
& equipment, intangible
assets and other non current
assets, including design
and development 39,768 2,688 93,180 38,148 - 6,244 180,028
Non cash expenses other
than depreciation and
amortisation (2,262) - 612 (7,732) 9 (197) (9,570)
Profit/(loss) on sale
of investments (146) - - - - 3,371 3,225

51

Notes to the Financial Statements for the year ended 30 June 2007 Note 31 Segment Information (continued)

Business Segments

Business Segments
Rural Financial Forestry Automotive Property Investment Total
Services Services Components & Other
2006 $000 $000 $000 $000 $000 $000 $000
External sales 2,364,538 185,672 159,239 457,225 189,144 - 3,355,818
Other revenue 36,602 10,674 3,881 16,717 1,263 9,511 78,648
Share of net profit (loss)
of associates 25,883 15,476 5,500 4,717 (1,444) (945) 49,187
Total revenue 2,427,023 211,822 168,620 478,659 188,963 8,566 3,483,653
Underlying EBIT 59,691 26,939 39,922 20,758 18,230 (8,387) 157,153
Significant items 6,100 - - (4,500) (1,931) - (331)
Segment Result 65,791 26,939 39,922 16,258 16,299 (8,387) 156,822
Earnings before interest, tax,
depreciation & amortisation 77,347 28,854 43,480 35,761 16,463 (8,356) 193,549
Depreciation & amortisation (11,556) (1,915) (3,558) (19,503) (164) (31) (36,727)
Segment Result 65,791 26,939 39,922 16,258 16,299 (8,387) 156,822
Corporate net interest expense (38,961)
Profit from ordinary
activities before tax 117,861
Segment assets 1,212,803 663,136 512,578 216,388 257,684 55,901 2,918,490
Unallocated assets
(including tax assets) - - - - - - 442,964
Segment liabilities 517,586 387,788 91,484 108,091 16,900 133,294 1,255,143
Unallocated liabilities
(including tax liabilities) - - - - - - 878,386
Carrying value of equity
investments 390,322 133,888 50,372 2,621 20,571 1,045 598,819
Acquisition of property, plant
& equipment, intangible assets
and other non current assets,
including design and
development 30,361 2,873 104,884 18,169 - 43 156,330
Non cash expenses other than
depreciation and amortisation 4,973 (165) 22 3,121 1,088 1,065 10,104
Profit on sale of investments 784 - - - - 2,259 3,043

52

Notes to the Financial Statements for the year ended 30 June 2007 Note 32 Supplementary Statement of Net Debt by Segment

Rural Financial Forestry Automotive Property Investment Total
Services Services Components & Other
2007 $000 $000 $000 $000 $000 $000 $000
Earnings before interest & tax 56,289 27,192 56,929 9,520 30,396 (16,273) 164,053
Depreciation and amortisation 15,212 67 4,970 17,142 54 144 37,589
Equity accounted earnings (12,844) (17,864) (6,365) 1,345 - (5,477) (41,205)
Dividends received
from associates 20,430 11,630 1,235 - - 548 33,843
Profit/loss on sale of property,
plant & equipment (3,736) 4 (276) 1,015 - - (2,993)
Profit on sale of investments 146 - - - - (3,371) (3,225)
Profit on sale of controlled entities
-
- - - (8,920) - (8,920)
Profit on sale of investment
properties - - (235) - - - (235)
Discount on acquisition - - (1,600) (2,500) - - (4,100)
Interest (net) (4,307) 12,272 683 82 (74) (48,680) (40,024)
Tax (paid)/refund 2,968 (5,864) 504 (2,756) - 10,063 4,915
Share based payments 2,625 149 588 626 40 (302) 3,726
Impairment losses/(reversals) (1,851) 1,311 599 (2,467) - 2,677 269
Fair value adjustments on
financial assets - - (15,025) - - - (15,025)
Provisions and other (15,041) 2,392 (20,654) 10,452 (15,583) 37,478 (956)
Operating cash flow before
movements in working capital 59,891 31,289 21,353 32,459 5,913 (23,193) 127,712
Movement in working capital 42,219 (7,526) (16,001) (11,556) (24,665) (25,158) (42,687)
Operating cash flow 102,110 23,763 5,352 20,903 (18,752) (48,351) 85,025
Capital expenditure (27,042) (734) (63,156) (14,215) - - (105,147)
Proceeds on sale of property,
plant and equipment 5,447 13 4,138 323 - - 9,921
Proceeds sale of investments 68 - - - - 26,574 26,642
Proceeds sale of controlled entity
-
- - - - 120,959 120,959
Payments for investments
and other (15,414) (7,650) (30,024) (20,300) - (3,625) (77,013)
D&D capitalised - - - (6,252) - - (6,252)
Loans to associated parties (net) (18,715) - 597 - - (4,217) (22,335)
Loans from growers (net) - - (1,342) - - - (1,342)
Loans to employees - - - - - - -
Acquisition of controlled
entity (net) (5,361) - - - - (130,861) (136,222)
Investing cash flow (61,017) (8,371) (89,787) (40,444) - 8,830 (190,789)
Proceeds from issue of
shares and other equity - - - - - 2,570 2,570
Dividends paid - - (5,532) - - (66,199) (71,731)
Other flows - - (5,532) - - (63,629) (69,161)
Total 41,093 15,392 (89,967) (19,541) (18,752) (103,150) (174,925)
Opening net debt (202,012)
Total flows (174,925)
Convertible notes classified as debt converted to equity during the year (non cash movement) 4,765
Fair value adjustments to debt 7,224
Closing net debt (364,948)

53

Notes to the Financial Statements for the year ended 30 June 2007

Note 32 Supplementary Statement of Net Debt by Segment (continued)

Rural Financial Forestry Automotive Property Investment Total
Services Services Components & Other
2006 $000 $000 $000 $000 $000 $000 $000
Earnings before interest & tax 65,232 27,498 39,922 16,258 16,299 (8,387) 156,822
Depreciation and amortisation 11,556 1,915 3,558 19,503 164 31 36,727
Equity accounted earnings (25,883) (15,476) (5,500) (4,717) 1,444 945 (49,187)
Dividends received
from associates 13,423 11,800 794 - - - 26,017
Profit/loss on sale of
property, plant & equipment (3,816) - (392) (22) - - (4,230)
Profit on sale of investments (784) - - - - (838) (1,622)
Profit on sale of
controlled entities - - - - - (1,421) (1,421)
Interest (net) (10,845) 12,084 (2,761) 50 (33) (38,395) (39,900)
Tax (paid)/refund (26,521) 427 (13,783) (1,631) - 18,977 (22,531)
Share based payments 2,754 138 322 674 120 1,027 5,035
Impairment losses - 166 - 332 1,164 - 1,662
Fair value adjustments (16,555) - 4,627 - - 61 (11,867)
Provisions and other (18,060) 31,655 1,382 (7,397) 2,743 22,443 32,224
Operating cash flow before
movements in working capital (10,041) 70,207 28,169 23,050 21,901 (5,557) 127,729
Movement in working capital 136,742 (38,566) (50,005) 17,528 (47,253) (18,819) (373)
Operating cash flow 126,701 31,641 (21,836) 40,578 (25,352) (24,376) 127,356
Capital expenditure (20,752) (1,226) (104,884) (10,784) - (43) (137,689)
Proceeds on sale of property,
plant and equipment 23,000 - 6,125 43 - - 29,168
Proceeds sale of investments 879 - - - - 1,768 2,647
Proceeds sale of
controlled entity - - - - - 1,556 1,556
Payments for investments
and other (36,736) (1,647) (11,179) (2,131) - (18,631) (70,324)
D&D capitalised - - - (7,385) - - (7,385)
Loans to associated parties (2,869) - (3,607) - - (20,448) (26,924)
Loans from growers (net) - - 17,422 - - - 17,422
Loans to employees (9,059) - - (1,515) (139) (278) (10,991)
Acquisition of controlled
entity (net) (17,184) - (532) - - (30,359) (48,075)
Investing cash flow (62,069) (3,525) (96,655) (21,772) (139) (66,435) (250,595)
Proceeds from issue of
shares and other equity - - 14,193 - - 268,448 282,641
Dividends paid - - (10,451) - - (61,692) (72,143)
Other flows - - 3,742 - - 206,756 210,498
Total 64,632 28,116 (114,749) 18,806 (25,491) 115,945 87,259
Opening net debt (314,761)
Total flows 87,259
Reclassification of debt to equity 54,576
Fair value adjustments to debt (29,086)
Closing net debt (202,012)

54

Notes to the Financial Statements for the year ended 30 June 2007

Notes to the Financial Statements for the year ended 30 June 2007 30 June 2007
Note 33
Auditors Remuneration
Consolidated Parent
2007 2006 2007 2006
$ $ $ $
The auditor of Futuris Corporation Limited is Ernst & Young.
Amounts received or due and receivable by Ernst & Young
(Australia) for:
- auditing or review of financial statements 1,752,207 1,643,471 254,640 52,248
- tax services (primarily compliance) 345,858 381,080 315,353 170,330
- AIFRS transition services - 123,615 - 123,615
- other compliance and assurance services 158,076 200,433 22,764 15,000
2,256,141 2,348,599 592,757
361,193
Amounts received or due and receivable by related practices of
Ernst & Young (Australia) for:
- auditingor review of financial statements 212,348 - - -
212,348 - -
-
Amounts received or due and receivable by non Ernst & Young
audit firms for:
- auditing or review of financial statements 454,060 560,547 - -
- tax services 454,660 - 120,000 -
- internal audit 583,186 505,114 75,000 -
- other services* 731,124 765,798 535,605 21,206
2,223,030 1,831,459 730,605
21,206
  • Other services in the parent entity include specific projects and due diligence services
Note 34
Investments in Controlled Entities
% Held by Group % Held by Group
2007 2006
A Top Pty Ltd (a) 100 100
Abbino Pty Ltd (g) 100 100
Acehill Investments Pty Ltd (a) 100 100
ACN 073 323 038 Pty Ltd (g) 100 100
Active Leisure (Sports) Pty Ltd (a) 100 100
Agribusiness Insurance Brokers Pty Ltd (g) 100 100
AI Asia Pacific Operations Holding Limited (c)(e) 100 100
AI Bus Products Limited (c)(e) 100 100
AI China Operations Holding Limited (c)(e) 100 100
AI Coachair Holdings Limited (c)(e) 100 100
AIM Metals Pty Ltd (a) 100 100
Air International (China) Pty Ltd (a) 100 100
Air International (India) Pty Ltd (g) 100 100
Air International (Malaysia) Sdn Bhd (c)(e) 100 100
Air International (UK) Holdings Ltd (c)(e) 100 100
Air International (UK) Ltd (c) 100 100
Air International (Ventures) No 2 Pty Ltd (a) 100 100
Air International (Ventures) No 3 Pty Ltd (g) 100 100
Air International Asia Pacific Operations Pty Ltd (a) 100 100
Air International Coachair Sdn Bhd (c)(e) 100 100
Air International Coachair Pty Ltd (a) 100 100
Air International (Malaysia) Pty Ltd (a) 100 100
Air International Transit China Co Ltd (c) 100 100

55

Notes to the Financial Statements for the year ended 30 June 2007

Note 34
Investments in Controlled Entities(continued)
% Held by Group % Held by Group
2007 2006
Air International Transit Pty Ltd (a) 100 100
Air International Vehicle Air Conditioning (Shanghai) Co Ltd (c) 100 100
Albany Woolstores Pty Ltd (g) 66 66
Aldetec Pty Ltd (a) 100 100
Aldetec Unit Trust (f) 100 100
APM Coachair Sdn Bhd (c)(e) 50 50
AMG Marketing & Research Pty Ltd (g) 100 100
APO Administration Limited (c)(e) 100 100
APT Finance Pty Ltd (b) 100 93
APT Forestry Pty Ltd (b) 100 93
APT Projects Ltd (b) 100 93
APT Land Pty Ltd (b) 100 93
APT Nurseries Pty Ltd (b) 100 93
Artreal Pty Ltd (g) 100 100
Ashwick (Vic) No 102 Pty Ltd (a) 100 100
Austech Ventures Ltd (a) 100 100
Australian Combined Meat Processors Pty Ltd (i) 100 50
Australian Plantation Timber Ltd (b) 100 93
Australian Retirement Managers Limited (b)(i) 100 100
Australian Rural Finance Pty Ltd (g) 100 100
Australian Topmaking Services Limited (a) 100 100
B & W Rural Pty Ltd (h) 51 51
Balcooma Pty Ltd (g) 100 100
Banks Marsden Pty Ltd (g) 100 100
Bedcell Pty Ltd (g) 100 100
BHC Sales & Marketing Pty Ltd (d) 100 100
Bradwell Pty Ltd (j) - 100
Brimhall Pty Ltd (g) 100 100
Broadwater Hospitality Pty Ltd (a) 100 100
Broadwater Hospitality Management Pty Ltd (a) 100 100
Broadwater Holiday Club Sales and Marketing Pty Ltd (a) 100 100
Bremer Woll Kämmerei AG (c)(e) 100 95
BWK Australia Pty Ltd (g) 100 95
BWK Elders Australia Pty Ltd (b) 100 95
BWK Elders Europe GmbH (c)(e)(i) 95 95
BWK Holdings Pty Ltd (a) 100 100
Carbon Bid Co Pty Ltd (g) 100 93
Canosac Limited (c)(f) 100 100
Caversham Investments Pty Ltd (a) 100 100
Caversham Landscape D. & C. Pty Ltd (g) 100 100
Caversham Projects Pty Ltd (g) 100 100
Caversham Property (Sales) Pty Ltd (g) 100 100
Caversham Property Developments Pty Ltd (j)(k) - 100
Caversham Property Holdings Pty Ltd (a) 100 100
Caversham Property Pty Ltd (j)(k) - 100
Charlton Feedlot Pty Ltd (a) 100 100
Clima Air Conditioning Pty Ltd (g) 100 100
Colotti Pty Ltd (g) 100 100
Costilla Pty Ltd (g) 100 100
CP Ventures Ltd (a) 100 100

56

Notes to the Financial Statements for the year ended 30 June 2007

Note 34
Investments in Controlled Entities(continued)
% Held by Group % Held by Group
2007 2006
Danny F11 Investments Pte Ltd (c) 100 100
Dawley Pty Ltd (g) 100 100
Domeni Pty Ltd (g) 100 100
E. & R. Steeden Pty Ltd (a) 100 100
E Globulus Pty Ltd (g) 100 93
Elders Australia Limited (a) 100 100
Elders Australia Aktien Holding GmbH & Co KG (c) 100 95
Elders Australia Beteiligungs GmbH (c)(h) 90 90
Elders Burnett Moore WA Pty Ltd (g) 100 100
Elders China Trading Company (c) 100 100
Elders Distribution Company Pty Ltd (g) 100 100
Elders Financial Solutions Pty Ltd (g) 100 100
Elders Global Wool Holdings Pty Ltd (a) 100 100
Elders Hycube Pty Ltd (g) 70 70
Elders Insurance Brokers Pty Ltd (g) 100 100
Elders Financial Services Group Pty Ltd 100 100
Elders Insurance Ltd 100 100
Elders International Australia Limited (a) 100 100
Elders Limited 100 100
Elders Mortgage Brokers Pty Ltd (a) 100 100
Elders Project Management Pty Ltd (g) 100 100
Elders Real Estate (NSW) Pty Ltd (g) 100 100
Elders Real Estate (Qld) Pty Ltd (g) 100 100
Elders Real Estate (WA) Pty Ltd (g) 100 100
Elders Real Estate (Tasmania) Pty Ltd (g) 100 100
Elders Real Estate Franchise (Vic) Pty Ltd (g) 100 100
Elders Risk Management Pty Ltd (g) 100 100
Elders Telecommunications Pty Ltd (b) 100 100
Elders Telecommunications Infrastructure Pty Ltd (d) 100 -
Elders Trustees Limited 100 100
Elders Underwriting Agency Pty Ltd (g) 100 100
Elders Webster Pty Ltd (g) 100 100
Elders Wool International Pty Ltd (g) 100 100
Elders-GM Properties (SA) Pty Ltd (g) 100 100
Elders-GM Properties (Vic) Pty Ltd (g) 100 100
EREF Pty Ltd (g) 100 100
Family Hospitals Pty Ltd (a) 100 100
Fares Exports Pty Ltd (g) 100 100
Fares Exports Management Mexico, S.A. de C.V. (c) 100 100
Fares Exports Trading Mexico, S.A. de C.V. (c) 100 100
Farmers Investment Trust (f) 100 100
FGSF Pty Ltd (g) 100 100
Futuris Administration Pty Ltd (a) 100 100
Futuris Agencies Pty Ltd (a) 100 100
Futuris Automotive Group Ltd (formerly Air International Group Ltd) (a) 100 100
Futuris Automotive Pty Ltd (formerly Air International Pty Ltd) (a) 100 100
Futuris Automotive Interiors (Anhui) Pty Ltd (c) 100 100
Futuris Automotive Interiors (Australia) Pty Ltd
(formerly Air International Seating Pty Ltd) (a) 100 100
Futuris Automotive Interiors Holdings Pty Ltd
(formerly Air International Seating Holdings Pty Ltd) (a) 100 100

57

Notes to the Financial Statements for the year ended 30 June 2007

Note 34
Investments in Controlled Entities(continued)
% Held by Group % Held by Group
2007 2006
Futuris Automotive Interiors (US) Inc (c) 100 100
Futuris Automotive Interiors (Mauritius) Ltd (c) 100 100
Futuris Transit System (US) Inc (c) 100 100
Futuris Rural Pty Ltd (a) 100 100
Futuris Ventures Pty Ltd (a) 100 100
Futuris/Tamper Joint Venture Unit Trust (f) 100 100
Geelong Wool Combing Ltd (a) 100 100
George Moss (Qld) Pty Ltd (a) 100 100
George Moss Pty Limited (a) 100 100
Grouville Pty Ltd (g) 100 100
H W Hayes & Sons (Ipswich) Pty Ltd (g) 100 100
Hallette Pty Ltd (g) 100 100
Harvey Meat Processing Pty Ltd (g) 100 100
Hatmore Pty Ltd (g) 100 100
Hollymont Ltd (a) 100 100
Hose & Pipe Pty Ltd (a) 100 100
IMA Investment Management Australia (ADF) Pty Ltd (a) 100 100
IMA Investment Management Australia Pty Ltd (a) 100 100
Innerhadden Ltd (a) 100 100
Integrated Tree Cropping Ltd (b) 100 93
ITC Finance Pty Ltd (b) 100 93
ITC Project Management Ltd (b) 100 93
ITC Timberlands Ltd (b) 100 93
J.A. Gilmour & Sons (NSW) Pty Ltd (g) 100 100
Jetoleaf Pty Ltd (g) 100 100
Kentlake Holdings Pty Ltd (g) 100 100
Keratin Holdings Pty Ltd (a) 100 100
Killara Feedlot Pty Ltd (i) 53 53
Kojonup Farm Pty Ltd (g) 100 100
Leisure Industries International Pty Ltd (a) 100 100
M.E. Deniliquin Pty Ltd (g) 100 100
ITC Land Holdings Pty Ltd (a) 100 93
Manet Holdings Pty Ltd (a) 100 100
Manor Hill Pty Ltd (a) 100 100
Marybrook Development Company Pty Ltd (g) 100 100
Marybrook Investments Ltd (a) 100 100
Milltoc Pty Ltd (a) 100 100
Mutual Benefit Consulting Pty Ltd (g) 100 100
Mylang Pty Ltd (a) 100 100
ITC Fibre Pty Ltd (a) 100 93
ITC Timber Pty Ltd (a) 100 93
ITC Timber Seymour Pty Ltd (a) 100 93
ITC Timber Heyfield Pty Ltd (a) 100 93
New Ashwick Pty Ltd (g) 100 100
North Australian Cattle Company Pty Ltd (a) 100 100
Pacrim Meat & Livestock Trading Pty Ltd (g) 100 100
Pakenham Properties Pty Ltd (g) 100 100
Pernatty Pty Ltd (g) 100 100
Pitt Son & Keene Pty Ltd (g) 100 100
Planttech Pty Ltd (a) 100 100

58

Notes to the Financial Statements for the year ended 30 June 2007
Note 34
Investments in Controlled Entities(continued)
% Held by Group
2007 2006
Prestige Property Holdings Pty Ltd (a) 100 100
Primac Exports Pty Ltd (a) 100 100
Primac Elders Real Estate Pty Ltd (g) 100 100
Primac Holdings Pty Ltd (a) 100 100
Primac Pty Ltd (a) 100 100
Primac Pastoral Co Pty Ltd (g) 100 100
Primac Superannuation Nominees Pty Ltd (g) 100 100
Primac Travel Pty Ltd (g) 100 100
PT Elders Indonesia (c) 100 100
Rachid Fares Enterprises of Australia Pty Ltd (g) 100 100
Redray Enterprises Pty Ltd (a) 100 100
Relatran Pty Ltd (g) 100 100
SA Bid Co Pty Ltd (a) 100 93
Sigma Air Conditioning (SA) Pty Ltd (g) 100 100
Southern Wool Services (Goulburn) Pty Ltd (g) 100 100
Steeden Holdings Pty Ltd (a) 100 100
Steering Systems Australia Pty Ltd (a) 100 100
Sycamore Enterprises Pty Ltd (a) 100 100
Sydney Woolbrokers Limited (i) 53 66
Tashmore Pty Ltd (g) 100 100
Therm Air Australia Pty Ltd (a) 100 100
The Australian Superannuation Group (WA) Pty Ltd (a) 100 100
Topsoils of Australia Pty Ltd (a) 100 100
Torrens Investments Pte Ltd (formerly Farid F Investments Pte Ltd) (c) 100 100
Treecrop Pty Ltd (g) 100 93
Trend-to-Zero Pty Ltd (a) 100 100
Ultra Enterprises Pty Ltd (g) 100 100
Ultrasound Australia Pty Ltd (a) 100 100
Ultrasound International Pty Ltd (a) 100 100
Ultrasound Technical Services Pty Ltd (a) 100 100
United Alliance Group Ltd (formerly Elders Distribution Company Pty Ltd) (g) 100 100
Victorian Investment Corporation Pty Ltd (a) 100 100
Victorian Producers Co-operative Company Pty Ltd (a) 100 100
Vickner Pty Ltd (g) 100 100
Vockbay Pty Limited (a) 100 100
VP Services Pty Ltd (g) 100 100
VP Travel Pty Ltd (g) 100 100
WA Bid Co Pty Ltd (a) 100 93
Westralia Property Management Ltd 100 100
Wool Exchange (WA) Pty Ltd (g) 67 67
Wooltech Marketing Pty Ltd (g) 100 100
Yenley Pty Ltd (g) 100 100

(i) Pursuant to Australian Securities and Investments Commission Class Order 98/1418 dated 13 August 1998, relief has been granted to these controlled entities of Futuris Corporation Limited from the Corporations Act 2001 requirements for preparation, audit and publication of accounts. As a condition of the Class Order, Futuris Corporation Limited, and the controlled entities subject to the Class Order, entered into a deed. The effect of the deed is that Futuris Corporation Limited has guaranteed to pay any deficiency in the event of the winding up of any member of the Closed Group, and each member of the Closed Group has given a guarantee to pay any deficiency, in the event that Futuris Corporation Limited or any other member of the closed group is wound up.

The parties that comprise the Closed Group are denoted by (a) above. Parties added to the Closed Group during the year are denoted by (b) above. Parties removed from the Closed Group during the year are denoted by (k) above.

59

Notes to the Financial Statements for the year ended 30 June 2007 Note 34 Investments in Controlled Entities (continued)

Note 34
Investments in Controlled Entities(continued)
2007 2006
$000 $000
The consolidated income statement and balance sheet of the entities
which are members of the Closed Group are as follows:
Consolidated income statement of the Closed Group
Profit from continuing operations before income tax 48,531 4,791
Income tax benefit/(expense) 7,479 7,182
Profit after income tax from continuing operations 56,010 11,973
Profit after tax from discontinued operation (refer note 43) 21,535 13,747
Net profit for the period 77,545 25,720
Retained earnings at the beginning of the period (54,744) (18,772)
Impact of acquisitions/disposals 24,766 -
Dividends provided for or paid (74,270) (61,692)
Retained earnings at the end of the period (26,703) (54,744)
Consolidated balance sheet of the Closed Group
Current Assets
Cash assets 3,001 190,801
Receivables 365,289 364,505
Inventories 184,015 248,542
Derivative Financial Instruments - 687
Held for trading financial assets - 20,341
Other 7,408 2,439
Total current assets 559,713 827,315
Non Current Assets
Receivables 127,159 73,026
Investments in associates and joint ventures 438,593 442,633
Other financial assets 542,964 781,195
Inventories 23,059 33,814
Property, plant and equipment 122,498 56,501
Investment properties 220,244 3,413
Intangibles 108,159 11,714
Deferred tax assets 57,492 49,714
Other 25,446 74,089
Total non current assets 1,665,614 1,526,099
Total assets 2,225,327 2,353,414
Current Liabilities
Payables 660,055 840,726
Interest bearing liabilities 185,838 96,563
Current tax liabilities 49,149 38,198
Derivative Financial Instruments 41,731 29,443
Provisions 42,817 2,189
Total current liabilities 979,590 1,007,119

60

Notes to the Financial Statements for the year ended 30 June 2007 Note 34 Investments in Controlled Entities (continued)

2007 2006
$000 $000
Non Current Liabilities
Payables - -
Interest bearing liabilities 348,098 459,259
Deferred tax liabilities 45,062 52,189
Provisions 3,565 47,588
Total non current liabilities 396,725 559,036
Total liabilities 1,376,315 1,566,155
Net Assets 849,012 787,259
Equity
Contributed equity 608,493 577,717
Convertible notes - equity portion 54,263 57,384
Hybrid equity 145,151 145,151
Reserves 67,808 61,751
Retained earnings (26,703) (54,744)
Shareholder equity attributable to members of
Futuris Corporation Limited 849,012 787,259

Certain members of the Closed Group, in addition to certain controlled entities, are guarantors in connection with the consolidated entity’s borrowings facilities disclosed at note 18 and in connection with the unsecured and convertible notes disclosed at note 21.

  • (ii) All companies are incorporated and carry on business in Australia except for the companies designated by (c) above which are incorporated in the following countries:

Company

Country of Incorporation

AI Asia Pacific Operations Holdings Limited Hong Kong SAR AI Bus Products Limited Hong Kong SAR AI China Operations Holding Limited Hong Kong SAR AI Coachair Holding Limited Hong Kong SAR Air International (Malaysia) Sdn Bhd Malaysia Air International (UK) Holdings Ltd United Kingdom Air International (UK) Ltd United Kingdom Air International Coachair Sdn Bhd Malaysia Air International Transit China Co Ltd China Air International Vehicle Air Conditioning (Shanghai) Co Ltd China APM Coachair Sdn Bhd Malaysia APO Administration Limited Hong Kong SAR Bremer Woll Kämmerei AG Germany BWK Elders Europe GmbH Germany Canosac Limited Hong Kong SAR Coachair (Thailand) Co Ltd Malaysia Danny F11 Investments Pte Ltd Singapore Elders Australia Aktien Holding GmbH & Co KG Germany Elders Australia Beteiligungs GmbH Germany Elders China Trading Company Ltd China Fares Exports Management Mexico, S.A. de C.V. Mexico Fares Exports Trading Mexico, S.A. de C.V. Mexico Futuris Automotive Interiors (Anhui) Pty Ltd Mauritius Futuris Automotive Interiors (Mauritius) Ltd Mauritius Futuris Automotive Interiors (US) Inc USA Futuris Transit Systems (US) Inc USA PT Elders Indonesia Indonesia Torrens Investments Pte Ltd Singapore

61

Notes to the Financial Statements for the year ended 30 June 2007

Note 34 Investments in Controlled Entities (continued)

  • (iii) Entities acquired during the period are denoted by (d).

  • (iv) Entities audited by firms other than the parent entity auditors or by affiliates of the parent entity auditor are denoted by (e).

  • (v) Entities exempted from audit requirements due to overseas legislation or non-corporate status are denoted by (f).

  • (vi) Entities classified by the Corporations Act 2001 as small proprietary companies relieved from audit requirements are denoted by (g). In addition, a number of small proprietary companies are party to the Class Order deed referred to in (i).

  • (vii) Entities denoted by (h) are controlled entities, as the Group has the capacity to control via a dominance of financial, management and technological control.

  • (viii) Entities denoted by (i) are entities where an entity controlled by the parent entity holds a controlling interest in the entity.

  • (ix) Entities denoted by (j) are entities that were disposed of during the year. An equity interest has been retained in some of these entities.

  • (x) Certain branch locations are subject to agreements whereby profits are shared on a proportionate 50% basis albeit under the control of the controlled entities within the Group.

Note 35 Key Management Personnel

  • (a) Details of Key Management Personnel

Directors

S Gerlach Chairman C E Bright Non Executive Director J C Fox Non Executive Director R G Grigg Non Executive Director W H Johnson Non Executive Director A L Newman Non Executive Director (resigned 28 February 2007) A Salim Non Executive Director G D Walters Non Executive Director I MacDonald Non Executive Director (commenced 1 November 2006) L P Wozniczka Director and Chief Executive Officer

Other Key Management Personnel

B Griffiths Managing Director - Futuris Automotive Group Ltd G Hunt Managing Director - Elders Rural Services P Hall Managing Director - Caversham Group (resigned 10 May 2007) V M Erasmus Managing Director - Integrated Tree Cropping Ltd T Plant Managing Director - Elders Financial Services Group P Zachert Chief Financial Officer

(b) Remuneration of Specified Directors and other Key Management Personnel

Remuneration Policy

The Board is committed to attracting, motivating and retaining the best management talent to meet the Group’s requirements in a responsible way. The Group’s remuneration policy is an integral element of this commitment.

The Board’s objective is to ensure that the Group has adopted remuneration policies that meet the needs of the Group and encourage a performance orientated culture at both the corporate and individual levels, and specifically to:

  • focus on creating and enhancing value for Group shareholders;

  • provide competitive reward opportunities to successfully attract, motivate and retain the highest calibre Directors and senior executives to deliver Group business and growth strategies;

  • align the rewards and interests of Directors and senior executives with the long term growth and success of the Group within an appropriate control framework; and

  • establish a clear nexus between senior executive performance and remuneration.

62

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

  • (b) Remuneration of Specified Directors and other Key Management Personnel (continued)

Role of the Board and the Remuneration Committee

The Board is responsible for determining the remuneration of the non-executive Directors, within the aggregate limit approved by shareholders, and the Chief Executive Officer. The Board also oversees the Chief Executive Officer’s recommendations for remuneration of senior executives.

The Remuneration Committee assists the Board by reviewing and making recommendations to the Board on:

  • the remuneration framework for Directors and, specifically, whether that remuneration framework in the case of non-executive Directors reflects the responsibilities and risk involved in being an effective director;

  • the remuneration package for the Chief Executive Officer and, specifically, whether the remuneration package promotes the long term growth of shareholder value and is reasonable in comparison with industry or other yardsticks;

  • equity incentives for senior executives; and

  • non-standard employee contracts.

Remuneration Structure

The structure of remuneration arrangements for non-executive directors and senior executives is separate and distinct in accordance with the ASX Corporate Governance Council’s Best Practice Recommendations.

Remuneration of Non-Executive Directors

The Board determines the base fee payable to non-executive directors and the committee fees payable to those non-executive directors who sit on Board committees with the assistance of the Remuneration Committee and independent remuneration advice (where appropriate).

The Board’s objective is to establish aggregate remuneration at a level which provides the Company with the ability to be competitive in attracting and retaining directors of the necessary qualifications and experience and with sufficient capacity to accommodate any increase in the number of directors, should this be considered appropriate.

The Group’s Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by the Company’s shareholders in general meeting. The current maximum aggregate amount which may be paid in Director’s fees, as approved at the Annual General Meeting on 24 October 2006, is $1,800,000 per annum (excludes consultancy fees). No Directors’ fees are paid to executive Directors.

The Board reviews the adequacy of the aggregate limit and the base and committee fees paid annually. The Board considers advice from external consultants as well as the fees paid to non-executive Directors of comparable companies when undertaking the annual review process.

As at the date of this report, the amount of Directors fees paid to each non-executive Director, other than the Chairman, is $90,000 per annum. The Chairman and Deputy Chairman receive an annual composite fee of $350,000 and $130,000 respectively. Retirement allowances do not apply to Board appointments after 30 June 2004 and an accrual has been made for retirement allowances to that date. Additional fees are paid to the Chairman of the Audit Committee and the other members of the Audit Committee.

As explained in the Corporate Governance Statement, it is Board policy that a non-executive Board Director sit on subsidiary boards of each of the Group’s main operating divisions to extend oversight down to those subsidiary boards. Additional fees are paid to non-executive Directors who sit on subsidiary boards. The base rate for non executive directors on subsidiary boards depends on the complexity and scale of the operating division and range from $50,000 to $70,000 at the time of this report. Additional fees are also paid to some non executive Directors who also sit on subsidiary board committees.

The Board encourages non-executive Directors to own securities in the Group to further align their interests with the interests of other shareholders. Details of Directors’ shareholdings in the Group can be found in part (e) in this note. All shares held by Directors have been purchased by the Director on market.

Remuneration of Key Management Personnel

The Board’s objectives are to:

  • ensure that executives are appropriately rewarded having regard to their role and responsibilities within the Group;

  • ensure an appropriate balance between fixed and “at risk” remuneration and, in relation to the “at risk” component, an appropriate balance between short term and long term incentives;

  • link reward with the Group’s financial performance and strategic positioning and to reward superior performance; and

  • align the interests of senior executives with those of shareholders.

63

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

(b) Remuneration of Specified Directors and other Key Management Personnel (continued)

Remuneration is determined as part of an annual performance review, having regard to market factors, relevant comparative data, a performance evaluation process and independent remuneration advice (where necessary).

Remuneration is structured in three components:

  1. Fixed Remuneration based upon the role of the employee, their experience and market factors;

  2. Short term performance incentive dependent upon the quality of actual performance and linked to both financial and nonfinancial performance measures; and

  3. Long term performance measured through shareholder value creation.

The Group’s target mix of fixed and variable remuneration for the consolidated group’s executive director and other key management personnel is as follows:

The ratios of fixed remuneration, short term and long term incentives reflect an increasing variable component of total remuneration according to the senior executive’s strategic position within the Group.

The Board is responsible for determining the remuneration of the Chief Executive.

The Chief Executive Officer determines the remuneration of senior executives after consultation with the Remuneration Committee and, where appropriate, after seeking independent remuneration advice. The Remuneration Committee reviews the key elements of employment contracts for senior executives, reviews any non standard contracts and reviews the Chief Executive Officer’s recommendations for equity incentives to senior executives. The Chief Executive Officer, after consultation with the Chairman, assesses the performance of senior executives and determines whether short term incentives have been earned and the quantum of those incentives.

One of the key management personnel is Mr Erasmus, the Managing Director of ITC. ITC was a listed public company during the 2006 year and was delisted on 26 July 2006. During 2006, Mr Erasmus’ remuneration was determined by ITC in accordance with its policies and procedures. As a consequence of ITC being taken over by the Group, the review of the remuneration arrangements of Mr Erasmus and other senior executives of ITC will accord with the remuneration policies and procedures of the Group.

The remuneration of the Chief Executive Officer and the 6 other key management personnel for the year is set out in this report and includes the proportion of fixed and variable remuneration. The Group encourages its senior executives to own the Company’s securities to further align their interests with the interests of other shareholders and has in place an employee share plan to facilitate this.

Fixed Remuneration:

The Chief Executive Officer’s fixed remuneration is made up of base salary, superannuation contributions and the use of a fully maintained motor vehicle and car park. The fixed remuneration of the Chief Executive Officer is reviewed annually by the Remuneration Committee and a recommendation made to the Board.

The fixed remuneration of senior executives also consists of base salary, inclusive of superannuation contributions. Senior executives are given the opportunity to receive a portion of their fixed remuneration in forms other than cash on a fully costed basis. Fixed remuneration of senior executives is reviewed annually by the Chief Executive Officer in consultation with the Chairman.

Fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the role and responsibilities of the employee, reflects the individual’s performance and experience, and has regard for current market conditions.

Short Term Incentive:

The short term incentive of the Chief Executive Officer and each senior executive is structured to ensure that the incentive payment is closely aligned to business performance by being designed to:

  • Deliver Group performance improvements over the year against which the short term incentive hurdles are assessed;

  • Provide reward for the achievement of challenging performance targets; and

  • Align individual objectives to Group and business unit specific objectives.

The short term incentive of the Chief Executive Officer provides for an annual cash incentive which is based on a maximum percentage of the Chief Executive Officer’s base salary. The Board assesses the performance of the Chief Executive Officer against his targets and determines his actual short term incentive payment based upon the recommendation of the Remuneration Committee.

Senior executive short term incentives are set as a maximum percentage of fixed remuneration.

64

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

(b) Remuneration of Specified Directors and other Key Management Personnel (continued)

Short term incentive (continued)

The short term incentive component of senior executives may comprise cash and/or shares in the Group (issued under the Group’s employee share plan) and reflects the individual’s performance in achieving various objectives over the prior 12 months. In the case of Corporate Office executives (such as the Chief Financial Officer), the short term incentive is linked to the overall performance of the Group and in the case of business unit executives (such as the Managing Director of each of Rural Services (Elders), Financial Services, Forestry, Automotive and Property), the relevant business unit’s performance. The total potential short term incentive is set at a level that provides the senior executive with real incentive to achieve the targets and reflect competitive market conditions.

The actual short term incentive payment made to a senior executive depends upon the extent to which targets prescribed for a financial year are met. The targets comprise mainly financial hurdles such as the achievement or out performance of budget earnings before interest and tax. A smaller portion of the short term incentive may comprise non-financial hurdles, such as improved customer relationships, risk management and other specific objectives that add to shareholder value. The Chief Executive Officer assesses the performance of senior executives against their targets and determines the actual short term incentive payments after consultation with the Chairman.

Short term incentive targets are set at the beginning of the relevant financial year for the senior executives of each business unit. Senior executive short term incentives of corporate office executives are developed as the Group’s corporate strategies are progressed during the year.

Long term incentive:

The aim of the long term incentive is designed to attract, retain and motivate the Chief Executive Officer and all senior executives and to reward those senior employees in a manner which aligns the long term incentive component of remuneration with the creation of shareholder wealth.

The long term incentive, in most cases, comprises options over shares in the Group. Options may be issued to executive Directors or senior executives for the achievement of individual performance over the prior 12 months with an exercise price equal to or at a premium to the market value of shares in the Group at the time of their issue. All options are issued in accordance with the terms of the Group’s employee share option plan. Under the rules of the plan, options issued may not be exercised for a period of three years from their date of issue. Options may only be exercised between the third and fifth anniversary of their issue. The options of any employee who resigns prior to the commencement of the exercise period will automatically lapse.

In the case of the Chief Executive Officer options may only be exercised if specified financial hurdles are met. The performance hurdles define a minimum performance requirement that must be achieved if the Chief Executive Officer is to receive any benefit under the long term incentive scheme and specify higher performance hurdle rates that must be exceeded for the Chief Executive Officer to become eligible for higher entitlements under the long term incentive scheme. All options become exercisable only when superior levels of performance are achieved.

The Chief Financial Officer’s long term incentive is also dependent upon the satisfaction of specified financial hurdles based on operating budgets. Satisfaction of the long term incentive of the Chief Financial Officer is determined by the Chief Executive Officer in consultation with the Chairman and with oversight and approval by the Board through the Remuneration Committee.

The long term incentive of other senior executives is determined by the Chief Executive Officer in consultation with the Chairman and oversight and approval by the Board through the Remuneration Committee. Payment is dependent upon an assessment of the individual’s contribution over the prior financial year to factors that position the Group for longer term success and increases in shareholder wealth such as the development of new business activities, strategic positioning, the award of new contracts or the execution of key transactions.

Employment Contracts

Formal employment contracts have been entered into with each of the Chief Executive Officer and the 6 key management personnel. Entitlements to performance related bonuses (including those under the Group’s employee incentive scheme) are either recorded in those agreements or determined as part of an annual formal performance review as outlined above. Other benefits including health insurance and car allowances are also recorded in those agreements. Major provisions of the agreements relating to remuneration are set out below:

65

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

(b) Remuneration of Specified Directors and other Key Management Personnel (continued)

L Wozniczka

Mr Wozniczka’s agreement is terminable on 12 months notice under the terms of his agreement. The remuneration package structure consists of three elements, fixed remuneration, short term incentive and long term incentive. The latter two elements are performance based and details have been provided above.

Notice terms under the agreement are comparable with industry standards and ensure that both parties are protected. Either the Group or Mr Wozniczka may terminate the employment agreement at any time on 12 month’s prior written notice. In specified (non-default) circumstances both parties have the right to terminate the agreement on 1 month’s notice.

B Griffiths

Mr Griffiths has a three year agreement that commenced on 1 July 2004. The current agreement reflects Mr Griffiths’ length of service and the effect of certain elements of agreements put in place over previous years, which it replaces.

The remuneration package structure consists of three elements, fixed remuneration, short term incentives and long term incentives. The fixed remuneration element is reviewed annually by the Chief Executive Officer in consultation with the Chairman and the Chairman of Futuris Automotive Group Limited. Mr Griffiths short term incentive has two components. The first component consists of a payment of up to 50% of his fixed remuneration, subject to the achievement of annual performance hurdles determined by the Chief Executive in consultation with the Chairman and chairman of Futuris Automotive Group Ltd, including both quantitative and qualitative financial measures. The second component consists of a share in a bonus pool in the event that Futuris Automotive Group Limited achieves prescribed target return on net assets. In addition to participation in the Company’s employee option plan, Mr Griffith’s long term incentive includes a value creation incentive, being 2% to 3% of any increases in value of the Company’s Automotive operations, during his term as Managing Director.

The agreement provides for a termination benefit of $2 million in the event that employment with Futuris Automotive Group Limited is terminated without cause or due to death or permanent incapacity.

The Chief Executive Officer has discretion to vary these arrangements where circumstances warrant after consultation with the Chairmen of the Group and Futuris Automotive Group Ltd.

G Hunt

Mr Hunt’s agreement is terminable on 12 months’ notice under the terms of his agreement.

Mr Hunt’s remuneration package structure consists of three elements, fixed remuneration, short term incentives and long term incentives. The latter two elements are performance based and details have been described in general terms above.

Mr Hunt’s fixed remuneration is reviewed annually by the Chief Executive Officer in consultation with the Chairman and the Chairman of Elders Australia Limited. Mr Hunt may earn up to 40% of his fixed remuneration as a short term incentive for the Rural Services division achieving budget earnings before interest and tax and up to a further 40% for out performance. For every 1% budget earnings before tax is exceeded, Mr Hunt may earn an additional 1% of his fixed remuneration up to the further 40%. A long term incentive for the achievement of budgeted earnings before interest and tax is 250,000 options annually (up to a maximum of 750,000 options) under the Group’s employee option plan.

The Chief Executive has discretion to vary these arrangements where circumstances warrant after consultation with the Chairmen of the Group and Elders Australia Limited.

P Zachert

Mr Zachert’s agreement is terminable on 12 months notice under the terms of his agreement.

Mr Zachert’s remuneration package structure consists of three elements, fixed remuneration, short term incentives and long term incentives. The latter two elements are performance based and details have been described in general terms under the heading Remuneration of Key Management Personnel .

Fixed remuneration is reviewed annually by the Chief Executive in consultation with the Chairman. The short term incentive element consists of a payment of 50% of fixed remuneration for the achievement of budget net profit after tax. A long term incentive for the achievement of budget net profit after tax is 250,000 options annually (up to a maximum of 750,000 options over three years) under the Company’s employee option plan.

The Chief Executive has discretion to vary these arrangements where circumstances warrant after consultation with the Chairman.

66

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

(b) Remuneration of Specified Directors and other Key Management Personnel (continued)

V Erasmus

Mr Erasmus joined the Company in March 2006 and has the role of Managing Director for the Integrated Tree Cropping (ITC) division. His contract is terminable on 12 months notice under the terms of his agreement.

Mr Erasmus’ remuneration package structure consists of three elements, fixed remuneration, short term incentives and long term incentives. The latter two elements are performance based and details have been described in general terms under the heading Remuneration of Key Management Personnel .

Fixed remuneration is reviewed annually by the Chief Executive Officer in consultation with the Chairmen of the Group and ITC.

An annual short term incentive is payable based on achievement of performance targets of up to 60% of fixed remuneration in respect of the 2006 year and up to 80% in respect of later years. A long term incentive for achievement of budgeted earnings before interest and tax is 200,000 options annually (up to a maximum of 600,000 options) under the Group’s employee option plan.

The Chief Executive Officer has discretion to vary these arrangements where circumstances warrant after consultation with the Chairmen of the Group and ITC.

T Plant

Mr Plant has the role of Managing Director for the Elders Financial Services Group (EFSG) division. Mr Plant’s agreement is terminable on 12 months’ notice under the terms of his agreement.

Mr Plant’s remuneration package structure consists of three elements, fixed remuneration, short term incentives and long term incentives. The latter two elements are performance based and details have been described in general terms under the heading Remuneration of Key Management Personnel .

Mr Plant’s fixed remuneration is reviewed annually by the Chief Executive Officer in conjunction with the EFSG Chairman and the Remuneration Committee. Mr Plant may earn up to 40% of his fixed remuneration as a short term incentive for the EFSG division achieving budget earnings before interest and tax and achieving budget for Insurance Distribution Fees. A further 10% of his fixed remuneration may be earned for out performance. A long term incentive for the achievement of profitability thresholds is 250,000 options annually (up to a maximum of 750,000 options) under the Group’s employee option plan.

The Chief Executive has discretion to vary these arrangements where circumstances warrant after consultation with the EFSG Chairman and the Remuneration Committee.

2007 Short term Benefits Post Employment Post Employment Share based payments Share based payments
(Dollars) Base Salary Other Employer Retirement Options Share Plan
Total
Total
or Fee (iv) (i) Superannuation Benefits (ii) (iii) Perf Related
Specified Directors
S Gerlach 350,000 - 12,686 # - - 362,686 -
C E Bright 90,000 60,000 12,686 - - - 162,686 -
J C Fox 90,000 50,000 12,600 # - - 152,600 -
R G Grigg 90,000 66,000 12,686 - - - 168,686 -
W H Johnson 130,000 16,000 12,686 # - - 158,686 -
I MacDonald 60,000 40,833 12,052 - - - 112,885 -
A L Newman 60,000 633,333 12,686 - - - 706,019 -
A Salim 90,000 - - - - - 90,000 -
G D Walters 90,000 106,500 12,686 - - - 209,186 -
L P Wozniczka 1,245,000 12,551 186,750 - 710,550 1,100,000 3,254,851 56%
Total
Remuneration 2,295,000 985,217 287,518 - 710,550 1,100,000 5,378,285

67

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

(b) Remuneration of Specified Directors and other Key Management Personnel (continued)

2006 Short term Benefits Post Employment Post Employment Share based payments Share based payments
(Dollars) Base Salary
Other
Employer Retirement Options Share Plan Total Total
or Fee (iv) (i) Superannuation Benefits (ii) (iii) Perf Related
Specified Directors
S Gerlach 225,000 - 26,730 # - - 251,730 -
C E Bright 75,000 50,000 6,750 - - - 131,750 -
J C Fox 75,000 - 6,750 # - - 81,750 -
R G Grigg 87,000 50,000 12,768 - - - 149,768 -
W H Johnson 124,500 - 11,205 # - - 135,705 -
A L Newman 75,000 950,000 6,750 - - - 1,031,750 -
A Salim 75,000 - - - - - 75,000 -
G D Walters 93,000 55,000 40,570 - - - 188,570 -
L P Wozniczka 1,129,040 22,820 172,500 - 571,599 1,100,000 2,995,959 56%
Total
Remuneration 1,958,540 1,127,820 284,023 - 571,599 1,100,000 5,041,982
  • (i) This includes fees paid for subsidiary board directorships. The Futuris Board has resolved to dispense with retirement allowances for non-executive directors appointed after 30 June 2004 and to freeze retirement allowances for other directors at that date. Each director marked # has an entitlement of $150,000 to be paid at the time of retirement. AL Newman received a consultancy fee for services provided to the Group. AL Newman retired as a director on 28 February 2007.

  • (ii) As part of Mr Wozniczka’s remuneration package, as approved by shareholders, he is entitled to options which are subject to TSR and EPS performance hurdles. Details of the options are provided in part (d) of this note.

  • (iii) Short term performance incentives for 2007 are provided to Mr Wozniczka in the form of shares issued under the employee share plan.

  • (iv) Includes any salary sacrifice of short term payments into superannuation.

Post
2007 Short Term Benefits Employment Share based payments
(Dollars) Base Salary Bonus Other Employer Options Share Plan Total Total
or Fee (iv) (i) (ii) Superannuation (iii) Perf Related
Other Key Management Personnel
B Griffiths 630,550 195,500 22,143 91,175 39,310 849 979,527 24%
G Hunt 589,631 275,000 141,580 53,119 83,103 5,801 1,148,234 32%
P Hall (d) 285,863 4,170,000 77,835 26,595 - - 4,560,293 91%
V Erasmus 407,615 115,459 - 42,385 62,529 121,260 749,248 40%
P Zachert (c) 524,814 - 19,432 12,686 142,644 505,801 1,205,378 54%
T Plant 537,314 123,750 16,568 12,686 81,813 129,551 901,682 37%
Total
Remuneration 2,975,787 4,879,709 277,558 238,646 409,399 763,262 9,544,362
2006
Other Key Management Personnel
B Griffiths 623,119 382,500 40,957 56,081 32,125 5,223 1,140,005 37%
G Hunt 416,478 252,000 156,598 53,119 61,064 5,223 944,482 34%
P Hall 333,511 550,000 79,910 30,016 - - 993,437 55%
J Neville Smith (a) 360,373 - - 20,119 - - 380,492 -
V Erasmus (b) 137,953 85,000 - 12,416 61,310 - 296,679 49%
P Zachert (c) 493,750 - 22,811 36,139 133,799 300,764 987,263 44%
Total
Remuneration 2,365,184 1,269,500 300,276 207,890 288,298 311,210 4,742,358

68

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

  • (b) Remuneration of Specified Directors and other Key Management Personnel (continued)

  • (a) Mr J Neville Smith resigned as Chief Executive, Integrated Tree Cropping Limited. His employment ceased February 2006.

  • (b) Mr Erasmus was appointed Chief Executive, Integrated Tree Cropping Limited with effect March 2006.

  • (c) Mr Zachert received his 2007 short term performance incentive in the form of shares issued under the employee share plan.

  • (d) Mr Hall has left the Group as a result of the Caversham sale on 10 May 2007.

  • (i) The bonus component of remuneration relates to performance bonuses that have been earned and accrued in the current financial year.

  • (ii) Other includes motor vehicles, housing benefits and other allowances subject to fringe benefits tax.

  • (iii) Certain executives elect to receive an allocation of shares in Futuris Corporation Limited in lieu of a cash bonus. These

  • shares are issued under the Company’s Employee Incentive Scheme and are subject to holding restrictions (note 39(b)). Includes fair value of the loan under the general employee share scheme (refer note 39(b)).

  • (iv) Includes any salary sacrifice into superannuation.

Compensation by Category

Consolidated Consolidated Parent Parent
2007 2006 2007 2006
$ $ $ $
Short term 11,413,271 7,021,320 1,801,797 1,668,421
Post employment 526,165 491,913 199,436 208,639
Share based payments 2,983,211 2,271,107 2,458,995 2,106,162
14,922,647 9,784,340 4,460,228 3,983,222

(c) Remuneration Options - Granted and Vested during the year

Granted Vested Grant Date Value at Exercise First Expiry and
Options Options(6) Grant Date Price exercise Last exercise
(Number) (Number) ($) ($) date date
2007
Key Management Personnel
B Griffiths(6) 100,000 - 28 Aug 07 0.47 2.45 5 Oct 10 5 Oct 12
G Hunt - 187,500 - - - - -
P Zachert - 250,000 - - - - -
V Erasmus - 200,000 - - - - -
T Plant - 250,000 - - - - -
2006
Specified Directors
Les Wozniczka 3,000,000 - 25 Oct 05 0.47 2.06 31 Aug 08 25 Oct 15
Key Management Personnel
B Griffiths 100,000 200,000 29 Aug 06 0.39 2.02 4 Oct 09 4 Oct 11
G Hunt 250,000 250,000 29 Aug 06 0.39 2.02 4 Oct 09 4 Oct 11
75,000 (4) - 29 Aug 06 0.19 2.02 4 Oct 09 4 Oct 11
V Erasmus 600,000(4) - 29 Aug 06 0.19 2.02 4 Oct 09 4 Oct 11
150,000 - 29 Aug 06 0.45 1.83 4 Oct 09 4 Oct 11
P Zachert - 375,000 - - - - -

All options are valued on the basis of the Trinomial valuation methodology.

69

Notes to the Financial Statements for the year ended 30 June 2007 Note 35 Key Management Personnel (continued)

(d) Option holdings of Directors and other Key Management Personnel

2007 Balance at Options Options Options Balance at Vested at 30 June 2007(6) Vested at 30 June 2007(6)
(Number) beginning of Exercised Granted Lapsed end of Exercisable Not
period period exercisable
Directors
S Gerlach - - - - - - -
C E Bright - - - - - - -
J C Fox - - - - - - -
R G Grigg - - - - - - -
W H Johnson - - - - - - -
I MacDonald - - - - - - -
A L Newman - - - - - - -
A Salim - - - - - - -
G Walters - - - - - - -
L P Wozniczka(1) 5,000,000 - - - 5,000,000 1,000,000 -
Key Management Personnel
B Griffiths 400,000 (200,000) 100,000 - 300,000 - 300,000
G Hunt(1) 1,250,000 - - - 1,250,000 - 687,500
P Hall - - - - - - -
P Zachert(1) 1,000,000 (250,000) - - 750,000 - 500,000
V Erasmus 750,000 - - - 750,000 - 350,000
T Plant 1,100,000 - - - 1,100,000 - 600,000
Total 9,500,000 (450,000) 100,000 - 9,150,000 1,000,000 2,437,500
2006 Balance at Options Options Options Balance at Vested at 30 June 2006
(Number) beginning of Exercised Granted Lapsed end of Exercisable Not
period period exercisable
Directors
S Gerlach - - - - - - -
C E Bright - - - - - - -
J C Fox - - - - - - -
R G Grigg - - - - - - -
W H Johnson - - - - - - -
A L Newman - - - - - - -
A Salim - - - - - - -
G Walters - - - - - - -
L P Wozniczka 2,000,000 - 3,000,000 (750,000) 4,250,000 2,750,000 -
Key Management Personnel
B Griffiths 800,000 (500,000) 100,000 - 400,000 200,000 -
G Hunt 675,000 (550,000) 325,000 - 375,000 - -
P Hall - - - - - - -
P Zachert 750,000 (500,000) - - 250,000 250,000 -
J Neville Smith 750,000 - - (750,000) - - -
V Erasmus - - 750,000 - 750,000
Total 4,975,000 (1,550,000) 4,175,000 (1,500,000) 6,025,000 3,200,000 -

70

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

(e) Shareholdings of Directors and other Key Management Personnel

2007 Balance at On Exercise Granted as Net Change Balance at
Ordinary shares beginning of of Options Remuneration (7) Other end of period
period
Directors
S Gerlach 428,491 - - 50,000 478,491
C E Bright 103,492 - - - 103,492
J C Fox(2) 26,765 - - - 26,765
R G Grigg 20,000 - - 11,560 31,560
W H Johnson(2) 23,548,181 - - - 23,548,181
I MacDonald - - - 60,000 60,000
A L Newman 6,353,327 - - (4,353,327) 2,000,000
A Salim 32,920,578 - - 625,000 33,545,578
G D Walters 21,000 - - - 21,000
L P Wozniczka(2) 4,019,803 - 497,738 4,000 4,521,541
Key Management Personnel
B Griffiths(5) 1,539,024 200,000 - (1,327,878) 411,146
G Hunt 699,668 - - 9,861 709,529
P Hall 13,339 - - (13,119) 220
P Zachert(5) 1,049,757 250,000 226,244 (202,634) 1,323,367
V Erasmus - - 52,244 9,669 61,913
T Plant 58,700 - 55,995 - 114,695
Total 70,802,125 450,000 832,221 (5,126,868) 66,957,478
Convertible Notes & Hybrid Instruments
Directors
L P Wozniczka(2) 51,100 - - - 51,100
2006 Balance at On Exercise Granted as Net Change Balance at
Ordinary shares beginning of of Options Remuneration(7) Other end of period
period
Directors
S Gerlach 328,491 - - 100,000 428,491
C E Bright 103,492 - - - 103,492
J C Fox(2) 26,765 - - - 26,765
R G Grigg 20,000 - - - 20,000
W H Johnson(2) 23,548,181 - - - 23,548,181
A L Newman 6,353,327 - - - 6,353,327
A Salim 32,920,578 - - - 32,920,578
G D Walters 21,000 - - - 21,000
L P Wozniczka(2) 2,779,731 - 552,764 687,308 4,019,803
Key Management Personnel
B Griffiths 1,527,312 500,000 - (488,288) 1,539,024
G Hunt 100,943 550,000 - 48,725 699,668
P Hall 13,339 - - - 13,339
P Zachert 372,179 500,000 150,754 26,824 1,049,757
J Neville Smith(3) 1,515,152 - - - 1,515,152
V Erasmus - - - - -
Total 69,630,490 1,550,000 703,518 372,569 72,256,577
Convertible Notes & Hybrid Instruments
Directors
L P Wozniczka(2) 49,600 - - 1,500 51,100

71

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

  • (e) Shareholdings of Directors and other Key Management Personnel (continued)

  • (1) Opening balance includes additional options approved in 2007 relating to 2006.

  • (2) Shareholdings include non beneficial interests - refer to the Directors Report.

  • (3) Shareholding reflects shares in Integrated Tree Cropping Limited.

  • (4) Exercised subject to meeting hurdle.

  • (5) Price paid for options exercised are as follows:

  • B Griffiths 200,000 shares for $1.23

  • P Zachert 250,000 shares for $1.51

  • (6) Options vested in respect of performance conditions, length of service conditions still required to be met.

  • (7) Included in total remuneration for the period as per note 35 (b).

All equity transactions with directors and key executives other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arms length.

  • (f) Loans to Directors and other Key Management Personnel
Balance at Interest Interest not Loan Loan Balance at Highest
beginning Charged Charged(i) Written Repaid/ end of owing in
period Off Other period period
$000 $000 $000 $000 $000 $000 $000
Directors
2007 - - - - - - -
2006 - - - - - - -
Executives(ii)
2007 1,672 72 - - (1,048) 696 1,874
2006 2,555 128 46 - (1,011) 1,672 2,737
Total
2007 1,672 72 - - (1,048) 696 1,874
2006 2,555 128 46 - (1,011) 1,672 2,737

(i) Interest not charged includes employee share scheme interest

  • (ii) There are 2 key executives within the loan group (2006: 2)

Details of individuals with loans above $100,000 in the reporting period are as follows:

Executives
G Hunt 701 - - - (5) 696 831
P Hall 971 72 - - (1,043) - 1,043

Terms and Conditions

The loan to Mr Hall relates to finance provided for the completion of a property development as part of his remuneration package upon commencing employment. A market rate of interest is charged on this loan, and is capitalised on the loan balance. The loan was repaid in full on 10 May 2007.

The loan to Mr Hunt is secured by a mortgage over property and is repayable by November 2007. The loan is interest free and included as part of Mr Hunt’s total remuneration. The average commercial rate of interest during the year was 6.5%.

72

Notes to the Financial Statements for the year ended 30 June 2007

Note 35 Key Management Personnel (continued)

(g) Other Transactions and Balances with Directors and other Key Management Personnel

The aggregate amounts recognised in respect of the following types of transactions with directors of entities in the Group and their director-related entities were:

Consolidated
2007 2006
Transaction type Director concerned $000 $000
Sales through rural agency services W H Johnson 313 454
C E Bright 376 321
Purchase of merchandise W H Johnson 281 246
C E Bright 45 98
L P Wozniczka 5 -
Purchases through rural agency services W H Johnson 1 8
C E Bright - 4

The above transactions were made on commercial terms and conditions and at market rates.

In addition, directors of the parent entity or its controlled entities, or their director-related entities, may purchase goods and services from the Group in their domestic dealings and within normal customer or employee relationships on terms and conditions no more favourable than those available in similar arms length dealings.

The amounts involved are immaterial to the Group and include the following:

  • (i) Sales of goods

  • (ii) Provision of insurance services

  • (iii) Provision of rural agency services

  • (iv) Provision of deposit facilities

Note 36 Related Party Disclosures

  • (a) Ultimate Controlling Entity

The ultimate controlling entity of the Group is Futuris Corporation Limited.

  • (b) Transactions with related parties in the wholly owned group

Transactions between the parent entity and related parties in the wholly owned group during the years ended 30 June 2007 and 30 June 2006 consisted of:

  • (i) loans advanced by Futuris Corporation Limited;

  • (ii) loans repaid by Futuris Corporation Limited;

  • (iii) the receipt and payment of interest on the above loans;

  • (iv) the payment of dividends to Futuris Corporation Limited;

  • (v) the receipt of management fees by Futuris Corporation Limited;

  • (vi) the provision of accounting and administrative services;

  • (vii) the provision of transport services;

  • (viii) the provision of guarantees and credit facilities; and

  • (ix) the transfer of tax losses as permitted by the Income Tax Assessment Act.

  • These transactions were undertaken on commercial terms and conditions.

73

Notes to the Financial Statements for the year ended 30 June 2007

Note 36 Related Party Disclosures (continued)

(c) Transactions with controlled entities not wholly owned

Transactions between the wholly owned Group and partly owned controlled entities consisted of:

2007 2006
$000 $000
Commission earned - 44
Dividend income 1,795 1,145
Interest income 901 1,277
Loans advanced 6,589 -
Purchases of inventories 706 3,415
Purchases of plant & equipment - 586
Recharges - other 414 275
Sales 15,372 10,614
Tax payments - 370
Wool handling fee 557 2,893
Wool supply agreement (1,382) 46,116

All transactions with controlled entities not wholly owned are conducted on commercial terms and conditions.

Balances with controlled entities not wholly owned
Owing to the Group 23,781 24,483
Owing from the Group (3,406) (3,491)

(d) Transactions with other partly owned related parties consisted of:

Consolidated Consolidated Parent
Transaction type Class of related party 2007 2006 2007 2006
$000 $000 $000 $000
Loans to other related parties
Loans advanced Associate 2,922 40,848 - 6,308
Loans repayments Associate 847 - - -
Interest received or receivable Associate 779 723 - 491
Other transactions
Dividends received Associate 22,213 14,481 - -
Dividend received Joint Venture 11,630 11,800 11,630 11,800
Distribution fees received Joint Venture 32,546 29,856 - -
Management fee paid on transfer of
cash accounts Joint Venture 984 8,252 - -
Reimbursement of expenses Joint Venture 18,656 16,592 - -
Transfer of cash accounts Joint Venture 154 110,315 - -
Capital contributions Joint Venture 5,500 14,500 5,500 14,500
Purchases Associate 112,796 139,181 - -
Sale of inventory Associate 33,746 29,090 - -
Sale of plant & equipment Associate 1,706 6 - -
Other services & recharges Associate 35,142 33,600 - -
Acquisition of investments Associate 89,830 43,269 231 -

All transactions with other related parties are conducted on commercial terms and conditions.

Balances with other partly owned related parties
Owing to the Group Associate 52,699 61,688
Owing from the Group Associate - -
Owing to the Group Joint Venture 6,270 5,195
Owing from the Group Joint Venture - (21,790)

74

Notes to the Financial Statements for the year ended 30 June 2007
Note 37
Earnings Per Share
Consolidated
2007 2006
$000 $000
The following reflects the net profit and share data used in the
calculations of earnings per share (EPS):
Reported Operations
Basic
Net profit attributable to members (after tax) 100,715 87,439
Dilutive
Operating profit after tax 100,715 87,439
Interest on convertible notes 10,148 10,148
Net profit attributable to members (after tax) adjusted for the effect
of convertible notes 110,863 97,587
Continuing Operations
Basic
Net profit attributable to members (after tax) 100,715 87,439
Less: Net profit of discontinued operations (net of tax) (21,535) (13,747)
Net profit of continued operations (net of tax) 79,180 73,692
Dilutive
Net profit of continued operations (net of tax) 79,180 73,692
Interest on convertible notes 10,148 10,148
Net profit of continued operations (net of tax) adjusted for the effect
of convertible notes 89,328 83,840
Discontinuing Operations
Net profit of discontinued operations (net of tax) 21,535 13,747
Weighted average number of ordinary shares (‘000) used in
calculating basic EPS 726,666 669,604
Dilutive share options (‘000) 129,568 91,485
Adjusted weighted average number of ordinary shares used in
calculating dilutive EPS (‘000) 856,234 761,089

Convertible notes of 57,119,165 have been included in the calculation of dilutive EPS, as they are believed to be dilutive, given the current share price compared with the conversion price.

Hybrid notes have been included in the calculation of dilutive EPS, as they are believed to be dilutive.

Basic underlying earnings per share (cents per share) 14.00¢ 13.18¢
Diluted underlying earnings per share (cents per share) 13.07¢ 12.93¢

Underlying earnings are earnings from ordinary activities adjusted for specific non recurring items. Non recurring items (net of tax) used in calculating underlying basic and dilutive EPS is $1,047,000 (2006: $811,000).

75

Notes to the Financial Statements for the year ended 30 June 2007

Note 38 Financial Instruments

Exposure to commodity, interest rate, credit and foreign exchange risks arise in the normal course of business. The Group has policies in place to manage these exposures within Board approved limits.

(a) Commodity Risk

The Group enters into contracts for the purchase and sale of various commodities, in the ordinary course of business operations. Differences in the timing of purchase and sale contracts create an exposure to commodity price risk.

All business units that have exposure to commodity price risk operate within the confines of a Board approved risk management policy. The Group enters into futures, swaps and option contracts to manage commodity price risk within the established Board approved limits.

The Group classifies financial instrument commodity purchase and sale contracts, commodity futures, swaps and option contracts as fair value derivatives. All open contracts are fair valued at balance date with any gains and losses on these contracts, together with the associated costs to completion of these contracts, being recognised immediately through the income statement.

The Group has elected not to apply hedge accounting for the financial reporting of commodity contracts classed as financial instruments.

  • (b) Interest rate risk exposures

The Group is exposed to interest rate risk through primary financial assets and liabilities, modified through derivative financial instruments. The following table summarises interest rate risk for the Group, together with effective interest rates as at balance date.

Cross currency interest swaps are used to hedge the Australian dollar value of cash flows associated with the payment of principal and interest on long term fixed rate borrowings and to swap a fixed rate exposure into an Australian floating interest rate exposure.

Interest rate swap agreements are used to convert floating interest rate exposures on certain debt to fixed rates. These swaps entitle the Group to receive, or oblige it to pay, the amounts, if any, by which actual interest payments on nominated loan amounts exceed or fall below specified interest amounts.

Consolidated Fixed Interest Rate Maturing Interest Rate Maturing Interest Rate Maturing In
Floating 1 Year Over 1 More than Non Average Interest Rate
Interest or Less
to 5 Years
5 Years -Interest %
Rate Bearing Total
2007 $000 $000 $000 $000 $000 $000 Floating Fixed
Financial assets
Cash 243,750 560 - - - 244,310 6.6 6.5
Finance debtors 842 - - - - 842 12.8 -
Associated
entity loans - 5,465 - - 60,587 66,052 - 4.4
Trade debtors - - - - 415,036 415,036 - -
Other receivables 23,321 55 - - 332,189 355,565 7.6 12.5
Other financial
assets - - - - 41,767 41,767 - -
267,913 6,080 - - 849,579 1,123,572
Financial liabilities
Secured loans 28,749 - 6,298 - - 35,047 4.6 5.5
Unsecured loans 199,057 - - - - 199,057 6.8 -
Unsecured
notes 1999 - - 53,233 33,271 - 86,504 - 7.6
Unsecured
notes 2005 - - - 156,672 - 156,672 - 7.6
Convertible notes - 82,823 - - - 82,823 - 7.0
Finance leases - 3,575 4,807 185 - 8,567 - 8.1
Payables - - - - 889,567 889,567 - -
Taxation payable - - - - 61,341 61,341 - -
227,806 86,398 64,338 190,128 950,908 1,519,578

76

Notes to the Financial Statements for the year ended 30 June 2007

Note 38 Financial Instruments (continued)

(b) Interest rate risk exposures (continued)

Consolidated Fixed Interest Rate Maturing In Rate Maturing In
Floating 1 Year Over 1 More than Non Average Interest Rate
Interest or Less to 5 Years
5 Years
-Interest %
Rate Bearing Total
2006 $000 $000 $000 $000 $000 $000 Floating Fixed
Financial assets
Cash 536,861 660 - - - 537,521 5.5 6.2
Finance debtors 1,344 - - - - 1,344 12.3 -
Associated entity loans - 5,685 - - 61,198 66,883 - 4.4
Trade debtors - - - - 448,121 448,121 - -
Other receivables 21,626 - - - 225,994 247,620 9.5 -
Other financial assets - - - - 31,099 31,099 - -
559,831 6,345 - - 766,412 1,332,588
Financial liabilities
Secured loans 140,534 - - - - 140,534 5.7 -
Unsecured loans 105,942 - - - - 105,942 6.3 -
Unsecured notes 1999 - 95,927 59,032 36,895 - 191,854 - 7.0
Unsecured notes 2005 - - - 173,742 - 173,742 - 7.0
Convertible notes - - 87,588 - - 87,588 - 7.0
Finance leases - 4,650 3,371 2,694 - 10,715 - 8.3
Payables - - - - 985,757 985,757 - -
Taxation payable - - - - 26,100 26,100 - -
246,476 100,577 149,991 213,331 1,011,857 1,722,232
Parent Fixed Interest Rate Maturing In
Floating 1 Year Over 1 More than Non Average Interest Rate
Interest or Less to 5 Years
5 Years
-Interest %
Rate Bearing Total
2007 $000 $000 $000 $000 $000 $000 Floating Fixed
Financial assets
Associated entity loans - - - - 6,143 6,143 - -
Other receivables - - - - 1,546,999 1,546,199 - -
Other financial assets - - - - 60 60 - -
- - - - 1,553,202 1,553,202
Financial liabilities
Bank Overdraft 33,658 - - - - 33,658 9.7
-
Unsecured loans 100,000 - - - - 100,000 6.9
-
Unsecured notes 1999 - - 53,233 33,271 - 86,504 - 7.6
Unsecured notes 2005 - - - 156,672 - 156,672 - 7.6
Convertible notes - 82,823 - - - 82,823 - 7.0
Payables - - - - 437,319 437,319 - -
Taxation payable - - - - 21,437 21,437 - -
133,658 82,823 53,233 189,943 458,756 918,413

77

Notes to the Financial Statements for the year ended 30 June 2007

Note 38 Financial Instruments (continued)

(b) Interest rate risk exposures (continued)

Parent Fixed Interest Rate Maturing In
Floating 1 Year Over 1 More than Non Average Interest Rate
Interest or Less
to 5 Years

5 Years
-Interest %
Rate Bearing Total
2006 $000 $000 $000 $000 $000 $000 Floating Fixed
Financial assets
Associated entity loans - - - - 6,089 6,089
-
-
Other receivables 1,834 - - - 1,278,667 1,280,501
4.9
-
Other financial assets - - - - 60 60
-
-
1,834 - - - 1,284,816 1,286,650
Financial liabilities
Bank Overdraft 36,165 - - - - 36,165
9.0
-
Unsecured loans 100,000 - - - - 100,000
6.3
-
Unsecured
notes 1999 - 95,927 59,032 36,895 - 191,854
-
7.0
Unsecured
notes 2005 - - - 173,742 - 173,742
-
7.0
Convertible notes - - 87,588 - - 87,588
-
7.0
Payables - - - - 251,988 251,988
-
-
Taxation payable - - - - 20,156 20,156
-
-
136,135 95,927 146,620 210,637 272,144 861,493

(c) Credit risk exposures

The Group’s exposures to credit risk on the balance sheet are indicated by the carrying amounts of its financial assets. The Group minimises concentrations of credit risk by undertaking transactions with a large number of debtors in various locations and industries. The credit risk amounts do not take into account the value of any collateral or security. The creditworthiness of counterparties is regularly monitored and subject to defined credit policies, procedures and limits. The following amounts disclosed do not reflect expected losses and are shown gross of provisions.

2007 2006
$000 $000
Location of credit risk
Australia 746,443 671,023
Asia (excluding China) 19,871 10,657
China 14,540 10,708
Europe 29,110 37,085
Japan 3,880 5,515
North America 18,764 19,905
Other 4,887 9,072
Total gross receivables 837,495 763,965
Industry classification
Rural 440,854 453,292
Automotive 85,843 95,052
Property - 42,847
Forestry 146,449 118,552
Other* 164,349 54,222
Total gross receivables 837,495 763,965
  • includes $105,935,000 in relation to deferred settlement of the property sale transaction.

The credit risk associated with cash is located primarily in Australia.

78

Notes to the Financial Statements for the year ended 30 June 2007

Note 38 Financial Instruments (continued)

(d) Foreign Exchange Risk

The Group is exposed to movements in the exchange rates of a number of currencies, in the ordinary course of business operations. Exposure to movements in the AUD/USD and AUD/EUR exchange rates are the predominant exposures. These are primarily generated from the following activities:

  • (i) Purchase and sale contracts written in foreign currency, or priced in AUD but determined from a foreign currency value at a future date;

  • (ii) Receivables and payables denominated in foreign currencies;

  • (iii) Commodity derivatives traded in a currency other than AUD;

  • (iv) Commodity cash prices that are partially determined by movements in exchange rates;

  • (v) Costs to sale such as transportation and commission denominated in foreign currency; and

  • (vi) Funding raised in foreign currency.

Foreign exchange risk is managed within Board approved limits using forward foreign exchange and foreign currency option contracts. Where possible, exposures are netted off against each other to minimise the cost of hedging.

In managing foreign exchange risk, hedge accounting will be applied for financial reporting purposes for selected exposures based upon the size and duration of the exposure.

Where hedge accounting is not applied, foreign currency contracts are fair valued at balance date with gains and losses recognised immediately through the income statement.

(e) Fair value of financial assets and liabilities

The fair value of derivative financial instruments is determined by reference to quoted market prices. Where a quoted market price is not available, the fair value is the estimated amount the consolidated entity would receive or pay to terminate the derivative financial instrument taking into account available market information.

The gain or loss arising from changes in fair value is recognised immediately in the income statement, unless the derivative qualifies for hedge accounting, in which case the accounting treatment is set out below.

All financial assets and liabilities have been recognised in the balance sheet at their net fair values, except for the following:

Carrying amount Fair Value
2007 2006 2007 2006
$000 $000 $000 $000
Financial Assets
Listed shares (equity accounted - refer note 12) 297,163 356,159 497,326 303,831

(f) Hedging activities

At 30 June 2007, the Group had a number of interest rate swap agreements and cross currency swap agreements in place. These swaps are used to hedge the movements in interest rates and the changes in fair value of borrowings denominated in a foreign currency (USD).

The Group also held a number of forward exchange contracts designated as hedges of contracted future sales to customers and contracted future purchases from suppliers for which the Group has firm commitments. The foreign currency contracts are being used to hedge the foreign currency risk of the firm commitments.

The terms of these swap agreements and forward contracts are as follows:

Amount in Total Maturity Pay Rate/ Number of
$AUD’000 Exchange Rate Designated
Hedge Contracts
At 30 June 2007
Interest Rate Swaps 425,000 May 2008 to June 2015 4.875% to 5.845% 5
Cross Currency Swaps 291,709 Nov 2009 to May 2015 BBSW + Margin 5
At 30 June 2006
Interest Rate Swaps 500,000 Nov 2006 to June 2015 4.85% to 5.845% 6
Cross Currency Swaps 395,200 Nov 2006 to Dec 2015 BBSW + Margin 6

79

Notes to the Financial Statements for the year ended 30 June 2007

Note 39 Share Based Payment Plans Consolidated Consolidated Parent
2007 2006 2007 2006
The number of full time equivalents employed at 30 June are: 5,002 5,118 21 22

(a) Employee option ownership scheme

The parent entity issues from time to time options over ordinary shares to senior employees of the Group. These options are issued at the sole discretion of the Directors as part of employees’ remuneration packages.

The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options issued during the year:

2007 2007 2006 2006
No. (‘000) WAEP No. (‘000) WAEP
Outstanding at the beginning of the year 12,090 1.75 11,360 1.51
Issued during the year 8,763 2.06 5,465 2.02
Lapsed during the year (695) 2.01 (825) 1.73
Exercised duringthe year (1,670) 1.54 (3,910) 1.44
Outstandingat the end of the year 18,488 1.91 12,090 1.75

The range of exercise prices for options outstanding at the end of the year was $1.23 - $2.25.

The weighted average remaining contractual life for the share options outstanding as at 30 June 2007 is 4.18 years (2006: 4.59 years).

The expense recognised in the income statement in relation to these options is disclosed in note 3.

(b) Employee share plan (ESP)

Shareholders approved the implementation of an ESP at a general meeting in November 1989 and October 1998. Within the ESP, two schemes exist. The general terms and conditions of these schemes comprise:

  • (i) General Employee Scheme under which permanent employees may acquire shares in the parent company with a market value ranging from $3,000 to $17,500 per year per employee; and

  • (ii) Incentive Scheme under which selected employees will be eligible to acquire shares in the parent company on such terms as the Directors decide are appropriate in the circumstances of the employee.

During the financial year no ordinary shares (2006: nil) in the parent company were transferred to eligible employees for nil consideration under the Incentive Scheme.

Shares are issued to eligible employees by way of an interest free loan and are subject to holding restrictions, which prevent the employee dealing in the shares until the restriction period has expired. All shares issued under the plan rank equally with other shares of their class and participants enjoy all rights attaching to that class of shares. Any loan is repayable from dividends and the proceeds of sale of shares issued under the plan but is otherwise non-recourse to the employee, the shares being held by the Trustee as security for repayment of loan. This plan is accounted for and valued as an option plan, with the contractual life of each option equivalent to the estimated loan life.

(c) Option pricing model

The fair value of the share options is estimated as at the date of grant using a Trinomial valuation model and taking into account the terms and conditions upon which the options were granted.

The following table lists the inputs to the model used for the period:

2007 2006
Dividend Yield (%) - -
Expected Volatility (%) 28.00 28.00
Risk-free interest rate (%) 6.05 5.31
Expected life of options (years) 3.00 3.00
Option exercise price ($) 2.12 2.28
Weighted average share price at measurement date ($) 2.16 2.26

80

Notes to the Financial Statements for the year ended 30 June 2007 Note 40 Superannuation Commitments

Details of the Group’s superannuation fund (accumulation and defined benefit) as extracted from the plan’s most recent financial reports are as follows:

30 June 2007 30 June 2006
$000 $000
Net market value of plan assets 706,709 572,265
Accrued benefits as at 30 June 2007 (2006) (706,709) (572,265)
Excess of plan assets over accrued benefits - -

Contributions to the accumulation section of the fund by the employer are paid in accordance with legislative requirements, the fund’s rules and employee salary packages. Employees may also contribute. The assets of the accumulation section of the fund are sufficient to satisfy all benefits that would be vested in the event of termination.

Funding recommendations made by the actuary are based on assumptions of various matters such as future salary levels, mortality rates, membership turnover and interest rates. Comprehensive actuarial valuations are made at three yearly intervals, and the last such assessment was made as at 30 June 2004, by RS Mitchell, F.I.A.A from Mitchell and Co Pty Ltd. The next actuarial valuation is to be conducted as at 30 June 2007, with the report to be completed by Mercer and due on 30 November 2007.

The objective of the valuation is to ensure that the benefit entitlements of employees are fully funded by the time they become payable. To achieve this objective, the actuary has used the aggregate funding method, which entails contributions to be paid out as a constant percentage of members’ salaries over their working lifetimes.

The defined benefit fund does not comprise a material portion of the fund and thus disclosure of the components of the net benefit income recognised in the Group income statement in accordance with AASB 119 Employee Benefits has not been made.

Note 41 Changes In The Composition Of The Entity

(a) Controlled Entities Acquired

The following controlled entities were acquired by the Group at the date stated and their operating results have been included within the income statement from the relevant date.

Equity and cash consideration paid Proportion Consolidated
Date of Shares 2007 2006
Controlled Controlled $000 $000
PlantTech Pty Limited 2/9/05 100% - 5,416
- 5,416

The consolidated entity also acquired during the financial year the remaining minority interest in controlled entity, Integrated Tree Cropping Ltd.

The aggregate amounts of assets and liabilities acquired by major class are:
Cash - (3,351)
Receivables - 2,133
Inventories - 2,976
Investments - 971
Property, plant and equipment - 127
Goodwill - 3,672
Other assets - 64
Tax assets and liabilities - 1,606
Creditors and provisions - (6,133)
- 2,065
Outflow of cash to acquire the entities, net of cash acquired:
Cash consideration - (2,065)
Cash balance acquired - (3,351)
Net outflow of cash - (5,416)

The fair value of the assets and liabilities recognised on acquisition required no changes from the carrying value of the assets and liabilities acquired.

81

Notes to the Financial Statements for the year ended 30 June 2007

Note 41 Changes In The Composition Of The Entity (continued)

(b) Controlled Entities Disposed

On 10 May 2007, the Group sold certain Caversham companies, taking a 25% interest in the Aspen Development Fund. The companies disposed of were as follows:

Caversham Property Pty Ltd

Caversham Property Developments Pty Ltd

Bradwell Pty Ltd

Details of the disposals are as follows:

Details of the disposals are as follows:
Consolidated
2007 2006
$000 $000
Proceeds received on disposal of shares
Cash 120,959 1,556
Deferred settlement 63,418 -
Investment in Aspen Development Fund 22,500 -
Less costs of disposal (27,653) -
179,224 1,556
The carrying amounts of assets and liabilities disposed of by major class are:
Receivables 6,686 2,366
Inventories 158,622 5,753
Other assets - 806
Property, plant & equipment 139 1,389
Investment properties 9,352 -
Payables (4,366) (12,284)
Provisions (129) (631)
Net assets/(liabilities) of entity sold 170,304 (2,601)
Unrealised amounts eliminated - 4,022
Profit on disposal (before tax) 8,920 1,421

In 2006, the Group sold down equity in Australian Fine China, retaining 48% equity interest.

Note 42 Subsequent Events

Subsequent to year end, Futuris and an associated entity, Webster Limited, have reached an in-principle agreement, subject to shareholder approvals, successful divestment of Webster’s non-core industrial operations, due diligence and valuations, to:

  • transfer Futuris’ aquaculture and horticulture interests to Webster for a purchase price of $37.6m in exchange for 26,857,143 ordinary shares in Webster at $1.40 per share.

  • provide Webster with $25m secured loan facility convertible at $1.40 per ordinary share.

No other matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated financial statements, that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years.

82

Notes to the Financial Statements for the year ended 30 June 2007 Note 43 Discontinued Operations And Businesses Disposed

Particular companies within the Property division were disposed of on 10 May 2007 and is reported as a discontinued operation. This note shows the results of the continuing businesses and the discontinued business.

Continuing Continuing Discontinued Consolidated Continuing Discontinued Consolidated
For the year ended 30 June 2007 2007 2007 2006 2006 2006
$000 $000 $000 $000 $000 $000
Sales revenue 3,090,792 137,719 3,228,511 3,176,844 178,974 3,355,818
Cost of sales (2,278,243) (108,100) (2,386,343) (2,342,463) (153,597) (2,496,060)
Other revenues 67,752 331 68,083 44,443 2,095 46,538
Other expenses (794,067) (8,474) (802,541) (797,421) (8,513) (805,934)
Share of net profits of associates
and joint ventures accounted
for using the equity method 41,205 - 41,205 49,187 - 49,187
Profit on sale of non current assets 6,218 8,920 15,138 7,273 - 7,273
Profit before net borrowing costs
and tax expense 133,657 30,396 164,053 137,863 18,959 156,822
Interest revenue 13,905 74 13,979 20,210 - 20,210
Borrowing costs (54,003) - (54,003) (59,171) - (59,171)
Profit before tax expense 93,559 30,470 124,029 98,902 18,959 117,861
Income tax expense (11,610) (8,935) (20,545) (16,234) (5,212) (21,446)
Net profit for year 81,949 21,535 103,484 82,668 13,747 96,415
Net profit attributable to minority interest
(2,769)
- (2,769) (8,976) - (8,976)
Net profit attributable to members
of the parent entity 79,180 21,535 100,715 73,692 13,747 87,439
Revenue and Expenses
Sales revenue:
Sale of goods 2,313,528 43,068 2,356,596 2,584,892 63,855 2,648,747
Commission and other selling charges 540,238 - 540,238 389,330 - 389,330
Construction contract revenue - 93,634 93,634 504 115,119 115,623
Insurance premium revenue 182,254 - 182,254 164,202 - 164,202
Other sales related income 54,772 1,017 55,789 37,916 - 37,916
3,090,792 137,719 3,228,511 3,176,844 178,974 3,355,818
Other expenses:
Distribution expenses 418,239 - 418,239 412,514 - 412,514
Marketing expenses 26,100 - 26,100 34,742 94 34,836
Occupancy expenses 11,692 283 11,975 13,052 339 13,391
Administrative expenses 101,985 8,191 110,176 106,677 6,342 113,019
Insurance claims & related expenses 165,680 - 165,680 150,148 - 150,148
Other expenses 70,371 - 70,371 80,288 1,738 82,026
794,067 8,474 802,541 797,421 8,513 805,934
Profit on sale of non current assets
- property, plant and equipment 2,993 - 2,993 4,230 - 4,230
- investments 3,225 - 3,225 1,622 - 1,622
- controlled entities - 8,920 8,920 1,421 - 1,421
6,218 8,920 15,138 7,273 - 7,273
2007
Cash flow information - discontinued operations $000
The net cash flow of the divested Property Division are as follows:
Operatingactivities 7,640
Net cash inflow 7,640

83

Directors’ Declaration

  • (1) In the opinion of the directors:

  • (a) the financial statements and notes of the company and of the Group are in accordance with the Corporations Act 2001, including:

    • (i) giving a true and fair view of the company’s and Group’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and

    • (ii) complying with Accounting Standards and Corporations Regulations 2001; and

  • (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

  • (2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2007.

  • (3) In the opinion of the directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the closed group identified in note 34, will be able to meet any obligations or liabilities to which they are, or may become subject by virtue of the deed of cross guarantee.

Signed in accordance with a resolution of the directors.

GD Walters Director

==> picture [132 x 78] intentionally omitted <==

LP Wozniczka Director

Adelaide 6 September 2007

84

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Independent audit report to members of Futuris Corporation Limited

We have audited the accompanying financial report of Futuris Corporation Limited, which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state that the financial report, comprising the consolidated financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report 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 entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit we have met the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.

In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

Auditor’s Opinion

In our opinion:

  1. the financial report of Futuris Corporation Limited is in accordance with the Corporations Act 2001 , including:

  2. (i) giving a true and fair view of the financial position of Futuris Corporation Limited and the consolidated entity at 30 June 2007 and of their performance for the year ended on that date; and

  3. (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 .

  4. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Ernst & Young

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A Herald Partner

Adelaide 6 September 2007

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Company Directory Directors

S. Gerlach, LLB, Chairman

W.H. Johnson, ASA, Deputy Chairman

C.E. Bright, BA MA(Oxon)

J.C. Fox, BE, MEngSci, PhD

R.G. Grigg, FSAE-I, FAICD

I.G. MacDonald, SF Fin A.Salim, BBus

G.D. Walters, AM, FCA

L.P. Wozniczka, BSc(Hons) MBA

Secretaries

M.P. Sadlon, LLB S.C. Furey, BEc(Acc),FCA, LLM

Registered Office Level 6, 27 Currie Street Adelaide, South Australia, 5000 Telephone: (08) 8425 4999 Facsimile: (08) 8410 1597 Email: [email protected] Website: www.futuris.com.au

Investor Registry Computershare Investor Services Pty Ltd Level 5, 115 Grenfell Street Adelaide, South Australia, 5000 Telephone: 1300 55 61 61 Facsimile: +61 (0)8 8236 2305 Website: www.computershare.com.au

Auditors Ernst & Young

Bankers Australia & New Zealand Banking Group BNP Paribas Citigroup Commonwealth Bank of Australia National Australia Bank Westpac Banking Corporation

Stock Exchange listings

Futuris Corporation Limited ordinary shares, subordinated redeemable convertible notes (Notes) and subordinated convertible unsecured notes (Futuris Hybrids) are listed on the Australian Stock Exchange.

Trustee for Convertible note Holders Permanent Nominees (Aust.) Limited 151 Rathdowne Street Carlton South, Victoria, 3053

Trustee for Futuris Hybrids Permanent Trustee Company Limited 151 Rathdowne Street Carlton South, Victoria, 3053

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