ANNUAL

REPORT
2016
This Annual Report is dated 17 October 2016
and is signed on behalf of the Board by:

Sir Stephen Tindall Keith Smith

Founder Deputy Chairman

Annual Meeting FRIDAY

25
The Annual Meeting of shareholders
of the Group will be held in the
Guineas Ballroom, Ellerslie Event
Centre, 80100 Ascot Avenue,
Greenlane East, Auckland, November
New Zealand, on Friday
25 November 2016 at 10:00am. 2016
 Board &
Highlights CEOs Report The Board
Page 2 Page 4 Page 8

Community &
Environment
Page 40

Health &
Safety The Warehouse
Page 54 Page 12

Warehouse
Stationery
Page 18

Torpedo7
Group
Page 30

Noel Leeming Financial Services

Page 24 Page 36

PG 1
 Everything
in one place
The Warehouse:

Noel
Leeming:
Making the desirable affordable
and the affordable desirable Making Kiwi Lives Better
Through Technology
House of Bargains, Home of Essentials

Online
up 30% vs
last year

30%
More than 1 in 4 online customers
choose to pick up in store
showing true omnichannel
75
Appliance, technology
and service stores

The Warehouse Group brings together everything

New Zealanders could need or want while Torpedo7
continuing to make the desirable affordable. Group:
Our customers needs are being driven by
technological and social change, and expectations A diverse group on a
mission to be the best
around delivery and value are increasing.
The Warehouse Group is committed to delivering relevance to our customers
and sustainable profitability to our stakeholders. We will continue to build on
our vision of a Group that helps Aotearoa New Zealand flourish.

14%
Online
up 14% vs
last year

PG 2
 ,000
80students
Warehouse Stationery:

The Warehouse
Our Get New Zealand Group:
Writing campaign had
2,700 classrooms taking
part with over 80,000
students joining in

1M
No. 1
KIWIS
66
Destination for Bricks and More than 1 million
Back to School mortar stores Kiwis visit our websites
each month

Noel
Leeming: Financial Services:

64%
Online
up 64% vs
last year An agile and innovative
financial services business
that puts customers first

167 The Warehouse Group:

T O P 1 0
Our combined
unique audience
puts us in the
167 Schools visited by top 10 websites
the Mobile Learning Centre in New Zealand

$185.8
1-day Sent more than

3 million
New Zealands

million
#1 Daily Deal
goods site

online sales for FY16,

up 22% vs last year
parcels

22%

PG 3
 Board and
CEOs Report
The Warehouse Group has delivered another strong performance,
with an Adjusted Net Profit After Tax1 (Adjusted NPAT) for the financial
year ended 31 July 2016 (FY16) of $64.1 million, which is above the
guidance range of $61-$64 million indicated to the market. Group retail
sales for the year were $2,924.7 million, up 5.6% compared to last year.
What is important to note is that all brands have contributed strong
performances, reflecting consistency in The Warehouse and Warehouse
Stationery, and improvements in Noel Leeming and Torpedo7.

49.4%
Increase in
Reported Net
Profit After Tax

Eduard
(Ted) van Arkel

Our Chairman, Ted van Arkel, retired from the

Board on 23 September 2016.
We would like to sincerely thank Ted for his
contribution during the five years that he was
on the Board, firstly, as a non-executive director
and secondly, as Chairman.
As an experienced professional director with
significant retail knowledge, coupled with extensive
commercial skills, Ted added a breadth and depth
to the board where his influence and involvement
Nick Grayston
were greatly appreciated over the years. Group Chief Executive Officer

PG 4
Group Result Segment Performance
For the full year (a return to a normal 52 week The Warehouse (Red Sheds)
period compared with the 53 week period in FY15),
A very strong first half year, combined with a solid
the Group Adjusted NPAT was 12.2% higher than
second half year performance which faced with some
last year. The second half of the year brought some
currency and weather headwinds, delivered a good
challenges in the form of a weaker currency driving
overall result with 12.3% profit growth for the year.
up the cost of goods sold, and a late start to what
Same store sales growth in the fourth quarter was
ultimately turned out to be a warm winter. Despite
up 5.1%, and 4.1% up for the full year.
those challenges, the retail group reported 1.5%
growth in operating profit for the second half at The Red Sheds continue to focus on improving
$35.4 million compared to $34.8 million in FY15, the product offer, moving more towards an Every
which is notable because the second half of FY15 was Day Low Price strategy in key categories, and
particularly strong and this years second half trading delivering excellent customer experience. Particularly
period was one week shorter. strong growth was seen in the core Home, Apparel
and Leisure categories. Good cost control and
This marks the third consecutive half-year where we
productivity improvement contributed to overall
have delivered profit growth year-on-year, and is
profit improvement.
part of a growing base of evidence pointing to the
turnaround of the business. Sales growth remains Warehouse Stationery (Blue Sheds)
strong at 5.6%. Cost control is delivering good profit Warehouse Stationery delivered a consistently strong
leverage from that sales growth, already strong result, showing same store sales growth in the fourth
employee engagement is increasing, customers quarter of 8.4%, and 6.5% for the full year. Sales growth
are responding well to our product and service in Warehouse Stationery translates consistently to
strategies, and our physical store refit program is profit leverage, with operating profit increasing 12.3%
largely complete. Building on these foundations, from $12.7 million in FY15 to $14.3 million in FY16.
there is still much opportunity to improve, which is
outlined in our strategy below. The business delivered record results for this years
Back to School season which was a key focus for
Reported Net Profit After Tax was $78.3 million, up FY16, and has relaunched its online offering on an
49.4% on last year, with gains recorded on some updated platform.
property sales (Kaitaia, Hamilton and Gisborne) and
business disposals. During the year, the Group sold Noel Leeming
its interest in pet.co.nz, and acquired the remaining Noel Leemings operating profit was a strong
20% shareholding in Torpedo7 Group and Westpacs turnaround in performance from a softer FY15 result,
50% shareholding in our financial services joint increasing 87.6% from $6.4 million in FY15 to $12.1
venture company. million in FY16. Significant growth in sales overall for
This year, we have streamlined the reporting of our the year reflects Noel Leemings leadership position
financial statements in line with industry moves in key growth categories such as cellular.
to adopt simplified reporting, which is aimed at The business continues to grow market share with
making the financial statements and their notes same store retail sales growth in the fourth quarter
more accessible and approachable to users of the a very strong 16.7%. The companys focus on people
accounts. Part of that process has seen us split out and services continues to drive results in a highly
the balance sheets for our retail and financial services competitive technology and appliances market.
businesses, now that the financial services business is
The exit of Dick Smith from the market has
launched and building scale.
consolidated already strong momentum in gaining
During the year, the Group welcomed Nick Grayston market share.
as Group Chief Executive, taking over from Mark
Powell in a smooth handover process. The Board Torpedo7 Group
has also recently announced the retirement of FY16 has seen a positive turnaround in performance
Ted van Arkel as Chairman of the Board, and the for Torpedo7, with operating profit of $3.4 million
appointment of Joan Withers as incoming Chair, a significant improvement on the breakeven result
an appointment which took effect after balance in FY15. Total Torpedo7 sales grew 13.3% in the year.
date on 23 September 2016. Of particular note this year has been the improved
performance of the retail stores and the 1-day daily
deals business.

1 Certain transactions, which the Group defines as unusual can make

A new chief executive, Andrew Scott, has been
the comparisons of profits between years difficult. The Group appointed to lead the Torpedo7 Group, after a year
monitors adjusted net profit which removes unusual items as a key
indicator of performance and uses it as the basis for determining
of interim leadership while the business searched
dividends and believe it helps improve the understanding of for a permanent CEO. Thanks in particular to
underlying business performance. A reconciliation of adjusted net
profit to reported net profit is detailed on page 66 in note 5 of the
Matt Campbell for leading the business through
Financial Statements. the first half of FY16.

PG 5
 Financial Services transforming the approach and investment in
The Financial Services business launched to the market marketing. Physical space requirements are changing,
in FY16, with a range of retail-oriented Visa credit still reflecting their importance in the channel mix,
card products and insurance offers. The acquisition but requiring a flexibility and adaptability previously
of Westpacs shares in the joint venture company, not needed. In addition the shopping experience is
The Warehouse Financial Services Limited, was also becoming much more of a focus than the task of
completed. The business recorded an operating loss putting products into customers hands.
of $3.4 million compared to a $1.8 million loss in FY15, While the Group has made some good progress
in line with expectations and reflecting the early-stage addressing these challenges, now it needs to design
losses anticipated as the business starts to build scale. these as fundamental parts of a successful retail
Our strategy outlines in more detail where we see business rather than as adjuncts to a traditional model.
the future heading for financial services. To be successful in the future our retail brands need to:
Online Focus on core retail competencies that
All of the Groups retail brands are trading online. need evolving
In addition to straight forward home delivery, Simplify their businesses and remove
all brands offer click and collect (order online and unproductive complexity and cost
pick up in store) and endless aisles (order extended Be fundamentally more agile in being able
ranges from within smaller stores) services. Total to adapt to changing customer demand
Group online sales were $185.8 million, up 22.0%
Shorten the cycle times in our business
compared to last year. The Group includes four of the
to remove risk
top ten retailer websites in New Zealand (Nielsen)
with online sales now representing over Innovate our marketing activities and mix.
6% of total Group sales. Essentially retail is moving from a supplier-push
model to a consumer-pull model and we have to
Strategy2 redesign our retail businesses to be able to profitably
operate that way.
The Group has stabilised its performance following
a period of investment catch-up that was necessary
after a phase of under-investment and sales decline Both now and in the future we will focus on
improving our relevance to customers.
in the late 2000s. The last 18 months show clear
signs that the trading results are recovering, which NOW
indicates the business foundations and brand Continue to improve our product offer, adjusted
range and assortment showing clear value leadership
strategies are sound. The next phase of our strategy
Grow our data capability so that we understand better
is to build sustainable profit growth, deliver returns what customers want
on the investments made to date, and position the Continue to invest in our staff to deliver the best
company to compete strongly in the future. service and experience to our customers
Our strategy is not a change in direction, it can Design a more comprehensive customer engagement
model into our business.
be better described as a sharpened focus on
those essential elements that are critical to the
achievement of sustainable profit growth and the FUTURE
success of the business. It builds on the foundations Achieve integrated retail leadership in New Zealand,
of the past rather than abandoning and reworking delivering on the promise of omnichannel integration
the good work that has gone before. and providing great customer experiences
Improve and integrate how we give back and
Our strategy can be summarised as a drive to profit support our local communities
growth through operating efficiency, and repositioning Leverage the strength of the Group better to
the product and service experience to meet changing solve customers problems.
consumer needs enabled by digital technology.

Changing face of retail In order to achieve sustainable profitability we need to:

The consumer landscape is changing rapidly NOW

as peoples lives get busier, and more connected Accelerate changes in our operating model
to drive profit:
to technologies which increases the complexity,
richness and choice of shopping experiences. Range and assortment focus in Red
Technology is not only impacting how customers Continue our migration to Every Day Low
Price (EDLP) in Red
engage in retail activities, but it is also transforming
Optimise our supply chain and dynamic
the businesses who deliver those experiences,
sourcing to improve cost of goods sold
enabling more competition from non-traditional
Improve our inventory utilisation and
players as well as giving rise to different business free up working capital
models and ways to deliver value to customers. Reduce costs
Key trends are emerging in retail as the impact
of these changes are felt; the rise of omnichannel
FUTURE
which recognises that customers want a seamless
experience whether they interact physically or Reduce complexity and improve efficiency
Reconfigure the use of physical space across the
virtually. Data analytics are transforming how
Group to support omnichannel and reduce costs
retailers understand customer demand and behaviour,
Invest in value and price leadership
Switch our model from supply-push to customer-pull
2 A detailed strategy presentation can be found on
www.thewarehousegroup.co.nz.

PG 6
Brand Strategies As mentioned above, the financial services balance
sheet is disclosed separately as it will be operated
under a very different capital structure (a high
Getting fit a drive to profit growth proportion of debt financing underpinning the lending
through excellent retail fundamentals book) than the retail business. The financial services
business has been carved out of any banking and
Winning the digital future financing covenants in our senior debt instrument,
or commercial banking facilities.
repositioning the product and
We continue to explore incremental property
service experience to meet changing development opportunities (develop, sale and
customer needs and competition, leaseback), which we may fund ourselves or via
development partners depending on the scale of the
enabled by digital technology development. The Newmarket property is disclosed
as available for sale reflecting the fact that we
The Warehouse have been in the market looking for a development
partner to redevelop the Newmarket site. Should that
Helping New Zealand families flourish.
project proceed, it will commence in FY17.

Warehouse Stationery Dividend

Providing customers with everything they need The Directors are pleased to confirm the final
to Work, Study, Create, Connect. dividend of 5 cents per share, bringing the total
dividend for FY16 to 16 cents per share. This is in line
Noel Leeming with the dividend policy of a distribution between
Making Kiwi lives better through technology. 75% and 85% of the retail adjusted net profit after
tax, (excluding financial services). The strategy that
Torpedo7 Group has been developed, and is outlined below, has been
Develop each Torpedo7 Group brand to be New Zealands constructed on the basis of the business self-funding
leading retailer in their respective segment. the investment that the strategy requires.

Financial Services
To be a leading New Zealand Retail Financial Outlook
Services Company.
As our earnings are significantly influenced by the
Christmas trading performance, it is too early to
In Summary provide specific earnings guidance for FY17. However,
the current business performance, coupled with key
The Warehouse Group needs to continue to change elements of the Groups strategic plan, should ensure
and accelerate is performance to be successful in that Adjusted NPAT for the Group in FY17 is above
tomorrows retail and consumer environment. We have that recorded in FY16.
made some good progress but now need to focus and The challenges that we face over and above the
bring some additional skills to reposition the business normal challenges expected include increasing
and invest in our digital future. Those investments competitive activity and pressure; both online as
will be funded from extracting operating cost savings, major players strengthen their offers, and offline as
and represent modest incremental investments, not global competitors enter the New Zealand market.
large, long duration investment projects. There are risks around customer demand, influenced
We will focus on execution to extract that value by general economic conditions and a push towards
from the business, with our strategy being delivered higher savings levels, as well as particular factors
in market by each brand, supported by some core such as potential slowing of activity linked to the
Group capabilities. Christchurch rebuild and the Auckland housing market.
This will enable us to deliver our vision set by Sir Global economic volatility is also a relevant input into
Stephen Tindall all those years ago of: A company domestic consumption, investment and funding.
that drives sustainable profitability and helps An additional challenge is an internal one our ability
Aotearoa New Zealand to flourish. to execute the strategy outlined above. To effect the
changes that we are aiming for will require a discipline
Balance Sheet
and focus on execution which is a level above what
The Group remains focused on driving the the business normally experiences. Specific capabilities
performance of the current business portfolio, and approaches will be used to mitigate that risk.
as a consequence M&A activity is limited. We have
identified that the Group is not a good owner of
small businesses, however successful they may be,
and have divested our 50% interest in pet.co.nz.
The acquisition of Westpacs share in our joint
venture was part of the growth strategy in financial
services. That acquisition brought $57 million of
finance receivables onto the balance sheet, and the Sir Stephen Tindall Nick Grayston
associated debt financing of $55 million which has Founder Group Chief
been arranged under a securitization financing plan. Executive Officer

PG 7
 The Board

Joan Withers Sir Stephen Tindall Keith Smith James Ogden

MBA KNZM, Dip.Mgt, FNZIM, CFisntD, BCom, FCA BCA(Hons), FCA, CFinstD
Chair and Independent HonD. DCom Honoris Causa Deputy Chairman and Independent
Non-Executive Director Founder and Non-Executive Independent Non-Executive Non-Executive Director
Director Director

TERM OF OFFICE TERM OF OFFICE: TERM OF OFFICE: TERM OF OFFICE:

Appointed Director Appointed Director 10 June 1994, Appointed Director 10 June 1994, Appointed director
23 September 2016 last re-elected 2013 Annual Meeting last re-elected 2014 Annual Meeting 4 August 2009, last re-elected
2015 Annual Meeting
BOARD COMMITTEES: BOARD COMMITTEES: BOARD COMMITTEES:
Member of the Audit Committee, Member of the Disclosure Chairman of the Disclosure BOARD COMMITTEES:
the Disclosure Committee, the Committee and the People and Committee and the Corporate Chairman of the Audit
Corporate Governance Committee Remuneration Committee Governance Committee, Member Committee and Member of the
and the People and Remuneration Sir Stephen founded The Warehouse of the Audit Committee and Disclosure Committee
Committee in 1982 and grew the company the People and Remuneration James brings strong financial
Joan has been a professional into a billion-dollar business before Committee expertise to the Board and
director for 18 years and spent stepping down as Managing Keith has been involved with director experience across a
over 25 years working in the media Director in 2001. His vision for The Warehouse since Sir Stephen broad range of industries. He
industry previously holding CEO creating an organisation to opened his first store in 1982, has had a distinguished career
positions at The Radio Network provide support for worthwhile initially providing accounting, tax as an investment banker for
and Fairfax Media. Her current
initiatives benefiting New Zealand and corporate advice, and was 11 years, six years as Country
governance roles are Chair of
and New Zealanders resulted in Chairman from 1995 to May 2011. manager for Macquarie Bank
Mercury NZ Limited, Chair of TVNZ
the establishment of The Tindall He has a long-standing record and five years as a director
and The Warehouse Group Limited
Foundation, promoting a hand up of leadership as a director and of Credit Suisse First Boston.
and director of ANZ NZ. Joan will
step down from the TVNZ role in rather than a hand out philosophy. advisor to companies in a diverse Also, James has worked in the
April 2017 after serving eight years Sir Stephen has seen many personal range of industries, including New Zealand dairy industry
as a director. honours and awards come his way. the energy sector, rural services, in chief executive and finance
In August 2009, he was bestowed printing, media and exporting. roles for eight years. In addition
Joan is also a Trustee of the Louise
Perkins Foundation, and is Chair of the accolade of a knighthood He is Chairman of listed company to his role as a director of
a steering committee working to in recognition of his work with Goodman (NZ) Limited (the The Warehouse Group, he
increase the percentage of South New Zealand businesses and the Manager of Goodman Property is Chairman of Tegel Group
Auckland Maori and Pacific Island community. He has helped ordinary Trust) and is a director of Mercury Holdings Limited, a director of
students taking up roles in the Kiwis reach their potential and is NZ Ltd, Westland Co-operative Summerset Group Holdings
health sector. a true leader across the spheres Dairy Limited, and several other Limited, a director of Vista
She holds a Masters Degree in of business, community and the private companies. Group International Limited
Business Administration from environment. Through his investment Keith is a past President of the and is a member of the New
The University of Auckland business K1W1, Sir Stephen has Chartered Accountants Australia Zealand Markets Disciplinary
and is a University of Auckland invested in more than 100 New and New Zealand. Tribunal.
Distinguished Alumni (2015). Joan Zealand export-oriented technology Former directorships include
is the author of A Girls Guide to companies, with the goal to help New Zealand Post Limited, and
Business which was published New Zealand businesses thrive on Kiwibank Limited,
by Penguin Books in 1998. She the world stage.
was awarded the New Zealand As a further acknowledgement
Shareholders Beacon Award in 2014. in 2015, Sir Stephen was named
In 2015, Joan was named the Kiwibank New Zealander of
Supreme Winner in the Women the Year.
of Influence Awards and was
Sir Stephen appointed Robert
named as Chairperson of the
Tindall to be his alternate Director,
Year at the Deloitte Top 200
effective 1 July 2011.
Management Awards.

PG 8
Antony Vanessa Stoddart John Journee Julia Raue
(Tony) Balfour BCom, LLB(Hons), PGDip
in Professional Ethics
BCom, CMInstD MinstD, GAICD
Independent Non-Executive Director Independent Non-Executive
Non-Executive Director Independent Director
Non-Executive Director

TERM OF OFFICE: TERM OF OFFICE: TERM OF OFFICE: TERM OF OFFICE:

Appointed Director Appointed Director Appointed Director Appointed Director
15 October 2012, re-elected 17 October 2013, elected 17 October 2013, elected 23 September 2016
2015 Annual Meeting 2013 Annual Meeting 2013 Annual Meeting
Julia is an Independent Director
BOARD COMMITTEES: BOARD COMMITTEES: BOARD COMMITTEES: for Z Energy Limited, TVNZ,
Member of the People and Chairman of the People and Member of the Audit Committee Southern Cross Medical Care
Remuneration Committee Remuneration Committee (since August 2014). Society and Jade Software
Tony has extensive global retail Vanessa was a lawyer by John has had an extensive retail Corporation. She is also a Member
and eCommerce experience profession. She was previously career, which includes executive of the Risk & Audit Committee
with a strong track record in Group General Manager of experience across sectors that for the Treasury.
a diverse range of industries. Technical Operations and People span general merchandise, Previously, Julia was the Chief
Most recently, he was General at Air New Zealand for almost fashion apparel, FMCG, consumer Information Officer at Air New
Manager (Markets) for 10 years. Prior to this, Vanessa electronics, telecommunications, Zealand (20072015) and she
Icebreaker Clothing with held positions at Carter Holt and electricity retailing. Over was awarded the New Zealand
responsibility for the companys Harvey Packaging Australia his 30-year career, he has spent CIO of the Year award in 2009.
global business units in New as Chief Executive and 15 years with The Warehouse Julia is passionate about growing
Zealand, Australia, USA, Canada, General Manager Performance Group, starting as a joint-venture the number of females working
Europe and Asia as well as the Improvement, as well as change partner in 1990 and progressing in technology and works with a
development of the companys management and legal positions. through senior roles in operations, number of institutions to drive
rapidly growing eCommerce She is a member of both the marketing, merchandise, awareness of IT as a career.
and retail business units. Australian and New Zealand international sourcing and
Prior experience includes Institute of Directors, an honorary business development, before
senior roles in Monster.com fellow of HRINZ and a Companion taking a role in the UK with a
and Seek.com, both successful of IPENZ. telecommunications company.
online recruitment sites. Tony Vanessa is an Independent He rejoined in 2012, when The
also spent nine years at Nike Director for NZ Refinery Ltd and Warehouse Group acquired Noel
in senior general management Alliance Group Ltd. She is a board Leeming, where John was CEO.
roles in the USA, Australia and member of the Tertiary Education He is also Chairman of online
Asia-Pacific regions. Since Commission, the Financial electricity retailer Powershop,
2009, he has been a director of Markets Authority, the Global fashion retailer Max Fashions and
Silver Fern Farms Limited, New Women Board and Kings College Managing Director of equipment
Zealands largest meat company. Board and a member of the Audit distributor Southern Hospitality.
Tony is also an independent and Risk Committees for MBIE John has previously been a non-
director at Les Mills International and DOC. executive director of multichannel
(the worlds leading provider retailer Ezibuy.
of group fitness programming),
Real Journeys Limited (one
of New Zealands leading
tourism companies) and
Mt Difficulty Wines.

PG 9
 5 Year Summary
(52 WEEKS) (53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS)

2016 2015 2014 2013 2012

$000 $000 $000 $000 $000

SUMMARY INCOME STATEMENTS
The Warehouse 1,760,708 1,718,307 1,665,233 1,591,088 1,524,102
Warehouse Stationery 279,155 262,780 250,561 231,838 206,639
Noel Leeming 752,137 665,628 620,520 390,667
Torpedo7 148,660 131,231 107,658 24,193
Other Group operations 9,166 9,276 14,217 9,688 8,664
Inter-segment eliminations (25,144) (16,801) (9,711) (7,942) (7,237)
Retail sales 2,924,682 2,770,421 2,648,478 2,239,532 1,732,168
Finance business revenue 20,352 5,617 2,414
Total revenue 2,945,034 2,776,038 2,650,892 2,239,532 1,732,168

The Warehouse 89,376 79,600 76,903 85,186 80,874

Warehouse Stationery 14,288 12,723 11,793 10,321 9,844
Noel Leeming 12,050 6,424 11,308 11,011
Torpedo7 3,380 34 1,085 656
Other Group operations (7,929) (5,555) (4,373) 4,064 5,744
Retail operating profit 111,165 93,226 96,716 111,238 96,462

Finance business (3,380) (1,793) (1,547)

Equity earnings of associate 723 2,802 3,006 3,464 3,197
Gain on business disposals 9,950
Gain on disposal of property 5,533 5,533 16,810 77,368 18,230
Direct costs relating to acquisitions (479) (1,617) (2,356)
Contingent consideration 675 (977) 5,259
Goodwill impairment (11,302)
Release of warranty provisions 7,355
Earnings before interest and tax 124,187 87,489 118,627 189,714 125,244

Net interest expense (17,891) (16,207) (13,863) (11,675) (10,308)

Profit before tax 106,296 71,282 104,764 178,039 114,936

Income tax expense (23,820) (20,345) (26,868) (28,423) (24,776)

Profit after tax 82,476 50,937 77,896 149,616 90,160
Discontinued operations (net of tax) (642) (4,288)
Minority interests (4,138) 1,496 496 (580) (312)
Profit attributable to shareholders 78,338 52,433 77,750 144,748 89,848

ADJUSTED PROFIT RECONCILIATION

Unusual items (detailed above) (15,679) 6,746 (20,452) (75,012) (25,585)
Income tax relating to unusual items (2,163) (941) 2,751 (327) 888
Minority interests 3,614 (1,104)
Discontinued operations (net of tax) 642 4,288
Adjusted net profit 64,110 57,134 60,691 73,697 65,151

THE WAREHOUSE
Operating margin (%) 5.1 4.6 4.6 5.4 5.3
Same-store sales growth (%) 4.1 1.4 3.2 2.0 2.6
Number of stores 92 92 91 92 89
Store footprint (square metres) 499,547 497,702 494,847 500,769 482,802

WAREHOUSE STATIONERY
Operating margin (%) 5.1 4.8 4.7 4.5 4.8
Same-store sales growth (%) 6.5 1.4 5.3 2.8 3.0
Number of stores 66 65 63 61 56
Store footprint (square metres) 71,927 70,445 68,194 67,230 64,616

NOEL LEEMING
Operating margin (%) 1.6 1.0 1.8 2.8
Same-store sales growth (%) 14.2 1.0 5.6
Number of stores 75 78 77 75
Store footprint (square metres) 71,169 70,999 69,391 67,972

DIVIDEND DISTRIBUTIONS
Interim (cents per share) 11.0 11.0 13.0 15.5 13.5
Final (cents per share) 5.0 5.0 6.0 5.5 6.5
Ordinary dividends declared (cents per share) 16.0 16.0 19.0 21.0 20.0
Basic earnings per share (cents) 22.7 15.2 24.1 46.7 29.0
Basic adjusted earnings per share (cents) 18.6 16.6 18.8 23.8 21.0

PG 10
 2016 2015 2014 2013 2012

$000 $000 $000 $000 $000

SUMMARY BALANCE SHEETS
Inventories 501,713 510,461 492,109 458,109 309,421
Trade and other receivables 150,624 86,361 91,253 69,887 28,455
Creditors and provisions (347,073) (315,565) (328,706) (315,679) (171,506)
Working capital 305,264 281,257 254,656 212,317 166,370

Fixed assets 364,673 386,709 353,376 318,653 368,606

Investments - 2,778 5,541 5,671 6,372
Funds employed 669,937 670,744 613,573 536,641 541,348

Taxation (liabilities) /assets 47,529 25,185 34,071 17,959 (2,823)

Contingent and deferred consideration (1,000) (3,250) (22,316) (21,759)
Goodwill and brand names 125,041 115,818 127,120 95,428
Derivative financial instruments (28,619) 35,358 (7,653) 370 (8,465)
Capital employed 812,888 843,855 744,795 628,639 530,060

Net debt 299,980 299,573 220,878 216,874 212,693

Equity attributable to shareholders 512,741 541,857 519,600 400,029 317,134
Minority interest 167 2,425 4,317 11,736 233
Sources of funds 812,888 843,855 744,795 628,639 530,060

SUMMARY CASH FLOW

Continuing operating profit 107,785 91,433 95,169 111,238 96,462
Continuing depreciation and amortisation 59,660 58,634 51,349 44,017 41,630
Continuing operating EBITDA 167,445 150,067 146,518 155,255 138,092

Change in trade working capital 35,198 (35,343) (22,742) (9,243) (53,757)

Income tax paid (28,037) (22,398) (37,492) (40,803) (31,291)
Net interest paid (16,495) (18,662) (13,351) (12,270) (11,714)
Share-based payment expense 3,208 2,114 2,266 2,545 1,616
Discontinued EBITDA (872) (5,748)
Loss on sale of plant and equipment 1,141 691 2,282 3,965 1,538
Operating cash flow 162,460 76,469 76,609 93,701 44,484

Capital expenditure (75,180) (109,345) (91,010) (93,315) (101,392)

Advances (17,901) (12,071)
Advances repaid 25,013
Proceeds from divestments 45,870 31,120 27,544 195,572 30,318
Proceeds from equity raise 114,072
Dividend from associate 2,695 5,565 3,136 4,165 4,410
Net dividends paid (58,162) (59,640) (58,193) (69,075) (62,989)
Employee share schemes (2,528) (2,455) (2,818) (2,310) 236
Acquisition of subsidiaries and minorities (74,367) (20,043) (80,181) (116,648)
Other items (1,195) (366) (275) (4,200) (1,647)
Net cash flow (407) (78,695) (4,004) (4,181) (86,580)

Opening debt (299,573) (220,878) (216,874) (212,693) (126,113)

Closing debt (299,980) (299,573) (220,878) (216,874) (212,693)

FINANCIAL RATIOS
Operating margin (%) 3.8 3.4 3.7 5.0 5.6
Interest cover (times) 6.3 5.9 7.2 9.8 9.7
Fixed charge cover (times) 2.1 2.1 2.2 2.5 2.8
Net debt/EBITDA (times) 1.3 1.4 1.1 1.1 1.3
Net debt/Net debt plus equity (%) 36.9 35.5 29.7 34.5 40.1
Return on funds employed (%) 16.7 15.0 17.3 21.3 20.4
Capex/Depreciation (times) 1.2 2.0 1.8 2.2 2.6

PG 11
 4.1 %
Same-store
sales growth

12
% Increase
in EBIT
performance

PG 12
Delivering
strong profit
performance
House of Bargains, Home of Essentials

Making the desirable affordable and the affordable

desirable. Good progress on strategy while delivering
strong profit performance.
The Red Sheds continue to deliver Our customers are telling us that our
positive same-store sales growth, with product design, quality and price are
an increase of 4.1% for the full year FY16. improving relative to our competitors.
Continued progress has been made We are now being recognised more
through our key result areas of: widely as making the desirable
1. Strengthen brand and affordable and helping New Zealand
price positioning families flourish through delivering
2. Continue to invest in our People great value for money.

3. Deliver sustainable Sales and

Gross Profit Growth
4. Build foundations to be a
digital retailer
5. Operate Better, Simpler, Cheaper

PG 13
 Significant growth
in the Leisure
category has been a
particular standout
for the year

Trading performance Sales Growth by

gathers momentum Category H1 and H2 FY16
Retail trading conditions were favourable in 10%
the first half of the year, but became more
challenging into the second half, particularly 8%
as a result of changes in currency, increased

Entertainment
competitive pricing activity and a later start to 6%
the 2016 winter season. Despite this, we finished
the 2016 financial year with a 12% increase in 4%

EBIT performance for the Red Sheds.

2%
Strong growth in the Leisure, Apparel and
Home categories contributed to the overall 0%
increase in gross margin percentage over the
Everyday Needs
Apparel

Home

Leisure
previous year. The business maintained gross 2%

margin percentage versus the prior period,

4%
while continuing to invest in favourable prices
for our customers, and absorbing the impact
6%
of increasing pressure on the imported product
as a result of currency movements. Closing H1 H2
8%
inventory is both lower in value and better in
quality as compared to the previous year, which
has resulted in a reduced negative impact of
clearance burn in the current year and establishes
an improved starting point for FY17.
Significant growth in the Leisure category
has been a particular standout for the year.
Like Home and Apparel, the Leisure category
performed well as a result of the strong summer
season. In addition, a number of sub-categories
within the Leisure category have been reset
during the period with improved results. These
include Hardware, Automotive and Gardening.
Significant focus on cost management and
productivity improvements across the business
show ongoing positive results, with total costs
continuing to reduce as a percentage of sales
during the year.

PG 14
House of Bargains
and Home of Essentials
The Warehouse has continued to extend our range
of quality products at leading everyday pricing.
Customer feedback has been very positive and
has helped to underpin our role in their regular
shopping experience.
In addition, we have maintained the excitement
through the many successful in-store events that
are now part of the DNA of the Red Sheds. Record
performance was achieved in Christmas, Fireworks,
Back to School and Toy events during the year.
The success of both of our everyday ranges along
with these events, has helped our customers to
get that Bargain feeling in all that we do.

Click and Collect

and Endless
Aisles are now
well established
in the business

Customer shopping experience

continues to evolve
Click and Collect and Endless Aisles are
now well established in the business as part
of our core strength, underpinning our strong
digital capability.
Customers continue to expect more from us
as their time and budget are limited. To this end,
we remain committed on progress to ensure
that we help our customers to be able to find
the right product, regardless of the channel
through which they choose to shop. By means
of our significant global sourcing capability both
in China and expanding into other markets,
we continue to drive an increased level of direct
sourcing in order to deliver products at the
best price while maintaining control on quality.
As new ranges become available in store,
feedback has been very encouraging to date.

PG 15
 Investing in our People and
their safety remains core
Our investment in the Career Retail Wage
for our store teams and ongoing focus on
training and development are reflected in
record levels of engagement among our
teams across the business.
In terms of Health and Safety, our safety
record continues to progress, with measures
improving and remaining a key area of focus.
We have introduced a number of specific
initiatives, including:
Situational Awareness training to give teams
skills to de-escalate conflict situations
Cross-functional Health and Safety teams
that co-ordinate and align the functional Our safety record
areas of focus, and identify companywide continues to progress,
issues and solutions with measures improving
Lead indicators for Health and Safety through and remaining a key
our store network, with monthly updates area of focus
from each region on the safety conversations
the teams have been having in store, which
builds awareness and understanding.

Contributing to strong
communities is what we do
We recognise the role that we play in many
communities throughout New Zealand and the
impact that we can have in helping to build
stronger communities, in partnership with
our customers and many community groups,
both large and small. We dont take this role
for granted. (Please see pages 40 to 53 for
an update on our community activities.)

PG 16
 Looking forward
Although 2017 will inevitably bring about
challenges to trading, we are delivering on
Replacement our strategies to operate a sustainable business,
while delivering strong results to our many
stores opened in
stakeholders. We will continue to help
both Rangiora New Zealand families flourish, making the
and Kaitaia desirable affordable.
during the year We continue to respond to customer feedback
as to the shopping experience with the Red
Sheds and are committed to evolving our store
look and feel to enable us to stay relevant as
a retailer of choice for New Zealanders. Our
store network continues to be refreshed, with
replacement stores opened in both Rangiora
and Kaitaia during the year.
The lower level of investment required, along with
strong cost and working capital management, will,
we believe, result in improving operating leverage.
Finally, I would like to acknowledge and sincerely
thank all our Red Shed team members around
the country for their passion and commitment
to make the Red Sheds be the best they can
possibly be.

Simon Turner
Chief Executive Officer
The Warehouse Limited

PG 17
 7th consecutive
year of growth,
with sales up

6.2%
Profits up by

12.3 %

PG 18
A record
breaking year
for Blue
Everything you need to Work,
Study, Create, Connect

Consistently strong results for Warehouse Stationery,

which proves our continued commitment to following
our customers and providing them with everything
they need to Work, Study, Create, Connect.
Customers and our people remain at the heart of
what we do and continued same-store sales growth
shows we are on the right track.
We are proud to announce our seventh consecutive
year of growth, with sales up 6.2% and profits up
by 12.3%.

PG 19
 Customers
Key to this success has been responding to
our customers needs and desires, which has
resulted in enhanced customer engagement
along with increased foot traffic to our stores
and an uplift in market share.
Technology and digital continues to invigorate
and disrupt the retail industry and this, together
with a softening in the core stationery market,
increases the need for us to be on top of our
game. Understanding our customers is vital,
as is engaging with them on a personal level.
Our customers tell us what they want: choice,
value and quality, inspiration, ease and
convenience, reliability and knowledge, and
value-add services and our goal is to continue
to give them what they want.

Products and services

Product range assortment with innovation and
newness has been critical to the success of the year.
Fashionery and a resurgence in writing, as well
as a focus on key business essentials, have led
to increased core stationery sales. We have
added a teenager-focused range, Banter, to our
existing fashionery offer of Kookie and Uniti
which has resulted in good sales growth.
In Technology a key highlight has been the
extension of brands and range of accessories,
which included the introduction of iPhone,
In addition, our business customers have enjoyed
Huawei and wearable technology.
the opportunity of bespoke furniture options.
The addition of adult colouring to the Art and
We have continued to see high levels of customer
Craft range generated strong sales growth.
engagement with our Print and Copy Centres
A highlight was the production of our own
contributing yet another year of double-digit
book which included artwork from our many
growth. We have seen business customers
passionate and talented customers. We have
appreciating the additional services provided,
had great fun holding Art and Craft evenings
such as personalised stationery and promotional
in our stores enabling our customers to learn
signage, and creative customers relishing the
about new products and become creative with
many additional ways to produce their own
our teams and suppliers.
artwork. A key driver in this area has been
Furniture continues to be a key reason our the addition of the popular Printicular app
customers visit our stores and the selection which allows customers to print photos from
of contemporary ranges for home offices and their phones.
study spaces has been received well.

PG 20
Number 1 destination
for Back to School
This year we have delivered an enhanced
education offering for both parents and
schools, delivering our biggest Back to School
campaign ever.
Key to this success was providing parents
with choice, an exclusive bring your own
device offer, the ability to shop online and the
confidence in our Parents Price Pledge.

80,000
Students joined
in our Get New
Zealand Writing
campaign

Education
Our annual quest to find New Zealands
Most Inspiring Teacher received unprecedented
exposure and feedback and it was an honour
to be part of recognising the great work that
teachers accomplish.
Our congratulations this year goes out to
our fantastic winner, Richard Smith, from
Wadestown School, Wellington, and to our
nine runners-up.
With social media so dominant, it is fantastic
that we can highlight our Get New Zealand
Writing campaign, which had 2,700 classrooms
taking part with over 80,000 students involved.
A total of 140,000 postcards were sent out
bringing back excitement to writing and
receiving mail.
Last year we introduced our Art for Books
competition, a great initiative with All Black
Keven Mealamu on the judging panel. Three
lucky winners had their designs printed on
120,000 limited-edition exercise books which
were sold in our stores. The money from
the sales of the books was donated to The
Warehouse Stationery Scholarship Fund. The
Fund is a partnership between The Salvation
Army and Warehouse Stationery, providing
scholarships for up to six young New Zealanders
who arent able to afford tertiary education.

PG 21
 People
Our people remain our biggest asset and
the key to our success. Team engagement
remains high and it is the ongoing enthusiasm
and commitment from our team members,
both in stores and at our support office, that
enable us to deliver excellent results for our
customers and shareholders.
Team member training has focused on product
knowledge, along with providing our customers
high-quality experiences; this is reflected in
our increased customer satisfaction numbers
year-on-year.
For the sixth consecutive year we were a finalist
in IBM Kenexa Best Places to Work, maintaining
a place in their Hall of Fame. We were also the
winners of the 2016 Retail Employer of the Year.
Keeping people safe in our stores is of utmost
importance to us and our Take Time to Think
programme keeps that front of mind for our
teams going forward.

BizRewards
The business market for office supplies and
stationery remains highly competitive, and
increased levels of engagement with our core
B2B customers through the growth of our
BizRewards programme has continued to add
to our success in this sector. Account sign-up
levels have been at an all-time high as
businesses choose this smart and rewarding
way to shop, resulting in membership numbers

66 2
up 31% year-on-year.
Another great benefit to our business
customers during the year was the introduction
of The Meeting Room website with informative
blogs, ideas and articles to help them run
their businesses more efficiently.
www.meetingroom.co.nz

Store network Bricks and New stores

mortar stores opening
Our customers enjoy the easy, fast and friendly
experience that they receive in our stores.
We have continued to invest in our physical
network, opening two new stores, one in
Queenstown and the other at Westgate in
Auckland. We also trialled a Pop-Up store during
Back to School in Taranaki with great learnings.
Sadly, due to the closure of the Downtown
shopping mall in the city of Auckland we closed
our Downtown store. However, pleasingly, most
of our customers continue to shop with us in
the Victoria Street store in the Auckland CBD.
In addition, we refreshed four of our existing
stores and continued to add inspiration to the
interior of our shops to ensure we provide
ongoing unique shopping experiences.
We do know our customers need to be able to
shop with us any time they like and the launch of
our new website, which includes inspirational ideas
for shoppers, made that even easier this year.

PG 22
 Working with our community

$370,870 Being a Kiwi brand that is loved and trusted

by our customers and community is at the heart
of what we do.
Our commitment to and support of our local
communities and partners (The Salvation
Raised to Army, CanTeen and six regional partners) has
support our local gone from strength to strength raising funds
communities of $370,870. (Please see page 47 for a more
and partners detailed update.)

Looking forward
Over the next five years, our strategy is to
deliver continued profitable growth.
The next horizon will see Warehouse Stationery
further develop into becoming a seamless
omnichannel retailer, providing our customers
with the best one-stop-shop for everything they
need to Work, Study, Create, Connect.

We have six key result areas:

1. Brand positioning and

engagement

2. Products and services

3. BizRewards and education

4. Digital retailing

5. Store experience

6. Way of Working
Our continued growth stems from the passion
and commitment of our team members
and I am incredibly proud and thankful for
their extraordinary effort together with their
unwavering support.

Pejman Okhovat
Chief Executive Officer
Warehouse Stationery Limited

PG 23
 Same-store
sales increased

14.2%
Noel Leeming sales were

$752.1M

PG 24
Increased
demand improves
performance
Making Kiwi Lives Better Through Technology

Noel Leeming sales were $752.1 million with

same-store sales increasing 14.2% for the year.
On a like-for-like basis same-store sales increased
by 13.8%. Total sales increased by 13.0% (52 weeks
compared to 53 weeks). The second half sales of
$372.3 million were up 11.1% (26 weeks compared
to 27 weeks) and same-store sales were up 17.1%
(like-for-like 16.6%).
Same-store sales in the fourth quarter Noel Leeming continues to be
were up 16.7%. The strong performance the market leader, outpacing its
in this quarter reflected continued competitors and growing market share
strong demand for both Whiteware throughout the year. We have benefited
and Communication products, as well from the exit of Dick Smith Electronics
as demand for televisions. from the market during the year, by
Operating profit was $12.1 million, gaining market share and incremental
87.6% above last year. the second half sales in the second half.
saw operating profit of $5.7 million,
which was up 39% on the second half
last year ($4.1 million).

PG 25
 30
Connected
solutions zones
operating

Highlights
myNoelLeeming ALL NEW ZEALAND
CUSTOMERS
We launched myNoelLeeming in December 2015
so that we could offer a more personalised service
to our customers. To date, more than 250,000 Kiwis Best range, first to market,
RIGHT PRODUCT exclusive product
have joined. myNoelLeeming allows customers to
manage their purchases, tell us about their product
preferences and they also receive invitations to RIGHT PRICE Great value for money

exclusive store and product events. Its all about us

offering more to our customers. Confident, enthusiastic and
PASSIONATE PEOPLE likeable we live our values
Built-in Cooking Centres
We have recently rebranded our Lifestyle We always deliver over
Appliance stores to Built-in Cooking Centres EXPERT SERVICE and above service
(BICC). We now have 21 sites with a full Built-in
Cooking offering. Our point of difference
LEADING SERVICES end-to-end solutions
Cellular/Connected Solutions
We have had an excellent year of trading in the
Communications category. PASSIONATE EXPERTS
Central to this are our Connected Solutions
Zones. These zones have dedicated and informed
team members who are able to assist customers
with both a mobile phone and a plan. This

250,000
enables customers to compare plans and walk
out with a working phone. Connected Solutions
complements our strategy of having passionate
experts across our business and our strategy of
product authority.
We now have 30 Connected Solutions Zones
operating across our store network.
Kiwis have joined myNoelLeeming
Competition
Noel Leeming has maintained its position
as market leader throughout the year and
we continue to grow market share in a
challenging environment.
Dick Smith Electronics exited the market
during the year, following the announcement
of its receivership.

PG 26
New and relocated stores
During the financial year, we opened a new
store in Kaitaia.
We completed a major redevelopment of our
stores in Moorhouse, Christchurch, to become
one larger store. We also consolidated our two
sites at Riccarton Mall, Christchurch, into one
integrated offering.
We consolidated our three clearance stores into
one site at Mt Wellington, Auckland, during the
year, and combined our two sites in Whangarei
into one location.

1 167
New store Schools visited
opened by the Mobile
in Kaitaia Learning Centre

Community
We recognise the importance of training and
support, particularly for younger Kiwis as they
embrace new technology.
Our Mobile Learning Centre started travelling
around New Zealand in February 2015 and has
now visited over 167 schools and engaged with
many thousands of students. We continue to
be very excited about this initiative, which has
seen the Mobile Learning Centre travel around
New Zealand visiting decile 1 to 3 primary and
intermediate schools.
The Mobile Learning Centre is connecting
Noel Leeming and communities by positively
impacting on peoples lives throughout
New Zealand.

Strategy
Our purpose is to Make Kiwi Lives Better
through technology.
To do this we will have the right product at
the right price, with passionate people providing
expert service, together with leading services.
These are the pillars of our business stated simply:
Passionate Experts and End-to-End Service.

PG 27
 Our business strategy has
six key result areas:
1. Understanding and delighting our customers
Its our desire to ensure that all stores deliver
a unique and memorable customer experience.
Many of our stores include a Tech Solutions and
Open Learning Centre area, a Built-in Cooking
Centre and a Connected Solutions Zone.
We are continuing to improve our customer
experience with the launch of myNoelLeeming.
This is enabling us to personalise the experience
we provide to customers. Operating in parallel
with our Fly Buys offering, we believe we will be
understanding and delighting customers even
further in the year ahead.
2. The authority on products
Its important to us that we continue to be
The Authority on products. We will be first
to market with new products and technology
based on the strong relationships we have with
our suppliers. We will offer our customers the
best product knowledge available. We will be first to market
Supporting this authoritarian position is our with new products and
deeper understanding of our customers through technology based on the
myNoelLeeming, including their preferences of strong relationships we
product categories.
have with our suppliers
We continue to focus on categories where we
have a lower-than-average market share such
as in built-in cooking.
3. Passionate experts
We continue to develop our passionate experts
that deliver end-to-end service propositions to our
customers. Our focus on capability and learning is
reinforced through continued industry recognition
of our store teams at the Wares awards with
multiple nominations across categories.
In conjunction with our suppliers, we have
an ongoing programme of product knowledge
development for our passionate experts.
In the year ahead we will be placing emphasis
on specialist areas such as Connected Solutions,
Tech Solutions and the Open Learning Centre
to further develop the knowledge and expertise
of these team members.
We continue to focus on delivering an effective
Health and Safety culture, ensuring our team
members remain safe in all that they do.
4. Commercial
Our Commercial business continues to grow
strongly. We maintain our focus on utilising our
resources in different business sectors such
as building, hospitality, education, aged care
and government. We will continue to build our
Commercial business in the year ahead with an
emphasis on understanding and delighting our
commercial customers.
Our commercial services offering provided by
Maclean Technology remains a key differentiator
for us going forward.

PG 28
 5. Services
Our Tech Solutions offering (Set Up, Install,
Deliver and Repair) and our Open Learning
Centre (Learn, Discover, Connect and Share)
will continue to provide us with competitive
advantage in the coming year. Emphasis will
be placed on growing awareness of the services
we offer and connecting with our customers.
We will add value to our customers in our
stores and when visiting their home or business
premises. We intend to expand our services
business while maximising the halo effect of
these services in our wider business.

6. Productivity
We will continue to focus on the key resources
our business has in inventory, space, labour and
promotion, ensuring we are productive in each
area. Management of our cost of doing business
will remain key to our overall profitability.

The future
Passionate experts and end-to-end service
will continue to support our customers needs.
Service is at the centre of everything we do;
it is an important part of our business and a
huge differentiator for us.
We believe our strategy will give us competitive
advantage enabling us to grow and strengthen
We will add value to our
our market position going forward.
customers in our stores
I would like to thank our team members and
and when visiting their
suppliers sincerely for their ongoing support and
home or business premises dedication to our customers. Noel Leeming is a
great business and Im proud of the way we are
all delivering on our commitments every day.

Tim Edwards
Chief Executive Officer
Noel Leeming Group

PG 29
 $149M
Torpedo7 Group sales

4 Distinct businesses:
Torpedo7, 1-day.co.nz,
No.1 Fitness and Shotgun
Supplements

PG 30
Growth
and change
drive profit
A diverse group on a mission to be the best

A year of change and growth was the theme

of Torpedo7 Group for the financial year.
The four distinct businesses within the effectively and efficiently through
Group from the See you out there people and capability, process and
culture of Torpedo7, the best prices system, and technology and tools.
at midday, every day on 1-day.co.nz, Torpedo7 will build on a great year
and the fitness fanatics of No.1 Fitness of trade by focusing on continuous
to Shotgun Supplements all add to improvements, and extension of
the challenge and complexity of this our range of products and services,
business. Torpedo7 Group achieved sales always with the needs of the
of $149 million which was an increase customer in mind. Our potential
of 13% on FY15 performance and was for growth lies in reaching more
underpinned by the strong sales in both customers and inspiring and
Torpedo7 and 1-day.co.nz. No.1 Fitness enabling them to get outdoors,
and Shotgun remain a challenge in some regardless of their budgets or ability,
very competitive segments. and also ensuring they can shop
Our focus for the next financial year seamlessly and conveniently across
across the Group is to develop each any channel.
brand to become the leading player 1-day will focus on continued growth
in its segment in New Zealand, with in New Zealand with opportunities in
specific potential growth opportunities database growth, wholesale prices and
to be explored: synergies within The Warehouse Group.
Building a better digital capability Our No.1 Fitness and Shotgun key
with data at its core, thus enabling focus areas will continue to be on
our brands to be the leading digital turning around trading performance
retailers in each of their segments through a more aligned customer
Continuous improvement in our offering, growing our customer base
ability to run our business more and improved cost of doing business.

PG 31
 Torpedo7
Torpedo7s year was characterised by increased
online intensity and promotional drive in
stores. Coupled with a full year of House Brand
trading, the business demonstrated Torpedo7s
capabilities. Year-on-year sales growth of 24%
to $70 million added challenges to all parts of
the business whilst maintaining cost of doing
business at a much lower growth rate.
A significant shift in our digital marketing
activities with our customer base has proven the
benefit of operating an integrated omnichannel
business. Event-driven marketing to our email
database helped with both brand recognition and
store foot traffic as well as growing our database.
The physical stores and the New Zealand online
store saw significant growth on last year. The
Australian website grew sales too, by over 10%

24
in a very competitive market.
The major IT project of an in-house point-of-sale
(POS) system to integrate into the established
operating inventory management system was
%
completed in the second half and will allow
many efficiencies in the future. This will give
the business the ability to be more agile and
efficient as we embed new processes to harness Torpedo7
this capability.
year-on-year
Introducing new disciplines to Merchandise sales growth
Planning and Category Management has helped
identify the future position of categories and
how the House Brand can contribute to our
future success. This activity is seen as a catalyst
for profitability for FY17 and beyond.
The Torpedo7 House Brand grew to the largest
brand in the stable and is set for even greater
growth in the coming financial year. The quality
of the product is helping build the Torpedo7
reputation as a genuine and credible offering
in all categories in which we operate.
Building our community profile saw Torpedo7
join forces with the Hillary Outdoors Education
Centres with the aim of giving less fortunate
Kiwi kids, who might not otherwise have the
opportunity, the chance to grow through
adventure and outdoor learning experiences.
Our partnership with Hillary Outdoors focuses on
youth from lower-decile schools, enabling them
to build life skills and experience personal growth.
The future for Torpedo7 is bright. Focus on
growing every category we already play in and
exploring other opportunities will ensure we
stay ahead of the competition. The team has
had a year that they can be proud of, but are
all aware of the challenge ahead and are ready
to take it head-on!
It is fitting to acknowledge the hard work and
determination of our team on what has been a
very productive year of growth.
See you out there!

PG 32
 1-day.co.nz

54M
As the leading product daily deal site in
New Zealand, 1-day.co.nz again grew during the

$ period, achieving an increase of 13% growth in

FY16 with a total trading revenue of $54 million.
This performance is a reflection of the passion
and the experience of our team in delivering
best products, best prices, every day at midday
1-day to our customers.
trading revenue Key areas of focus for the year were around brand
awareness, increased product offerings, speed
of delivery and overall customer experience.
Increased activity in marketing and getting
the brand in front of more people aided in new
customer acquisition, to the highest level in
several years. Visibility at the National Fieldays
and aligning 1-day.co.nz to Ronald McDonald
House Charities helped legitimise 1-day as a
genuine offer to the New Zealand public.
The high-speed nature of the 1-day business
and the ability to bring great products at great
prices to the market quickly are critical to its
success. Increasing the broad range of products
by opening new supply lines continued to
mitigate the business against risks and provide
our customers with a greater offering. Coupled
with the work done with different distribution
models, 1-day has built a sustainable and robust
offering for its customers.
Speed of delivery was a major focus for FY16
and this activity continued to drive the reputation
of the business to its most loyal customers.
Add to all of this the focus put into the customer
service and after-sales service, 1-day is positioned
for another positive year.
Based on our track record of growth in a
challenging market the outlook for FY17 looks to
be strong for 1-day. With a solid team and good
resources around them, increased strategic focus
around brand awareness, data capability and
customer acquisition there is every reason to be
optimistic about the coming years performance.
I would like to extend a special note of thanks
to the 1-day team for their contribution in driving
the 1-day business and the important role they
play in the Torpedo7 Group.

PG 33
 No.1 Fitness
No.1 Fitness has had a challenging year within the
fitness equipment sector, which has seen decline
in the past 12 months. Some operators have closed
down and another major player scaled down their
operations in the past 18 months. The expansion
of 24/7 cheap subscription gym formats and new
fitness trends have been the main impact on the
fitness market during the period.
Accordingly, some key categories such as
treadmills, elliptical machines, and home gyms
within No.1 Fitness experienced reduced sales
compared to the previous year. Other categories
performed very well to offset some of this impact
especially trampolines, which grew in double
digits from last year. New categories such as
wearable tech continued to grow, as did weights
and bars, yoga accessories and rehab equipment.
Much work has also been done on refining brands
and categories that are suited to our customers
with the goal of improving availability and
selection for shoppers as well as increasing
returns through better stock turns and reduced
working capital.
From a customer perspective, No.1 Fitness
continued to evolve its marketing activities,
investing more into digital channels such as
Facebook, YouTube and Google while reducing New categories
spend and activity through traditional channels. such as wearable
The Call Centre started using a customer
relationship management programme for the
tech continued
first time, which will enable improved insights to grow
and data to help the customer experience,
as workflows and reporting are evolved in
the year ahead.
Another focus during the year was on improving
efficiencies and a major transition in logistics was
completed with the shift from Hamilton back to
Christchurch as a hub for importing stock from
overseas. The benefits from this change will see
reductions in cost of goods sold and operating
costs in the new financial year.
Our focus in FY17 will concentrate on evolving
our offering to provide a better choice to our
customers and drive sales while we continue
to improve the efficiency of our business.

PG 34
 Shotgun Supplements
Shotgun Supplements rebounded from a
challenging year in 2015 to post a doubled EBIT
result in 2016. This was due to a combination
of delivering both margin improvement and a
reduced cost of doing business.
The sports supplements specialty channel
continued to see significant price activity
and margin erosion as a result of multiple
new entrants in 2016, both online and in retail
stores. Shotgun was able to combat this
through the use of exclusive deals, House Brand
development, and the acquisition of a direct
supply of a key international brands, as well as
good cost control in fulfilment, marketing and
back-office activities.
Doubled EBIT
result in 2016 From a product perspective, Shotgun
introduced new packaging and products within
their House Brands during the year, as well as
securing exclusive new product releases from
international brands.
From a customer perspective, the user
experience on the website was improved by
better search capability, category navigation,
and content all introduced in 2016. There is
a pipeline of further enhancements to be
continued throughout the coming year. Shotgun
also increased activity in digital channels, with
content produced both in-house and through
partnering with international brands for use on
Facebook, YouTube and Instagram.
The focus for the year ahead will be on further
differentiating Shotgun from the competition
through exclusive products, House Brand
development, and improving our customers
experience, in both fulfilment speed and
accuracy and website functionality.
I would like to recognise the commitment of
the Shotgun team in working within a challenging
sector and remaining passionate and responsive
to the market and delivering improved profitability.

Pejman Okhovat
Chief Executive Officer
Torpedo7 Group

PG 35
 Payment Card
Industry Compliance
Highest Certification
Achieved Warehouse
Money

In FY16, The Warehouse

Group launched its
Financial Services
business to market

PG 36
Building
on launch
Leveraging the Groups retail distribution

This has been a year of setting up the business

for improvement and efficiency, with systems that
enhance our offerings and the experience we give
to our broad range of customers.
In FY16, the Warehouse Group launched Our key competitive advantage is the
our Financial Services business to market. ability to integrate and leverage the
This was a significant achievement, broader Groups retail distribution
made possible by the hard work of our businesses, rather than as just another
skilled and experienced team as well one of many financial services players
as through the support of the many in the market.
business partners who have assisted In the past year, we reported a full
us. The speed and quality with which year net loss before tax of $7.1 million
we have set up the business has been for our Financial Services business,
recognised by industry participants a figure that is in line with expectations
as world class. within the first year of our business
We have refined our strategy further launching to market.
for financial services, building on
our overarching objective to provide
Kiwis with simple, value-driven
financial solutions that enhance their
everyday lives.

PG 37
 H1. The first half of FY16 was heavily focused
on creating the infrastructure, systems and
processes needed to support our new products
The Warehouse Money Visa Card and Purple
Visa Card as well as five new insurance
products. We successfully launched our new
card products in November 2015.
In addition to our product and platform launch,
the first half year also involved two major
projects: the acquisition of Westpacs shares
in The Warehouse Financial Services Limited
joint-venture; and establishing a securitisation
funding facility to support our expected asset
growth over the coming years.
H2. In the second half of the year, the business
transitioned from that of a complex project
implementation to an operational financial
services business. A major activity has been
the transitioning of the old joint-venture
customers onto our new card products, and
performing the associated customer verification
and processing associated with that.
The demand experienced in the early months of
our new products and through the joint-venture
transition project has placed significant pressure
on our customer service desk and operational
systems. Pleasingly the systems have performed
CANSTAR 5-Star
well, but our customer services levels were Award for
not delivered to expectations, and required Warehouse Money
additional resources and focus throughout the Purple Card
second half to bring service standards back to
target. We acknowledge and appreciate the
patience of our customers during this period.

Highlights
Alongside the successful launch of the
Warehouse Money brand, the Financial Services
business has seen a number of highlights in our
first year of trading.
CANSTAR 5-Star Award for
Warehouse Money purple card
The Warehouse Money Purple Visa Card was
awarded a 5-star rating in CANSTARs annual
ratings for Rewards cards in the New Zealand
market. The award was for the $12,000 and under
annual spend category. This was achieved within
just six months of the product launching to market.
The CANSTAR rating system compares the dollar
value of points earned each year with the cost of
a card and its annual fees. The CANSTAR rating
recognised that the Purple Visa Card offers a
high-value combination of both reward returns
and features, and outstanding value to customers.
Finalist in the TVNZ NZ Marketing Awards
The launch of Warehouse Money has also been
recognised by our selection as a finalist in the TVNZ
NZ Marketing Awards. These awards are based
on the execution of a strong marketing strategy.
Assessor (QSA) and endorsed by global payments
Payment Card Industry compliance technology provider Visa, to ensure financial services
Warehouse Money received the highest organisations have all possible controls in place to
certification possible for payments security reduce credit card fraud for their customers.
within the first year of launching the new
The compliance certification is confirmation of our
Warehouse Money Visa cards.
ongoing work to ensure our payment card data
The certification named Payment Card security is of the highest level from the beginning,
Industry Data Security Standard, or PCI-DSS so we can protect our customers from any breaches
is a standard assessed by a Qualified Security or theft of cardholder data.

PG 38
 Lowlights
1. A lowlight for Warehouse Money consequently
also provided some good insight into how
to build on the success of our launch for our
customers. In the months following launch,
demand for our products meant our processes
for on-boarding customers were tested. This led
to longer timeframes than we would have liked
to get our cards into our customers hands.
The upside is that the business learnt from these
teething problems and established processes
using our Agile methodology to improve the
processing time within a short period.
2. In H2, the business faced a second phase of high
demand when transitioning existing customers
from the Westpac joint-venture to the new
Warehouse Money Visa Card and Purple Visa
Card. Once again, customer experience was
tested but processes were immediately put in
place to extend the timeframes for transferring
customers successfully and expanding our
customer experience team member numbers to
help with the quantity and quality of enquiries.

Non-financial areas
Being a growth business, we focus on building
our team and capabilities for the future.
We remain committed to continuing to build
a high-performing team and culture that
collaborates with the Group, is agile and works
together for a common purpose. The opportunity
to create an innovative and agile financial
services business that puts the customer first is
an attractive recruitment and retention platform
for people with valuable skills and experience.

Being a growth business, The future

we focus on building
FY16 was focused on establishing the foundations
our team and capabilities for our new business including the launch of our
for the future new Warehouse Money Visa cards and insurance
offerings. Moving into FY17, our focus will be
on developing excellence in customer services,
bedding down our systems and processes,
continuing to grow our card base, and prioritising
our future product roadmap.
Looking further ahead, we will be aiming to
break-even during the FY18 year, which we have
set as a key milestone that can be achieved
within our existing capital resources.
The establishment and market launch of
Warehouse Money has been a highlight of FY16.
I would like to thank the many people across
the Group who contributed to the success
of our launch, in particular the team at The
Warehouse Group Financial Services whose
dedication and commitment has created a solid
foundation for the business. Id also like to thank
those customers who have joined us, and I look
forward to delivering some great value services
to you in the future.

Mark Yeoman
CEO The Warehouse Group Financial Services

PG 39
 COMMUNITY AND
ENVIRONMENT

Worked with
more than

800
charities and
community
organisations

$4,712,740
Raised and distributed
during our financial year

PG 40
Helping
New Zealand
flourish
Our brands commitment to the community

Our vision is to help communities throughout

New Zealand to flourish and to contribute to a more
sustainable country and planet. All businesses within
The Warehouse Group share this commitment and
the last financial year has seen continuing evolution
of each brands activities.
The relationships we have with many Thanks to company contributions
of our community partners have and the continuing engagement and
grown well beyond that of purely generosity of our customers and
fundraising to deliver better outcomes suppliers, we raised and distributed
for thousands of New Zealanders. $4,712,740 during the financial year.
Collectively we have worked with We have also developed a bolder
over 800 charities and community environmental strategy to reflect
organisations from Kaitaia to our responsibilities in this area, the
Invercargill to help them assist the results of which will be evident over
most vulnerable New Zealanders. the coming years.

PG 41
 The Warehouse:
The Warehouse continued to focus on working Variety The Childrens Charity
with organisations that support families and Providing digital devices to
young people in three key areas: education, well- low-decile schools throughout
being and youth employment. At a national level New Zealand through the
we partnered with five leading charities. Laptops for Learning
programme because Variety and
Shielded website The Warehouse believe no child
should be disadvantaged by lack
One of the most exciting extensions of our of access to technology.
community partnerships occurred with
Womens Refuge and saw the company being
the first business to provide a Shielded Website
on our own website that enabled people to Life Education Trust
access the Womens Refuge site without fear
Funding to continue Life
of an abusive partner being able to trace their
Educations shift to a digital
viewing history. This will make it much safer and
platform and extend the
easier for people in an abusive relationship to
learning experience for
gain the help they need.
Kiwi school children outside
We also ran our annual Elves on Shelves of the classroom.
programme over the Christmas period when
all 92 of our Warehouse stores set up in-store
collection bins for community gifts. These gifts
were then donated to Womens Refuge, which
distributed them to mothers and children families
who had to flee their homes due to domestic Womens Refuge
violence. As many in this situation leave with
Supporting Womens Refuge
nothing, the Elves on Shelves campaign helps
Shero programme, working
families to receive some gifts at Christmas from
with youth organisations
their community during this difficult time.
and schools to educate
young people to become
Wild about conservation more confident, more
assertive and aware of how
The Warehouse Zoofari Programme saw to deal with family violence.
Orana Wildlife Park join Auckland, Hamilton
and Wellington Zoos in this excellent initiative
that enables kids from low-decile schools to
visit zoos and learn about conservation and the
The Parenting Place
environment, as an integrated part of their school
learning programme. Over 7,000 children from Enabling families in communities
Kaitaia to Auckland, the Waikato, Wellington, throughout New Zealand to
Nelson, Marlborough, Canterbury and Greymouth attend one of The Parenting
participated during this financial year. Places life-changing Toolbox
parenting courses because
The Warehouse believes being
a great parent is the most
valuable job in the world.

Barnardos
Helping fund the
0800 Whats Up
Helpline.

PG 42
 Youth employment
Youth employment is a crucial issue in New Zealand
and The Warehouse has been operating its Red
Shirts in Schools programme in conjunction with
Industry Training Organisation, Service IQ, for
many years. The Red Shirts in Schools programme
provides Year 11 to 13 students nationwide the
opportunity to glimpse into the working world.
They are taught about health and safety and
customer service skills, all while earning credits
towards their NCEA qualifications. Students
report they have increased confidence and
self-awareness as a result of partaking in the
programme, which provides them with practical
work experience and forms a great foundation
for their CV. Since it was first launched in 2009,
over 7,700 secondary-school students have
taken part in this initiative.

7,000+
The success of this programme has seen
The Warehouse partner with the Ministry for
Social Development (MSD) to extend access to
18 to 24-year-olds not in education, employment or
training. The Red Shirts in Community programme
provides 16 to 24-year-olds with a foundation
to equip them for future job applications and
Children participated in placements through supported work experience.
The Warehouse Zoofari It allows them to gain insight into the working
Programme environment and on completion they are awarded
The Warehouse RSIC Customer Service Award.
The participants most common feedback was that
their confidence increased tenfold and they had
grown as a person. After a pilot in three locations
which saw a significant percentage of participants
gaining employment, MSD and The Warehouse
have extended this programme to other areas
and we are excited about the possibilities it
has in helping to address the issue of youth
unemployment across the country.

Connecting communities
Plunket is an iconic Kiwi organisation that has
helped millions of babies thrive over the 108
years of its existence. This year our partnership
with Plunket evolved to see us helping connect
Plunket with those it sometimes struggles to
reach by offering access to Plunket and its
services such as mobile clinics and car seat
checks in a number of our stores. The success
of this pilot will see this programme extended
further in the coming year and has encouraged
The Warehouse to broaden its connecting
communities programme to include a wider
range of community organisations in an event
to be held in Kaitaia in late 2016.
The Warehouse also stocks Plunket-approved
car seats ensuring babys safety and donates
between $5 and $10 per car seat sold.

PG 43
 Helping at a neighbourhood level
The Warehouse has stores in over 92 locations
across New Zealand and we recognise that it is just
as important to support the many neighbourhood
community organisations that help suburbs, towns
and regions thrive as it is to help the large national
charities. Thats why each of our nine trading
regions have their own community partners and
thats one of the reasons we operate our Bags for
Good programme. This sees the profits from our
10 cent plastic shopping bag charge being used to
support local community organisations. The other
reason is to reduce the number of plastic bags
we use and the programme has seen a 67.3%
fall in numbers (2016 compared with 2008).
We also know that its sometimes difficult
for smaller community organisations to gain
the profile they deserve. That is where our
Community Clips programme comes in. We
invite the 552 organisations that were recipients

67.3%
of the Bags for Good programme to submit
videos of how the funds The Warehouse has
provided them have helped them do their great
work and then, using social media, we invite the
public to vote for their favourite community
clip. This year we received more than 3,000
votes and eight organisations that received the
highest number of votes shared prize money of Fall in plastic
$10,000 between them. (The videos can be seen bag numbers
via our Group website under Community.)

Helping our team be the best

they can be
The Warehouse is committed to helping our
team be the best they can possibly be, not only
in developing their work skills but also in helping
them in their daily lives. This year, we have had
over 500 team members participate in a range
of programmes covering literacy and numeracy,
financial literacy, life planning for over-50s,
and well-being. Next year will see us adding
parenting skills and identifying and stopping
domestic violence to our programmes.

Literacy and numeracy

Having completed its third year, the Understanding
Words and Numbers literacy and numeracy
programme, in partnership with Literacy Aotearoa,
has provided real benefits to many of our team
members. The programme provides participants
with the required skills and knowledge to improve
their literacy and numeracy both at work and
at home. Those who elected to participate in
the programme had the opportunity to obtain
NZQA credits. Many team members reported
that this initiative gave them a second chance to
learn what they didnt have the opportunity to
learn while at school. A total of 120 team members
have participated in the programme in 2016. I get
to share everything I learn with my family, it had
helped us all. Now I can read every day. I can read
to my nephew and help him with his homework.
Team Member, The Warehouse

PG 44
 Financial literacy
You and Your Money is a financial literacy
programme offered to The Warehouse team
members in partnership with the Commission for
Financial Capability. It covers a range of topics
from budgeting to superannuation. This year,
over 250 employees have participated in the
programme with the benefits not only impacting
them but also their families. Ive really enjoyed
these sessions and now have a better and
smarter way of thinking towards money, debt,
life and insurances. These sessions have changed
my life. Thank you for sharing, caring and being
a part of, not only my life but my whanaus too.
Team Member, The Warehouse

Well-being
In 2014, we began exploring what well-being for
our team would look like and how a framework
could support them to be the best I can be.
An initial four-store pilot developed into a
well-being programme which to date has seen
30 Warehouse stores elect participation.
National and international empirical evidence
supports the return on investment in well-being
and encourages team members to make healthy
choices. This pays dividends with reduced
absenteeism, presenteeism and on-site injuries,
as well as increased engagement, business
profile and productivity.

30
Store well-being champions and teams, in
consultation with team members, identify target
areas around nutrition, exercise, smoking cessation
and emotional support. Under the umbrella of the
Mental Health Foundations 5 Ways of Well-being,
store and external activities are organised to build
The Warehouse health literacy capacity for the team, their whanau
stores participated and the community to improve health outcomes.
in well-being Working in partnership with local and national
programmes health providers and promoters, The Warehouse
stores are leading the way to have workplace
health a significant contributor to individual
health knowledge and awareness of local health
services, with an opportunity to participate in
community activities to benefit all. Working with
Healthy Families, a Ministry of Health initiative
in 10 settings across New Zealand, has enabled
our teams to be supported with their well-being
programmes at a local level. The Healthy Families
initiative is the conduit to ensure those with
needs and knowledge gaps can access
appropriate services and information.
It has been gratifying to have national
government organisations use The Warehouse
Well-being Workplace model as an example for
other businesses to take up the challenge to
utilise the workplace space as a way to inform
and encourage better health choices. The
positive feedback from our team, our customers
and the community will continue to drive
innovation as we contribute to solutions for
better health outcomes for New Zealanders.

PG 45
 The Warehouse:

NATIONAL FUNDRAISING

AUGUST 2015 TO JULY 2016 $

Variety The Childrens Charity 291,403

Womens Refuge 325,751

Life Education Trust 287,794

The Parenting Place 264,979

Barnardos 171,000

TOTAL NATIONAL FUNDRAISING 1,340,927

TOTAL REGIONAL FUNDRAISING 764,106

LOCAL FUNDRAISING

AUGUST 2015 TO JULY 2016 $

Coin boxes 135,441

BBQ Fundraising 384,158

Bags for Good 529,814

Other 41,608

TOTAL LOCAL FUNDRAISING 1,091,021

MISCELLANEOUS 188,928

$3,384,982
Grand total national, regional and neighbourhood fundraising for 2015/2016

PG 46
18,000 Noel Leeming:

Students have benefited from Making a Difference with our

the Mobile Learning Centre Mobile Learning Centre
December 2016 will see the Mobile Learning
Centre having visited 200 low-decile schools
with over 18,000 students having benefited
as a result. We have also helped an additional
12,000 Kiwis develop their technology skills
through aged care and holiday events.
The next 12 months will see us launching the
Noel Leeming Community Learning programme
where every Open Learning Store will partner
with a local low-decile school with regular visits
from an open learning specialist. We will also be
providing quarterly in-store events for teachers
from local schools, which will cover everything
from robotics to coding 3D printing.

Warehouse Stationery:
National $ Warehouse Stationerys national partnerships
with CanTeen and The Salvation Army continued
CanTeen 115,856 to flourish during the year. CanTeens mantra is
that no young person should have to deal with
The Salvation Army 126,323 cancer alone and cancer impacts young people
well beyond physical illness. The funds raised by
TOTAL NATIONAL 242,179
Warehouse Stationery for CanTeen are dedicated
to helping those whose education has been
Regional affected by cancer get back up to speed.
Our partnership with The Salvation Army helps
Regions 1 and 6 Scouts 36,183
communities in a number of ways. Many families
Regions 2 and 3 Duffy Books 57,099 find back to school a real struggle to make
ends meet with all the financial demands that
Region 4 Bluelight 16,737 occur and our funds help make this time a little
easier for many thousands of people.
Region 5 Child Cancer 18,672
Foundation Our funding also enables several Aspire
programmes to operate across the country
TOTAL REGIONAL 128,691 helping youth who are struggling to cope with
the demands of society by providing them with
GRAND TOTAL 370,870 practical life skills and reinforcing their self-belief.
Working with The Salvation Army, Warehouse
Stationery has also established the Warehouse
Stationery Scholarship scheme which has funded
four young people from across New Zealand
to enable them to undertake tertiary education
qualifications over a multi-year timeframe.
The number of scholarships offered will increase
to a minimum of 10 over the coming three years.

PG 47
 Torpedo7 Group:
This year saw one of the newer members
of The Warehouse Group, Torpedo7, begin
its community partnership with the Hillary
Outdoors Education Centre. Our team at
Torpedo7 live and breathe the outdoors
and want to give others the opportunity to
experience this too. During our childhoods,
most of us have been privileged to have had an
environment and culture that has encouraged
this, giving us a love of the outdoors and
enriching our lives through travel and adventure.
It has become a way of life for us and we have
built friendships, communities, marriages and
more through our experiences.
The partnership with Hillary Outdoors Education
Centre raised $17,826 over the past year, which

1,000+
enables more than 70 young people from
low-decile schools the chance to grow through
adventure and outdoor learning experiences.
These can often be life-changing for the
individual, building skills and resilience with
a positive flow-on effect to their school, family
and community life.

Gifts were donated nationwide

1-day: to all Ronald McDonald Houses
1-day.co.nz has partnered with Ronald McDonald for children and their families
House Charities (RMHC) with the aim of helping
to provide stability and resources to families
when their child is receiving medical treatment.
Ronald McDonald House provides free
accommodation and support services to over
3500 families each year ensuring they are better
placed to cope and help their children heal.
More than just a place to sleep, these facilities
seek to alleviate the emotional, practical and
financial burdens a family can face so that they
can focus on the most important things their
childs recovery.
Through their efforts and the generosity of their
customers, 1-day.co.nz has contributed $15,000
to the donation of Christmas toys and gifts
for all families staying in a Ronald McDonald
House. The team at 1-day also volunteered at
the Auckland House to cook a festive Christmas
feast allowing families to have a night off cooking
their own meals to spend this special time with
loved ones. Santa added Christmas cheer too,
with a visit on the night and he handed out 1-day
presents to the children. Over 1,000 gifts were
donated nationwide to all Ronald McDonald
Houses for children and their families.
There will be a number of opportunities to assist
Ronald McDonald House Charities in the coming
year we are very excited about being able to
help raise awareness of such a worthy cause.

PG 48
 The Warehouse Group:
The Warehouse Groups annual Gala Dinner
is a highlight of our community programme.
Each year, funds from the dinner are used to
support a major social programme facilitated
by one or more of our community partners.
In 2015, more than $725,000 was raised on the
night for a joint project, Kiwi Next Generation,
between The Salvation Army and Variety The
Childrens Charity.
This two-year programme has been designed
to address a group of people who were not
finding success in existing programmes. It
involves over 700 young people, aged 16 to 18
GROUP FUNDRAISING years by drawing on the skills and experience
that the two leading charities bring to the table
specifically Varietys Nurturing and Well-being
AUGUST 2015 TO JULY 2016 $ Programme and The Salvation Armys Education
and Employment Programme.
The Warehouse Group Gala Dinner 725,000
(proceeds to The Salvation Army Kiwi Next Generation integrates education,
and Varietys Kiwi Next Generation training or employment programmes suited
programme) to participants with wrap around support,
mentoring and other services. This maximises
Bob Tindall Golf Day 61,000 the likelihood that each young person will
(proceeds to CanTeen) complete the programme and attain further
education or employment, enabling them to
Payroll Giving 138,062 move to their next step of development.
TOTAL NATIONAL $924,062

The Warehouse Groups annual

Gala Dinner is a highlight of our
community programme

PG 49
 Environment: During FY16, we reviewed our current emissions
targets, replacing them with ambitious, science-
FY16 Greenhouse Gas Emissions based target of a reduction (on FY15) of 10.0% by
2020 and 32.0% by 2030. A science-based target is
This year is the second year of reporting the one that provides the level of emissions reductions
greenhouse gas (GHG) emissions generated by all the necessary to keep the global temperature increase
major Group businesses: The Warehouse, Warehouse below 2C by 2050 the level at which the most
Stationery, Noel Leeming, Torpedo7, and Financial significant impacts of climate change would be
Services. We have achieved Certified Emissions mitigated. This is the level nations internationally
Measurement and Reduction Scheme, (CEMARS) committed to at the 2015 United Nations Climate
certification for these emissions, which recognises Change Conference, COP 21.
our commitment to managing and reducing our GHG To achieve these targets The Warehouse Group
emissions. To receive CEMARS qualification, our is focusing on two key steps. The first one is to
GHG emissions and emissions reduction plans were reduce the amount of energy we use by eliminating
independently reviewed and audited. inefficient use; for example replacing inefficient
The Groups top emissions activities are electricity lighting with efficient lighting or making sure we
(34.0% of emissions), international shipping (31.9%), utilise shipping containers fully by not shipping
and domestic freight (9.9%), which includes road, partially empty containers. The second step is
rail and sea freight. International shipping emissions then substituting to less carbon-intensive energy
are reported for the products we directly source from sources; for example, on-site power replacing grid
overseas; we do not include international shipping power, or electric forklifts replacing LPG-powered
emissions for products sourced within New Zealand (our ones. Extensive research has been done to identify
suppliers are responsible for these emissions). Overall, and prioritise activities in both steps based on
Group emissions rose 2.8% to 41,105 tonnes of carbon- their potential impact on emissions. The following
dioxide equivalent (CO2e). This increase makes our activities have been prioritised for FY17 to FY20:
2020 emissions target (see below) more challenging, continued roll-out of LED lighting systems, improved
requiring significant savings over the next three years. electricity monitoring and management, improved
The Warehouse generates 78.0% of the Groups sea-freight container utilisation, conducting and
emissions, reflecting their greater store footprint and acting on site energy audits, and minimising standby
sales within the Group. In addition, The Warehouse appliance power.
directly sources the greatest proportion of products While we have been developing our emissions
from overseas, and so has a significantly greater amount targets and identifying our priority activities,
of international shipping emissions. The Warehouses we have still continued to work on reducing our
emissions grew 3.6% last year, driven largely by emissions. Many of the activities in the past year
emissions increases from international shipping and have focused on putting in place the policies and
air travel. This growth offset emission reductions from processes to realise future emissions savings.
improved control over the vehicle fleet (moving to In FY16, we began to implement highly efficient
more efficient vehicles and better management of fuel LED lighting, which will provide our greatest
purchasing), reduced landfill, and improved domestic source of emissions reductions over the next few
logistics with rail freight reducing considerably with a years. For The Warehouse stores, switching to LED
minimal impact on road freight. Electricity emissions required comprehensive testing as we sought an
fell slightly, partially due to reduced heating needs LED technology that would provide bright enough
of stores as a result of the warmer winter. We began lighting for our larger stores, and be dimmable to
to implement highly efficient LED lighting in a small reduce output when more natural light was available
number of stores from November, though this would through roof skylights. In November 2015, we
have a minimal impact on emissions greater results will switched on our first stores with full LED lighting
be seen in the future as we expand this to more stores. at The Warehouse and Noel Leeming in Kaitaia.
Warehouse Stationerys emissions grew 1.1%, largely Since then, LED lighting has been installed in four
due to increases in electricity and air travel, which more Warehouse stores and will be used in all future
offset significant reductions in emissions from our lighting upgrades. The previous lighting technology,
vehicle fleet and air-conditioning systems emissions. T5, is in 55 of our Warehouse stores and will be
Noel Leemings emissions grew 2.9% as a result of replaced with LED when this lighting reaches the
increased emissions from air travel. A significant end of its financial life.
reduction in emissions from air conditioning systems We are also working on electricity savings through
reflects an improvement in the information used to improved monitoring and management of electricity
calculate these emissions. at site level. Systems are in place to monitor electricity
Torpedo7s emissions fell 5.5% with the greatest trends to identify under- and over-performing stores
reduction in company vehicle fuel. This decrease so corrective actions can be established to prevent
reflected vehicle policy changes, which has caused electricity being inefficiently used.
a very small increase in employees private mileage Changes are being made to where we ship products
claim emissions. into the country and how we move them around
Emissions from Financial Services fell 37.4%, from nationwide. We are currently expanding our South
an already low level. The emissions reductions Island Distribution Centre in Canterbury, allowing us
primarily came from travel and vehicle use. to ship more products directly to the South Island.

PG 50
 Environmentally
sustainable sourcing
We are committed to adopting
We want to help our customers live more
electric vehicles in the future
sustainably by giving them peace of mind that
and recently installed two electric the products they are buying have been sourced
vehicle-charging stations at in an environmentally sustainable manner.
our Support Office We started this journey in FY15 with our
Wood Product Sourcing Policy which covers
any product that contains wood or wood pulp
from paper products to pencils to furniture.
This policy commits us to improve the sustainability
of these products by only sourcing those which
meet stringent sustainability standards.
This reduces the amount of products shipped from
the North to the South Island, saving on road and During FY16, we introduced our Palm Oil
inter-island sea-freight emissions. In addition, we Sourcing Policy which covers any product that
are working with the Sustainable Business Council contains palm oil (or a palm oil derivative).
together with several other New Zealand businesses Palm oil is an ingredient in a wide range of
on improving freight efficiency solutions through product categories, most common in food, pet
reverse logistics, moving to lower emission modes food, household cleaning products, personal
of freight, like sea and rail, and strengthening care, health and beauty, and automotive cleaning
transportation procurement requirements. products and additives. This policy commits us
to ensure that any palm oil ingredients come
A small but important source of emissions is those
from certified sustainable sources.
coming from our own leased fleet of passenger and
delivery vehicles. All new vehicles must meet the We have also begun developing a policy
highest European Union vehicle emission standards, prohibiting the use of microplastics in health
currently Euro 6, the highest emissions standard and beauty, personal care, and cleaning products.
internationally. These standards ensure that any Microplastics are minuscule balls of plastic, often
vehicles, petrol or diesel, are both fuel-efficient called microbeads, which are used in products
and have the latest technologies to clean exhaust for functions such as abrasion (exfoliation),
emissions. Because of a limited range of Euro 6 bulking or controlling viscosity. The plastics
vehicles available locally, it is not possible for all of our are washed down the drain after use and
vehicles to be Euro 6; these vehicles must be Euro 5. sewer systems cannot capture them, and they
consequently end up in the ocean as pollutants
We do not have any electric vehicles in our fleet, as the
and are often eaten by sea creatures.
current range available in New Zealand is not suitable.
We are committed to adopting electric vehicles in Beyond these sourcing policies, over the medium
the future and recently installed two electric vehicle- term we will be focusing on better understanding
charging stations at our Support Office. of the ingredients in our products, particularly in
the food, health and beauty, household cleaning
Partnering with ChargeNet, we have a public charger
products, and personal care categories. This
at The Warehouses Albany store. We are considering
understanding will enable us to identify any
others for several more of our Red Sheds.
ingredients that are potentially harmful to the
environment either in their manufacture or in
use and replace them with safer ingredients.

PG 51
 Plastic bags and recycling Waste and recycling
In FY16, The Warehouse Stores ordered 14.2 million We take reducing our waste seriously, because it is
plastic checkout bags, 548,000 or 3.7% less than important for both the environment and the business.
last year. Customers can now recycle these plastic Over the past year, we have focused on improving
bags in-store in some locations, together with other recycling at our stores in small towns as they typically
soft plastics like bread bags, cereal bags and other have the most limited recycling services. We can
food packaging. These are all items that customers now recycle more materials at these stores, and
cannot readily recycle at home. The Warehouse these materials are collected from stores where
is part of a voluntary, industry-led initiative that historically they were freighted to recyclers in the
enables customers to recycle these plastics in major centres. Avoiding this freighting reduces road-
special recycling bins in our stores. The soft plastics freight emissions because rather than a store sending
recycling programme launched in Auckland in a single load on a truck, our recyclers pick up multiple
October 2015, and has since expanded to Hamilton loads in the area and freight all of it at once.
and Canterbury, with Wellington beginning in Nationally, recycling of polystyrene and hard plastics
October 2016 and Dunedin in early 2017. By 2018, (particularly plastic numbers 5, 6 and 7) remains a
the scheme will cover most parts of the country. challenge. In the past 12 months, we have had some
As at July 2016, the scheme had collected over recyclers stop taking these materials. However, we are
40 tonnes (approximately 10.5 million pieces of continuously investigating new solutions for recycling
plastic), which has significantly exceeded expectations. these waste products.
The plastics collected through the programme are Implementing better recycling services is one of two
recycled into a range of items, mainly plastic timber fundamental parts of reducing landfill with the other
products that are used for park benches and walkways. being engaging stores to recycle more. Over the past
Customers recycling their plastic checkout bags year, we have been strengthening our processes of
helps reduce their environmental impact and to engaging stores by providing greater information
achieve even more we also encourage The Warehouse on the impact of landfill, together with waste audits
customers to switch to using reusable bags. We do and best-practice examples. This is reinforced by
this by drawing customers attention to reusable bags transparent reporting and senior management
with our annual The Warehouse Reusable Bag Design consistently highlighting the importance of reducing
competition. The competition attracts hundreds of landfill. The impact of this engagement has been
environmentally inspired designs, with the winning significant in many parts of the Group and has seen
design printed on reusable bags sold in store. reductions of up to 30% in some locations.

GHG Emissions Breakdown

Tonnes of carbon dioxide equivalent (CO2e)

Warehouse Noel Financial

The Warehouse Stationery Leeming Torpedo7 Services Total

% % % % % %
FY16 FY15 CHANGE FY16 FY15 CHANGE FY16 FY15 CHANGE FY16 FY15 CHANGE FY16 FY15 CHANGE FY16 FY15 CHANGE

Shipping 12,048 10,795 11.6 643 717 10.4 0 0 411 450 8.6 13,102 11,962 9.5
Electricity 10,571 10,649 0.7 1,227 1,163 5.5 1,862 1,875 0.7 262 247 6.1 36 38 4.9 13,958 13,972 0.17
Road freight 2,455 2,415 1.7 139 126 10.6 17 23 27.9 79 93 15.4 2,689 2,656 1.2
Employee air 2,251 1,812 24.2 378 294 28.4 794 399 178 208 14.3 11 100.0 3,601 2,724 32.2
98.9
travel
Landfill 1,224 1,413 13.4 160 178 10.4 261 255 2.2 46 61 23.9 1,691 1,907 11.4
Rail freight 1,249 1,472 15.1 115 120 4.8 1,363 1,592 14.4
Company
owned vehicles 881 1,101 20.0 20 34 40.2 1,144 1,207 5.2 14 64 78.6 7 21 64.3 2,066 2.426 14.8
and lifts
GHG losses
from air
865 844 2.5 18 40 54.5 7 189 96.5 890 1,074 17.1
conditioning
systems
Courier freight 521 482 8.1 60 62 3.7 83 107 22.6 864 842 2.6 1,528 1,493 2.3
Employee 159 134 18.6 23 16 45.5 26 22 6 5 32.8 3 4 31.6 217 180 20.4
private km 19.8
claims
Total emissions 32,222 31,116 3.6 2,783 2,752 1.1 4,193 4,076 2.9 1,862 1,970 5.5 46 73 37.4 41,105 39,998 2.8
Total emissions
18.30 18.11 1.1 9.97 10.47 4.8 5.58 6.12 9.0 12.52 15.01 16.6 11.60 14.39 19.5
per $m sales

PG 52
Statistics A significant waste stream for the North Island
The Warehouse Noel
Distribution Centre is wooden pallets. We reuse
Warehouse Stationery Leeming T7G Total as many as possible but always have an excess
Landfill as well as many broken, unusable pallets. These
kg 2016 2,321,209 269,013 420,437 110,814 3,121,474 pallets are now taken by Reharvest, which fixes
total as many of the broken pallets as possible with
2015 2,383,683 322,096 381,225 138,515 3,225,518
the unfixable ones processed into garden bark
2014 2,481,645 587,679 338,660 na 3,407,984
that is sold at The Warehouse stores nationwide.
AVERAGE
Another waste stream we have started to
kg
per $m
2016 1,318 964 559 745 897 investigate is team member uniforms. Every
sales 2015 1,387 1,226 573 1,056 1,060 year, the Group orders over 15,000 new uniforms,
2014 1,490 2,345 546 na 1,460 with the old uniforms going to landfill. To identify
Store electricity
recycling options we are collaborating with textile
consultancy The Formary and Air New Zealand,
kWh 2016 67,416,524 8,723,446 13,239,335 1,865,900 91,245,205
total Fonterra, New Zealand Post, and SkyCity.
2015 67,949,942 7,865,957 13,312,421 1,744,219 90,872,538 This collaborative project, still in its early stages,
2014 67,168,416 8,545,690 15,479,178 na 91,193,284 has identified common textile fibre types and
AVERAGE it is now consolidating information on the most
kWh appropriate recycling technologies to support
2016 11.28 10.93 14.35 10.41 11.74
per current and future textile recycling. Once the
m2 per 2015 11.31 9.94 16.38 9.74 11.84
month project is complete, the findings will be available
2014 11.18 10.44 19.32 na 13.65 publicly to encourage other organisations to
GHG recycle textiles.
CO2e 2016 32,222 2,783 4,193 1,862 41,060 October 2016 will see the inaugural The Warehouse
total
2015 31,116 2,752 4,076 1,970 39,914 Great Community Clean-up. This event, in
partnership with Neighbourly, encourages
2014 29,819 2,972 4,339 na 37,130
The Warehouse team members and Neighbourly
AVERAGE
members to volunteer their time to clean up their
CO2e
2016 18.30 9.97 5.58 12.52 11.60
local communities.
per
$m 2015 18.11 10.47 6.12 15.01 12.43

2014 17.91 11.86 6.99 na 12.25

The future
Plastic bags ordered The Warehouse
During the past few months, we have been
% YOY CHANGE % CHANGE ON 08
developing new strategies to direct our efforts
Total 2016 14,178,000 3.7% 67.3%
over the next few years. Strategies have been
2015* 14,726,000 25.6% 66.0% developed for carbon emissions and eco
2014 11,722,000 73.0% products and services, with others being created
2008 43,370,500 in the near future on customer engagement,
Total
waste and recycling, and product stewardship.
2016 8,052 6.0% 71.6%
per $m
2015* 8,570 21.7% 69.8%

2014 7,039

2008 28,347

In 2008, we did not charge customers for plastic bags

* 2015 restated upwards from 14,202,000 due to error in data
originally provided

PG 53
 HEALTH
AND SAFETY

LEADERSHIP
OUR 5
Ensure leaders
STRATEGIC know how to
KEY RESULTS lead to keep
AREAS our people safe
and well

WELLNESS

Create an
environment
where workplace
wellness takes
priority

INTEGRATION AND RISK AND

SIMPLIFICATION COMPLIANCE

H&S systems and Managing our risks and

processes using data compliance obligations
for targeted injury and
wellness initiatives

PARTNER WITH
BUSINESSES
AND CUSTOMERS

Partner with like-minded

businesses and our customers
to drive step change in
understanding of safety
practices in New Zealand

PG 54
Positive health &
safety outcomes
The Group has continued to focus its energies on Health
and Safety. This year, both the Health and Safety Strategy
and our Key Result Areas (KRAs) have been reviewed and
refined to ensure that we focus on the activities that lead
to positive health and safety outcomes for the Group.
We have made solid progress against The Warehouses Westgate store has been
our goals. We remain committed to used as a Health and Safety innovation
providing a safe environment for our store where new initiatives are trialled
team, customers, contractors and by team members who provide feedback
visitors. Strong, visible leadership is on their impact.
key to achieving our goals. We are pleased that the second year
The first half of the year was focused of our Health and Safety Culture survey
on embedding initiatives and changes shows an increase in our performance score
across the Group. A key focus area was over the year as well as significant increases
incident reporting, especially near-miss in some of the key questions concerning
incident reporting. This reporting focus health and safety activities. Our improved
saw associated rises in our injury rates performance is particularly pleasing as our
and increases in near-miss reporting survey partner reports that most companies
which enables us to identify and experience a decline in performance
respond to the root causes of injuries. in year two. We retained our ACC
The Health and Safety team also focused Partnership Programme Tertiary status
on working with the business and the following an audit that was conducted in
Board to understand and plan for the our Dunedin and Invercargill stores.
new Health and Safety legislation and its The Business and the Health and Safety
potential impact on the Group. team are pleased with the progress that
The second half of the year focused has been made throughout the year.
on bringing Health and Safety into the While we are disappointed that we have
business decision-making processes not seen the reduction in incidents, we
earlier to ensure that safety is factored are confident that we are on the right
into initiatives. This has resulted in a track, as the Culture Survey indicates,
number of successful outcomes that and we expect to see a decrease in
balance the needs of the business with incidents during FY17. We believe this is
keeping people safe. a consequence of increased reporting.

PG 55
 $

The Warehouse
Group Limited
Financial
Statements
for the 52 week period
ended 31 July 2016

PG 56 FINANCIAL STATEMENTS
Financial Statements
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

The financial statements have been presented in a style which attempts to make them less complex and more relevant
to shareholders. The note disclosures have been grouped into six sections: basis of preparation, financial performance,
operating assets and liabilities, financing and capital structure, financial risk management and other disclosures.
Each section sets out the significant accounting policies in grey text boxes applied in producing the relevant notes,
along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a
clearer understanding of what drives financial performance of the Group.

Eduard (Ted) van Arkel Keith Smith

Chairman Deputy Chairman

CONTENTS
FINANCIAL STATEMENTS PAGE OPERATING ASSETS AND LIABILITIES PAGE
Consolidated income statement 58 8.0 Working capital 68
Consolidated statement of comprehensive income 58 8.1 Inventory 68
Consolidated balance sheets 59 8.2 Trade and other receivables 68
Consolidated statement of cash flows 60 8.3 Finance business receivables 68
Reconciliation of operating cash flows 60 8.4 Trade and other payables 68
Consolidated statement of changes in equity 61 8.5 Provisions 69
9.0 Non-current assets 69
NOTES TO AND FORMING PART OF THE
9.1 Property, plant and equipment 69
FINANCIAL STATEMENTS
9.2 Intangible assets 70
BASIS OF PREPARATION
1.0 Basis of preparation 62 FINANCING AND CAPITAL STRUCTURE
1.1 Reporting entity 62 10.0 Borrowings 71
1.2 Compliance statement 62 10.1 Net debt 71
1.3 Basis of preparation 62 10.2 Net interest expense 71
1.4 Reporting period 62 10.3 Bank facilities 71
1.5 Critical accounting judgements, estimates 11.0 Equity 72
and assumptions 62 11.1 Capital management 72
11.2 Contributed equity 72
FINANCIAL PERFORMANCE
11.3 Reserves 73
2.0 Segment information 63
11.4 Minority interest 73
2.1 Operating performance 63
2.2 Capital expenditure and depreciation 63 FINANCIAL RISK MANAGEMENT
2.3 Balance sheet information 63 12.0 Financial risk management 74
3.0 Income and expenses 64 12.1 Financial risk factors 74
3.1 Finance business revenue 64 12.2 Derivative financial instruments 74
3.2 Other income 64 12.3 Liquidity risk 75
3.3 Lease and occupancy expense 64 12.4 Credit risk 75
3.4 Employee expense 64 12.5 Market risks 76
3.5 Other operating expenses 64
4.0 Taxation 65 OTHER DISCLOSURES
4.1 Taxation Income statement 65 13.0 Key management personnel 77
4.2 Taxation Balance sheet current taxation 65 14.0 Executive long-term incentive plan 77
4.3 Taxation Balance sheet deferred taxation 65 15.0 Business combinations 78
5.0 Adjusted net profit 66 15.1 Business disposals 2016 78
6.0 Earnings per share 66 15.2 The Warehouse Financial Services Limited
Acquisition 78
7.0 Dividends 67
15.3 The Warehouse Financial Services Limited
7.1 Dividends paid 67
Pre-acquisition associate investment 79
7.2 Dividends policy reconciliation 67
16.0 Commitments 79
7.3 Imputation credit account 67
17.0 Contingent liabilities 79
18.0 Related parties 79

The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand.
The address of its registered office is Level 8, 120 Albert Street, PO Box 2219, Auckland 1140.
These financial statements have been approved for issue by the Board of Directors on 22 September 2016.

FINANCIAL STATEMENTS PG 57
 Consolidated Income Statement
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

(52 WEEKS) (53 WEEKS)

NOTE 2016 2015

$000 $000

Retail sales 2,924,682 2,770,421

Finance business revenue 3.1 20,352 5,617
Total revenue 2.1 2,945,034 2,776,038

Cost of retail goods sold 8.1 (1,966,510) (1,854,669)

Other income 3.2 8,858 8,268
Lease and occupancy expense 3.3 (148,916) (147,192)
Employee expense 3.4 (483,812) (449,887)
Depreciation and amortisation expense 2.2 (59,660) (58,634)
Other operating expenses 3.5 (187,209) (182,491)
Operating profit 2.1 107,785 91,433

Unusual items 5.0 15,679 (6,746)

Equity earnings of associate 15.3 723 2,802
Earnings before interest and tax 124,187 87,489

Net interest expense (excluding finance business interest received) 10.2 (17,891) (16,207)
Profit before tax 106,296 71,282

Income tax expense 4.1 (23,820) (20,345)

Net profit for the period 82,476 50,937

Attributable to:
Shareholders of the parent 78,338 52,433
Minority interests 11.4 4,138 (1,496)
82,476 50,937

Basic earnings per share 6.0 22.7 cents 15.2 cents

Diluted earnings per share 6.0 22.6 cents 15.1 cents

Consolidated Statement of Comprehensive Income

FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

(52 WEEKS) (53 WEEKS)

NOTE 2016 2015

$000 $000

Net profit for the period 82,476 50,937

Items that may be reclassified subsequently to the income statement
Movement in derivative cash flow hedges (64,480) 43,360
Movement in de-designated derivative hedges 605 (2,623)
Tax relating to movement in hedge reserve 17,885 (11,406)
Other comprehensive income (45,990) 29,331
Total comprehensive income 36,486 80,268

Attributable to:
Shareholders of the parent 32,348 81,764
Minority interest 11.4 4,138 (1,496)
Total comprehensive income 36,486 80,268

The above consolidated income statement and statement of comprehensive income should be read in conjunction with the accompanying notes.

PG 58 FINANCIAL STATEMENTS
Consolidated Balance Sheets
AS AT 31 JULY 2016

CONSOLIDATED RETAIL GROUP FINANCIAL SERVICES

NOTE 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000

ASSETS
Current assets
Cash and cash equivalents 10.1 49,881 32,195 36,531 28,327 13,350 3,868
Finance business receivables 8.3 73,565 14,228 73,565 14,228
Trade and other receivables 8.2 77,059 72,133 72,434 71,550 4,625 583
Available for sale property 9.1 52,277 52,277
Inventory 8.1 501,713 510,461 501,713 510,461
Derivative financial instruments 12.2 621 39,127 621 39,127
Taxation receivable 4.2 2,250 803 3,352 1,447
Total current assets 755,116 670,394 663,576 650,268 94,892 20,126
Noncurrent assets
Property, plant and equipment 9.1 271,043 355,095 269,791 353,879 1,252 1,216
Intangible assets 9.2 166,394 147,432 120,218 120,482 46,176 26,950
Investments 15.3 2,778 2,778
Investment in finance business 76,797 45,527
Derivative financial instruments 12.2 738 164 738 164
Deferred taxation 4.3 49,597 22,935 47,304 20,692 2,293 2,243
Total noncurrent assets 487,772 528,404 514,848 543,522 49,721 30,409
Total assets 2.3 1,242,888 1,198,798 1,178,424 1,193,790 144,613 50,535

LIABILITIES
Current liabilities
Borrowings 10.1 125,202 117,164 125,202 117,164
Trade and other payables 8.4 271,308 256,499 264,424 252,113 6,884 4,386
Derivative financial instruments 12.2 25,133 51 25,133 51
Taxation payable 4.2 2,068 5,420
Provisions 8.5 58,915 44,423 58,108 43,801 807 622
Total current liabilities 482,626 418,137 478,287 413,129 7,691 5,008
Noncurrent liabilities
Borrowings 10.1 164,534 214,604 164,534 214,604
Securitised borrowings 10.1 60,125 60,125
Derivative financial instruments 12.2 4,845 3,882 4,845 3,882
Trade and other payables 8.4 1,000 1,000
Provisions 8.5 17,850 16,893 17,850 16,893
Total noncurrent liabilities 247,354 236,379 187,229 236,379 60,125
Total liabilities 2.3 729,980 654,516 665,516 649,508 67,816 5,008
Net assets 512,908 544,282 512,908 544,282 76,797 45,527

EQUITY
Contributed equity 11.2 357,685 358,215 357,685 358,215
Reserves 11.3 (18,816) 26,488 (18,816) 26,488
Retained earnings 173,872 157,154 173,872 157,154
Investment in finance business 76,797 45,527
Total equity attributable to shareholders 512,741 541,857 512,741 541,857 76,797 45,527
Minority interest 11.4 167 2,425 167 2,425
Total equity 512,908 544,282 512,908 544,282 76,797 45,527

The above consolidated balance sheets should be read in conjunction with the accompanying notes.

FINANCIAL STATEMENTS PG 59
 Consolidated Statement of Cash Flows
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016
(52 WEEKS) (53 WEEKS)

NOTE 2016 2015

Cash flows from operating activities $000 $000

Cash received from customers 2,944,555 2,774,126

Payments to suppliers and employees (2,745,746) (2,665,960)
Income tax paid (28,037) (22,398)
Interest paid (16,495) (18,524)
154,277 67,244
Loans repaid by finance business customers 148,306 88,395
New loans to finance business customers (140,123) (79,170)
Net cash flows from operating activities 162,460 76,469
Cash flows from investing activities
Proceeds from sale of property, plant & equipment and computer software 39,488 31,120
Proceeds from business disposal 6,382
Dividend received from associate 15.3 2,695 5,565
Purchase of property, plant & equipment and computer software (75,180) (109,345)
Contingent and deferred acquisition consideration (1,575) (20,043)
Acquisition of minority interest 11.4 (9,800)
Acquisition of subsidiaries, net of cash acquired 15.2 (4,363)
Other items 3 299
Net cash flows from investing activities (42,350) (92,404)
Cash flows from financing activities
Proceeds from / (Repayment of) retail borrowings (41,825) 62,395
Proceeds from / (Repayment of) securitised borrowings 1,496
Net proceeds received on senior bond reissuance 22,811
Repayment of finance leases (1,402) (1,440)
Purchase of treasury stock 11.2 (2,531) (2,754)
Treasury stock dividends received 280 188
Dividends paid to parent shareholders (55,920) (59,432)
Dividends paid to minority shareholders (2,522) (396)
Net cash flows from financing activities (102,424) 21,372
Net cash flow 17,686 5,437
Opening cash position 32,195 26,758
Closing cash position 10.1 49,881 32,195

Reconciliation of Operating Cash Flows

FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016
(52 WEEKS) (53 WEEKS)

NOTE 2016 2015

$000 $000

Net profit 82,476 50,937

Non-cash items
Depreciation and amortisation expense 2.2 59,660 58,634
Goodwill impairment 9.2 11,302
Share based payment expense 3.4 3,208 2,114
Interest capitalisation 621 235
Movement in deferred tax 4.3 (7,977) (4,230)
Movement in de-designated derivative hedges 436 (1,889)
Share of profit from associate 15.3 (723) (2,802)
Total non-cash items 55,225 63,364
Items classified as investing or financing activities
Gain on sale of property, plant and equipment (4,392) (4,842)
Gain on business disposal 15.1 (9,950)
Direct costs relating to acquisitions 15.2 479
Contingent consideration (675) 977
Supplementary dividend tax credit 4.2 425 468
Total investing and financing adjustments (14,113) (3,397)
Changes in assets and liabilities
Trade and other receivables (3,681) (10,290)
Finance business receivables (2,327) 4,808
Inventories 7,851 (18,352)
Trade and other payables 18,054 (8,176)
Provisions 15,471 (3,401)
Income tax 3,504 976
Total changes in assets and liabilities 38,872 (34,435)
Net cash flows from operating activities 162,460 76,469

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

PG 60 FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

EMPLOYEE
SHARE
SHARE TREASURY HEDGE BENEFITS RETAINED MINORITY TOTAL
NOTE CAPITAL STOCK RESERVES RESERVE EARNINGS INTEREST EQUITY

$000 $000 $000 $000 $000 $000 $000

For the 52 week period ended 31 July 2016

Balance at the beginning of the period 365,517 (7,302) 23,551 2,937 157,154 2,425 544,282

Net profit for the period 78,338 4,138 82,476

Movement in derivative cash flow hedges (64,480) (64,480)
Movement in dedesignated derivative hedges 605 605
Tax relating to movement in hedge reserve 4.2, 4.3 17,885 17,885
Total comprehensive income (45,990) 78,338 4,138 36,486
Contributions by and distributions to owners
Share rights charged to the income statement 3,208 3,208
Share rights vested 2,001 (2,522) 521
Dividends paid 7.1, 11.4 (55,495) (3,522) (59,017)
Treasury stock dividends received 280 280
Purchase of treasury stock (2,531) (2,531)
Purchase of minority interest 11.4 (6,926) (2,874) (9,800)
Balance at the end of the period 365,517 (7,832) (22,439) 3,623 173,872 167 512,908
(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3) (note: 11.4)
For the 53 week period ended 2 August 2015
Balance at the beginning of the period 365,517 (8,707) (5,780) 3,709 164,861 4,317 523,917
Profit for the period 52,433 (1,496) 50,937
Movement in derivative cash flow hedges 43,360 43,360
Movement in dedesignated derivative hedges (2,623) (2,623)
Tax relating to movement in hedge reserve 4.2, 4.3 (11,406) (11,406)
Total comprehensive income 29,331 52,433 (1,496) 80,268

Contributions by and distributions to owners

Share rights charged to the income statement 2,114 2,114
Share rights vested 4,250 (2,886) (1,364)
Dividends paid 7.1, 11.4 (58,964) (396) (59,360)
Treasury stock dividends received 188 188
Purchase of treasury stock (2,845) (2,845)
Balance at the end of the period 365,517 (7,302) 23,551 2,937 157,154 2,425 544,282
(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3) (note: 11.4)

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

FINANCIAL STATEMENTS PG 61
 Notes to and forming part of the Financial Statements
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

1.0 BASIS OF PREPARATION

1.1 Reporting entity
The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail and financial services sectors.
The Company is a limited liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is
an FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 8, 120 Albert Street,
PO Box 2219, Auckland 1140. The Company is listed on the New Zealand Stock Exchange (NZX).
1.2 Compliance statement
These financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP), FMCA 2013 and NZX
listing rules. They comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting
Standards, as appropriate for profit-oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS).
1.3 Basis of preparation
The measurement basis adopted in the preparation of these financial statements is historical cost, as modified by the revaluation of certain assets and liabilities
at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise stated.
The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting
choice is provided by NZ IFRS, is new or has changed, is specific to the Groups operations or is significant or material. Where NZ IFRS does not provide
any accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.
The Group has presented separate balance sheets for the finance and retail segments as part of the primary financial statements. This is a non GAAP
financial measure however, the Group has presented the information as it monitors the funding of the finance business separately from the retail
operations and to aid in the understanding of how these business segments are structured. The consolidated balance sheet is the sum of each of the
balance sheet line items for the retail group and financial services group adjusted for inter group elimination entries.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. A list of material subsidiaries at year end
is listed below.
PERCENTAGE OWNERSHIP

NAME OF ENTITY PRINCIPAL ACTIVITY CHANGE NOTE 2016 2015

The Warehouse Limited Retail 100 100

Warehouse Stationery Limited Retail 100 100
Noel Leeming Group Limited Retail 100 100
Torpedo7 Limited Retail Minority purchase 11.4 100 80
RRS 2013 Limited Retail Minority purchase 11.4 100 80
Torpedo7 Fitness Limited Retail Minority purchase 11.4 100 80
Torpedo7 Supplements Limited Retail Minority purchase 11.4 100 80
TW Financial Services Operations Limited Financial Services 100 100
The Warehouse Financial Services Limited Financial Services Acquisition 15.2 100 49
Diners Club (NZ) Limited Financial Services 100 100
TW Money Limited Financial Services 100 100
Eldamos Investments Limited Property 100 100
The Warehouse Nominees Limited Investment 100 100
TWP No.3 Limited Retail / Wholesale 100 100

1.4 Reporting period

These financial statements are for the 52 week period 3 August 2015 to 31 July 2016. The comparative period is for the 53 week period 28 July 2014 to
2 August 2015. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period. However,
a 53 week year will occur once every five to six years and this occurred in the comparative period.
1.5 Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of
assets and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material
to the financial statements are found in the following notes:
(a) Inventory (note 8.1)
(b) Derivative financial instruments (note 12.2)
(c) Intangible assets (note 9.2).

PG 62 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Financial Performance
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

2.0 SEGMENT INFORMATION

2.1 Operating performance REVENUE OPERATING PROFIT RETAIL OPERATING MARGIN
NOTE 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 % %

The Warehouse 1,760,708 1,718,307 89,376 79,600 5.1% 4.6%

Warehouse Stationery 279,155 262,780 14,288 12,723 5.1% 4.8%
Noel Leeming 752,137 665,628 12,050 6,424 1.6% 1.0%
Torpedo7 148,660 131,231 3,380 34 2.3% 0.0%
Other Group operations 9,166 9,276 (7,929) (5,555)
Intersegment eliminations (25,144) (16,801)
Retail Group 2,924,682 2,770,421 111,165 93,226 3.8% 3.4%
Financial Services Group 20,352 5,617 (3,380) (1,793)
2,945,034 2,776,038 107,785 91,433
Unallocated (expenses) / revenue
Unusual items 5.0 15,679 (6,746)
Equity earnings of associate 15.3 723 2,802
Earnings before interest and tax 124,187 87,489

Net interest expense (excluding finance business

interest received) 10.2 (17,891) (16,207)
Net profit before taxation for the year 106,296 71,282

Attributable to:
Retail Group 113,412 74,159
Financial Services Group (7,116) (2,877)
Net profit before taxation for the year 106,296 71,282

Operating segments
The Group has four operating segments trading in the New Zealand retail sector and a financial services business. The operating segments are managed
separately with their own management, stores and infrastructure. These segments form the basis of internal reporting used by management and the Board
of Directors to monitor and assess performance and assist with strategy decisions.
Each of the four retail segments represent a distinct retail chain, synonymous with its segment name. Customers can purchase product from the retail chains either
online or through the Groups physical retail store network. The Groups store network currently has 92 (2015: 92) The Warehouse stores, 66 (2015: 65) Warehouse
Stationery stores, 75 (2015: 78) Noel Leeming stores and 12 (2015: 12) Torpedo7 stores. The Warehouse predominantly sells general merchandise and apparel,
Noel Leeming sell technology and appliance products, Torpedo7 sells sporting equipment and, as the name indicates, Warehouse Stationery sells stationery.
The Financial Services business is a credit card company which offers credit to its customers through both an in-house Warehouse branded credit card
and a Diners Club credit card operated under a franchise agreement with Diners Club International. The Group monitors the funding of the finance business
separately from the retail operations and to aid in the understanding of how these business segments are structured, the Group has presented separate
balance sheets for these two segments as part of the primary financial statements.
2.2 Capital expenditure and depreciation CAPITAL EXPENDITURE DEPRECIATION & AMORTISATION
NOTE 2016 2015 2016 2015

$000 $000 $000 $000

The Warehouse 41,301 35,844 41,105 41,072

Warehouse Stationery 5,296 6,739 6,578 6,713
Noel Leeming 6,875 13,152 7,484 6,342
Torpedo7 781 3,866 1,240 1,286
Other Group operations 10,156 43,816 1,803 2,357
Retail Group 64,409 103,417 58,210 57,770
Finance business 9,017 14,827 1,450 864
Total Group 73,426 118,244 59,660 58,634

Comprising
Property, plant and equipment 9.1 56,360 96,211 53,135 52,147
Computer software 9.2 17,066 22,033 6,525 6,487
Total Group 73,426 118,244 59,660 58,634

2.3 Balance sheet information TOTAL ASSETS TOTAL LIABILITIES

NOTE 2016 2015 2016 2015

$000 $000 $000 $000

The Warehouse 481,322 491,532 183,502 165,841

Warehouse Stationery 78,021 83,298 33,084 32,742
Noel Leeming 154,374 152,841 103,548 92,682
Torpedo7 49,504 50,804 10,870 14,843
Other Group operations 150,886 173,093 9,378 7,699
Retail Group 914,107 951,568 340,382 313,807
Finance business 102,903 31,963 7,691 5,008
Operating assets / liabilities 1,017,010 983,531 348,073 318,815

Unallocated assets / liabilities

Cash and borrowings 10.1 49,881 32,195 349,861 331,768
Derivative financial instruments 12.2 1,359 39,291 29,978 3,933
Associate investment 15.3 2,778
Intangible goodwill and brands 9.2 125,041 115,818
Taxation assets / liabilities 4.2, 4.3 49,597 25,185 2,068
Total Group 1,242,888 1,198,798 729,980 654,516

NOTES TO THE FINANCIAL STATEMENTS PG 63

 Notes to the Financial Statements Financial Performance
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

3.0 INCOME AND EXPENSES

Retail sales
Retail sales are recognised at the point of sale when the customer receives the goods or delivery takes place. Retail revenue from the sale of goods is
recognised at the fair value of the consideration received or receivable, net of returns, discounts and excluding GST.
Finance business revenue
Revenue from card commissions is recognised at the point of transaction at services establishments. Membership fees are recognised on a time
apportionment basis over the membership period.
Lease expense
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Employee expense
The employee entitlements expense includes wages and salaries, performance based compensation and share based compensation paid or accruing
to team members. Details of how these entitlements are calculated are found in notes 8.5 and 14.0.

3.1 Finance business revenue 2016 2015

$000 $000

Commission 5,532 1,975

Interest received 10,346 2,241
Other 4,474 1,401
Finance business revenue 20,352 5,617

3.2 Other income 2016 2015

$000 $000

Tenancy rents received 5,621 5,328

Other 3,237 2,940
Other income 8,858 8,268

3.3 Lease and occupancy expense 2016 2015

$000 $000

Operating lease costs 115,976 113,886

Other occupancy costs 32,940 33,306
Lease and occupancy expense 148,916 147,192

3.4 Employee expense 2016 2015

$000 $000

Wages and salaries 456,723 438,995

Directors' fees 754 734
Performance based compensation 23,127 8,044
Equity settled share based payments expense 3,208 2,114
Employee expense 483,812 449,887

3.5 Other operating expenses 2016 2015

$000 $000

Other operating expenses include

Provision / (Recovery) for bad and doubtful debts 2,484 (736)
Loss on disposal of plant and equipment 1,141 691
Donations 747 632
Net foreign currency exchange (gain) / loss 117 (77)

Auditors' fees
Auditing the Group financial statements 562 535
Reviewing the half year financial statements 90 89
Other services 274 55
Total fees paid to PricewaterhouseCoopers 926 679

Audit Fees Corporate Governance

Fees paid to PricewaterhouseCoopers for other services related to treasury policy advice and digital services advice. In accordance with the Groups
policies regarding audit governance and independence this work was approved by the Groups Audit Committee. The Groups policy permits the audit
firm to provide non-audit services that are considered to be not in conflict with the preservation of the independence of the auditor subject to Audit
Committee approval.

PG 64 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Financial Performance
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

4.0 TAXATION
A reconciliation between the tax expense recognised in the income statement and tax expense calculated in accordance with the statutory income tax rate is
detailed below.

4.1 Taxation Income statement NOTE 2016 2015

$000 $000

Profit before tax 106,296 71,282

Taxation calculated at 28% 29,763 19,959
Adjusted for the tax effect of:
Goodwill impairment 3,165
Capital gain on business disposals (2,652)
Contingent consideration (189) 274
Equity earnings of associate (202) (785)
Share based payments 339 (598)
Non deductible expenditure 1,039 1,236
Depreciation adjustment on building disposals (3,708) (2,490)
Income tax over provided in prior year (570) (416)
Income tax expense 23,820 20,345

Income tax expense comprises:

Current years income tax payable 4.2 31,797 24,575
Deferred taxation 4.3 (7,977) (4,230)
Income tax expense 23,820 20,345

Income taxation
The income tax expense for the period is the tax payable on the current years taxable income based on the income tax rate adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in
the financial statements.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or
liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will
be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between
the carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of
the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.
Goods and services tax (GST)
The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance
sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.

The following table details the movement in income tax receivable during the current and prior year.

4.2 Taxation Balance sheet current taxation NOTE 2016 2015

$000 $000

Opening balance 2,250 3,226

Current years income tax payable 4.1 (31,797) (24,575)
Acquisition of subsidiary (814)
Net taxation paid 28,037 22,398
Transfer from cash flow hedge reserve (169) 733
Supplementary dividend tax credit 425 468
Closing balance (2,068) 2,250

The following table details the major deferred income tax liabilities and assets recognised by the Group and the movements during the current and prior year.

4.3 Taxation Balance sheet PROPERTY,

PLANT,
deferred taxation SOFTWARE AND EMPLOYEE
NOTE INVENTORY RECEIVABLES EQUIPMENT PROVISIONS DERIVATIVES OTHER TOTAL

$000 $000 $000 $000 $000 $000 $000

For the 52 week period ended 31 July 2016

Opening balance 11,118 1,988 2,809 12,295 (9,893) 4,618 22,935
Charged / (credited) to the income
statement 4.1 1,486 (1,031) 6,192 549 781 7,977
Net charged to other comprehensive
income 18,054 18,054
Acquisition of subsidiary 561 70 631
Closing balance 12,604 1,518 9,001 12,844 8,161 5,469 49,597

For the 53 week period ended 2 August 2015

Opening balance 10,286 2,365 (1,753) 11,792 2,247 5,908 30,845
Charged / (credited) to the income
statement 4.1 832 (377) 4,562 503 (1,290) 4,230
Net credited to other comprehensive
income (12,140) (12,140)
Closing balance 11,118 1,988 2,809 12,295 (9,893) 4,618 22,935

NOTES TO THE FINANCIAL STATEMENTS PG 65

 Notes to the Financial Statements Financial Performance
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

5.0 ADJUSTED NET PROFIT

Adjusted net profit reconciliation NOTE 2016 2015

$000 $000

Adjusted net profit 64,110 57,134

Add back: Unusual items
Gain on business disposals 15.1 9,950
Direct costs relating to acquisitions 15.2 (479)
Gain on property disposals 5,533 5,533
Goodwill impairment 9.2 (11,302)
Contingent consideration 675 (977)
Unusual items before taxation 15,679 (6,746)
Income tax relating to unusual items (1,545) (1,549)
Income tax expense related to depreciation adjustment on building disposals 3,708 2,490
Unusual items after taxation 17,842 (5,805)
Minority interest (3,614) 1,104
Net profit attributable to shareholders of the parent 78,338 52,433

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance
and considers it provides a better understanding of underlying business performance and the Group also uses it as the basis for determining dividend
payments. Adjusted net profit makes allowance for the after tax effect of unusual items which are not directly connected with the Groups normal
trading activities. The Group defines unusual items as any profits from the disposal of properties or investments, goodwill impairment, direct costs and
contingent consideration adjustments relating to the acquisition of subsidiaries.

Unusual Items
(a) The gain on business disposals represents, firstly, a gain on the notional sale of The Warehouse Financial Services Limited in September 2015 ($5.200
million) and secondly, the gain on the sale of the business assets of Pet.co.nz ($4.750 million). The details of these two transactions and associated
acquisition costs are found in note 15.0.
(b) The gain on property disposals during the year related to 3 store (2015: 2) properties and surplus land (2015: nil), sold for a combined consideration of
$37.426 million (2015: $30.350 million) and realising a pre-tax profit of $5.533 million (2015: $5.533 million).
(c) A goodwill impairment expense was recognised last year for Torpedo7. Difficult trading conditions and below expectation financial performance from
the business unit resulted in the Group reassessing the value of its investment in Torpedo7 and revising the carrying value to a lower reassessment of
recoverable value.
(d) Adjustments to the amount of contingent consideration payable or paid are treated as gains and losses in the income statement. The current year
gain represents the lower than estimated final settlement of amounts payable for the Insight acquisition (acquired September 2012). In the previous
year the expense related to an upward revision in the amount payable for the R&R Sport acquisition (acquired September 2013). Contingent
consideration represents the portion of the purchase price for an acquisition withheld from a vendor to help ensure future operating performance or
completion of post acquisition deliverables.

6.0 EARNINGS PER SHARE

Earnings per share calculation NOTE 2016 2015

Net profit attributable to shareholders of the parent ($000s) 78,338 52,433

Adjusted net profit ($000s) 5.0 64,110 57,134

Basic
Weighted average number of ordinary shares (net of treasury stock) on issue (000s) 344,737 345,129
Basic earnings per share (cents) 22.7 15.2
Adjusted basic earnings per share (cents) 18.6 16.6

Diluted
Weighted average number of ordinary shares (net of treasury stock) on issue adjusted for unvested share
rights (000s) 347,086 347,533
Diluted earnings per share (cents) 22.6 15.1
Adjusted diluted earnings per share (cents) 18.5 16.4

Earnings per share (EPS) is the amount of post-tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to
shareholders by the weighted average number of ordinary shares (net of treasury stock) outstanding during the year.
Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the basic EPS. The Group has two types
of dilutive potential ordinary shares (performance share rights and award share rights refer note 14.0). Diluted EPS is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume conversion of the share rights.
Adjusted basic EPS and adjusted diluted EPS are similarly calculated using adjusted net profit as the numerator.

PG 66 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Financial Performance
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

7.0 DIVIDENDS
7.1 Dividends paid 2016 2015 2016 2015

$000 $000 CENTS PER SHARE CENTS PER SHARE

Prior years final dividend 17,342 20,811 5.0 6.0

Interim dividend 38,153 38,153 11.0 11.0
Total dividends paid 55,495 58,964 16.0 17.0

Dividend policy
The Board declares two dividends annually in respect of the half year (interim dividend) and full year results (final dividend). The Groups dividend policy
is to pay a dividend to shareholders of between 75% and 85% of the Retail Groups adjusted net profit.
All dividends paid were fully imputed.

7.2 Dividends policy reconciliation NOTE 2016 2015 2016 2015

$000 $000 CENTS PER SHARE CENTS PER SHARE

Interim dividend 38,153 38,153 11.0 11.0

Final dividend (declared after balance date) 17,342 17,342 5.0 5.0
Total dividends paid and declared in respect of the current and prior financial years 55,495 55,495 16.0 16.0
Group adjusted net profit 5.0 64,110 57,134
Add back Financial Services Groups net loss (5,046) (2,075)
Retail Groups adjusted net profit 69,156 59,209
Payout ratio (%) 80.2 % 93.7 %

On 22 September 2016 the Board declared a final fully imputed ordinary dividend of 5.0 cents per share to be paid on 8 December 2016 to all
shareholders on the Groups share register at the close of business on 25 November 2016.

7.3 Imputation credit account 2016 2015

$000 $000

Imputation credits at balance date available for future distribution 113,682 103,228

The above amounts represent the balance of the Groups imputation credit account at balance date adjusted for imputation credits that will arise from
the payment of the amount of the provision for income taxation. Imputation is a mechanism that a company uses to pass on credits for tax it has paid on
its profits, to its shareholders when it pays dividends. These imputation credits offset the amount of taxation that the New Zealand resident shareholders
would otherwise be liable to pay on those dividends, so they do not have to pay double tax.

NOTES TO THE FINANCIAL STATEMENTS PG 67

 Notes to the Financial Statements Operating Assets and Liabilities
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

8.0 WORKING CAPITAL

8.1 Inventory 2016 2015

$000 $000

Finished goods 469,592 478,150

Inventory adjustments (19,676) (17,500)
Retail stock 449,916 460,650

Goods in transit from overseas 51,797 49,811

Inventory 501,713 510,461

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure
incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the
ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the year are recognised as an expense
and included in cost of goods sold in the income statement.

Significant judgements and estimates

Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future
selling prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to
shoplifting, employee theft, paperwork errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends
and product information from buyers as part of the process to determine the appropriate value of these provisions.
Goods in transit from overseas
Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents
(which usually include a bill of lading) are received, and terms, as set out in a suppliers letter of credit or in the suppliers terms of trade, are met.

8.2 Trade and other receivables 2016 2015

$000 $000

Trade receivables 41,131 42,651

Prepayments 11,092 8,924
Rebate accruals and other debtors 24,836 20,558
Trade and other receivables 77,059 72,133

Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from
suppliers payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are initially
recognised at the value of the invoice sent to the customer and subsequently at the amount considered recoverable. Collectability of trade and other
receivables is reviewed on an ongoing basis and debts that are known to be uncollectable are either impaired or written off when they are identified.

8.3 Finance business receivables 2016 2015

$000 $000

Finance business receivables 78,948 14,964

Allowance for impairment (5,383) (736)
Finance business receivables 73,565 14,228

Ageing analysis of finance business receivables

0 to 30 Days 70,609 13,783
31 to 60 Days 1,509 366
61 to 90 Days 567 40
Greater than 90 Days 880 39
Total 73,565 14,228

Finance receivables arise from charge card, credit card and personal loans transactions provided by the Groups Financial Services businesses.
Finance receivables specify minimum instalments which are due for repayment within 30 days. Collectability of finance receivables is reviewed on
an ongoing basis. Debts that are known to be uncollectable are written off when they are identified. A provision for impairment is recognised when
there is evidence that the Group will not be able to collect the receivables in accordance with the terms of the credit arrangement.

8.4 Trade and other payables 2016 2015

$000 $000

Trade creditors and accruals 198,828 189,512

Goods in transit creditors 19,673 16,522
Capital expenditure creditors 9,412 11,165
Goods and services tax 11,109 11,208
Reward schemes, lay-bys, Christmas club deposits and gift vouchers 18,010 16,508
Contingent consideration 1,000 3,250
Interest accruals 1,597 1,426
Payroll accruals 11,679 7,908
271,308 257,499

Less: Non-current contingent consideration (1,000)

Current trade and other payables 271,308 256,499

Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts
are normally unsecured and are usually settled within 60 days of recognition. Due to the short-term nature of these payables, their carrying value is
assumed to approximate their fair value.

PG 68 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Operating Assets and Liabilities
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

8.0 WORKING CAPITAL

8.5 Provisions CURRENT NON-CURRENT TOTAL
2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000

Employee entitlements 53,395 39,109 10,861 10,026 64,256 49,135

Make good provision 1,142 705 6,471 6,040 7,613 6,745
Sales returns provision 3,689 3,580 3,689 3,580
Onerous lease 689 1,029 518 827 1,207 1,856
Total provisions 58,915 44,423 17,850 16,893 76,765 61,316

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation.
Employee entitlements
(i) Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months
of the reporting date, are recognised in provisions in respect of employees services up to the reporting date and are measured at the amounts
expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured
at the rates paid or payable.
(ii) Performance based compensation
The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay
an employee based on achieving an agreed level of individual and company performance.
(iii) 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. 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
New Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Make good provision
The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present
value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred
which mitigate the final liability prior to the lease expiry.
Sales return
The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision
represents the estimated sales return obligation at balance date based on historical sale return rates.
Onerous lease
A provision for an onerous lease is recognised when the Group retains a lease obligation after vacating a property before the expiry of the lease term.

9.0 NON CURRENT ASSETS

9.1 Property, plant and LAND AND BUILDINGS PLANT AND EQUIPMENT WORK IN PROGESS TOTAL
equipment NOTE 2016 2015 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000 $000 $000

Cost 172,828 154,415 550,739 522,404 15,264 23,170 738,831 699,989

Accumulated depreciation (11,875) (12,923) (371,861) (350,261) (383,736) (363,184)
Opening carrying amount 160,953 141,492 178,878 172,143 15,264 23,170 355,095 336,805
Additions 2.2 7,188 45,644 40,830 58,473 8,342 (7,906) 56,360 96,211
Disposals (31,374) (24,621) (3,626) (1,153) (35,000) (25,774)
Depreciation 2.2 (1,438) (1,562) (51,697) (50,585) (53,135) (52,147)
Closing carrying amount 135,329 160,953 164,385 178,878 23,606 15,264 323,320 355,095

Cost 145,647 172,828 570,260 550,739 23,606 15,264 739,513 738,831

Accumulated depreciation (10,318) (11,875) (405,875) (371,861) (416,193) (383,736)
Closing carrying amount 135,329 160,953 164,385 178,878 23,606 15,264 323,320 355,095

Less: Available for sale property (49,982) (2,295) (52,277)

Property, plant and equipment 85,347 160,953 164,385 178,878 21,311 15,264 271,043 355,095

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been incurred in
bringing the assets to the location and condition necessary for their intended use.
Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful lives. The estimated
useful life of property, plant and equipment are as follows:
Freehold land indefinite
Freehold buildings 50 to 100 years
Plant and equipment 3 to 12 years
Work in progress not depreciated
The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An assets carrying amount is written down
immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is
impaired, reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount
of an asset may be impaired.
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income
statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Available for sale property

At balance date the Group was negotiating the possible sale and future development of the Groups Newmarket store property. A third party has
commenced due diligence as a precursor to making a proposal for the purchase and redevelopment of the site.

NOTES TO THE FINANCIAL STATEMENTS PG 69

 Notes to the Financial Statements Operating Assets and Liabilities
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

9.2 Intangible assets GOODWILL BRAND NAMES COMPUTER SOFTWARE TOTAL

NOTE 2016 2015 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000 $000 $000

Cost 103,597 103,597 23,523 23,523 110,088 89,566 237,208 216,686

Impairment & accumulated amortisation (11,302) (78,474) (72,995) (89,776) (72,995)
Opening carrying amount 92,295 103,597 23,523 23,523 31,614 16,571 147,432 143,691
Acquisition of subsidiaries 15.2 11,700 11,700
Additions 2.2 17,066 22,033 17,066 22,033
Disposals (2,477) (802) (503) (3,279) (503)
Impairment 5.0 (11,302) (11,302)
Amortisation 2.2 (6,525) (6,487) (6,525) (6,487)
Closing carrying amount 101,518 92,295 23,523 23,523 41,353 31,614 166,394 147,432

Cost 112,820 103,597 23,523 23,523 124,401 110,088 260,744 237,208

Impairment & accumulated amortisation (11,302) (11,302) (83,048) (78,474) (94,350) (89,776)
Closing carrying amount 101,518 92,295 23,523 23,523 41,353 31,614 166,394 147,432

Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets,
liabilities and contingent liabilities acquired.
Brand names
Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite
useful lives as the Group has rights to use these names in perpetuity.
Impairment of goodwill and band names
Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds
its recoverable amount.
Computer software
All costs directly incurred in the purchase or development of computer software or subsequent upgrades and enhancements, which can be reliably
measured and are not integral to a related asset, are capitalised as intangible assets. Computer software is amortised on a straight line basis over a
period of between two to ten years. Costs incurred on computer software maintenance are expensed to the income statement as they are incurred.

Business disposal
Goodwill attributable to the Pet.co.nz business ($2.477 million) was fully recovered when it was sold in January 2016. (Refer note 15.1 for further details.)
Significant judgements and estimates impairment testing
Impairment of indefinite life intangible assets is assessed by comparing the recoverable amount of a cash generating unit with its carrying value. Assets
are grouped at the lowest level for which there are separately identifiable cash flows (cash generating units) which also represent the lowest level within
the Group at which these assets are monitored for internal management purposes. The allocation of the Groups significant carrying amounts of goodwill
and brand names to cash generating units is set out in the table below.
The recoverable amount of a cash generating unit is calculated as the higher of value in use or its fair value less costs to sell. The recoverable amounts
are determined using either of these two prescribed discounted cashflow valuation methods which require the use of estimates and projections regarding
future business unit operating performance. The Group considers a wide range of factors including the Groups financial budgets, strategic plans, external
benchmarks and historical performance to formulate future cashflow projections. The Group also engages external advisors to determine appropriate
discount rates and long-term growth rates, integral to the valuations. Cashflows beyond the projection period are extrapolated using the estimated
growth rates stated below. These growth rates do not exceed the long-term average growth rate for the sector in which the business unit operates.

Impairment testing NOEL LEEMING TORPEDO7 FINANCIAL SERVICES TWP NO.3

2016 2015 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000 $000 $000

Goodwill 27,436 27,436 25,689 25,689 22,714 11,014 21,450 21,450

Brand names 15,500 15,500 8,023 8,023
Closing carrying amount 42,936 42,936 33,712 33,712 22,714 11,014 21,450 21,450

Key assumptions
EBIT margin (%) 2.3 2.2 7.6 8.5 N/A N/A 5.7 6.6
Terminal growth rate (%) 1.6 2.0 1.6 2.0 1.6 2.0 1.6 2.0
Post-tax discount rate (%) 10.7 11.7 11.6 12.5 10.0 13.4 12.4 13.4
Projection period (Years) 5.0 5.0 5.0 10.0 10.0 10.0 5.0 10.0

Noel Leeming, Torpedo7 and the Financial Services cash generating units refer to the business segments detailed in note 2.0. TWP No.3 represents the
amalgamation of the trading activities of the Insight business acquired in September 2012 and CES business acquired in February 2013 and forms part
of The Warehouse reporting segment. The trading activities of TWP No.3 include the sourcing and wholesaling of product for other group companies
and operating pop-up stores and events. The impairment tests have been prepared using a five-year model except for Financial Services where a 10-year
forecast period is used to reflect the expected growth profile of the finance receivables book prior to achieving a steady level of cash flows.
Impairment testing results
The current year impairment testing did not indicate the carrying values of either goodwill or brand names to be impaired. Except for the Financial
Services business, the Group would not expect a reasonably possible change in the key assumptions used in the calculations to reduce the recoverable
amount of the Groups cash generating units below the carrying amounts. The Financial Services business represents the greatest impairment risk should
this business segment perform below expectation or the discount rates change.
The cashflow projection in the Financial Services model assumes an average growth in revenue of 21.9% in the first three years, declining to an average
of 14.6% from years four to ten. To allow for the risks associated with the forecast growth in the first 10 years, a higher discount rate of 18% was adopted
compared to 10% in the terminal year. The recoverable amount of the Financial Services business calculated on value in use exceeded its carrying value
by $3.600 million. A decrease in the terminal growth rate to 1.2% or a rise in the discount rate by 30 basis points would, all changes taken in isolation,
result in the recoverable amount being equal to the carrying amount.

PG 70 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Financing and Capital Structure
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

10.0 BORRROWINGS
10.1 Net debt 2016 2015

$000 $000

Cash on hand and at bank 49,881 32,195

Bank borrowings at call interest rate: 3.18% (2015: 3.89%) 123,980 115,805
Lease liabilities 1,222 1,359
Current borrowings 125,202 117,164

Bank borrowings interest rate: 2.98% (2015: 4.01%) 40,000 90,000

Lease liabilities 490 1,571
Fixed rate senior bond (coupon: 5.30%) 125,000 125,000
Fair value adjustment relating to senior bond interest rate hedge 738 163
Unamortised capitalised costs on senior bond issuance (1,694) (2,130)
Non-current borrowings 164,534 214,604
Non-current securitised borrowings interest rate 3.06% 60,125
Total borrowings 349,861 331,768
Net debt 299,980 299,573

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the net proceeds and the redemption amount is recognised in the income statement over the period of the borrowings using the
effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the balance date.

Cash on hand and at bank

Cash on hand and at bank includes electronic funds transfer point of sale (EFTPOS) transactions which have not been cleared by the bank. The Groups
balance date is always a Sunday, which means the three previous days store sales, that have been paid by EFTPOS, remain uncleared at balance date.
Securitised borrowings
When the Group acquired The Warehouse Financial Services Limited (refer note 15.2) it also established a debt securitisation programme to help fund
this business segment. The programme is funded by Westpac under a $225 million borrowing facility. The facility permits the Finance Services Group
to borrow up to 80% of the value of qualifying securitised finance business receivables which form part of the borrowing base. The borrowing base is
set with reference to how promptly the securitised receivables are collected.
Fixed rate senior bond
The Group issued a five-year fixed rate senior bond on the New Zealand Stock Exchange in June 2015 with a 5.30% coupon. Interest on the bond is
payable every six months (15 June and 15 December) and has a final maturity in June 2020. Based on the last quoted closing price of $1.06261 (2015:
$1.04411) traded on the New Zealand Stock Exchange and a market yield of 3.74% (2015: 4.45%), the fair value of the Groups fixed rate senior bonds
at balance date was $132,826 million (2015: $130.514 million). For accounting purposes (NZ IFRS 13) this is deemed a level 1 fair value measurement
as it is derived from a quoted price, in an active market.

10.2 Net interest expense (excluding finance business interest received) 2016 2015

$000 $000

Interest on bank overdrafts 36 123

Interest on deposits and use of money interest received (204) (375)
Interest on bank borrowings 10,850 8,944
Interest on finance leases 184 259
Interest on fixed rate senior bond 7,025 7,256
Net interest expense (excluding finance business interest received) 17,891 16,207

10.3 Bank facilities 2016 2015

$000 $000

Bank debt facilities 340,000 330,000

Bank facilities used (163,980) (205,805)
Unused bank debt facilities 176,020 124,195

Securitised debt facility 225,000

Securitised facility used (60,125)
Unused securitised bank debt facility 164,875

Letters of credit facilities 32,566 28,000

Letters of credit (21,370) (21,145)
Unused letter of credit facilities 11,196 6,855
Total unused bank facilities 352,091 131,050

NOTES TO THE FINANCIAL STATEMENTS PG 71

 Notes to the Financial Statements Financing and Capital Structure
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

11.0 EQUITY
11.1 Capital management
Capital is defined by the Group to be the total equity as shown in the balance sheet. The Groups capital management objectives are to safeguard the
Groups ability to continue as a going concern, to provide an appropriate rate of return to shareholders and to optimise the Groups cost of capital. The
Group regularly reviews its capital structure and may make adjustments by means including changes to the Groups dividend payout ratio, issue of new
shares, debt issuance, sale of assets or a combination of these.
The Group views the funding of the balance sheet as having two distinct parts, with the Financial Services Group being separately financed from the
Retail Group and permits the Financial Services Group to have higher gearing levels. Gearing is a measure of a companys financial leverage and shows
the extent to which its operations are funded by lenders (debt) versus shareholders (equity). The Financial Services Group is primarily financed by a debt
securitisation programme which allows it to borrow up to 80% of the value of its qualifying securitised finance business receivables.
The Retail Group is financed through a mixture of bank borrowings and a fixed rate senior bond. The Retail Group aims to maintain gearing levels, with
the exception of the Groups first quarter peak funding period, at levels of between 30% to 40%.
The Group changed its dividend policy last year to help strengthen its balance sheet. The Groups new dividend policy is based on distributing between
75% to 85% of the adjusted net profit of the Retail Group back to shareholders (refer note 7.0).
Externally imposed capital requirements
Retail Group borrowings are subject to a negative pledge contained in two separate trust deeds held for the benefit of the Groups banking institutions and
bondholders. The trust deeds provide a guarantee that the parent and its guaranteeing Group companies will comply with certain quarterly debt ratios and
restrictive covenants. The two principal covenants, which are the same for both trust deeds are:

DEBT COVENANT RATIOS AT BALANCE DATE QUARTERLY COVENANT REQUIREMENT 2016 2015

Retail Group book gearing ratio (percentage) will not exceed 60% in the first quarter ending October or exceed 36.7 37.8
50% in each of the remaining three quarters of the year
Retail Group book interest cover (times cover) will not be less than two times operating profit 7.3 5.8

The Group was in compliance with the negative pledge covenants throughout the current and previous financial year.

11.2 Contributed equity CONTRIBUTED EQUITY ORDINARY SHARES

2016 2015 2016 2015

$000 $000 $000 $000

Share capital 365,517 365,517 346,843 346,843

Treasury stock (7,832) (7,302) (2,348) (2,134)
Contributed equity 357,685 358,215 344,495 344,709

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from
the proceeds of the share issue.
Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs,
is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration
received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

Treasury stock TREASURY STOCK ORDINARY SHARES

NOTE 2016 2015 2016 2015

$000 $000 $000 $000

Opening balance 7,302 8,707 2,134 2,379

Ordinary shares issued to settle share rights plan obligations 14.0 (2,001) (4,250) (708) (1,255)
Ordinary shares purchased (average purchase price $2.74 2015: $2.81) 2,531 2,754 922 979
Ordinary shares forfeited under the discontinued staff share purchase plan 91 31
Closing balance 7,832 7,302 2,348 2,134

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus
on a winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting rights
attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit
of the Group.

PG 72 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Financing and Capital Structure
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

11.3 Reserves 2016 2015

$000 $000

Cash flow hedge reserve (20,986) 25,440

De-designated derivative reserve (1,453) (1,889)
Hedge reserves (22,439) 23,551
Share based payments reserve 3,623 2,937
Total reserves (18,816) 26,488

Cashflow hedge reserve

This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The
cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement,
or, depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer also to the consolidated
statement of changes in equity and policy notes detailed in note 12.2.)
De-designated derivative reserve
The de-designated derivative reserve is used to record the after-tax mark-to-market losses realised from realigning the Groups interest rate hedge
portfolio in June 2015 which resulted in number of interest rate swaps being monetised. The cost to close out the interest rate swaps is recognised in the
income statement over the effective period of the original interest rate swaps. (Refer also to the consolidated statement of changes in equity and policy
notes detailed in note 12.2.)

Share based payments reserve

Share rights are granted to employees in accordance with the Groups executive share rights plan. The fair value of share rights granted under the plan
are measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at
grant date of the share rights are independently determined using an appropriate valuation model that takes into account the terms and conditions
upon which they were granted. (Note 14.0 provides further details regarding the plan and fair value calculations.)
This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income
statement. Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury stock allotted
to settle the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated
statement of changes in equity.)

11.4 Minority interest 2016 2015

$000 $000

Opening balance 2,425 4,317

Purchase of minority interest (2,874)
Net profit / (loss) attributable to minority interest 4,138 (1,496)
Dividends paid to minority shareholders (3,522) (396)
Closing balance 167 2,425

The purchase of the remaining 20% minority interest in Torpedo7 and the sale of the jointly owned Pet.co.nz business assets (refer note 15.1) during
the current financial year means the minority interests at balance date only represent the Groups 50% minority shareholding held in Waikato Valley
Chocolates and the residual assets which have not yet been distributed as part of the liquidation of the shell company which had previously owned the
Pet.co.nz business assets.
Torpedo7 minority purchase
In March 2016 the Group acquired the remaining 20% of the share capital of Torpedo7 for a consideration of $9.800 million, increasing the Groups
interest in the Torpedo7 group of companies from 80% to 100%. The consideration had two components: a cash component of $7.500 million settled
in March 2016 and the transfer of the Groups interest in a parcel of surplus land located in Hamilton (valued at $2.300 million).

NOTES TO THE FINANCIAL STATEMENTS PG 73

 Notes to the Financial Statements Financial Risk Management
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

12.0 FINANCIAL RISK MANAGEMENT

12.1 Financial risk factors
The Groups activities expose it to various financial risks, including liquidity risk, credit risk and market risk (including currency risk and interest rate risk).
The Groups overall risk management programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the
Groups financial performance.
The Group enters into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the interest rate
and currency fluctuation risks arising from the Groups operations and sources of finance.
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury
identifies, evaluates and hedges financial risks in close co-operation with the Groups operating units. The Board provides written principles for overall
risk management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative
financial instruments and investing excess cash.

12.2 Derivative financial instruments CURRENCY CONTRACTS INTEREST RATE SWAPS TOTAL
2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000

Current assets 621 39,127 621 39,127

Non-current assets 738 164 738 164
Current liabilities (24,263) (51) (870) (25,133) (51)
Non-current liabilities (4,845) (3,882) (4,845) (3,882)
Total derivative financial instruments (23,642) 39,076 (4,977) (3,718) (28,619) 35,358

Classified as:
Cash flow hedges (23,642) 39,076 (5,715) (3,882) (29,357) 35,194
Fair value hedges 738 164 738 164
Total derivative financial instruments (23,642) 39,076 (4,977) (3,718) (28,619) 35,358

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value.
The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature
of the item being hedged. For the purposes of hedge accounting, hedges are classified as:
Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or
Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is
also documented, as to whether or not the derivatives that are used in hedging transactions have been and will continue to be highly effective in
offsetting changes in fair values or cash flows of hedged items.
Cashflow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the
cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance
when the forecast interest payment that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition
of a non-financial asset (for example, inventory), the gains and losses previously deferred in equity are transferred from equity and included in the
measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative
gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income
statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately
transferred to the income statement.
Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any
changes in the fair value of the hedged asset or liability that are attributed to the hedged risk. The Group only applies fair value hedge accounting
for hedging fixed interest on borrowings. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings and
changes in the fair value of the fixed rate borrowings attributable to interest rate risk are recognised in the income statement within net interest
expense.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item, for which the effective
interest method is used, is amortised over the period to maturity.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for
hedge accounting are recognised immediately in the income statement.

Significant judgements and estimates

The Groups derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the fair
value, the Group uses valuation techniques which rely on observable market data. The fair value of forward exchange contracts are determined using
the forward exchange market rates at the balance date and interest rate swaps are calculated as the present value of estimated future cash flows based
on the applicable market interest yield rates at balance date. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value
measurements as they are not derived from a quoted price in an active market but, rather, a valuation technique that relies on other observable market data.
The Group uses an independent advisor to help determine the fair value of its derivatives.

PG 74 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Financial Risk Management
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

12.0 FINANCIAL RISK MANAGEMENT

12.3 Liquidity risk
Liquidity risk arises from financial liabilities of the Group and the Groups subsequent ability to meet the obligation to repay these financial liabilities as
and when they arise.
The Group divides its funding requirements between funding for its retail operations and funding for the financial services business. The funding for the
financial services business is provided by means of a debt securitisation programme (refer note 10.1). The securitised debt facility has a limit of $225.000
million and at balance date 73.3% of these facilities remained undrawn. This debt facility has a maturity of 30 September 2017 and it is expected that
the facility will be extended prior to maturity. Additional funding for the financial services business is provided by means of capital injections of funding
advances from the Groups retail operations.
The Retail Groups liquidity position fluctuates throughout the year. The months leading up to the Christmas trading period typically put the greatest
strain on cash flows due to the build up of inventory, conversely the Retail Groups liquidity position is at its strongest immediately after the Christmas
trading period. The Retail Groups gearing covenants increase from 50% to 60% for the first quarter of each financial year to allow for the effect of
seasonal funding. To accommodate the increased funding requirements during the peak funding period, the Group has committed three month seasonal
credit facilities commencing in mid September of $50.000 million (2015: $50.000 million), which are in addition to the $340.000 million (2015: $330.000
million) of committed credit facilities (refer note 10.3). The Group has set treasury policy limits to ensure it maintains and operates within its available
funding facilities.

LIQUIDITY POSITION AT BALANCE DATE TREASURY POLICY REQUIREMENT 2016 2015

Retail Group unused debt facilities (refer note: 10.3) committed credit facilities to be maintained at an amount 51.8% 37.6%
that averages at least 115% of peak funding requirements
projected for the next two years
Retail Group funding tenor at least 30% of the committed credit facilities have a 35.5% 36.3%
maturity of greater than three years (includes retail bond)
Retail Group funding diversity (number of counterparties) funding to be sourced from a minimum of four 6 6
counterparties (includes retail bond)

The table below analyses the Groups financial liabilities and derivatives into relevant maturity bands, based on the remaining period from balance date
to the contractual maturity date. The cash flow amounts disclosed in the table represent undiscounted cash flows liable for payment by the Group.
The forward currency contracts outflow amounts disclosed in the table represent the gross amount payable by the Group for the purchase of foreign
currency, whereas the inflow amounts represent the corresponding receipt of foreign currency arising from settlement of the contracts, converted using
the spot rate at balance date.

Contractural maturity 0 1 YEARS 1 3 YEARS > 3 YEARS TOTAL

analysis 2016 2015 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000 $000 $000

Trade and other payables (271,308) (256,499) (1,000) (271,308) (257,499)

Bank borrowings (163,980) (205,805) (163,980) (205,805)
Securitised borrowings (60,125) (60,125)
Finance lease liabilities (1,303) (1,535) (489) (1,611) (29) (51) (1,821) (3,197)
Fixed rate senior bond (5,771) (5,736) (13,250) (13,250) (131,625) (138,250) (150,646) (157,236)
Financial liabilities (502,487) (469,575) (13,739) (15,861) (131,654) (138,301) (647,880) (623,737)

Forward currency contracts

outflow (363,291) (275,304) (363,291) (275,304)
inflow 337,438 311,945 337,438 311,945
Interest rate swaps (1,667) (1,153) (1,036) (2,577) (2,728) (137) (5,431) (3,867)
Net derivatives (27,520) 35,488 (1,036) (2,577) (2,728) (137) (31,284) 32,774

12.4 Credit risk

Credit risk arises from the financial assets of the Group which are exposed to potential counterparty default, with a maximum exposure equal to the
carrying amount of these assets. In the normal course of business, the Group incurs credit risk from finance business receivables, trade and other
receivables, derivatives and transactions with financial institutions.
The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by the Directors and in
accordance with specified treasury policy limits. The Groups treasury policy requires bank counterparties to have a minimum Standard & Poors credit
rating of at least A (2015: A).
The Group controls its credit risk from finance business receivables, trade and other receivables by the application of credit approval, limits and
monitoring procedures. Receivable balances are monitored on an ongoing basis to ensure the Groups bad debt exposure is not significant.
Concentrations of credit risk exist when changes in economic, industry or geographical factors similarly affect the group of counterparties whose
aggregate credit exposure is significant in relation to the Groups total credit exposure. As the Group transacts with a diversity of counterparties
it does not have any significant exposure to any individual customers, industry or economic sector.

NOTES TO THE FINANCIAL STATEMENTS PG 75

 Notes to the Financial Statements Financial Risk Management
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

12.0 FINANCIAL RISK MANAGEMENT

12.5 Market risks
Foreign exchange risks
The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and
to manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly
probable forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved Treasury
Policy to manage this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:
to hedge 40% to 100% of forecast US dollar commitments expected in the next 0 to 6 months
to hedge 0% to 85% of forecast US dollar commitments expected in the next 7 to 12 months
where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place
where foreign currency hedging extends beyond a 12-month time horizon, this requires specific approval.

Currency position at CARRYING VALUE NOTIONAL AMOUNT (NZD) AVERAGE EXCHANGE RATE 0 TO 12 MONTH HEDGE LEVEL
balance date 2016 2015 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 CENTS CENTS PERCENTAGE PERCENTAGE

Forward exchange contracts

Buy US dollars / Sell
New Zealand dollars (23,642) 39,076 363,291 275,304 0.6714 0.7462 74.6 62.8

The Group did not hold any foreign exchange derivatives with a maturity exceeding one year at either the current or last years balance date. The spot
rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.7228 (2015: $0.6586).
The following sensitivity table, based on foreign currency contracts in existence at balance date, shows the positive/(negative) effect of reasonably
possible exchange rate movements on after tax profit and equity, with all other variables held constant.

Currency position at balance date NET PROFIT AFTER TAX EQUITY

2016 2015 2016 2015

$000 $000 $000 $000

10% appreciation in the New Zealand dollar (22,006) (20,381)

10% depreciation in the New Zealand dollar 26,899 24,909

There is no profit and loss sensitivity, as the forward currency contracts have been designated as cash flow hedges and based on historical performance,
it has been assumed they will be 100% hedge effective.
Interest rate risk
The Groups exposure to market interest rates primarily relates to the Retail Groups core borrowings estimated to be $250.000 million for treasury
management purposes. The Groups treasury policy is to manage its finance costs using a mix of fixed and floating rate debt. The Groups treasury policy
is to maintain between 50% to 90% of core borrowings at fixed rates. At balance date 76% (2015: 76%) of the Groups core borrowings were at fixed
interest rates. The Group uses fixed rate debt and interest rate swaps to manage the fixed interest rate pricing and profile.
The following sensitivity table, based on interest rate risk exposures in existence at balance date, shows the effect of reasonably possible interest rate
movements on after tax profit and equity, with all other variables held constant.

Interest rate sensivity table + 100 BASIS POINTS - 100 BASIS POINTS
NOTE AMOUNT PROFIT EQUITY PROFIT EQUITY

$000 $000 $000 $000 $000

At 31 July 2016
Finance business receivables 8.3 73,565 530 530 (530) (530)
Securitised borrowings 10.1 (60,125) (433) (433) 433 433
Net bank borrowings 10.1 (114,099) (822) (822) 822 822
Fixed rate senior bond 10.1 (124,044) 294 294 (312) (312)
Derivative financial instruments
Interest rate swaps cash flow hedges 12.2 (5,715) 468 2,058 (468) (2,174)
Interest rate swaps fair value hedges 12.2 738 (294) (294) 312 312
Total increase / (decrease) (229,680) (257) 1,333 257 (1,449)

At 2 August 2015
Finance business receivables 8.3 14,228 102 102 (102) (102)
Net bank borrowings 10.1 (173,610) (1,250) (1,250) 1,250 1,250
Fixed rate senior bond 10.1 (123,033) 282 282 (260) (260)
Derivative financial instruments
Interest rate swaps cash flow hedges 12.2 (3,882) 468 2,327 (468) (2,463)
Interest rate swaps fair value hedges 12.2 164 (282) (282) 260 260
Total increase / (decrease) (286,133) (680) 1,179 680 (1,315)

PG 76 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Other Disclosures
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

13.0 KEY MANAGEMENT PERSONNEL

Key management includes the directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial
Markets Conduct Act 2013, being the Group Chief Executive Officer and his 11 (2015: 11) direct reports.
Compensation made to directors and other members of key management of the Group is set out in the two tables below:

Directors fees 2016 2015

$000 $000

E K van Arkel (Chairman) 166 166

K R Smith (Deputy Chairman) 115 119
A J Balfour 85 85
J W M Journee 86 88
J H Ogden 101 100
V C M Stoddart 116 91
Sir Stephen Tindall 85 85
Total 754 734

In addition to the directors fees stated above, K R Smith received fees of $43,000 (2015: $24,000) and J H Ogden also received fees
of $43,000 (2015: $24,000) in their capacity as directors of the Groups Financial Services business.

Key management personnel 2016 2015

$000 $000

Base salary 6,934 6,288

Annual performance based compensation 2,881 303
Equity settled share-based compensation (refer note: 14.0) 1,520 1,051
Total 11,335 7,642

14.0 EXECUTIVE LONG-TERM INCENTIVE PLAN (LTIP)

Share rights were granted to key management and other senior executives, selected by the Groups Remuneration Committee as a component of each
participants remuneration package. There will be no further share rights granted under this plan as it is currently in the process of being replaced by a
new cash based incentive plan. At balance date this legacy share based plan has 66 (2015: 67) participants.
The plan was divided into medium-term (Award shares) and long-term (Performance shares) share plans.
Award shares
Award shares provide participants with a conditional right to be allocated and transferred ordinary shares upon the satisfaction of certain company
performance targets and individual performance targets, measured during the initial vesting period. The number of ordinary shares which are allocated is
determined by reference to the percentage achievement of these targets, with one third of the allocated shares being transferred to each participant at
the end of the initial vesting period and a further third at the end of each of the next two vesting dates.
Performance shares
Performance shares provide participants with a conditional right to be transferred ordinary shares at the end of the vesting period if the Group has
achieved a specified total shareholder return on the vesting date. The target total shareholder return represents the increase in the Groups share price
over the period between the grant date and the vesting date, inflated from the grant date using the Groups cost of equity.

Share rights PERFORMANCE SHARES AWARD SHARES TOTAL SHARE RIGHTS

NOTE 2016 2015 2016 2015 2016 2015

$000 $000 $000 $000 $000 $000

Outstanding at the beginning of the year 2,005 1,940 2,234 1,806 4,239 3,746
Granted during the year 726 791 1,725 1,757 2,451 2,548
Vested during the year 11.2 (681) (708) (574) (708) (1,255)
Forfeited during the year (1,036) (45) (982) (755) (2,018) (800)
Outstanding at the end of the year 1,695 2,005 2,269 2,234 3,964 4,239

Expected vesting dates

October 2015 729 934 1,663
October 2016 351 484 920 731 1,271 1,215
October 2017 617 792 780 569 1,397 1,361
October 2018 727 569 1,296
Outstanding at the end of the year 1,695 2,005 2,269 2,234 3,964 4,239

Fair values
The fair value of performance shares at grant date has been estimated using a variant of the Binomial Options Pricing Model. The fair value of award shares
has been calculated as the present value of the rights at grant date, discounted using the Groups estimated cost of equity and allowing for expected future
dividends. The following table lists the fair value of the share rights and key inputs used in the pricing models to determine the values:

Performance shares
Date granted October 2015 October 2014 October 2013
Vesting date October 2018 October 2017 October 2016
Target total shareholder return ($) 0.78 1.00 1.26
Risk free interest rate (%) 2.64 3.73 3.40
Average expected volatility (%) 21.50 21.60 22.50
Average share price at measurement date ($) 2.58 3.09 3.77
Estimated fair value at grant date ($) 0.81 0.97 1.15

Award shares
Date granted October 2015 October 2014 October 2013
First vesting date (then annually on the next two anniversaries) October 2016 October 2015 October 2014
Weighted average cost of equity capital (%) 8.72 9.83 10.10
Average share price at measurement date ($) 2.58 3.09 3.77
Average estimated fair values at grant date ($) 2.30 2.77 3.38

NOTES TO THE FINANCIAL STATEMENTS PG 77

 Notes to the Financial Statements Other Disclosures
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

15.0 BUSINESS COMBINATIONS

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group and are not consolidated from the date that control ceases.
The Group consolidates the financial statements of subsidiaries, using the acquisition method. The consideration transferred in a business is measured
at fair value, which is calculated as the sum of the acquisition-date fair value of the assets transferred by the acquirer, the liabilities incurred by the
acquirer to former owners of the acquiree and the equity interest issued by the acquirer. It includes any asset or liability arising from a contingent
consideration arrangement. Acquisition related costs are expensed as incurred. Each identifiable asset and liability is generally measured at its
acquisition-date fair value except if an NZ IFRS requires another measurement basis. The excess of the consideration transferred over the Groups
share of the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed is recognised as goodwill.

15.1 Business disposals 2016 NOTE TWFSL PET.CO.NZ TOTAL

$000 $000 $000

Consideration 6,006 8,411 14,417

Less:
Net assets sold 806 1,184 1,990
Goodwill 9.2 2,477 2,477
Carrying value of net assets sold 806 3,661 4,467
Gain on business disposal 5.0 5,200 4,750 9,950
Minority interest (3,641) (3,641)
Gain on business disposal (after minority interests) 5,200 1,109 6,309

Sale and Purchase of The Warehouse Financial Services Limited

In September 2015 the Group gained control over The Warehouse Financial Services Limited (TWFSL) when it acquired 100% of the companys share
capital. The Group had previously held a non-controlling 49% interest in TWFSL which was accounted for as an associate investment up until the
acquisition date. For accounting purposes this single transaction is treated as having two distinct components, the first being the notional sale by the
Retail Group (RG) of its 49% TWFSL associate investment, and the second, the purchase by the Financial Services Group (FSG) of TWFSLs share capital
from both Westpac as the majority 51% shareholder and RG as the 49% associate shareholder. In respect of the first part and the inter-company sale
transaction between RG and FSG for the 49% associate investment, this results in a notional gain on sale of $5.200 million. The inter-company acquisition
consideration has been calculated with reference to the premium above net assets paid to Westpac for its 51% TWFSL shareholding.
Pet.co.nz Limited business disposal
In January 2016 the Group sold the business assets of Pet.co.nz (formerly Shop HQ Limited) for a consideration of $8.411 million. The consideration
was comprised of an initial payment of $6.411 million, received in February 2016, and deferred consideration ($1.000 million payable to the Group) and
contingent consideration ($1.000 million payable to the minority shareholder), receivable in December 2016. The remaining shell company is currently
in the process of liquidation.
The Group has recognised the following identifiable acquisition assets and liabilities for The Warehouse Group Financial Services Limited (TWGFSL)
business acquisition.

15.2 The Warehouse Financial Services Limited Acquisition NOTE 2016

$000

Cash and cash equivalents 3,453

Finance business receivables 57,010
Trade and other receivables 346
Deferred taxation 640
61,449
Trade and other payables (357)
Provision for tax (820)
Borrowings (58,629)
Fair value of identifiable net assets 1,643
Goodwill arising on acquisition 9.2 11,700
Total consideration 13,343

The acquisition consideration is as follows:

Cash paid for Westpac's 51% interest in TWFSL 7,337
Value attributed to the Group's previously held 49% equity investment in TWFSL 15.1 6,006
Acquisition consideration 13,343

The cash outflow on acquisition is as follows:

Cash and cash equivalents acquired (3,453)
Direct costs relating to the acquisition 479
Cash paid for Westpac's 51% interest in TWFSL 7,337
Net consolidated cash outflow 4,363

The acquisition of TWFSL represents the next step in the Groups development of an in-house financial services business and follows the earlier
acquisition of Diners Club (NZ) Limited in March 2014. TWFSL currently offers credit and risk related products that include credit cards and insurance
cover. The increase in the Finance Receivable loan book following the acquisition helps provide scale and enables the Group to leverage its current
infrastructure, core systems and people capability to grow this business segment cost effectively.

PG 78 NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements Other Disclosures
FOR THE 52 WEEK PERIOD ENDED 31 JULY 2016

15.3 The Warehouse Financial Services Limited Pre-acquisition associate investment NOTE 2016 2015

$000 $000

Investment at the beginning of the year 2,778 5,541

Share of associates profit before taxation 1,004 3,892
Less taxation (281) (1,090)
Equity earnings of associate 723 2,802
Dividend received from associate (2,695) (5,565)
Acquisition of majority shareholder 15.1 (806)
Investment at end of the period 2,778

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and
50% of the voting rights. Associates have been recorded in the consolidated financial statements on an equity accounting basis, which recognises the
Groups share of retained surpluses in the income statement and its share of post-acquisition increases or decreases in net assets in the balance sheet.

16.0 COMMITMENTS
Operating leases
The Groups non-cancellable operating leases mainly relate to building occupancy leases and typically expire within ten years. The leases have varying
terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Commitments for minimum lease payments in relation
to non-cancellable operating leases at balance date are as follows:

Future minimum rentals payable 2016 2015

$000 $000

0 to 1 Years 120,636 111,406

1 to 2 Years 111,731 103,687
2 to 5 Years 254,246 239,656
5+ Years 325,121 298,809
Operating leases 811,734 753,558

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:

Capital commitments 2016 2015

$000 $000

Within one year 12,666 9,957

17.0 CONTINGENT LIABILITIES

2016 2015

$000 $000

Bank letters of credit issued to secure future purchasing requirements 16,804 21,145
Less included as a goods in transit creditor (1,394) (1,152)
15,410 19,993
Standby letter of credit issued to Visa Worldwide 4,566
Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited 643 643
Total contingent liabilities 20,619 20,636

18.0 RELATED PARTIES

During the period, the Group has not entered into any material contracts involving related parties or Directors interests which are not disclosed.
No amounts owed by related parties have been written off or forgiven during the period.
Shareholdings
At balance date Directors and other key executives held ordinary shares in the Group and received fully imputed dividends during the year as set
out below.
(i) Sir Stephen Tindall (Director) has a beneficial shareholding of 93,687,096 shares (2015: 93,687,096 shares) which carry the normal entitlement
to dividends. Dividends of $14.522 million (2015: $15.927 million) were received on these shares during the year.
(ii) The Groups other Directors collectively had beneficial shareholdings of 221,066 shares (2015: 221,066 shares) at balance date which carry the
normal entitlement to dividends.
(iii) Share transactions undertaken by the Directors during the year and Directors non-beneficial shareholdings are required to be disclosed in respect
of section 148(2) of the Companies Act 1993. Details of these transactions can be found as part of the statutory disclosures in the annual report.
(iv) Key management (as detailed in note 13.0) collectively held 672,563 shares (2015: 950,270 shares) at balance date which carry the normal
entitlement to dividends.
(v) The Tindall Foundation Sir Stephen Tindall (Director) and R J Tindall (alternate Director) are trustees of The Tindall Foundation. The Tindall
Foundation is an incorporated charitable trust and as such it is recognised as having a separate legal existence. This differs from unincorporated
trusts, which have no separate legal existence apart from their trustees. For the purposes of stock exchange disclosures, the trustees of The
Tindall Foundation do not have a disclosable interest in the shares held by The Tindall Foundation. At balance date The Tindall Foundation held
and received dividends on 73,920,496 shares (2015: 73,920,496 shares) in the Group. Dividends of $11.458 million (2015: $12.566 million) were
received on these shares during the year.

NOTES TO THE FINANCIAL STATEMENTS PG 79

 Independent Auditors Report
TO THE SHAREHOLDERS OF THE WAREHOUSE GROUP LIMITED

OUR OPINION
In our opinion the consolidated financial statements of The Warehouse Group Limited (the Company), including its subsidiaries (the
Group), present fairly, in all material respects, the financial position of the Group as at 31 July 2016, its financial performance and its cash
flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and
International Financial Reporting Standards (IFRS).
What we have audited
The Warehouse Group Limiteds consolidated financial statements on pages 58 to 79 comprise:
the consolidated balance sheets as at 31 July 2016;
the consolidated income statement for the year then ended;
the consolidated statement of comprehensive income for the year then ended;
the consolidated statement of changes in equity for the year then ended;
the consolidated statement of cash flows for the year then ended; and
the notes to the consolidated financial statements.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards
on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors responsibilities for the audit of the
consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance
Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board
for Accountants Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Group in the areas of treasury policy advice and digital services advice. The provision of these
other services has not impaired our independence as auditors of the Group.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT

The Directors are responsible for the annual report. Our opinion on the consolidated financial statements does not cover the other
information included in the annual report and we do not express any form of assurance conclusion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we
obtained prior to the date of this auditors report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Groups ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free from material
misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Boards website
at: https://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page5.aspx

WHO WE REPORT TO
This report is made solely to the Companys shareholders, as a body. Our audit work has been undertaken so that we might state those
matters which we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Company and the Companys shareholders, as a body, for our audit
work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditors report is Leo Foliaki.
For and on behalf of:

Chartered Accountants, Auckland

22 September 2016

PG 80 INDEPENDENT AUDITORS REPORT

Corporate Governance

At The Warehouse Group, we are committed to maintaining best-practice

standards of corporate governance to ensure that we operate in a transparent,
fair and ethical way to create sustainable long-term value for our shareholders.
The Board is committed to conducting the companys business Specific and stringent rules apply to trading in Restricted Securities
ethically and in accordance with high standards of corporate by Directors and senior management. All Team Members must notify
governance. The primary objective of the Board is to build long-term the Company Secretary (or in the case of Directors, the Chairman of
shareholder value with due regard to other stakeholder interests. It the Board, and in the Chairmans case, the Chairman of the Corporate
does this by guiding strategic direction and focusing on issues critical Governance Committee) of their intention to trade in securities,
for its successful execution. and seek prior consent confirming that they do not hold material
This governance statement outlines the companys main corporate information.
governance practices as at 26 September 2016. Short-term trading in The Warehouse Groups shares and buying or
selling while in possession of unpublished, price-sensitive information
COMPLIANCE are strictly prohibited. The company monitors trading by Directors
The ordinary shares of The Warehouse Group Limited (the Group and senior Team Members of the company and reports any share
or company) are listed on the New Zealand stock exchange (NZX). movements to the Board each month.
The company seeks to follow the best-practice recommendations for
listed companies to the extent that it is appropriate to the size and
PRINCIPLE 2 BOARD COMPOSITION AND
nature of the Groups operations. PERFORMANCE
The company considers its governance practices complied with the To ensure an effective board, there should be a balance of
NZX Corporate Governance Best Practice Code (the Code) in its independence, skills, knowledge, experience and perspectives.
entirety for the year ended 31 July 2016. The structure of this section Board Size and Composition
of the Annual Report reflects the Financial Markets Authoritys The current Board comprises of Directors with a mix of qualifications,
Corporate Governance Principles and Guidelines. skills and experience appropriate to the companys existing
The companys constitution, the Board and committee charters, operations and strategic directions.
codes and policies referred to in this section are available to view at The Board has a majority of independent Directors and the roles of
www.thewarehousegroup.co.nz. Chair and Group Chief Executive Officer (CEO) are not exercised
by the same person. The Chair is an independent Director, as is the
PRINCIPLE 1 ETHICAL STANDARDS
Deputy Chairman. The Board currently consists of eight Directors, six
Directors should set high standard of ethical behaviour, model this of whom are independent non-executive Directors, one non-executive
behaviour, and hold management accountable for delivering those Director is not deemed to be independent by virtue of his recent
standards throughout the organisation. employment with the company and one non-executive Director who
Code of Ethics and Code of General Business Principles is not deemed to be independent by virtue of his shareholding in the
The Group expects its Directors, officers, employees and contractors company.
(Team Members) to act legally, ethically and with integrity in a manner Director Independence
consistent with the Groups policies, guiding principles and values. A non-executive Director is considered to be independent, providing
The Groups Code of Ethics and Code of General Business Principles that Director:
sets out clear expectations of ethical decision-making and personal is not a substantial shareholder of the company holding more
behaviour by Team Members in relation to situations where their or than 5% of the companys class of listed voting securities;
the Groups integrity could be compromised. has not within the last three years been employed in an
The Codes apply to all companies of The Warehouse Group Limited. executive capacity by the company or been a Director after
Both Codes address, amongst other things: leaving to hold any such employment;
confidentiality; is not a principal or employee of a professional advisor to the
trading in company securities; company and its entities whose billings exceed 10% of the
receipt of gifts and entertainment; advisors total revenues;

transparency and avoiding conflicts; is not a significant supplier or customer of the company a
significant supplier is defined as one whose revenues from the
use of company information and assets;
company exceed 10% of the suppliers total revenue;
delegations of authority;
has no material contractual relationship with the company;
processes for reporting and resolving ethical issues;
has no other interest or relationship that could interfere with the
workplace responsibilities (diversity, employment practices, Directors ability to act in the best interests of the company and
health and safety); independently of management;
doing business in an environmentally responsible manner; is not a member of management of The Warehouse Group
interaction with customers and suppliers; and Limited or its subsidiaries; and
fair competition in all the markets in which the company operates. the corporate governance committee and Board determines the
Team Members are encouraged to anonymously disclose Director is independent in character and judgement.
inappropriate, unethical or unsafe activities within the company On appointment, each Director is required to provide information to
through a confidential freephone line. the Board to assess and confirm their independence as part of their
Trading in The Warehouse Groups Securities consent to act as a Director. Directors have undertaken to inform
the Board as soon as practicable if they think their status as an
The Group is committed to transparency and fairness in dealing with
independent Director has or may have changed.
all of its stakeholders and to ensuring adherence to all applicable laws
and regulations. The Board does not believe that any Director has served on the
Board for a period which could, or could reasonably be perceived
The company has a detailed securities trading policy governing
to materially interfere with the Directors ability to act in the best
trading in the Groups ordinary shares or any other listed or unlisted
interests of the company. The Board considers that Directors retain
securities or derivatives (together, Restricted Securities).
independence of character and judgement regardless of length of
No Team Member may use his or her position of confidential service. Qualifications and experience of individual Directors are
knowledge of the company or its business to engage in securities detailed on pages 8 and 9.
trading for personal benefit or to provide benefit to any third party.

CORPORATE GOVERNANCE PG 81
 Corporate Governance
Board Role and Responsibility Nomination and Appointment of Directors
The Board Charter regulates Board procedures and describes its Procedures for the appointment and removal of Directors
role and responsibilities. The Board of the company is elected by the are governed by the companys constitution. The People and
shareholders to supervise the management of the company and is Remuneration Committee is delegated with the responsibility of
accountable to shareholders for the companys performance. The identifying and nominating, for the approval of the Board, candidates
Boards responsibilities include: to fill Board vacancies as and when they arise.
strategy providing strategic direction and approving corporate The Boards procedure when selecting and appointing Directors
strategic initiatives; varies depending upon the circumstances of the company at the
leadership selection evaluating the performance of and particular time. The Board believes that its membership should
selecting the CEO and Group Chief Financial Officer (CFO); comprise Directors with an appropriate mix of skills, experience
and personal attributes that allow the Directors individually, and the
Board performance and composition evaluating the
Board collectively, to:
performance of non-executive Directors, determining
the size and composition of the Board as well as making discharge their responsibilities and duties under the law
recommendations for the appointment and removal of Directors; effectively and efficiently;
remuneration setting CEO and senior executive remuneration understand the business of the company and the environment
and setting non-executive Director remuneration within in which the company operates so as to be able to agree with
shareholder-approved limits; management on the objectives, goals and strategic direction
which will maximise shareholder value; and
succession planning planning Board and executive succession;
assess the performance of management in meeting those
financial performance approving the annual budget,
objectives and goals.
monitoring management and financial performance as well as
the achievement of company strategic goals and objectives; While recognising that each Director will not necessarily fulfil all
criteria, the People and Remuneration Committee has identified
financial reporting considering and approving the half-year
the existence of certain personal characteristics as relevant to the
and annual financial reports;
selection and appointment of Directors.
audit selecting and recommending to shareholders the
The committee believes that a potential Director should:
appointment of the external auditors. Maintaining a direct and
on-going dialogue with the external auditors; be outstanding in capability and have extensive and senior
commercial experience;
risk management approving the companys risk management
strategy and monitoring its effectiveness; be a cultural fit with existing Board members and have
empathy with the companys culture;
health and safety ensuring so far as is reasonably practicable,
a safe and healthy working environment is provided and have a high level of personal integrity;
maintained for all employees, customers, contractors and visitors; be a team player;
social responsibility setting business standards and promoting have an independent state of mind;
ethical and responsible decision-making by the company; and be free of conflicts as identified by the company; and
relationship with regulators, exchanges and continuous have the time available to meeting the commitment required.
disclosure maintaining direct and ongoing dialogue with
In addition, specific functional skills will be identified from time to
the NZX and ensuring that the market and shareholders are
time to complement the overall mix of functional skills of Board
continually informed of material developments.
members and to continue the implementation of the Board
Delegation succession plan.
The Board is responsible for guiding the corporate strategy and The Board appointed of a Future Director during the 2016 financial
direction of the Group and has overall responsibility for decision- year as part of the Future Directors initiative administered by the
making. The Board delegates to the CEO responsibility for Institute of Directors in New Zealand to develop the next generation
implementing the agreed strategy and for managing operations. of directors for New Zealand. It is intended that the company will
While the day-to-day responsibility for the operation of the business continue to participate in the Future Director initiative in 2017.
is delegated to the executive management, there are a number Letter of Appointment
of matters which are required to be, or that in the interests of the
The terms and conditions of appointment are set out in a letter of
company should be, decided only by the Board of Directors as a
appointment which details the Directors duties, term of appointment
whole. The Board has therefore formally adopted a list of Matters
(subject to shareholder approval), expectations of the role and
Reserved for the Board for which no delegation is permitted.
remuneration.
Avoiding Conflicts of Interest
Directors Induction and Education
The Board is conscious of its obligations to ensure that Directors
When appointed to the Board, all new Directors undergo a detailed
avoid conflicts of interest between their duty to the Group and their
induction programme appropriate to their experience to familiarise
own interests. Where conflicts of interest do exist at law then the
them with the Groups businesses and strategy.
Director must disclose their interest. Directors and Team Members are
required to minimise any potential conflicts in line with the companys As part of each annual strategic planning review, Directors are
Code of Ethics and Code of General Business Principles. formally briefed by senior management on relevant industry and
competitive issues. During the course of the year additional strategy
Board Access to Information and Advice
sessions are held to brief Directors on strategic key result areas.
The Board has established a procedure whereby Directors and
Retirement and Re-election of Directors
Board committees have the right, in connection with their duties
and responsibilities, to seek independent professional advice at the In each year, one third of the Directors, or if their number is not a
companys expense. multiple of three then the nearest number to one third, shall retire
from office and may offer themselves for re-election at the annual
Independent professional advice includes legal advice and the advice
meeting of shareholders. Directors to retire are those who have been
of accountants and other professional advisors on matters of law,
longest in office since they were last elected or deemed elected.
accounting and other regulatory matters but excludes advice concerning
the personal interests of the Director concerned (such as service While the constitution provides for the payment of retirement
contracts with the company or dealings in the companys securities benefits to Directors, the company has not paid retirement benefit to
or disputes with the company). Any advice obtained under this any Directors since listing in 1994.
procedure will be made available to the other members of the Board. Board Performance Review
The Board has complete access to company Team Members via the The Chair, with the assistance of appropriate internal and external
CEO. The Board encourages management to schedule presentations advisors, assesses the performance of individual Directors whilst
at Board meetings by managers who can provide additional Directors also assess the collective performance of the Board and the
insight into the items being discussed, because of their personal performance of the Chair. A formal evaluation is regularly conducted
involvement, or have future potential that management believes with assistance from an outside facilitator.
should be demonstrated to the Board.

PG 82 CORPORATE GOVERNANCE
Corporate Governance
PRINCIPLE 3 BOARD COMMITTEES The members of the People and Remuneration Committee are:

The Board should use committees where this would enhance its Vanessa Stoddart (Chair) Sir Stephen Tindall
effectiveness in key areas, while still retaining board responsibility. Joan Withers Tony Balfour
Committees established by the Board review and analyse policies and Keith Smith
strategies, usually developed by management, and operate under The committee is responsible for determining and reviewing
specific charters. The Committees assist the Board in the conduct of compensation arrangements for the Directors, CEO and the executive
its responsibilities and report to the full Board on all material matters management team, ensuring appropriate performance management,
and issues requiring Board decisions. talent identification and succession planning frameworks are in place.
The current committees of the Board are: The committee is also responsible for reviewing the structure, size and
Audit Committee; composition of the Board and identifying and nominating candidates
for the approval of the Board. Its role also includes oversight of the
People and Remuneration Committee; Groups Health and Safety strategy and Diversity Policy.
Corporate Governance Committee; and Corporate Governance Committee
Disclosure Committee. Membership of the committee is restricted to independent Directors.
From time to time, the Board may create ad hoc committees to The members of the Corporate Governance Committee are:
examine specific issues on its behalf. Each year, the Committee
Keith Smith (Chairman) Joan Withers
charters are reviewed and where appropriate updated to take
account of changes and other developments in the committees area The committee was established to ensure that the company
of responsibility. maintains a high level of corporate governance through continuous
monitoring of international corporate governance best practice as
Audit Committee
promulgated by the relevant authoritative bodies.
Membership is restricted to non-executive Directors, and the majority
must be independent. The Chairman of the committee must also be The committee is responsible for developing recommendations
independent and must not be the Chair of the Board. The committee to the Board on corporate governance matters, undertaking an
includes members who have appropriate financial experience and an annual review of the alignment of the Boards governance systems
understanding of the industry in which The Warehouse operates. with best practice, determining and monitoring independence of
Directors, reviewing ethical guidelines, and reviewing the companys
The members of the Audit Committee are: disclosure policy.
James Ogden (Chairman) Keith Smith Disclosure Committee
Joan Withers John Journee The Disclosure Committee is a committee of the Board of Directors
James Ogden and Keith Smith are Fellows of the New Zealand and management and comprises of the following members:
Institute of Chartered Accountants. Keith Smith (Chairman) James Ogden
This committee meets a minimum of four times each year. Its main Joan Withers Sir Stephen Tindall
responsibilities are to:
CEO, CFO and Company Secretary
exercise oversight of the integrity and completeness of the financial
The committee is responsible for ensuring the company meets its
statements (annual report and the half-year financial report);
disclosure obligations under the NZX listing rules. To achieve and
assist the Board to review the effectiveness of the organisations maintain high standards of disclosure, the Board has approved a
internal control environment covering: Market Disclosure Policy which is designed to ensure compliance with
effectiveness and efficiency of operations; continuous disclosure requirements.
reliability of financial reporting; and Board and Committee Meetings
compliance with applicable laws and regulations; The Board normally meets at least 13 times a year and whenever
determine the scope of the internal audit function, its authority, necessary to deal with specific matters. The Board committees meet
resources and scope of work including co-ordination with either quarterly or are convened as necessary. Each committee is entitled
external auditors; to the resources and information it requires to operate effectively.
oversee the effective operation of the risk management framework; All Directors can attend any committee meeting at the invitation of
the relevant committee, with the CEO and the CFO attending the
review the companys tax position, compliance and any exposures;
Audit Committee by standing invitation. Senior management is also
recommend to the Board the appointment, removal and available to address queries, and to assist in the understanding of
remuneration of the external auditors, and review the terms of issues facing the company.
their engagement and the scope and quality of the audit; and
The Board formally met 15 times during the year. In addition, Directors
review and approve, within established procedures and before met throughout the year on matters of strategy, planning, committee
commencement, the nature and scope of non-audit services business, and to attend to other business between meetings. The
being provided by the external auditors. table below shows Director attendance at the formal Board meetings
In fulfilling its responsibilities the Audit Committee receives regular and committee member attendance at committee meetings during
reports from management and the internal and external auditors. the year ended 31 July 2016.
During the year, the committee also held private sessions with the REMUNERATION,
internal and external auditors. The internal and external auditors TALENT AND CORPORATE
BOARD AUDIT NOMINATION GOVERNANCE DISCLOSURE
have a clear line of direct communication at any time with either NUMBER OF
the Chairman of the Audit Committee or the Chairman of the Board, MEETINGS 15 4 2 1 1
both of whom are independent non-executive Directors. Tony Balfour 14 11 2
The Audit Committee relies on information provided by management John Journee 15 4 21
and the external auditor. Management determines and makes
representations to the Board that The Warehouse financial James Ogden 15 4 21 1

statements and disclosures are complete and accurate. Keith Smith 15 4 2 1 1

The external auditor has the duty to plan and conduct audits. Vanessa Stoddart 15 31 2
People and Remuneration Committee Sir Stephen Tindall 12 1 1
People and Remuneration Committee membership is restricted to
Ted van Arkel 15 4 2 1 1
non-executive Directors and the majority on the committee must be
independent. The Chair of the committee is an independent director. 1 Non-committee member in attendance.

CORPORATE GOVERNANCE PG 83
 Corporate Governance
PRINCIPLE 4 REPORTING AND DISCLOSURE to 50% of base salary for On Target performance and is based
on a combination of the group reported earnings and each
The Board should demand integrity in financial reporting and in the executives specific objectives.
timeliness and balance of corporate disclosures.
Long-term incentive plan a reward for the achievement
Financial Reporting
of long-term shareholder return. Under the share rights plan
The Audit Committee oversees the quality and integrity of external that has been approved by shareholders, participants may be
financial reporting including the accuracy, completeness and entitled to ordinary shares in the company if certain targets are
timeliness of financial statements. met. Details of the plan, and the targets, are contained in note 14
It reviews half-yearly and annual financial statements and makes to the Financial Statements.
recommendations to the Board concerning accounting policies, areas of Senior executives objectives are set annually, with formal reviews in
judgement, compliance with accounting standards, stock exchange and March and August each year. The CEOs objectives are set with the
legal requirements, and the results of the external and internal audit. Chair and tabled to the Board annually.
Management accountability for the integrity of the companys Senior management remuneration is detailed in the wider disclosure
financial reporting is reinforced by certification from the CEO made by the company in the Team Members remuneration section of
and the CFO. The CEO and CFO provided the Board with written the statutory disclosures. Collective disclosure of remuneration paid
confirmation that the companys financial report presents a true and to key executives is disclosed in note 13 to the Financial Statements.
fair view, in all material respects, of the companys financial position
for the year ended 31 July 2016, and that operational results are in PRINCIPLE 6 RISK MANAGEMENT
accordance with relevant accounting standards.
Directors should have a sound understanding of the key risks faced
Timely and Balanced Disclosure by the business. The Board should regularly verify that the entity
The Warehouse considers that shareholders and the investment has appropriate processes that identify and manage potential and
market generally should be promptly informed of all major business relevant risks.
events that influence the company. To achieve and maintain high Approach to Managing Risk
standards of disclosure, the Board has approved a Market Disclosure
Risk is the chance of something happening that will have an impact
Policy which is designed to ensure compliance with NZX continuous
on business objectives. Having established an acceptable risk
disclosure requirements.
tolerance, the Groups approach is to identify, analyse, evaluate and
To assist the company with its Market Disclosure Policy, the Board appropriately manage risk in the business.
has appointed a Disclosure Committee. The committee is responsible
The company recognises three main types of risk:
for making decisions on what should be disclosed publicly under the
Market Disclosure Policy. Operational risk risk to earnings and reputation arising from
inadequate or failed internal processes, people and systems or
The Company Secretary is the Disclosure Officer of the company and
from external events;
has responsibility for ensuring compliance with the continuous disclosure
requirements, and overseeing and co-ordinating disclosure to the market. Business risk risk to earnings and reputation from business
event risk, legal, compliance or regulatory risk; and
PRINCIPLE 5 REMUNERATION Market risk risk to earnings and reputation arising from
The remuneration of directors and executives should be transparent, competitor activity, product risk and risk associated with
fair and reasonable. changes in financial markets (such as interest rate, foreign
exchange and liquidity risk).
Making sure Team Members get the rewards they deserve is the
responsibility of the Remuneration, Talent and Nomination Committee, Risk Management Roles and Responsibilities
a committee of the Board. The committee makes recommendations to The Board is responsible for reviewing and approving the Groups risk
the Board on salaries and incentive programmes and more generally management strategy. The Board delegates day-to-day management
on Group issues, plans and policies relating to people management. of risk to the CEO who may further delegate such responsibilities to
The committee is assisted by the Chief People Officer, and by external executive and other officers. Inherent in this delegation is the belief
remuneration advisors. that responsibility for managing risks in the business is the domain of
Non-Executive Directors Remuneration the business unit.
The fees payable to non-executive Directors are determined by the CEO and Management Assurance
Board within the aggregate amount approved by shareholders. The CEO and CFO have provided the Board with written confirmation
The Board considers the advice of independent remuneration that the companys 2016 financial statements are founded on a sound
consultants when setting remuneration levels. The current Directors system of risk management and internal compliance and control,
fee pool limit is $900,000 which was approved by the shareholders and that such systems are operating efficiently and effectively in all
at the 22 November 2013 annual meeting of shareholders. material respects.
Risk Monitoring and Evaluation
Details of the remuneration paid to Directors and other benefits
provided by way of salaries, bonus and exercising share rights are While the Board of Directors is ultimately responsible for the risk
disclosed in note 13 to the Financial Statements. management of the company, the Audit Committee reviews the
reports of management and the external and internal auditors on
Senior Executive Remuneration
the effectiveness of systems for internal control, financial reporting
The objective of the senior managerial remuneration strategy is to and risk management. To assist in discharging this responsibility, the
provide competitive remuneration aimed at: Board has in place a number of strategies designed to safeguard the
aligning managers rewards with shareholders value; companys assets and interests and ensure the integrity of reporting.
achieving business plans and corporate strategies; These reports included quarterly reviews of store audit results and
rewarding performance improvement; and quarterly reports on internal audit findings.

retaining key skills and competencies. Insurance

The company maintains insurance coverage with reputable insurers
The composition of senior executive remuneration is made up as follows:
for relevant insurable risks on terms which are appropriate having
Base or fixed remuneration determined by the scope of the regard to the companys recent claims history and the current
role and the level of knowledge, skill and experience required insurance market. The company continues to maintain insurance
by the individual. The main reference point is the salary at the cover for earthquake related losses.
median of this group although the company is prepared to pay
The Warehouse Limited, Warehouse Stationery Limited and Noel
more to secure and retain the right people to deliver what the
Leeming Group Limited are accredited employers under the ACC
business needs.
Partnership Programme for workers compensation insurance.
Short-term incentive plan this comprises an annual incentive, The companys partnership programme continues to have tertiary
based on percentage of the fixed remuneration, dependent accreditation status, the highest level available. This status clearly
on the achievement of key performance and operating result recognises our commitment to workplace safety.
objectives. For the Executive Team the bonus is generally up

PG 84 CORPORATE GOVERNANCE
Corporate Governance
This programme encourages eligible employers to take responsibility PRINCIPLE 8 SHAREHOLDER RELATIONS
for their own workplace health and safety and injury management. This
The Board should foster constructive relationships with shareholders
includes rehabilitation and claims management of employees work injuries.
that encourage them to engage with the company.
As a partnership employer, the company self-insures the costs and
The company values its dialogue with institutional and private
compensation arising from workplace injuries.
investors and is committed to giving all shareholders comprehensive,
Other businesses in the Group are currently supported by the general timely and equal access to information about its activities.
ACC workers compensation insurance process. We are working to
The Board aims to ensure that shareholders are informed of all
enhance their internal systems and process to attain tertiary status
information necessary to assess the Boards performance. They do so
as currently held by The Warehouse Limited, Warehouse Stationery
through a communication strategy which includes:
Limited and Noel Leeming Group Limited.
periodic and continuous disclosure to NZX;
PRINCIPLE 7 AUDITORS information provided to analysts and media;
The Board should ensure the quality and independence of the half-yearly and annual reports;
external audit process. the annual shareholders meeting and any other meetings called
Approach to Audit Governance to obtain approval for Board actions as appropriate; and
The independence of the external auditor is of particular importance the companys website.
to shareholders and the Board. The Audit Committee is responsible In accordance with the New Zealand Companies Act and NZSX
for overseeing the external audit of the company. Accordingly, it Listing Rules, the company is no longer required to automatically mail
monitors developments in the areas of audit and threats to audit a hard copy of its half-yearly or annual reports to shareholders.
independence, to ensure its policies and practices are consistent with
The Board has moved to electronic reporting. Even though interim and
emerging best practice in these areas.
annual reports are available electronically, shareholders can request a
The Board has adopted a policy on audit independence, the key hard copy of the report to be mailed to them free of charge.
elements of which are:
The Notice of Meeting is circulated at least 10 days before the
the external auditor must remain independent of the company meeting and is also posted on the companys website.
at all times and comply with the New Zealand Institute of Shareholders are provided with notes on all the resolutions proposed
Chartered Accountants (NZICA) Code of Ethics; through the notice of meeting each year. Directors and the companys
the external auditor must monitor its independence and report external auditor are available to answer shareholder questions. The Board
to the Board that it has remained independent; encourages full participation of shareholders to ensure a high level of
guidelines in relation to the provision of non-audit services by accountability and identification with the companys strategies and goals.
the external auditor in order that the provision of such services In addition, web-casting and teleconferencing facilities are provided
does not impair the external auditors independence or objectivity; for market briefings to encourage participation from all stakeholders,
the audit firm may be permitted to provide non-audit services regardless of their location.
that are not considered to be in conflict with the preservation of
the independence of the auditor subject to the approval of the PRINCIPLE 9 STAKEHOLDER INTERESTS
companys Audit Committee; and The Board should respect the interests of stakeholders taking into
the Audit Committee must approve significant permissible non-audit account the companys ownership type and its fundamental purpose.
work assignments that are awarded to an external auditor, and the The Group aims to manage its businesses in a way that will
value of non-audit work must be reported at every Board meeting. produce positive outcomes for all stakeholders including the public,
Engagement of the External Auditor customers, Team Members, suppliers and shareholders.
The Warehouses external auditor is PricewaterhouseCoopers (PwC). We monitor progress in business sustainability as we seek to actively
PwC was appointed by shareholders at the 2004 Annual Meeting in improve the social and environmental characteristics of the business.
accordance with the provisions of the Companies Act 1993 (Act). PwC This is a goal to which the businesses are strategically committed and
is automatically reappointed as auditor under Section 200 of the Act. which it incorporates in its day-to-day operations.
Attendance at the Annual Meeting The Warehouse Group Limited is listed on the FTSE4Good Index
PwC, as auditor of the 2016 Financial Statements, has been invited which identifies companies that meet globally recognised corporate
to attend this years annual meeting and will be available to answer responsibility standards.
questions about the conduct of the audit, preparation and content of Diversity & Inclusion
the auditors report, accounting policies adopted by The Warehouse The Warehouse Group is dedicated to providing an inclusive work
Group Limited and the independence of the auditor in relation to the environment to attract and retain the best retailers in New Zealand.
conduct of the audit. We are committed to ensuring that all people are welcomed,
Internal Audit supported and encouraged to be themselves to contribute to the
The company has an internal audit function which is independent of the achievement of the companys strategic objectives.
companys external auditors. The internal audit function of the company The Diversity Working Party has now been established and has
is undertaken in conjunction with Ernst & Young. The respective internal evolved its objectives to include a focus on gender, ethnicity, age,
audit teams report to and are directed by the Audit Committee. disability and our LGBTI+ community.
A key objective continues to be raising the awareness of the importance
Each year, the internal audit programme is approved by the Audit
of diversity of thought, inclusive practices and the benefits of
Committee. The programme of audit work considers the most
diversity and inclusion to the company.
significant areas of business risk in the company and is developed
The gender composition of Directors, Officers and All Team members
following discussions with senior management, review of the business
at balance date is provided below:
process model of the company and consideration of the findings of
the strategic risk assessment. The programme considers risks also in MALE FEMALE
relation to major projects that are planned or currently underway. 2016 2015 2016 2015
The role of internal audit is to:
Directors 6 6 1 1
assess the design and operating effectiveness of controls
Officers 9 9 4 3
governing key operations, processes and business risks;
All Team Members 40% 40% 60% 60%
provide the Board with an assessment, independent of
management, as to the adequacy of the companys internal On 23 September 2016, Ted van Arkel resigned as Chairman and
operating and financial controls, business processes, systems Joan Withers and Julia Raue commenced their appointment as
and practices; and Directors of the company, with Joan also holding the role of Chair.
assist the Board in meeting its corporate governance and The Warehouse Groups commitment to Communities and
regulatory responsibilities. Environment is further demonstrated on pages 40 to 53.

CORPORATE GOVERNANCE PG 85
 Statutory Disclosures

DISCLOSURES OF INTERESTS BY DIRECTORS

General Disclosures
The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the
Companies Act 1993:

ANTONY (TONY) BALFOUR SIR STEPHEN TINDALL

Director, Les Mills international Limited Founding Director, KEA New Zealand
Director, Mt Difficulty Wines Limited Director, Branches Station Limited
Director, Real Journeys Limited and subsidiaries Director, Byron Corporation Limited
Director, Silver Fern Farms Limited Director, Foundation Services Limited
Director, Highland Resorts Limited
JOHN JOURNEE
Director, K One W One Limited
Chairman, Max Fashions Holdings Limited and subsidiary
Director, K One W One (No 2) Limited
Chairman, Powershop NZ Limited
Director, K One W One (No3) Limited
Managing Director, Southern Hospitality Limited
Director, Norwood Investments Limited
Director, Vanishing Point Limited
Director, Team New Zealand Limited
JAMES OGDEN Director, Team New Zealand AC35 Challenge Limited
Chairman, Tegal Group Holdings Limited and subsidiary Trustee, Team New Zealand Trust
Director, Alliance Group Limited Trustee, The Tindall Foundation
Director, Ogden Consulting Limited EDUARD (TED) VAN ARKEL
Director, Petone Investments Limited (RESIGNED 23 SEPTEMBER 2016)
Director, Summerset Group Holdings Limited and subsidiaries
Chairman, Restaurant Brands NZ Limited
Director, Vista Group International Limited
Director, Abano Healthcare Group Limited
Member, Finance and Risk Committee of Crown Forestry Rental Trust
Director, Auckland Regional Chamber of Commerce & Industry
Member, Investment Committee of Pencarrow Private Equity Fund
Limited
Member of the New Zealand Markets Disciplinary Tribunal
Director, AWF Madison Group Limited
KEITH SMITH Director, Danske Mobler Limited

Chairman, Anderson & OLeary Limited Director, Lang Properties Limited

Chairman, Goodman (NZ) Limited Director, Philip Yates Family Holdings Limited

Chairman, Healthcare Holdings Limited and subsidiaries Director, Van Arkel & Co Limited

Chairman, HJ Asmuss & Co Limited ROBERT TINDALL (ALTERNATE DIRECTOR)*

Chairman, Mobile Surgical Services Limited
Trustee, The Tindall Foundation
Director, Electronic Navigation Limited
Director, Foundation Services Limited
Director, Enterprise Motor Group Limited and subsidiaries
Director, Franklin Smith Limited
Director, Gwendoline Holdings Limited (non-trading)
*Alternate to Sir Stephen Tindall
Director, James Raymond Holdings Limited (non-trading)
Director, Mercury NZ Limited
Director, Westland Co-operative Dairy Limited
Member, Advisory Board NZ Tax Trading Company Limited
Trustee, Cornwall Park Trust Board

VANESSA STODDART
Director, Alliance Group Limited
Director Paymark Limited (until 1 September 2016)
Director, The New Zealand Refining Company Limited
Commissioner, Tertiary Education Commission
Member, DOC Audit and Risk Committee
Member, Financial Markets Authority
Member, Kings College Board
Member, MBIE Audit and Risk Committee
Member, Territorial Forces Employer Support Council

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the company, the company has provided insurance for, and
indemnities to, directors and employees of the Group and its subsidiaries for losses from actions undertaken in the course of their legitimate
duties. The insurance includes indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity.

PG 86 STATUTORY DISCLOSURES
Statutory Disclosures

DIRECTORS SECURITY PARTICIPATION

Directors shareholdings as at 31 July 2016
At 31 July 2016, the following directors, or entities related to them, held interests in the company shares:
BENEFICIAL BENEFICIAL NON-BENEFICIAL NON-BENEFICIAL
INTEREST INTEREST INTEREST INTEREST RELATED PARTY RELATED PARTY

2016 2015 2016 2015 2016 2015

J Journee 172,000 172,000

J H Ogden 16,088 16,088 43,771 43,771

K R Smith 13,250 13,250 8,159,199 8,035,408 32,800 32,800

R J Tindall1 4,800 4,800 7,233,252 7,233,252 84,738,511

Sir Stephen Tindall 93,687,096 93,687,096 7,986,050 7,986,050 9,600 9,600

E K van Arkel 14,928 14,928 750 750

1 Alternate director

Major shareholdings in which more than one director has an interest in the same parcel of shares are as follows:
Sir Stephen Tindall and Robert Tindall both hold an interest in 93,687,096 shares and other smaller parcels by virtue of their family relationship
Sir Stephen Tindall and K R Smith both hold an interest in 4,530,947 shares as trustees of the Merani Trust and SRT Family Trust
Share Dealings by Directors
During the year, the directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant
interest in shares as follows:
NUMBER OF
ORDINARY SHARES
SHARE TRANSACTION DATE OF TRANSACTION ACQUIRED/(DISPOSED) CONSIDERATION

E K van Arkel and K R Smith as a trustee of Various dates (436,384) To Team Members under the staff share
The Warehouse Management Trustee Company Limited schemes

E K van Arkel and K R Smith as trustees of October 2015 (632,326) Settlement of obligations under the
The Warehouse Management Trustee Company No.2 Limited executive share scheme

E K van Arkel and K R Smith as trustees of May 2016 (75,270) Settlement of obligations under the
The Warehouse Management Trustee Company No.2 Limited executive share scheme

E K van Arkel and K R Smith as trustees of October to 422,515 On market purchase of shares for
The Warehouse Management Trustee Company No.2 Limited November 2015 executive share scheme at an average price
of $2.66 per share

E K van Arkel and K R Smith as trustees of March to April 2016 500,000 On market purchase of shares for
The Warehouse Management Trustee Company No.2 Limited executive share scheme at an average price
of $2.80 per share

K R Smith as a trustee of Sycamore Settlement Trust September 2015 (10,000) On market sale of shares at $2.58 per share

K R Smith as a trustee of Sir Logan Campbell March 2016 (24,688) On market sale of shares at $2.82 per share
Residuary Estate

REMUNERATION OF DIRECTORS
On 22 November 2014 the shareholders approved the director fee pool limit of $900,000 per annum.
The fees paid to non-executive directors for services in their capacity as directors during the year ended 31 July 2016 was as follows:

2016 2015

A J Balfour 85,000 85,000

J W M Journee 86,000 88,000

J H Ogden 101,000 100,000

K R Smith (Deputy Chairman) 119,000 115,000

V C M Stoddart 116,000 91,000

Sir Stephen Tindall 85,000 85,000

E K van Arkel (Chairman) 166,000 166,000

Total 754,000 734,000

In addition to the director fees above K R Smith received fees of $43,000 (2015: $24,000) and J H Ogden also received fees of $43,000 (2015: $24,000)
in their capacity as directors of the Groups Financial Services business.

STATUTORY DISCLOSURES PG 87
 Statutory Disclosures

SUBSIDIARY COMPANY DIRECTORS

The following people held office as directors of subsidiary companies at 31 July 2016. Those who retired during the year are indicated with an (R).
COMPANY DIRECTORS

1-Day Limited Mark Powell (R), K Nickels

1-Day Liquor Mark Powell (R), K Nickels

Bond and Bond Limited M Powell (R),B Moors, K Nickels

Boye Developments Limited M Powell (R), K Nickels

Diners Club (NZ) Limited M Powell (R), G Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

Eldamos Investments Limited M Powell (R), P Judd, K Nickels, P Okhovat

Eldamos Nominees Limited M Powell (R), P,Judd,

Noel Leeming Finance Limited M Powell (R), B Moors

Noel Leeming Financial Services Limited M Powell (R), B Moors, K Nickels

Noel Leeming Furniture Limited M Powell (R), B Moors, K Nickels

Noel Leeming Group Limited M Powell (R), B Moors, K Nickels

RRS 2103 Limited A Greene (R), P Okhovat

The Book Depot Limited K Nickels

The Warehouse Card Limited K Nickels,

The Warehouse Cellars Limited P Judd, K Nickels

The Warehouse Investments Limited K Nickels, M Powell

The Warehouse Limited M Powell (R), M Conelly, P Judd, K Smith,

The Warehouse Nominees Limited M Powell (R), K Nickels

Torpedo7 Limited S Bradley (R), M Campbell (R), G Howard-Willis (R), L Howard-Willis (R), M Powell (R), P Okhovatl

Torpedo7 Fitness Limited A Greene (R), P Okhovat

Torpedo7 Supplements Limited A Greene (R), P Okhovat

TW Money Limited M Powell (R), G Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

TW Financial Services Limited M Powell (R), G Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

TWGA Pty Ltd I McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Australia Pty Limited I McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Products Limited M Powell (R), B Moors

TWP No 1 Limited P Judd, N Tuck

TWP No.3 Limited P Judd, K Nickels, N Tuck

TWP No.4 Limited M Powell, (R), B Moors, K Nickels

TWP No.5 Limited M Powell (R), B Moors, P Okhovat

TWP No. 6 Limited M Powell (R), G Hansen, M Laing, J Ogden, K Smith, M Yeoman, N Grayston

Waikato Valley Chocolates Limited T Benyon, N Craig, P Judd, M Razey, H Vetsch

Warehouse Stationery Limited M Powell (R), P Judd, P Okhovat

PG 88 STATUTORY DISCLOSURES
Statutory Disclosures

TEAM MEMBERS REMUNERATION

Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members, not
being directors or former directors, who received remuneration and other benefits valued at or exceeding $100,000 during the year under review.
Remuneration includes redundancy payments and termination payments made during the year to Team Members whose remuneration would
not otherwise have been included in the table reported below.
Team Members also received share based remuneration during the year as part of the Groups long term incentive plans (refer note 16 to the
Financial Statements). The amount attributed to share based remuneration presented in the table below represents the value to the employee
of the compensation determined using the share price on the date when share options were exercised by the Team Member and/or the share
price on the date when share rights vested.
REMUNERATION NUMBER OF TEAM MEMBERS REMUNERATION NUMBER OF TEAM MEMBERS REMUNERATION NUMBER OF TEAM MEMBERS
($000) EXCLUDING INCLUDING ($000) EXCLUDING INCLUDING ($000) EXCLUDING INCLUDING
SHARE BASED SHARE BASED SHARE BASED SHARE BASED SHARE BASED SHARE BASED
REMUNERATION REMUNERATION REMUNERATION REMUNERATION REMUNERATION REMUNERATION

100 110 108 107 260 270 4 3 480 490 1

110 120 67 68 270 280 3 3 500 510 4
120 130 47 47 280 290 4 1 520 530 2
130 140 27 27 290 300 3 3 530 540 1
140 150 31 31 300 310 1 3 550 560 1 1
150 160 32 32 310 320 1 600 610 1
160 170 16 14 320 330 3 620 630 1
170 180 8 9 330 340 1 2 650 660 1 1
180 190 18 15 340 350 1 2 680 690 1
190 200 11 10 350 360 3 5 690 700 1
200 210 9 8 370 380 2 700 710 1
210 220 2 2 380 390 5 1 730 740 1
220 230 9 8 400 410 2 850 860 1
230 240 2 2 410 420 1 880 890 1
240 250 4 3 430 440 2 910 920 1 1
250 260 2 3 440 450 1 1290 1300 1

GROUP CEO REMUNERATION

Nick Grayston joined the Group in November 2015 and replaced Mark Powell who left at the end of January 2016 following a three month hand
over period.

2016 MARK POWELL NICK GRAYSTON

Annual Base Salary $1,240,000 $1,400,000

In the eight month period since Nick Grayston commenced his role, he earned $1.398 million which included an entitlement to a short term
incentive payment of $0.464 million based on achieving a specified earnings target and individual performance against goals.
Mark Powell did not receive any termination payments or short term incentive payments when he left the company. Long term incentives were
paid in accordance with the requirements of the long term incentive scheme.
Nick Grayston will be invited into the Groups new long term cash based incentive programme for the 2017 financial year when invitations
are made in October 2016. The long term incentive will be based on 83% of his base salary for 2017 and is payable in three years time should
certain specified earning targets be achieved over that period. Thereafter the long term incentive will be based on 50% of his base salary.

STATUTORY DISCLOSURES PG 89
 Statutory Disclosures

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 26 SEPTEMBER 2016

NUMBER OF PERCENTAGE OF
ORDINARY SHARES ORDINARY SHARES

Sir Stephen Tindall 93,687,096 27.01%

The Tindall Foundation 73,920,496 21.31%

James Pascoe Limited 57,030,600 16.44%

Cash Wholesalers Limited 10,373,363 2.99%

Foodstuffs Auckland Nominees Limited 10,373,363 2.99%

Wardell Brothers & Coy Limited 10,373,363 2.99%

Citibank Nominees (New Zealand) Limited NZCSD1 A/C 5,672,734 1.63%

JB Were (NZ) Nominees Limited 4,292,589 1.24%

Sir Stephen Tindall, KR Smith & JR Avery (as Trustees) 3,778,149 1.09%

RG Tindall & GM Tindall, Sir Steohen Tindall & SA Kerr (as Trustees) 3,455,103 1.00%

HSBC Nominees (New Zealand) Limited NZCSD1 2,699,135 0.78%

JP Morgan Chase Bank NA NZCSD1 2,044,507 0.59%

HSBC Nominees (New Zealand) Limited NZCSD1 2,006,981 0.58%

The Warehouse Management Trustee Company No.2 Limited 1,336,903 0.38%

Custodial Services Limited 1,305,497 0.38%

FNZ Custodians Limited 1,097,466 0.32%

National Nominees New Zealand Limited NZCSD1 887,484 0.25%

Sir Stephen Tindall, KR Smith & JR Avery (as Trustees) 752,798 0.22%

Accident Compensation Corporation NZCSD1 750,000 0.22%

Custodial Services Limited 696,754 0.20%

286,534,381 82.61%

1 New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of securities to members.
As at 26 September 2016, total holdings in NZCSD were 16,097,996 or 4.64 % of shares on issue.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the company under the Financial Markets Conduct Act 2013, as at 31 July 2016, the substantial product holders in the
company and their relevant interests are noted below:

RELEVANT INTEREST DATE OF NOTICE

James Pascoe Limited 60,700,673 20 June 2016

Wardell Bros & Coy Limited, Cash Wholesalers Limited and Foodstuffs (Auckland) Nominees Limited 31,120,089 23 March 2007
Sir Stephen Tindall 84,141,524 19 March 2004
The Tindall Foundation 66,323,220 19 March 2004

PG 90 STATUTORY DISCLOSURES
Statutory Disclosures

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 26 SEPTEMBER 2016

NUMBER OF NUMBER OF
SIZE OF SHAREHOLDING SHAREHOLDERS PERCENTAGE SHARES PERCENTAGE

1 1,000 4,748 41.95% 2,650,904 0.76%

1,001 5,000 4,402 38.90% 11,324,566 3.27%

5,001 10,000 1,184 10.46% 8,990,200 2.59%

10,001 100,000 907 8.01% 22,970,311 6.62%

100,000 and over 77 0.68% 300,907,139 86.76%

11,318 100.00% 346,843,120 100.00%

GEOGRAPHIC DISTRIBUTION

Auckland and Northland 4,473 39.52% 292,790,927 84.42%

Waikato and Central North Island 1,970 17.41% 10,474,910 3.02%

Lower North Island and Wellington 1,925 17.01% 14,439,582 4.16%

Canterbury, Marlborough and Westland 1,165 10.29% 15,530,792 4.48%

Otago and Southland 834 7.37% 3,626,361 1.04%

Australia 799 7.06% 7,323,570 2.11%

Other Overseas 152 1.34% 2,656,978 0.77%

11,318 100.00% 346,843,120 100.00%

DISTRIBUTION OF BONDHOLDERS AND HOLDINGS AS AT 26 SEPTEMBER 2016

NUMBER OF NUMBER OF
SIZE OF BONDHOLDING BONDHOLDERS PERCENTAGE BONDS PERCENTAGE

5,000 9,999 661 30.56% 4,161,000 3.33%

10,000 49,999 1,263 58.39% 23,465,000 18.77%

50,000 99,999 129 5.97% 8,031,000 6.42%

100,000 499,999 92 4.25% 13,360,000 10.69%

500,000 999,999 5 0.23% 2,914,000 2.33%

1,000,000 and over 13 0.60% 73,069,000 58.46%

2,163 100.00% 125,000,000 100.00%

GEOGRAPHIC DISTRIBUTION

Auckland and Northland 896 41.42% 31,342,000 25.07%

Waikato and Central North Island 312 14.42% 41,720,000 33.38%

Lower North Island and Wellington 478 22.10% 23,413,000 18.73%

Canterbury, Marlborough and Westland 250 11.56% 3,610,000 2.89%

Otago and Southland 220 10.17% 23,712,000 18.97%

Australia 1 0.05% 532,000 0.42%

Other Overseas 6 0.28% 671,000 0.54%

2,163 100.00% 125,000,000 100.00%

STATUTORY DISCLOSURES PG 91
 Other Statutory Information

STOCK EXCHANGE LISTING AUDITOR

The ordinary shares of The Warehouse Group Limited are listed on PricewaterhouseCoopers have continued to act as auditors of the
the New Zealand stock exchange (NZX). company, and have undertaken the audit of the financial statements
for the 31 July 2016 year.
ORDINARY SHARES
The total number of voting securities of the company on issue on
DISCIPLINARY ACTION
26 September 2016 was 346,843,120 fully paid ordinary shares. The NZX has taken not disciplinary action against the company
Holders of each class of equity security as at 26 September 2016 during the period under review.

CLASS OF EQUITY SECURITY NUMBER OF HOLDERS

NUMBER OF SHARES
OR RIGHTS
DONATIONS
In accordance with section 211(1)(h) of the Companies Act 1993,
Ordinary Shares 11,318 346,843,120
the company records that it donated $747,000 (2015 $632,000) to
Share Rights various charities during the year. In line with board policy, no political
Executive share scheme 66 3,964,000 contributions were made during the year.

RIGHTS ATTACHING TO SHARES NZX WAIVERS

Clauses 20-22 of the companys constitution set out the voting Details of all waivers granted and published by NZX within
rights of shareholders. Ordinary shares in the company each carry or relied upon by The Warehouse in the 12 months immediately
a right to vote on a poll at any general meeting of shareholders on preceding the date two months before the date of publication
any resolution. Holders of ordinary shares may vote at a meeting of this annual report are available on the companys website
in person, or by proxy, representative or attorney. Voting may be www.thewarehousegroup.co.nz.
conducted by voice, a show of hands or a poll. Each of the companys
MATERIAL DIFFERENCES
ordinary shares entitles the holder to one vote.
There are no material differences between NZX Appendix 1 issued by
ON-MARKET SHARE BUY-BACKS the company on 23 September 2016 for the year ended 31 July 2016
The company is not, at the date of this annual report, undertaking and this annual report.
any on-market share buy-backs.

ESCROW
Apart from the shares held under the Staff Purchase Plan, the
company has no securities subject to an escrow agreement.

DIVIDENDS ON ORDINARY SHARES

The Warehouse Group Limited has paid dividends on its ordinary
shares every year without interruption since listing on the New
Zealand Exchange in 1994. The Groups current dividend policy
was approved by the board in September 2015, commencing from
the 2016 financial year. The Groups dividend policy is to distribute
between 75% and 85% of Retail Groups adjusted net profit to
shareholders.
On 22 September 2016 the Directors declared a fully imputed final
dividend of 5.0 cents per share bringing the total dividend for the
year to 16.0 cents per share. The dividends will be fully imputed
at a rate of 28.0 percent and will be paid on 8 December 2016
to all shareholders on the share register at the close of business
on 25 November 2016.
The dividends declared for each of the last five financial years were
as follows:
Cents per share
DIVIDENDS 2016 2015 2014 2013 2012

Interim 11.0 11.0 13.0 15.5 13.5

Final 5.0 5.0 6.0 5.5 6.5

Total 16.0 16.0 19.0 21.0 20.0

PG 92 OTHER STATUTORY INFORMATION

Directory
Board of Directors Shareholder Enquiries
Joan Withers (Chair) Shareholders with enquiries regarding share transactions,
Keith Smith (Deputy Chairman) changes of address or dividend payments should contact the
Sir Stephen Tindall Share Registrar.
Tony Balfour
You can also manage your shareholding electronically by using
John Journee
Computershares secure website, www.computershare.co.nz/
James Ogden
investorcentre, whereby you can view your share balance,
Julia Raue
change your address, view payment and tax information, update
Vanessa Stoddart
your payment instructions and update your report options.
Group Chief Executive Officer
Share Registrar
Nick Grayston
Computershare Investor Services Limited
Group Chief Financial Officer Level 2, 159 Hurstmere Road, Takapuna
Mark Yeoman Private Bag 92119, Auckland 1142
New Zealand
Company Secretary Telephone: +64 9 488 8777
Kerry Nickels Facsimile: +64 9 488 8787
Place of Business Email: [email protected]
26 The Warehouse Way Website: www.computershare.co.nz/investorcentre
Northcote, Auckland 0627 Direct Crediting of Dividends
PO Box 33470, Takapuna To minimise the risk of fraud and misplacement of dividend
Auckland 0740, New Zealand cheques, shareholders are strongly recommended tohave all
Telephone: +64 9 489 7000 payments made by way of direct credit to their nominated bank
Facsimile: +64 9 489 7444 account in New Zealand or Australia.

Investor Relations
Registered Office
For investor relations enquiries, email [email protected]
C/ BDO
Level 8, 120 Albert Street Stock Exchange Listing
PO Box 2219 NZSX trading code: WHS
Auckland 1140, New Zealand
Company Number
Auditor New Zealand Incorporation: AK/611207
PricewaterhouseCoopers
Website
Private Bag 92162
www.thewarehousegroup.co.nz
Auckland 1142, New Zealand

The company is a member of the Sustainable CEMARS. A world-leading greenhouse gas The Warehouse is a constituent company
Business Council (SBC). (GHG) certification programme and the first to be in the FTSE4Good Index Series.
The SBC is a coalition of leading businesses accredited under ISO 14065. It ensures consistency The FTSE4Good Index Series has
united by a shared commitment to sustainable of emissions measurement and reduction claims. been designed to objectively measure
development via the three pillars of: economic CEMARS certification was developed at one of the performance of companies that
growth, ecological balance and social progress. New Zealands leading Crown Research Institutes, meet globally recognised corporate
Its mission is to provide business leadership as Landcare Research. It recognises and rewards responsibility standards.
a catalyst for change toward sustainable the actions of businesses that measure their GHG
development and to promote eco-efficiency, emissions and puts in place strategies to reduce
innovation and responsible entrepreneurship. those emissions.

This document is printed on an environmentally responsible paper produced using elemental chlorine free (ECF) pulp sourced from well managed and
legally harvested forests, and manufactured under the strict ISO14001 environmental management system.