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Sharing caring playing creating building living - Investor Centre
Spark New Zealand
  ANNUAL REPORT 2015

sharing
caring
playing
creating
building
living.
Sharing caring playing creating building living - Investor Centre
SECTION 1: SPARK NEW ZEALAND

Living a digital future today                   1
Chairman and Managing Director report         10
Board of Directors                            14
Leadership Team                               18
SECTION 2: SPARK NEW ZEALAND PERFORMANCE

Key performance indicators                    22
Group result overview                         24
Spark Home, Mobile & Business                 26
Spark Digital                                 28
Spark Connect                                 30
Spark Ventures                                32
Capital management and dividends              34
Spark People                                  38
Community and Environment                     40
SECTION 3: FINANCIAL STATEMENTS

Independent auditor’s report                  45
Financial statements                          46
Notes to the financial statements             52
SECTION 4: CORPORATE GOVERNANCE

Governance and disclosures                    82
Glossary                                      90
Directory                                     91

The Company changed its name from
Telecom Corporation of New Zealand Limited
to Spark New Zealand Limited on 8 August 2014.
ARBN 050 611 277

This report is dated 21 August 2015 and is signed
on behalf of the Board of Spark New Zealand
Limited by Mark Verbiest, Chairman, and
Simon Moutter, Managing Director.

Mark Verbiest
Chairman

Simon Moutter
Managing Director

KEY DATES

Annual Meeting
6 November 2015

Half-year results announcement
18 February 2016

Financial year-end
30 June 2016
Sharing caring playing creating building living - Investor Centre
Page 1

Sharing experiences with family and
friends. Caring for the things you
love and the things that matter.
Playing for the joy and fun that
life can offer. Creating exciting
future possibilities. Building a great
business, here in New Zealand.
Living a digital future. Today.
Sharing caring playing creating building living - Investor Centre
Page 2   Spark New Zealand Annual Report 2015   Living a digital future today
Sharing caring playing creating building living - Investor Centre
Page 3

In the digital
age, it’s disrupt
or be disrupted
The demand for mobile and broadband            With the customer experience becoming
data is growing incredibly.                    more valued than ever, now is the time for
                                               Spark New Zealand to step forward into
The power of technology inspires
                                               the next stage of its transformation.
New Zealanders to do amazing things.
To be better informed and entertained,         By investing in New Zealand’s best data
to be smarter, safer, healthier and happier,   networks, innovating with new digital
to be more successful and productive           solutions and ensuring we listen and
in business.                                   engage with our customers every day,
                                               we are realising our ambition to
This really matters to us, as our success
                                               become a winning business, inspired
depends on how well we deliver
                                               by customers to unleash the potential
for customers in just one market
                                               in all New Zealanders.
– New Zealand.
Sharing caring playing creating building living - Investor Centre
Page 4           Spark New Zealand Annual Report 2015   Living a digital future today

    Resetting
    for the future
    Spark New Zealand has had a clear                                           A hugely successful Turnaround
    long-term strategy to transform for the                                     Programme has enabled us to invest in
    digital age.                                                                new growth areas such as Cloud services
                                                                                and Lightbox, and compete harder
    We’ve focused hard on stabilising and
                                                                                on price and value.
    resetting the business and getting fighting
    fit on costs and process efficiencies.                                      Most symbolically, resetting for the
                                                                                future meant rebranding our core
    We’ve re-engineered much of our legacy
                                                                                brands as Spark, setting ourselves
    IT systems, giving us leading customer-
                                                                                up for a digital services future rather
    management capabilities.
                                                                                than a telecommunications past.
    We’ve narrowed our focus to the
    New Zealand market, divesting non-core
    assets from overseas markets or from
    businesses that no longer fit with our
    digital services strategy.
Sharing caring playing creating building living - Investor Centre
Page 5
Sharing caring playing creating building living - Investor Centre
Page 6   Spark New Zealand Annual Report 2015   Living a digital future today
Sharing caring playing creating building living - Investor Centre
Page 7

The future
is here
Spark New Zealand is ready to change         We will become a company that looks
gears; to imagine future possibilities for   for digital solutions first, using digital
our customers, building on the foundation    services capability to deliver fantastic
we have created.                             customer experiences that solve customer
                                             pain points and delight and amaze them.
We have first-class digital services
capability and world-leading networks.       We will look to become the most
                                             valued brand in New Zealand, helping
We have the data analytics capabilities
                                             New Zealanders lead better, healthier,
to help understand our customers better
                                             wealthier lives – providing a lifestyle
than anyone and engage with them in a
                                             platform for everything they do at
way that best suits them.
                                             home, work or play.

                                             We will help bring tomorrow to
                                             New Zealand.
Sharing caring playing creating building living - Investor Centre
Page 8        Spark New Zealand Annual Report 2015   Living a digital future today

Quicklook at 2015
Continuing operations:

Operating revenue and other gains NZ$                                    Net earnings NZ$

3,531M                                                                   375M
▼   2.9%                                                                 ▲    16.1%

EBITDA NZ$                                                               Dividends per share NZ$

962M                                                                     20cents
▲   2.8%                                                                 ▲    17.6%

CAPEX NZ$                                                                CAPEX excluding spectrum NZ$

576M                                                                     418M
▲   25.5%                                                                ▼    8.9%

Mobile revenue NZ$                                                       IT services revenue NZ$

1,019M                                                                   592M
▲   4.4%                                                                 ▲    5.5%

Mobile connections                                                       Total employees

2.178M                                                                   5,092
▲   8.6%                                                                 ▼    8.5%
Page 9

Successful rebrand to                      Second stage of re-engineering
Spark New Zealand completed                programme delivered, putting
                                           customers at the centre of IT systems
                                           and laying a solid foundation for
Completed sale of non-core assets:         digital capability and future
Telecom Rentals, international voice       productivity improvements
business and 60% shareholding
in Telecom Cook Islands
                                           Turnaround Programme completed,
                                           providing the headroom to compete
$61M Takanini Data                         on price and to invest carefully in
Centre opened                              growth areas

New businesses launched:                   We’re now nationwide on fibre
Lightbox, Lightbox Sport, Qrious,          and 4G, supported by a core data
Connect 8, Semble, Morepork                transport network running the
                                           length and breadth of the country

Qrious                                     Morepork
                     QRIOUS CONNECTS                              THE NEXT
                     DATA, PROVIDING                              GENERATION

launched                                   takes flight
                     ACTIONABLE INSIGHTS                          IN HOME
                     FOR CUSTOMERS                                SECURITY
Page 10                Spark New Zealand Annual Report 2015   Chairman and Managing Director report

The financial year                                  The bold decision to rebrand as Spark
                                                    New Zealand continues to be vindicated
ended 30 June 2015                                  with the core Spark brands performing
saw Spark New Zealand                               well, appealing to a broader customer
                                                    base and registering improvements in
shifting focus from                                 brand preference measures.
resetting the business
                                                    We are generating positive market
to being New Zealand’s                              momentum, especially in mobile.
                                                    We have strengthened our portfolio of
leading provider of
                                                    digital services and related capabilities,
digital services.                                   reshaped our IT systems around our                Mark Verbiest
                                                    customers, invested in network leadership         Chairman
This has fuelled confidence in our ability          and successfully focused on costs and
to achieve bold ambitions for customers,            capital. In essence, we have relentlessly
families, businesses and New Zealand                focused on creating the headroom to
and consequently, better returns for                invest in new growth areas and in the
our shareholders.                                   capability to make the most of it.

Two years ago we laid out a strategy                Particularly pleasing is the significant
to transform from a traditional                     underlying improvement in free cash flow,
telecommunications company to a                     which emerged in the second half of the
winning digital services business,                  year, demonstrating that the repositioning
inspired by customers to unleash the                of the business is leading to better financial
potential in all New Zealanders.                    outcomes. This has provided the Board
                                                    with the confidence to increase the dividend      Simon Moutter
That plan is firmly on track, with the              payment to shareholders from 17 cents per         Managing Director
benefits, and subsequent indicators of              share in FY14 to 20 cents per share in FY15.
growth, showing through in the results.
In particular, the last year has seen Spark         The headline financial results support the
New Zealand return to modest EBITDA                 Board’s view that a return to long-term,
growth (with a strengthening second half),          sustainable growth in free cash flow,
continue to grow market share in mobile,            revenue and earnings over the coming
strengthen broadband propositions and               years is both realistic and achievable.
gain momentum in Cloud services –                   As such, for FY16, Spark New Zealand
all achieved despite a highly                       anticipates paying an annual dividend
competitive market.                                 of 22 cents per share and a special
                                                    dividend of 3 cents per share as a means

On Tra
                                                    of returning excess capital, subject to
                                                    there being no material adverse changes
                                                    in operating outlook.
Page 11

Key Financial Results                        >> IT services revenue rose 5.5%,             year divestment of AAPT. Perhaps most
>> Operating revenues and other gains          underpinned by our investment in            significant of all was our choice to leave
  from continuing operations were down         Cloud computing services through            the legacy Telecom brand behind and
  2.9%, to $3,531 million, with growth in      Revera and Appserv and in data centre       invest in the core Spark brands, together
  mobile and IT services revenue being         infrastructure, including new and           with new brands like Skinny, Bigpipe,
  moderated by the ongoing decline in          expanded facilities in main centres.        Revera, Qrious and Lightbox.
  calling and access revenue.                >> Ongoing tight management of
                                                                                           The extent of the change the organisation
>> Earnings before interest, income tax        operating costs saw expenses from
                                                                                           has experienced over the last two years is
  expense, depreciation and amortisation       continuing operations reducing 5.0%
                                                                                           profound. Customers are sensing the shift
  (EBITDA) from continuing operations          to $2,566 million. The Turnaround
                                                                                           and responding positively with improved
  were up 2.8% for the full year.              Programme was completed at the end
                                                                                           brand metrics and reputation measures
                                               of June 2015, delivering significant
>> Spark New Zealand’s net earnings                                                        across key customer segments.
                                               improvement in sustainable free cash
  after tax from continuing operations         flow. The principles of the programme
  for FY15 were $375 million, up 16.1%.                                                    We have launched new growth-oriented
                                               have now been embedded into each            businesses. Lightbox has played a pivotal
  Net earnings including discontinued          part of the business.
  operations were down 18.5% compared                                                      role in the video streaming revolution in
  to FY14, noting that year’s results                                                      this country and has surpassed its planned
                                             FY15 Strategic Progress                       subscriber targets as at the end of June
  included a gain on the sale of AAPT.
                                             The first phase of the strategy is now        2015. Qrious has established a strong
>> Mobile connections continued to           completed – stabilising and resetting the     position in the emerging data analytics
  grow, up 172,000 in the 12 months to       business to reflect the new world in which    market and is working across a number of
  30 June 2015, as Spark New Zealand         Spark New Zealand and our customers live.     sectors to create value through data-driven
  remains focused on growing in our
                                                                                           decision-making. Morepork, a new home
  target segments, such as the Auckland      During that time we have reduced prices,      security and smart living product, was
  region and younger demographics            cut costs, simplified products, overhauled    launched to mass market in August 2015.
  under the age of 35.                       IT platforms, rebuilt networks, established
>> Total mobile revenue share topped         a new fast and competitive organisational     The rapid rise of video streaming services,
  40%, driven by strong growth in            culture and started winning in the market.    such as Lightbox, is fuelling an exceptional
  consumer, however the market remains                                                     growth in demand for data, with the
                                             We’ve also sold businesses that were          average fixed broadband data usage per
  very competitive, especially in the
                                             no longer going to be part of Spark           New Zealand household growing 58% in
  business market.
                                             New Zealand’s future, with the successful     the year to 30 June 2015. We have
>> Broadband revenues returned to
                                             divestment in FY15 of non-core legacy         accelerated our broadband network
  modest growth in FY15, driven by a         businesses; Telecom Cook Islands,
  focus on higher-value plans. Broadband                                                   investment plans to stay ahead of this
                                             Telecom Rentals and the international         surging demand and ensure we provide
  connections increased 1.6% despite         voice business generating $169 million
  intense competition, particularly at the                                                 our customers with the best possible
                                             of cash flow. This is on top of the prior     broadband experience.
  entry-level end of the market.

ack.
Page 12                 Spark New Zealand Annual Report 2015   Chairman and Managing Director report

We believe our combined data network                  There has been significant investment            Spark Ventures has established a small but
is second to none in New Zealand. This                in people capability, through talent             focused portfolio of new ventures,
includes the quality and national reach of            acquisition and development                      contributing new customers to Spark
our 4G mobile network, our core Optical               programmes, as well as in digital                New Zealand, across Skinny, Lightbox,
Transport Network that provides a                     capability, through the re-engineering of        Qrious and Bigpipe. Spark Connect has
high-speed, high-quality backbone for                 information technology systems – a major         been building New Zealand’s best data
data transmission around the country and              programme that has seen millions of              network and continuing with the multi-year
our nationwide broadband and WiFi                     customer records migrated from legacy            project to re-engineer legacy IT systems.
networks. We have accelerated our rollout             platforms to state-of-the-art customer           And through the Spark Foundation’s
of mobile services using the 700MHz                   management tools.                                ownership of Givealittle, digital technology
spectrum band range to make the most of                                                                has revolutionised the charity and giving
owning more spectrum in this band range               Across the entire organisation business          sector in New Zealand.
than any other provider.                              units have been delivering on a number of
                                                      fronts. Spark Home Mobile & Business has         All up, Spark New Zealand is in the best
We continued to invest in data centres                provided New Zealanders with great               shape it’s been in for many years. The next
and Cloud computing services, with a                  digital services, better value broadband         phase is about leveraging outstanding
new $61 million data centre opening in                and mobile services and achieved both            networks and digital services capability to
Takanini in October 2014. End-to-end                  revenue and EBITDA growth. Spark Digital         create truly great customer experiences
Cloud computing capabilities have                     has completed its repositioning and has          and in turn generate sustainable margin
continued to expand with both Revera                  built world-class data centre, ICT and           and revenue growth.
and Appserv exceeding performance                     Cloud capability to help New Zealand
expectations and attracting a significant             businesses achieve their own ambitions.          Digital disruption is revolutionising
number of new business customers.                     There was excellent growth in Cloud-             customer experiences around the world.
                                                      based services which has more than offset        While much of this is being driven by
Alongside Telstra and Vodafone, we are                a slight decline in legacy IT services.          new market entrants, smart incumbents
also investing in additional international                                                             are also rapidly adopting digital strategies
connectivity, with a new trans-Tasman cable                                                            to disrupt rather than be disrupted.
expected to be operational in the second
half of the 2016 calendar year.                                                                        This is one of the key drivers behind our
                                                                                                       newly launched Digital First programme.
                                                                                                       Digital First is the next step in transforming
                                                                                                       Spark New Zealand into a smarter, more
                                                                                                       agile, more efficient company, with great
                                                                                                       digital customer experiences at its heart.
                                                                                                       It’s how we will provide a lifestyle platform

   Fighting Fit                                                                                        for New Zealanders at home, work and play.

                                                                                                       Digital First is not a tangible product or

“All up, Spark New Zealand                                                                            service, it’s a way of working that starts
                                                                                                       with customers and works its way back.

  is in the best shape it’s been
                                                                                                       The reality is Spark New Zealand is already
                                                                                                       on this journey. Many new products or

  in for many years. The next
                                                                                                       services – like Lightbox, Morepork, Spark
                                                                                                       Apps and even new digital customer
                                                                                                       service channels – exemplify Digital First.
  phase is about leveraging                                                                            Spark New Zealand intends to invest in

  outstanding networks and                                                                             ensuring we are better at designing and
                                                                                                       delivering digital experiences than anyone

  digital services capability                                                                          else in New Zealand. Ultimately, it’s likely
                                                                                                       that outstanding customer experiences

  to create truly great                                                                                will become more valued than ever
                                                                                                       before, complementing our data network

  customer experiences.”
                                                                                                       advantages and ongoing investment in
                                                                                                       technology infrastructure.
Page 13

The opportunities and                             Governance & Leadership                       they have made massive strides towards
challenges of the digital economy                 The Board is committed to Spark               that ambition.
For New Zealand, digital technology is set        New Zealand being New Zealand’s leading       We are looking forward to the 2016
to make a significant and positive impact.        digital services provider. Accordingly,       financial year and to building on the
Increasingly, technology, data and digital        Spark New Zealand will continue to            momentum created from the platform the
connectivity will be used to improve social       invest wisely where there is potential to     Spark New Zealand team has developed
and economic outcomes in a wide range             build growth and earn returns from new        over the past two years. We recognise
of areas, including education, health,            digital services, as well as brand and        the important role we have in helping
environment and regional development,             customer preference.                          New Zealanders and New Zealand
to name just a few.                               The financial year saw the departure          businesses achieve their aspirations. We
                                                  of Director Maury Leyland. Maury served       are determined to make a meaningful and
Meeting consumer and business demand                                                            sustainable contribution to New Zealand’s
                                                  with distinction and was influential in
for new and improved digital services                                                           digital future.
                                                  developing the architecture of the
means constant investment and innovation.
                                                  transformation strategy and the decision
In New Zealand, the communications
                                                  to rebrand to Spark New Zealand. Maury
technology sector has made significant
                                                  left with the thanks and best wishes of her
infrastructure investments, spending
                                                  fellow Directors.
billions of dollars over the last few years.
The benefits of this investment flow out to       In other changes Chris Quin departed at
the wider economy.                                the end of the financial year. Chris was
                                                  instrumental in the development and
In a small market like New Zealand, the           growth of Gen-i (now Spark Digital) and
potential productivity benefits can be            more recently led the return of Spark
immense, allowing a wide range of                 Home, Mobile & Business to revenue            Mark Verbiest
businesses to work more efficiently and           and earnings growth. Jason Paris, formerly    Chairman
cost-effectively. For instance, the demand        the General Manager Home, Mobile &
for Cloud-based solutions has expanded            Business, was promoted to Chief Executive
into sectors as diverse as agriculture,           of that business on 1 July 2015.
logistics and the creative industry.
                                                  Chief Turnaround Officer Matt Crockett
Ongoing investment is key to meeting
                                                  also left at the end of the financial year
this wave of demand.
                                                  following completion of the Turnaround
                                                  programme. By any measure, the                Simon Moutter
Intense competition within the digital                                                          Managing Director
services industry has reduced margins and         Turnaround programme was a tremendous
lowered prices for several years now and          success. One of the largest programmes of     21 August 2015
those forces are expected to continue into        its kind seen in New Zealand, it delivered
FY16. It will be vital for the country that the   significant financial benefits and allowed
wider digital services industry - public and      the business to offer customers more value
private - is healthy enough to continue           and to invest in new growth areas.
investing sufficiently in essential digital       The Board would like to acknowledge the
infrastructure and in the digital talent          people of Spark New Zealand. They have
needed to meet the explosive growth in            taken on the challenge of transforming
demand. This will ensure New Zealand              this amazing New Zealand business and
businesses can compete successfully in
a global economy.
Page 14                   Spark New Zealand Annual Report 2015   Board of Directors

Our Board remains
firmly focused on
delivering better
outcomes for our
customers, for
New Zealand and
for our shareholders.

.1   Mark Verbiest    CHAIRMAN Non-executive Director

.2   Paul Berriman Non-executive Director
                                                                                      For more
.3   Murray Horn Non-executive Director                                               information on
                                                                                      Director’s profiles
.4   Ido Leffler Non-executive Director
                                                                                      and experience see
.5   Charles Sitch Non-executive Director                                             page 16-17
                                                                                      or our website
.6   Justine Smyth Non-executive Director
                                                                                      www.sparknz.co.nz/
.7   Simon Moutter Managing Director                                                  about/directors

In Control.
Page 15

.1

.2    .3

.4    .5

.6    .7
Page 16                  Spark New Zealand Annual Report 2015   Board of Directors

Mark Verbiest CHAIRMAN                                 Paul Berriman                               Murray Horn
Non-executive Director                                 Non-executive Director                      Non-executive Director

TERM OF OFFICE: Appointed Director                     TERM OF OFFICE: Appointed director          TERM OF OFFICE: Appointed director
1 December 2011 and last re-elected                    1 December 2011 and last re-elected         1 July 2007 and last re-elected at the
at the 2014 Annual Meeting.                            at the 2012 Annual Meeting.                 2014 Annual Meeting.
BOARD COMMITTEES: Chair of the                         BOARD COMMITTEES: Member of the Audit       BOARD COMMITTEES: Chair of the Audit and
Nominations and Corporate Governance                   and Risk Management Committee and           Risk Management Committee and a
Committee and a member of the Human                    the Nominations and Corporate               member of the Nominations and
Resources and Compensation Committee.                  Governance Committee.                       Corporate Governance Committee.
Attends Audit Committee meetings                       Paul joined the Board in December 2011,     Murray’s extensive governance experience
ex officio.                                            bringing over 25 years of international     spans both the corporate and public
Mark’s experience in the telecommunications            experience in telecommunications, media     sectors. He is currently Chair of Wynyard
sector extends over more than a decade,                and convergence. Paul is the Group Chief    Group Limited and on the Beijing board
including 7½ years on the Company’s                    Technology Officer of the HKT Trust, the    of the China Construction Bank. Murray
senior executive team from 2000. Mark is               listed telecommunications arm of PCCW.      previously held a number of senior
an experienced company director, also                  He is primarily responsible for leading     executive roles with ANZ Banking Group,
serving as Chairman of Transpower                      the group’s product and technology          including leading the group’s New Zealand
New Zealand Limited, a director of                     roadmap and strategic development.          operations. He was Secretary to the
ANZ Bank New Zealand Limited and                       In 2009, Paul was recognised by the IPTV    New Zealand Treasury and has served
Freightways Limited, Chairman of                       World Forum with their Special Merit        on a number of boards, including the
Willis Bond Capital Partners Limited and               Award for Outstanding Industry              Government’s National Health Board and
Willis Bond General Partner Limited, a                 Contribution and in 2008 he was listed      the New Zealand Tourism Board. He has
member of the Commercial Operations                    as one of the Global Telecoms Business      represented New Zealand at the
Advisory Board of the New Zealand                      Magazine’s top 100 “most influential        Organisation for Economic Co-operation
Treasury and is a former board member of               persons in telecoms”. Before joining PCCW   and Development (OECD), as a governor
the Financial Markets Authority. He is also a          in 2002, Paul was Managing Director of      at the World Bank and as an Alternate
trustee of the Southern Lakes Arts Festival            management consultancy Arthur D. Little     Director at the International Monetary
Trust and a consultant to national law firm            in Hong Kong and also held roles in         Fund. Murray received his doctorate from
Simpson Grierson. Mark has a law degree                Reuters and several major Hong Kong         Harvard University in 1989 and has been
from Victoria University of Wellington.                service providers. Paul holds a Bachelor    awarded a number of academic honours in
                                                       of Science degree in electro-acoustics      both New Zealand and the United States.
                                                       from the University of Salford in the       Murray was awarded a Companion of the
                                                       United Kingdom and a Master of Business     New Zealand Order of Merit (CNZM) in the
                                                       Administration degree from the University   2013 Queen’s Birthday Honours.
                                                       of Hong Kong. A Chartered Engineer,
                                                       he is a current or former member of a
                                                       number of industry working groups and
                                                       advisory boards.
Page 17

Ido Leffler                                      Charles Sitch                                 Breast Cancer Foundation. Justine’s
Non-executive Director                           Non-executive Director                        experience in governance, mergers &
                                                                                               acquisitions, taxation and financial
TERM OF OFFICE: Appointed director               TERM OF OFFICE: Appointed director
                                                                                               performance of large corporate
1 July 2014 and elected at the                   1 December 2011 and last re-elected
                                                                                               enterprises and the acquisition,
2014 Annual Meeting.                             at the 2013 Annual Meeting.
                                                                                               ownership, management and sale of
BOARD COMMITTEES: A
                  member of the                  BOARD COMMITTEES: Member of the Audit         small and medium enterprises underpins
Nominations and Corporate                        and Risk Management Committee and             her contribution as a Director. Justine
Governance Committee.                            the Nominations and Corporate                 has a Bachelor of Commerce from
Ido is a West Coast United States based          Governance Committee.                         Auckland University and is a Fellow
entrepreneur with experience in developing       Charles joined McKinsey & Company             of the New Zealand Institute of
digital brands and has extensive networks        in 1987 and in 2000 became a senior           Chartered Accountants.
in the start-up communities of Silicon Valley    director, primarily working with CEOs
and Australasia.                                 and Boards on strategy and operations
                                                 turnarounds, before retiring in 2010.         Simon Moutter
Ido is the co-founder and Chief Executive                                                      Executive Director
at Yoobi, a new school supplies company          Since 2006 he has been involved in various
that engages kids through bright colours,        new business ventures. A Director since       TERM OF OFFICE: Appointed Executive

cool designs, and most importantly, cause.       December 2011, Charles is also a member       Director and Managing Director
For every Yoobi item purchased, Yoobi            of the board of Trinity College at            13 August 2012 and elected at the
distributes an item to a classroom in need       Melbourne University and the Robin Boyd       2012 Annual Meeting.
in the US. He is also co-founder of San          Foundation and a committee member of
                                                                                               BOARD COMMITTEES:    None.
Francisco-based Yes To Inc., one of the          the Melbourne Cricket Club. Charles
                                                 holds an MBA from Columbia Business           As Managing Director Simon is
world’s leading natural beauty brands,
                                                 School and an LLB and BCom from               responsible for the overall leadership,
with distribution in over 25,000 stores in
                                                 Melbourne University.                         strategic direction and management of
over 20 countries. Ido is also Co-founder
                                                                                               Spark New Zealand, through its various
of Cheeky, a lifestyle brand redefining the
                                                                                               business divisions and the brands that
boring paper plate and helping end hunger        Justine Smyth                                 provide digital services to millions of
in the process. With each item purchased,        Non-executive Director                        New Zealanders and thousands of
Cheeky helps donate a meal through a
                                                                                               New Zealand businesses. Simon led
partnership with Feeding America.                TERM OF OFFICE: Appointed director
                                                                                               the reinvention of Telecom to Spark
                                                 1 December 2011 and last re-elected
Ido sits on numerous corporate/advisory                                                        New Zealand, to better reflect the new
                                                 at the 2013 Annual Meeting.
boards including The United Nations                                                            world of digital services in which the
Foundation Global Entrepreneur Council           BOARD COMMITTEES: Chair of the Human
                                                                                               business now operates. Simon returned
and The Dell Global EIR Advisory Board.          Resources and Compensation Committee          to the business in mid-2012. He has a
Fast Company magazine described                  and a member of the Audit and Risk            deep understanding of the industry,
Ido as among the 1000 most creative              Management Committee and the                  having managed most parts of Telecom
people in business, one of 30 top                Nominations and Corporate                     in previous roles, most recently as Chief
entrepreneurs under 30 and as one of             Governance Committee.                         Operating Officer during the years
the top 50 Achieving Australians outside         Justine joined the Board of Spark             2003-2008. In the intervening years he led
of Australia. Ido is the co-author of the book   New Zealand in December 2011. Her             Auckland International Airport for a period
Get Big Fast and Do More Good described          background is in finance and business         of four years in which he transformed the
as one of the top five business books to         management (with Deloitte and Lion            customer experience and delivered a
read in 2013. Ido attended the University        Nathan), and she owns a retail clothing       significant uplift in its share price. Simon
of Technology in Sydney where he earned          business with brands across Australasia.      spent 13 years in the electricity and gas
his Bachelor of Business in Marketing            She is a Director of Auckland International   industry including as Chief Executive of
& International Business.                        Airport Limited, a former board member        Powerco (1992 – 1999). Simon has a
                                                 of the Financial Markets Authority and a      Master’s degree in Engineering from the
                                                 former Deputy Chair of New Zealand Post       University of Canterbury and a Bachelor’s
                                                 Limited. She also chairs the New Zealand      degree in Science from Massey University.
Page 18   Spark New Zealand Annual Report 2015   Leadership Team

The Leadership of
Spark New Zealand is
committed to achieving
ambitious goals and
to playing a big part
in New Zealand’s                                                   .1

future success.

                                                                   .2

Taking
the lead.
Page 19

                                                                     .3                           .6

                                                                     .4                           .7

                                                                     .5

.1   Simon Moutter     MANAGING DIRECTOR

.2   David Havercroft     CHIEF OPERATING OFFICER, SPARK CONNECT

.3   Jolie Hodson    CHIEF FINANCIAL OFFICER, SPARK NEW ZEALAND          For more information
                                                                          on our Leadership
.4   Joe McCollum      GROUP HR DIRECTOR, SPARK NEW ZEALAND
                                                                          team experience see
.5   Tim Miles   CHIEF EXECUTIVE, SPARK DIGITAL                          page 20–21
                                                                          or our website www.
.6   Jason Paris   CHIEF EXECUTIVE, SPARK HOME, MOBILE & BUSINESS
                                                                          sparknz.co.nz/about/
.7   Rod Snodgrass     CHIEF EXECUTIVE, SPARK VENTURES                   leadershipteam
Page 20                Spark New Zealand Annual Report 2015   Leadership Team

Simon Moutter                                        Jolie Hodson                                     Joe McCollum
Managing Director, Spark New Zealand                 Chief Financial Officer, Spark New Zealand       Group Group Human Resources Director,
                                                                                                      Spark New Zealand
See Board of Directors for information on            Jolie is the Chief Financial Officer for Spark
Simon Moutter.                                       New Zealand. Jolie understands the critical      Joe McCollum joined Spark New Zealand
                                                     role of the finance function in dynamic,         in November 2012 as Group HR Director,
David Havercroft
                                                     competitive markets and during a massive         bringing over 30 years of global
Chief Operating Officer, Spark Connect
                                                     organisational transformation. Jolie             experience in leading transformational
David Havercroft is the Chief Operating              focuses on developing clear insight into         HR initiatives at companies undergoing
Officer of Spark Connect, delivering the             what customer’s value, what makes the            significant change and operating in rapidly
technology, products and processes to                business more competitive and what               changing markets. Joe understands the
ensure great customer experiences and                delivers value for Spark New Zealand. Jolie      critical importance of organisational
world-leading connectivity via the Spark             is also responsible for the Skinny mobile        culture on success and is influencing
Network. David joined the Company in                 and Bigpipe broadband businesses. Prior          the cultural shift underway within Spark
October 2009 and has over 25 years of                to joining the Company, Jolie worked for         New Zealand. Most recently, he worked
international telecommunications industry            12 years with the Lion group, Australasia’s      in the music and media businesses –
experience. He has held executive roles              largest beverages group, in a range of           initially with EMI in 2004, managing the
in business and technology functions in              senior financial roles. Most recently, she       sale of EMI to a private-equity company,
British Telecom, Cable & Wireless, IBM,              was Finance Director of the Beer, Spirits &      before joining news media group DMGT
and PwC. David is responsible for building           Wine Australia division. Before joining Lion     in 2008. He remained with DMGT until
the best network experience for our                  in 2000, Jolie spent eight years with            returning in 2012 to New Zealand. Earlier
customers, ensuring the lowest cost per              Deloitte’s audit division based in Auckland.     in his career he worked in New Zealand in
gigabyte data network in the country that            She gained a Bachelor of Commerce from           the hospitality industry as HR Director for
is built for the future. This involves               the University of Auckland and has               Lion Nathan between 1989 and 1996. At
optimising the huge investments being                attended the Strategic Management                the end of 1997 he returned to the UK to
made in New Zealand’s digital future,                Programme at Sydney’s Macquarie                  take up the role of worldwide HR Director
including in data network capability,                Graduate School of Management.                   for ICI, a global chemical company with
mobile spectrum and IT platforms, to set                                                              65,000 employees. He joined Misys in 1999,
Spark New Zealand up for success and                                                                  a global software company recognised
for further growth in the future. David                                                               as a world leader in various segments.
is also responsible for wholesale                                                                     Joe also worked in Saudi Arabia for five
relationships, procurement and property.                                                              years in the 1970s as the HR Director for
David has a proven track record in                                                                    a 4,500-staff hospital company before
designing and leading large-scale,                                                                    joining Pepsi initially in Cyprus and then
complex business and information                                                                      in the headquarters in New York. He
technology transformation programmes,                                                                 obtained his MSc in Business Studies from
with a particular focus on strategic                                                                  Columbia University.
partnerships. David has a Bachelor of Arts
with Honours, majoring in Economics.
Page 21

Tim Miles                                   Jason Paris                                  Rod Snodgrass
Chief Executive, Spark Digital              Chief Executive, Spark Home,                 Chief Executive, Spark Ventures
                                            Mobile & Business
Tim leads Spark Digital, which provides                                                  Rod leads Spark Ventures, a business
converged ICT solutions for the rapidly     Jason Paris became CEO of Spark Home,        unit formed in early 2013 to nurture the
evolving needs of business, enterprise      Mobile & Business (HMB) on 1 July 2015,      Company’s pace of innovation and to
and government customers, as they           after four years as General Manager          deliver connected digital experiences
meet the demands of an increasingly         Marketing for Spark HMB. He leads the        that customers love. It acts as an internal
globalised, connected and mobile            team that provides more than two million     incubator and accelerator, adopting
customer base. Spark Digital’s unique       New Zealand consumers and Small and          disruptive digital approaches and start-up
capability in delivering the best ICT       Medium Enterprises (SMEs) with access to     methods. These include Lean and Agile
solutions in New Zealand, inspired and      the technology and digital services they     for a portfolio of ventures that include
fully supported by the power of Spark       need to succeed and thrive. As General       Lightbox TV, Qrious, Morepork and
New Zealand, makes it possible for its      Manager Jason was pivotal in the             investments in New Zealand start-ups Vigil
customers to contribute to the overall      transformation from Telecom to Spark         and Putti. Rod is also accountable for the
economic success of New Zealand. Tim        New Zealand and he is passionate about       Digital First strategic programme to
joined Spark Digital (formerly Gen-i) as    building a customer-inspired Spark Home,     accelerate the digital capability within
Chief Executive in February 2013 after      Mobile & Business Team, which helps more     Spark New Zealand. Rod was responsible
previously being the Managing Director      New Zealanders and New Zealand               for the repositioning of Skinny mobile, the
of PGG Wrightson, the Group Chief           businesses achieve their potential. He has   rapid expansion of Spark New Zealand’s
Technology Officer of Vodafone PLC and      a strong commercial, strategy and            WiFi hot spot network and the development
the CEO of Vodafone UK. Tim has spent       marketing background, particularly in the    of Bigpipe broadband. Rod has a huge
much of his professional life working in    media, technology and retail sectors. In     amount of experience sitting on local and
New Zealand and offshore in senior          previous roles he was CEO of TV3 and         international boards and is involved in a
leadership roles, including at IBM, Data    Four and also held executive positions in    number of innovation sector initiatives.
General Corporation, and Unisys. From       New Zealand and Europe with TVNZ,            Prior to joining the Company in 1998, Rod
1994 until 2001, he was with Unisys         Nokia and McDonalds.                         was the Financial Controller at Ericsson
Corporation in various senior executive                                                  Cellular and before that Group Controller
roles, including Managing Director                                                       at Fletcher Energy. Originally part of the
New Zealand and Vice President                                                           Xtra team, then rising to become its
responsible for Unisys’ worldwide                                                        General Manager, Rod has also spent time
telecommunications business. Tim has                                                     since Xtra leading the Company’s fixed line
also been in leadership roles in a                                                       division, leading Group Strategy and then
number of industry and not-for-profit                                                    as Chief Product Officer. Rod has a BCA
organisations. Tim has a Bachelor of Arts                                                from Victoria University and is a New
from Victoria University.                                                                Zealand Chartered Accountant.
Page 22                        Spark New Zealand Annual Report 2015      Spark New Zealand performance

Key performance indicators

Amounts are for Spark New Zealand’s continuing operations, representing the ongoing business.

 CONTINUING OPERATIONS                                                                                         FY15                        FY14   % CHANGE

   Operating revenues and other gains                                                         $M          3,531                     3,638          (2.9)%

   Operating expenses                                                                         $M          2,566                     2,702          (5.0)%
   Share of associates’ and joint ventures’
   net (losses)                                                                               $M                (3)                          –       NM

   EBITDA1                                                                                    $M             962                       936         2.8%

   Depreciation and amortisation expense                                                      $M              453                          451      0.4%

   Net finance expense                                                                        $M                27                         31     (12.9)%

   Income tax expense                                                                         $M              107                          131    (18.3)%

   Net earnings                                                                               $M             375                       323        16.1%

   Capital expenditure – excluding spectrum2                                                  $M              418                          459     (8.9)%

   Capital expenditure – spectrum3                                                            $M              158                            –       NM

   Total mobile connections4                                                               (000)s         2,178                     2,006           8.6%

   Broadband connections4,5                                                                (000)s             680                          669      1.6%

   Employee numbers6                                                                                      5,092                     5,565          (8.5)%

1 Spark New Zealand calculates EBITDA by adding back depreciation, amortisation, finance expenses and income tax expense to net earnings
  less finance income. EBITDA is a non-Generally Accepted Accounting Practice (GAAP) measure and is not comparable to the New Zealand
  Equivalents to International Financial Reporting Standards (NZ IFRS) measure of performance.
2 Excludes capital expenditure related to discontinued operation of $35 million in FY14.
3 Capital expenditure related to the purchase of 2x20 MHz of 700 MHz spectrum in FY15.
4 Measure as at 30 June.
5 Measure relates to fixed access lines in the Home, Mobile & Business and Digital business units.
6 FTEs are full-time equivalents including contractors and are measured as at 30 June.
Page 23
Page 24                                                                 Spark New Zealand Annual Report 2015                                                                                                     Spark New Zealand performance

Group result overview
Spark New Zealand’s net earnings from continuing operations after tax
for FY15 were $375 million, an increase from FY14 of $52 million or 16.1%.
The FY15 financial results reflect a continuation of the significant changes
we have been making in our business and the traction gained in the
execution of our strategy to stabilise revenues and margins and reduce costs.

Operating revenues and other gains                                                                                                                                                                                                             Other operating revenues declined by $26 million, or 14.8%, in
                                                                                                                                                                                                                                               FY15 due largely to $14 million lower Southern Cross dividends
                                                                                                                                                                                                                                               and $4 million lower Telecom Cook Islands revenue following the
                                                                                                                                                                                                                                               divestment of this business in March 2015.
     3,650
                                                                                                                                                                                                                                               In line with our strategy to focus on our core New Zealand
                                                                                                                                                                                                                                               business, during FY15 Spark New Zealand divested its 60%
     3,600                                                                                                                                                                                                                                     shareholding in Telecom Cook Islands, its international voice
                                                                                                                                                                                                                                               business and its leasing business, Telecom Rentals. As a result,
     3,550
                                                                                                                                                                                                                                               in FY15 we recorded gains on sale of $32 million in other gains,
                                                                                                                                                                                                                                               compared to the $10 million recorded in FY14, being $3 million
$m

                                                                                                                                                                                                                                               from the sale of Auldhouse and insurance proceeds of $7 million.
     3,500
                                                                                                                                                                                                                                               Overall, our total operating revenues and other gains from
             3,638

                                                        3,586

                                                                                                                                                                                                                           3,531

     3,450                                                                                                                                                                                                                                     continuing operations declined by $107 million, or 2.9%, to
                                                                                                                                                                                                                                               $3,531 million.

     3,400
                                                                                                                                                                                                                                               Operating expenses
                                                                                                       FIXED MANAGED DATA
             FY14 TOTAL REVENUE

                                                        FY14 RE-BASED

                                                                        FIXED ACCESS

                                                                                       FIXED CALLING

                                                                                                                                              MOBILE SERVICE

                                                                                                                                                               OTHER MOBILE

                                                                                                                                                                              IT SERVICES

                                                                                                                                                                                            OTHER REVENUE

                                                                                                                                                                                                                          FY15 TOTAL REVENUE
                                  REGULATED CHANGE

                                                                                                                            FIXED BROADBAND

                                                                                                                                                                                                            OTHER GAINS
                                    PRIMARY SERVICE -

                                                                                                                                                                                                                                                    2,700

                                                                                                                                                                                                                                                    2,650

Total fixed revenues declined by $177 million, or 9.2%, in FY15,
                                                                                                                                                                                                                                               $m

                                                                                                                                                                                                                                                    2,600
however, this decline was impacted by a regulated change where,
effective from 1 December 2014, Chorus now charges a majority
of Spark Wholesale’s customers directly for access lines. This has                                                                                                                                                                                  2,550
                                                                                                                                                                                                                                                               2,702

                                                                                                                                                                                                                                                                                                 2,650

                                                                                                                                                                                                                                                                                                                                                                                                                         2,566
resulted in a net reduction in revenues of $52 million, offset by a
corresponding drop in operating costs. Adjusting for this, fixed
revenues have declined by $125 million, or 6.5%, which reflects the                                                                                                                                                                                 2,500
                                                                                                                                                                                                                                                             FY14 ACTUAL

                                                                                                                                                                                                                                                                                                 FY14 RE-BASED

                                                                                                                                                                                                                                                                                                                 FIXED COST OF SALES

                                                                                                                                                                                                                                                                                                                                                                                          NET LABOUR

                                                                                                                                                                                                                                                                                                                                                                                                       OTHER OPERATING
                                                                                                                                                                                                                                                                                                                                                                                                              EXPENSES

                                                                                                                                                                                                                                                                                                                                                                                                                         FY15 REPORTED
                                                                                                                                                                                                                                                                                                                                                              IT SERVICES COST OF SALES
                                                                                                                                                                                                                                                                                                                                       MOBILE COST OF SALES

long-term industry trend away from legacy fixed products, albeit at
                                                                                                                                                                                                                                                                           REGULATED CHANGE
                                                                                                                                                                                                                                                                             PRIMARY SERVICE -

a slower rate of decline than historical rates in excess of 10%.

Mobile revenues grew by $43 million, or 4.4%, with a net increase
of 172,000 connections since June 2014 taking the total mobile
base to 2.18 million connections at 30 June 2015. The revenue
growth was driven by a combination of higher volumes of
handset sales and increased service revenues from the higher
mobile base, partially offset by lower average revenues per user
(ARPUs) resulting from increased value inclusions in post-paid                                                                                                                                                                                 Operating expenses from continuing operations reduced by
mobile offerings.                                                                                                                                                                                                                              $136 million, or 5.0%, to $2,566 million in FY15. This decline
                                                                                                                                                                                                                                               includes a $52 million decrease in operating costs relating to
IT services revenue grew by $31 million, or 5.5%, resulting
                                                                                                                                                                                                                                               the regulatory change referred to under fixed revenues above
from continued investment in Cloud-based services with
                                                                                                                                                                                                                                               and a $6 million year-on-year reduction in expenses following the
growth driven out of Revera and Appserv (acquired in July 2014),
                                                                                                                                                                                                                                               divestments of Telecom Cook Islands and the international voice
partially offset by a slight decline in IT legacy service revenues.
                                                                                                                                                                                                                                               business in February and March 2015 respectively. Additionally,
                                                                                                                                                                                                                                               the FY15 operating expenses included $11 million of non-
                                                                                                                                                                                                                                               recurring costs associated with the successful rebrand to Spark.
Page 25

Adjusting for these items total operating expenditure decreased         >> Average Revenue per User (ARPU) – Spark New Zealand
$67 million or 2.5%.                                                       calculates ARPU as revenue for the period (for mobile this is only
                                                                           voice and data) divided by an average number of customers.
The reduction in operating expenses reflects the benefits from the
                                                                        Spark New Zealand believes that these non-GAAP financial
successful execution of our Turnaround Programme, resulting in
                                                                        measures provide useful information to readers to assist in the
lower staff numbers, efficiency improvements in the consumption
                                                                        understanding of the financial performance, financial position or
of input services, lower input cost prices and overall procurement
                                                                        returns of Spark New Zealand but that they should not be viewed
efficiencies. The impact of new wholesale charges effective from
                                                                        in isolation nor considered as a substitute for measures reported
1 December 2014, as set by the Commerce Commission, has
                                                                        in accordance with NZ IFRS. Further, Spark New Zealand believes
resulted in lower access costs. These have been partly offset by
                                                                        these measures provide useful information as they are used
higher mobile acquisition costs associated with the strong growth
                                                                        internally to evaluate performance of business units, to analyse
in our customer base and costs associated with the investment in
                                                                        trends in cash-based expenses, to establish operational goals
our start-up enterprises, such as Lightbox, Qrious and Morepork.
                                                                        and allocate resources.
The depreciation and amortisation expense increased by
                                                                        Non-GAAP financial measures reported by Spark New Zealand are
$2 million, or 0.4%, to $453 million in FY15. This increase is due
                                                                        not uniformly defined or utilised by all companies in New Zealand
to a combination of increased depreciation associated with the
                                                                        or the telecommunications industry. Accordingly, these measures
$158 million acquisition of 700 MHz spectrum in FY15, the
                                                                        may not be comparable with similarly titled measures used by
acquisition of Appserv in FY15, a change in the mix of capital
                                                                        other companies.
expenditure towards items with a shorter life on average, partly
offset by a reduction from lower levels of capital spend.
                                                                        EBITDA from continuing operations
Net finance expense reduced by $4 million, or 12.9%, to                 The calculation of Spark New Zealand’s EBITDA is provided below
$27 million in FY15. This was due to a combination of maturing          and based on amounts taken from, and consistent with, those
debt being replaced by debt at lower interest rates, lower overall      presented in the audited financial statements. EBITDA includes
debt levels following the sale of the AAPT business in February         the share of associates’ and joint ventures’ net losses.
2014 for $506 million and Telecom Cook Islands, Telecom Rentals
and the international voice business in FY15, partly offset by the                                                       2015         2014
payment of $158 million in relation to 700 MHz radio spectrum
                                                                        YEAR ENDED 30 JUNE                                 $M            $M
in August 2014.
                                                                        Continuing operations
The income tax expense decreased by $24 million, or 18.3%,              Net earnings reported under NZ IFRS               375          323
to $107 million in FY15 due to a combination of the non-
                                                                        Add back: depreciation                            256          253
taxable gains on the sale of businesses and the impact of
                                                                        Add back: amortisation                            197          198
prior period adjustments.
                                                                        Less: finance income                              (27)          (29)
A summary of the results of Spark New Zealand’s key business            Add back: finance expense                          54           60
units are outlined in the following section. Further details of the
                                                                        Add back: income tax expense                      107          131
FY15 and historical performance are available in a separate
                                                                        EBITDA from continuing operations                962           936
financials file on the investor section of our website at: investors.
sparknz.co.nz/investor-centre
                                                                        Adjusted EBITDA from continuing operations, where applicable,
Non-GAAP measures                                                       is the segment result reported, plus the net result of corporate
This annual report includes non-GAAP financial measures that            revenue and expenses, in the financial statements. It excludes
are not prepared in accordance with New Zealand Equivalents             significant one-off gains, expenses and impairments individually
to International Financial Reporting Standards (‘NZ IFRS’).             greater than $25 million that are also excluded from the segmental
These include:                                                          result to provide an indication of the underlying earnings of that
                                                                        segment. There are no adjusting items in FY14 or FY15.
>> Earnings before interest, income tax, depreciation and
   amortisation (EBITDA) – Spark New Zealand calculates EBITDA          Segment results are reconciled to net earnings before income tax
   by adding back depreciation, amortisation, finance expense           in note 4 of the financial statements.
   and income tax expense to net earnings less finance income.
   EBITDA includes the share of associates’ and joint ventures’
   net losses.
>> Capital expenditure – Capital expenditure is the additions to
   property, plant and equipment and intangible assets, excluding
   goodwill, acquisitions and other non-cash additions, that may
   be required by NZ IFRS, such as decommissioning costs.
Page 26           Spark New Zealand Annual Report 2015   Spark New Zealand performance

   Spark Home,
   Mobile &
   Business

FY15 revenue growth of:                         Spark Home, Mobile & Business provides products, services and

3.0%
                                                support to consumers and small business customers. It provides a
                                                full range of services and content, data and voice services across fibre
                                                and copper broadband, 3G & 4G mobile and nationwide WiFi zones.
                                                The key priorities for Spark Home, Mobile & Business are to become
                                                #1 in the mobile market, to drive growth in the small business market
FY15 EBITDA growth of:                          and to hold market share in the broadband market by creating
                                                differentiated products that customers value.

5.4%
Net Promoter Score:
                                                Spark Home, Mobile & Business
                                                Operational Highlights
                                                In FY15 we:
                                                                                               >> Launched Spark Lab, a dedicated space
                                                                                                 in Auckland’s downtown Britomart
                                                                                                 precinct aimed at encouraging
                                                                                                 innovation by providing an environment
                                                >> Delivered both revenue and EBITDA             for communities of interest to explore
—up 10 points for Consumer;                       growth, while investing in new ventures;      new ideas, products and experiences;
—up 13 points for Business                     >> Successfully launched the Spark brand,      >> Partnered with Putti to deliver apps for
                                                   ensuring we have a compelling brand and       our business customers;
                                                   offering in the market for our consumer     >> Offered Lightbox internet TV to our
                                                   and small enterprise customers;               broadband customers as an inclusion
                                                >> Furthered our market differentiation          for 12 months; and
                                                   and increased our customer preference       >> Completed the acquisition of Appserv
                                                   through offerings such as Socialiser          enhancing our ICT and Cloud offerings
                                                   plans (free data when using popular           in the small business market.
                                                   social networking apps), prepaid music
                                                   plans, unlimited naked broadband plans      In FY16 we will:
                                                   and voice over fibre;                       >> Further build on the revenue and
                                                >> Enhanced our open plans to customers          EBITDA momentum generated in FY15;
                                                   that provide more value than ever and       >> Begin to shift our focus from acquiring
                                                   put control in the hands of the customer;     connections to growing mobile market
                                                >> Furthered our brand commitment to loyal       revenue by careful management of
Spark.                                             customers through our Spark Thanks            included plan value when and where the
                                                                                                 market enables us, to create the ability
Live and play in                                   programme and enhanced offers;
                                                                                                 to monetise increased customer

amazing ways.                                                                                    demand for data;
Page 27

Spark Home, Mobile & Business financial result
                                                                    2015            2014
                                                                                                             When compared with FY14 the fixed rate
 YEAR ENDED 30 JUNE                                                   $M              $M        CHANGE %     of decline has almost halved as customers
                                                                                                             increased usage and consumed higher-
 Operating revenues and other gains                                1,847           1,794            3.0%
                                                                                                             value plans. In FY15 the number of voice
 Operating expenses                                                (1,121)         (1,109)          1.1%     only customers decreased by 35,000, or
 Share of associates’ and joint ventures’                                                                    14.2%, in line with previous trends, albeit
 net (losses)                                                          (4)              –            NM      at a slower rate, as a result of technology
                                                                                                             migration. Broadband revenue improved
 EBITDA                                                              722             685            5.4%     $11 million, or 3.9%, to $295 million in
                                                                                                             FY15 driven by a combination of increased
The financial results above include those for Spark Ventures.
                                                                                                             customer numbers and a change in the
                                                                                                             product mix as customers tended towards
>> Address high churn and poor                                  Financial performance                        higher-value propositions.
   profitability in the lower end of the                        Spark Home, Mobile & Business achieved
   prepaid market through a more sensible                                                                    IT services revenues grew by $9 million
                                                                both revenue and EBITDA growth in FY15
   approach to acquisition offers;                                                                           to $11 million in FY15 following the
                                                                as we continue to successfully execute
                                                                                                             acquisition of Appserv in July 2014,
>> Leverage digital integration to deliver                      performance improvement initiatives in the
                                                                                                             which enhanced the ICT and Cloud-based
   the best personalised customer                               business, supported by the rebranding to
                                                                                                             offerings to our small business customers.
   experiences through all our channels;                        Spark Home, Mobile & Business and rising
>> Continue to compete to earn market                           customer preference.                         Overall, operating expenses increased
   share in mobile by developing further                                                                     by $12 million, or 1.1%, reflecting the
                                                                Total operating revenues grew 3.0%, with
   non-price differentiation across our                                                                      increased investment in the launch of
                                                                mobile growth significantly exceeding
   portfolio to grow value; and                                                                              new ventures, such as Lightbox and
                                                                fixed revenue decline in the year.
                                                                                                             Qrious, the acquisition of Appserv and
>> Continue to grow our share in the small
                                                                Mobile revenue increased by $63 million,     higher mobile acquisition costs in line
   business market, further leveraging the
                                                                or 8.5%, in FY15 to $807 million due         with the growing customer base,
   acquisition and expansion of Appserv
                                                                largely to strong connection growth          offsetting the savings generated from
   and our partnership with Putti.
                                                                driving increases in both usage revenue      the Turnaround Programme.
                                                                and handset sales. This was partly offset
                                                                                                             The $4 million share of losses from
                                                                by reduced market pricing, especially in
                                                                                                             associates and joint ventures reflect
                                                                mobile data.
                                                                                                             the Spark New Zealand share of losses
                                                                Fixed revenues declined by $25 million,      incurred in Semble, Putti, Lightbox Sport
                                                                or 2.4%, in FY15 to $998 million resulting   and Vigil and reflect the start-up nature
                                                                from a combination of lower calling          of these entities.
                                                                revenues due to price competition,
                                                                continued substitution of fixed to mobile
                                                                calling and uptake of naked broadband.
Page 28              Spark New Zealand Annual Report 2015   Spark New Zealand performance

   Spark
   Digital

FY15 Revera                                        Spark Digital provides solutions for the rapidly evolving needs
revenue growth of:
                                                   of business, enterprise and Government customers to meet the

47%
                                                   demands of an increasingly globalised and mobile customer base.
                                                   We have unique experience and capability to deliver customers some
                                                   of the best ICT solutions in New Zealand and we’re committed to
                                                   helping customers gain the competitive advantage that digital
                                                   solutions can deliver.
Connecting schools

600K
                                                   Spark Digital                                >> Made solid progress in the Government
                                                   Operational Highlights                         sector with significant new business;

                                                   In FY15 we:                                  >> Continued the successful rollout of the
                                                                                                  Network for Learning project, with
                                                   >> Delivered growth in IT services revenue
                                                                                                  2,000 schools and approximately
—6
  00,000 students connected                          and EBITDA, offset by declines in
                                                                                                  600,000 students and 42,000 teachers
 to Network for Learning                              telecommunications revenue and
                                                                                                  now connected; and
                                                      EBITDA;
                                                                                                >> Launched Connected Mobility, Spark
                                                   >> Continued Revera’s strong performance
                                                                                                  Digital’s Cloud-based automation and
                                                      with 47% year-on-year revenue growth
                                                                                                  management solution powered by
                                                      delivering on our Cloud-based IT
                                                                                                  Jasper, the global leader in Cloud-based
                                                      strategy. Growth occurred across the
                                                                                                  machine-to-machine (M2M) platforms,
                                                      client base, with customer numbers
                                                                                                  providing our customers with greater
                                                      growing 30%, virtual machine usage up
                                                                                                  visibility, scalability and control of
                                                      45% and storage up 70%;
                                                                                                  M2M deployments, helping them to
                                                   >> Opened the Takanini Data Centre in          increase service reliability and reduce
                                                      October 2014, providing New Zealand’s       operational costs.
                                                      highest specification connected data
                                                      centre facilities for our customers;      In FY16 we will:
                                                                                                >> Focus on developing new business with
                                                   >> Launched Spark Digital Apps,
                                                                                                  existing client partners, de-emphasising
                                                      New Zealand’s first fully integrated
                                                                                                  new client acquisitions via commoditising
                                                      app store for business, where customers
                                                                                                  procurement processes;
                                                      can find, buy, manage and use Cloud-
                                                      based business apps;                      >> Deliver digital business transformation
                                                                                                  for our clients’ customers and therefore
                                                                                                  transforming the traditional customer–
                                                                                                  supplier relationship;
Page 29

Spark Digital financial result
                                                   2015            2014                      Spark.
                                                                                             Win the future.
YEAR ENDED 30 JUNE                                   $M              $M        CHANGE %

Operating revenues and other gains               1,215           1,288            (5.7)%
Operating expenses                                (841)           (889)           (5.4)%
EBITDA                                            374              399           (6.3)%

>> Improve our IT services returns through     Financial performance                         Overall operating expenses decreased
  rationalisation of existing products to      Spark Digital revenue and EBITDA declined     by $48 million, or 5.4%, to $841 million in
  fewer mostly Cloud-enabled offerings,        in FY15 due to strong competition in          FY15. Labour costs reduced by $10 million,
  creating a portfolio that competitively      telecommunications services and declines      or 4.3%, due to a combination of efficiency
  meets today’s expectations of agility,       in legacy IT services as we reposition the    improvement initiatives and the transition
  reliability and consumption-based            business to an IT and Cloud services          to the new arrangements with Telstra for
  pricing, with a clear focus on repeatable,   provider for New Zealand businesses.          our Australia customers. Other operating
  non-bespoke products;                                                                      expenses declined by $36 million, or 5.8%,
>> Broaden our Cloud product portfolio,        Spark Digital revenues decreased by           driven by cost-saving initiatives from the
  building on our market-leading hosting       $73 million, or 5.7%, to $1,215 million       Turnaround Programme and lower IT
  infrastructure services to include           for FY15, substantially due to continued      procurement volumes.
  more platform, desktop and software          decline in fixed revenues of $51 million,
  as-services, which, together with our        or 11.3%, driven by customers continuing
  Cloud aggregation and transition             to consolidate lines and moving to IP-based   “This year we launched
  capabilities and data centre and             services and price competition. Mobile
  network assets, will help position us        revenues declined by $21 million, or 9.5%,
                                                                                               Spark Digital Apps,
  as New Zealand’s leading provider            driven by competitive market pricing.           New Zealand’s first
  of hybrid Cloud solutions; and               These were partially offset by an increase      fully integrated app
                                               in IT service revenues of $18 million, or
>> Streamline sales, contracting and
                                               3.2%, substantially due to strong growth in     store for business,
  provisioning processes through new
  digital channels and automation.             Revera, partly offset by a decline in what      where customers can
                                               were core IT services. Internal revenues        find, buy, manage
                                               declined by $17 million, or 32.1%, driven
                                               by lower volumes of equipment sales.            and use Cloud-based
                                                                                               business apps.”
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