Contact Energy Annual Report 2010

Plain-text annual report

2010 2010Contents 1 2 4 6 9 22 26 39 50 Summary Performance indicators Chairman’s review Managing Director’s review Management discussion of ﬁ nancial results Company overview Governance Remuneration report Security holder information Financial contents 54 60 110 Financial statements Notes to the ﬁ nancial statements Audit report 111 Corporate directory The 2010 Annual Meeting of Contact Energy Limited shareholders will be held at the Christchurch Convention Centre, 95 Kilmore Street, Christchurch on Wednesday 27 October 2010, commencing at 10:30am [NZDST]. The Notice of Annual Meeting and shareholder voting/proxy form are provided separately to shareholders. Contact Energy Limited Annual Report 2010 1 Summary For the ﬁ nancial year ended 30 June 2010 • Portfolio inﬂ exibility in another wet year, together with rising retail costs, impacted on Contact Energy’s result for the ﬁ nancial year ended 30 June 2010, with Underlying Earnings after Tax for the ﬁ nancial year of $150 million down six per cent from $159 million for the 12 months to 30 June 2009 • Te Huka geothermal power station (23 MW) was handed over to Contact for commercial operation on 23 May 2010, under budget and ahead of schedule • Chosen as joint venture partner by the Taheke 8C and Adjoining Blocks Incorporation for the exploration and possible development of the Taheke geothermal ﬁ eld • Lodged applications for resource consents with the Environmental Protection Authority for the proposed Tauhara 2 geothermal development project in Taupo • Continued to advance plans for the Te Mihi geothermal power station (having obtained ﬁ nal resource consents in 2008) • Continued construction of the 200 MW Stratford peaker plant • Injected a further 5.2 PJ into the Ahuroa gas storage facility and continued to invest in infrastructure to enable the extraction, as well as injection of gas • Grew Contact’s time of use customer base by seven per cent • Signiﬁ cantly improved our health and safety performance, reducing our total recordable injury frequency rate by 25 per cent • Continued to advance the resource consent applications for the proposed raki and Waitahora wind farm projects (located in the Waikato and _ uru ma _ Haua southern Hawke’s Bay respectively) For more information, please visit our website at www.contactenergy.co.nz or contact: Investor Relations PO Box 10742 The Terrace Wellington 6143 Phone: 64 4 499 4001 Email: annualreport@contactenergy.co.nz 2 Contact Energy Limited Annual Report 2010 Performance indicators s n o i l l i M $ s n o i l l i M $ e r a h s r e p s t n e C s n o i l l i M $ e s a B 300 250 200 150 100 50 600 500 400 300 200 100 45 40 35 30 25 20 15 10 5 600 500 400 300 200 100 130 120 110 100 90 80 70 60 Underlying earnings for the period1 Total operating revenue 241.7 231.3 230.4 158.7 149.8 2,757 2,330 1,998 2,220 2,164 s n o i l l i M $ 3,000 2,500 2,000 1,500 1,000 500 2006A 2007B 2008B 2009B 2010B 2006 2007 2008 2009 2010 EBITDAF2 Operating cash ﬂ ow per share3 557.0 543.7 567.2 445.3 427.0 70.6 72.8 71.2 61.8 82.9 e r a h s r e p s t n e C 90 80 70 60 50 40 30 20 10 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 Underlying earnings per share1,3 Net debt/debt+equity1 40.53 38.78 38.65 26.62 25.13 23 25 25 32 29 t n e c r e P 35 30 25 20 15 10 5 2006A 2007B 2008B 2009B 2010B 2006 2007 2008 2009 2010 Capital and investment expenditure1 Underlying return on total assets1 285.2 134.9 150.7 492.1 468.7 t n e c r e P 6 5 4 3 2 1 5.3 5.0 4.8 3.2 2.9 2006 2007 2008 2009 2010 2006A 2007B 2008B 2009B 2010B CEN relative to the NZX50 Shareholder return ) e n i l ( ) E Y ( n r u t e r e v i t a l u m u C 100% 80% 60% 40% 20% 0% 5 0 / 7 0 / 1 0 5 0 / 0 1 / 1 0 6 0 / 1 0 / 1 0 6 0 / 4 0 / 1 0 6 0 / 7 0 / 1 0 6 0 / 0 1 / 1 0 7 0 / 1 0 / 1 0 7 0 / 4 0 / 1 0 7 0 / 7 0 / 1 0 7 0 / 0 1 / 1 0 8 0 / 1 0 / 1 0 8 0 / 4 0 / 1 0 8 0 / 7 0 / 1 0 8 0 / 0 1 / 1 0 9 0 / 1 0 / 1 0 9 0 / 4 0 / 1 0 9 0 / 7 0 / 1 0 9 0 / 0 1 / 1 0 0 1 / 1 0 / 1 0 0 1 / 4 0 / 1 0 0 1 / 7 0 / 1 0 CEN NZ NZX50 10.0 ) r a b ( e c i r p e r a h s E Y 8.0 6.0 4.0 2.0 0.0 2006 2007 2008 2009 2010 Contact Energy Limited Annual Report 2010 3 Generation by fuel source4 Wholesale electricity price 6,649 5,413 623 5,351 417 4,094 1,820 3,065 1,968 2,180 2,311 3,639 3,504 3,543 3,760 492 3,654 2,277 r u o h t t a w a g e M r e p $ 125 100 75 50 25 92.84 106.90 53.70 56.08 52.23 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 Hydro Geothermal Thermal Swaption Retail electricity sales4 Customer numbers (including LPG franchisees) s r u o h t t a w a g i G 14,000 12,000 10,000 8,000 6,000 4,000 2,000 10,000 s r u o h t t a w a g i G t n e c r e P e r a h s r e p s t n e C 8 6 4 2 30 25 20 15 10 5 8,000 7,450 7,650 7,877 7,703 7,674 6,000 4,000 2,000 79 49 75 51 75 54 67 58 64 515 513 520 479 477 ) s 0 0 0 ( ) s P C I ( s r e b m u n r e m o t s u C 700 600 500 400 300 200 100 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 Electricity Gas LPG Underlying return on shareholders’ equity1 Total assets1 10 9.48 8.82 8.79 4,576 4,585 4,837 5,026 5,148 5.97 5.40 s n o i l l i M $ 6,000 5,000 4,000 3,000 2,000 1,000 2006A 2007B 2008B 2009B 2010B 2006 2007 2008 2009 2010 Proﬁ t distribution and dividends per share Shareholders’ equity1 26.0 27.0 28.0 28.0 25.0 2,549 2,621 2,621 2,660 2,777 s n o i l l i M $ 3,000 2,500 2,000 1,500 1,000 500 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 Notes to the graphs Comparatives have been restated to reﬂ ect current period presentation where appropriate. • The above ﬁ nancial statistics, returns and ratios are based on Financial Statements prepared in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS). A Excludes gain on disposal of subsidiaries and change in fair value of ﬁ nancial instruments, both net of tax. B Excludes change in fair value of ﬁ nancial instruments and other signiﬁ cant one-oﬀ items both net of tax where appropriate. 1 Comparative ﬁ nancial statistics, returns and ratios have been restated due to a voluntary change in accounting policy in 2010 that has been retrospectively applied. 2 Earnings before net interest expense, income tax, depreciation, amortisation, change in fair value of ﬁ nancial instruments and other signiﬁ cant items. 3 Underlying earnings per share and operating cash ﬂ ow per share for each year have been calculated using the weighted average number of shares on issue in 2010, in order to eliminate the impact of changes in share base on these performance indicators. Comparatives have been restated as appropriate. 4 Generation by fuel source and retail electricity sales have been adjusted to reﬂ ect the change in reportable segments. Comparatives have been restated as appropriate. 4 Contact Energy Limited Annual Report 2010 Chairman’s review The ﬁ nancial year ending 30 June 2010 was not without its challenges for Contact, with wet weather hindering Contact’s performance. However, considerable progress was made during the year on the investments that will restore ﬂ exibility, the beneﬁ ts of which were beginning to be seen during the ﬁ nancial year, as well as on the future options that will deliver growth. For the ﬁ nancial year ending 30 June 2010, Contact achieved Earnings Before Net Interest Expense, Income Tax, Depreciation, Amortisation, Change in Fair Value of Financial Instruments and Other Signiﬁ cant Items (EBITDAF) of $427 million, down 4 per cent from $445 million in the 2009 ﬁ nancial year. Underlying Earnings after Tax for the year were $150 million, down 6 per cent from $159 million. Performance during the year was impacted by higher than normal rainfall, resulting in lower wholesale electricity prices, which consequentially constrained the extent to which higher gas and network costs could be recovered. The wet conditions also resulted in higher levels of hydro generation at a time when Contact was contracted to take, or pay for, relatively high volumes of gas. To mitigate the impact of surplus gas during the year, the company expedited the delivery of additional gas compression equipment to the Ahuroa underground gas storage project, which resulted in about half of the 10 petajoules of surplus gas being injected into Ahuroa. Although the company incurred about $24 million of additional gas costs due to the wet conditions, injecting gas into Ahuroa saved about $30 million during the year, which indicates how important the Ahuroa gas storage project is to Contact in re-establishing gas supply ﬂ exibility. Another project that the company initiated in 2007 to restore operational ﬂ exibility is the 200 megawatt Stratford peaker project. The project is currently commissioning and expected to be operational in the ﬁ rst half of the 2011 ﬁ nancial year. During the ﬁ nancial year Contact completed the Te Huka geothermal power station, the ﬁ rst in a series of developments that leverage the company’s position in geothermal energy. Te Huka was delivered into commercial operation on 23 May 2010, under budget, ahead of schedule and exceeding planned generation output. The company was also selected by the Taheke 8C and Adjoining Blocks Incorporation to jointly develop the Taheke geothermal project. The partnership represents a signiﬁ cant step forward for Contact in the joint development of energy resources with iwi. Distribution to shareholders The Contact Board of Directors resolved that the ﬁ nal distribution to shareholders would be the equivalent of 14.0 cents per share, resulting in a total distribution for the year of 25.0 cents per share per year, a reduction of 3.0 cents from the prior ﬁ nancial year. The 2010 distribution to shareholders reﬂ ects the company’s ﬁ nancial performance in the year in review, which was impacted primarily by wet conditions. The distribution represents a payout ratio of 100 per cent of Contact’s underlying earnings per share. Directors considered this approach prudent under the circumstances. Financial position Based on the NZD equivalent of borrowings, after foreign exchange hedging and before deferred ﬁ nancing costs, and net of short-term deposits, net debt as at 30 June 2010 was $1,347.1 million, compared with $1,124.2 million as at 30 June 2009. This is largely due to the ongoing capital expenditure associated with the three major growth projects under construction. Contact remains in good ﬁ nancial health and well positioned for the future. The company remains conservatively geared, with a net debt to net debt plus equity ratio at the end of the ﬁ nancial year of 32 per cent. The operating cash ﬂ ow for the ﬁ nancial year ended 30 June 2010 was $368 million – while this was $56 million lower than in the prior ﬁ nancial year as a result of the weather conditions, it represents a strong basis from which to fund the ongoing growth in the business. Contact Energy Limited Annual Report 2010 5 Governance There have been two changes to the Board over the year in review. In March 2010, Whaimutu Dewes joined the Board as an independent director. Whaimutu has held numerous directorships in organisations including Television New Zealand and the AMP New Zealand Advisory Board and acted as Deputy Chair of Sealord Group between 1992 and 2008. He is of Ngati Porou and Ngati Rangitihi descent. In June 2010, John Milne, one of the founding directors, retired from the Board after 15 years of service. John served the company from the time it was created as a state-owned enterprise in 1995 and over that time has made a tremendous contribution to the company’s continued success and development. John has been integral to a range of signiﬁ cant processes and achievements. Following the split up of ECNZ, John’s skills contributed greatly to bringing the relevant assets together, and ensuring the company could operate as a successful business. The Board has valued John’s impeccable recollection of the many issues that have marked the development of Contact and his status as a senior independent director has stood the company in good stead through the years. On behalf of the Board I thank John for his contribution and commitment to the company and its people, and wish him well for his future endeavours. Outlook In light of the range of market and operating uncertainties, particularly in relation to hydrology, it would be inappropriate to provide speciﬁ c quantitative guidance for the 2011 full-year performance. The 2011 ﬁ nancial year will be a year of two halves. Continuing high levels of take-or-pay gas and high hydro inﬂ ows are likely to result in the ﬁ rst half being broadly similar to the ﬁ rst half of the 2010 ﬁ nancial year. EBITDAF in the second half of the 2011 ﬁ nancial year is expected to beneﬁ t from increased operational ﬂ exibility as the Ahuroa gas storage and Stratford peaker plant are brought into commercial operation, and as take-or-pay gas levels reduce from January 2011. With the portfolio well on its way to restoring ﬂ exibility, geothermal development will become Contact’s priority generation investment. Grant King Chairman 6 Contact Energy Limited Annual Report 2010 Managing Director’s review Strategic initiatives position Contact well for the future Strategy for portfolio ﬂ exibility The ability to adjust the volume of gas to suit demand requirements is central to Contact’s ability to perform well in either wet or dry conditions. Until 2006, highly ﬂ exible Maui 367 gas supply contracts enabled Contact to reduce generation from its gas-ﬁ red stations during periods of low gas demand (during summer or high-hydro inﬂ ow periods for example) and increase gas supplies during low-hydro or high electricity demand periods. By 2007, Contact’s Maui 367 gas contracts had been replaced with signiﬁ cantly more expensive and highly inﬂ exible gas supply arrangements. To illustrate: in FY06 Contact’s gas costs were approximately $4.70 per gigajoule1 – and the amount of gas Contact required could be tailored to suit requirements. By contrast, in FY10, Contact’s gas costs were approximately $8.50 per gigajoule1 – with a requirement to take, or pay for, 52 petajoules of gas (which is appropriate for a dry year but signiﬁ cantly more gas than required for a high-hydro year). Essentially, Contact’s gas costs rose from $244 million in FY06 to $445 million per year in FY10 (on an equivalent volume basis), and the amount of gas can no longer be tailored to suit the operating environment. The combination of higher gas costs and the requirement to take, or pay for, gas – irrespective of whether the gas is needed or not – has signiﬁ cantly constrained the value of Contact’s portfolio diversity. For this reason, in 2007, Contact initiated two projects which, upon completion, will restore ﬂ exibility back into the portfolio. The development and construction of both of these projects will be complete by the end of 2010. The ﬁ rst is the Ahuroa underground gas storage project. The $170 million Ahuroa project will provide Contact with the ability to store gas in periods of low demand and to extract gas during periods of high demand. Although still in the development phase, Ahuroa made a signiﬁ cant contribution to Contact’s FY10 results by allowing Contact to inject ﬁ ve petajoules – half of the volume of gas that Contact was unable to utilise during the year but was required to pay for. The Contact team’s eﬀ orts to accelerate the development of the Ahuroa gas storage project, to enable the injection of this volume of gas during the ﬁ nancial year, saved the company tens of millions of dollars. The second project Contact initiated in 2007 is the Stratford peaker project. The $250 million fast-start power station will add to New Zealand’s security of supply by balancing weather-dependent renewables such as wind and hydro, and adding to supply during periods of peak electricity demand. The Stratford peaker is currently commissioning and is expected to be operational in November 2010. Strategy for growth Contact’s strategy for growth remains focussed on pursuing a range of options across the major fuel types – gas, geothermal, wind and hydro – that the company can execute at the right time. Geothermal developments Contact’s geothermal development team did an outstanding job in delivering the $100 million Te Huka geothermal plant (formerly known as Tauhara 1) into commercial operation in May 2010, under budget and ahead of schedule. The team is also continuing to develop the Te Mihi geothermal project (having obtained ﬁ nal resource consents in 2008), in addition to progressing the consent process for the 250 megawatt Tauhara 2 geothermal project. The Tauhara 2 consent application was lodged in February 2010 and is the ﬁ rst major energy project to be accepted under the new fast-track process managed by the Environmental Protection Authority. A decision on the application is due in early 2011. 1 Including transmission costs Contact Energy Limited Annual Report 2010 7 Another accomplishment in FY10 was the Taheke 8C and Adjoining Blocks Incorporation (Taheke Inc) selecting Contact to be its joint development partner for the Taheke geothermal project. We are excited to be partnering with Taheke Inc and are looking forward to commencing exploration drilling this year. Wind, hydro and gas developments In addition to the array of geothermal projects the company is developing, Contact is continuing to advance the _ _ raki and Waitahora wind farm projects (located in north-west uru ma resource consent applications for the Haua Waikato and southern Hawke’s Bay respectively). Also, Contact is continuing to engage with community groups on potential hydro projects on the Clutha River, and is investigating several North Island sites for new gas-ﬁ red generation projects. Our people Safety Contact made good progress in its health and safety performance, reducing the total recordable injury frequency rate for staﬀ and contractors by 25 per cent in FY10. Safety is Contact’s highest priority and during FY10 Contact invested in systems and training to foster the company’s safety culture in order to progress toward our aspiration of zero harm. Enterprise Transformation programme Contact is currently implementing new systems to support the business’s ﬁ nancial, generation and asset management, and retail functions, in a project known as Enterprise Transformation. The ﬁ rst wave of Enterprise Transformation is on track to be delivered later in 2010, with subsequent waves (for asset management and retail) rolling out in 2011 and 2012. Our customers Retail competition continued to intensify during the year, with the number of customers switching retailers increasing from an average of 20,000 per month in July 2009 to around 25,000 per month in July 2010. During FY10, Contact grew its larger commercial and industrial (time of use) customer volumes – which were up seven per cent on the previous year – while maintaining residential customers, despite the competitive intensity and rising prices. Our communities One of our biggest achievements this year was the opening of the Te Huka geothermal power station. We celebrated the launch with the unveiling of a pou Te Huka, a sculpture and guardian carved by local master carver Delani Brown. Delani also carved the waharoa, a nine metre high entranceway, gifted by Contact to the community in November 2009 to celebrate 50 years of geothermal energy generation at Wairakei power station. The waharoa provides a symbolic new landmark for Taupo and a tangible link between Contact and all local community interests. It is located in front of the cenotaph on Tongariro Street, Taupo. 8 Contact Energy Limited Annual Report 2010 Conclusion Over the coming ﬁ nancial year, the beneﬁ ts of the strategy we initiated in 2007 will start to be realised, particularly through the completion of the Stratford peaker and Ahuroa gas storage projects. We are also looking forward to favourable decisions on major new resource consent applications – which form the basis of the company’s future growth. With the ﬁ rst elements of our strategy coming to fruition, we are entering a new phase of development. I look forward to engaging with our people, our customers, the communities with which we’re involved and Contact’s many other stakeholders to ensure we meet the challenges of the years ahead. David Baldwin Managing Director Contact Energy Limited Annual Report 2010 9 Management discussion of ﬁ nancial results for the twelve-month period ended 30 June 2010 Financial results to 30 June 2010 Key ﬁ nancial information 12 months ended 30 June 2010 $ million 12 months ended 30 June 2009 $ million $ million Variance Operating revenue and other income Operating expenses (1) EBITDAF (2) Depreciation and amortisation Equity accounted earnings of associates Change in fair value of ﬁ nancial instruments Removal of New Plymouth asbestos and related costs Impairment of Gasbridge assets Retail transaction processing outsourcing costs Earnings Before Net Interest Expense and Income Tax (EBIT) Net interest expense Income tax expense Proﬁ t for the period Underlying earnings after tax (3) Shareholders’ equity 2,164.4 (1,737.4) 427.0 (161.9) 3.3 4.5 (5.6) – (3.3) 264.0 (56.0) (53.3) 154.7 149.8 2,220.1 (1,774.8) 445.3 (165.9) 3.6 (57.5) – (2.8) – 222.7 (62.7) (44.4) 115.6 158.7 (55.7) 37.4 (18.3) 4.0 (0.3) 62.0 (5.6) 2.8 (3.3) 41.3 6.7 (8.9) 39.1 (8.9) 2,776.8 2,659.6 117.2 % (3%) 2% (4%) 2% (8%) (108%) – – – 19% 11% (20%) 34% (6%) 4% 1 Includes electricity purchases. 2 Earnings before net interest expense, income tax, depreciation, amortisation, change in fair value of ﬁ nancial instruments and other signiﬁ cant items. 3 Underlying earnings after tax removes signiﬁ cant one-oﬀ items and the non cash change in fair value of ﬁ nancial instruments. EBITDAF For the year ending 30 June 2010 (‘FY10’), Contact’s Earnings Before Net Interest Expense, Income Tax, Depreciation, Amortisation, Change in Fair Value of Financial Instruments and Other Signiﬁ cant Items (EBITDAF) was $427 million, $18 million (four per cent) lower than the prior corresponding period (‘FY09’). FY10 was, in many respects, not dissimilar to FY09. Both years were impacted by weather conditions and increasing retail competition. However, FY10 did not see the signiﬁ cant constraints aﬀ ecting the operation of the Cook Strait cable that materially impacted Contact’s ﬁ nancial performance in the ﬁ rst half of FY09. The wet conditions, which characterised the second, third and fourth quarters of FY09, were prevalent across the majority of FY10. As a result, FY10 commenced with above-mean hydro storage levels, which then continued to be above mean through most of the ﬁ nancial year. High hydro inﬂ ows can result in periods of low wholesale electricity prices, making it uneconomic to convert take-or-pay gas into electricity in Contact’s combined-cycle gas-ﬁ red power stations. In FY10, Contact was obligated to take or pay for 52 petajoules (PJ) of gas (approximately 5 PJ higher than FY09). 58 per cent (30 PJ) of that volume was used in generation, 12 per cent (4 PJ) less than FY09. This was due, in part, to the relatively high hydro inﬂ ows, and in part because of an extended outage at the Otahuhu B combined-cycle gas-ﬁ red plant from December 2009 through March 2010. A further 23 per cent (12 PJ) was sold to Contact’s residential, commercial and industrial gas customers during the year. 10 Contact Energy Limited Annual Report 2010 Contact was able to expedite the delivery of gas compression equipment to the company’s Ahuroa gas storage project to enable 5 PJ of the remaining 10 PJ take-or-pay commitment to be injected into the Ahuroa gas reservoir. A further 1.5 PJ were sold to an industrial customer and the remainder was not uplifted. The costs associated with take-or-pay gas (gas paid for and not taken, and the loss on the 1.5 PJ sale to an industrial customer), and the lower capacity factors of Contact’s combined-cycle gas-ﬁ red stations, contributed toward ﬁ ve per cent higher unit generation operating costs relative to FY09. Underlying increases in generation costs (particularly gas and maintenance costs of combined-cycle gas plants) were, to a large extent, mitigated by an increase in the proportion of Contact’s renewable generation in FY10. Renewables (geothermal and hydro) contributed 60 per cent of total generation volume in FY10, up from 55 per cent in FY09. As discussed earlier, high inﬂ ows and surplus fuel resulted in periods of low wholesale electricity prices during FY10. The average wholesale electricity price during FY10 was $52 per megawatt hour (MWh), compared with $56 per MWh in FY09 and $107 per MWh in FY08 (which was a drier than average year). It was encouraging to note, however, that wholesale prices from November 2009 through February 2010 were higher than the prior corresponding period, even though hydro storage levels were higher than they were the prior year. This suggests that the electricity market is adjusting to reﬂ ect the costs and the role of thermal generation in balancing weather dependent renewables such as hydro and wind. However, it is also clear that the market has yet to fully reﬂ ect the costs associated with thermal generation’s role of providing security of supply in a predominantly renewable system. Wholesale price volatility impacts the contribution from Contact’s exposed (unhedged) generation. The six per cent decrease in average prices for the exposed generation relative to FY09 was more than oﬀ set by a 32 per cent increase in exposed generation volumes. The $40 million contribution to EBITDAF from exposed generation, while 25 per cent higher than FY09, was about 60 per cent of a mean hydro year contribution. The predominately wet conditions through the year negatively impacted Contact’s FY10 EBITDAF by at least $30 million. Retail competition intensiﬁ ed across the country during the year, with national churn increasing from an average of approximately 20,000 customers per month in July 2009 to approximately 25,000 customers per month in July 2010. While Contact largely maintained its customer numbers over the year, this did not come without higher costs. Higher churn results in higher costs to retain and acquire customers, and increased customer debt write-oﬀ s due to some customers switching away without paying their ﬁ nal bill. Network costs were $27 million (six per cent) higher than FY09, and, as mentioned earlier, energy costs were also higher. The intensity of the competition during FY10 constrained the extent to which these higher retail costs could be passed on to consumers. Of the $48 million increase in retail costs, only $18 million (38 per cent) was passed on to consumers through tariﬀ increases. As a consequence, retail margins contracted from ﬁ ve per cent in FY09 to two per cent in FY10. Retail margins are unsustainably low for the degree of risk electricity retailers are required to take. August 2008 clearly illustrated how events, such as extreme weather and transmission constraints, can combine to materially impact the ﬁ nancial performance of energy retailers. While the winter and spring events of 2008/09 were, in part, due to extreme weather, retailers continue to be exposed to location and price risks arising from events such as capacity constraints on the national transmission grid, the narrowing of capacity reserve margins, and the increasingly ‘peaky’ demand for electricity. Retail prices will need to continue to rise to reﬂ ect increasing costs and risks. Wholesale and retail gas and LPG sales contributed $40 million EBITDAF in FY10, up $7 million relative to FY09 due to an improvement in margins. Contact Energy Limited Annual Report 2010 11 Depreciation Depreciation expense decreased by $4 million or two per cent. The key movements largely reﬂ ect the impact of the periodic review of asset lives for Contact’s ﬁ xed assets. Change in fair value of ﬁ nancial instruments The reported proﬁ t for FY09 was negatively aﬀ ected by a non-cash pre-tax movement of $57.5 million in ﬁ nancial instruments. In the period ended 30 June 2010 a positive pre-tax adjustment of $4.5 million has been made for the movement in ﬁ nancial instruments. Interest expense Net interest expense for the period reduced by $6.7 million or 11 per cent to $56.0 million for FY10. While the total net debt increased to $1.35 billion from $1.12 billion as at 30 June 2009, interest costs were lower primarily due to the fact that interest on strategic initiatives, such as the Stratford peaker project, the Te Huka geothermal project and the Ahuroa gas storage project is capitalised until construction is completed. In FY10, $48.2 million of interest has been capitalised compared with $21.5 million in FY09. Income tax expense Income tax expense for FY10 was $53.3 million, up $8.9 million on FY09. This is due to the proﬁ t before tax for FY10 of $208.0 million being 30 per cent higher than the $160.1 million reported for the prior ﬁ nancial year as a result of: • • a $62.0 million pre-tax positive movement in the value of ﬁ nancial instruments; changes arising from the recent tax legislation impacting the deferred tax liability ($7.9 million) composed of: – – a reduction of $42.7 million: The corporate income tax rate changes from 30 per cent to 28 per cent from 1 July 2011. As a result, the portion of the deferred tax liability/asset held at 30 June 2010 that will not crystallise until after 1 July 2011 has been restated to 28 per cent. The restated tax predominantly relates to deferred tax on property, plant and equipment; and an increase of $34.8 million: Tax depreciation on buildings with an estimated useful life of 50 years or more can no longer be claimed from 1 July 2011. This has resulted in an increased deferred tax liability on buildings, reﬂ ecting the future income tax payable on the use of the buildings against which no tax deduction is now available. Reported proﬁ t NZ$ millions EBITDAF Depreciation and amortisation Equity accounted earnings of associates Change in fair value of ﬁ nancial instruments Removal of New Plymouth asbestos and related costs Impairment of Gasbridge assets Retail transaction processing outsourcing costs Net interest expense Income tax expense Proﬁ t for the period 12 months ended 1 July 2010 12 months ended 1 July 2009 Variance $ million 427 (162) 3 5 (6) – (3) (56) (53) 155 445 (166) 4 (57) – (3) – (63) (44) 116 (18) 4 (1) 62 (6) 3 (3) 7 (9) 39 % (4%) 2% (25%) 109% – 100% – 11% (20%) 34% 12 Contact Energy Limited Annual Report 2010 In addition to the items inﬂ uencing reported proﬁ t discussed above, there were two signiﬁ cant one-oﬀ items, being an increase in the provision related to asbestos removal at the New Plymouth site of $5.6 million (pre-tax), and a provision related to the costs of restructuring Contact’s back oﬃ ce retail functions that are being outsourced co-incident with Contact’s Enterprise Transformation project for retail operations of $3.3 million (pre-tax). On a net basis, proﬁ t for FY10 was $155 million, up $39 million (34 per cent) compared with FY09, primarily due to the change in the fair value of ﬁ nancial instruments. Underlying earnings after tax Underlying earnings after tax adjusts reported proﬁ t for signiﬁ cant one-oﬀ items and the non-cash change in the fair value of ﬁ nancial instruments. In FY10, notable adjustments were for the impact of the recent budget tax changes, the New Plymouth asbestos related costs, and retail back oﬃ ce outsourcing costs. Underlying earnings after tax for FY10 were $150 million, down $9 million (six per cent) from the prior year. This reduction is primarily due to the $18 million reduction in EBITDAF partially oﬀ set by an $11 million reduction in depreciation and interest cost. NZ$ millions 12 months ended 30 June 2010 12 months ended 30 June 2009 Variance $ million Proﬁ t for the year 155 116 Removal of New Plymouth asbestos and related costs (after tax) Impairment of Gasbridge assets Retail transaction processing outsourcing costs (after tax) Change in fair value of ﬁ nancial instruments (after tax) Change in corporate income tax rate Removal of tax depreciation on buildings Underlying earnings after tax 4 – 2 (3) (43) 35 150 – 3 – 40 – – 159 39 4 (3) 2 (43) (43) 35 (9) % 34% – (100%) – (108%) – – (6%) Distributions to shareholders The Contact Board of Directors resolved that the ﬁ nal distribution to shareholders would be the equivalent of 14 cents per share, resulting in a total distribution of 25 cents per share, a reduction of three cents from the prior ﬁ nancial year. The 2010 distribution to shareholders reﬂ ects the ﬁ nancial performance of the ﬁ nancial year in review, which was impacted primarily by wet conditions. The possibility that the distribution might be adjusted if hydrology (among other things) continued to impact Contact’s performance in the near-to-medium term was signalled in August 2009 and February 2010. The distribution represents a payout ratio of 100 per cent of Contact’s underlying earnings per share. The distribution will be made via a non-taxable bonus issue under Contact’s Proﬁ t Distribution Plan (PDP). Financial performance and liquidity Based on the New Zealand dollar (NZD) equivalent of borrowings, after foreign exchange hedging and before deferred ﬁ nancing costs, and net of short-term deposits, net debt as at 30 June 2010 was $1,347.1 million, compared with $1,124.2 million as at 30 June 2009. This is largely due to the ongoing capital expenditure associated with the three major growth projects under construction. Existing term debt is comprised of US$330 million (NZ$587.3 million notional equivalent) of various maturities, $550 million of ﬁ xed rate retail bonds and $100 million of ﬁ xed rate wholesale bonds, which mature in May 2014 and April 2017 respectively. Contact has additional liquidity available from $520 million of committed bank facilities, of which $106 million was drawn at 30 June 2010. Contact Energy Limited Annual Report 2010 13 Capital expenditure and investments Contact’s capital expenditure and investments for FY10 was $468.7 million (including capitalised interest). Of this, $75.6 million was ‘stay in business’ and $393.1 million was growth capital expenditure (including investment in gas storage). This compares with $106.5 million and $385.6 million respectively for FY09. The decrease in the stay in business capital expenditure is mainly due to the fact that FY09 included costs associated with the scheduled major overhaul at Otahuhu B combined cycle power station. While there were also signiﬁ cant outages associated with thermal plant in FY10, the impact on stay in business capital expenditure was signiﬁ cantly less than the extended planned outage in FY09. The capital expenditure in growth projects reﬂ ects the ongoing activities associated with Contact’s new projects including the completed Te Huka geothermal project, the Ahuroa gas storage and the Stratford peaker projects. Outlook In light of the range of market and operating uncertainties, particularly in relation to hydrology, it would be inappropriate to provide speciﬁ c quantitative guidance for the 2011 full-year performance. Near-term forecasts suggest a continuation of relatively high hydro inﬂ ows which, when coupled with Contact’s CAL2010 relatively high take-or-pay gas obligations, are expected to result in ﬁ rst half EBITDAF being broadly similar to the ﬁ rst half of FY10. EBITDAF in the second half of FY11 is expected to beneﬁ t from increased operational ﬂ exibility as the Ahuroa gas storage and Stratford peaker plant are brought into commercial operation, and as take-or-pay gas levels reduce from the beginning of CAL2011. Overview of performance for the period Electricity market conditions The average wholesale electricity price for FY10 was $52 per MWh compared with $56 per MWh for FY09. While FY10 did not have the extremes of hydrology experienced in FY09, conditions were very similar, with periods of high hydrology leading to relatively low prices on average. 1H 500 400 300 200 100 ) h W M / $ ( e c i r P FY10 began with wet conditions FY09 began with dry conditions 2H High inﬂ ows in both FY09 and FY10 resulting in lower prices 5,000 4,000 3,000 2,000 1,000 ) h W G ( e g a r o t S 9 0 l u J 9 0 g u A 9 0 p e S 9 0 t c O 9 0 v o N 9 0 c e D 0 1 n a J 0 1 b e F 0 1 r a M 0 1 r p A 0 1 y a M 0 1 n u J National storage FY10 National storage FY09 National mean storage North Island prices FY10 North Island prices FY09 14 Contact Energy Limited Annual Report 2010 Change to reported segments Historically, Contact reported ﬁ nancial results based on the retail and generation segments. To improve the quality of ﬁ nancial reporting, Contact has now established the following two segments: • Electricity (retail and generation) • Other (retail and wholesale gas, LPG and meters) Adopting an ‘Electricity’ segment better reﬂ ects the integrated nature of Contact’s business and removes the volatility in the prior segment results caused by wholesale price movements. Conceptually, the Electricity segment is reﬂ ected in the chart below. Thermal Exposed generation Unhedged volume Unit generation operating cost Average wholesale price CfD volume n o i t a r e n e G Hydro Hedged generation Retail volume Unit generation operating cost Energy transfer price Geothermal TOU volume Retail Residential/SME volume Energy purchase price Line losses Location factor (LWAP/GWAP) Network costs Cost to serve Average sales price Retail margin Total sales volume The chart illustrates the way Contact’s generation is sold through two primary channels to market: the ‘hedged’ channel and the ‘exposed’ (unhedged) channel. The majority of Hedged generation is ‘sold’ (by internal transfer price) to Contact’s retail markets and on to time-of-use sales and residential customers. The balance of Hedged generation is sold to industrial customers through wholesale (CfD) sales. Exposed generation volumes are sold into the wholesale electricity market. Consequentially, EBITDAF from the Electricity segment is the aggregate of the contributions from Hedged generation, Exposed generation and Retail. Contact Energy Limited Annual Report 2010 15 Segment results The operational performance data for FY10 (FY09 in parentheses) is provided in the chart below, and in the table on the following page. Thermal 4,146 GWh (4,511) (including swaption) Exposed generation Unhedged volume: 1,379 GWh (1,046) Unit generation operating cost: $29.2/MWh (30.8) Average wholesale price: $58/MWh (62) CfD volume: 845 GWh (1,116) Hydro 3,760 GWh (3,543) Hedged generation Retail volume: 7,959 GWh (8,203) Energy transfer price: $80/MWh (76) Unit generation operating cost: $47.0/MWh (44.6) (including LTMA costs: $54.2/MWh (50.1)) TOU volume 2,999 GWh (2,808) Retail Residential/SME volume: 4,675 GWh (4,895) Geothermal 2,277 GWh (2,311) Energy purchase price: $80/MWh (76) Line losses: 3.7% (6.5) Location factor (LWAP/GWAP): 109% (109) Network costs: $62/MWh (59) Cost to serve: $15/MWh (14) Average sales price: $170/MWh (167) Retail margin: 2% (5%) Total sales volume: 7,674 GWh (7,703) h W G 3 8 1 0 1 , : n o i t a r e n e G 16 Contact Energy Limited Annual Report 2010 Electricity segment Wholesale electricity revenue Retail electricity revenue Steam revenue Total electricity revenue Electricity purchases Electricity transmission, distribution and levies Gas purchases and transmission Meter lease internal charge (1) Labour costs and other operating expenses Total operating expenses EBITDAF Depreciation and amortisation Segment result Average wholesale electricity price ($ per MWh) (2) Cost of exposed generation ($ per MWh) Cost of hedged generation ($ per MWh) Hedged generation margin ($ per MWh) Gas used in internal generation (PJ) Swaption generation – hedged (GWh) Swaption generation – exposed (GWh) Thermal generation – hedged (GWh) Thermal generation – exposed (GWh) Geothermal generation (GWh) Hydro generation (GWh) Total generation including swaption (GWh) Average electricity purchase price ($ per MWh) (2) Retail electricity purchases (GWh) Generation – exposed (GWh) Contracts for Diﬀ erences (CfD) sales (GWh) Retail electricity sales (GWh) Electricity customer numbers 12 months ended 30 June 2010 $ million 12 months ended 30 June 2009 $ million Variance $ million 539.4 1,301.9 17.9 1,859.2 (480.8) (509.7) (265.0) (29.0) (187.3) 594.3 1,284.5 12.9 1,891.7 (528.9) (492.5) (253.7) (29.0) (174.6) (1,471.8) (1,478.7) 387.4 (153.3) 234.1 $52.23 ($29.15) ($46.97) $36.13 29.5 – 492 2,767 887 2,277 3,760 10,183 ($58.95) 7,959 1,379 845 7,674 413.0 (153.8) 259.2 $56.08 ($30.76) ($44.61) $34.47 33.4 116 301 3,349 745 2,311 3,543 10,365 ($65.79) 8,203 1,046 1,116 7,703 (54.9) 17.4 5.0 (32.5) 48.1 (17.2) (11.3) – (12.7) 6.9 (25.6) 0.5 (25.1) ($3.85) $1.61 ($2.36) $1.66 (3.9) (116) 191 (582) 142 (34) 217 (182) $6.84 (244) 333 (271) (30) 477,000 479,000 (2,000) % (9%) 1% 39% (2%) 9% (3%) (4%) 0% (7%) 0% (6%) 0% (10%) (7%) 5% (5%) 5% (12%) (100%) 63% (17%) 19% (1%) 6% (2%) 10% (3%) 32% (24%) (0%) (0%) 1 Inter-segment meter lease internal charge of $29.0 million is eliminated upon consolidation of the two segments. 2 This price excludes Contracts for Diﬀ erences (CfD). Contact Energy Limited Annual Report 2010 17 Generation Contact’s thermal generation in FY10 was 3,654 GWh, 440 GWh lower than the prior ﬁ nancial year. This was largely due to extended outages at both the Otahuhu B and TCC power stations to carry out necessary maintenance. Contact’s geothermal generation decreased one per cent or 34 GWh in FY10 to 2,277 GWh. While steam was available, delays connecting some wells to the plant limited the ability of the plant to operate at full capacity at certain times. Contact’s hydro generation at 3,760 GWh was 217 GWh more than in FY09. In FY10 the volumes used by hedged customers reduced by 515 GWh to 8,804 GWh, largely due to a reduction in volumes sold through contracts for diﬀ erence. The hedged generation earned $80 per MWh compared with $76 per MWh in the prior ﬁ nancial year. The average operating cost of the hedged generation was $47 per MWh, up ﬁ ve per cent on the prior ﬁ nancial year. The increase in revenue largely oﬀ set this increase in cost and accordingly the contribution from hedged generation was relatively ﬂ at between the periods. The exposed generation increased by 333 GWh to 1,379 GWh in FY10. The average price earned by the exposed generation was $58 per MWh, compared with $62 per MWh in FY09. Due to the increase in volume and a ﬁ ve per cent reduction in the costs of exposed generation, the contribution from the exposed generation increased by about $7 million. Gas costs One of the key costs for generation is natural gas. Gas purchases for use in generation increased by four per cent or $11.3 million. However, the average unit cost of gas has increased by 18 per cent from $7.60 per gigajoule (GJ) to $9.00 per GJ. As a consequence of the hydrological conditions Contact was unable to uplift 3.2 PJ of gas and therefore incurred a ﬁ nancial penalty. This cost has been allocated to the Electricity segment and added 66c per GJ to the cost of gas for generation. In addition, Contact made short-term gas sales of 1.5 PJ in order to minimise the take or pay cost. The diﬀ erence between the purchase price of that gas and its sale price has been allocated to the Electricity segment. This impact of Contact’s take-or-pay gas ‘length’ in FY10 was $24 million ($19.5 million related to gas not taken, and $4.7 million for the short-term gas sales). Gas use in generation ) J P ( e m u l o V 40 30 20 10 0 $9.00 29.5 FY10 12 9 6 3 0 J G / $ $7.60 33.4 FY09 Financial year Gas use in generation (PJ) Average cost per GJ for generation (including ToP and transmission) 18 Contact Energy Limited Annual Report 2010 Retail The contribution from electricity retail was $30 million lower than in FY09. This was due to: • • • • network costs increasing by $27 million or six per cent compared with the prior ﬁ nancial year; energy costs increasing by two per cent with the transfer price from hedged generation increasing from $76 per MWh to $80 per MWh; other retail costs up by $7 million – due mainly to a $4 million increase in cost to acquire or retain customers and a $6 million increase in bad debt write-oﬀ s (partially oﬀ set by a $3 million positive impact of provisions); average tariﬀ s increasing by only two per cent due to retail market competition constraining the ability to move tariﬀ s to more appropriate levels. Total retail sales in FY10 were 7,674 GWh compared with 7,703 GWh in FY09. The sales volume to the time of use segment (large commercial and industrials) increased by seven per cent, reﬂ ecting the success Contact has had in that segment of the market. Mass market volumes reduced by ﬁ ve per cent, with most of the reduction coming from the South Island. Retail competition was intense in FY10 with churn across the industry averaging around 17 per cent. s r e m o t s u C 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 Historic electricity market churn per month 26,134 20,085 13,403 13,233 15,287 16,002 FY05 FY06 FY07 FY08 FY09 FY10 Churn per month 12 month rolling average Note: Data labels indicate average monthly churn for the ﬁ nancial year. Contact Energy Limited Annual Report 2010 19 At 30 June 2010, Contact had 477,000 retail electricity customers compared with 478,000 as at 31 December 2009 and 479,000 as at 30 June 2009. The chart below illustrates that most of the reduction in demand has been from the South Island and predominantly in the mass market. Load split by customer type and island (sales) 10,000 h W G 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 2,348 883 2,327 2,116 FY10 NI time of use SI time of use NI mass market SI mass market 2,526 1,046 2,369 1,762 FY09 20 Contact Energy Limited Annual Report 2010 Other segment The Other segment comprises Contact’s retail and wholesale gas, LPG and meters. Other segment Wholesale gas revenue Retail gas revenue LPG revenue Meter leases revenue Meter leases revenue – internal (1) Other revenue Total Other segment revenue Gas purchases and transmission LPG purchases Meter lease costs Market levies Labour costs and other operating expenses 12 months ended 30 June 2010 $ million 12 months ended 30 June 2009 $ million Variance $ million 75.4 78.0 130.3 11.8 29.0 9.7 334.2 (131.7) (99.2) (21.0) (1.7) (41.0) 72.7 81.9 153.8 10.3 29.0 9.7 357.4 (145.9) (116.8) (20.2) (2.0) (40.2) 2.7 (3.9) (23.5) 1.5 – – (23.2) 14.2 17.6 (0.8) 0.3 (0.8) 30.5 7.3 3.5 10.8 (0.4) (0.7) (6,755) (3,000) 4,300 % 4% (5%) (15%) 15% 0% 0% (6%) 10% 15% (4%) 15% (2%) 9% 23% 29% 53% (4%) (18%) (9%) (4%) 8% Total operating expenses (294.6) (325.1) EBITDAF Depreciation Segment result Gas sales wholesale customers (PJ) Gas sales retail customers (PJ) Gas sales LPG customers (tonnes) Gas customer numbers LPG customer numbers (including franchisees) 39.6 (8.6) 31.0 10.7 3.2 70,327 64,000 58,000 32.3 (12.1) 20.2 11.1 3.9 77,082 67,000 53,700 1 Inter-segment internal meter leases revenue of $29.0 million is eliminated upon consolidation of the two segments. Contact Energy Limited Annual Report 2010 21 The EBITDAF from the Other segment increased by $7.3 million or 23 per cent in FY10. Other contribution Units FY10A FY09A $ million % Variance Volumes Wholesale gas Retail gas LPG Contribution Wholesale gas Retail gas LPG Meters Other Other EBITDAF PJ PJ T 10.7 3.2 11.1 3.9 (0.4) (0.7) 70,327 77,082 (6,755) $ million $ million $ million $ million $ million $ million (2.0) 5.3 8.0 18.7 9.6 39.6 (12.1) 2.8 14.1 17.8 9.7 32.3 10.1 2.5 (6.1) 0.9 (0.1) 7.3 (4%) (18%) (9%) 83% 89% (43%) 5% (1%) 23% Contact’s gas revenue from wholesale customers increased by $2.7 million to $75.4 million in FY10. The volume sold was 10.7 PJ compared with 11.1 PJ in FY09. Approximately 1.5 PJ of this was by way of short term sales at a discount to the purchase price of the gas in order to monetise gas that Contact could not inject into gas storage or use in generation. In the Other segment this sale is reﬂ ected as a sale at nil contribution, with the loss on sale allocated to the Electricity segment. Accordingly the average cost of gas (excluding transmission) for wholesale gas sales was $6.27 per GJ compared with $6.47 per GJ in the prior ﬁ nancial year. The average sales price for wholesale gas sales was $6.15 per GJ compared with $5.55 per GJ in FY09. This improvement in margin is a key driver in the improvement in the Other segment EBITDAF performance. The other key improvement was, in the retail gas contribution where retail gas revenue decreased by $3.9 million but the contribution increased by $2.5 million, reﬂ ecting an increase in the average sales price of $3.34 per GJ while the average cost of gas for retail increased by $1.17 per GJ (including gas transmission). As at 30 June 2010 Contact had 64,000 gas customers compared with 65,000 as at 31 December 2009, and 67,000 as at 30 June 2009. Revenue from LPG sales reduced by 15 per cent to $130.3 million in FY10. The LPG cost of goods sold declined by 15 per cent to $99.2 million. This was driven by: • • a seven per cent decrease in the cost of LPG from $1,498 per tonne to $1,399 per tonne; and a decrease in LPG volume by nine per cent to 70,327 tonnes, reﬂ ecting a drop in the overall market for LPG due to fuel switching by some customers. LPG margins have dropped due to the fact that the average sales price has decreased by $145 per tonne while the cost of LPG has only decreased by $99 per tonne. This reﬂ ects the change in the supply position in New Zealand as more domestic production has resulted in an excess supply for certain periods. This margin reduction resulted in a drop in the contribution from LPG by $6 million in FY10. 22 Contact Energy Limited Annual Report 2010 Company overview Contact Energy is one of New Zealand’s leading publicly listed companies, with around 81,000 shareholders, a national staﬀ of about 1,050 and the ability to supply electricity and gas products across New Zealand. Retail Contact Energy has approximately: • 477,000 retail electricity customers, • 64,000 reticulated natural gas customers, • 58,000 LPG customers. Generation • Contact owns and operates 10 power stations across the North and South Islands. • • • In FY10, these power stations provided around 25 per cent of New Zealand’s total electricity generation. Contact is also contracted to operate the Crown-owned reserve generation plant at Whirinaki in Hawke’s Bay and holds a minority interest in the Oakey power station in Australia. Contact is currently constructing a 200 MW gas-ﬁ red peaking power station and the country’s ﬁ rst underground natural gas storage facility near Stratford. • Contact has recently completed a 23 MW geothermal binary power station, Te Huka, in Taupo. • Contact continues to advance development options across a range of fuel options, including thermal, geothermal, wind and hydro. Otahuhu B – combined-cycle gas turbine, 400 MW Commissioned in 1999, the Otahuhu B power station is a high-eﬃ ciency combined-cycle gas-ﬁ red power station. Located in South Auckland, Otahuhu B provides electricity directly into the country’s largest load centre. Otahuhu A Commissioned in 1968, this gas-ﬁ red power station provides reactive power, which supports the stable operation of the electricity transmission system. Te Rapa – cogeneration, 44 MW Commissioned in 1999, the Te Rapa cogeneration plant is eﬃ cient, using natural gas to generate steam and electricity for Fonterra’s Te Rapa factory, with surplus electricity being exported into the electricity network. Ohaaki – geothermal, 105 MW (currently operating at 65 MW) Commissioned in 1989, the Ohaaki geothermal power station is currently producing around 65 MW of electricity. Wairakei – geothermal, 157 MW plus 15 MW binary plant Commissioned in 1958, the Wairakei geothermal power station marked its 50th anniversary in FY09. Poihipi Road – geothermal, 55 MW Purchased by Contact in 2000, the Poihipi Road power station draws its steam from the Wairakei steamﬁ eld. Te Huka – geothermal, 23 MW Commissioned in 2010, Te Huka draws its steam from the Tauhara steamﬁ eld. Contact Energy Limited Annual Report 2010 23 Taranaki – combined-cycle gas turbine, 377 MW Commissioned in 1998 and upgraded during 2008, the Taranaki power station is a high eﬃ ciency combined cycle gas-ﬁ red plant. Clyde – hydro, 432 MW Commissioned in 1992, the Clyde dam on the Clutha River in Central Otago is the largest concrete gravity dam in New Zealand, generating electricity from four large generator turbines. Roxburgh – hydro, 320 MW Commissioned in 1956, the Roxburgh dam was the ﬁ rst large-scale hydro dam on the Clutha River. Oakey – distillate/gas-ﬁ red peaking station, 282 MW Commissioned in February 2000, Contact owns 25 per cent of this peaking power station, based in Queensland, Australia. Contact is also the operator of this station. Whirinaki – distillate-ﬁ red peaking station, 155 MW Contact operates the Whirinaki peaking station on behalf of the Crown. Contact owns the land upon which the power station is located in Hawke’s Bay. 24 Contact Energy Limited Annual Report 2010 National overview Contact is one of New Zealand’s largest publicly tact is one of New Zealand’s largest publicly d companies, with the ability to supply listed companies, with the ability to supply tricity and gas products across the country. electricity and gas products across the country. have reticulated natural gas customers across We have reticulated natural gas customers across h of the North Island, reticulated LPG customers much of the North Island, reticulated LPG customers hristchurch, Queenstown and Wanaka, and we in Christchurch, Queenstown and Wanaka, and we ply bottled and automotive LPG nationwide. supply bottled and automotive LPG nationwide. Otahuhu A reactive power Otahuhu B combined-cycle gas turbine 400 MW Auckland Sales Team Ohaaki geothermal 105 MW (currently operating at 65 MW) Te Rapa cogeneration 44 MW Poihipi geothermal 55 MW Wairakei geothermal 157 MW and 15 MW binary plant Site of decommissioned New Plymouth power station Taranaki combined-cycle gas turbine 377 MW Te Huka geothermal 23 MW Levin Call Centre Lower Hutt/Petone Retail Services Centre LPG Distribution Wellington Contact Head Oﬃ ce Queenstown/Wanaka LPG Sales and Distribution Reticulated LPG networks Christchurch LPG Sales and Distribution Reticulated LPG networks Clyde Clutha River hydro 432 MW Roxburgh Clutha River hydro 320 MW Dunedin Call Centre LPG Sales and Distribution Existing power stations Oﬃ ces Invercargill LPG Sales and Distribution Contact Energy Limited Annual Report 2010 25 Hau-auru m-a raki wind farm 507 MW (in development) Te Mihi geothermal 220 MW (in development) New Plymouth site (available for redevelopment) Taranaki combined-cycle gas turbine 500 MW (consented) Stratford peaker gas-ﬁ red power station 200 MW (in construction) Ahuroa gas storage facility (in construction) Otahuhu C site combined-cycle gas turbine 400 MW (consented) Taheke 8C and Adjoining Blocks Inc. geothermal joint venture (exploration) Tauhara geothermal stage two 250 MW (in development) Waitahora wind farm 156 MW (in development) Hawea gates hydro 17 MW (in development) Upper/Lower Clutha River hydro 200–400 MW (in development) Strategic initiatives - projects in development and other potential options 26 Contact Energy Limited Annual Report 2010 Governance Contact Energy Limited is a limited liability company registered under the New Zealand Companies Act 1993. Contact’s company registration number is 660760. The company is listed on, and its shares are quoted on, the New Zealand Stock Market (NZSX), and has retail bonds listed on the New Zealand Debt Market (NZDX). The company’s listing is under the trading code ‘CEN’. Contact’s Constitution is available on the company’s website. Contact is required to seek shareholder approval to amend its Constitution at the 2010 Annual Meeting in order to reﬂ ect changes to the NZSX Listing Rules. Details about the proposed new Constitution are set out in the Notice of Annual Meeting and a copy, marked up to show the changes, is available on the company’s website or on request. Distribution Policy Contact’s Distribution Policy is to maintain or grow distributions on a year-to-year basis while targeting an average distribution equivalent to approximately 80 per cent of Underlying Earnings after Tax. Ethics Contact’s Code of Conduct sets out the ethical and behavioural standards expected of the company’s directors, oﬃ cers, employees and contractors. Contact has established internal procedures to monitor compliance with the Code of Conduct. Every six months, a report is provided to the Board Audit Committee highlighting any matters raised by staﬀ under the Code of Conduct. In FY10 there were no issues to report in relation to the Code of Conduct. A copy of the Code of Conduct is available on the company’s website. Health, safety and environment Health, safety and environment (HSE) is a key priority at Contact and is an integral factor in assessing management’s achievement of annual goals, which are measured against key performance indicators (KPI). Contact’s HSE Policy is available on the company’s website. Whistleblowing Policy Contact’s Whistleblowing Policy, available on the company’s website, facilitates the disclosure and impartial investigation of any serious wrongdoing. This Policy advises employees of their right to disclose serious wrongdoing and sets out Contact’s internal procedures for receiving and dealing with such disclosures. The Policy is consistent with and facilitates the Protected Disclosures Act 2000. Role of the Board of Directors The Board is responsible for setting the strategic direction of Contact, with its ultimate goal being to protect and enhance the value of Contact’s assets and business in the interests of the company and for all of its shareholders. The Board’s role includes approving the budget and strategic plan; approving major investments; monitoring the ﬁ nancial performance of the company, including approval of half year and annual ﬁ nancial statements; appointing and reviewing the performance of the Managing Director; and ensuring the integrity of corporate governance. The Board has delegated certain of its powers to committees of the Board, and the day-to-day management of the company to the Managing Director. The ambit of these delegations is documented in the Board Committee Charters, the company’s Delegated Authorities Policy and by relevant minuted resolutions of the Board. Contact Energy Limited Annual Report 2010 27 The Board has a statutory obligation to reserve to itself responsibility for certain matters, such as the payment of distributions and the issue of shares. It also reserves responsibility for signiﬁ cant matters, including those described above, such as the approval of business plans and budgets and the incurring of signiﬁ cant obligations. In addition, under the Companies Act 1993 and the NZSX Listing Rules, Contact is required to seek the approval of its shareholders prior to entering into certain types of transactions. The Board’s role, responsibilities, operation, delegations and committees are set out in Contact’s Board Charter, which is available on the company’s website. Operation of the Board The Board meets regularly on a formal scheduled basis and otherwise as required. The Chairman and the Managing Director establish the agenda for each Board meeting. Each month, as a standing item, the Managing Director prepares a report to the Board that includes disclosure of performance against key HSE benchmarks and a summary of the company’s operations, together with ﬁ nancial and other reports. In addition, the Board receives regular brieﬁ ngs on key strategic issues from management, either as part of the regularly scheduled Board meetings or in separate dedicated sessions. New directors appointed to the Contact Board receive induction training. This training primarily involves written and oral presentations by the Managing Director and leadership team on the key strategic and operational business issues facing Contact. Compliance with NZX Best Practice Code and other guidelines Contact complies with the corporate governance principles set out in the NZX Corporate Governance Best Practice Code. Contact also complies with all of the principles in the Securities Commission’s Corporate Governance in New Zealand Principles and Guidelines. One of the Securities Commission’s corporate governance principles is that there should be a balance of independence, skills, knowledge, experience and perspectives among a Board’s directors so that the Board works eﬀ ectively. Contact considers that it complies with this principle for a number of reasons, including that: • • • • the members of its Board hold substantial and diverse business, governance and energy-industry experience; the Board comprises a balance of independent directors and Origin Energy-associated directors; the Chairman does not hold a casting vote; the Board regularly assesses its performance to ensure that constructive working relationships are maintained. The Securities Commission includes as a guideline relating to this principle that the Chairman should be an independent director. Contact departs from this guideline because its Chairman, Grant King, is not an independent director. Despite this departure, for the reasons set out above, Contact is satisﬁ ed that it complies with the Commission’s principle. A table summarising Contact’s compliance with the NZX Corporate Governance Best Practice Code and the Securities Commission’s Corporate Governance in New Zealand Principles and Guidelines is available on the company’s website. 28 Contact Energy Limited Annual Report 2010 Board composition The composition of the Board changed during the ﬁ nancial year. On 22 February 2010, Whaimutu Dewes was appointed to the Contact Board and, eﬀ ective from 30 June 2010, John Milne retired from the Contact Board. Accordingly, from 30 June 2010, the Board comprises seven members as follows: Grant King Phillip Pryke David Baldwin Bruce Beeren Whaimutu Dewes Karen Moses Sue Sheldon Chairman and Origin Energy associate Deputy Chairman and Independent Director Managing Director and Origin Energy associate Origin Energy associate Independent Director Origin Energy associate Independent Director Biographies of the current directors are set out on the company’s website. Independence of directors The NZSX Listing Rules and Contact’s Constitution require Contact to have a minimum of two independent directors. In order to be an independent director, a director must not be an executive oﬃ cer of the company, or have a ‘Disqualifying Relationship’. Having a ‘Disqualifying Relationship’ includes (but is not limited to): • • being an associated person of a substantial security holder of the company (in Contact’s case, the Origin Energy group of companies), other than solely as a consequence of being a director of Contact, or having a relationship (other than the directorship itself) with the company or a substantial security holder of the company by virtue of which the director is likely to derive, in the current ﬁ nancial year of the company, a substantial portion of his or her annual revenue from the company (excluding dividends and other distributions payable to all shareholders). The Board has conﬁ rmed that, at the end of the ﬁ nancial year, Phillip Pryke, Whaimutu Dewes and Sue Sheldon each held (and still hold) no ‘Disqualifying Relationship’ in relation to Contact and are therefore each independent directors. Until his retirement on 30 June 2010, John Milne held no ‘Disqualifying Relationship’ in relation to Contact and was therefore an independent director. Grant King, Bruce Beeren and Karen Moses are not considered to be independent directors by virtue of being directors of and hence associated persons of, substantial security holder Origin Energy. David Baldwin is not considered to be an independent director because although he is an executive of Contact, he is employed by and hence is an associated person of substantial security holder, Origin Energy. Grant King, Bruce Beeren, Karen Moses and David Baldwin were therefore not independent directors as at 30 June 2010. Residence of directors The NZSX Listing Rules and Contact’s Constitution require at least two directors to be ordinarily resident in New Zealand. David Baldwin, Whaimutu Dewes and Sue Sheldon satisfy this requirement (as did John Milne until his retirement on 30 June 2010). Election and re-election of directors The NZSX Listing Rules and Contact’s Constitution require that directors who have been appointed to ﬁ ll casual vacancies during a ﬁ nancial year must stand for election at the next Annual Meeting. Accordingly, Whaimutu Dewes will stand for election at the 2010 Annual Meeting. Contact Energy Limited Annual Report 2010 29 The NZSX Listing Rules and Contact’s Constitution also require a minimum of one-third of directors (other than one executive director and any directors appointed to ﬁ ll casual vacancies) to retire at each Annual Meeting and, if appropriate, stand for re-election. The directors required to resign are those who have been in oﬃ ce longest since their last election. Accordingly, Karen Moses and Phillip Pryke will retire and stand for re-election at the 2010 Annual Meeting. Conﬂ icts of interest Where any Contact director has a conﬂ ict of interest or is otherwise interested in any transaction, that director is generally required to disclose his or her conﬂ ict of interest to the company, and thereafter will normally not be able to participate in the discussion, nor vote in relation to the relevant matter. The company maintains a register of interests. Board assessment Contact’s Board follows a practice of reviewing the performance of the Board as a whole and the Board committees every two years, and of reviewing the performance of those directors standing for re-election or standing for election at the next Annual Meeting. In accordance with this practice: • • in July 2009, Contact undertook a formal assessment of the Board and the Board committees, and in July 2010 the Board reviewed the performance of Phillip Pryke, Karen Moses and Whaimutu Dewes, being those directors required to retire and stand for re-election, or to stand for election, at the 2010 Annual Meeting. Board committees The Board has four standing committees – the Board Audit Committee (BAC), the Health, Safety and Environment (HSE) Committee, the Nominations Committee and the Remuneration Committee. Copies of the Charters for these committees are available on the company’s website. Other committees of the Board are formed as and when required. For example, an Independent Directors Committee comprising Phillip Pryke (Chair), John Milne (until 30 June 2010), Sue Sheldon and Whaimutu Dewes (from 22 February 2010) meets to evaluate and approve various related party transactions with Origin Energy. In FY10, these included the Ahuroa gas storage project and workstreams related to Contact’s business systems transformation project comprising an agreement for the provision and hosting by Origin of hardware and other services to to allow Contact to beneﬁ t from Origin’s experience, resources and common deliverables in this area. A copy of the Charter for the Independent Directors Committee is available on the website. Board Audit Committee During the ﬁ nancial year, the BAC comprised John Milne (Chair until 30 June 2010), Bruce Beeren, Sue Sheldon and Whaimutu Dewes (from 24 June 2010). Following John Milne’s retirement from the Contact Board on 30 June 2010, Sue Sheldon was appointed as Chair. NZSX Listing Rule 3.6.2 requires that the BAC has at least one member with an accounting or ﬁ nancial background and has a majority of independent directors. Sue Sheldon is a Fellow Chartered Accountant, Bruce Beeren is a fellow of CPA Australia and John Milne is a qualiﬁ ed Chartered Accountant. John Milne (until 30 June 2010), Sue Sheldon and Whaimutu Dewes are independent directors. The BAC’s purpose is to assist the Board to discharge its responsibility to exercise due care, diligence and skill and make recommendations to the Board in relation to external ﬁ nancial reporting and related risks, audit, treasury, related party transactions and tax. The BAC is responsible for setting the principles and standards with respect to accounting policies and practice, internal controls, internal and external audit, treasury and ﬁ nancing functions and related party transactions. The BAC is also responsible for the integrity and compliance of ﬁ nancial statement preparation, monitoring risk with respect to external ﬁ nancial reporting and monitoring the independence and performance of the external and internal auditors. The BAC Charter is set out on the company’s website. 30 Contact Energy Limited Annual Report 2010 The Managing Director attends each BAC meeting at the invitation of the BAC. At the conclusion of each meeting, and at any other time the BAC requires, the BAC meets separately with the head of internal audit, Contact’s external auditors and the Chief Financial Oﬃ cer without any other members of management being present. Health, Safety and Environment Committee During the ﬁ nancial year, the HSE Committee comprised Karen Moses (Chair), Phillip Pryke, John Milne (until 30 June 2010) and Whaimutu Dewes (from 24 June 2010). The HSE Committee meets at least three times per year, and its role is to assist the Board to fulﬁ l its responsibilities in relation to HSE matters arising out of the activities of Contact and its related companies. These matters relate to those activities that aﬀ ect employees, contractors, communities and the environment in which the company operates. The HSE Committee is responsible, among other matters, for periodically reviewing the company’s HSE Policy, monitoring the company’s compliance with this Policy, reviewing and recommending to the Board targets for HSE performance and assessing performance against those targets, and reviewing HSE-related incidents and considering appropriate actions to minimise the risk of recurrence. The HSE Committee Charter and the HSE Policy are set out on the company’s website. Nominations Committee During the ﬁ nancial year, the Nominations Committee comprised Grant King (Chair), Phillip Pryke and Sue Sheldon. The Nominations Committee’s primary purpose is to ensure that the Board comprises of individuals who are best able to discharge the responsibilities of directors, and it also attends to other matters put to it, including director performance assessment and appointments. The Nominations Committee Charter is set out on the company’s website. In FY10, the Nominations Committee considered the assessment of Grant King, Bruce Beeren, David Baldwin and Sue Sheldon’s performance as directors ahead of their standing for election/re-election at the October 2009 Annual Meeting, and considered Board composition and succession issues (including processes for the appointment of Whaimutu Dewes as a Director). In July 2010, the Nominations Committee considered the assessment of Phillip Pryke, Karen Moses and Whaimutu Dewes’ performance as directors ahead of their standing for election/re-election at the October 2010 Annual Meeting. Remuneration Committee During the ﬁ nancial year, the Remuneration Committee comprised Phillip Pryke (Chair), Grant King and Bruce Beeren. The Remuneration Committee’s primary purpose is to review directors’ fees, the Managing Director’s remuneration package and performance, and the policy for remuneration of senior management, with a view to ensuring that the interests of employees and shareholders are aligned. These reviews form the basis of recommendations to the Board. The Remuneration Committee met four times during the ﬁ nancial year and has met a further time since the end of the ﬁ nancial year to assess and make recommendations to the Board about a variety of remuneration issues that relate to Directors, the Managing Director and Contact employees, including the level of directors’ fees, employee short term incentives and the Long Term Incentive Scheme for senior executives and high potential and critical employees. Details of director and executive remuneration arrangements are set out in the remuneration report section of this Annual Report. The Remuneration Committee Charter is set out on the company’s website. Contact Energy Limited Annual Report 2010 31 Attendance at meetings In FY10, the Board met 12 times. The table below sets out attendance at meetings for all Directors. Director Grant King Phillip Pryke David Baldwin* Bruce Beeren Whaimutu Dewes** John Milne Karen Moses Sue Sheldon Board attendance (scheduled and special purpose) 11 12 12 12 6 12 12 11 BAC N/A N/A 5 5 N/A 5 3**** 5 HSE N/A 3 3 N/A 1*** 3 3 N/A Committee attendance Remuneration Nominations Independent Directors 4 4 4 4 N/A N/A N/A N/A 1 1 N/A N/A N/A N/A N/A 1 N/A 3 3 N/A 2 3 N/A 3 David Baldwin attended all committees as an observer. Notes: * ** Whaimutu Dewes was appointed to the Board on 22 February 2010. *** Whaimutu Dewes attended one HSE Committee meeting as an observer. **** Karen Moses attended the Board Audit Committee as an observer. Distribution plans Proﬁ t Distribution Plan Contact implemented a Proﬁ t Distribution Plan (PDP) in February 2009. Under the PDP, instead of distributing proﬁ ts in the form of fully imputed dividends in cash, all shareholders receive distributions in the form of Contact shares (as a non-taxable bonus issue), but have the opportunity to have those shares, or a portion of them, bought back by Contact for cash as a fully imputed taxable dividend. This means that shareholders have a choice between retaining bonus shares or receiving cash, or a combination of both. More detail about the PDP, including a full description of its terms and conditions, is available on Contact’s website. Current NZX waivers A summary of all waivers granted and published by NZX within or relied on by Contact in the 12 month period preceding 27 July 2010 (being two months before the date of publication of this Annual Report) is available on Contact’s website. This summary will remain on Contact’s website for at least 12 months following publication of this Annual Report. Exercise of NZX disciplinary powers NZX did not exercise any of its powers under Listing Rule 5.4.2 in relation to Contact during the ﬁ nancial year. Financial reporting Contact undertakes twice-yearly ﬁ nancial reporting and also provides a suite of operational data on a monthly basis. Contact’s Annual and Half Year Reports are available on Contact’s website. The annual ﬁ nancial statements are audited. In accordance with the Companies Act 1993, Contact does not automatically mail printed copies of the Annual and Half Year Reports to shareholders. A notice is posted to shareholders when the Annual Report is available each year, and shareholders can request, free of charge, a hard copy of the Annual Report or the next Half Year Report and subsequent reports within 15 working days of receiving that notice. 32 Contact Energy Limited Annual Report 2010 The Managing Director and Chief Financial Oﬃ cer have provided the Board with written conﬁ rmation that Contact’s ﬁ nancial statements for FY10 have been prepared in accordance with New Zealand Generally Accepted Accounting Practice and that they comply with New Zealand Equivalents to International Financial Reporting Standards and other appropriate ﬁ nancial reporting standards, as appropriate for proﬁ t-oriented entities. Auditor independence The BAC is responsible for considering and making recommendations to the Board regarding any issues relating to the appointment or termination of the external and internal auditors. The BAC Charter prohibits the external auditor from consulting to Contact on matters that could be regarded as compromising audit independence. The BAC requires the external auditor to conﬁ rm annually that it has complied with all professional regulations relating to auditor independence. Speciﬁ cally, the external auditor is required to conﬁ rm its commitment to strict procedures to ensure that: • • • • the external auditor, its partners and current audit team do not have any ﬁ nancial interest in Contact; the superannuation fund of the partners or staﬀ of the external auditor does not hold any direct ﬁ nancial interest in Contact; there are no business interests between Contact and the external auditor; no fee paid by Contact to the external auditor is paid on a contingency basis. In addition, the external audit partners and concurring partner must rotate after a maximum of ﬁ ve years, with suitable succession planning in place. The BAC is responsible for determining whether potential engagements of the external auditor are appropriate, documenting decisions and recommending to the Board accordingly. The Chief Financial Oﬃ cer is responsible for the day-to-day relationship with the external auditor, while individual business units have a direct responsibility for their relationship with the external or internal auditor, ensuring provision of timely and accurate information and full access to company records. Auditor fees The amount payable by Contact and its subsidiaries to KPMG as audit fees in respect of FY10 was $612,000. KPMG did not undertake any other services for Contact during the ﬁ nancial year. Credit rating As at the date of this Annual Report, Standard & Poor’s long term credit rating for Contact was BBB Stable. As at the date of this Annual Report, Fitch’s long term credit rating for Contact was BBB Stable. The $550 million unsubordinated, unsecured ﬁ xed rate bonds issued by Contact in March 2009 were rated BBB by Standard & Poor’s as at the date of this Annual Report. Donations In FY10 Contact made donations amounting to $75,456. No subsidiaries made any donations during FY10. Donations are made on the basis that the recipient is not obliged to provide any service such as promoting Contact’s brand and are separate from Contact’s sponsorship activity. There were no political donations made during the ﬁ nancial year. Contact Energy Limited Annual Report 2010 33 Risk management Contact’s Risk Management System aligns with recognised best practice (International Standard ISO 31000: Risk management — Principles and Guidelines). The Board has an overarching Risk Management Policy governing the company’s approach to risk oversight and management and internal control systems. The Board requires management to design and implement the risk management and internal control systems to manage the company’s material business risks. Contact’s Risk Management System is designed to identify, assess, address and monitor all key risks to achieving business objectives, including strategic, operational, legal, reputational, commodity and ﬁ nancial risks. Management committees have been established to consider risks in detail. Management reports to the Board on whether the systems of risk management and control operate eﬀ ectively in all material respects. Regular reports on the company’s risks are presented to the Board. Internal audit Contact has an independent in-house internal audit function that provides objective assurance of the eﬀ ectiveness of the internal control framework. Internal audit assists Contact to accomplish its objectives by bringing a disciplined approach to evaluating and improving the eﬀ ectiveness of risk management, internal controls and governance processes. Internal audit adopts a risk-based audit approach driven from the company’s Risk Management System. Internal audit also assists external audit by reporting ﬁ ndings from the internal audit programme so the external auditors may independently assess the degree of reliance it is able to place on the control environment when providing their opinion on the ﬁ nancial statements. On a day-to-day basis, internal audit reports to the Chief Risk Oﬃ cer. Internal audit has the autonomy to report signiﬁ cant issues to the Managing Director and the BAC or, if considered necessary, the Chairman of the Board. The BAC oversees the audit programme and provides internal audit with the mandate to perform the agreed audit programme. Internal audit has unlimited access to all other departments, records and systems of the Contact Group and to the external auditors and other third parties as it deems necessary. Securities Trading Policy Contact’s Securities Trading Policy applies to all directors, oﬃ cers, employees and contractors of Contact and its subsidiaries (‘directors and employees’). Under the Policy, directors and employees must not trade Contact securities, or advise or encourage others to trade or hold Contact securities, or pass on material information, if they are in possession of material information that is not publicly available. In addition: • • directors and employees may not trade during the period between 1 January and the date of the announcement of Contact’s half year results to NZX (inclusive) or during the period between 1 July and the date of the announcement of Contact’s full year results to NZX (inclusive); and directors and speciﬁ ed employees must adhere to further additional obligations prior to any trade of Contact securities. 34 Contact Energy Limited Annual Report 2010 Entries recorded in the interest register The following interest register entries were recorded for the company and its subsidiaries in FY10: (a) Security dealings of directors Contact directors disclosed the following transactions in Contact securities in FY10. Note that all dealings are in ordinary shares unless otherwise speciﬁ ed. Director G King P Pryke D Baldwin Date of transaction Consideration per security* Number of securities acquired (disposed of) Nature of relevant interest 17/08/09 05/10/09 24/02/10 07/04/10 22/09/09 30/03/10 30/03/10 22/09/09 22/09/09 30/03/10 30/03/10 17/08/09 05/10/09 24/02/10 07/04/10 17/08/09 17/08/09 05/10/09 05/10/09 24/02/10 24/02/10 07/04/10 07/04/10 22/09/09 30/03/10 22/09/09 30/03/10 22/09/09 22/09/09 30/03/10 30/03/10 7/12/09 $6.35 $5.85 $5.79 $6.44 $6.20 $6.10 $6.10 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $6.35 $5.85 $5.79 $6.44 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $6.20 $6.10 $6.20 $6.10 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $5.75 2,627 2,849 2,878 2,591 204 238 Restricted shares acquired by New Zealand Permanent Trustees Limited (NZPT) on trust under the Contact GA King Director Remuneration Share Trust Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by NZPT as Trustee of the Contact GA King Director Remuneration Share Trust 4 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by Fabco Investments Pty Limited (204) 204 (238) 238 Transfer of bonus issue shares acquired pursuant to the Proﬁ t Distribution Plan from NZPT as Trustee of the Contact GA King Director Remuneration Share Trust to Fabco Investments Pty Limited 1,970 2,137 2,158 1,944 (1,653) 1,653 (1,554) 1,554 (1,286) 1,286 (1,213) 1,213 1,282 870 Restricted shares acquired by NZPT on trust under the Contact PJ Pryke Director Remuneration Share Trust Transfer of unrestricted shares from NZPT as Trustee of the Contact PJ Pryke Director Remuneration Share Trust to Pryke Pty Limited as beneﬁ ciary of the Contact PJ Pryke Director Remuneration Share Trust Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by NZPT as Trustee of the Contact PJ Pryke Director Remuneration Share Trust 1,221 900 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by Pryke Pty Limited (1,282) 1,282 (870) 870 Transfer of bonus issue shares acquired pursuant to the Proﬁ t Distribution Plan from NZPT as Trustee of the Contact PJ Pryke Director Remuneration Share Trust to Pryke Pty Limited 44,728 restricted ordinary shares Beneﬁ cial interest in, and conditional entitlement to become legal and beneﬁ cial owner of, ordinary shares held in trust by NZPT under Contact’s LTI Scheme (Restricted Share Plan) 7/12/09 Provision of services under employment 253,609 options to acquire ordinary shares Options to acquire ordinary shares under Contact’s LTI Scheme (Share Option Plan) * NIL (NCBO) means no change in beneﬁ cial ownership. Contact Energy Limited Annual Report 2010 35 Director B Beeren J Milne Date of transaction Consideration per security* Number of securities acquired (disposed of) Nature of relevant interest 17/08/09 05/10/09 24/02/10 07/04/10 17/08/09 17/08/09 05/10/09 05/10/09 24/02/10 24/02/10 07/04/10 07/04/10 22/09/09 30/03/10 22/09/09 30/03/10 22/09/09 22/09/09 30/03/10 30/03/10 17/08/09 05/10/09 24/02/10 07/04/10 17/08/09 17/08/09 05/10/09 05/10/09 24/02/10 24/02/10 07/04/10 07/04/10 22/09/09 30/03/10 22/09/09 30/03/10 22/09/09 30/03/10 22/09/09 22/09/09 30/03/10 30/03/10 $6.35 $5.85 $5.79 $6.44 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $6.20 $6.10 $6.20 $6.10 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $6.35 $5.85 $5.79 $6.44 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $6.20 $6.10 $6.20 $6.10 $6.20 $6.10 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) Restricted shares acquired by NZPT on trust under the Contact BG Beeren Director Remuneration Share Trust Transfer of unrestricted shares by NZPT as Trustee of the Contact BG Beeren Director Remuneration Share Trust to BG Beeren 1,313 1,425 1,438 1,296 (1,103) 1,103 (1,036) 1,036 (859) 859 (808) 808 349 247 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by NZPT as Trustee of the Contact BG Beeren Director Remuneration Share Trust 96 106 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by BG Beeren Transfer of bonus issue shares acquired pursuant to the Proﬁ t Distribution Plan from NZPT as Trustee of the Contact BG Beeren Director Remuneration Share Trust to BG Beeren Restricted shares acquired by NZPT on trust under the Contact JHG Milne Director Remuneration Share Trust Transfer of unrestricted shares by NZPT as Trustee of the Contact JHG Milne Director Remuneration Share Trust to John Milne Trust and Maureen Milne Trust, as beneﬁ ciaries of the Contact JHG Milne Director Remuneration Share Trust (349) 349 (247) 247 657 + 657 712 + 712 719 + 719 648 + 648 (551 +551) 551 +551 (518) + (518) 518 + 518 (429) + (429) 429 + 429 (404) + (404) 404 +404 402 + 402 273 + 273 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by NZPT as Trustee of the Contact JHG Milne Remuneration Share Trust 1,104 771 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by John Milne Trust as beneﬁ ciary of the Contact JHG Milne Remuneration Share Trust 582 418 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by Maureen Milne Trust as beneﬁ ciary of the Contact JHG Milne Remuneration Share Trust (402) + (402) 402 + 402 (273) + (273) 273 + 273 Transfer of bonus issue shares acquired pursuant to the Proﬁ t Distribution Plan from NZPT as Trustee for the Contact JHG Milne Director Remuneration Share Trust to John Milne Trust and Maureen Milne Trust, as beneﬁ ciaries of Contact JHG Milne Director Remuneration Share Trust * NIL (NCBO) means no change in beneﬁ cial ownership. 36 Contact Energy Limited Annual Report 2010 Date of transaction Consideration per security* Number of securities acquired (disposed of) Nature of relevant interest Director K Moses S Sheldon 17/08/09 05/10/09 24/02/10 07/04/10 22/09/09 30/03/10 30/03/10 22/09/09 22/09/09 30/03/10 30/03/10 17/08/09 05/10/09 24/02/10 07/04/10 22/09/09 30/03/10 30/03/10 30/03/10 22/09/09 22/09/09 30/03/10 30/03/10 $6.35 $5.85 $5.79 $6.44 $6.20 $6.10 $6.10 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $6.35 $5.85 $5.79 $6.44 $6.20 $6.10 $6.10 $6.10 $6.20 $6.20 $6.10 $6.10 W Dewes 22/02/10 NIL (NCBO) 07/04/10 30/03/10 $6.44 $6.10 T Saunders** 17/08/09 $6.35 17/08/09 17/08/09 21/08/09 21/08/09 22/09/09 22/09/09 NIL (NCBO) NIL (NCBO) NIL (NCBO) NIL (NCBO) $6.20 $6.20 NIL (NCBO) means no change in beneﬁ cial ownership. * ** Tim Saunders resigned as a director with eﬀ ect from 30 June 2009. 1,314 1,424 1,439 1,295 102 119 Restricted shares acquired by NZPT on trust under the Contact KA Moses Director Remuneration Share Trust Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by NZPT as Trustee of the Contact KA Moses Director Remuneration Share Trust 2 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by KA Moses (102) 102 (119) 119 1,313 1,424 1,438 1,296 37 76 11 102 Transfer of bonus issue shares acquired pursuant to the Proﬁ t Distribution Plan by NZPT as Trustee of the Contact KA Moses Director Remuneration Share Trust to KA Moses Restricted shares acquired by NZPT on trust under the Contact SJ Sheldon Director Remuneration Share Trust Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by NZPT as Trustee of the Contact SJ Sheldon Director Remuneration Share Trust Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by: 1SJ Sheldon, PJ Sheldon and MJ Walker, and 2Private Nominees Limited (37) 37 (76) 76 Transfer of bonus issue shares acquired pursuant to the Proﬁ t Distribution Plan from Contact SJ Sheldon Director Remuneration Share Trust to SJ Sheldon, PJ Sheldon and MJ Walker 1,029 Initial disclosure of registered holder of ordinary shares on appointment as director 524 Restricted shares acquired by NZPT on trust under the Contact WK Dewes Director Remuneration Share Trust 19 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by WK Dewes 1,313 Restricted shares acquired by NZPT on trust under the Contact TEC Saunders Director Remuneration Share Trust (25,890) 25,890 (1,313) 1,313 Transfer of unrestricted shares by NZPT as Trustee of the Contact TEC Saunders Director Remuneration Share Trust to TEC Saunders Family Trust as beneﬁ ciary of Contact TEC Saunders Director Remuneration Share Trust following cessation as a director 5853 194 Acquisition of bonus issue shares pursuant to the Proﬁ t Distribution Plan by: 3TEC Saunders, AD Saunders and LRH Bunt, and 4AD Saunders Contact Energy Limited Annual Report 2010 37 (b) Directors’ interests in transactions General disclosures As at 30 June 2010, the following directors had made the following general disclosures in the interests register of the company. Notices given or adjusted in FY10 are marked with an asterisk (*). Each such director will be regarded as interested in all transactions between Contact and the disclosed entity. G King Origin Energy Limited and Group companies Australian Petroleum Production and Exploration Association P Pryke ComTel Corporation Limited Co-Investor Capital Partners Pty Limited Frog Hollow Limited GMT Bond Issuer Limited* (appointed November 2009) Goodman (NZ) Limited Goodman Property Aggregated Limited New Zealand Deer Farms Limited* (Company ceased existence 28 September 2009) Pauatahanui Projects Limited Pryke Pty Limited Tru-Test Corporation Limited Tru-Test Pty Limited* D Baldwin Origin Energy Limited Gas Industry Company Limited B Beeren Origin Energy Limited and Group companies Coal & Allied Industries Limited Equipsuper Pty Limited ConnectEast Group Managing Director/Shareholder/Employee Councillor Director/Chairman Director/Shareholder Director/Shareholder Director Director Director Director/Shareholder Director/Shareholder Director/Shareholder Director Director Employee/Shareholder Director Director/Shareholder and former Employee/Executive Director Director Director Director W Dewes** Ngati Porou Forests Group* Ngati Porou Seafoods Group* Crater Lake Park Limited (resigned as Director 12 April 2010)* CNI Iwi Holdings Limited (resigned as Director 22 February 2010)* Crater Lake Nominees Limited (resigned as Director 12 April 2010)* Whainiho Developments Limited* Advisory Board to Kalyx (appointed April 2010)* J Milne*** The He Huarahi Tamariki Trust Wellington City Council Audit and Risk Management Subcommittee K Moses Origin Energy Limited and Group companies (appointed to Origin Energy Limited directorship March 2009) Australian Energy Market Operator (Transitional) Limited (deregistered in 2009)* Australian Energy Market Operator Limited* CSIRO, Energy and Transport Sector Advisory Council UNSW, Australian School of Business Advisory Council Energy and Water Ombudsman (Victoria) Limited Department of Resources, Energy and Tourism’s Energy White Paper High Level Consultative Committee* Chairman Chairman Director Director Managing Director/Shareholder Managing Director/Shareholder Member Chairman/Trustee Independent Member Director/Employee/Shareholder Director Director Committee Member Director Committee Member ** Whaimutu Dewes was appointed as a Contact Energy Director on 22 February 2010. *** John Milne retired from the Contact Energy Board on 30 June 2010. 38 Contact Energy Limited Annual Report 2010 S Sheldon CNZM Christchurch International Airport Limited* (resigned as Deputy Chairman and Director September 2009) Paymark* (name changed from Electronic Transaction Services Limited in September 2009) FibreTech New Zealand Limited Freightways Limited National Provident Fund Board of Trustees* (term ended 30 September 2009) Reserve Bank of New Zealand Sue Sheldon Advisory Limited Smiths City Group Limited and subsidiaries Telecom Corporation of New Zealand Limited* (appointed Director June 2010) Wool Industry Network Limited Wool Grower Holdings Limited Deputy Chairman Director Chairman Director Chairman Director Director Director Director Chairman Director Speciﬁ c disclosures There were no speciﬁ c disclosures made during the year of any interests in transactions entered into by Contact or any of its subsidiaries. (c) Use of company information No director issued a notice requesting to use information received in his or her capacity as a director that would not otherwise be available to the director. (d) Board-approved remuneration and other beneﬁ ts The Board passed resolutions and signed accompanying certiﬁ cates to conﬁ rm the distribution for FY10 amongst directors of a portion of the $1,500,000 remuneration pool (that pool having been approved by shareholders at the 2008 Annual Meeting). See page 39 for further details about the distribution approved by the Board. (e) Directors’ and employees’ indemnity and insurance Contact has agreed to indemnify Contact’s employees and directors, including directors of subsidiary and associated companies, against potential liability or costs incurred in any proceeding, excluding actions for gross negligence, criminal liability, breach of ﬁ duciary duty or breach of directors’ duties. Contact has paid premiums and taken out comprehensive insurance cover, including insurance policies that indemnify employees and directors, including directors of subsidiaries and associates, against various potential legal liabilities. In March 2010, Contact’s Board authorised the renewal of the Directors and Oﬃ cers and Statutory Liability Insurance covers for 12 months and certiﬁ ed, in terms of section 162 of the Companies Act 1993, that this cover is fair to the company. Contact Energy Limited Annual Report 2010 39 Remuneration report Directors’ remuneration Directors’ fees The current total directors’ fee pool is $1,500,000 per annum. A total of $993,285 was distributed in respect of FY10 as follows: • Base director fees: $796,075, distributed as follows: – Chairman (Grant King) – $200,000 per annum, – – Deputy Chairman (Phillip Pryke) – $125,000 per annum, paid with eﬀ ect from 1 January 2010 ($150,000 per annum including committee fees for the six months to 31 December 2009), other non-executive directors – $110,000 per annum each, paid with eﬀ ect from 1 January 2010 ($100,000 per annum for the six months to 31 December 2009). Whaimutu Dewes’ fees were paid with eﬀ ect from 22 February 2010, – Managing Director (David Baldwin) – Nil, Committee fees: $167,210 was distributed, Special fees: $30,000, distributed to Whaimutu Dewes for work in relation to generation projects. • • Directors’ restricted share scheme Contact operates a directors’ restricted share scheme (Directors’ Share Scheme), approved by shareholders in 2004 to improve the alignment of directors’ and shareholders’ interests. Instead of receiving all of their pre-tax base directors fees in cash, those directors participating in the Directors’ Share Scheme receive one-third of that amount by way of Contact shares that are restricted for a period of three years or until a director ceases to hold oﬃ ce. Directors are not otherwise entitled to any payment in connection with their retirement or cessation of oﬃ ce. The Directors participating in the Directors’ Share Scheme during the ﬁ nancial year were Grant King, Phillip Pryke, Bruce Beeren, John Milne (until 30 June 2010), Karen Moses, Sue Sheldon, and Whaimutu Dewes (from 22 February 2010). John Milne’s participation in the Directors’ Share Scheme ceased following the ﬁ nal share purchase on 26 August 2010, using his director fees from the quarter ended 30 June 2010. Under the Directors’ Share Scheme, at the end of each quarter Contact pays to a trustee on behalf of each participant one-third of the pre-tax base remuneration accrued by the participant during that quarter. The trustee uses the payment to purchase Contact shares on-market through a broker. This trading may only take place during a period that is not a speciﬁ ed blackout period to ensure compliance with the company’s Securities Trading Policy. The trustee is then required to hold the shares purchased until the earlier of three years from the commencement of the quarter immediately following the quarter in which the fees were accrued, and the date of the director ceasing to hold oﬃ ce. On transfer by the trustee to the participant at this time, the participant is entitled to sell the shares, subject to Securities Trading Policy requirements. Throughout the time that the shares are held by the trustee, the participant is entitled to receive distributions and participate in other rights attaching or accruing to the shares, subject to any particular restrictions set out in the Directors’ Share Scheme or elsewhere. In FY10, Contact provided ﬁ nancial assistance in connection with the ongoing operation of the Scheme. A disclosure document relating to the ﬁ nancial assistance to be provided in the next 12 months was sent to shareholders in September 2010 and is available on the company’s website. 40 Contact Energy Limited Annual Report 2010 The table below details the restricted shares of each of Contact’s Directors that became unrestricted under the Directors’ Share Scheme in FY10. Name Phillip Pryke John Milne Bruce Beeren Date of acquisition Date unrestricted Number unrestricted Original acquisition price 28 August 2006 10 October 2006 6 March 2007 5 April 2007 28 August 2006 10 October 2006 6 March 2007 5 April 2007 28 August 2006 10 October 2006 6 March 2007 5 April 2007 17 August 2009 5 October 2009 24 February 2010 7 April 2010 17 August 2009 5 October 2009 24 February 2010 7 April 2010 17 August 2009 5 October 2009 24 February 2010 7 April 2010 1,653 1,554 1,286 1,213 1,102 1,036 858 808 1,103 1,036 859 808 $6.84 $7.24 $8.78 $9.28 $6.84 $7.24 $8.78 $9.28 $6.84 $7.24 $8.78 $9.28 In addition, on 17 August 2009 and 21 August 2009, 25,890 and 1,313 shares respectively held in the Directors’ Share Scheme on behalf of Tim Saunders were transferred to Mr Saunders’ family trust following his retirement from the Contact Board. Remuneration details of directors Details of the total remuneration and the value of other beneﬁ ts received by each director of Contact from Contact in their capacity as a Director in FY10 are as follows: Director Position Board fees Committee fees Special fees Total remuneration G King P Pryke Chairman Deputy Chairman D Baldwin1 Managing Director B Beeren J Milne K Moses S Sheldon W Dewes2 Total Director Director Director Director Director Cash Restricted shares $133,333 $91,667 – $70,000 $70,000 $70,000 $70,000 $25,717 $66,667 $45,833 – $35,000 $35,000 $35,000 $35,000 $12,858 Cash – $17,500 – $37,000 $60,000 $20,000 $32,000 $710 $530,717 $265,3583 $167,210 Cash – – – – – – – $30,000 $30,000 $200,000 $155,000 – $142,000 $165,000 $125,000 $137,000 $69,285 $993,285 1 As an executive, David Baldwin does not receive fees in his capacity as a director nor is he a participant in the Directors’ Share Scheme. See page 41 for details of David Baldwin’s remuneration. 2 Whaimutu Dewes became a director on 22 February 2010. 3 Due to trading period restrictions under Contact’s Securities Trading Policy, purchases of restricted shares valued at $74,479 of this total amount occurred on 26 August 2010. Contact Energy Limited Annual Report 2010 41 Managing Director remuneration Employment arrangements David Baldwin, Managing Director of Contact, has been seconded to the role by his employer, Origin Energy. During the term of the secondment, remuneration paid by Contact to David Baldwin for the performance of his role as Managing Director is processed by reimbursing Origin Energy for the cost of this remuneration, except for restricted shares and options awarded to him under Contact’s LTI Scheme, which are provided directly by Contact. David Baldwin does not receive any director fees. Remuneration Remuneration paid by Contact to the Managing Director reﬂ ects the breadth and complexity of the role; references market remuneration data benchmarks; is linked to achievement of performance goals; and aligns with the creation of sustainable shareholder value in the long term. The remuneration package includes a ﬁ xed remuneration component comprising cash salary and other employment beneﬁ ts, and at-risk/variable remuneration comprising short term incentives (cash) and long term incentives (options and restricted shares). Approximately two thirds of David Baldwin’s potential annual remuneration from Contact is at-risk/variable remuneration and one third is paid as ﬁ xed remuneration. The amount of short term incentive paid and the level of long term incentive allocated to David Baldwin are dependent on the degree to which company ﬁ nancial; health, safety and environment; and other strategic goals are met, which is determined after the end of the relevant ﬁ nancial year and paid in the subsequent ﬁ nancial year. The following tables detail the nature and amount of the remuneration paid to David Baldwin in relation to his role as Managing Director for FY10. David Baldwin Managing Director Year ended 30 June 2010 Year ended 30 June 2009 Fixed cash remuneration $ Variable cash remuneration1 $ Total cash remuneration paid $ 838,856 838,856 364,000 246,000 1,202,856 1,084,856 Cash remuneration paid 1 Short term incentive remuneration is determined following the end of each ﬁ nancial year and is based on achievement of performance goals and criteria set by the Board of Directors. 42 Contact Energy Limited Annual Report 2010 Equity rights issued (options and restricted shares)1 David Baldwin Managing Director Year ended 30 June 2010 Year ended 30 June 2009 Number of options issued during year2 253,609 220,652 Number of restricted shares issued during year2 44,728 31,020 Value of equity rights issued and amortising during year3 $ 139,037 143,030 Value of equity rights issued in past years and amortising during year3 $ 379,234 395,642 Total equity rights vested during year $ – – 1 Although options and restricted shares are granted in October each year under Contact’s LTI Scheme, they pertain to the at-risk component of the prior ﬁ nancial year’s remuneration. 2 Contact Energy Limited equity securities. 3 The allocation of long term incentives is determined at the end of each ﬁ nancial year. Each allocation has a total performance period of ﬁ ve years from the grant date with exercise hurdles tested on the third, fourth and ﬁ fth anniversary of the grant date. Whether any options and restricted shares vest and become exercisable or transfer, respectively by or to David Baldwin, is subject to the achievement of speciﬁ ed exercise hurdles as described on page 47. To comply with ﬁ nancial reporting requirements, the fair value of the options and restricted shares is calculated at the grant date using a combination of Monte-Carlo simulation and binomial option pricing model, and subsequently amortised over a period of three years (the period from grant date to the ﬁ rst test date). The value of long term incentive disclosed above is the portion of the fair value of options and restricted shares allocated to the relevant reporting period. None of the options or restricted shares allocated to David Baldwin vested in the 2009 or 2010 ﬁ nancial years. David Baldwin has participated in Contact’s LTI Scheme since its inception in 2006. Contact relies on NZSX Listing Rule 7.3.9 to allow Mr Baldwin to continue to participate in the LTI Scheme following his appointment as Managing Director. On 23 July 2009, NZX Regulation granted a waiver in respect of NZSX Listing Rule 7.6.4(b)(iii) to allow Mr Baldwin to continue to receive ﬁ nancial assistance under the LTI Scheme. The full version of the waiver can be found on the company’s website. Movement during the reporting period in the number of options over ordinary shares and restricted shares held in Contact is set out in the following tables. Restricted Shares Held at 1 July 2009 Granted as compensation Vested during year Held at 30 June 2010 David Baldwin Managing Director Options David Baldwin Managing Director 88,342 44,728 – 133,070 Held at 1 July 2009 Granted as compensation Exercised Held at 30 June 2010 Vested during year Vested and exercisable at 30 June 2010 525,547 253,609 – 779,156 – – Employee remuneration There are two components to employee remuneration – ﬁ xed remuneration and at-risk/variable remuneration. The determination of ﬁ xed remuneration is based on responsibilities, individual performance and experience, and available market remuneration data. At-risk/variable remuneration comprises short term incentives and, for senior executives, employees with high potential to advance to key leadership roles, and senior employees who hold critical skills essential for Contact’s success, long term incentives. Contact Energy Limited Annual Report 2010 43 Short term incentive scheme Contact’s variable remuneration recognises and rewards high-performing individuals whose contributions support business goals and objectives, whilst meeting the goals set for the individual. Contact’s short term incentives (STIs) comprise cash payments based on performance measured against key performance indicators (KPIs). In FY10, diﬀ erent levels of incentives were determined reﬂ ecting the nature of roles in the company. KPIs generally comprise company, team and individual targets. These targets are designed to create goals that will support an achievement and performance-oriented culture. The STI programme is designed to diﬀ erentiate and reward exceptional, outstanding and good performance. The Board reserves the right to adjust STI awards if HSE targets are not met. Legacy Long Term Incentive Scheme Up until 30 June 2006, because a review of long term incentives was pending, only a limited number of senior executives participated in the then-existing long term incentive scheme (Legacy LTI Scheme). Upon completion of that review, the LTI Scheme was introduced in FY07 and beyond. No performance hurdles relating to the Legacy LTI Scheme were met during the ﬁ nancial year, so there were no shares purchased under the scheme. As the ﬁ nal test date has now passed, the Legacy LTI Scheme has been disestablished. Employee Long Term Incentive Scheme Contact oﬀ ers a combination of share options and restricted shares under its current LTI Scheme to ensure incentives align participating employees’ performance with shareholders’ interests, in both favourable and unfavourable share market conditions. Contact’s LTI Scheme for participating employees consists of a Share Option Plan and a Restricted Share Plan (together, the ‘Plans’). Details of the Plans are set out below. Long term incentives are awarded to reward and retain key talent, align participants’ interests with that of Contact’s shareholders, and encourage and reward longer term decision making. Under the Plans, for FY10, the Board allocated long term incentive awards that are, by value, 50 per cent share options and 50 per cent restricted shares. Under the Plans, the share options will only be exercisable, and the restricted shares will only become unrestricted and transfer to participants, to the extent that the relevant exercise hurdles are satisﬁ ed. The exercise hurdles for the share options and restricted shares in relation to FY10 are set out on page 47. The number of share options and restricted shares awarded is calculated by dividing the value of the long term incentive award (being a percentage of the relevant participant’s salary) by the fair value of the share options and restricted shares. At the end of the year there were 61 participants in the LTI Scheme. Share Option Plan Under the Share Option Plan, the Board issues share options to participants to acquire ordinary shares in Contact at the market price determined at the eﬀ ective grant date. For share options granted in FY10, the market price was the weighted average market price of Contact’s ordinary shares traded on the NZSX over the ﬁ ve business days prior to the eﬀ ective grant date. As noted above, the options are exercisable subject to exercise hurdles as determined by the Board. The exercise hurdles for share options issued in FY10 are described on page 47. There is a vesting period of approximately three years from the eﬀ ective grant date before share options may be exercised. Following the end of that period, the exercise hurdles are measured on three annual test dates. There is a two-year, two-month exercise period following the ﬁ rst test date during which share options may be exercised, again, to the extent that the exercise hurdles are met. 44 Contact Energy Limited Annual Report 2010 The share options may also be exercised if, between the eﬀ ective grant date and the exercise date, a change of control of Contact occurs. In addition, the Board may, at its discretion, permit share options to be exercised prior to the commencement of the relevant exercise period where Contact shares cease to be listed on the NZSX or other circumstances occur where such an early exercise is considered appropriate by the Board. The share options will lapse: • • • • if the exercise hurdles are not met by the ﬁ nal measurement date; if the share options are not exercised by the lapse date; on the date on which the participant ceases to be employed by the company (except in the case of redundancy); or on the death of the participant (provided however, that the Board may, in its discretion, allow the participant’s successor to exercise the share options). In the event of redundancy, the Share Option Plan will continue, except that the number of share options will be recalculated on a proportionate basis. The share options are unlisted, are personal to the employee and therefore cannot be traded. In May 2007, NZX Regulation granted approval under NZSX Listing Rule 8.1.4 for the issue of share options under the Share Option Plan with eﬀ ective grant dates of 1 July 2006 and 20 November 2006. NZX Regulation also granted a ruling that NZSX Listing Rule 7.10 (being additional requirements for rights issues) does not apply to the granting of share options under the Share Option Plan. The full version of the waiver and approval can be found on the company’s website. The number of options issued and their exercise status as at 30 June 2010 are set out in the table below. Number of options issued Eﬀ ective grant date 365,322 1 July 2006 18,361 20 November 2006 13,413 15 January 2007 490,326 1 October 2007 22,706 1 February 2008 881,769 1 October 2008 1,701,718 1 October 2009 Exercise price per option $7.35 $7.55 $8.28 $9.15 $7.63 $8.60 $5.75 First exercise date Number lapsed Final lapse date Vested Number exercisable 1 October 2009 81,2451 30 November 2011 1 October 2009 18,3612 30 November 2011 No No Nil Nil 1 October 2009 Nil3 30 November 2011 7,927 7,927 1 October 2010 176,2954 30 November 2012 1 October 2010 7,6985 30 November 2012 1 October 2011 210,8506 30 November 2013 1 October 2012 45,5157 30 November 2014 No No No No Nil Nil Nil Nil 1 Due to the cessation of employment of participants, options from this tranche lapsed pursuant to the Share Option Plan Rules on the following dates: 7 September 2007 (14,103 options), 30 June 2008 (20,513 options), 2 July 2008 (13,808 options) and 31 July 2009 (32,821 options). 2 Due to the cessation of employment of participants, all 18,361 options from this tranche lapsed pursuant to the Share Option Plan Rules on 31 December 2008. 3 Of the 13,413 options granted with an eﬀ ective date of 15 January 2007, 7,927 vested during the year and became exercisable, however no options were exercised. All 13,413 options lapsed eﬀ ective from 6 July 2010 due to the cessation of employment of the participant eﬀ ective 30 June 2010. 4 Due to the cessation of employment of participants, options from this tranche lapsed pursuant to the Share Option Plan Rules on the following dates: 3 December 2007 (6,591 options), 2 April 2008 (18,136 options), 30 June 2008 (20,000 options), 2 July 2008 (33,656 options), 31 December 2008 (47,457 options), and 31 July 2009 (50,455 options). A further 44,848 options lapsed on 6 July 2010 due to the cessation of employment of the participant eﬀ ective 30 June 2010. 5 Due to the cessation of employment of participants, 7,698 options from this tranche lapsed pursuant to the Share Option Plan Rules on 24 December 2008. 6 Due to the cessation of employment of participants, options from this tranche lapsed pursuant to the Share Option Plan Rules on the following dates: 24 December 2008 (19,871 options), 31 December 2008 (57,065 options) and 31 July 2009 (133,914 options). A further 59,348 options lapsed on 6 July 2010 due to the cessation of employment of the participant eﬀ ective 30 June 2010. 7 Due to the cessation of employment of participants, options from this tranche lapsed pursuant to the Share Option Plan Rules on the following dates: 9 April 2010 (8,788 options) and 25 June 2010 (36,727 options). A further 80,413 options lapsed on 6 July 2010 due to the cessation of employment of the participant eﬀ ective 30 June 2010. Contact Energy Limited Annual Report 2010 45 Restricted Share Plan Under the Restricted Share Plan, the Board issues restricted shares to the participants at the market price determined at the eﬀ ective grant date. Although the participant has beneﬁ cial title to the restricted shares, under the terms of the Restricted Share Plan: • • the restricted shares are issued to a trustee to be held on trust for the participant; and the trustee will not exercise any voting rights attaching to the restricted shares and has forgone the right to distributions. Legal title cannot be transferred to the participant, and therefore traded by the participant, unless and until the restricted shares become unrestricted. For restricted shares issued in FY10, the market price or allocation price of the restricted shares was the weighted average market price of Contact’s ordinary shares traded on the NZSX in the ﬁ ve business days prior to the eﬀ ective grant date. Payment of the allocation price for the restricted shares was funded by an interest-free loan from the company in an amount equal to the allocation price for the shares. Financial assistance disclosures were sent to shareholders in September 2010 and are available on the company’s website. If the exercise hurdles are met, the restricted shares will be released from the trust to the participant following the relevant test date. There is a vesting period of approximately three years from the eﬀ ective grant date before restricted shares that vest may be released from the restrictions and transferred to the participant. Following the end of that period, the exercise hurdles are measured on three annual test dates. To the extent the hurdles are met on each of these test dates, restricted shares must be released from the restrictions and transferred from the trustee to the participant. For restricted shares to which a participant becomes entitled, the company pays a taxable bonus, out of which the participant must repay the loan. Upon repayment of the loan, the trustee transfers legal title to the restricted shares to the participant. The participants must transfer to the trustee their rights to any restricted shares that have not been released to the participant by the ﬁ nal test date. The allocation price for those restricted shares transferred to the trustee will be applied to the trustee to immediately repay the loan to the company. The restricted shares may be released from the restrictions and transferred to the participants if, between the grant date and a test date, a change of control of Contact occurs. The rights to the restricted shares will lapse: • • • if the exercise hurdles are not met by the ﬁ nal test date; on the date on which the participant ceases to be employed by the company (except in the case of redundancy); or on the death of the participant (provided, however, that the Board may, in its discretion, allow legal title to the restricted shares to be transferred to the participant’s successors). In the event of redundancy, the Restricted Share Plan will continue, except that the number of restricted shares will be recalculated on a proportionate basis. While restricted, the restricted shares are unlisted, are personal to the employee and therefore cannot be traded or used for security. In May 2007, NZX Regulation granted approval under NZSX Listing Rule 8.1.4 for the issue of restricted shares under the Restricted Share Plan with eﬀ ective grant dates of 1 July 2006 and 20 November 2006. NZX Regulation also granted an ongoing waiver from NZSX Listing Rule 8.1.3 for issues of reallocated shares under the Restricted Share Plan (being those restricted shares that are not released to a participant at the ﬁ nal transfer date, but are instead purchased by the trustee then reallocated to a participant). The full version of the waiver and approval can be found on the company’s website. 46 Contact Energy Limited Annual Report 2010 The number of restricted shares issued and their status as at 30 June 2010 are set out in the table below. Number of restricted shares issued Number reallocated from unallocated pool (see following) Eﬀ ective grant date Allocation price per date First test date Final test date Number transferred to unallocated pool (see following) Number vesting during the year 70,890 3,581 2,5041 83,242 3,091 104,712 241,940 Nil 1 July 2006 Nil 20 November 2006 15 January 2007 Nil 1 October 2007 2,737 1 February 2008 1,156 1 October 2008 19,247 1 October 2009 58,200 $7.35 $7.55 $8.28 $9.15 $7.63 $8.60 $5.75 1 October 2009 1 October 2009 1 October 2009 1 October 2010 1 October 2010 1 October 2011 1 October 2012 1 October 2011 1 October 2011 1 October 2011 1 October 2012 1 October 2012 1 October 2013 1 October 2014 15,765 3,581 Nil 30,913 1,440 29,641 8,028 Nil N/A 1,480 Nil Nil Nil Nil 1 Of the 2,504 restricted shares granted with an eﬀ ective date of 15 January 2007: 1,480 vested during the year and were released to a participant; the remaining 1,024 restricted shares were transferred to the unallocated pool on 6 July 2010 due to the resignation of the participant eﬀ ective 30 June 2010. Pursuant to the Restricted Share Plan Rules, where a participant ceases employment, beneﬁ cial ownership of restricted shares is transferred to the trustee to hold on trust in an unallocated pool to be reallocated to a participant at a future date. As at 30 June 2010, there were 8,028 restricted shares held by the trustee in the unallocated pool. The following table sets out the movements of the unallocated pool to 30 June 2010. Original issue date 21 June 2007 31 October 2007 25 February 2008 11 November 2008 7 December 2009 Number of restricted shares transferred to unallocated pool 2,737 3,980 2,679 3,581 6,369 1,156 3,180 3,507 5,901 8,322 8,847 1,440 2,794 8,022 18,825 1,550 6,478 Date of transfer to unallocated pool1 7 September 2007 30 June 2008 2 July 2008 31 December 2008 31 July 2009 3 December 2007 2 April 2008 30 June 2008 2 July 2008 31 December 2008 31 July 2009 24 December 2008 24 December 2008 31 December 2008 31 July 2009 9 April 2010 25 June 2010 Number of shares reallocated to a participant Date of reallocation to participant 2,737 3,980 2,679 3,581 6,369 1,156 3,180 3,507 5,901 8,322 8,847 1,440 2,794 8,022 18,825 Nil Nil 31 October 2007 11 November 2008 11 November 2008 7 December 2009 7 December 2009 25 February 2008 11 November 2008 11 November 2008 11 November 2008 7 December 2009 7 December 2009 7 December 2009 7 December 2009 7 December 2009 7 December 2009 N/A N/A 1 An additional 31,413 restricted shares were transferred to the unallocated pool on 6 July 2010 due to the cessation of employment of a participant eﬀ ective 30 June 2010, bringing the total number of restricted shares in the unallocated pool to 39,441. Contact Energy Limited Annual Report 2010 47 Exercise hurdles Broadly, the number of unrestricted ordinary shares to which a participant is entitled under the Plans is determined by achievement of a predetermined exercise hurdle or hurdles. For the restricted shares and share options issued in FY10, the hurdle is a comparison of Contact’s total shareholder return (TSR) against the TSR of a reference group comprising the NZX50 index in the relevant period, commencing on the eﬀ ective grant date. For the restricted shares and share options issued in FY10, participants’ vesting entitlements will be calculated on three test dates, being 1 October 2012, 1 October 2013 and 1 October 2014. Contact’s TSR will be determined as follows: (i) The volume weighted average market price of Contact ordinary shares for the three months prior to the eﬀ ective grant date is subtracted from the price of the shares as determined by measuring the volume weighted average market price of the shares over the three-month period prior to the relevant test date. (ii) Adjusting the calculation in (i) above to reﬂ ect the assumed reinvestment of distributions (excluding imputation credits) over the period from the eﬀ ective grant date to the relevant test date. The participant’s vesting entitlements will be based on a predetermined formula relative to achievement of the predetermined hurdle or hurdles. For the restricted shares and share options issued in FY10, these are: (i) zero per cent vesting, if Contact’s TSR over the performance period does not exceed the 50th percentile of the TSR of those companies that are in the NZX50 at grant date and remain listed at the relevant test date. (ii) 50–100 per cent vesting (on a sliding scale, i.e. the percentage of restricted shares released/share options exercisable increases proportionately on a straight-line sliding scale from the 50th up to the 75th percentile), if Contact’s TSR is ranked between the 50th percentile and the 75th percentile of those companies that are in the NZX50 at the grant date and remain listed at the relevant test date. (iii) 100 per cent vesting, if Contact’s TSR is at or above the 75th percentile TSR of those companies that are in the NZX50 at the grant date and remain listed at the relevant test date. 48 Contact Energy Limited Annual Report 2010 Employee remuneration The following table shows the number of employees and former employees of Contact who, in their capacity as employees, received remuneration and other beneﬁ ts (including redundancy payments, and the fair value of any options and restricted shares allocated to the relevant reporting period) during FY10 of at least $100,000 in brackets of $10,000. As at 30 June 2010, no Contact subsidiary had any employees. The remuneration ﬁ gures analysed include all monetary payments actually paid during the course of FY10, including the short term variable remuneration relating to FY09. The ﬁ gures do not include amounts paid post 30 June 2010 that related to the period ended 30 June 2010. The value of remuneration beneﬁ ts analysed includes both ﬁ xed, short term and long term at risk/variable components of remuneration, and redundancy and other payments made on termination of employment. The value of the equity-based incentives included in the remuneration band analysis represents the portion of the grant date fair value of the equity instruments allocated to the reporting period ended 30 June 2010. The remuneration (and any other beneﬁ ts) of the Managing Director, David Baldwin, is disclosed in the Managing Director remuneration section on page 41. Remuneration bands $100,001–$110,000 $110,001–$120,000 $120,001–$130,000 $130,001–$140,000 $140,001–$150,000 $150,001–$160,000 $160,001–$170,000 $170,001–$180,000 $180,001–$190,000 $190,001–$200,000 $200,001–$210,000 $210,001–$220,000 $220,001–$230,000 $230,001–$240,000 $240,001–$250,000 $250,001–$260,000 $260,001–$270,000 $270,001–$280,000 $280,001–$290,000 $290,001–$300,000 $300,001–$310,000 $310,001–$320,000 $320,001–$330,000 $330,001–$340,000 $340,001–$350,000 $350,001–$360,000 $370,001–$380,000 $430,001–$440,000 $470,001–$480,000 $490,001–$500,000 $570,001–$580,000 $600,001–$610,000 Total Number of employees Parent 60 45 41 33 19 21 14 6 3 9 8 7 4 2 1 5 1 1 0 2 2 2 1 1 1 1 1 1 1 1 2 1 297 Contact Energy Limited Annual Report 2010 49 Contact subsidiaries – directors and remuneration Other than Paul Smith, who received the Australian dollar equivalent of $38,198 in FY10 in his capacity as a consultant to Contact Australia Pty Limited and Contact Operations Australia Pty Limited, no director of any of Contact’s subsidiaries received additional remuneration or beneﬁ ts in respect of their directorships. The table below lists the directors of Contact subsidiary companies as at 30 June 2010. Contact subsidiary Contact Aria Limited Contact Australia Pty Limited Contact Operations Australia Pty Limited Contact Wind Limited1 Empower Limited2,3 Rockgas Limited4 Directors David Baldwin Elizabeth Kelly David Baldwin Elizabeth Kelly Paul Smith David Baldwin Elizabeth Kelly Paul Smith David Baldwin Graham Cockroft Alistair Yates David Baldwin Ruth Bound David Baldwin Graham Cockroft 1 Mark Trigg was a director of Contact Wind Limited until 31 July 2009 when he was replaced by Graham Cockroft. 2 Jason Delamore was a director of Empower Limited until 15 June 2010, when he was replaced by Ruth Bound. 3 Stratford Power Limited was amalgamated into Empower Limited on 8 September 2009. The director of Stratford Power Limited before the amalgamation was Elizabeth Kelly. 4 Rockgas Holdings Limited was amalgamated with Rockgas Limited on 7 September 2009. The director of Rockgas Holdings Limited before the amalgamation was David Baldwin. 50 Contact Energy Limited Annual Report 2010 Security holder information The following information is provided in accordance with the Listing Rules of New Zealand Exchange Limited. 20 largest registered holders of Quoted Equity Securities as at 2 August 2010 (including holdings within New Zealand Central Securities Depository Limited) Origin Energy Paciﬁ c Holdings Limited National Nominees New Zealand Limited HSBC Nominees (New Zealand) Limited A/C State Street New Zealand Superannuation Fund Nominees Limited Accident Compensation Corporation Citibank Nominees (New Zealand) Limited Premier Nominees Limited – ING Wholesale Australasian Share Fund Custodial Services Limited HSBC Nominees (New Zealand) Limited Tea Custodians Limited NZGT Nominees Limited –AIF Equity Fund AMP Investments Strategic Equity Growth Fund FNZ Custodians Limited Origin Energy Universal Holdings Limited Custody and Investment Nominees Limited Aestron Life Limited Masfen Securities Limited Guardian Trust Investment Nominees (RWT) Limited Westpac NZ Shares 2002 Wholesale Trust –a/c NZ Guardian Trust Investment Nominees Limited Total top 20 holders (excluding Treasury Stock) Total other shares Total issued shares1 308,660,189 21,996,746 20,789,015 17,232,598 11,692,529 8,586,121 7,170,921 6,699,153 6,592,216 5,929,832 5,352,150 4,264,805 4,051,213 3,838,938 3,544,127 3,350,550 2,544,863 2,238,652 2,229,548 2,096,906 448,861,072 156,073,904 604,934,976 1 Calculations exclude 508,480 restricted ordinary shares issued pursuant to Contact’s LTI Scheme. Distribution of Quoted Security Holders and security holdings as at 2 August 2010 Ordinary Shares Size of holding Number of holders % of holders Number of shares1 % of shares 1 – 99 shares 100 – 199 shares 200 – 499 shares 500 – 999 shares 1,000 – 1,999 shares 2,000 – 4,999 shares 5,000 – 9,999 shares 10,000 – 49,999 shares 50,000 – 99,999 shares 100,000 – 499,999 shares 500,000 – 999,999 shares 1,000,000 shares and above Total 1,055 517 11,456 35,769 19,401 8,280 2,894 1,384 64 54 6 31 80,911 1.30 0.64 14.16 44.21 23.98 10.23 3.58 1.71 0.08 0.06 0.01 0.04 29,637 74,251 4,295,391 27,456,897 23,193,359 24,842,761 18,775,578 23,415,526 4,127,135 9,961,146 4,172,772 464,590,523 0.01 0.01 0.71 4.54 3.83 4.11 3.10 3.87 0.68 1.65 0.69 76.8 100.00 604,934,976 100.00 1 Calculations are based on the number of ordinary shares quoted and listed on the NZSX as at 2 August 2010 and exclude 508,480 restricted ordinary shares issued pursuant to Contact’s LTI Scheme. Contact Energy Limited Annual Report 2010 51 Retail bonds Size of holding Number of holders % of holders Number of bonds % of bonds 5,000 – 10,000 bonds 10,001 – 25,000 bonds 25,001 – 50,000 bonds 50,001 – 100,000 bonds 100,001 – 500,000 bonds 500,001 – 1,000,000 bonds 1,000,001 bonds and above Total 3,074 3,105 2,344 791 346 28 28 9,716 31.64 31.96 24.12 8.14 3.56 0.29 0.29 25,668,000 61,079,000 9,661,5000 69,437,000 81,154,000 23,999,000 192,048,000 4.67 11.10 17.57 12.62 14.76 4.36 34.92 100.00 550,000,000 100.00 Substantial security holders As at 2 August 2010, the following persons had notiﬁ ed the company in accordance with the Securities Markets Act 1988 that they were currently substantial security holders in the company. Substantial security holder Nature of relevant interest Number and class of listed voting securities Origin Energy New Zealand Limited and its related bodies corporate (including Origin Energy Limited and Origin Energy Vic Holdings Limited) Shareholder 313,334,898 ordinary shares The total number of shares of Contact as at 2 August 2010 was 605,443,456, consisting of 604,934,976 listed ordinary shares and 508,480 restricted ordinary shares issued pursuant to Contact’s LTI Scheme (the restricted ordinary shares are not tradeable and are not listed or quoted on the NZSX). The ordinary shares and restricted ordinary shares are voting securities, except the trustee holding the restricted ordinary shares on behalf of the participants has waived all voting rights in relation to those shares. Accordingly, the total number of listed voting securities of Contact as at 2 August 2010 was 604,934,976. 52 Contact Energy Limited Annual Report 2010 Securities of the company in which each director has a relevant interest as at 30 June 2010 Director G King P Pryke D Baldwin B Beeren W Dewes J Milne K Moses S Sheldon Number of ordinary shares Number of bonds Number of restricted ordinary shares Number of options 16,172 101,764 Nil 21,151 1,572 99,076 8,085 6,135 Nil Nil Nil Nil Nil 150,000 Nil 10,000 N/A N/A 133,070 N/A N/A N/A N/A N/A N/A N/A 779,156 N/A N/A N/A N/A N/A Directors’ statement This Annual Report is dated 6 September 2010 and is signed on behalf of the Board by G King Chairman P Pryke Deputy Chairman Contact Energy Limited Annual Report 2010 53 Financial Statements for the year ended 30 June 2010 Income Statement Statement of Comprehensive Income Statement of Changes in Equity Statement of Financial Position Statement of Cash Flows Notes to the ﬁ nancial statements 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 Statement of accounting policies New Plymouth power station Segment reporting Revenue Operating expenses Other signiﬁ cant items Net interest expense Income tax expense Distributions and dividends Earnings and net tangible assets per share Share capital Share-based payments Cash and cash equivalents Receivables and prepayments Inventories Property, plant and equipment Intangible assets Gas storage – cushion gas Investment in jointly controlled entity Investment in subsidiaries Investment in associates Available-for-sale ﬁ nancial assets Borrowings Financial instruments Payables and accruals Provisions Deferred tax Commitments Resource consents Related party transactions Key management personnel Whirinaki generation plant Contingent liabilities Subsequent events Audit report 54 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Income Statement for the year ended 30 June 2010 Revenue Other income Operating expenses Earnings before net interest expense, income tax, depreciation, amortisation, change in fair value of ﬁ nancial instruments and other signiﬁ cant items (EBITDAF) Depreciation and amortisation Change in fair value of ﬁ nancial instruments Other signiﬁ cant items Equity accounted earnings of associates Net interest expense Proﬁ t before income tax Income tax expense Proﬁ t for the year Basic and diluted earnings per share (cents) Group 30 June 2010 $000 Group 30 June 2009* $000 Parent 30 June 2010 $000 Parent 30 June 2009* $000 2,143,017 21,391 (1,737,426) 2,200,081 19,984 (1,774,806) 1,848,978 45,401 (1,512,693) 1,846,234 35,280 (1,508,470) 426,982 445,259 381,686 373,044 (161,903) 4,531 (8,894) 3,272 (55,980) 208,008 (53,340) (165,885) (57,511) (2,830) 3,624 (62,601) 160,056 (44,417) (158,610) 4,531 39,180 – (55,845) 210,942 (39,793) (160,742) (57,511) (5,145) – (62,492) 87,154 (25,463) 154,668 115,639 171,149 61,691 25.94 19.98 28.70 10.66 Note 4 5 16, 17 24 6 21 7 8 10 * Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to note 1. Non-statutory measure: underlying earnings Underlying earnings after tax is presented to allow stakeholders to make an assessment and comparison of underlying earnings after adjusting for signiﬁ cant one-oﬀ items and the non-cash change in fair value of ﬁ nancial instruments. Proﬁ t for the year Underlying adjustments Change in fair value of ﬁ nancial instruments Other signiﬁ cant items: Impairment of Gasbridge assets Retail transaction processing outsourcing costs Removal of New Plymouth asbestos and related costs Adjustments before income tax Income tax expense Impact of change in corporate income tax rate Removal of tax depreciation on buildings Adjustments after income tax Underlying earnings after tax Underlying earnings per share (cents) Group 30 June 2010 $000 Group 30 June 2009* $000 Note 154,668 115,639 24 (4,531) 57,511 6 6 6 8 8 – 3,330 5,564 4,363 (1,309) (42,650) 34,765 2,830 – – 60,341 (17,253) – – (4,831) 43,088 149,837 158,727 10 25.13 27.42 * Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to note 1. The accompanying notes form an integral part of these ﬁ nancial statements. Contact Energy Limited and Subsidiaries Contact Energy Limited Annual Report 2010 55 Statement of Comprehensive Income for the year ended 30 June 2010 Group 30 June 2010 $000 Group 30 June 2009* $000 Parent 30 June 2010 $000 Parent 30 June 2009* $000 Note Proﬁ t for the year 154,668 115,639 171,149 61,691 Other comprehensive income: Change in foreign currency translation reserve Change in cash ﬂ ow hedge reserve Total other comprehensive income before tax Deferred tax relating to components of other comprehensive income Re-measurement of deferred tax on change in corporate income tax rate 27 27 Other comprehensive income for the year after tax (221) 8,298 8,077 (2,209) 555 6,423 (106) 52,091 51,985 (16,452) – 35,533 – 8,206 8,206 (2,248) 555 6,513 Total comprehensive income for the year 161,091 151,172 177,662 – 51,889 51,889 (16,394) – 35,495 97,186 * Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to note 1. The accompanying notes form an integral part of these ﬁ nancial statements. 56 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Statement of Changes in Equity for the year ended 30 June 2010 Group* Share capital $000 Note Foreign currency translation reserve $000 Asset revaluation reserve $000 Cash ﬂ ow hedge reserve $000 Share- based payment reserve $000 Retained earnings $000 Total shareholders’ equity $000 Opening balance as at 1 July 2008 Impact of change in accounting policy 780,037 – 1 396 – 1,898,383 (1,898,383) (74,279) – 1,171 298,363 – 1,615,307 2,904,071 (283,076) 780,037 – 396 (86) Restated opening balance as at 1 July 2008 Total comprehensive income for the year Transactions with owners recorded directly in equity: Change in share capital Change in share-based payment reserve Dividends paid and distributions declared 11 12 9 Total transactions with owners recorded directly in equity Closing balance as at 30 June 2009 Opening balance as at 1 July 2009 Total comprehensive income for the year Restricted shares and options lapsed during the year Transactions with owners recorded directly in equity: Change in share capital Change in share-based payment reserve Restricted shares vested during the year Distributions declared Total transactions with owners recorded directly in equity 48,576 – – 48,576 828,613 828,613 – – 11 12 11 9 120,374 – 10 – 120,384 – – – – 310 310 (182) – – – – – – Closing balance as at 30 June 2010 948,997 128 – – – – – – – – – – – – – – – – (74,279) 35,619 1,171 1,913,670 115,639 – 2,620,995 151,172 – – – – – 581 – – – (161,722) 48,576 581 (161,722) 581 (161,722) (112,565) (38,660) 1,752 1,867,587 2,659,602 (38,660) 6,605 – 1,752 1,867,587 154,668 36 – (36) 2,659,602 161,091 – – – – – – – 1,148 (10) – – – – (165,437) 120,374 1,148 – (165,437) 1,138 (165,437) (43,915) (32,055) 2,854 1,856,854 2,776,778 Parent* Opening balance as at 1 July 2008 Impact of change in accounting policy Share capital $000 Note 780,037 – 1 Restated opening balance as at 1 July 2008 Total comprehensive income for the year Transactions with owners recorded directly in equity: Change in share capital Change in share-based payment reserve Dividends paid and distributions declared 11 12 9 Total transactions with owners recorded directly in equity Closing balance as at 30 June 2009 Opening balance as at 1 July 2009 Total comprehensive income for the year Restricted shares and options lapsed during the year Transactions with owners recorded directly in equity: Change in share capital Change in share-based payment reserve Restricted shares vested during the year Distributions declared Total transactions with owners recorded directly in equity Closing balance as at 30 June 2010 780,037 – 48,576 – – 48,576 828,613 828,613 – – 11 12 11 9 120,374 – 10 – 120,384 948,997 Foreign currency translation reserve $000 Asset revaluation reserve $000 Cash ﬂ ow hedge reserve $000 Share- based payment reserve $000 Retained earnings $000 Total shareholders’ equity $000 – – – – – – – – – – – – – – – – – – 1,704,969 (1,704,969) (74,103) – 1,171 466,038 – 1,421,893 2,878,112 (283,076) – – – – – – – – – – – – – – – – (74,103) 35,495 1,171 1,887,931 61,691 – 2,595,036 97,186 – – – – – 581 – – – (161,722) 48,576 581 (161,722) 581 (161,722) (112,565) (38,608) 1,752 1,787,900 2,579,657 (38,608) 6,513 – 1,752 1,787,900 171,149 36 – (36) 2,579,657 177,662 – – – – – – – 1,148 (10) – – – – (165,437) 120,374 1,148 – (165,437) 1,138 (165,437) (43,915) (32,095) 2,854 1,793,648 2,713,404 * Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to note 1. The accompanying notes form an integral part of these ﬁ nancial statements. Contact Energy Limited and Subsidiaries Statement of Financial Position as at 30 June 2010 Contact Energy Limited Annual Report 2010 57 Group 30 June 2010 $000 Group 30 June 2009* $000 Group 30 June 2008* $000 Parent 30 June 2010 $000 Parent 30 June 2009* $000 Parent 30 June 2008* $000 Note Shareholders' equity 2,776,778 2,659,602 2,620,995 2,713,404 2,579,657 2,595,036 Represented by: Current assets Cash and short-term deposits Receivables and prepayments Tax receivable Inventories Derivative ﬁ nancial instruments Total current assets Non-current assets Property, plant and equipment Intangible assets Gas storage – cushion gas Investment in subsidiaries Investment in associates Available-for-sale ﬁ nancial assets Derivative ﬁ nancial instruments Other non-current assets Total non-current assets Total assets Current liabilities Borrowings Current portion of term borrowings Derivative ﬁ nancial instruments Payables and accruals Tax payable Provisions Total current liabilities Non-current liabilities Borrowings Derivative ﬁ nancial instruments Provisions Deferred tax Other non–current liabilities 13 14 15 24 16 17 18 20 21 22 24 23 23 24 25 26 23 24 26 27 921 219,148 – 58,366 4,955 179,220 253,836 – 15,906 14,987 2,542 517,365 162 21,111 52,940 – 210,415 – 53,452 4,914 177,848 224,786 – 6,600 14,987 – 488,987 662 7,014 52,940 283,390 463,949 594,120 268,781 424,221 549,603 4,511,314 284,201 49,022 – 8,809 2,935 787 7,305 4,239,601 252,159 46,252 – 8,687 2,935 6,597 5,987 3,976,864 214,552 23,622 – 8,015 2,935 13,554 2,945 4,421,033 225,567 49,022 132,788 1,587 – 787 7,305 4,163,258 193,525 46,252 132,788 1,579 – 6,597 5,987 3,905,033 155,918 23,622 132,788 1,579 – 13,554 2,945 4,864,373 4,562,218 4,242,487 4,838,089 4,549,986 4,235,439 5,147,763 5,026,167 4,836,607 5,106,870 4,974,207 4,785,042 3,180 – 31,895 262,430 6,046 13,146 4,311 141,662 72,368 304,235 2,218 8,195 132,811 – 139,282 540,619 – 20,954 3,453 – 31,895 291,328 6,043 12,907 2,982 141,662 72,317 338,246 2,968 7,953 130,384 – 139,024 522,949 – 20,746 316,697 532,989 833,666 345,626 566,128 813,103 1,279,233 98,811 43,429 632,090 725 1,091,106 85,905 33,750 621,386 1,429 554,725 194,925 33,618 596,802 1,876 1,279,216 98,811 41,808 627,280 725 1,091,066 85,905 32,116 618,532 803 554,695 194,925 31,701 595,582 – Total non-current liabilities 2,054,288 1,833,576 1,381,946 2,047,840 1,828,422 1,376,903 Total liabilities Net assets 2,370,985 2,366,565 2,215,612 2,393,466 2,394,550 2,190,006 2,776,778 2,659,602 2,620,995 2,713,404 2,579,657 2,595,036 * Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to note 1. The Directors of Contact Energy Limited authorised these ﬁ nancial statements for issue. On behalf of the Board Grant King Chairman, 19 August 2010 Phillip Pryke Deputy Chairman, 19 August 2010 The accompanying notes form an integral part of these ﬁ nancial statements. 58 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Statement of Cash Flows for the year ended 30 June 2010 Cash ﬂ ows from operating activities Cash provided from: Receipts from customers Associate dividends received Cash applied to: Payments to suppliers and employees Retail transaction processing outsourcing costs Supplementary dividend paid to shareholders Tax paid Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 Note 2,185,718 3,862 2,492,488 3,842 1,893,401 2,936 2,157,053 2,865 2,189,580 2,496,330 1,896,337 2,159,918 26 9 (1,779,301) (427) (1,293) (40,200) (2,035,904) – (10,776) (25,000) (1,504,921) (427) (1,293) (40,200) (1,712,259) – (10,776) (25,000) (1,821,221) (2,071,680) (1,546,841) (1,748,035) Net cash inﬂ ow from operating activities 368,359 424,650 349,496 411,883 Cash ﬂ ows from investing activities Cash provided from: Interest received Loan from associate Cash applied to: Purchase of property, plant and equipment Purchase of intangible assets Removal of New Plymouth asbestos and related costs Purchase of gas storage rights Purchase of investment in Energyhedge Purchase of cushion gas Repayment of loan to associate 4,848 – 4,848 (411,279) (29,557) (2,922) – (8) (1,490) (1,886) 4,961 80 5,041 (385,715) (25,750) (17,280) (120) – (41,151) (1,317) 4,768 – 4,768 (394,029) (29,557) (2,922) – (8) (1,490) – 4,961 – 4,961 (372,982) (25,750) (17,280) (120) – (41,151) – (447,142) (471,333) (428,006) (457,283) 21 18 Net cash (outﬂ ow) to investing activities (442,294) (466,292) (423,238) (452,322) Cash ﬂ ows from ﬁ nancing activities Cash provided from: Proceeds from borrowings Proceeds from other short-term loans Cash applied to: Interest paid Distributions and dividends paid to shareholders Financing costs Proﬁ t distribution-related costs Repayment of borrowings Repayment of other short-term loans and ﬁ nance lease liabilities 100,000 250,258 550,000 173,524 100,000 250,258 550,000 173,524 350,258 723,524 350,258 723,524 (103,324) (44,904) (923) (311) (160,228) (145,296) (79,019) (112,582) (11,151) (432) – (301,943) (103,109) (44,904) (923) (311) (160,228) (145,263) (78,909) (112,582) (11,151) (432) – (301,938) (454,986) (505,127) (454,738) (505,012) Net cash (outﬂ ow)/inﬂ ow to/from ﬁ nancing activities (104,728) 218,397 (104,480) 218,512 Net (decrease)/increase in cash and cash equivalents Add: cash and cash equivalents at the start of the year (178,663) 177,545 176,755 790 (178,222) 175,889 178,073 (2,184) Cash and cash equivalents at the end of the year (1,118) 177,545 (2,333) 175,889 Cash and cash equivalents comprise: Bank overdraft Cash and short-term deposits 13, 23 13 (2,039) 921 (1,675) 179,220 (2,333) – (1,959) 177,848 13 (1,118) 177,545 (2,333) 175,889 The accompanying notes form an integral part of these ﬁ nancial statements. Contact Energy Limited and Subsidiaries Contact Energy Limited Annual Report 2010 59 Statement of Cash Flows for the year ended 30 June 2010 (continued) Reconciliation of proﬁ t for the year to cash ﬂ ows from operating activities Proﬁ t for the year Items classiﬁ ed as investing/ﬁ nancing Net interest expense Non-cash items Write-oﬀ of receivables Movement in provisions Share-based payments Impairment of Gasbridge assets Depreciation and amortisation Equity accounted (earnings) of associates net of dividends received Change in fair value of ﬁ nancial instruments Increase in deferred tax Write-oﬀ of subsidiary advance Write-back of subsidiary advance Other non-cash items Movement in working capital Decrease in receivables and prepayments (Increase)/decrease in inventories (Decrease)/increase in payables and accruals Increase in tax payable (Increase) in other non-current assets Group 30 June 2010 $000 Group 30 June 2009* $000 Parent 30 June 2010 $000 Parent 30 June 2009* $000 Note 154,668 115,639 171,149 61,691 7 5 12 19 16, 17 21 24 8 6 6 55,980 55,980 15,046 8,023 1,596 – 161,903 (261) (4,531) 9,050 – – (1,225) 62,601 62,601 9,100 2,596 868 2,830 165,885 (739) 57,511 6,815 – – (2,872) 55,845 55,845 11,988 8,114 1,596 – 158,610 – (4,531) 7,055 26 (48,100) – 62,492 62,492 7,486 2,110 868 – 160,742 – 57,511 6,556 5,145 – (1,601) 189,601 241,994 134,758 238,817 19,936 (42,460) (11,876) 3,828 (1,318) (31,890) 251,998 5,205 (252,312) 2,567 (3,042) 4,416 2,587 (46,852) 30,252 3,075 (1,318) (12,256) 249,625 414 (201,931) 3,817 (3,042) 48,883 Net cash inﬂ ow from operating activities 368,359 424,650 349,496 411,883 * Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to note 1. The accompanying notes form an integral part of these ﬁ nancial statements. 60 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 1 Statement of accounting policies Reporting entity Contact Energy Limited (the Parent) is a proﬁ t-oriented company domiciled in New Zealand, registered under the Companies Act 1993 and listed on the New Zealand Stock Exchange (NZSX). It also has bonds listed on the New Zealand Debt Exchange (NZDX). The Parent is an issuer in terms of the Financial Reporting Act 1993. The ﬁ nancial statements of Contact Energy Limited (the ﬁ nancial statements) as at, and for the year ended, 30 June 2010 comprise the Parent and its subsidiaries, interests in associates and jointly controlled entities (together referred to as Contact or the Group). Contact is a diversiﬁ ed and integrated energy group focusing on the generation and retailing of electricity. Other activities include the sale of natural gas and liqueﬁ ed petroleum gas (LPG) to retail and wholesale customers throughout New Zealand. Basis of preparation The functional and reporting currency used in the preparation of the ﬁ nancial statements is New Zealand dollars, rounded to the nearest thousand ($000). The ﬁ nancial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with the New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards as appropriate for proﬁ t-oriented entities. The ﬁ nancial statements comply with International Financial Reporting Standards (IFRS). The ﬁ nancial statements were approved by the Board of Directors (the Board) on 19 August 2010. The measurement basis adopted in the preparation of these ﬁ nancial statements is historical cost except for: • • derivative ﬁ nancial instruments which are stated at their fair value as identiﬁ ed in the speciﬁ c accounting policies below; recognised assets and liabilities that are hedged in a fair value hedging relationship which are stated at fair value in respect of the risk that is hedged as identiﬁ ed in the speciﬁ c accounting policies below; and • generation plant and equipment which are stated at deemed historical cost as identiﬁ ed below. Changes in accounting policies The accounting policies set out below have been applied consistently to all years presented in these ﬁ nancial statements. Contact adopted a policy of revaluing its core generation plant and equipment from the commencement of the Group. Contact has relied upon an independent valuation of such assets for determining a fair value. As there is a limited market for trading comparable generation assets in New Zealand, the valuation has primarily relied upon a discounted cash ﬂ ow analysis of the estimated long-term cash ﬂ ows from the generation plant and equipment. Given the long life (up to 100 years) of such assets, the valuation is very sensitive to any variation in assumptions. Events like the global ﬁ nancial crisis have added increased uncertainty to the independent valuation assumptions. The range in the current independent valuation has correspondingly increased compared with prior valuations, such that a single point fair value within the valuation range is diﬃ cult to reliably determine. In the alternative, the cost valuation basis is considered a reliable basis for measurement of generation plant and equipment. Cost also provides relevant information about the long-term cash-generating performance of the core generation plant and equipment, which is the primary objective for Contact in owning the plant and equipment. For example, core metrics such as return on capital invested in plant and equipment can be calculated without adjustment to the return, or the investment, for the impact of asset revaluations. Cost aligns with global industry practice for similar long life core operating assets. Cost also aligns with the policy of Contact’s ultimate parent Origin Energy Limited (Origin). Contact has elected to make a voluntary change in accounting policy in relation to the measurement basis for generation plant and equipment and move to a cost basis as it is reliable and more relevant. The change in accounting policy has been applied retrospectively to 1 October 2004, the date of Contact’s transition to NZ IFRS and the date of acquisition of 51.4 per cent of the shares in Contact by Origin. Fair value at 1 October 2004 is considered deemed historical cost owing to the impracticability of determining actual cost back to the original asset purchase date. As a result of the change, the revaluation reserve at 1 October 2004 ($1,547.6 million) has been transferred to retained earnings. In addition, the revaluation in 2007 ($401.1 million) and the consequential deferred tax ($120.3 million) have been reversed. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 61 The change in accounting policy has had the following impacts on the current and prior years presented in these ﬁ nancial statements: Group 30 June 2010 $000 Group 30 June 2009 $000 Group 30 June 2008 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 Parent 30 June 2008 $000 Increase in depreciation and amortisation Decrease in income tax expense* 3,285 (1,001) 3,931 (2,034) 4,772 (2,412) 3,285 (1,001) 3,931 (2,034) 4,772 (2,412) Decrease in proﬁ t for the year Decrease in property, plant and equipment Decrease in deferred tax Decrease in asset revaluation reserve Increase in retained earnings 2,284 (408,118) (123,546) (1,895,698) 1,611,126 1,897 (405,372) (122,706) (1,896,076) 1,613,410 2,360 (404,736) (121,660) (1,898,383) 1,615,307 2,284 (408,118) (123,546) (1,702,284) 1,417,712 1,897 (405,372) (122,706) (1,702,662) 1,419,996 2,360 (404,736) (121,660) (1,704,969) 1,421,893 Group 30 June 2010 Group 30 June 2009 Group 30 June 2008 Parent 30 June 2010 Parent 30 June 2009 Parent 30 June 2008 Decrease in basic and diluted earnings per share (cents) Decrease in underlying earnings per share (cents) Decrease in net tangible assets per share (dollars) (0.38) (0.33) (0.40) (0.38) (0.33) (0.40) (0.38) (0.33) (0.40) (0.38) (0.33) (0.40) (0.47) (0.49) (0.49) (0.47) (0.49) (0.49) * The decrease in income tax expense is due to the tax beneﬁ t from the higher depreciation expense, and the deferred tax asset on restoration provisions previously recognised through the asset revaluation reserve now being recognised through the Income Statement. As a result of the change in accounting policy, the comparatives in the Income Statement, Statement of Changes in Equity and Statement of Financial Position and the related notes have been restated. There have been no other changes in accounting policy in the year. Presentational changes Certain presentational changes have been made to the comparative Income Statement, Statement of Changes in Equity, Statement of Financial Position, Statement of Cash Flows and the related notes to ensure consistency with the current year treatment. These changes, which have been applied retrospectively to 30 June 2009 and 30 June 2008, relate to the: • • • • • • reclassiﬁ cation of restricted share capital from ‘share capital’ to ‘share-based payment reserve’, reclassiﬁ cation of write-oﬀ of subsidiary advance from ‘other operating expenses’ to ‘other signiﬁ cant items’, presentation of ‘proceeds from other short-term loans’ and ‘repayment of other short-term loans and ﬁ nance lease liabilities’, which has been amended to disclose repayments and drawdowns separately, reclassiﬁ cation of certain recoveries from ‘retail electricity and gas revenue’ to ‘other operating expenses’, reclassiﬁ cation of certain rebates from ‘electricity purchases’ to ‘electricity transmission, distribution and levies’, reclassiﬁ cation of certain delivery costs from ‘other operating expenses’ to ‘LPG purchases’. Adoption status of relevant new ﬁ nancial reporting standards and interpretations The following relevant new standards and amendments to standards are mandatory for the ﬁ nancial year beginning 1 July 2009 and have been adopted by Contact in the preparation of these ﬁ nancial statements: • NZ IAS 1 (Revised) Presentation of Financial Statements – the revised standard prohibits the presentation of items of income and expenses (i.e. ‘non-owner changes in equity’) in the Statement of Changes in Equity, requiring ‘non-owner changes in equity’ to be presented separately from owner changes in equity in a Statement of Comprehensive Income. As a result, Contact presents all transactions with owners in the Statement of Changes in Equity, whereas all movements in reserves are presented in a separate Statement of Comprehensive Income. The standard requires retrospective application and consequently comparative information has been revised. 62 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 • • • NZ IFRS 7 Financial Instruments – Disclosures (amendment) – the amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires additional disclosure of fair value measurement methodologies according to a fair value measurement hierarchy. Refer to note 24. NZ IFRS 8 Operating Segments – the standard requires operating segments to reﬂ ect the internal management reports of Contact, which are regularly reviewed by the chief operating decision-maker in order to allocate resources and to assess performance. As a result of changing how internal ﬁ nancial information is presented to the chief operating decision-maker, Contact’s reportable segments have changed. Refer to note 3. Improvements to NZ IFRS 2009 – these improvements have resulted in minor changes to disclosures but have had no material eﬀ ect on amounts reported. Contact has elected not to early adopt the following standards, considered relevant to the ﬁ nancial statements, which have been issued but are not yet eﬀ ective: • • • • • NZ IFRS 2 Amendment: Share-Based Payment: Group Cash-Settled Share-Based Payment Transactions – amendment approved August 2009 and eﬀ ective for annual reporting periods beginning on or after 1 January 2010. NZ IFRS 9 Financial Instruments – approved November 2009 and eﬀ ective for annual reporting periods beginning on or after 1 January 2013. NZ IAS 24 Related Party Disclosures (revised 2009) – amendment approved November 2009 and eﬀ ective for annual reporting periods beginning on or after 1 January 2011. NZ IAS 32 Amendment: Financial Instruments – Presentation – amendment approved October 2009 and eﬀ ective for annual reporting periods beginning on or after 1 February 2010. NZ IAS 36 Amendment: Impairment of Assets – amendment approved May 2009 and eﬀ ective for annual reporting periods beginning on or after 1 January 2010. Contact does not currently intend to early adopt any of these standards or amendments before their eﬀ ective dates. The Directors anticipate that the above standards and amendments will have no material impact on the ﬁ nancial statements in the period of initial application. Accounting estimates and judgements Contact’s signiﬁ cant areas of estimation and critical judgements in these ﬁ nancial statements are as follows: Financial instruments Note 24 contains information about the assumptions and the risk factors relating to ﬁ nancial instruments and their valuation. The base future settlement price path for electricity derivatives is derived from the energy hedge market price path overlaid with Contact’s ﬁ nancial model for future electricity prices. Accounting judgements have been made in determining the hedge designation for the diﬀ erent types of derivative ﬁ nancial instruments employed by Contact to hedge its risk exposures. Intangible assets – gas storage rights Contact has exercised judgement in determining the useful life of the gas storage rights. The useful life has been based on the current assumption of the period over which future economic beneﬁ ts are expected to be derived. This life, however, is subject to the assumption that the contractual agreement under which the rights were acquired continues in existence and that any petroleum mining or other permit that may be required can be successfully renewed or a new permit granted. The useful life is reviewed annually. Refer to note 17. Intangible assets – goodwill The carrying value of goodwill is subject to an annual impairment test to ensure the carrying value does not exceed the recoverable amount at the end of the reporting period. For the purpose of impairment testing, goodwill is allocated to the individual cash-generating units to which it relates. Any impairment losses are recognised in the Income Statement. In determining the recoverable amount of goodwill, Contact uses a valuation model to calculate the net present value of the expected future cash ﬂ ows of the cash-generating units. The major inputs and assumptions that are used in the model that require judgement include sales forecasts, cost to serve, customer numbers and customer churn, forecast gas costs, interest rates, discount rates and a forecast of the future electricity price path. Refer to note 17. Inventory gas Inventory gas is held at the lower of cost and net realisable value. Contact has exercised judgement in determining the net realisable value of ﬂ exible gas contracts. New Plymouth power station In calculating the provision for the removal of asbestos and other related costs, estimates have been made as to the expected expenditure based on the status of contractor negotiations at the end of the reporting period. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 63 Property, plant and equipment and ﬁ nite life intangible assets Contact has exercised judgement in determining whether expenditure is in relation to bringing an asset to the location and condition necessary for its intended use and is therefore appropriate for capitalisation as part of the cost of the asset. In assessing the recoverable amount of capital work in progress, Contact has exercised judgement in determining the likely future use or development of the asset. Contact has also exercised judgement in determining the useful lives of property, plant and equipment and ﬁ nite life intangible assets. Useful lives are reviewed annually and, where appropriate, adjusted at the end of each reporting period. Provision – restoration and environmental rehabilitation Liabilities are estimated for the abandonment and site restoration of areas from which natural resources are extracted and for the removal of asbestos at generation properties. Such estimates are valued at the net present value of the expenditure expected to settle the obligation. Key assumptions have been made as to the expected amount and timing of expenditure to remediate based on the expected lives of the assets employed on the sites. Refer to note 26. Retail revenue Contact has exercised judgement in determining estimated retail sales for unread gas and electricity meters at the end of the reporting period. Speciﬁ cally, this involves an estimate of consumption for each unread meter based on the customer’s past consumption history. Basis of consolidation Subsidiaries Subsidiaries are those entities controlled, directly or indirectly, by the Parent. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Parent. Identiﬁ able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of an acquisition over the fair value of the Parent’s share of the identiﬁ able net assets acquired is recorded as goodwill. If the cost of an acquisition is less than the fair value of the net assets of the subsidiary acquired, the diﬀ erence is recognised directly in the Income Statement. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Business combinations of commonly controlled entities Business combinations involving entities or businesses under common control are those in which all of the combining entities or businesses are ultimately controlled by the same party or parties, both before and after the business combination. Assets and liabilities assumed in business combinations of commonly controlled entities are measured initially at acquisition date at the book values of the acquired entities. Any diﬀ erence between the cost of acquisition and the book values of the assets and liabilities acquired is recorded directly in equity against retained earnings. Associates Associates are entities in which Contact has signiﬁ cant inﬂ uence, but not control, over the operating and/or ﬁ nancial policies. Associates are reﬂ ected in the ﬁ nancial statements by applying the equity accounting method. The equity accounting method recognises Contact’s share of the current year retained surpluses or deﬁ cits in the Group Income Statement and its share of post acquisition increases or decreases in net assets in the Group Statement of Financial Position. Jointly controlled assets and jointly controlled entities Jointly controlled assets and jointly controlled entities are joint arrangements with other parties in which Contact jointly controls or owns one or more assets or entities and is consequently entitled to a share of the future economic beneﬁ ts through its share of the jointly controlled assets or entities. Contact’s share of the assets, liabilities, outputs (revenues) and expenses of jointly controlled assets or entities is incorporated into the ﬁ nancial statements on a proportionate line-by-line basis. Transactions and balances eliminated on consolidation The eﬀ ects of intra-group transactions and balances are eliminated in preparing the Group ﬁ nancial statements. Borrowings Borrowings are recognised initially at fair value less attributed transaction costs and are subsequently stated at amortised cost. Borrowings designated in a hedge relationship are carried at fair value and are subject to measurement under hedge accounting requirements. Refer to the accounting policy for derivative ﬁ nancial instruments and hedging. Discounts, premiums, prepaid interest and ﬁ nancing costs such as origination, commitment and transaction fees are amortised to interest expense on a yield-to-maturity basis over the period of the borrowing. Any diﬀ erence between the cost and redemption value is recognised in the Income Statement over the period of the borrowing on an eﬀ ective interest basis. 64 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 All borrowing costs are recognised in the Income Statement using the eﬀ ective interest method, with the exception of borrowing costs directly associated with the acquisition or construction of qualifying assets, which are capitalised. Refer to the accounting policies on property, plant and equipment and intangible assets. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held on call with banks and other short-term, highly liquid investments with original maturities of three months or less, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the Statement of Financial Position. Derivative ﬁ nancial instruments and hedging Derivative ﬁ nancial instruments are initially recognised at fair value on the date a derivative contract is entered into and are periodically re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative ﬁ nancial instrument is designated as a hedging instrument and, if so, the nature of the item being hedged. Contact designates certain derivative ﬁ nancial instruments as either: • • hedges of the fair value of recognised assets or liabilities or a ﬁ rm commitment (fair value hedge), or hedges of highly probable forecast transactions (cash ﬂ ow hedge). Fair value hedge Changes in the fair value of derivative ﬁ nancial instruments that are designated and qualify as fair value hedges are recorded in the Income Statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Cash ﬂ ow hedge The eﬀ ective portion of changes in the fair value of derivative ﬁ nancial instruments that are designated and qualify as cash ﬂ ow hedges are recognised in the Statement of Comprehensive Income. The gain or loss relating to the ineﬀ ective portion is recognised immediately in the Income Statement. Amounts accumulated in other comprehensive income are recycled to the Income Statement in the year when the hedged item will aﬀ ect the Income Statement. However, when the forecast transaction that is hedged results in the recognition of a non- ﬁ nancial asset (for example, inventory) or a liability, the gains and losses previously deferred in other comprehensive income are transferred from other comprehensive income and included in the initial measurement of the cost of the asset or liability. When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship such that the derivative ﬁ nancial instrument no longer qualiﬁ es for hedge accounting, but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in other comprehensive income and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in other comprehensive income is recognised immediately in the Income Statement. Derivative ﬁ nancial instruments that do not qualify for hedge accounting Certain derivative ﬁ nancial instruments do not qualify for hedge accounting. Changes in the fair value of any derivative ﬁ nancial instruments that do not qualify for hedge accounting are recognised immediately in the Income Statement. Employee beneﬁ ts Annual, long service and retirement leave beneﬁ ts estimated to be payable to employees are accounted for on the basis of statutory and contractual requirements. Long-term service beneﬁ ts Contact's net obligation in respect of long-term service beneﬁ ts, other than pension plans, is the amount of future beneﬁ ts that employees have earned in return for their service in the current and prior years. The obligation is calculated using an actuarial technique. Share-based payments Share-based payments are provided to participating employees via a Share Option Plan and a Restricted Share Plan. The fair value of the employee services received in exchange for the grant of the options and restricted shares is recognised as an expense, with a corresponding increase in equity over the vesting period. The fair value is measured at grant date by reference to the fair values of the equity instruments granted, taking into account market performance conditions only. Non-market vesting conditions are included in the assumptions determining the number of options and restricted shares that are expected to become exercisable or vest. At the end of each reporting period, Contact revises the amount to be recognised as an expense to reﬂ ect the number of options and restricted shares that are expected to become exercisable or vest. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 65 Exploration and evaluation expenditure Exploration and evaluation expenditure in relation to geothermal sites is accounted for in accordance with the area of interest method. The application of this method is based on the partial capitalisation model closely aligned to the successful eﬀ orts approach. All exploration and evaluation costs, including directly attributable overheads, general permit activity, geological and geophysical costs are expensed as incurred except the costs of drilling exploration wells and the costs of acquiring new interests. The costs of drilling exploration wells are initially capitalised as development capital work in progress pending the determination of the success of the area. Costs are expensed where the area of interest does not result in a successful discovery. Exploration and evaluation expenditure is partially or fully capitalised where either: • • the expenditure is expected to be recouped through the successful development and exploration of the area of interest (or alternatively, by its sale), or the exploration and evaluation activities in the area of interest have not, at the end of each reporting period, reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and signiﬁ cant operations in, or in relation to, the area of interest are continuing. Capitalised costs are reviewed at the end of each reporting period to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support the continued carry forward of the capitalised costs. Exploration and evaluation expenditure is impaired in the Income Statement under the successful eﬀ orts method of accounting in the period that exploration work demonstrates that an area of interest is no longer prospective for economically recoverable reserves or when the decision to abandon an area of interest is made. Foreign currencies Foreign currency transactions are recorded at the exchange rates in eﬀ ect at the dates of the transactions. Monetary assets and monetary liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the end of each reporting period. Non-monetary assets and non-monetary liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Hedged assets and liabilities accounted for as cash ﬂ ow hedges are translated at the hedged rate, with the underlying hedge contract being separately recorded in the Statement of Financial Position at fair value. Group entities The results and ﬁ nancial positions of all Group entities (none of which have a currency of a hyperinﬂ ationary economy) that have functional currencies diﬀ erent from the presentation currency are translated into the presentation currency as follows: • • • income and expenses are translated at average exchange rates, assets and liabilities are translated at the closing exchange rate at the end of each reporting period, all resulting exchange diﬀ erences are recognised in other comprehensive income. On consolidation, exchange diﬀ erences arising from the translation of the net investment in foreign entities are taken to the foreign currency translation reserve account in other comprehensive income. When a foreign operation is sold, such exchange diﬀ erences are recognised in the Income Statement as part of the gain or loss on sale. Gas entitlements Where Contact has take-or-pay gas purchase contracts, such pay obligations are expensed to the Income Statement in the month the payment obligations crystallise, or as Contact uplifts the gas, depending on the contracted terms. Gas storage – cushion gas Cushion gas is necessary to develop and maintain the operation of a gas storage facility and represents a long-term investment in natural gas reserves. Cushion gas is recognised at cost and not depreciated on the basis that it is economically recoverable at the end of the life of the gas storage facility. The carrying amount is reviewed at the end of each reporting period to determine whether there is any objective evidence of impairment. Refer to the impairment accounting policy. Gas reserves in excess of that required for cushion gas are treated as inventory. Refer to the inventories accounting policy. Generation and other research and development expenditure Expenditure on research activities undertaken with the prospect of gaining new scientiﬁ c or technical knowledge and understanding is recognised in the Income Statement as an expense as incurred. Expenditure on generation and other development activities is capitalised if the process is technically and commercially feasible, future economic beneﬁ ts are probable and Contact intends to, and has suﬃ cient resources to, complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of 66 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 directly attributable overheads and capitalised interest. Revenue earned in the period until the asset is operating in the manner intended by management is deducted from the cost of the asset. Capitalised work in progress is reviewed at the end of each reporting period to determine whether further work is planned to support the continued carrying value of the capitalised costs. Assets are transferred from capital work in progress when they are operating in the manner intended by management and depreciated over the period of their expected economic beneﬁ t. Goods and services tax (GST) The Income Statement and Statement of Cash Flows have been prepared so that all components are stated exclusive of GST. All items in the Statement of Financial Position are stated exclusive of GST, with the exception of receivables and payables, which include GST. Impairment The carrying amounts of Contact's assets, other than inventories and deferred tax assets, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Income Statement. The recoverable amount of receivables is calculated as the present value of expected future cash ﬂ ows. For retail receivables that are not signiﬁ cant on an individual basis, collective impairment is assessed on a portfolio basis, based on historical delinquency rates and historical losses. The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash ﬂ ows are discounted to their net present value using a discount rate that reﬂ ects current market assessments of the time value of money and the risks speciﬁ c to the asset. For an asset that does not generate largely independent cash ﬂ ows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of Contact's share of the net identiﬁ able assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on the acquisition of subsidiaries is included in intangible assets. Goodwill on the acquisition of associates is included in the investment in associates. Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. For the purpose of impairment testing, goodwill is allocated to the individual cash-generating unit to which it relates. Each cash-generating unit represents Contact's lowest level of assets that generate revenue independent of each other. Other intangible assets Other intangible assets with ﬁ nite lives are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is charged to the Income Statement on a straight-line basis over the estimated useful lives of intangible assets from the date they are available for use. In the case of the gas storage rights, this will be when the gas storage facility is operating as management intended. The amortisation rates are as follows: Type of asset Computer software Gas storage rights Patents Amortisation rate 10–33% 4% 10% Asset residual values and useful lives are reviewed annually and adjusted if appropriate. Borrowing costs incurred on the construction or acquisition of a qualifying intangible asset are capitalised during the period of time that is required to complete and prepare the intangible asset for its intended use. The amount of borrowing costs capitalised is determined using either the actual borrowing costs incurred, where qualifying assets have been speciﬁ cally project funded, less any investment income from the temporary investment of those borrowings, or a capitalisation rate representing Contact’s weighted average borrowing cost applicable to the general borrowings (excluding any speciﬁ c borrowings) that were outstanding during the period. Costs cease to be capitalised as soon as the intangible asset is operating in the manner intended by management or production is temporarily suspended, and do not include any ineﬃ ciency costs. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 67 Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The cost of materials, consumable supplies and maintenance spares is determined on a weighted average basis. Gas reserves in excess of the levels required for cushion gas are treated as inventory. The cost of inventory gas is determined on a weighted average basis. Inventory is classiﬁ ed as a current asset as it is expected to be realised in Contact’s normal operating cycle which could extend beyond one year. Investments – ﬁ nancial instruments Contact classiﬁ es its investments in the following categories: • • • ﬁ nancial assets at fair value through proﬁ t or loss, held-to-maturity ﬁ nancial assets, or available-for-sale ﬁ nancial assets. The classiﬁ cation depends on the purpose for which the investments were acquired. Management determines the classiﬁ cation of its investments at initial recognition and re-evaluates this designation at the end of each reporting period. Purchases and sales of ﬁ nancial assets are recognised on the trade date. When ﬁ nancial assets are initially recognised, they are measured at fair value plus, in the case of ﬁ nancial assets not at fair value through proﬁ t or loss, directly attributable transaction costs. Financial assets at fair value through proﬁ t or loss A ﬁ nancial asset is classiﬁ ed as a ﬁ nancial asset at fair value through proﬁ t or loss if it is acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as fair value through proﬁ t or loss unless they are designated as hedges. Assets in this category are classiﬁ ed as current where the cash ﬂ ows associated with the assets are expected to be realised within 12 months of the end of the reporting period. Subsequent to initial recognition, ﬁ nancial assets at fair value through proﬁ t or loss are measured at fair value, with changes in fair value recognised immediately in the Income Statement. Held-to-maturity ﬁ nancial assets Held-to-maturity ﬁ nancial assets are stated at amortised cost less impairment losses. Available-for-sale ﬁ nancial assets Investments in unlisted shares are classiﬁ ed as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in other comprehensive income, except for impairment losses and foreign exchange gains and losses, which are recognised in the Income Statement. If the fair value of an unlisted equity instrument cannot be reliably determined, the investment is held at cost. When these investments are derecognised, the cumulative gain or loss previously recognised directly in other comprehensive income is recognised in the Income Statement. Operating leases Contact leases and is a lessor of certain plant, equipment, land and buildings. Leases in which a signiﬁ cant portion of the risks and rewards of ownership are retained by the lessor are classiﬁ ed as operating leases. Operating lease receipts and payments are representative of the pattern of beneﬁ ts derived from the leased assets and, accordingly, are recognised in the Income Statement on a straight-line basis. Other income Dividend income Dividend income is recognised in the Income Statement on the date that the dividend is declared. Interest income Interest income is recognised in the Income Statement as it accrues using the eﬀ ective interest rate method. Payables Payables are stated at cost. 68 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Property, plant and equipment Contact’s generation plant and equipment purchased prior to 1 October 2004 is stated at deemed historical cost less accumulated depreciation and accumulated impairment losses. All other property, plant and equipment is carried at historical cost less accumulated depreciation and accumulated impairment losses. The cost of purchased property, plant and equipment, including strategic spares, is the value of the consideration given to acquire the assets and the value of other directly attributable costs that have been incurred in bringing the assets to the location and condition necessary for their intended use. The cost of assets constructed by Contact, including capital work in progress, includes the cost of all materials used in construction, direct labour costs speciﬁ cally associated with construction, resource management consent costs and an appropriate proportion of directly attributable variable and ﬁ xed overheads. It also includes a reduction in respect of any revenue earned by the asset in the period until it is operating in the manner intended by management. Borrowing costs incurred on the construction of a qualifying asset project are capitalised during the period of time that is required to complete and prepare the asset for its intended use. The amount of borrowing costs capitalised is determined using either the actual borrowing costs incurred, where qualifying assets have been speciﬁ cally project funded, less any investment income from the temporary investment of those borrowings, or a capitalisation rate representing Contact’s weighted average borrowing cost applicable to the general borrowings (excluding any speciﬁ c borrowings) that were outstanding during the period. Costs cease to be capitalised when the asset is operating as intended by management or the development is suspended, and do not include any ineﬃ ciency costs. Where an item of property, plant and equipment comprises major components having diﬀ erent useful lives, the components are accounted for as separate items of property, plant and equipment. Subsequent expenditure is capitalised where it is incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major inspection and overhaul expenditure. Other subsequent expenditure is capitalised only when it is probable the future economic beneﬁ ts embodied in the item of property, plant and equipment will ﬂ ow to the entity and can be reliably measured. All other expenditure is recognised in the Income Statement as an expense as incurred. Leased assets Leases in which Contact assumes substantially all the risks and rewards of ownership are classiﬁ ed as ﬁ nance leases. Any asset acquired by way of a ﬁ nance lease is stated at an amount equal to the lower of its fair value or the net present value of the future minimum lease payments at the inception of the lease. Depreciation With the exception of regular major inspections, depreciation is charged to the Income Statement on a straight-line basis so as to allocate the cost of the assets, less any estimated residual value, over their expected remaining useful lives. Regular major inspections are depreciated on an equivalent hours of use basis. The range of annual depreciation rates for each class of asset is as follows: Type of asset Land Generation plant and equipment (including buildings) Other buildings Other plant and equipment Regular major inspections* * Included in generation plant and equipment Depreciation rate Not depreciated 1–33% 1–18% 1–33% Over 25,000 equivalent hours of use Asset residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Receivables Receivables are recognised initially at fair value and subsequently measured at amortised cost using the eﬀ ective interest method, less any impairment loss. An impairment loss is recognised when there is objective evidence that Contact will not be able to collect amounts due according to the original terms of the receivable. The amount of the impairment loss is the diﬀ erence between the asset’s carrying amount and the present value of estimated future cash ﬂ ows, discounted at the eﬀ ective interest rate. The amount of the impairment loss is recognised in the Income Statement. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 69 Restoration and environmental rehabilitation Liabilities are estimated for the abandonment and site restoration of areas from which natural resources are extracted. Such estimates are valued at the present value of the expenditure expected to be required to settle the obligation. The cost primarily represents geothermal ﬁ eld restorations. Estimations are also made for the expected cost of environmental rehabilitation of commercial sites. The liability is immediately recognised when exposure is identiﬁ ed and rehabilitation costs can be reasonably estimated. Revenue Revenue comprises the amounts received and receivable at the end of the reporting period for electricity, gas, LPG, steam and related services supplied to customers in the ordinary course of business, including estimated amounts for unread meters. Sales revenue is recognised in accordance with contractual arrangements, where applicable, and only once the signiﬁ cant risks and rewards of ownership of the goods have passed from Contact to the customer or when services have been rendered to the customer and collection is reasonably assured. Share capital Ordinary shares are classiﬁ ed as share capital. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds. Where the Parent purchases its own equity share capital (treasury stock), the consideration paid, including any directly attributable incremental costs, is deducted from equity until the shares are cancelled or re-issued. Where such shares are subsequently re-issued, any consideration received, net of any directly attributable incremental transaction costs, is included in equity. Statement of Cash Flows The following are the deﬁ nitions used in the Statement of Cash Flows: • • • operating activities include all transactions and other events that are not investing or ﬁ nancing activities, investing activities are those activities relating to the acquisition, holding and disposal of property, plant and equipment, intangible assets and investments, ﬁ nancing activities are those activities that result in changes in the size and composition of the capital structure of Contact. They include both equity and debt not falling within the deﬁ nition of cash. Dividends and interest paid in relation to the capital structure are included in ﬁ nancing activities. Cash ﬂ ows arising from the following operating, investing or ﬁ nancing activities may be reported on a net basis: • cash receipts and payments on behalf of customers where the cash ﬂ ows reﬂ ect the activities of the customers rather than those of Contact, or • cash receipts and payments for ﬁ nancing activities where the maturities are short. Tax Income tax on the proﬁ t or loss for the year comprises current and deferred tax. Income tax is recognised in the Income Statement except to the extent that it relates to items recognised directly in other comprehensive income, in which case the income tax is recognised in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the end of the reporting period, together with any adjustment to tax payable in respect of previous years. Deferred tax is calculated using the balance sheet liability method, providing for temporary diﬀ erences between the carrying amounts of assets and liabilities for ﬁ nancial reporting purposes and the amounts used for taxation purposes. The following temporary diﬀ erences are not provided for: goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that aﬀ ect neither accounting nor taxable proﬁ t, and diﬀ erences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amounts of assets and liabilities, using tax rates enacted or substantially enacted at the end of the reporting period. A deferred tax asset is recognised only to the extent that it is probable that future taxable proﬁ ts will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax beneﬁ ts will be realised. 70 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 2 New Plymouth power station In December 2007, Contact announced the decommissioning of its 31-year-old New Plymouth power station following the discovery of asbestos in areas of the station where it had not been previously recorded on the station’s asbestos register. In May 2008, Contact announced the temporary recommissioning of one 100-megawatt (MW) gas-ﬁ red generator unit in response to tight electricity supply conditions over the winter period. In January 2009, this unit was decommissioned. The ﬁ nancial impact of the decision to decommission the plant was recorded in the year ended 30 June 2008 and was an expense of $33.7 million. This expense principally represented an estimate of the cost to remove asbestos at the plant and other related costs. Additional asbestos was identiﬁ ed in the 2010 ﬁ nancial year and the remaining provision was increased by $5.6 million to cover the cost of removing the asbestos. No impairment of the New Plymouth asset has been recorded on the basis that the recoverable amount of the asset, based on an assessed fair value less cost to sell, exceeds the carrying amount. Following the decommissioning, the New Plymouth asset was transferred from generation plant and equipment to other land and buildings at 30 June 2009. Refer to note 16. 3 Segment reporting Identiﬁ cation of reportable segments Contact has identiﬁ ed its operating segments based on the internal reports that are reviewed and used by the Managing Director in assessing performance and in determining the allocation of resources. The Managing Director is Contact’s ‘chief operating decision-maker’ within the meaning of NZ IFRS 8. Contact has identiﬁ ed two operating segments: Electricity and Other. Products and services from which reportable segments derive their revenues Electricity The ‘Electricity’ business is a generator and retailer of electricity throughout New Zealand. Electricity is generated by means of hydro, geothermal and thermal sources/power stations. Electricity generated is required to be sold to the national grid and then purchased from the relevant node to be retailed to commercial and residential customers. Other The ‘Other’ business is a combination of other services oﬀ ered by Contact. These include the sale of gas to retail and wholesale customers and the sale of LPG to commercial and residential customers in New Zealand. Individual services within the ‘Other’ segment do not exceed 10 per cent of revenue, proﬁ t or total assets and are therefore not separately disclosed. Accounting policies and inter-segment transactions The accounting policies used by Contact in reporting segments internally are the same as those contained in note 1 to the ﬁ nancial statements except as detailed below: Inter-segment revenue The inter-segment revenue is a charge for electricity meters between the ‘Electricity’ and ‘Other’ segments. The inter-segment charge aims to have the ‘Electricity’ segment break even on retail customer meter activity. The following items and associated assets are not allocated to operating segments as they are not reported to the chief operating decision-maker at a segment level: • • • • • change in fair value of ﬁ nancial instruments, other signiﬁ cant items, equity accounted earnings of associates, net interest expense, income tax expense. Geographical segment information Contact operates predominantly in one geographical location being New Zealand. Contact’s operations in Australia are immaterial. Therefore, disclosure of geographical revenue and assets has not been made. Major customers Contact has a large number of customers, but no single external customer accounts for more than 10 per cent of revenue. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Segment note Group 2010 Total segment revenue and other income Total segment direct costs Segment operating margin Segment other operating expenses Segment EBITDAF* Depreciation and amortisation Segment result Change in fair value of ﬁ nancial instruments Other signiﬁ cant items Equity accounted earnings of associates Net interest expense Income tax expense Proﬁ t for the year Group 2009 Total segment revenue and other income Total segment direct costs Segment operating margin Segment other operating expenses Segment EBITDAF* Depreciation and amortisation Segment result Change in fair value of ﬁ nancial instruments Other signiﬁ cant items Equity accounted earnings of associates Net interest expense Income tax expense Proﬁ t for the year Contact Energy Limited Annual Report 2010 71 Electricity $000 Other $000 Inter-segment $000 Total $000 1,859,223 (1,284,531) 334,167 (253,540) (28,982) 28,982 2,164,408 (1,509,089) 574,692 (187,347) 387,345 (153,274) 80,627 (40,990) 39,637 (8,629) 234,071 31,008 – – – – – 655,319 (228,337) 426,982 (161,903) 265,079 4,531 (8,894) 3,272 (55,980) (53,340) 154,668 Electricity $000 Other $000 Inter-segment $000 Total $000 1,891,723 (1,304,086) 357,389 (284,884) (29,047) 29,047 2,220,065 (1,559,923) 587,637 (174,658) 412,979 (153,760) 72,505 (40,225) 32,280 (12,125) 259,219 20,155 – – – – – 660,142 (214,883) 445,259 (165,885) 279,374 (57,511) (2,830) 3,624 (62,601) (44,417) 115,639 * In addition to the above information, the chief operating decision-maker also considers the following components of EBITDAF within the ‘Electricity’ segment: Group Hedged generation Exposed generation Retail electricity Electricity segment EBITDAF 30 June 2010 $000 30 June 2009 $000 318,067 39,967 29,311 321,221 32,296 59,462 387,345 412,979 72 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 4 Revenue Wholesale electricity revenue Retail electricity revenue Gas revenue LPG revenue Steam revenue Total revenue 5 Operating expenses Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 539,359 1,301,924 153,490 130,304 17,940 594,267 1,284,529 154,579 153,779 12,927 539,359 1,138,189 153,490 – 17,940 594,267 1,084,461 154,579 – 12,927 2,143,017 2,200,081 1,848,978 1,846,234 Electricity purchases Electricity transmission, distribution and levies Gas purchases and transmission LPG purchases Meter costs Labour costs Other operating expenses Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 480,790 511,413 396,719 99,175 20,992 83,490 144,847 528,864 494,492 399,533 116,823 20,211 80,396 134,487 429,741 451,405 397,944 – 16,922 80,532 136,149 477,501 412,519 400,804 – 16,140 73,499 128,007 Total operating expenses 1,737,426 1,774,806 1,512,693 1,508,470 Other operating expenses include: Auditors’ remuneration – Audit services: KPMG* – Other assurance services: KPMG* Total auditors’ remuneration Donations Write-oﬀ of receivables (Decrease)/increase in provision for impairment of receivables Rental expense on operating leases Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 612 – 612 75 15,046 (891) 6,583 691 35 726 94 9,100 2,431 5,969 612 – 612 75 11,988 (800) 5,005 691 35 726 94 7,486 1,945 4,358 * In addition, in the year ended 30 June 2009 KPMG charged $186,000 for audit services and $28,000 for other assurance services in relation to the debt prospectus for the retail bond issue. These amounts have been included in the transaction costs of the retail bond issue. Labour costs include: Contributions to KiwiSaver Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 1,624 1,475 1,568 1,405 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 6 Other signiﬁ cant items Contact Energy Limited Annual Report 2010 73 Impairment of Gasbridge assets Retail transaction processing outsourcing costs Removal of New Plymouth asbestos and related costs Write-back of subsidiary advance* Write-oﬀ of subsidiary advance Total other signiﬁ cant items Note 19 26 2, 26 19 Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 – 3,330 5,564 – – 8,894 2,830 – – – – 2,830 – 3,330 5,564 (48,100) 26 (39,180) – – – – 5,145 5,145 * As a result of the amalgamation of Stratford Power Limited into Empower Limited (refer to note 20), $48.1 million relating to a subsidiary advance has been written-back. The reversal of this amount is included within ‘other signiﬁ cant items’ in the Income Statement. 7 Net interest expense Interest expense Interest expense capitalised Interest income Net interest expense Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 108,566 (48,208) (4,378) 89,860 (21,473) (5,786) 108,352 (48,208) (4,299) 89,685 (21,473) (5,720) 55,980 62,601 55,845 62,492 The weighted average capitalisation rate on funds borrowed is 7.4 per cent per annum (2009: 7.1 per cent). 74 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 8 Income tax expense Proﬁ t before income tax Tax thereon at 30% Plus/(less) tax eﬀ ect of adjustments: Change in corporate income tax rate* Removal of tax depreciation on buildings* Temporary diﬀ erences no longer expected to reverse Other diﬀ erences Research and development tax credit 2009 Income tax over provided in prior year Non-assessable write-back of subsidiary advance Income tax expense Comprising: Current tax Deferred tax Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 208,008 160,056 210,942 62,402 48,017 63,283 (42,650) 34,765 7 151 (669) (666) – – – 21 (399) – (3,222) – (42,335) 34,412 – (297) (669) (171) (14,430) 87,154 26,146 – – – 201 – (884) – 53,340 44,417 39,793 25,463 44,290 9,050 37,602 6,815 32,738 7,055 18,907 6,556 53,340 44,417 39,793 25,463 * The 2010 Budget contained two provisions which have had a material eﬀ ect on the Group and Parent’s 2010 tax expense: • A decrease in the corporate income tax rate from 30 per cent to 28 per cent, eﬀ ective from Contact’s income tax year ending 30 June 2012. As a result of this change, deferred tax which is not expected to crystallise in the next 12 months has been restated to 28 per cent, as deferred tax is required to be recorded at the tax rate that will apply when the future tax liability/asset is expected to crystallise. • The removal of tax depreciation on buildings with estimated useful lives of 50 years or more. Contact will no longer be able to claim tax depreciation on buildings from its income tax year ending 30 June 2012. This has resulted in an increased deferred tax liability in respect of buildings completed before May 2010. Imputation credits Group Opening balance Imputation credits attached to dividends paid Imputation credits attached to dividends received New Zealand income tax paid Closing balance 30 June 2010 $000 30 June 2009 $000 186,219 (20,823) 694 39,166 206,535 (44,675) 1,172 23,187 205,256 186,219 The imputation credits are available to shareholders of the Parent through the consolidated imputation group. The imputation credit account balance includes tax paid at both 30 per cent ($62.4 million) and 33 per cent ($142.9 million). Under current legislation, imputation credits can only be attached to future dividends at a ratio of 30/70. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 9 Distributions and dividends Contact Energy Limited Annual Report 2010 75 Group and Parent Distribution/dividend payment date Cents per share 30 June 2010 $000 30 June 2009 $000 Dividends 2008 year ﬁ nal dividend Supplementary dividend Foreign investor tax credit Distributions 2009 year interim distribution 2009 year ﬁ nal distribution 2010 year interim distribution Supplementary dividend Foreign investor tax credit Total distributions and dividends 23 September 2008 31 March 2009 22 September 2009 30 March 2010 17.0 11.0 17.0 11.0 – – – – 99,503 65,934 1,293 (1,293) 98,028 10,197 (10,197) 63,694 – – 579 (579) 165,437 161,722 The distributions on 31 March 2009, 22 September 2009 and 30 March 2010 were made pursuant to the Parent’s Proﬁ t Distribution Plan (PDP). Under the PDP, all shareholders receive distributions in the form of non-taxable bonus shares with the option to have the shares, or a portion of them, bought back by the Parent for cash. Shareholders who elect to have their bonus shares bought back by the Parent at an equivalent cost under the oﬀ -market buy-back facility are treated as having received a fully imputed cash dividend. On 19 August 2010, the Board declared a distribution in the form of a non-taxable bonus issue under the PDP equivalent to 14.0 cents per share, for shares on issue at 3 September 2010, the record date, with bonus shares allocated and/or cash distributed, if elected, on 27 September 2010. Refer to note 34. 10 Earnings and net tangible assets per share Group Underlying earnings per share (cents)* Basic and diluted earnings per share (cents) Weighted average number of shares on issue over the year Net tangible assets per share (dollars) Number of shares on issue at the end of the year * Non-statutory measure. 30 June 2010 30 June 2009 25.13 25.94 596,288,553 27.42 19.98 578,821,979 4.12 604,934,976 4.11 585,314,624 The calculation of underlying earnings per share is based on underlying earnings after tax after adjusting for signiﬁ cant one-oﬀ items and the non-cash change in fair value of ﬁ nancial instruments attributable to holders of unrestricted ordinary shares. It is calculated using the weighted average number of shares on issue over the year. The weighted average number of shares on issue over the year is reﬂ ective of the issue and repurchase of ordinary share capital (excluding treasury stock) pursuant to the Parent’s PDP. For the purpose of calculating the weighted average number of shares on issue, the restricted shares issued under Contact’s Employee Long-Term Incentive Scheme are excluded until shares become unrestricted. The dilutive eﬀ ect of share options and restricted shares has not been taken into account in the calculation of diluted earnings per share at 30 June 2010 and 30 June 2009, as the relevant performance hurdles have not yet been met. The calculation of basic and diluted earnings per share is based on proﬁ t after tax. The calculation of net tangible assets per share at 30 June 2010 and 30 June 2009 is based on the total net assets less intangible assets, divided by the number of shares on issue at the end of each year. 76 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 11 Share capital Group and Parent Opening balance as at 1 July 2008 Share capital issued Share capital repurchased and held as treasury stock* Transaction costs Closing balance as at 30 June 2009 Opening balance as at 1 July 2009 Share capital issued Share capital repurchased and cancelled during the year Restricted shares vested during the year Transaction costs Closing balance as at 30 June 2010 * Treasury stock cancelled on 23 November 2009. Ordinary shares – unrestricted Number $000 576,633,982 11,251,746 (2,571,104) – 780,037 63,694 (14,555) (563) 585,314,624 828,613 585,314,624 26,907,379 (7,288,507) 1,480 – 828,613 165,437 (44,904) 10 (159) 604,934,976 948,997 The holders of unrestricted ordinary shares are entitled to receive dividends or distributions as declared from time to time and are entitled to one vote per share at meetings of the Parent. Ordinary shares have no par value and are fully paid. The Parent issued 16,091,878 and 10,815,501 ordinary shares pursuant to the Parent’s PDP on 22 September 2009 and 30 March 2010 respectively. The PDP allowed shareholders to elect to have the Parent buy back the shares issued to them at the issue price. As a result of shareholder elections, the Parent completed an oﬀ -market buy-back of 4,554,184 shares on 22 September 2009 and 2,734,323 shares on 30 March 2010. These shares were immediately cancelled upon buy-back. Contact issues restricted ordinary shares (restricted shares) pursuant to the Employee Long-Term Incentive Scheme. The restricted shares are held in trust, and are recognised as part of the share-based payment reserve until performance hurdles are met. The restricted shares then become unrestricted and are transferred to ordinary share capital. While restricted shares confer the same rights on the holder as unrestricted ordinary shares, restricted shares are subject to the terms of the Restricted Share Plan that restrict the right to vote and to receive dividends or distributions. Refer to note 12. 12 Share-based payments Contact has an Employee Long-Term Incentive Scheme for participating employees whereby the value of the long-term incentive award is allocated, by value, 50 per cent in share options under a Share Option Plan and 50 per cent in restricted shares under a Restricted Share Plan (together the Plans). Under the Plans, the share options will only be exercisable, and the restricted shares will only become unrestricted, to the extent that the relevant performance hurdles are met. For the restricted shares and share options issued under the Plans, the hurdle is a comparison of Contact’s total shareholder return (TSR) against the average TSR of a reference group comprising the NZX50 index over the relevant period, commencing on the eﬀ ective grant date. The share options and restricted shares are unlisted and are personal to the employee and therefore cannot be traded. The total expense recognised for share-based payments under the Plans during the year ended 30 June 2010 was $1.6 million (2009: $0.9 million). Share Option Plan Under the Share Option Plan, the Board issues share options to participating employees to acquire ordinary shares in the Parent at the market price determined at the eﬀ ective grant date. For share options granted in the year ended 30 June 2010, the market price was the weighted average market price of the Parent’s ordinary shares traded on the NZSX over the ﬁ ve business days prior to the eﬀ ective grant date (30 June 2009: 20 business days). The share options do not entitle the participating employees to receive dividends or distributions from, nor vote in respect of, the shares subject to the options. There is a vesting period of approximately three years from the eﬀ ective grant date before share options may be exercised. Following the end of that period, the performance hurdles are measured on three annual test dates. There is a two-year, two-month exercise period following the ﬁ rst test date during which share options may be exercised, again, to the extent that the performance hurdles are met. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 77 The share options may also be exercised if, between the eﬀ ective grant date and the exercise date, a change of control of the Parent occurs. In addition, the Board may, at its discretion, permit share options to be exercised prior to the commencement of the relevant exercise period where the shares cease to be listed on the NZSX or other circumstances occur where such an early exercise is considered appropriate by the Board. The share options will lapse: • • • • if the performance hurdles are not met by the last measurement date, or if the share options are not exercised by the lapse date, or on the date on which the participant ceases to be employed by the Parent (except in the case of redundancy), or on the death of the participant (provided, however, that the Board may, in its discretion, allow the participant’s successor to exercise the share options). In the event of redundancy, the Share Option Plan will continue, except that the number of share options will be recalculated on a proportionate basis. The number of options granted and lapsed during the reporting period and on issue at the end of the reporting period are summarised below: Group and Parent 2010 Eﬀ ective grant date 1 Jul 2006 15 Jan 2007 1 Oct 2007 1 Feb 2008 1 Oct 2008 1 Oct 2009 First exercise date 1 Oct 2009 1 Oct 2009 1 Oct 2010 1 Oct 2010 1 Oct 2011 1 Oct 2012 Exercise price per option $7.35 $8.28 $9.15 $7.63 $8.60 $5.75 Balance at 1 July 2009 316,898 13,413 364,486 15,008 804,833 – Expiry date 30 Nov 2011 30 Nov 2011 30 Nov 2012 30 Nov 2012 30 Nov 2013 30 Nov 2014 Granted Lapsed Balance at 30 June 2010 Exercisable at 30 June 2010 – – – – – 1,701,718 (32,821) – (50,455) – (133,914) (45,515) 284,077 13,413 314,031 15,008 670,919 1,656,203 1,514,638 1,701,718 (262,705) 2,953,651 Group and Parent 2009 Eﬀ ective grant date 1 Jul 2006 20 Nov 2006 15 Jan 2007 1 Oct 2007 1 Feb 2008 1 Oct 2008 First exercise date 1 Oct 2009 1 Oct 2009 1 Oct 2009 1 Oct 2010 1 Oct 2010 1 Oct 2011 Exercise price per option $7.35 $7.55 $8.28 $9.15 $7.63 $8.60 Balance at 1 July 2008 330,706 18,361 13,413 445,599 22,706 – Expiry date 30 Nov 2011 30 Nov 2011 30 Nov 2011 30 Nov 2012 30 Nov 2012 30 Nov 2013 Granted Lapsed Balance at 30 June 2009 Exercisable at 30 June 2009 – – – – – 881,769 (13,808) (18,361) – (81,113) (7,698) (76,936) 316,898 – 13,413 364,486 15,008 804,833 830,785 881,769 (197,916) 1,514,638 A further 198,022 share options, including the 7,927 exercisable at 30 June 2010, lapsed on 6 July 2010. Restricted Share Plan Under the Restricted Share Plan the Board issues restricted shares to the participants at the market price determined at the eﬀ ective grant date. Although the participant has beneﬁ cial title to the restricted shares, under the terms of the Restricted Share Plan: • • the restricted shares are issued to an independent trustee to be held on trust for the participant; and the trustee will not exercise any voting rights attaching to the restricted shares and has forgone the right to distributions. Legal title to the restricted shares cannot be transferred to the participant, and therefore traded by the participant, unless, and until, the restricted shares become unrestricted. A participant may not transfer, assign or otherwise dispose of, or create any interest (including any security, or legal or equitable interest) in, a restricted share until it becomes unrestricted. – 7,927 – – – – 7,927 – – – – – – – 78 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 For ordinary shares issued in the year ended 30 June 2010, the market price or allocation price of the restricted shares was the weighted average market price of the Parent’s ordinary shares traded on the NZSX over the ﬁ ve business days prior to the eﬀ ective grant date (30 June 2009: 20 business days). Payment of the allocation price for the restricted shares is funded by an interest-free loan from the Parent in an amount equal to the allocation price for the shares. If the performance hurdles are met, the restricted shares will be released from the trust to the participant following the relevant test date. There is a vesting period of approximately three years from the eﬀ ective grant date before restricted shares that vest may be released from the restrictions and transferred to the participant. Following the end of that period, the exercise hurdles are measured on three annual test dates. To the extent the hurdles are met on each of these test dates, restricted shares must be released from the restrictions and transferred from the trustee to the participant. For restricted shares that a participant becomes entitled to, the Parent pays a bonus, which the participant must use to repay the loan. Upon repayment of the loan, the trustee transfers legal title to the restricted shares to the participant and the shares become unrestricted. The restricted shares may be released from the restrictions and transferred to the participants if, between the grant date and a test date, a change of control of the Parent occurs. The rights to the restricted shares will lapse: • • • if the performance hurdles are not met by the last test date, or on the date on which the participant ceases to be employed by the Parent (except in the case of redundancy), or on the death of the participant (provided, however, that the Board may, in its discretion, allow legal title to the restricted shares to be transferred to the participant’s successor). In the event of redundancy, the Restricted Share Plan will continue, except that the number of restricted shares will be recalculated on a proportionate basis. The number of restricted shares granted, lapsed and vested during the reporting period and the unvested number of restricted shares at the end of the reporting period are summarised below: Group and Parent 2010 Eﬀ ective grant date Unallocated pool 1 Jul 2006 20 Nov 2006 15 Jan 2007 1 Oct 2007 1 Feb 2008 1 Oct 2008 1 Oct 2009 Group and Parent 2009 Eﬀ ective grant date Unallocated pool 1 Jul 2006 20 Nov 2006 15 Jan 2007 1 Oct 2007 1 Feb 2008 1 Oct 2008 First test date Final test date Shares issued Allocation price per share Unvested balance at 1 July 2009 Granted Returned to unallocated pool 1 Oct 2009 1 Oct 2009 1 Oct 2009 1 Oct 2010 1 Oct 2010 1 Oct 2011 1 Oct 2012 1 Oct 2011 1 Oct 2011 1 Oct 2011 1 Oct 2012 1 Oct 2012 1 Oct 2013 1 Oct 2014 70,890 3,581 2,504 83,242 3,091 104,712 241,940 509,960 $7.35 $7.55 $8.28 $9.15 $7.63 $8.60 $5.75 24,159 61,494 – 2,504 63,913 2,807 113,143 (58,200) – – – – – – – 300,140 42,069 (6,369) – – (8,847) – (18,825) (8,028) Unvested balance at 30 June 2010 8,028 55,125 – 1,024 55,066 2,807 94,318 292,112 Vested – – – (1,480) – – – – 268,020 241,940 – (1,480) 508,480 First test date Final test date Shares issued Allocation price per share Unvested balance at 1 July 2008 Granted Returned to unallocated pool Vested Unvested balance at 30 June 2009 1 Oct 2009 1 Oct 2009 1 Oct 2009 1 Oct 2010 1 Oct 2010 1 Oct 2011 1 Oct 2011 1 Oct 2011 1 Oct 2011 1 Oct 2012 1 Oct 2012 1 Oct 2013 70,890 3,581 2,504 83,242 3,091 104,712 268,020 $7.35 $7.55 $8.28 $9.15 $7.63 $8.60 10,667 64,173 3,581 2,504 78,136 4,247 (19,247) – – – – – – 123,959 32,739 (2,679) (3,581) – (14,223) (1,440) (10,816) 163,308 104,712 – – – – – – – – – 24,159 61,494 – 2,504 63,913 2,807 113,143 268,020 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 79 Pursuant to the Restricted Share Plan’s rules, where the rights to the restricted shares lapse, beneﬁ cial ownership of the restricted shares is transferred to the trustee to hold in trust in an unallocated pool, to be reallocated by the Board to a participant at a future date. As at 30 June 2010, 8,028 (2009: 24,159) restricted shares were held by the trustee in the unallocated pool. A further 31,413 restricted shares were transferred to the unallocated pool on 6 July 2010. On 7 December 2009, 1,480 restricted shares issued pursuant to Contact’s Employee Long-Term Incentive Scheme became unrestricted ordinary shares as the relevant performance hurdles were met. As such, legal title to these shares transferred to the participant. Refer to note 11. Fair value of share-based payments The fair value of services received in return for share options granted is based on the fair value of share options granted, measured using a combination of Monte-Carlo simulation and a binomial option pricing model. The valuation of the options granted in the year ended 30 June 2010 was based on the following weighted average assumptions: Group and Parent Risk-free interest rate Expected dividend yield Expected option life (in years) Expected share price volatility Weighted average remaining contractual life (in years) 30 June 2010 30 June 2009 5.0% 5.0% 5.1 26.0% 3.7 5.6% 3.9% 5.1 21.0% 3.7 Restricted shares are valued based on the market price at the eﬀ ective grant date, adjusted for dividends and distributions that are not received until the restricted shares vest. Volatility is based on historical volatility in Contact’s share price. The performance hurdles noted above are included in the valuation model used in determining the fair value of share options and restricted shares issued during the year. 13 Cash and cash equivalents Unrestricted cash Cash and short-term deposits Bank overdrafts (refer to note 23) Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 921 179,220 – 177,848 921 (2,039) 179,220 (1,675) – (2,333) 177,848 (1,959) Cash and cash equivalents in the Statement of Cash Flows (1,118) 177,545 (2,333) 175,889 80 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 14 Receivables and prepayments Retail electricity, other receivables and accruals Less: provision for impairment Wholesale electricity receivables Net receivables Prepayments Interest receivable Advances to subsidiaries Advance to associates Other receivables Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 176,308 (6,301) 47,049 217,056 1,796 1 – 295 – 170,184 (7,192) 70,080 233,072 1,340 637 – – 18,787 141,391 (4,521) 47,049 183,919 1,796 1 24,699 – – 128,031 (5,321) 70,080 192,790 1,333 637 11,239 – 18,787 Total receivables and prepayments 219,148 253,836 210,415 224,786 Receivables past due but not impaired Included in retail electricity, other receivables and accruals are receivables that are past due but not impaired. These relate to customers who pay outside normal commercial terms and for whom there is no recent history of default. 0–30 days past due 30–90 days past due Over 90 days past due Total receivables past due but not impaired Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 20,224 7,262 3,877 31,363 20,734 5,997 5,196 31,927 18,349 5,656 3,701 27,706 18,624 5,929 4,979 29,532 Included in other operating expenses are receivables written-oﬀ during the year totalling $15.0 million (Group) and $12.0 million (Parent) (2009: $9.1 million (Group) and $7.5 million (Parent)). Refer to note 5. Provision for impairment Provision for impairment at the start of the year Decrease/(increase) in provision for the year Provision for impairment at the end of the year Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 (7,192) 891 (6,301) (4,761) (2,431) (7,192) (5,321) 800 (4,521) (3,376) (1,945) (5,321) 15 Inventories LPG Consumables and spare parts Inventory gas Total inventories Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 4,677 6,774 46,915 9,004 6,902 – 58,366 15,906 – 6,537 46,915 53,452 – 6,600 – 6,600 Inventory gas relates to the gas reserves in the Ahuroa reservoir in excess of the reserves required for cushion gas. Refer to note 18. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 16 Property, plant and equipment Contact Energy Limited Annual Report 2010 81 Group Cost Generation plant and equipment (including land and buildings) at deemed cost $000 Other land and buildings at cost $000 Other plant and equipment at cost $000 Generation capital work in progress at cost $000 Development capital work in progress at cost $000 Other capital work in progress at cost $000 Total $000 Balance as at 1 July 2007 Additions Transfers from capital work in progress Disposals 3,938,799 73,664 77,731 – 25,209 13,139 888 (2,992) 272,009 10,718 14,914 – 94,286 50,055 (64,889) – 32,795 60,761 (11,165) (3,038) 21,874 4,384,972 231,680 23,343 – (17,479) (6,030) – Balance as at 30 June 2008 4,090,194 36,244 297,641 79,452 79,353 27,738 4,610,622 Balance as at 1 July 2008 Transfer to intangible assets Reclassiﬁ cation of New Plymouth land and buildings Additions Transfers from capital work in progress Disposals 4,090,194 – 36,244 – 297,641 (6,467) 79,452 – 79,353 – 27,738 4,610,622 (11,599) (5,132) (19,889) 104,171 64,538 (1,970) 19,889 6,517 117 (874) – 9,709 15,608 (52,731) – 55,307 (62,627) – – 243,871 (1,723) – – 16,723 (15,913) – – 436,298 – (55,575) Balance as at 30 June 2009 4,237,044 61,893 263,760 72,132 321,501 23,416 4,979,746 Balance as at 1 July 2009 Additions Transfers from capital work in progress Disposals 4,237,044 75,282 104,120 (10) 61,893 1,021 117 – 263,760 4,081 13,898 (2,058) 72,132 102,946 (40,572) – 321,501 232,685 (63,548) – 23,416 4,979,746 427,370 11,355 – (14,015) (2,068) – Balance as at 30 June 2010 4,416,436 63,031 279,681 134,506 490,638 20,756 5,405,048 Depreciation and impairment losses Balance as at 1 July 2007 Depreciation charge (314,908) (127,220) (2,624) (446) (168,156) (20,404) Balance as at 30 June 2008 (442,128) (3,070) (188,560) Balance as at 1 July 2008 Transfer to intangible assets Reclassiﬁ cation of New Plymouth land and buildings Depreciation charge Disposals Impairment losses recognised in Income Statement* (442,128) – (3,070) – (188,560) 6,085 8,051 (142,647) 1,970 (8,051) (1,086) 874 – (21,043) 52,290 – – – Balance as at 30 June 2009 (574,754) (11,333) (151,228) Balance as at 1 July 2009 Depreciation charge Disposals (574,754) (139,897) 10 (11,333) (2,636) – (151,228) (12,877) 1,811 Balance as at 30 June 2010 (714,641) (13,969) (162,294) – – – – – – – – – – – – – – – – – – – – – – (2,830) (2,830) (2,830) – – (2,830) (123) 123 (485,811) (147,947) – – – – – – – – – – – – (633,758) (633,758) 6,085 – (164,776) 55,134 (2,830) (740,145) (740,145) (155,410) 1,821 (893,734) Carrying value As at 30 June 2008 As at 30 June 2009 As at 30 June 2010 * Refer to note 19. 3,648,066 33,174 109,081 79,452 79,353 27,738 3,976,864 3,662,290 50,560 112,532 72,132 318,671 23,416 4,239,601 3,701,795 49,062 117,387 134,506 487,808 20,756 4,511,314 82 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Parent Cost Generation plant and equipment (including land and buildings) at deemed cost $000 Other land and buildings at cost $000 Other plant and equipment at cost $000 Generation capital work in progress at cost $000 Development capital work in progress at cost $000 Other capital work in progress at cost $000 Total $000 Balance as at 1 July 2007 Additions Transfers from capital work in progress Disposals 3,938,799 73,664 77,731 – 22,538 13,139 – (2,992) 163,750 10,712 9,522 – 94,286 50,055 (64,889) – 30,665 54,411 (11,165) (3,038) 13,075 4,263,113 214,671 12,690 (11,199) – (6,030) – Balance as at 30 June 2008 4,090,194 32,685 183,984 79,452 70,873 14,566 4,471,754 Balance as at 1 July 2008 Transfer to intangible assets Reclassiﬁ cation of New Plymouth land and buildings Additions Transfers from capital work in progress Disposals 4,090,194 – 32,685 – 183,984 (6,467) 79,452 – 70,873 – 14,566 4,471,754 (11,599) (5,132) (19,889) 104,171 64,538 (1,970) 19,889 5,954 – (874) – 2,803 7,966 (52,159) – 55,307 (62,627) – – 238,414 (1,723) – – 16,723 (8,154) – – 423,372 – (55,003) Balance as at 30 June 2009 4,237,044 57,654 136,127 72,132 307,564 18,003 4,828,524 Balance as at 1 July 2009 Additions Transfers from capital work in progress Disposals 4,237,044 75,282 104,120 (10) 57,654 865 – – 136,127 5,293 6,256 (316) 72,132 102,946 (40,572) – 307,564 220,742 (63,548) – 18,003 4,828,524 409,892 – (326) 4,764 (6,256) – Balance as at 30 June 2010 4,416,436 58,519 147,360 134,506 464,758 16,511 5,238,090 Depreciation and impairment losses Balance as at 1 July 2007 Depreciation charge (314,908) (127,220) (2,094) (327) (106,664) (15,508) Balance as at 30 June 2008 (442,128) (2,421) (122,172) Balance as at 1 July 2008 Transfer to intangible assets Reclassiﬁ cation of New Plymouth land and buildings Depreciation charge Disposals (442,128) – (2,421) – (122,172) 6,085 8,051 (142,647) 1,970 (8,051) (945) 874 – (16,041) 52,159 Balance as at 30 June 2009 (574,754) (10,543) (79,969) Balance as at 1 July 2009 Depreciation charge Disposals (574,754) (139,897) 10 (10,543) (2,550) – (79,969) (9,670) 316 Balance as at 30 June 2010 (714,641) (13,093) (89,323) – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – (423,666) (143,055) (566,721) (566,721) 6,085 – (159,633) 55,003 (665,266) (665,266) (152,117) 326 (817,057) Carrying value As at 30 June 2008 As at 30 June 2009 As at 30 June 2010 3,648,066 30,264 61,812 79,452 70,873 14,566 3,905,033 3,662,290 47,111 56,158 72,132 307,564 18,003 4,163,258 3,701,795 45,426 58,037 134,506 464,758 16,511 4,421,033 Under the Treaty of Waitangi Act 1975, the Waitangi Tribunal has the power to recommend, in appropriate circumstances, that some of the land and interest in land purchased from the Electricity Corporation of New Zealand (ECNZ) and now owned by Contact be resumed by the Crown in order that it be returned to the Maori claimants. In the event that the Tribunal’s initial recommendation is conﬁ rmed and the land is to be returned, compensation will be paid to Contact under the provisions of the Public Works Act 1981. Generation plant and equipment and capital work in progress Deloitte, as an independent valuer, valued the generation plant and equipment and generation capital work in progress as at 30 June 2010. The carrying amount of generation plant and equipment and generation capital work in progress, had they been recognised at fair value, would be in the range of $3.9 billion to $5.0 billion. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 17 Intangible assets Group Cost Balance as at 1 July 2008 Transfer from property, plant and equipment Additions Disposals Balance as at 30 June 2009 Balance as at 1 July 2009 Additions Disposals Balance as at 30 June 2010 Amortisation and impairment losses Balance as at 1 July 2008 Transfer from property, plant and equipment Amortisation charge Disposals Balance as at 30 June 2009 Balance as at 1 July 2009 Amortisation charge Disposals Balance as at 30 June 2010 Carrying value As at 30 June 2009 As at 30 June 2010 Contact Energy Limited Annual Report 2010 83 Goodwill $000 Patents $000 Gas storage rights $000 Computer software $000 Total $000 181,941 – – – 181,941 181,941 – – 181,941 – – – – – – – – – 1,222 – – – 1,222 1,222 – – 1,222 (1,222) – – – (1,222) (1,222) – – (1,222) 28,563 – 2,305 – 10,134 11,599 30,897 (733) 221,860 11,599 33,202 (733) 30,868 51,897 265,928 30,868 2,485 – 51,897 36,050 (135) 265,928 38,535 (135) 33,353 87,812 304,328 – – – – – – – – – (6,086) (6,085) (1,109) 733 (7,308) (6,085) (1,109) 733 (12,547) (13,769) (12,547) (6,493) 135 (13,769) (6,493) 135 (18,905) (20,127) 181,941 181,941 – – 30,868 33,353 39,350 252,159 68,907 284,201 84 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Parent Cost Balance as at 1 July 2008 Transfer from property, plant and equipment Additions Disposals Balance as at 30 June 2009 Balance as at 1 July 2009 Additions Disposals Balance as at 30 June 2010 Amortisation and impairment losses Balance as at 1 July 2008 Transfer from property, plant and equipment Amortisation charge Disposals Balance as at 30 June 2009 Balance as at 1 July 2009 Amortisation charge Disposals Balance as at 30 June 2010 Carrying value As at 30 June 2009 As at 30 June 2010 Goodwill $000 Patents $000 Gas storage rights $000 Computer software $000 Total $000 123,307 – – – 123,307 123,307 – – 123,307 – – – – – – – – – 123,307 123,307 – – – – – – – – – – – – – – – – – – – – 28,563 – 2,305 – 10,134 11,599 30,897 (733) 162,004 11,599 33,202 (733) 30,868 51,897 206,072 30,868 2,485 – 51,897 36,050 (135) 206,072 38,535 (135) 33,353 87,812 244,472 – – – – – – – – – (6,086) (6,085) (1,109) 733 (6,086) (6,085) (1,109) 733 (12,547) (12,547) (12,547) (6,493) 135 (12,547) (6,493) 135 (18,905) (18,905) 30,868 33,353 39,350 193,525 68,907 225,567 Goodwill For the purpose of impairment testing, all goodwill is allocated to the retail electricity (Group: $143.0 million; Parent: $87.6 million), retail gas (Group and Parent: $35.7 million) and LPG (Group: $3.2 million; Parent: nil) cash-generating units. The impairment test for each unit is based on a value in use discounted cash ﬂ ow valuation. Cash ﬂ ow projections are based on a 10-year ﬁ nancial forecast for the underlying business and are extrapolated using an average annual growth rate of approximately 1.0–3.0 per cent. 10-year ﬁ nancial forecasts are considered appropriate because of the long-term nature of the business. The cash ﬂ ow projections are discounted using post-tax discount rates of 8.0–10.0 per cent. Key assumptions in the value in use calculations for the cash-generating units are: Assumption Method of determination Customer numbers and customer churn Gross margin per customer Cost to serve per customer Review of actual customer numbers and historical data regarding movements in customer numbers. The historical analysis is considered against expected market trends and competition for customers. Review of actual gross margin per customer and consideration of expected market movements and impacts. Review of actual cost to serve per customer and consideration of expected market movements and impacts. Gas storage rights In June 2008, Contact acquired the exclusive right to use the Ahuroa reservoir in order to develop an underground gas storage facility. The acquisition was completed in conjunction with Contact’s ultimate parent company, Origin, which acquired certain New Zealand oil and gas assets from Swift Energy New Zealand Limited. These assets included a petroleum mining licence (PML 38139, the PML) to an area that includes the Ahuroa reservoir. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 85 Contact’s beneﬁ cial right in the PML shall continue until such time as the term of the PML expires or until a new permit is granted. Additions to gas storage rights since acquisition relate to capitalised interest on the original acquisition of the rights. Impairment No impairment exists for any intangible asset at 30 June 2010 (2009: nil). 18 Gas storage – cushion gas As part of the acquisition of the gas storage rights (refer to note 17), Contact also secured beneﬁ cial access to the remaining natural gas and LPG reserves (excluding condensate) in the Ahuroa reservoir. The natural gas reserves at the date of acquisition, together with additional natural gas injections since acquisition, are referred to as cushion gas and represent the investment necessary to enable the ﬁ eld to be used for the storage of future ‘operational’ gas. Cushion gas is recognised at cost, which includes capitalised interest, and is presented in the Statement of Financial Position as a separate non-current, non-depreciable asset, referred to as gas storage – cushion gas. Gas injected in excess of cushion gas requirements is treated as inventory. Refer to note 15. 19 Investment in jointly controlled entity Name of entity Gasbridge Joint Venture Interest held by Group 30 June 2010 30 June 2009 Principal activity 50% 50% Liqueﬁ ed natural gas importation development The Gasbridge Joint Venture is operated through Gasbridge Limited, an entity jointly controlled by Contact Aria Limited (a 100 per cent subsidiary of Contact Energy Limited) and GP No. 1 Limited (a 100 per cent subsidiary of Genesis Power Limited). The joint venture was set up to preserve the option of importing natural gas, if required in the future. The following amounts represent Contact’s 50 per cent share of the assets and liabilities, income and results of the joint venture. These are included in the Statement of Financial Position and the Income Statement. Group Assets Current assets Total assets Liabilities Current liabilities Total liabilities Net assets/(liabilities) Income Expenses Loss after income tax Proportionate interest in joint venture's commitments 30 June 2010 $000 30 June 2009 $000 7 7 2 2 5 3 (10) (7) – 42 42 59 59 (17) 4 (344) (340) – During the year ended 30 June 2009 Contact and Genesis Power Limited decided to put on hold the development of the land-based liqueﬁ ed natural gas (LNG) terminal. As a result of this decision, Contact wrote-oﬀ its share of the assets of the Gasbridge Joint Venture relating to the previously planned onshore LNG storage and land-based regasiﬁ cation facility. An impairment loss of $2.8 million was taken to the Income Statement relating to this write-oﬀ for the year ended 30 June 2009. 86 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 As a result of this decision, the Parent wrote-oﬀ an amount of $5.1 million receivable from its subsidiary Contact Aria Limited in relation to its investment in the Gasbridge Joint Venture for the year ended 30 June 2009. There are no contingent liabilities relating to Contact’s interest in the joint venture and no contingent liabilities in the joint venture itself (2009: nil). 20 Investment in subsidiaries Name of entity Empower Limited Stratford Power Limited* Contact Aria Limited Contact Wind Limited Rockgas Holdings Limited** Rockgas Limited Contact Australia Pty Limited Contact Operations Australia Pty Limited Interest held by Parent 30 June 2010 30 June 2009 Principal activity 100% N/a 100% 100% N/a 100% 100% 100% 100% Electricity retailer and gas wholesaler 100% Gas wholesaler 100% Investment holding company 100% Wind generation development 100% Holding and management company 100% LPG retailer 100% Investment holding company 100% Manages Australian interests relating to operation and maintenance of Oakey Power Holdings Pty Limited * Eﬀ ective 7 September 2009 Stratford Power Limited was amalgamated into Empower Limited. ** Eﬀ ective 7 September 2009 Rockgas Holdings Limited was amalgamated into Rockgas Limited. All subsidiaries have a 30 June balance date. 21 Investment in associates Interest held by Group Name of entity 30 June 2010 30 June 2009 Principal activity Oakey Power Holdings Pty Limited Rockgas Timaru Limited Energyhedge Limited 25% 50% 20% 25% Electricity generation 50% LPG distribution Futures trading N/a Country of incorporation New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand Australia Australia Country of incorporation Australia New Zealand New Zealand Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 8,687 8 3,272 (147) (3,011) 8,809 8,015 – 3,624 (67) (2,885) 8,687 1,579 8 – – – 1,587 1,579 – – – – 1,579 Carrying value of associates Carrying value at the start of the year Purchase of investment in Energyhedge Share of recognised revenue and expenses Movements taken to foreign currency translation reserve Dividends received Carrying value at the end of the year Rockgas Timaru Limited has a balance date of 31 March. Contact acquired shares in Energyhedge Limited on 1 August 2009. Contact Energy Limited Annual Report 2010 87 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Group Aggregate summary ﬁ nancial information of associates, not adjusted for the percentage held by Contact Total assets Total liabilities Total revenues Proﬁ t for the year 30 June 2010 $000 30 June 2009 $000 146,487 111,803 43,791 13,334 161,644 127,416 42,138 13,244 22 Available-for-sale ﬁ nancial assets Available-for-sale ﬁ nancial assets are ﬁ nancial assets that do not fall into any other ﬁ nancial instrument category. Contact does not currently intend to sell these assets. At cost* Unlisted shares in Liquigas Limited Total available-for-sale ﬁ nancial assets Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 2,935 2,935 2,935 2,935 – – – – * As the fair value of the investment in the unlisted shares of Liquigas Limited cannot be reliably determined, the investment is held at cost. 88 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 23 Borrowings This note provides information about the contractual terms of Contact’s borrowings. For more information about Contact’s exposure to interest rate and foreign currency risk, refer to note 24. Carrying value of borrowings Current borrowings Bank overdraft Loan from associate Finance lease liabilities Total current borrowings Current portion of term borrowings 4.5% March 2010 Total current portion of term borrowings Non-current borrowings Non-current portion of term borrowings 6.9% February 2013 5.3% March 2014 5.3% March 2015 5.6% March 2018 7.1% April 2018 Fixed rate senior notes Retail ﬁ xed rate bonds May 2014 Wholesale ﬁ xed rate bonds April 2017 Total non-current portion of term borrowings Committed credit facilities Finance lease liabilities Borrowing currency denomination Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 NZD AUD NZD USD USD USD USD USD USD NZD NZD NZD NZD 2,039 – 1,141 3,180 1,675 1,580 1,056 4,311 2,333 – 1,120 3,453 1,959 – 1,023 2,982 – – 141,662 141,662 – – 141,662 141,662 121,094 136,282 163,223 64,913 44,573 530,085 541,809 99,795 130,593 140,867 166,886 65,411 45,595 549,352 540,219 – 121,094 136,282 163,223 64,913 44,573 530,085 541,809 99,795 130,593 140,867 166,886 65,411 45,595 549,352 540,219 – 1,171,689 106,200 1,344 1,089,571 – 1,535 1,171,689 106,200 1,327 1,089,571 – 1,495 Total non-current borrowings 1,279,233 1,091,106 1,279,216 1,091,066 Foreign currency denominated term borrowings are hedged by cross currency interest rate swaps and are measured at fair value less deferred ﬁ nancing costs in the Statement of Financial Position. All other borrowings are held at amortised cost less deferred ﬁ nancing costs. The reconciliation of the New Zealand dollar equivalent of contracted term borrowings to the Statement of Financial Position carrying value is detailed below: Group and Parent 2010 New Zealand dollar equivalent of notional borrowings Deferred ﬁ nancing costs Net fair value adjustment Fixed rate senior notes $000 Retail ﬁ xed rate bonds $000 587,299 (1,275) (55,939) 550,000 (8,191) – Wholesale ﬁ xed rate bonds $000 100,000 (205) – Total term borrowings $000 1,237,299 (9,671) (55,939) Carrying value of term borrowings 530,085 541,809 99,795 1,171,689 Current Non-current – 530,085 – 541,809 – 99,795 – 1,171,689 530,085 541,809 99,795 1,171,689 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Group and Parent 2009 New Zealand dollar equivalent of notional borrowings Deferred ﬁ nancing costs Net fair value adjustment Carrying value of term borrowings Current Non-current Contact Energy Limited Annual Report 2010 89 Fixed rate senior notes $000 Retail ﬁ xed rate bonds $000 Wholesale ﬁ xed rate bonds $000 747,527 (1,678) (54,835) 550,000 (9,781) – 691,014 540,219 141,662 549,352 – 540,219 691,014 540,219 – – – – – – – Total term borrowings $000 1,297,527 (11,459) (54,835) 1,231,233 141,662 1,089,571 1,231,233 Wholesale ﬁ xed rate bonds On 13 April 2010, Contact issued $100.0 million of ﬁ xed rate bonds at a coupon rate of 7.86 per cent. Financing costs directly attributable to the bond issue were $0.2 million. Interest is payable bi-annually in arrears until the bonds mature on 13 April 2017, at which point Contact will pay the bondholders the face value of the ﬁ xed rate bonds. Contact accounts for these bonds at amortised cost using the eﬀ ective interest rate. Retail ﬁ xed rate bonds On 31 March 2009, Contact issued $550.0 million of ﬁ xed rate bonds at a coupon rate of 8.0 per cent. Financing costs directly attributable to the bond issue were $10.1 million. Interest is payable quarterly in arrears until the bonds mature on 15 May 2014, at which point Contact will pay the bondholders the face value of the ﬁ xed rate bonds. Contact accounts for these bonds at amortised cost using the eﬀ ective interest rate. Security Except for ﬁ nance leases, Contact’s borrowings are unsecured. Contact borrows under a negative pledge arrangement, which does not permit Contact to grant any security interest over its assets, unless it is an exception permitted within the negative pledge arrangements. All borrowing covenant requirements were met at 30 June 2010 and at 30 June 2009. Credit facilities Contact had total committed credit facilities at 30 June 2010 of $520.0 million, of which $106.2 million was drawn (2009: $685.0 million, nil drawn). As at 30 June 2010, $75.0 million of the facilities mature in May 2011, $150.0 million mature in December 2012 and $295.0 million mature in March 2013. These committed credit facilities also supported a $250.0 million commercial paper programme. This programme was unutilised at 30 June 2010 (30 June 2009: unutilised). Finance lease liabilities Future minimum lease payments are as follows: Not later than one year Later than one year and not later than ﬁ ve years Minimum lease payments Future ﬁ nance charges on ﬁ nance leases Present value of ﬁ nance lease liabilities The ﬁ nance leases relate to computer equipment. Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 1,191 1,655 2,846 (361) 2,485 1,205 1,758 2,963 (372) 2,591 1,166 1,637 2,803 (356) 2,447 1,173 1,717 2,890 (372) 2,518 90 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 The present value of ﬁ nance lease liabilities are as follows: Not later than one year Later than one year and not later than ﬁ ve years Present value of ﬁ nance lease liabilities 24 Financial instruments Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 1,141 1,344 2,485 1,056 1,535 2,591 1,120 1,327 2,447 1,023 1,495 2,518 Financial risk management objectives In the normal course of business, Contact is exposed to a variety of ﬁ nancial risks: market risk (including foreign currency risk, interest rate risk and price risk), credit risk and liquidity risk. Contact’s overall risk management programme focuses on the unpredictability of ﬁ nancial markets and seeks to minimise potential adverse eﬀ ects on Contact’s ﬁ nancial performance. Contact uses derivative ﬁ nancial instruments to hedge these risk exposures. Fair value of derivative ﬁ nancial instruments The fair value of the signiﬁ cant types of derivative ﬁ nancial instruments outstanding is summarised below: Group Cross currency interest rate swaps Interest rate derivatives Cross currency interest rate swaps – margin Forward foreign exchange derivatives Electricity price hedges Total derivative ﬁ nancial instruments Current Non-current Parent Cross currency interest rate swaps Interest rate derivatives Cross currency interest rate swaps – margin Forward foreign exchange derivatives Electricity price hedges Total derivative ﬁ nancial instruments Current Non-current Fair value assets 30 June 2010 $000 Fair value liabilities 30 June 2010 $000 Fair value assets 30 June 2009 $000 Fair value liabilities 30 June 2009 $000 724 – – 91 4,927 (56,555) (32,405) (3,325) (1,511) (36,910) 4,103 1,809 117 3,713 11,842 (58,922) (38,544) (2,454) (5,940) (52,413) 5,742 (130,706) 21,584 (158,273) 4,955 787 (31,895) (98,811) 14,987 6,597 (72,368) (85,905) 5,742 (130,706) 21,584 (158,273) Fair value assets 30 June 2010 $000 Fair value liabilities 30 June 2010 $000 Fair value assets 30 June 2009 $000 Fair value liabilities 30 June 2009 $000 724 – – 50 4,927 (56,555) (32,405) (3,325) (1,511) (36,910) 4,103 1,809 117 3,713 11,842 (58,922) (38,544) (2,454) (5,889) (52,413) 5,701 (130,706) 21,584 (158,222) 4,914 787 (31,895) (98,811) 14,987 6,597 (72,317) (85,905) 5,701 (130,706) 21,584 (158,222) Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 91 Change in fair value of ﬁ nancial instruments The change in fair value of ﬁ nancial instruments recognised in the Income Statement and cash ﬂ ow hedge reserve is summarised below: Group Favourable/(unfavourable) Cross currency interest rate swaps Borrowings Interest rate derivatives Cross currency interest rate swaps – margin Forward foreign exchange derivatives Forward foreign exchange derivatives Electricity price hedges Electricity price hedges Income tax on change in fair value of ﬁ nancial instruments taken to other comprehensive income Hedge accounting designation Fair value hedge No hedge Cash ﬂ ow hedge Cash ﬂ ow hedge No hedge Cash ﬂ ow hedge No hedge Income Statement 30 June 2010 $000 Cash ﬂ ow hedge reserve 30 June 2010 $000 Income Statement 30 June 2009 $000 Cash ﬂ ow hedge reserve 30 June 2009 $000 (1,012) 1,104 92 3,683 3,135 – – (3,097) 718 – – – 647 (4,123) 807 – 10,967 – 136,436 (136,444) (8) (51,096) 2,444 – 56 1,814 (10,721) – – – 904 1,810 (6,058) – 55,435 – – (1,693) – (16,472) Total change in fair value of ﬁ nancial instruments 4,531 6,605 (57,511) 35,619 Parent Favourable/(unfavourable) Cross currency interest rate swaps Borrowings Interest rate derivatives Cross currency interest rate swaps – margin Forward foreign exchange derivatives Forward foreign exchange derivatives Electricity price hedges Electricity price hedges Income tax on change in fair value of ﬁ nancial instruments taken to other comprehensive income Hedge accounting designation Fair value hedge No hedge Cash ﬂ ow hedge Cash ﬂ ow hedge No hedge Cash ﬂ ow hedge No hedge Income Statement 30 June 2010 $000 Cash ﬂ ow hedge reserve 30 June 2010 $000 Income Statement 30 June 2009 $000 Cash ﬂ ow hedge reserve 30 June 2009 $000 (1,012) 1,104 92 3,683 3,135 – – (3,097) 718 – – – 647 (4,123) 715 – 10,967 – 136,436 (136,444) (8) (51,096) 2,444 – 56 1,814 (10,721) – – – 904 1,810 (6,260) – 55,435 – – (1,693) – (16,394) Total change in fair value of ﬁ nancial instruments 4,531 6,513 (57,511) 35,495 92 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Movement in cash ﬂ ow hedge reserve Balance as at 1 July 2008 Eﬀ ective portion of cash ﬂ ow hedges recognised in the cash ﬂ ow hedge reserve Amount transferred from the cash ﬂ ow hedge reserve to revenue Amount transferred from the cash ﬂ ow hedge reserve to operating expenses Amount transferred from the cash ﬂ ow hedge reserve to change in fair value of ﬁ nancial instruments Amount transferred from the cash ﬂ ow hedge reserve to property, plant and equipment Amount transferred from the cash ﬂ ow hedge reserve to deferred tax Balance as at 30 June 2009 Balance as at 1 July 2009 Eﬀ ective portion of cash ﬂ ow hedges recognised in the cash ﬂ ow hedge reserve Amount transferred from the cash ﬂ ow hedge reserve to revenue Amount transferred from the cash ﬂ ow hedge reserve to operating expenses Amount transferred from the cash ﬂ ow hedge reserve to change in fair value of ﬁ nancial instruments Amount transferred from the cash ﬂ ow hedge reserve to property, plant and equipment Amount transferred from the cash ﬂ ow hedge reserve to deferred tax Balance as at 30 June 2010 Group $000 (74,279) 46,003 (10,853) (717) 904 (2,961) 3,243 Parent $000 (74,103) 46,045 (10,853) (975) 904 (2,961) 3,335 (38,660) (38,608) (38,660) 1,680 2,213 505 647 1,863 (303) (38,608) 1,538 2,213 555 647 1,863 (303) (32,055) (32,095) Risk management Risk management is carried out by a central treasury department (Treasury) for interest rate and foreign exchange exposures. Risk management activities in respect of the electricity exposures are undertaken by the wholesale group (Wholesale). Both Treasury and Wholesale operate under policies approved by the Board. Treasury and Wholesale identify, evaluate and hedge the ﬁ nancial risks in close co-operation with Contact’s operating units. The Board’s policies provide written principles for overall risk management, as well as written policies covering speciﬁ c areas, such as foreign currency risk, price risk, credit risk, interest rate risk, use of derivative ﬁ nancial instruments and non-derivative ﬁ nancial instruments, and the investment of excess liquidity. (a) Market risk (i) Foreign currency risk Contact is exposed to foreign currency risk as a result of transactions denominated in a currency other than Contact’s functional currency, New Zealand dollars. The currencies giving rise to this risk are primarily Australian dollar, US dollar, Swiss franc, Japanese yen and the Euro. Foreign currency risk arises from future commercial transactions (including interest payments on long-term borrowings and the purchase of capital equipment and maintenance), recognised assets and liabilities (including borrowings) and net investments in foreign operations. Contact uses forward foreign exchange contracts to manage the foreign exchange risk arising from future commercial transactions and recognised assets and liabilities. To manage the foreign currency risk arising from the future interest payments required on foreign currency denominated long-term borrowings, Contact uses cross currency interest rate swaps (ﬁ xed to ﬂ oating), which convert the foreign currency denominated future interest payments into the functional currency for the full term of the underlying borrowings. Treasury is responsible for managing the net position in each foreign currency within the parameters of Board policy. Contact has certain investments in foreign operations whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of Contact’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. Forward foreign exchange contracts The aggregate notional principal amount of the outstanding forward foreign exchange contracts at 30 June 2010 was $44.4 million (2009: $120.3 million). As at 30 June 2010, all forward foreign exchange contracts were designated in a cash ﬂ ow hedge relationship. The hedged anticipated transactions denominated in foreign currency are expected to occur at various dates between one and nine months (2009: between one month and one year and three months) from the end of the reporting period. Gains and losses recognised in the cash ﬂ ow hedge reserve in other comprehensive income on forward foreign exchange contracts as at 30 June 2010 will be released at dates when the cash ﬂ ow from the underlying anticipated transactions will occur and will be recognised in the Income Statement or included in the cost of any asset or liability acquired. During the year to 30 June 2010, no hedges were de-designated, and all underlying forecast transactions remain highly probable to occur as originally forecast. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 93 Sensitivity analysis At 30 June 2010, if the New Zealand dollar had weakened/strengthened by 10 per cent against the currencies with which Contact had foreign currency risk, with all other variables held constant: • post–tax proﬁ t for the year would not have been materially diﬀ erent; and • the cash ﬂ ow hedge reserve component of other comprehensive income would have been $2.7 million higher/lower (2009: $8.7 million higher/lower), arising from unrealised foreign exchange gains/losses on the revaluation of forward foreign exchange contracts in a cash ﬂ ow hedge relationship. (ii) Price risk Contact is exposed to commodity price risk, primarily from wholesale electricity prices. To manage its commodity price risk in respect of electricity, Contact utilises electricity price hedges including options, where Contact buys and sells forward electricity hedges at a ﬁ xed price. Electricity price hedges The aggregate notional volume of the outstanding ﬁ xed volume electricity price hedges at 30 June 2010 was 1,028 gigawatt hours (GWh) (2009: 1,522 GWh). The aggregate notional volume of the outstanding variable volume electricity price hedges at 30 June 2010 was 5,093 GWh (2009: 7,634 GWh). Electricity price hedges are hedging underlying exposures over various trade periods out to August 2013. As at 30 June 2010 the fair value of the electricity price hedges was $(32.0) million (2009: $(40.6) million), $(30.9) million of which was designated in a cash ﬂ ow hedge relationship (2009: $(38.8) million). Gains and losses on hedged electricity price hedges recognised in the cash ﬂ ow hedge reserve in other comprehensive income will be continually released to the Income Statement in the year in which the underlying sale/purchase transactions are recognised in the Income Statement. Sensitivity analysis The following table summarises the impact of increases/decreases in the relevant wholesale electricity forward prices on Contact’s post-tax proﬁ t for the year and on the cash ﬂ ow hedge reserve component of other comprehensive income. The sensitivity analysis is based on the assumption that the relevant market prices had increased/decreased by 10 per cent, with all other variables held constant: Group and Parent Favourable/(unfavourable) Impact on post-tax proﬁ t Impact on other comprehensive income 30 June 2010 +10% $000 30 June 2010 -10% $000 30 June 2009 +10% $000 30 June 2009 -10% $000 (1,535) 6,518 (686) (7,040) 251 13,013 (786) (12,335) (iii) Interest rate risk (cash ﬂ ow and fair value) Contact’s income and operating cash ﬂ ows are substantially independent of changes in market interest rates. Contact is primarily exposed to interest rate risk as a result of issuing term borrowings at ﬁ xed interest rates. Contact manages the combined interest and foreign currency risk on borrowings issued in foreign currency by entering into cross currency interest rate swaps to convert the proceeds into a ﬂ oating rate New Zealand dollar exposure. In addition, New Zealand dollar interest rate swaps are used to cover domestic interest rate risk. Cross currency interest rate swaps The aggregate notional principal amount of the outstanding cross currency interest rate swap contracts at 30 June 2010 was $587.3 million (2009: $747.5 million). The cross currency interest rate swaps have been split into two components for the purpose of hedge designation. The hedge of the benchmark interest rate is designated as a fair value hedge, and the hedge of the issuance margin is designated as a cash ﬂ ow hedge. The hedged anticipated interest payments are expected to occur at various dates between one month and eight years (2009: one month and nine years) from the end of the reporting period as a result of the maturities of the underlying borrowings. 94 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Interest rate swaps The aggregate notional principal amount of the outstanding interest rate swap contracts at 30 June 2010 was $895.0 million (2009: $1,016.4 million) including $170.0 million of forward starting swaps (2009: $355.0 million). The anticipated interest payment transactions are expected to occur at various dates between one month and nine years (2009: one month and 10 years) from the end of the reporting period. Sensitivity analysis The following table summarises the impact on Contact’s post-tax proﬁ t, if interest rates had been 100 basis points higher or 25 basis points lower (2009: 100 basis points higher/lower), with all other variables held constant. This is mainly as a result of the fair value change in interest rate swaps, which are valid economic hedges but which do not qualify for hedge accounting under NZ IAS 39. There would be no eﬀ ect on other comprehensive income. The change in the sensitivity rates used on the prior year is driven by Contact’s expectation of future interest rate movements. (b) Credit risk Group and Parent Favourable/(unfavourable) Impact on post-tax proﬁ t 30 June 2010 +100bps $000 30 June 2010 -25bps $000 30 June 2009 +100bps $000 30 June 2009 -100bps $000 7,207 (2,694) 16,472 (17,563) Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in ﬁ nancial loss to Contact. Contact is exposed to credit risk in the normal course of business arising from receivables, the purchase of commercial paper and transactions with ﬁ nancial institutions. The Board has approved a policy of only dealing with creditworthy counterparties and obtaining suﬃ cient collateral, where appropriate, as a means of mitigating the risk of ﬁ nancial loss from defaults. Contact minimises its exposure to credit risk of receivables through the adoption of counterparty credit limits. Derivative counterparties and cash transactions are limited to high-credit-quality ﬁ nancial institutions and other organisations in the relevant industry. Contact's exposure and the credit ratings of its counterparties are continually monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties. The carrying amounts of ﬁ nancial assets recognised in the Statement of Financial Position best represent Contact's maximum exposure to credit risk at the end of the reporting period without taking account of the value of any collateral obtained. Contact does not have any signiﬁ cant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Concentration of credit risk with respect to receivables is limited owing to Contact's large customer base in a diverse range of industries throughout New Zealand. Contact has no signiﬁ cant concentration of credit risk with any one institution, despite there being signiﬁ cant sales to M-co. M-co acts as an electricity market clearing agent and the counterparty risk sits with the market participants. Market participants are required to provide letters of credit to M-co, which would be called upon should any market participant default. (c) Liquidity risk Contact's liquidity risk arises from its ability to attract cost-eﬀ ective funding, which is largely driven by its credit standing. Prudent liquidity risk management implies maintaining suﬃ cient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the spreading of debt maturities. Liquidity risk is monitored by continually forecasting actual cash ﬂ ows and matching the maturity proﬁ les of ﬁ nancial assets and liabilities. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 95 Contractual maturities of ﬁ nancial liabilities and derivative ﬁ nancial instruments The contractual maturities disclosed below are the contracted undiscounted cash ﬂ ows for all ﬁ nancial liabilities, except for the derivative ﬁ nancial instruments which are the undiscounted settlements expected under the contracts. Balances due within 12 months equal their carrying values as the impact of discounting is not signiﬁ cant. As the amounts presented are contracted undiscounted cash ﬂ ows and include forward starting derivatives, the totals will not reconcile with the Statement of Financial Position. Group 2010 Outﬂ ow/(inﬂ ow) Payables and accruals Borrowings Finance lease liabilities Net settled derivative ﬁ nancial instruments: Electricity price hedges Interest rate derivatives Gross settled derivative ﬁ nancial instruments: Forward foreign exchange derivatives – Inﬂ ow – Outﬂ ow Cross currency interest rate swaps – Inﬂ ow – Outﬂ ow Total Group 2009 Outﬂ ow/(inﬂ ow) Payables and accruals Borrowings Finance lease liabilities Net settled derivative ﬁ nancial instruments: Electricity price hedges Interest rate derivatives Gross settled derivative ﬁ nancial instruments: Forward foreign exchange derivatives – Inﬂ ow – Outﬂ ow Cross currency interest rate swaps – Inﬂ ow – Outﬂ ow Total contractual cash ﬂ ows $000 242,170 1,600,704 2,846 Note 23 Less than 1 year $000 242,170 82,486 1,191 30,037 36,761 7,411 11,889 (42,707) 44,127 (610,540) 748,000 (42,707) 44,127 (27,763) 27,321 1–2 years $000 – 79,746 969 13,902 7,782 2–5 years $000 – 1,211,689 686 More than 5 years $000 – 226,783 – 8,724 12,725 – 4,365 – – – – – – (27,756) 32,200 (449,713) 559,664 (105,308) 128,815 2,051,398 346,125 106,843 1,343,775 254,655 Total contractual cash ﬂ ows $000 289,512 1,604,451 2,963 Note 23 Less than 1 year $000 289,512 222,784 1,205 44,487 40,623 8,789 24,934 1–2 years $000 – 73,817 783 16,123 11,841 2–5 years $000 – 1,014,402 975 More than 5 years $000 – 293,448 – 19,575 4,288 – (440) (111,637) 114,684 (109,654) 112,851 (1,983) 1,833 – – – – (831,010) 972,957 (175,462) 189,594 (29,809) 32,254 (332,236) 407,596 (293,503) 343,513 Total 2,127,030 564,553 104,859 1,114,600 343,018 96 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Parent 2010 Outﬂ ow/(inﬂ ow) Payables and accruals Borrowings Finance lease liabilities Net settled derivative ﬁ nancial instruments: Electricity price hedges Interest rate derivatives Gross settled derivative ﬁ nancial instruments: Forward foreign exchange derivatives – Inﬂ ow – Outﬂ ow Cross currency interest rate swaps – Inﬂ ow – Outﬂ ow Total Parent 2009 Outﬂ ow/(inﬂ ow) Payables and accruals Borrowings Finance lease liabilities Net settled derivative ﬁ nancial instruments: Electricity price hedges Interest rate derivatives Gross settled derivative ﬁ nancial instruments: Forward foreign exchange derivatives – Inﬂ ow – Outﬂ ow Cross currency interest rate swaps – Inﬂ ow – Outﬂ ow Total contractual cash ﬂ ows $000 271,536 1,600,998 2,803 Note 23 Less than 1 year $000 271,536 82,780 1,166 30,037 36,761 7,411 11,889 (44,691) 46,152 (610,540) 748,000 (44,691) 46,152 (27,763) 27,321 1–2 years $000 – 79,746 952 13,902 7,782 2–5 years $000 – 1,211,689 685 More than 5 years $000 – 226,783 – 8,724 12,725 – 4,365 – – – – – – (27,756) 32,200 (449,713) 559,664 (105,308) 128,815 2,081,056 375,801 106,826 1,343,774 254,655 Total contractual cash ﬂ ows $000 324,161 1,603,154 2,890 Note 23 Less than 1 year $000 324,161 221,487 1,173 44,487 40,623 8,789 24,934 1–2 years $000 – 73,817 742 16,123 11,841 2–5 years $000 – 1,014,402 975 More than 5 years $000 – 293,448 – 19,575 4,288 – (440) (106,071) 109,052 (104,088) 107,219 (1,983) 1,833 – – – – (831,010) 972,957 (175,462) 189,594 (29,809) 32,254 (332,236) 407,596 (293,503) 343,513 Total 2,160,243 597,807 104,818 1,114,600 343,018 Fair values The carrying amount of ﬁ nancial assets and ﬁ nancial liabilities recorded in the ﬁ nancial statements approximates their fair values, with the exception of the wholesale and retail ﬁ xed rate bonds. The retail ﬁ xed rate bonds have a fair value of $591.6 million (2009: $563.4 million), compared with a carrying value of $541.8 million (2009: $540.2 million). The wholesale ﬁ xed rate bonds have a fair value of $104.3 million (2009: N/a), compared with a carrying value of $99.8 million (2009: N/a). Estimation of fair values The fair value of ﬁ nancial assets and ﬁ nancial liabilities is determined using a hierarchy as follows: • • • Level one – the fair value is determined using unadjusted quoted prices from an active market for identical assets and liabilities. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for ﬁ nancial instruments held by Contact is the current bid price. Level two – the fair value is derived from inputs other than quoted prices included within level one that are observable for the asset or liability, either directly (i.e. from prices) or indirectly (i.e. derived from prices). Financial instruments in this level include short-term electricity price hedges, forward foreign exchange derivatives, interest rate derivatives and foreign currency denominated debt. Level three – the fair value is derived from inputs that are not based on observable market data. Financial instruments included in this level include certain long-term electricity price hedges, which are valued using internal price paths. Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 97 Where the fair value of a derivative ﬁ nancial instrument is calculated as the present value of the estimated future cash ﬂ ows of the instrument, the two key types of variable used by the valuation technique are: • • forward price curves (for the relevant underlying interest rates, foreign exchange rates or electricity prices); and discount rates. The selection of variables requires signiﬁ cant judgement and therefore there is a range of reasonably possible assumptions in respect of these variables that could be used in estimating the fair values of these derivatives. Maximum use is made of observable market data when selecting variables and developing assumptions for the valuation techniques. The following table presents the hierarchy of the Group and Parent’s ﬁ nancial assets and liabilities that are recognised at fair value: Group 2010 Level one $000 Level two $000 Level three $000 Total balance $000 Financial assets at fair value Derivatives designated as cash ﬂ ow hedging instruments Derivatives designated as fair value hedging instruments Financial liabilities at fair value Derivatives designated as cash ﬂ ow hedging instruments Derivatives designated as fair value hedging instruments Fixed rate senior notes Derivatives held for trading – – – – – – 5,018 724 5,191 56,555 530,085 33,365 – – 5,018 724 35,595 – – – 40,786 56,555 530,085 33,365 Parent 2010 Level one $000 Level two $000 Level three $000 Total balance $000 Financial assets at fair value Derivatives designated as cash ﬂ ow hedging instruments Derivatives designated as fair value hedging instruments Financial liabilities at fair value Derivatives designated as cash ﬂ ow hedging instruments Derivatives designated as fair value hedging instruments Fixed rate senior notes Derivatives held for trading – – – – – – 4,977 724 5,191 56,555 530,085 33,365 – – 4,977 724 35,595 – – – 40,786 56,555 530,085 33,365 The following table presents the changes in level three instruments: Group and Parent Balance as at 1 July 2009 Gains and losses recognised in proﬁ t or loss* Gains and losses recognised in cash ﬂ ow hedge reserve Balance as at 30 June 2010 * Change in fair value of ﬁ nancial instruments. Derivatives designated as cash ﬂ ow hedging instruments $000 (49,134) (3,022) 16,561 (35,595) Total balance $000 (49,134) (3,022) 16,561 (35,595) 98 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Financial instruments by category The following tables provide an analysis of ﬁ nancial assets and ﬁ nancial liabilities by category: Group 2010 Held for trading $000 Loans and receivables $000 Note Available- for-sale ﬁ nancial assets $000 Other ﬁ nancial liabilities $000 Derivatives designated as fair value hedging instruments $000 Derivatives designated as cash ﬂ ow hedging instruments $000 13 22 23 Assets Cash and short-term deposits Receivables Derivative ﬁ nancial instruments Available-for-sale ﬁ nancial assets Total ﬁ nancial assets Total non-ﬁ nancial assets Total assets Liabilities Borrowings Derivative ﬁ nancial instruments Payables and accruals Total ﬁ nancial liabilities Total non-ﬁ nancial liabilities Total liabilities – – – – – 921 217,352 – – 218,273 – – – 2,935 2,935 – – – – – – – 724 – 724 – – 5,018 – 5,018 – 33,365 – 33,365 – – – – – – – – 1,282,413 – 242,170 – 56,555 – – 40,786 – 1,524,583 56,555 40,786 Group 2009 Held for trading $000 Loans and receivables $000 Note Available- for-sale ﬁ nancial assets $000 Other ﬁ nancial liabilities $000 Derivatives designated as fair value hedging instruments $000 Derivatives designated as cash ﬂ ow hedging instruments $000 13 22 23 Assets Cash and short-term deposits Receivables Derivative ﬁ nancial instruments Available-for-sale ﬁ nancial assets Total ﬁ nancial assets Total non-ﬁ nancial assets Total assets Liabilities Borrowings Derivative ﬁ nancial instruments Payables and accruals Total ﬁ nancial liabilities Total non-ﬁ nancial liabilities Total liabilities – – 1,539 – 179,220 233,709 – – 1,539 412,929 – – – 2,935 2,935 – – – – – – – 4,103 – – – 15,942 – 4,103 15,942 – 40,013 – 40,013 – – – – – – – – 1,237,079 – 289,512 – 58,922 – – 59,338 – 1,526,591 58,922 59,338 Total $000 921 217,352 5,742 2,935 226,950 4,920,813 5,147,763 1,282,413 130,706 242,170 1,655,289 715,696 2,370,985 Total $000 179,220 233,709 21,584 2,935 437,448 4,588,719 5,026,167 1,237,079 158,273 289,512 1,684,864 681,701 2,366,565 Contact Energy Limited Annual Report 2010 99 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Parent 2010 Assets Receivables Derivative ﬁ nancial instruments Total ﬁ nancial assets Total non-ﬁ nancial assets Total assets Liabilities Borrowings Derivative ﬁ nancial instruments Payables and accruals Total ﬁ nancial liabilities Total non-ﬁ nancial liabilities Total liabilities Parent 2009 Assets Cash and short-term deposits Receivables Derivative ﬁ nancial instruments Total ﬁ nancial assets Total non-ﬁ nancial assets Total assets Liabilities Borrowings Derivative ﬁ nancial instruments Payables and accruals Total ﬁ nancial liabilities Total non-ﬁ nancial liabilities Total liabilities Available- for-sale ﬁ nancial assets $000 Other ﬁ nancial liabilities $000 Derivatives designated as fair value hedging instruments $000 Derivatives designated as cash ﬂ ow hedging instruments $000 – – – – 724 724 – 4,977 4,977 Held for trading $000 Loans and receivables $000 Note – – – 208,619 – 208,619 23 – 33,365 – 33,365 – – – – – – – – – – – 1,282,669 – 271,536 – 56,555 – – 40,786 – 1,282,669 130,706 271,536 1,554,205 56,555 40,786 Note 13 Held for trading $000 Loans and receivables $000 – – 1,539 177,848 204,666 – 1,539 382,514 23 – 40,013 – 40,013 – – – – Available- for-sale ﬁ nancial assets $000 Other ﬁ nancial liabilities $000 Derivatives designated as fair value hedging instruments $000 Derivatives designated as cash ﬂ ow hedging instruments $000 – – – – – – – – – – – – – – 4,103 – – 15,942 4,103 15,942 1,235,710 – 324,161 – 58,922 – – 59,287 – 1,559,871 58,922 59,287 Total $000 208,619 5,701 214,320 4,892,550 5,106,870 1,684,911 708,555 2,393,466 Total $000 177,848 204,666 21,584 404,098 4,570,109 4,974,207 1,235,710 158,222 324,161 1,718,093 676,457 2,394,550 Capital risk management objectives Contact’s capital includes share capital, reserves and retained earnings. Contact’s objectives when managing capital are to safeguard Contact’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and beneﬁ ts for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Board may adjust the amount and nature of distributions to shareholders, return capital to shareholders, issue new shares or sell assets. The Board reviews the capital structure on a regular basis. Contact monitors capital on the basis of the cash ﬂ ow metrics required to sustain a BBB credit rating. Contact also considers its gearing ratio in monitoring capital structure. This ratio is calculated as net debt divided by total capital funding. 100 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Net debt is calculated as total borrowings less short-term deposits. Total borrowings are calculated using the New Zealand dollar equivalent value of unsecured loans after the eﬀ ect of foreign exchange hedging of the borrowings and before the deduction of deferred ﬁ nancing costs. Total capital funding is calculated as shareholders’ equity, adjusted for the net eﬀ ect of the fair value of ﬁ nancial instruments, plus net debt. The gearing ratios at 30 June 2010 and 30 June 2009 were as follows: Group Net debt Current borrowings New Zealand dollar equivalent of term borrowings – after foreign exchange hedging and before deferred ﬁ nancing costs Retail ﬁ xed rate bonds – before deferred ﬁ nancing costs Wholesale ﬁ xed rate bonds – before deferred ﬁ nancing costs Committed credit facilities Other non-current borrowings Cash and short-term deposits Total net debt Equity Shareholders’ equity Remove net eﬀ ect of fair value of ﬁ nancial instruments after tax Adjusted equity Total capital funding Gearing ratio 30 June 2010 $000 30 June 2009 $000 Note 23 23 23 23 23 23 13 (3,180) (4,311) (587,299) (550,000) (100,000) (106,200) (1,344) 921 (747,527) (550,000) – – (1,535) 179,220 (1,347,102) (1,124,153) (2,776,778) (48,317) (2,659,602) (57,298) (2,825,095) (2,716,900) (4,172,197) (3,841,053) 32.3% 29.3% 25 Payables and accruals Electricity purchases accrual Other trade payables and accruals Advances from subsidiaries Employee beneﬁ ts Interest payable Total payables and accruals Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 34,192 199,647 – 17,029 11,562 46,012 230,999 – 14,723 12,501 30,870 163,187 69,148 16,561 11,562 39,943 193,467 78,250 14,085 12,501 262,430 304,235 291,328 338,246 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 26 Provisions Group Balance as at 1 July 2008 Provisions made during the year Provisions used during the year Provisions reversed during the year Unwind of discount rate Balance as at 30 June 2009 Balance as at 1 July 2009 Provisions made during the year Provisions used during the year Provisions reversed during the year Unwind of discount rate Balance as at 30 June 2010 Current Non-current Parent Balance as at 1 July 2008 Provisions made during the year Provisions used during the year Unwind of discount rate Balance as at 30 June 2009 Balance as at 1 July 2009 Provisions made during the year Provisions used during the year Provisions reversed during the year Unwind of discount rate Balance as at 30 June 2010 Current Non-current Contact Energy Limited Annual Report 2010 101 New Plymouth $000 Restoration/ environmental rehabilitation $000 Retail transaction processing outsourcing $000 18,837 – (15,352) – – 3,485 3,485 5,564 (2,661) – – 6,388 6,388 – 6,388 33,259 3,295 (3,129) (1,215) 3,999 36,209 36,209 8,745 (2,845) (87) 3,057 45,079 3,313 41,766 45,079 – – – – – – – 3,330 (427) – – 2,903 2,903 – 2,903 New Plymouth $000 Restoration/ environmental rehabilitation $000 Retail transaction processing outsourcing $000 18,837 – (15,352) – 3,485 3,485 5,564 (2,661) – – 6,388 6,388 – 6,388 31,134 3,295 (3,068) 2,972 34,333 34,333 8,745 (2,702) – 2,843 43,219 3,074 40,145 43,219 – – – – – – 3,330 (427) – – 2,903 2,903 – 2,903 Other $000 2,476 165 (390) – – 2,251 2,251 1,215 (114) (1,147) – 2,205 542 1,663 2,205 Other $000 2,476 165 (390) – 2,251 2,251 1,215 (114) (1,147) – 2,205 542 1,663 2,205 Total $000 54,572 3,460 (18,871) (1,215) 3,999 41,945 41,945 18,854 (6,047) (1,234) 3,057 56,575 13,146 43,429 56,575 Total $000 52,447 3,460 (18,810) 2,972 40,069 40,069 18,854 (5,904) (1,147) 2,843 54,715 12,907 41,808 54,715 Refer to note 2 for discussion on the provision for removal of asbestos at New Plymouth power station. Cash outﬂ ows in relation to this are expected to occur within the next year. The restoration and environmental rehabilitation provisions include estimates of future expenditure for the abandonment and restoration of areas from which natural resources are extracted and the expected cost of environmental rehabilitation of commercial sites. The provision also includes estimates of future expenditure for the removal of asbestos from generation properties. Cash outﬂ ows are typically expected to coincide with the end of the useful lives of the sites, with the exception of asbestos removal costs which are expected to be incurred within the next ﬁ ve years. The retail transaction processing outsourcing provision represents the best estimate of the costs relating directly to the outsourcing of some back-oﬃ ce retail processes. Cash outﬂ ows in relation to this are expected to occur within the next year. Other provisions cover a range of commercial matters that are the subject of legal privilege and/or conﬁ dentiality arrangements. 102 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 27 Deferred tax Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are oﬀ set on the face of the Statement of Financial Position where they relate to entities within a Consolidated Income Tax Group. Group Property, plant and equipment Investment in associate Inventories Employee beneﬁ ts Provisions Financial instruments Other Total Parent Property, plant and equipment Investment in associate Inventories Employee beneﬁ ts Provisions Financial instruments Other Total Movement in deferred tax Group Property, plant and equipment** Investment in associate Inventories Employee beneﬁ ts Provisions Financial instruments Other Total Assets 30 June 2010 $000 Assets 30 June 2009 $000 Liabilities 30 June 2010 $000 Liabilities 30 June 2009 $000 – – 2,113 5,884 17,831 19,440 – – – 2,179 4,241 15,173 23,889 – (667,877) (2,270) – – – – (7,211) (661,121) (2,235) – – – – (3,512) 45,268 45,482 (677,358) (666,868) Assets 30 June 2010 $000 Assets 30 June 2009 $000 Liabilities 30 June 2010 $000 Liabilities 30 June 2009 $000 – – 2,113 5,741 16,738 19,440 – – – 2,179 4,053 14,048 23,889 – (663,586) (174) – – – – (7,552) (658,290) (174) – – – – (4,237) 44,032 44,169 (671,312) (662,701) Balance 1 July 2009 $000 Recognised in income $000 Recognised in other comprehensive income $000 (661,121) (2,235) 2,179 4,241 15,173 23,889 (3,512) (621,386) (51,221) (74) 85 1,643 3,503 (1,359) (4,277) (51,700) – 39 – – – (2,248) – (2,209) Change in tax rate* $000 Balance 30 June 2010 $000 44,465 – (151) – (845) (842) 578 (667,877) (2,270) 2,113 5,884 17,831 19,440 (7,211) 43,205 (632,090) Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Group Property, plant and equipment** Investment in associate Inventories Employee beneﬁ ts Provisions Financial instruments Other Total Parent Property, plant and equipment** Investment in associate Inventories Employee beneﬁ ts Provisions Financial instruments Other Total Parent Property, plant and equipment** Investment in associate Inventories Employee beneﬁ ts Provisions Financial instruments Other Total Contact Energy Limited Annual Report 2010 103 Balance 1 July 2008 $000 Recognised in income $000 (641,732) (2,071) 1,759 5,166 18,007 22,930 (861) (596,802) (19,389) 1,133 420 (925) (2,834) 17,431 (2,651) (6,815) Balance 1 July 2009 $000 Recognised in income $000 (658,290) (174) 2,179 4,053 14,048 23,889 (4,237) (618,532) (49,446) – 85 1,688 3,535 (1,359) (3,893) (49,390) Balance 1 July 2008 $000 Recognised in income $000 (640,017) (174) 1,759 4,930 16,930 22,853 (1,863) (595,582) (18,273) – 420 (877) (2,882) 17,430 (2,374) (6,556) Recognised in other comprehensive income $000 – (1,297) – – – (16,472) – (17,769) Recognised in other comprehensive income $000 – – – – – (2,248) – (2,248) Recognised in other comprehensive income $000 – – – – – (16,394) – (16,394) Change in tax rate* $000 Balance 30 June 2009 $000 – – – – – – – – (661,121) (2,235) 2,179 4,241 15,173 23,889 (3,512) (621,386) Change in tax rate* $000 Balance 30 June 2010 $000 44,150 – (151) – (845) (842) 578 (663,586) (174) 2,113 5,741 16,738 19,440 (7,552) 42,890 (627,280) Change in tax rate* $000 Balance 30 June 2009 $000 – – – – – – – – (658,290) (174) 2,179 4,053 14,048 23,889 (4,237) (618,532) * The change in tax rate column reﬂ ects the net change in deferred tax as a result of the reduction in the corporate income tax rate to 28 per cent eﬀ ective for Contact’s income tax year ending 30 June 2012. The eﬀ ect of the change was recognised in the Income Statement (Group $42.7 million and Parent $42.3 million) and in other comprehensive income (Group and Parent $0.6 million) consistent with the underlying items that gave rise to the deferred tax. ** Contact holds its property, plant and equipment on capital account for income tax purposes. Where the generation plant and equipment are held at deemed historical cost, and this diﬀ ers from tax cost, a resulting taxable temporary diﬀ erence is created that is recognised in deferred tax. Any deferred tax liability on the diﬀ erence between deemed historical cost and tax cost would not crystallise under existing income tax legislation if the assets were to be sold at the end of the reporting period. At 30 June 2010, this deferred tax liability was $364.8 million (2009: $413.0 million). Unrecognised deferred tax assets and liabilities There were no unrecognised deferred tax assets and liabilities. 104 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 28 Commitments Capital and investment commitments Not later than one year Later than one year and not later than ﬁ ve years Later than ﬁ ve years Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 86,158 70,390 296 173,612 75,658 551 86,158 70,390 296 173,426 75,658 551 Total capital and investment commitments 156,844 249,821 156,844 249,635 Operating lease commitments The operating leases are of a rental nature and are on normal commercial terms and conditions. The majority of the lease commitments are for buildings and accommodation. The remainder relate to vehicles and plant and equipment. Not later than one year Later than one year and not later than ﬁ ve years Later than ﬁ ve years Total operating lease commitments Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 6,614 14,967 11,540 33,121 6,592 13,395 9,728 5,119 10,615 6,672 4,796 10,816 5,114 29,715 22,406 20,726 Lease commitments are stated exclusive of GST. Operating lease income The operating lease income is of a rental nature and on normal commercial terms and conditions. Not later than one year Later than one year and not later than ﬁ ve years Later than ﬁ ve years Total operating lease income Operating lease income is stated exclusive of GST. Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 1,476 3,107 177 4,760 1,015 2,704 357 4,076 1,157 2,525 80 3,762 770 1,854 208 2,832 Other operating commitments Other operating commitments include a portion of regular major inspections entered into for generation assets, with the remainder of commitments under these agreements included in capital and investment commitments. Other commitments relate to retail transaction processing outsourcing costs. Not later than one year Later than one year and not later than ﬁ ve years Later than ﬁ ve years Total other operating commitments Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 6,909 11,279 6,837 25,025 6,661 5,703 – 12,364 6,909 11,279 6,837 25,025 6,661 5,703 – 12,364 Contact Energy Limited Annual Report 2010 105 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Gas commitments Maui contracts with Maui Development Limited Contact has entered into four contracts to secure Maui gas from Maui Development Limited, each with a 1 April 2007 ﬁ rst delivery date and a 31 December 2014 expiry date. Delivery of gas from early 2014 is subject to conﬁ rmation of suﬃ cient Maui reserves. Under the four contracts, and while the contracts remain in eﬀ ect, Contact has agreed to make ﬁ xed annual payments for the right to take gas. The contracts require Contact to have arrangements in place in order to transport the gas in the Maui pipeline. Shell New Zealand Limited Contact has a contract with Energy Finance NZ Limited (a Shell New Zealand Limited subsidiary), whereby Contact has agreed to make ﬁ xed monthly payments over the period from 1 October 2007 to 31 December 2010 for the right to take gas. OMV New Zealand Limited Contact has contracts with OMV New Zealand Limited giving Contact rights to gas from the Pohokura gas ﬁ eld until 31 December 2013. Under the current contract that expires on 31 March 2012, Contact is committed to pay ﬁ xed fees and may have to pay additional fees if the amount of gas actually uplifted is less than a contractually speciﬁ ed amount on each day. Under the second contract that has a ﬁ rst delivery date of 1 April 2012 and expiry date of 31 December 2013, Contact has agreed to make ﬁ xed annual payments for the right to take gas. Both contracts require Contact to have arrangements in place to transport the gas in the Maui pipeline. Gas transmission contracts Contact has contracts with Vector Gas Limited relating to the transport of natural gas. Under these contracts, Contact is committed to pay minimum fees for reserved pipeline capacity. 29 Resource consents Contact requires resource consents (authorisations to use land, water and air obtained under the Resource Management Act 1991) to enable it to operate its geothermal, thermal and hydro power stations. The duration of resource consents may vary up to a maximum of 35 years except for land use consents, which run for the duration of the activity they authorise. The current resource consents within which Contact’s power stations operate are due for renewal at varying times. In addition to consents for its existing operational power stations, Contact holds resource consents to construct and operate a new 400 MW combined-cycle power station (Otahuhu C) and has the ability to construct and operate a 120 MW open-cycle power station under its existing consents (Otahuhu A), both at its Otahuhu site. Contact also has consents to construct and operate an up to 500 MW combined-cycle power station at its Stratford site (TCC 2). Lapse dates on the consents for the combined-cycle plants have been extended to 2015 (Otahuhu C) and 2017 (TCC 2). Contact also has consents to construct and operate a net 220 MW geothermal power station at Te Mihi (near Taupo) and a 200 MW gas-ﬁ red peaking power station at Stratford. Development of the Stratford gas-ﬁ red peaking power station is near completion. Contact has obtained consents to construct and operate a 17.2 MW hydro power station on the Hawea Dam. In 2008 Contact ﬁ led applications for an up to 177 MW wind farm at Waitahora, near Dannevirke in the Tararua District. Initial consents were declined, and Contact appealed to the Environment Court. Following mediation between the parties, the proposal has been reﬁ ned and consents are being sought for approximately 156 MW. The appeal will be heard in the ﬁ rst half of the 2011 ﬁ nancial year. _ Contact has also ﬁ led applications for an up to 540 MW wind farm on the west Waikato coast called Haua raki. The applications were called in by the Minister for the Environment to be heard by a Board of Inquiry. The hearing commenced in April 2009 and was adjourned for 12 months to allow Contact to address issues raised by the Board of Inquiry. The hearing is to resume in the ﬁ rst half of the 2011 ﬁ nancial year for a reﬁ ned wind farm of 507 MW. _ uru ma Contact has also ﬁ led applications with the Environmental Protection Authority for a 250 MW geothermal project (Tauhara II) near Taupo. The consent hearing is scheduled to commence in September 2010 with a decision expected in January 2011. In addition Contact has applied to vary one of its Clutha hydro consents, which will provide a greater operating range in Lake Roxburgh. 106 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 30 Related party transactions Parent company As at 30 June 2010, Origin Energy Paciﬁ c Holdings Limited was the majority shareholder in the Parent, owning 51.0 per cent (2009: 50.6 per cent) of the ordinary shares of the Parent. Further shares amounting to 0.8 per cent (2009: 0.8 per cent) of the Parent’s ordinary shares were held by Origin Energy Universal Holdings Limited and Origin Energy New Zealand Limited at 30 June 2010. All three companies are 100 per cent owned by Origin Energy Limited (Origin), an Australian incorporated company. The ultimate parent entity of Contact is Origin. Identity of related parties with whom material transactions have occurred Notes 19, 20 and 21 identify group entities, associates and joint ventures in which Contact has an interest. All of these entities are related parties of the Parent. Related parties also include other Origin Group entities, the Directors and members of the Leadership Team. Material related party transactions Transactions with ultimate parent entity • David Baldwin, Managing Director of Contact, is seconded to Contact from his employer Origin. Fees incurred or accrued during the year ended 30 June 2010 in relation to David’s role as Managing Director totalled $1.2 million (2009: $1.0 million), which includes the cost of his salary and other employment beneﬁ ts including a 2009/2010 short-term incentive payment. At 30 June 2010 $0.5 million (2009: $0.2 million) of this amount remained outstanding. In addition, share-based payments under Contact’s Employee Long-Term Incentive Scheme amounting to $0.5 million (2009: $0.5 million) were accrued for David, being the fair value of the share-based payments relating to this reporting period. Refer to note 12. • • • • In the year ended 30 June 2010, Origin was employed for consulting work on the Stratford Peaker project. Transactions totalled $0.5 million (2009: $0.1 million). At 30 June 2010, no amounts remained outstanding (2009: $0.1 million). Contact and Origin undertook a joint marketing project for the renewal of both parties’ insurance cover. Contact and Origin are covered under separate policies. Incentive payments to the insurance brokers to date total $0.1 million (2009: nil) being Contact’s share of the incentive payment. No amounts remained outstanding at 30 June 2010 (2009: nil). Contact and Origin have entered into a Master Services Agreement for the provision of professional, consulting and/or administrative services between the parties. There were no material transactions under this agreement during the year. A payment of $2.6 million was made to Origin in April 2009 in relation to the acquisition of natural gas reserves following an independent reservoir measurement relating to the initial gas and LPG reserves acquired as part of the acquisition of the gas storage rights in 2008. No further payments were made in the year ended 30 June 2010. Transactions with Origin subsidiaries • Contact and Origin Energy Resources NZ (TAWN) Limited have entered into an agreement in respect of the development and operation of the Ahuroa gas storage facility. During the year ending 30 June 2010, the transactions under this agreement totalled $7.8 million (2009: $3.8 million). At 30 June 2010, no amounts remained outstanding (2009: $0.6 million). • • • • Gas sales of $0.1 million to Origin Energy Resources NZ Limited were made in the year ended 30 June 2010 (2009: nil). At 30 June 2010, no amounts remained outstanding (2009: nil). Contact entered into an agreement with Origin Energy Services Limited in the current year to provide infrastructure and data centre services for Contact’s new SAP system. Transactions for the year amounted to $1.1 million (2009: nil) of which no amounts were outstanding at year end (2009: nil). Contact, Origin Energy Resources NZ (TAWN) Limited and Origin Energy Five Star Holdings Limited entered into an agreement in the current year in respect of drilling and other costs associated with the development of assets for the Ahuroa gas storage facility. During the year ended 30 June 2010, the transactions under this agreement totalled $24.6 million (2009: nil). At 30 June 2010, $0.6 million remained outstanding (2009: nil). Contact and Origin Energy Resources NZ Limited entered into an electricity supply contract to supply Origin’s facilities in Taranaki in the current year. Transactions for the year amounted to $0.9 million (2009: nil). At 30 June 2010, $0.5 million remained outstanding (2009: nil). Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 Contact Energy Limited Annual Report 2010 107 • • • • • Contact and Origin Energy Resources NZ Limited previously entered into an LPG Gas Sales Agreement for the supply of LPG from the Rimu Production Station and any LPG produced from the Waihapa Production Station. There were no transactions for the year as this agreement has now expired (2009: transactions of $2.9 million, with $0.2 million outstanding at year end). Rockgas Limited and Origin Energy LPG Limited have entered into an LPG Sale and Purchase Agreement for the purchase and shipping of imported LPG. During the year ended 30 June 2010, transactions totalled $24.8 million (2009: $45.0 million). At 30 June 2010, $2.0 million remained outstanding (2009: $4.6 million). Rockgas Limited has entered into an LPG Gas Sale Agreement with Origin Energy Resources NZ (Rimu) Limited and Origin Energy Resources NZ (TAWN) Limited for the supply of LPG from the Rimu Production Station. Transactions for the year totalled $1.7 million (2009: $2.9 million). At 30 June 2010, $0.1 million remained outstanding (2009: $0.2 million). Rockgas Limited has entered into an LPG Sales and Logistics Agreement with Origin Energy Resources (Kupe) Limited and Kupe Mining (No.1) Limited for the supply of LPG from the Kupe Production Station. Transactions for the year totalled $19.1 million (2009: nil). At 30 June 2010, $4.4 million remained outstanding (2009: nil). Rockgas Limited and Origin Energy Contracting Limited had an agreement in place during the year whereby Origin Energy Contracting Limited provided coastal LPG shipping services to Rockgas Limited. Transactions for the year totalled $3.3 million (2009: $0.1 million). At 30 June 2010, no amounts remained outstanding (2009: nil). Transactions with subsidiaries and associates • Advances to/from subsidiaries and associates are included in notes 14, 23 and 25 respectively. Advances are repayable on demand and are interest free. • • • • • The Parent had transactions with Empower Limited, a 100 per cent owned subsidiary, in respect of electricity charges, network charges and management fees, which are calculated at arm’s length. These charges totalled $13.8 million for the year ended 30 June 2010 (2009: $16.0 million). All balances are settled through the intercompany account. The Parent had transactions with Stratford Power Limited and subsequently Empower Limited in respect of gas purchases, which are calculated at arm’s length. Stratford Power Limited was a 100 per cent owned subsidiary until it was amalgamated into Empower Limited eﬀ ective 7 September 2009 (refer to note 20). Purchases from Stratford Power Limited and Empower Limited totalled $104.2 million for the year ended 30 June 2010 (2009: $115.2 million). All balances are settled through the intercompany account. The Parent charges Rockgas Limited a management fee for various management services. Total fees charged for the year ended 30 June 2010 amounted to $10.9 million (2009: nil). All balances are settled through the intercompany account. Contact pays various operating expenses on behalf of its wholly owned subsidiaries, which are passed on directly to those subsidiaries. During the year ended 30 June 2010, Rockgas Limited had transactions with Rockgas Timaru Limited (Rockgas Timaru), an associate, in respect of the supply of LPG to Rockgas Timaru amounting to $1.1 million (2009: $1.1 million), and in respect of the provision of deliveries by Rockgas Timaru amounting to $0.1 million (2009: $0.3 million), both of which are calculated at arm’s length. At 30 June 2010, a receivable of $0.2 million remained outstanding (2009: $0.2 million receivable). Transactions with Directors and key management personnel • Fees paid or accrued to Directors and Oﬃ cers of Origin for director services for the year ended 30 June 2010 totalled $0.5 million (30 June 2009: $0.4 million). At 30 June 2010 $0.1 million remained outstanding (30 June 2009: $0.1 million). • New Zealand based Directors and members of the Leadership Team purchase gas and electricity from the Group for domestic purposes. 108 Contact Energy Limited Annual Report 2010 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 31 Key management personnel The table below includes the remuneration of Directors, the Managing Director and his Leadership Team. Directors’ fees Managing Director and Leadership Team Salary and other short-term beneﬁ ts Share-based payments Total Managing Director and Leadership Team Total key management personnel Group and Parent For the year ended 30 June 2010 Director* G King P Pryke B Beeren J Milne (retired 30 June 2010) K Moses S Sheldon W Dewes (appointed 22 February 2010) D Baldwin** Total Group and Parent For the year ended 30 June 2009 Director* G King*** P Pryke B Beeren J Milne K Moses*** T Saunders (resigned 30 June 2009) S Sheldon (appointed 16 March 2009) D Baldwin (appointed 16 March 2009)** Total Position Chairman Deputy Chairman Director Director Director Director Director Managing Director Position Chairman Deputy Chairman Director Director Director Director Director Managing Director Group 30 June 2010 $000 Group 30 June 2009 $000 Parent 30 June 2010 $000 Parent 30 June 2009 $000 Note 993 853 993 853 12 4,537 1,065 5,602 6,595 4,911 1,050 5,961 6,814 4,537 1,065 5,602 6,595 4,911 1,050 5,961 6,814 Board fees $ 200,000 137,500 105,000 105,000 105,000 105,000 38,575 – 796,075 Board fees $ 133,333 150,000 100,000 100,000 66,667 100,000 29,445 – 679,445 Committee and special fees $ Total remuneration $ – 17,500 37,000 60,000 20,000 32,000 30,710 – 197,210 200,000 155,000 142,000 165,000 125,000 137,000 69,285 – 993,285 Committee and special fees $ Total remuneration $ – – 44,714 77,500 10,000 33,150 7,842 – 173,206 133,333 150,000 144,714 177,500 76,667 133,150 37,287 – 852,651 * Remuneration paid and payable to Origin associated Directors Grant King, Bruce Beeren and Karen Moses is paid to them in their individual capacities and complies with the NZX waiver dated 12 May 2008. ** David Baldwin, as Managing Director, does not receive any fees in his capacity as an Executive Director. *** Grant King and Karen Moses did not receive fees in relation to their role as Contact Directors prior to 1 November 2008. Contact Energy Limited Annual Report 2010 109 Contact Energy Limited and Subsidiaries Notes to the ﬁ nancial statements for the year ended 30 June 2010 32 Whirinaki generation plant Contact is contracted to operate the Crown-owned reserve generation plant at Whirinaki in Hawke’s Bay. Contact owns the Whirinaki site and has agreed to lease it to the Crown until June 2015. The Crown owns the plant and has engaged Contact to operate and maintain it until June 2015. Under the Project Development Agreement entered into in 2003, the Crown agreed to pay Contact compensation for loss of use of the site. Contact also receives an annual fee under the Operating and Maintenance Management Services Agreement. Following the announcement of sector reforms, ownership of the Whirinaki generating plant is anticipated to be transferred from the Crown to Meridian Energy Limited, a State Owned Enterprise. 33 Contingent liabilities There were no known material contingent liabilities at 30 June 2010 (2009: nil). 34 Subsequent events On 19 August 2010, the Board declared a distribution pursuant to the PDP in the form of a non-taxable bonus issue for the year ended 30 June 2010 equivalent to 14.0 cents per share, for shares on issue at 3 September 2010, the record date, with bonus shares allocated and/or cash distributed, if elected, on 27 September 2010. Refer to note 9. From 1 July 2010, Contact is required to participate under the New Zealand Emissions Trading Scheme. Contact will be required to surrender eligible carbon units or pay a ﬁ xed price to the Government to oﬀ set its carbon emissions at the end of each carbon trading period. 110 Contact Energy Limited Annual Report 2010 Audit Report To the shareholders of Contact Energy Limited We have audited the ﬁ nancial statements on pages 54 to 109. The ﬁ nancial statements provide information about the past ﬁ nancial performance and ﬁ nancial position of the company and group as at 30 June 2010. This information is stated in accordance with the accounting policies set out on pages 60 to 69. Directors’ responsibilities The Directors are responsible for the preparation of ﬁ nancial statements which give a true and fair view of the ﬁ nancial position of the company and group as at 30 June 2010 and the results of their operations and cash ﬂ ows for the year ended on that date. Auditors’ responsibilities It is our responsibility to express an independent opinion on the ﬁ nancial statements presented by the Directors and report our opinion to you. Basis of opinion An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the ﬁ nancial statements. It also includes assessing: • • the signiﬁ cant estimates and judgements made by the Directors in the preparation of the ﬁ nancial statements; whether the accounting policies are appropriate to the company’s and group’s circumstances, consistently applied and adequately disclosed. We conducted our audit in accordance with New Zealand Auditing Standards. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with suﬃ cient evidence to obtain reasonable assurance that the ﬁ nancial statements are free from material misstatements, whether caused by fraud or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the ﬁ nancial statements. Partners and employees of our ﬁ rm may deal with the company and group on normal terms within the ordinary course of trading activities of the business of the company and group. These matters have not impaired our independence as auditors of the company and group. The ﬁ rm has no other relationship with or interest in the company or any of its subsidiaries. Unqualiﬁ ed opinion We have obtained all the information and explanations we have required. In our opinion: • • proper accounting records have been kept by the company as far as appears from our examination of those records; the ﬁ nancial statements on pages 54 to 109: – comply with New Zealand generally accepted accounting practice; – give a true and fair view of the ﬁ nancial position of the company and group as at 30 June 2010 and the results of their operations and cash ﬂ ows for the year ended on that date. Our audit was completed on 19 August 2010 and our unqualiﬁ ed opinion is expressed as at that date. Wellington Contact Energy Limited Annual Report 2009 111 Corporate directory Board of Directors Grant King, Chairman Phillip Pryke, Deputy Chairman David Baldwin, Managing Director Bruce Beeren Whaimutu Dewes Karen Moses Sue Sheldon Leadership team David Baldwin, Managing Director Steve Bielby, General Counsel and Company Secretary Ruth Bound, General Manager, Retail and Strategic Marketing Graham Cockroft, Chief Operating Oﬃ cer Mark Elliott, Chief Financial Oﬃ cer Luc Hennekens, General Manager, Information and Communication Technology Liz Kelly, General Manager, Development and Acquisitions Dean Stebbing, Kaawai Rautaki Annika Streeﬂ and, General Manager, People and Culture Andy Williams, General Manager, Enterprise Transformation Head oﬃ ce Level 1, Harbour City Tower 29 Brandon Street, Wellington, New Zealand Postal address PO Box 10742, The Terrace, Wellington 6143, New Zealand Telephone 64 4 499 4001 Facsimile 64 4 499 4003 Email: investor.centre@contactenergy.co.nz Website: www.contactenergy.co.nz NZX trading code: CEN Company number: 660760 112 Contact Energy Limited Annual Report 2009 Share registrar Computershare Investor Services Limited Private Bag 92119 Auckland 1142 159 Hurstmere Road Takapuna, North Shore City 0622 Shareholder enquiries To change your address, add or change your bank account and to view your registered details including transactions, please visit: www.computershare.co.nz/investorcentre General enquiries can be directed to: enquiry@computershare.co.nz Private Bag 92119, Auckland 1142 Telephone +64 9 488 8777 Facsimile +64 9 488 8787 Please assist our registrar by quoting your CSN or shareholder number. General enquiries on the company’s operating and ﬁ nancial performance should be made to the company at: General Manager, Development and Acquisitions Contact Energy Limited PO Box 10742, The Terrace, Wellington 6143 Email: investor.centre@contactenergy.co.nz Financial calendar Final distribution announced Record date for ﬁ nal distribution Cut-oﬀ date for receipt of election notices for buy back of bonus shares under Proﬁ t Distribution Plan Final distribution date End of ﬁ rst quarter Annual meeting Half year end Results announcement for the half year ended 31 December 2010 End of third quarter Financial year end 20 August 2010 3 September 2010 Noon, 21 September 2010 27 September 2010 30 September 2010 27 October 2010 31 December 2010 February 2011 31 March 2011 30 June 2011 The paper this report is printed on is from sustainable plantation forests. The manufacturer is ISO accredited and an environmental award winner. The ink used in this report is vegetable based, mineral free and from 100 per cent renewable resources.

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