Orca Gold Inc.
Annual Report 2017

Plain-text annual report

A N N U A L R E P O R T 2 0 1 7 HOW ARE YOU ADAPTING TO A RAPIDLY CHANGING ENERGY LANDSCAPE? Trish Kelliher Shareholder Everything you want to know about how we’re tackling the big questions. ORIGIN ENERGY CONTENTS 02 04 08 12 38 67 68 70 73 82 WELCOME TO THE 2017 ANNUAL REPORT YEAR AT A GLANCE DIRECTORS' REPORT OPERATING AND FINANCIAL REVIEW RENUMERATION REPORT LEAD AUDITOR’S INDEPENDENCE DECLARATION BOARD OF DIRECTORS EXECUTIVE MANAGEMENT TEAM CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS 145 DIRECTORS’ DECLARATION 146 INDEPENDENT AUDITOR’S REPORT 152 SHARE AND SHAREHOLDER INFORMATION 154 EXPLORATION AND PRODUCTION PERMITS AND DATA 156 ANNUAL RESERVES REPORT 164 FIVE YEAR FINANCIAL HISTORY 166 GLOSSARY AND INTERPRETATION On the cover of this Annual Report is Trish Kelliher, an Origin shareholder and also one of our employees. When we recently spoke to Trish, she asked what Origin is doing to ensure that energy remains affordable for families; and how are we making life easier for customers? This information is found in the Energy Markets section of the Operating and Financial Review, as well as in our Shareholder Review and Sustainability Report. ORIGIN ENERGY 1 Origin is focused on a cleaner, smarter and customer-centric energy future. 2 2 WELCOME TO THE 2017 ANNUAL REPORT WELCOME TO THE 2017 ANNUAL REPORT In compiling this year’s report, we spent time reflecting on common questions we've been hearing from our shareholders. Did you meet your commitments for the year? Is the business in good shape? What are you doing for your customers? How are you planning to grow? Are we getting a dividend? These are all important questions, and we’ve taken time to answer them, among others, in our reporting suite. On that note, we’d like to thank Trish Kelliher, one of our shareholders and also one of our employees, for appearing on the front cover of the report and sharing her questions. PROGRESS ON COMMITMENTS This year, we have made good progress towards our commitments, delivering a $1 billion reduction in debt and improving business performance. Our operational performance for the year was solid, driving increases in Underlying EBITDA and Underlying Profit. However, the full year statutory result was significantly impacted by non-cash impairment charges. Given our primary focus was to reduce debt, the Board determined not to pay a dividend for the second half of FY2017. We are acutely aware of the importance of dividends to many of our shareholders and this decision was not taken lightly. The Board’s view is that suspension of the dividend is in the best interests of all shareholders at this time. IMPROVED BUSINESS PERFORMANCE Our solid operational performance delivered an increase in Underlying EBITDA of $834 million, or 49 per cent, to $2.5 billion. In Energy Markets, our electricity business is performing well and our natural gas portfolio remains a core differentiator. Australia Pacific LNG has made a strong start to operations, producing 10 per cent above nameplate capacity through the recent 90-day two train Lenders’ Test, proving its resources and facilities are world class. In response to the low oil price environment, Australia Pacific LNG is focused on improving productivity and significantly reducing its cost base. WELCOME TO THE 2017 ANNUAL REPORT 3 49% increase in underlying EBITDA to $2.5 billion WHAT WE’RE DOING FOR CUSTOMERS We are aware that rising energy prices are hurting many Australian households and businesses. Origin is helping those in hardship by making sure they will not pay the recent price increases and ensuring they are on our best offer with no conditions attached. We are also behind the push to simplify energy and help customers more easily compare offers. Bringing energy prices down will require a whole of industry response, including networks, generators and retailers. Origin is taking action to put downwards pressure on prices by increasing our supply of low-cost renewables to more than 25 per cent of our generation mix within three years, and boosting generation from Eraring. We will continue to advocate for policy certainty, particularly the adoption of a Clean Energy Target as the critical action needed to stimulate further investment in new supply and deliver a genuine reduction in prices for Australians. OUTLOOK FOR GROWTH Through our two businesses Energy Markets and Integrated Gas, Origin is focused on a cleaner, smarter and customer-centric energy future. We expect our two businesses to underpin growth in the year ahead, subject to market conditions and the regulatory environment. Energy Markets Underlying EBITDA for FY2018 is expected to be in the range of $1.7 billion to $1.8 billion, up 14 to 21 per cent on FY2017. Integrated Gas is expected to achieve production in the range of 245 to 265 PJ in FY2018, up 7 to 16 per cent on FY2017. Debt reduction remains a key priority and Origin is targeting adjusted net debt of below $7 billion by the end of FY2018, pending the divestment of Lattice Energy, our conventional gas assets. We remain on track to execute this by the end of 2017. NEW LEADERS This year we were pleased to welcome to our leadership team, Lawrie Tremaine as Chief Financial Officer and Mark Schubert as head of Integrated Gas. Teresa Engelhard joined the Board as an independent non-executive director, bringing valuable expertise in technology and innovation as we transition to a cleaner and smarter energy future. We farewelled Helen Nugent and thank her for her enormous contribution. Our employees are the heart and soul of Origin and central to any success we achieve. We acknowledge their incredible efforts and the great pride they take in Origin. In closing, we are operating in an environment where stakeholder expectations are evolving rapidly. We are committed to meeting those expectations by being more responsive, efficient and adaptable. We’re confident if we do this, we can continue to build on our core strengths, grow new businesses and transform our culture to position Origin for success. We look forward to speaking with many of you at our forthcoming AGM on 18 October. Thank you for your continued support. Gordon Cairns Chairman Frank Calabria Managing Director 4 YEAR AT A GLANCE YEAR AT A GLANCE 5 YEAR AT A GLANCE SHAREHOLDERS This year, Origin was focused on reducing debt and improving returns to shareholders. UNDERLYING EBITDA UP $834 MILLION OR 49% TO $2.5B↑ UNDERLYING PROFIT UP $185 MILLION OR 51% TO STATUTORY LOSS INCLUDING IMPAIRMENTS OF $3.1 BILLION $550M↑ $2.2B ADJUSTED NET DEBT DOWN BY NIL DIVIDEND $1B OUTLOOK FOR GROWTH MARKETS ↑ ENERGY $1.7–$1.8 billion. ↑ INTEGRATED Australia Pacific LNG production up 7–16% to 245–265 PJ. Underlying EBITDA up 14–21% to GAS Lattice Energy production 76–86 PJe. Origin will cease recognising earnings from Lattice Energy upon completion of the expected divestment. DEBT TARGET ↓ ADJUSTED NET Below $7 billion by June 2018, pending the divestment of Lattice Energy. 6 6 YEAR AT A GLANCE YEAR AT A GLANCE 7 In 2017, Origin was also focused on delivering better outcomes for customers, our people and the community. CUSTOMERS IMPROVED CUSTOMER SATISFACTION - NPS ↑ 4 points to 16.1 - business customer satisfaction ↑ 11 points to 76 - ombudsman complaints ↓ DIGITAL MAKING LIFE EASIER FOR CUSTOMERS INVESTING IN FUTURE ENERGY SOLUTIONS Connected home solution focusing on home monitoring – Online sales ↑ 23% – My Accounts visits ↑ 30% to 2.5 million customers – 1.8 million customers on e-billing, ↑ 15% HELPING CUSTOMERS IN HARDSHIP 760 GAS DEALS with domestic commercial and industrial customers Customers in financial hardship program will not pay recent price rises PEOPLE COMMUNITIES IMPROVED SAFETY PERFORMANCE WITH TRIFR OF 3.2 our best ever result IMPROVING OUR CULTURE – New leaders – Creating a more responsive, efficient and adaptable company EMPLOYEE ENGAGEMENT ↑ 5 percentage points to 58% OUR PEOPLE VOLUNTEERED THEIR TIME TO SUPPORT GOOD CAUSES 5,912 HRS SINCE 2010 THE ORIGIN FOUNDATION HAS CONTRIBUTED +$20M to support good causes in education and help Australians reach their potential Technology to itemise energy use in the home 8 DIRECTORS’ REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2017 In accordance with the Corporations Act 2001 (Cth), the Directors of Origin Energy Limited (Company) report on the Company and the consolidated entity Origin Energy Group (Origin), being the Company and its controlled entities for the year ended 30 June 2017. The Operating and Financial Review and Remuneration Report form part of this Directors’ Report. 1 PRINCIPAL ACTIVITIES During the year, the principal activity of Origin was the operation of energy businesses including: – exploration and production of oil and gas; – electricity generation; – wholesale and retail sale of electricity and gas; and – sale of liquefied natural gas. There were no other significant changes in the nature of these activities during the year. 2 REVIEW OF OPERATIONS & FUTURE DEVELOPMENTS A review of the operations and results of operations of Origin during the year, the financial position of Origin and the business strategies and prospects for future financial years, is set out in the Operating and Financial Review, which forms part of this Directors’ Report. 3 SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS The following significant changes in the state of affairs of the Company occurred during the year: AUSTRALIA PACIFIC LNG In October 2016, the second train of Australia Pacific LNG’s two train CSG to LNG project was commissioned. In July, Australia Pacific LNG completed the 90-day operational phase of the two-train project finance lenders’ test, producing more than 10% above nameplate capacity. DEVELOPMENT In the Otway Basin, production commenced from the Halladale and Speculant wells. In the Bass Basin, the Yolla compressor was successfully commissioned in June 2017 which is expected to maximise production over the life of the field. ACTIONS TAKEN TO REDUCE DEBT Origin achieved $1 billion of asset sales, above the target of $800 million. Origin announced the intention to divest Lattice Energy, the name given to the upstream conventional gas business, via a dual track Initial Public Offering (IPO)/trade sale process. Adjusted net debt reduced by $1 billion to $8.1 billion driven by proceeds from asset sales and operating cash flows which were more than sufficient to fund capital expenditure, including net contributions to Australia Pacific LNG and interest payments. The events described above and those disclosed in the Financial Statements represent the significant changes in the state of affairs of Origin for the year ended 30 June 2017. 4 EVENTS SUBSEQUENT TO BALANCE DATE No matters or circumstances have arisen since 30 June 2017, which have significantly affected, or may significantly affect the Company’s operations, the results of those operations or the Company’s state of affairs in future financial years. 5 DIVIDENDS No Dividends were paid during the year by the Company and the Directors have determined that no final dividend will be payable for the year ended 30 June 2017. 6 DIRECTORS The Directors of the Company at any time during or since the end of the financial year are: Gordon Cairns (Chairman) Frank Calabria (Chief Executive Officer & Managing Director) (appointed 19 October 2016) Grant King (Managing Director) (retired 19 October 2016) John Akehurst Maxine Brenner Teresa Engelhard (appointed 1 May 2017) Bruce Morgan Helen Nugent (retired 3 March 2017) Scott Perkins Steve Sargent 7 INFORMATION ON DIRECTORS AND COMPANY SECRETARIES Information relating to current Directors’ qualifications, experience and special responsibilities is set out on pages 68 and 69. The qualifications and experience of the Company Secretaries are also set out below. Andrew Clarke Group General Counsel and Company Secretary Andrew Clarke joined Origin in May 2009 and is responsible for the company secretarial and legal functions. He was a partner of a national law firm for 15 years and was Managing Director of a global investment bank for more than two years prior to joining Origin. Andrew has a Bachelor of Laws (Hons) and a Bachelor of Economics from the University of Sydney, and is a member of the Australian Institute of Company Directors. Helen Hardy Company Secretary Helen Hardy joined Origin in March 2010. She was previously General Manager, Company Secretariat of a large ASX listed company, and has advised on governance, financial reporting and corporate law at a Big 4 accounting firm and a national law firm. Helen is a Chartered Accountant and Chartered Secretary and a Graduate Member of the Australian Institute of Company Directors. She holds a Bachelor of Laws and a Bachelor of Commerce from the University of Melbourne, and is admitted to practice in New South Wales and Victoria. DIRECTORS’ REPORT 9 8 DIRECTORS’ MEETINGS The number of Directors’ meetings, including Board committee meetings, and the number of meetings attended by each Director during the financial year are shown in the table below: BOARD MEETINGS COMMITTEE MEETINGS SCHEDULED ADDITIONAL AUDIT H 10 8 10 10 3 10 2 6 10 10 A 10 8 10 10 3 10 2 6 10 10 H 4 3 4 4 – 4 – 4 4 4 A 4 3 4 4 – 4 – 4 3 4 H 6 – – 6 1 6 – 5 6 – HEALTH, SAFETY AND ENVIRONMENT (HSE) NOMINATION REMUNERATION AND PEOPLE RISK A 6 – – 6 1 6 – 5 6 – H 4 3 4 – 1 4 – – – 4 A 4 2 4 – 1 4 – – – 4 H 1 – 1 1 – 1 – – 1 – A 1 – 1 1 – 1 – – 1 – H 7 – – – – – 1 4 7 7 A 7 – – – – – 1 4 7 7 H 5 – 5 5 – 5 – 3 1 – A 5 – 5 5 – 5 – 3 1 – DIRECTORS G Cairns F Calabria1 J Akehurst M Brenner G King2 B Morgan T Engelhard3 H Nugent4 S Perkins S Sargent 1 From the date of appointment on 19 October 2016. 2 Up to the date of retirement on 19 October 2016. 3 From the date of appointment on 1 May 2017. 4 Up to the date of retirement on 3 March 2017. H Number of scheduled meetings held during the time that the Director held office or was a member of the committee during the year. A Number of meetings attended. The Board held ten scheduled meetings, including a two-day strategic review meeting and four additional meetings to deal with urgent matters. There were also seven Board or Committee workshops to consider matters of particular relevance. In addition, the Board conducted visits of Company operations at various sites and met with operational management during the year. 10 DIRECTORS’ REPORT 9 DIRECTORS’ INTERESTS IN SHARES, OPTIONS AND RIGHTS The relevant interests of each Director as at 30 June 2017 in the shares and Options or Rights over such instruments issued by the companies within the consolidated entity and other related bodies corporate at the date of this report are as follows: DIRECTOR G Cairns F Calabria J Akehurst M Brenner T Engelhard B Morgan S Sargent S Perkins ORDINARY SHARES HELD DIRECTLY AND INDIRECTLY OPTIONS OVER ORDINARY SHARES DEFERRED SHARE RIGHTS (DSR) OVER ORDINARY SHARES PERFORMANCE SHARE RIGHTS (PSR) OVER ORDINARY SHARES 163,660 163,530 71,200 22,117 – 47,143 31,429 30,000 – 1,096,0461 – 107,9212 – 145,0292 – – – – – – – – – – – – – – – – – – Exercise price for Options and Rights: 1 67,124: $13.97; 227,065: $15.65; 570,150: $6.78; 231,707: $5.67. 2 Nil. No Director other than the Chief Executive Officer & Managing Director participates in the Company’s Equity Incentive Plan. OPTIONS AND RIGHTS GRANTED BY ORIGIN Non-executive Directors do not receive Options or Rights as part of their remuneration. The following Options and Rights were granted to the Chief Executive Officer & Managing Director and the 5 most highly remunerated officers (other than Directors) of the Company during the year ended 30 June 2017: J Briskin G Jarvis G Mallett M Schubert A Clarke OPTIONS – 71,708 71,951 70,391 110,365 DSRS 11,548 21,817 19,748 49,776 28,941 PSRS 35,657 20,741 20,811 20,360 77,815 Each of these awards was made in accordance with the Company’s Equity Incentive Plan as part of the relevant executive’s remuneration. Further details on options and rights granted during the financial year, and unissued shares under Options and Rights, are included in Section 6 of the Remuneration Report. No Options or Rights were granted since the end of the financial year. ORIGIN SHARES ISSUED ON THE EXERCISE OF OPTIONS AND RIGHTS Options No Options granted under the Equity Incentive Plan were exercised during or since the year ended 30 June 2017, so no ordinary shares in Origin were issued as a result. Rights 1,908,079 ordinary shares of Origin were issued during the year ended 30 June 2017 on the vesting and exercise of DSRs granted under the Equity Incentive Plan. No amount is payable on the vesting of those DSRs and, accordingly, no amounts remain unpaid in respect of any of those shares. Since 30 June 2017, 57,729 ordinary shares were issued on the vesting of DSRs granted under the Equity Incentive Plan. No amount is payable on the vesting of those DSRs and, accordingly, no amounts remain unpaid in respect of any of those shares. DIRECTORS’ REPORT 11 13 NON-AUDIT SERVICES The amounts paid or payable to KPMG for non-audit services provided during the year was $971,000 (shown to nearest thousand dollar). Amounts paid to KPMG are included in F7 to the full financial statements. Based on written advice received from the Audit Committee Chairman pursuant to a resolution passed by the Audit Committee, the Board has formed the view that the provision of those non-audit services by KPMG is compatible with, and did not compromise, the general standards of independence for auditors imposed by the Corporations Act 2001 (Cth). The Board’s reasons for concluding that the non-audit services provided by KPMG did not compromise its independence are: – all non-audit services provided were subjected to the Company’s corporate governance procedures and were either below the pre-approved limits imposed by the Audit Committee or separately approved by the Audit Committee; – all non-audit services provided did not, and do not, undermine the general principles relating to auditor independence as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards; and – there were no known conflict of interest situations nor any other circumstance arising out of a relationship between Origin (including its Directors and officers) and KPMG which may impact on auditor independence. 14 PROCEEDINGS ON BEHALF OF THE COMPANY No proceedings have been brought on behalf of the Company, nor have any applications been made in respect of the Company under section 237 of the Corporations Act 2001 (Cth). 15 ROUNDING OF AMOUNTS The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016 and in accordance with that class order, amounts in the financial report and Directors’ Report have been rounded off to the nearest million dollars unless otherwise stated. 16 REMUNERATION The Remuneration Report forms part of this Directors’ Report. 10 ENVIRONMENTAL REGULATION AND PERFORMANCE The Company’s operations are subject to environmental regulation under Commonwealth, State, and Territory legislation. For the year ended 30 June 2017, the Company’s Australian operations recorded some environmental incidents arising from Origin’s activities including those where Origin was the operator of a joint venture. These incidents resulted in environmental impacts mostly with a moderate and temporary nature. Regulators were notified of reportable environmental incidents. The Company received 12 notices that included requests for further information, and official warnings. These included four penalty infringement notices totalling $46,964. Appropriate remedial actions have been taken or are being undertaken in response to each notice and reportable environmental incident. 11 INDEMNITIES AND INSURANCE FOR DIRECTORS AND OFFICERS Under its Constitution, the Company may indemnify current and past Directors and Officers for losses or liabilities incurred by them as a Director or Officer of the Company or its related bodies corporate to the extent allowed under law. The Constitution also permits the Company to purchase and maintain a Directors’ and Officers’ insurance policy. No indemnity has been granted to an auditor of the Company in their capacity as auditor of the Company. The Company has entered into agreements with current Directors and certain former Directors whereby it will indemnify those Directors from all losses or liabilities in accordance with the terms of, and subject to the limits set by, the Constitution. The agreements stipulate that the Company will meet the full amount of any such liability, including costs and expenses to the extent allowed under law. The Company is not aware of any liability having arisen, and no claim has been made against the Company during or since the year ended 30 June 2017 under these agreements. During the year, the Company has paid insurance premiums in respect of Directors’ and Officers’ liability, and legal expense insurance contracts for the year ended 30 June 2017. The insurance contracts insure against certain liability (subject to exclusions) of persons who are or have been Directors or Officers of the Company and its controlled entities. A condition of the contracts is that the nature of the liability indemnified and the premium payable not be disclosed. 12 AUDITOR INDEPENDENCE There is no former partner or director of KPMG, the Company’s auditors, who is or was at any time during the year ended 30 June 2017 an officer of the Origin Energy Group. The auditor’s independence declaration for the financial year (made under section 307C of the Corporations Act (Cth)) is attached to and forms part of this Report. 1212 OPERATING AND FINANCIAL REVIEW FOR THE YEAR ENDED 30 JUNE 2017 A dual track Initial Public Offering (IPO)/trade sale process is currently underway for Lattice Energy, the name given to Origin’s upstream conventional business. On 10 August 2015, Origin divested its entire 53.09 per cent interest in Contact Energy. Origin has also undertaken the sales program of a number of infrastructure assets in recent periods. Lattice Energy, Contact Energy and other selected assets are treated as ‘held for sale’ and ‘discontinued operations’ in Origin’s statutory financial statements. Financial information in this report, unless otherwise stated, references total operations including those classified as discontinued, consistent with the way Origin management assesses performance. Note E4 of Origin’s accounts contains earnings, cash flow and statement of financial position for Discontinued Operations. Disclosures of Origin and Australia Pacific LNG’s reserves and resources are as at 30 June 2017. These reserves and resources were announced on the same date as the release of this Operating and Financial Review in Origin’s Annual Reserves Report for the year ended 30 June 2017. Petroleum reserves and contingent resources are typically prepared by deterministic methods with support from probabilistic methods. Petroleum reserves and contingent resources are aggregated by arithmetic summation by category and as a result, proved reserves (1P reserves) may be a conservative estimate due to the portfolio effects of the arithmetic summation. Proved plus probable plus possible (3P reserves) may be an optimistic estimate due to the same aforementioned reasons. Some of Australia Pacific LNG’s CSG interests are subject to reversionary rights to transfer back to Tri-Star a 45 per cent interest in Australia Pacific LNG’s share of those CSG interests that were acquired from Tri-Star in 2002 if certain conditions are met. Please refer to section 5 for further information. IMPORTANT INFORMATION This Operating and Financial Review (OFR) contains forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events and future financial prospects. Such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. Forward looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual outcomes to be materially different from the events or results expressed or implied by such statements, and the outcomes are not all within the control of Origin. Statements about past performance are not necessarily indicative of future performance. Neither the Company nor any of its subsidiaries, affiliates and associated companies (or any of their respective officers, employees or agents) (the ‘Relevant Persons’) makes any representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statement. The forward looking statements in this OFR reflect views held only at the date of this report and except as required by applicable law or the ASX Listing Rules, the Relevant Persons disclaim any obligation or undertaking to publicly update any forward looking statements, or discussion of future financial prospects, whether as a result of new information or future events. This OFR and Directors’ Report refer to Origin’s financial results, including Origin’s Statutory Profit and Underlying Profit. Origin’s Statutory Profit contains a number of items that when excluded provide a different perspective on the financial and operational performance of the business. Income Statement amounts, presented on an underlying basis such as Underlying Profit, are non-International Financial Reporting Standards (IFRS) financial measures, and exclude the impact of these items consistent with the manner in which senior management reviews the financial and operating performance of the business. Each underlying measure disclosed has been adjusted to remove the impact of these items on a consistent basis. A reconciliation and description of the items that contribute to the difference between Statutory Profit and Underlying Profit is provided in Section 2.2 of this OFR. Certain other non-IFRS financial measures are also included in this OFR. These non-IFRS financial measures are used internally by management to assess the performance of Origin’s business and make decisions on allocation of resources. Further information regarding the non-IFRS financial measures is included in the Glossary on pages 166 to 168. Non-IFRS measures have not been subject to audit or review. Certain comparative amounts from the prior corresponding period have been re-presented to conform to the current period’s presentation. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 1313 ORIGIN IS A LEADING AUSTRALIAN INTEGRATED ENERGY COMPANY Through its two businesses, Energy Markets and Integrated Gas, Origin is focused on a cleaner, smarter, customer-centric energy future. ENERGY MARKETS – Retail sales of electricity, gas and other customer solutions – Electricity generation – Wholesale trading of electricity and gas LEADING ENERGY RETAILER SIGNIFICANT GENERATION PORTFOLIO 4.2 million gas, electricity and LPG customer accounts LARGE AND FLEXIBLE GAS SUPPLY ~ 6,000MW with fuel and geographic diversity GROWING RENEWABLE SUPPLY Contracted gas supply beyond 2022 From approximately 10% of our generation mix to more than 25% by 2020 ENERGY MARKETS IS FOCUSED ON: – Transforming customer experience through digital, innovative products and future energy solutions; – Building on the strength of its gas and electricity supply portfolio; and – Accelerating the growth of renewable energy. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 1414 INTEGRATED GAS – Upstream exploration, development and production UPSTREAM OPERATOR AND 37.5% SHAREHOLDER IN AUSTRALIA PACIFIC LNG CONVENTIONAL UPSTREAM EXPLORER AND PRODUCER OTHER EXPLORATION AND DEVELOPMENT INTERESTS AUSTRALIA’S LARGEST CSG RESERVES BASE 2P reserves of 12,545 PJ (APLNG 100%)1 LARGEST LNG FACILITY ON THE EAST COAST OF AUSTRALIA 9mtpa nameplate capacity SUPPLIER TO DOMESTIC AND EXPORT MARKETS Supplies ~ 20% of domestic east coast gas demand ~ 8.6mtpa LNG export contracts for ~ 20 years Surat Basin Beetaloo Basin Browse Basin Geographically diversified upstream exploration and production company Progressing divestment via IPO or trade sale INTEGRATED GAS IS FOCUSED ON: – Optimising APLNG's development activities and directing surplus gas to the highest value markets; – Improving productivity and reducing costs in APLNG; and – Pursuing other unconventional growth prospects for potential future development. 1 At 30 June 2017. For further information refer to Origin's Annual Reserves Report for the year ended 30 June 2017 on page 156. Also refer to the Important Information on reserves and resources disclosures prior to Section 1. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 1515 Discover our interactive map online UPSTREAM ACREAGE Origin Energy Australia Pacific LNG Lattice Energy GENERATION Power station (gas-fired) Power station (coal-fired) Contracted wind generation Pumped hydro generation Contracted solar generation Production facility Development proposal Under construction Office LPG seaboard terminal Customer accounts. In addition to the seven LPG seaboard terminals on the east coast of Australia, Origin also operates 37 inland terminals, servicing every state/territory of Australia; and in eight countries across the Pacific and Vietnam with 25 seaboard and inland terminals. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 1616 FINANCIAL HIGHLIGHTS STATUTORY LOSS ($M) UNDERLYING EBITDA ($M) UNDERLYING PROFIT ($M) $2,226M $2,530M $550M $1.6 billion on FY2016 $834 million on FY2016 $185 million on FY2016 – Includes the impact of impairments of $3.1 billion after tax – In line with guidance of $2,450-2,615 million – In line with guidance of $480-590 million DELIVERING ON OUR PRIORITIES IN FY2017 REDUCING DEBT AND IMPROVING RETURNS LEADERSHIP IN ENERGY MARKETS LEADERSHIP IN INTEGRATED GAS $1 billion reduction in adjusted net Improved customer satisfaction 40% increase in production volumes debt to $8.1 billion (Interaction NPS up 4 points to +16) Underlying ROCE improved to 6% Improvement in electricity $1.2 billion reduction in capital spend and natural gas Gas sales volumes up 12% $1 billion in asset sales completed 1,200 MW increase in committed Australia Pacific LNG Train 2 online Completed 90 day operational phase of Australia Pacific LNG two train test (operating >10% above nameplate) NCOIA increased by $163 million Progressing divestment of Lattice Energy renewable energy supply Halladale/Speculant online Accelerating digital transformation and future energy solutions Booked contingent resource and increased interest in prospective Beetaloo JV to 70% TRANSFORMING CULTURE New executive leadership team Employee engagement score increased to 58% from 53% in FY2016 Improved safety performance (TRIFR reduced to 3.2 from 4.2 in FY2016) ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 1717 FY2018 GUIDANCE Subject to market conditions and regulatory environment ENERGY MARKETS INTEGRATED GAS ADJUSTED NET DEBT TARGET $1.7-1.8B EBITDA driven by – Improving electricity earnings; and – Stable natural gas earnings 245-265PJ Below $7B production from APLNG (Origin share) driven by – First full year contribution from both LNG trains 76–86 PJe estimated production from Lattice Energy – Earnings will cease to be recognised on divestment by 30 June 2018 driven by – Proceeds from divestment of Lattice Energy; and – Improved operating cash flow from Energy Markets FY2018 PRIORITIES AND FUTURE PROSPECTS REDUCING DEBT AND IMPROVING RETURNS LEADERSHIP IN ENERGY MARKETS o Execute divestment of Lattice Energy o Increase gas volumes supported by strength of supply portfolio LEADERSHIP IN INTEGRATED GAS o Increase production at Australia Pacific LNG o Target adjusted net debt below $7 billion by 30 June 2018 o Transformation and cost out program o Disciplined capital management o Increase generation output in response to high wholesale prices o Improve productivity and reduce costs in Australia Pacific LNG o Leading transition to renewables o Target FEED on Ironbark o Transforming customer experience through digital, innovative products and future energy solutions TRANSFORMING CULTURE o Customer oriented, outcome focused culture o Proactively adapt to changing energy markets o Clear expectations for leaders and people, including refreshing Purpose, Values and Behaviours ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW LEADERSHIP IN INTEGRATED GAS In July 2017 Australia Pacific LNG successfully concluded the 90-day operational phase of the two train project finance lenders’ test, with the plant performing at more than 10 per cent above design nameplate capacity during the 90 day period. All other elements of the project finance completion tests are on track and Australia Pacific LNG expects that formal certification that they have been satisfied will be provided during the first quarter of FY2018. When formal certifications are received, the remaining US$3.4 billion of shareholder guarantees relating to Australia Pacific LNG’s US$8.5 billion project finance facility will be formally released. Australia Pacific LNG now has the opportunity to take advantage of potential opportunities to sell additional gas into the domestic market. As upstream operator of Australia Pacific LNG, Origin is focused on improving productivity and reducing its cost base. This includes optimising well designs, well placement and well maintenance to maximise output and minimise unit rate development and operating costs. As well as focusing on leaner operating processes; and integrated planning to drive strategic long term decisions and optimise medium term capital deployment. Origin is also continuing to pursue other unconventional growth prospects for future development, including at its 100 per cent owned Ironbark resource, where it aims to enter FEED on a Phase 1 Development concept during FY2018. In the Beetaloo Basin, Origin continues to support the Northern Territory Government’s Scientific Inquiry into Hydraulic Fracturing of Onshore Unconventional reservoirs, having announced in February 2017 the discovery of a gross 2C contingent resource of 6.6 Tcf, based on early exploration results (refer to Origin’s announcement to the ASX on 15 February 2017 for further information regarding this discovery). 1818 REDUCING DEBT AND IMPROVING RETURNS Over the last 6 months, Adjusted Net Debt has been reduced from $9.1 billion to $8.1 billion. With the expected proceeds from the sale of Lattice Energy and continued focus on improving returns and cash flow, Adjusted Net Debt is expected to reduce to below $7 billion by 30 June 2018. LEADERSHIP IN ENERGY MARKETS Origin aspires to take a leading role in the transition to a cleaner and smarter energy future by accelerating the development of large scale renewables and focusing on developing new products to improve customer experience and lifetime value. In the near term, the Australian energy market is expected to continue to be characterised by tight gas and electricity markets with high wholesale prices. Origin’s large and flexible gas supply portfolio will continue to meet the needs of major industrial and residential customers as well as support energy security through gas-fired generation. With strong gas supply beyond and flexible transport, Origin’s gas portfolio is expected to support volume growth and sustainable earnings in FY2018. The electricity supply portfolio is also well positioned to deliver a competitive cost of energy and support continued improvement in returns in FY2018. Renewables represent the lowest cost investment in new electricity generation today and will support a competitive cost of energy over the medium to long term. Origin has an ambition to add up to 1,500 MW of new renewable supply to its portfolio by 2020 which is expected to increase the proportion of renewables in its generation mix from approximately 10 per cent today to more than 25 per cent by 2020. Since March 2016, Origin has already committed to approximately 1,200 MW of new renewables which will progressively come into its portfolio from 2H FY2018. As Origin generates less energy than it sells, it is well placed to bring renewables into its portfolio without stranding existing generation assets. Origin also operates Australia’s largest fleet of peaking gas-fired generators which are expected to play an increasingly important role in supporting the growth of intermittent non-dispatchable renewable energy, along with batteries in the longer term. Customers are increasingly attracted to technologies and services that enhance their energy experience and give them greater transparency, control and efficiency. These include solar generation and battery storage, connected homes, energy efficiency technology and energy usage management. In response to these changing customer needs, Origin is proactively engaging with cutting edge start-up companies in order to conduct trials of new energy technologies, and explore new ways of interacting with customers. Origin has established a small presence in Silicon Valley in the US via an office sharing arrangement with innogy, a large German new energy company. Origin and innogy are also co-founders of the Free Electrons initiative – a global accelerator that brings together eight forward-thinking utilities and 12 leading start-ups in the areas of renewables, smart grids, electric vehicles and home energy management. Origin is equally committed to supporting, working with, and investing in, Australian innovation. This includes recently becoming principal sponsor of EnergyLab, the new home for clean energy innovation in Australia, hosted by the University of Technology, Sydney. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2. REVIEW OF OPERATIONS 2.1 FINANCIAL PERFORMANCE YEAR ENDED 30 JUNE STATUTORY FINANCIAL PERFORMANCE1: Statutory profit/(loss)2 Statutory earnings per share Items excluded from underlying profit (post-tax)3 UNDERLYING FINANCIAL PERFORMANCE: Energy Markets underlying EBITDA Integrated Gas underlying EBITDA Corporate underlying EBITDA Contact Energy underlying EBITDA Underlying EBITDA Underlying depreciation and amortisation Underlying share of ITDA Underlying EBIT Underlying net financing costs4 Underlying profit before income tax and non-controlling interests Underlying income tax expense Non-controlling interests’ share of underlying profit Underlying profit Underlying earnings per share Final dividend per share 1919 2017 ($MILLION) 2016 ($MILLION) CHANGE ($MILLION) (2,226) (126.9¢) (2,776) 1,492 1,104 (66) – 2,530 (477) (925) 1,128 (296) 832 (279) (3) 550 31.3¢ Nil (628) (39.8¢) (993) 1,330 386 (81) 61 1,696 (624) (296) 776 (109) 667 (286) (16) 365 23.2¢ Nil (1,598) (87.1¢) (1,783) 162 718 15 (61) 834 147 (629) 352 (187) 165 7 13 185 8.1¢ – Statutory Loss of $2,226 million includes an impairment charge of $3,064 million. Excluding this charge and other adjustments to statutory profit results in an underlying profit of $550 million. See below for a reconciliation from statutory to underlying profit. Underlying EBITDA of $2,530 million increased by $834 million driven by volume growth and improving returns in Electricity, the ramp up of LNG earnings5 and the commencement of production from the Halladale/Speculant field. Underlying Profit of $550 million increased by $185 million reflecting higher EBITDA and lower underlying depreciation and amortisation relating to Contact Energy and Lattice Energy6. This was partially offset by an increase in the amount of Australia Pacific LNG interest, tax, depreciation and amortisation (ITDA) and net financing costs associated with the funding of Origin’s interest in Australia Pacific LNG that was recognised in underlying earnings. Refer to Appendix 1 for additional detail on underlying net financing costs. The Board has decided to not pay a final dividend in respect of earnings for the second half of the financial year. 1 Refer to Glossary on pages 166 to 168 for definitions of terms set out in the table. 2 FY2016 statutory profit/(loss) has been restated to reflect adjustments in accounting for power purchase arrangements, as noted in Note F12 of the 30 June 2017 Origin Consolidated Financial Statements. 3 Refer to Section 2.2 for additional detail. 4 Refer to Appendix 1 for additional detail. 5 FY2017 reflects revenue and costs from a full year of Train 1 and 8 months of Train 2 compared to 4 months of Train 1 in FY2016. 6 In line with accounting standard requirements, depreciation and amortisation of Lattice Energy assets ceased from 7 December 2016. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2020 2.2 RECONCILIATION FROM STATUTORY TO UNDERLYING PROFIT YEAR ENDED 30 JUNE Statutory Profit/(Loss)1 Items Excluded from Underlying Profit Fair value and foreign exchange movements LNG items pre revenue recognition Disposals, impairments and business restructuring Total Items Excluded from Underlying Profit Underlying Profit 2017 ($MILLION) 2016 ($MILLION) MOVEMENT ($MILLION) (2,226) (628) (1,598) 96 (36) (2,836) (2,776) 550 (234) (222) (537) (993) 365 330 186 (2,299) (1,783) 185 Fair value and foreign exchange movements primarily reflected non-cash fair value gains associated with oil hedging2 and the Oil Forward Sale (following the announced intention to terminate post the proposed divestment of Lattice Energy), as well as fair value gains related to interest rate swaps and other financial instruments impacting Energy Markets, partially offset by foreign exchange movements relating to LNG funding. LNG related items pre revenue recognition relate to net financing costs associated with Australia Pacific LNG that would otherwise have been capitalised if the development project was held directly by Origin, rather than via an equity accounted investment. The disposals, impairments and business restructuring category include gains associated with the asset sales programme of $303 million, more than offset by restructuring costs of $75 million and non-cash impairments of $3,064 million. Restructuring costs comprised transaction costs and tax loss write-off arising from the asset sales programme and the Lattice Energy divestment process and costs associated with restructuring and cost reductions programs. Non-cash impairment charges of $3,064 million included: – $1,893 million recognised in H1 FY2017 relating to Origin’s share of Australia Pacific LNG’s impairment ($1,031 million), Browse Basin ($578 million), upstream exploration assets held for sale ($170 million), and Origin’s interest in Energia Austral SpA in Chile ($114 million); and – $1,172 million recognised in H2 FY2017 relating to Origin’s share of further impairments by Australia Pacific LNG ($815 million) and a review of the carrying value of Lattice Energy (which reflects the cessation of depreciation and amortisation from 7 December 2016) against the expected proceeds from divestment net of estimated cost of disposal ($357 million). In determining the carrying value of its assets, Australia Pacific LNG considers a range of project and macro assumptions – including oil price, AUD/USD exchange rates, discount rates and costs. Since the last assessment at 31 December 2016, a number of relevant assumptions have changed but the principal change is a reduction in the long term oil price assumptions to US$67/bbl (real) from 2022. 1 FY2016 statutory profit/(loss) has been restated to reflect adjustments in accounting for power purchase arrangements, as noted in Note F12 of the 30 June 2017 Origin Consolidated Financial Statements. 2 On 22 December, 2015 Origin announced the purchase of put options over 15 million barrels of oil for the 2017 financial year. Origin has purchased put options over a further 20 million barrels for the 2018 financial year. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2.3 CASH FLOWS YEAR ENDED 30 JUNE Movements excluding Contact Energy Underlying EBITDA Non-cash items in Underlying EBITDA1 Change in working capital Oil Puts premium paid Insurance relating to completion of APLNG Re-structuring costs Other Tax paid/refund received Total cash flow from operating activities (ex- Contact Energy) Contact Energy – cash flow from operating activities Total cash flow from operating activities Capital expenditure APLNG net contribution APLNG – reserve accounts2 Net disposals Total cash flow from investing activities Net cash flow from operating and investing activities (NCOIA) Net proceeds/(repayment) of debt APLNG – loan proceeds2 Interest paid Dividends paid Proceeds from share issue 2121 2017 ($MILLION) 2016 ($MILLION) CHANGE ($MILLION) CHANGE (%) 2,530 (821) (319) (64) (7) (13) (70) 53 1,289 – 1,289 (501) (170) (127) 887 89 1,378 (956) 127 (540) (2) – 1,635 (187) 161 (117) (37) (102) (54) 34 1,333 71 1,404 (701) (1,206) – 1,718 (189) 1,215 (2,690) – (611) (418) 2,496 895 (634) (480) 53 30 89 (16) 19 (44) (71) (115) 200 1,036 (127) (830) 278 163 1,734 127 71 416 (2,496) (148) 55 339 N/A (45) (81) (87) 30 56 (3) N/A (8) (29) (86) N/A (48) N/A 13 (64) N/A (12) (99) N/A 12 Total cash flow from financing activities (1,371) (1,223) Operating cash flow decreased by $115 million to $1,289 million, of which $71 million related to Contact Energy which was sold in August 2015. The remaining $44 million reflected unfavourable working capital movements ($480 million), partially offset by higher cash EBITDA1 ($261 million) and reductions in other costs ($175 million). Working capital decreased by $161 million in FY2016 (excluding Contact Energy), primarily in Energy Markets driven by favourable collections ($87 million) and tariff reductions from lower network charges ($48 million). In FY2017, working capital increased $319 million primarily in Energy Markets driven by revenue growth ($187 million) as well as a delayed AEMO settlement ($43 million, fully recovered in July 2017) and a delay relating to a new Business customer billing platform ($94 million, expected to be recovered in Q1 FY2018). Investing cash flow improved $278 million driven by reductions in capital expenditure and contributions to Australia Pacific LNG, partially offset by lower disposal proceeds due to the sale of Contact Energy in the prior period. Net cash from operating and investing activities (NCOIA) of $1,378 million together with proceeds returned from Australia Pacific LNG in relation to the funding of reserve accounts was used to meet interest payments and repay debt. 1 Non-cash items in EBITDA include the contribution from equity accounted Australia Pacific LNG operations ($859 million: FY2016 $111 million), exploration expense ($62 million: FY2016 $63 million), amortisation of oil hedge premiums ($117 million: FY2016 Nil) and the impact of the Oil Forward Sale ($141 million; FY2016 $139 million). 2 Australia Pacific LNG – reserve accounts represents cash provided to Australia Pacific LNG to satisfy project finance debt service reserve account requirements. Upon issue of a bank guarantee to Australia Pacific LNG by Origin, this amount was returned to Origin as a loan (denominated in US Dollars and classified as a financing cash flow, ‘Australia Pacific LNG – loan proceeds’). ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2222 2.4 FINANCIAL POSITION AND RETURN ON CAPITAL AS AT Net Assets1 including: Investment in APLNG MRCPS2 issued by APLNG Non-cash fair value uplift4 Adjusted net assets Origin Adjusted Net Debt Net derivative liabilities Origin’s share of APLNG project finance Capital employed Underlying EBIT Origin’s equity share of APLNG interest and tax Dilution depreciation adjustment (relating to APLNG Non-cash fair value uplift4) Adjusted EBIT4 Average capital employed Underlying ROCE3 30 JUNE 2017 ($MILLION) 30 JUNE 2016 ($MILLION) 11,418 14,060 5,463 3,609 (30) 11,388 8,111 565 3,642 23,706 1,128 324 47 1,500 24,914 6.0% 5,945 4,848 (1,923) 12,137 9,131 692 4,163 26,123 776 31 22 829 28,106 2.9% As at 30 June 2017, capital employed of $23,706 million included $12,684 million capital related to Australia Pacific LNG, comprising the carrying value of its equity accounted investment, the balance of MRCPS and Origin’s share of Australia Pacific LNG project finance less the non-cash fair value uplift recorded on the creation of Australia Pacific LNG and subsequent share issues by Australia Pacific LNG to Sinopec. Capital employed reduced by $2,417 million primarily reflecting asset impairments for assets held for sale, upstream investment in the Browse Basin and International Development assets in Chile. Adjusted EBIT increased by $671 million to $1,500 million reflecting increased earnings across all segments. Average capital employed decreased by $3,192 million to $24,914 million primarily reflecting the impact of the divestment of Contact Energy in August 2015, impairments of assets held for sale, upstream investment in the Browse Basin and International Development assets in Chile. Underlying ROCE increased from 2.9 per cent in the prior period to 6.0 per cent for the 2017 financial year. Australia Pacific LNG is ramping up to full operations in a low oil price environment, and as a result, the impact of this business is not yet fully reflected in the 2017 results. 1 30 June 2016 net assets has been restated to reflect adjustments in accounting for power purchase arrangements, as noted in Note F12 of the 30 June 2017 Origin Consolidated Financial Statements. 2 Mandatorily redeemable cumulative preference shares (MRCPS). 3 Underlying ROCE is calculated as Adjusted EBIT/Average Capital Employed. Refer to definition in the Glossary on page 167. 4 Refer to definition in the Glossary. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2.5 FUNDING AND CAPITAL MANAGEMENT AS AT Total interest bearing liabilities Less: cash and cash equivalents Net Debt Fair value adjustments on FX hedging transactions Adjusted Net Debt1 Statutory average interest rate Underlying average interest rate 2323 30 JUNE 2017 ($MILLION) 30 JUNE 2016 ($MILLION) 8,515 (151) 8,364 (253) 8,111 6.3% 6.3% 9,616 (146) 9,470 (339) 9,131 6.5% 5.9% Adjusted net debt decreased by $1 billion to $8.1 billion driven by $0.9 billion net proceeds from asset sales and $1.3 billion of operating cash flows, which were more than sufficient to fund $0.5 billion of capital expenditure, $0.2 billion of net contributions to Australia Pacific LNG and $0.5 billion of interest payments. Liquidity remains sufficient for all foreseeable funding requirements with $6.6 billion of committed undrawn debt facilities and cash (excluding bank guarantees). During the period, the maturity of $4.5 billion of syndicated bank loans was extended by 34 months to October 2021 and the A$900 million of Subordinated Notes were redeemed. The increase in underlying average interest rate reflects an increase in financing costs associated with funding the investment in Australia Pacific LNG being recognised within underlying profit following commencement of revenue recognition for both trains. The funding of this investment included hybrid debt incurring a higher interest rate relative to the portfolio average. AUSTRALIA PACIFIC LNG DEBT During the period, Australia Pacific LNG drew down the remaining US$38 million from its US$8,500 million project finance facility and also made its first principal repayment of US$267 million. Interest on the project finance facility of US$38 million was capitalised during the current period and US$300 million has been recorded in the Income Statement. As at 30 June 2017, the total outstanding balance of the project finance facility was US$8,233 million. SHARE CAPITAL During the period, Origin issued an additional two million shares under employee incentive plans resulting in a total number of 1,755 million shares on issue as at 30 June 2017. The weighted average number of shares used to calculate basic EPS at 30 June 2017 increased by 176 million to 1,754 million from 1,578 million at 30 June 2016. 2.6 FINAL DIVIDEND As a result of the primary focus on reducing debt, the Board has decided not to pay a dividend in respect of earnings for the second half of the financial year. While the Board will review each dividend decision in light of the prevailing circumstances, the Board’s view is that suspension of the dividend is in the best overall interest of shareholders. 1 Adjusted net debt represents interest bearing liabilities adjusted to reflect associated cross currency interest rate swaps used to hedge some foreign currency denominated debt into either AUD or USD, less cash and cash equivalents. Refer to Glossary for details of Adjusted Net Debt. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2424 3. FY2018 OUTLOOK FY2018 earnings is expected to be underpinned by growth in Energy Markets and in Integrated Gas, subject to market conditions and the regulatory environment. ENERGY MARKETS Energy Markets FY2018 EBITDA is expected to be in the range of $1.7–$1.8 billion, representing 14–21 per cent growth on FY2017. This growth is expected to be driven by: – Continued improvement in Electricity returns from higher wholesale market prices partially offset by higher hedging costs, higher gas and coal supply costs for generation and the benefit from the sale of RECs in FY2017 not repeating. Eraring Power station output is expected to be up 5–10 per cent on full year FY2017 levels (to 14.6–15.3 TWh); and – Relatively stable gross profit in Natural Gas in FY2018. Gas procurement costs are expected to increase reflecting repricing of gas contracts and higher wholesale gas prices. Offsetting the higher gas procurement costs are increased volumes and higher revenue rates. Growth in Electricity is expected to be weighted towards the second half of FY2018 with supply from renewable PPAs increasing and assuming the extreme weather event in the second half of FY2017 does not repeat. The generation fleet will be utilised evenly in both halves with planned outages at Darling Downs Power Station (6 weeks) in the first half and one unit at the Eraring Power Station (10 weeks) in the second half to reduce risk to the portfolio. INTEGRATED GAS Growth in Integrated Gas in FY2018 is expected to be underpinned by a first full year of production from both Australia Pacific LNG trains. Origin’s share of Australia Pacific LNG production is expected to increase 7–16 per cent to 245–265 PJ. This includes the impact of planned maintenance shutdowns1 of the LNG trains in FY2018. In FY2018, Australia Pacific LNG is expected to be cash flow break-even at US$45/boe (assuming AUD:USD exchange rate of 0.70) or at US$48/boe (assuming AUD:USD exchange rate of 0.75). Origin has hedged approximately 95 per cent of its FY2018 and approximately 25 per cent of its FY2019 Australia Pacific LNG related JCC oil price exposure2. Origin has also purchased $194.5 million FY2018 AUD/ USD currency call options with a strike of 82 cents at a hedge premium cost of A$1 million (pre-tax). This currency hedge combined with Origin’s share of Australia Pacific LNG’s USD project finance principal and interest payments and interest payments on Origin’s USD denominated debt mitigates an estimated 55 per cent of Origin’s share of Australia Pacific LNG’s USD denominated cash flow exposure in FY2018. Earnings contribution from Lattice Energy is expected to be driven by full year production in the range of 76–86 PJe. Origin will cease to recognise earnings from Lattice Energy upon completion of the expected divestment of the business. CAPITAL EXPENDITURE Capital expenditure (excluding Lattice Energy) is expected to be $360–$420 million, including investment in future energy solutions. ADJUSTED NET DEBT Adjusted Net Debt is expected to be below $7 billion, driven by expected proceeds from the sale of Lattice Energy and improved operating cash flow from Energy Markets. 1 In the first quarter of FY2018, Australia Pacific LNG expects to complete maintenance shutdowns for both trains, involving one train shutdown for approximately two weeks, and one train running at half rates for approximately one week. 2 FY2018 oil hedges premiums of A$64 million (pre-tax) include a combination of puts and collars (40 per cent in puts with a floor of US$45/bbl and 60 per cent in collars with strikes of US$45-71/bbl). FY2019 hedges to 11 August 2017 include 4.6 million barrels hedged through collars with strikes of US$44-62bbl and 1 million barrels hedged through a three way option with strikes of U$40-50-60/bbl at a cost of A$7 million (pre-tax) to be settled in FY2019 (hedge rates are in Brent crude oil equivalent). The three way oil option comprises a long U$50/bbl strike put, a short U$40/bbl strike put and a short U$60/bbl strike call. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2525 4. REVIEW OF SEGMENT OPERATIONS 4.1 ENERGY MARKETS Energy Markets is an integrated provider of energy solutions to retail and wholesale markets. As Australia’s leading retailer, it continues to develop product offerings to improve customer experience and value. It has a diverse portfolio of gas and coal supply contracts, operates one of Australia’s largest and most diverse generation portfolios, and is increasing its investment in renewables. Earnings are reported across Natural Gas, Electricity, LPG, Solar & Energy Services and Future Energy. Natural Gas and Electricity customers comprise Retail (residential and SMEs) and Business (commercial and industrial, and LNG producers for Natural Gas). YEAR ENDED 30 JUNE Total Segment Revenue2 Electricity gross profit Natural Gas gross profit Electricity & Natural Gas cost to serve LPG EBITDA Solar & Energy Services EBITDA Future Energy costs Underlying EBITDA Underlying EBIT margin Cash flow from operating activities Capital expenditure Net cash flow from operating and investing activities 2017 ($MILLION) 20161 ($MILLION) CHANGE (%) 13,558 1,426 528 (541) 88 5 (14) 1,492 10.6% 1,134 278 1,292 11,423 1,282 518 (542) 76 (3) – 1,330 10.1% 1,388 236 1,262 19 11 2 (0) 16 N/A N/A 12 5 (18) 18 2 EBITDA increased by $162 million to $1,492 million primarily driven by growth in Electricity. – Increased Electricity gross profit was driven by volume growth and improving returns underpinned by a generation portfolio that maintained a competitive cost of energy in a rising wholesale price environment. – Increased Natural Gas gross profit reflects higher sales volumes offset by lower realised oil price on sales to GLNG and higher procurement costs due to benefits of low-cost ramp gas in FY2016 not repeating. – Electricity and Natural Gas cost to serve improved reflecting the benefit of cost reduction initiatives, partially offset by increased acquisition activity in a competitive market. – Growth in LPG EBITDA reflects ongoing cost reduction initiatives, and profitability in Solar & Energy Services was driven by increased solar installations and margins and serviced hot water customer growth. – Future Energy relates to activities focused on technology innovation and related strategy development. Cash flow from operating activities decreased as EBITDA growth was more than offset by unfavourable working capital movements. FY2016, working capital decreased $154 million, largely driven by favourable collections ($87 million) and tariff reductions from lower network charges ($48 million). Conversely, FY2017 working capital increased $298 million driven by revenue growth ($187 million), timing of AEMO settlements associated with extreme weather in early 2017 ($43 million, fully recovered in July), and a one-off delay relating to roll out of a new Business customer billing platform in May 2017 ($94 million, expected to be recovered in Q1 FY2018). Capital expenditure increased due to the 1 in 20 year planned maintenance outage at Eraring ($45 million). Growth in net cash flow from operating and investing activities reflected lower operating cash flow and higher capital expenditure, offset by higher proceeds from asset sales ($436 million compared to $110 million in FY2016). 1 FY2016 has been restated to reflect changes in the treatment of certain items previously included Electricity and Natural Gas gross profit and cost to serve. See Glossary on pages 166 to 168 for details of the Electricity and Natural Gas cost to serve restatement. 2 Refer to Glossary on pages 166 to 168. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2626 4.1.1 ELECTRICITY VOLUME SUMMARY YEAR ENDED 30 JUNE VOLUMES SOLD (TWH) NSW Victoria Queensland South Australia Total volumes sold FINANCIAL SUMMARY 2017 2016 CHANGE CHANGE RETAIL BUSINESS TOTAL RETAIL BUSINESS TOTAL TWH 9.0 3.4 5.2 1.1 18.6 9.1 4.8 5.4 1.7 21.1 18.1 8.2 10.6 2.8 39.7 8.9 3.4 5.2 1.0 18.4 8.5 4.5 5.5 1.2 19.6 17.4 7.9 10.7 2.2 38.1 0.7 0.3 (0.1) 0.6 1.6 % 4 4 (1) 27 4 YEAR ENDED 30 JUNE 2017 $/MWH 2016 $/MWH CHANGE % Revenue ($m)1 Retail (consumer & SME)1 Business Externally contracted generation Cost of goods sold ($m) Network costs Wholesale energy costs Generation operating costs1 Energy procurement costs Gross profit ($m)1 Gross margin % Period-end customer accounts (‘000) Average customer accounts (‘000) $ Gross profit per customer 8,085 5,065 3,017 3 (6,660) (3,829) (2,629) (202) (2,831) 1,426 17.6% 2,716 2,736 521 203.8 272.4 143.1 (167.9) (96.5) (66.3) (5.1) (71.4) 35.9 7,293 4,783 2,463 47 (6,012) (3,674) (2,093) (244) (2,337) 1,282 17.6% 2,741 2,758 465 191.5 259.4 125.4 (157.9) (96.5) (55.0) (6.4) (61.4) 33.7 11 6 22 (93) 11 4 26 (17) 21 11 0.2% (1) (1) 56 CHANGE ($/MWH) 12.3 13.0 17.7 (10.0) 0.0 (11.3) 1.3 (10.0) 2.3 Retail revenue rates increased $13/MWh and Business revenue rate increased $17.7/MWh reflecting pass through of higher market wholesale prices for energy and LRET certificates and higher network costs for Business customers. Electricity total revenue rate increased by $12.3/MWh or 11 per cent reflecting a higher proportion of lower priced Business sales and reduced revenues from externally contracted generation due to the end of the Worsley joint venture. Wholesale energy costs increased $11.3/MWh reflecting the impact of higher pool prices including the extreme weather event in February, higher coal and gas costs used in generation and contract costs for assets sold, offset by trading gains on sale of RECs. Wholesale energy costs increased less than market wholesale prices due to the benefit of Origin’s wholesale and REC portfolio and resulted in recovering returns. Generation operating costs decreased $42 million reflecting the end of the Worsley joint venture and underlying cost reductions through operational efficiencies. Electricity gross profit increased by 11 per cent or $144 million to $1,426 million reflecting volume growth and recovering returns in both customer segments. 1 FY2016 has been restated to reflect changes in the treatment of certain items previously included in Electricity and Natural Gas gross profit and cost to serve. See Glossary on pages 166 to 168 for details of the Electricity and Natural Gas cost to serve restatement. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2727 ELECTRICITY SUPPLY Performance of the generation portfolio, including contracted plant is summarised below: YEAR ENDED 30 JUNE 2017 NAMEPLATE CAPACITY (MW) EQUIVALENT RELIABILITY FACTOR2 CAPACITY FACTOR ELECTRICITY OUTPUT (GWH) POOL REVENUE ($MILLION) POOL REVENUE ($/MWH) TYPE1 Eraring Darling Downs Osborne3 Uranquinty Mortlake Mount Stuart Quarantine Ladbroke Grove Roma Shoalhaven Cullerin Range4 2,880 644 180 664 566 423 224 80 80 Black Coal CCGT CCGT OCGT OCGT OCGT OCGT OCGT OCGT 240 Pump/Hydro Wind 30 Internal Generation Renewable PPAs 6,011 732 Solar/Wind Owned and Contracted Generation 6,743 89.6% 99.0% 100.0% 99.7% 98.9% 84.6% 98.7% 98.2% 97.5% 90.5% 93.0% 91.9% n.a. 55% 55% 59% 10% 22% 2% 13% 26% 6% 6% 48% 32% 13,882 3,129 937 588 1,086 71 257 185 39 117 4 20,295 2,105 22,400 1,197 342 124 108 122 53 58 35 13 22 0 2,073 86 109 132 183 112 741 226 188 332 192 91 102 Owned and contracted electricity generation for the period was 22.4 TWh (22.7 TWh in the prior period) representing 56 per cent (59 per cent in the prior period) of the 39.7 TWh of electricity volumes sold. Output from Eraring increased to 13.9 TWh in FY2017 (13.5 TWh in FY2016) despite the planned 1 in 20 year maintenance outage in the first half. In the second half, Eraring operated at an average capacity factor of 64 per cent and generated 73 per cent of its annual revenue as coal inventory build-up was utilised in the second half at higher average pool prices. Output from the gas-fired generation fleet was relatively stable in FY2017 despite decreased availability of low-cost ramp gas. During the period contracted renewable capacity of 732 MW contributed 2.1 TWh of energy. Since March 2016, Origin has committed to increase its renewable energy supply by approximately 1,200 MW, some of which is already operating and the remainder (approximately 1,150 MW) is expected to come into production over the coming years, with 496 MW expected to come during the second half of FY2018. 4.1.2 NATURAL GAS VOLUME SUMMARY YEAR ENDED 30 JUNE VOLUMES SOLD (TWH) NSW Victoria Queensland South Australia External volumes sold Internal sales (generation) Total volumes sold 2017 2016 CHANGE CHANGE RETAIL BUSINESS TOTAL RETAIL BUSINESS TOTAL 9.4 25.6 2.9 5.1 43.1 23.4 40.9 69.1 11.3 144.7 32.8 66.5 72.0 16.4 187.9 61.5 249.4 8.2 25.6 3.0 5.3 42.1 16.7 39.3 57.5 11.4 124.9 24.9 64.9 60.5 16.7 167.1 61.1 228.2 PJ 7.9 1.6 11.5 (0.3) 20.8 0.3 21.2 % 32 2 19 (2) 12 (3) 9 1 OCGT = Open cycle gas turbine; CCGT = Combined cycle gas turbine. 2 Availability for Eraring = Equivalent Availability Factor (which takes into account de-ratings). 3 Origin has a 50 per cent interest in the 180 MW plant and contracts 100 per cent of the output. 4 The sale of the Cullerin Range wind farm completed in July 2016. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 2828 FINANCIAL SUMMARY YEAR ENDED 30 JUNE Revenue ($m)2 Retail (consumer & SME)2 Business Cost of goods sold ($m) Network costs Energy procurement costs Gross profit ($m)2 Gross margin % Period-end customer accounts (‘000) Average customer accounts (‘000) $ Gross profit per customer 2017 2,154 1,030 1,124 (1,627) (709) (918) 528 24.5% 1,112 1,105 478 $/GJ 11.5 23.9 7.8 (8.7) (3.8) (4.9) 2.8 20161 1,942 991 951 (1,425) (696) (729) 518 26.7% 1,089 1,080 480 $/GJ 11.6 23.5 7.6 (8.5) (4.2) (4.4) 3.1 CHANGE % CHANGE ($/GJ) (0.1) 0.4 0.2 0.1 0.4 (0.5) (0.3) 11 4 18 14 2 26 2 (8) 2 2 (0) Revenue rates for both Retail and Business increased reflecting pass through of higher market wholesale gas prices. Higher Business revenue rates were achieved despite an increase in sales to GLNG at a lower average price (including the impact of lower realised oil prices). Natural Gas total revenue rate declined by $0.1/GJ to $11.5/GJ despite higher rates in each customer segment due to a higher proportion of lower priced Business revenue. Energy procurement costs increased $0.50/GJ to $4.90/GJ as low-cost ramp gas in FY2016 was replaced with higher priced gas purchases in FY2017. Natural Gas gross profit increased by 2 per cent or $10 million to $528 million reflecting increased volume, partially offset by lower unit margin driven by the absence of low-cost ramp gas and a lower realised oil price on sales to GLNG. 4.1.3 ELECTRICITY AND NATURAL GAS OPERATING COSTS YEAR ENDED 30 JUNE Cost to maintain ($ per average customer4) Cost to acquire/retain ($ per average customer4) Elec & Natural Gas Cost to Serve ($ per average customer4) Maintenance Costs ($m) Acquisition & Retention Costs5 ($m) Elec & Natural Gas cost to serve ($m) 2017 (115) (31) (146) (427) (114) (541) 20163 (117) (29) (145) (435) (107) (542) CHANGE CHANGE (%) 2 (2) (1) 8 (7) 1 (2) 6 1 (2) 6 0 Maintenance Costs decreased by $8 million driven by ongoing cost reduction initiatives including offshore resourcing, lower Ombudsmen costs, cost recovery fees and continued digitisation of customer experience. Online sales increased by 23 per cent and ‘My Account’ visits increased by 30 per cent to 2.5 million customers. Paperless billing increased, with around 1.8 million customer accounts now taking up e-billing (15 per cent increase) and 1.0 million customers accounts are now paying by direct debit (17 per cent increase). Acquisition and Retention Costs increased by $7 million or 6 per cent driven by an increase in wins and new connections (including the use of third party sales channels in a competitive market). Improvements in customer experience have led to an increase in the Interaction Net Promoter Score (NPS)6 of 4 points to +16.1 and a reduction in Ombudsman complaints from 3.4 to 2.5 (per 1,000 customers). 1 Osborne gas sales reclassified as internal due to new operational agreement. As a result prior period external sales volumes, revenues and costs have been revised with no impact on gross profit. 2 FY2016 has been restated to reflect changes in the treatment of certain items previously included Electricity and Natural Gas gross profit and cost to serve. See Glossary on pages 166 to 168 for details of the Electricity and Natural Gas cost to serve restatement. 3 FY2016 has been restated to reflect changes in the treatment of certain items previously included Electricity and Natural Gas gross profit and cost to serve. See Glossary on pages 166 to 168 for details of the Electricity and Natural Gas cost to serve restatement. 4 Represents Cost to Serve per average customer account, excluding serviced hot water accounts. 5 Customer wins (FY17:552,000; FY16: 509,000) and retains (FY17: 1,509,000; FY16: 1,493,000). Note prior year has been restated to be net of cancellations. 6 Refer to Glossary on pages 166 to 168. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 4.1.4 LPG YEAR ENDED 30 JUNE Volumes (kt) Revenue ($m) Cost of Goods Sold ($m) Gross Profit ($m) Operating Costs ($m)1 Underlying EBITDA ($m) 2929 2017 448 628 (418) 211 (122) 88 2016 457 593 (385) 208 (133) 76 CHANGE (%) (2) 6 8 1 (8) 16 LPG volumes decreased due to declines in the Autogas segment, partially offset by increases in the stationary LPG market. LPG gross profit remained stable and operating costs decreased $11 million driven by ongoing cost reduction initiatives and improved logistics efficiency. 4.1.5 SOLAR & ENERGY SERVICES YEAR ENDED 30 JUNE Revenue ($m) Cost of Goods Sold ($m) Gross Profit ($m) Operating Costs ($m)2 Underlying EBITDA ($m) 2017 148 (74) 74 (69) 5 2016 138 (83) 55 (59) (3) CHANGE (%) 7 (12) 35 18 N/A Solar & Energy Services gross profit increased $19 million driven by an increased contribution from the solar business with higher installations and margins (lower cost contractor model and reduced panel costs), as well as growth in serviced hot water. 4.1.6 FUTURE ENERGY YEAR ENDED 30 JUNE Operating Costs ($m) Investments ($m) 2017 (14) 2 2016 – 4 CHANGE (%) N/A N/A Future Energy relates to activities focused on technological innovation and customer related strategy development. Origin has established a shared office in Silicon Valley with German energy company innogy and is a foundation member of the ‘Free Electrons’ global accelerator program. During the period, Origin made a small investment in People Power (a US start up focused on connected home solutions) and has undertaken a number of technology trials in home energy management, peer to peer trading, metering communications and internet of things (IOT) home security and monitoring. 4.1.7 NATURAL GAS, ELECTRICITY AND LPG CUSTOMER ACCOUNTS AS AT CUSTOMER ACCOUNTS (‘000) ELECTRICITY 30JUNE 2017 NATURAL GAS TOTAL ELECTRICITY 30JUNE 2016 NATURAL GAS TOTAL CHANGE NSW3 Victoria Queensland South Australia4 Total 1,213 553 752 198 2,716 262 478 168 203 1,112 1,475 1,031 920 401 3,828 1,240 566 761 174 2,741 252 478 160 199 1,089 1,492 1,044 921 372 3,830 (17) (13) (1) 29 (2) Customer accounts were relatively stable overall during the period reflecting the loss of 25,000 Electricity customers and the addition of 23,000 Natural Gas customers. As at 30 June 2017, penetration of dual fuel (Electricity and Natural Gas) customer accounts was 35.8 per cent, increasing from 34.9 per cent at 30 June 2016. As at 30 June 2017, Origin had 382,000 LPG customer accounts, a decrease of 2,000 accounts from 30 June 2016. 1 FY2016 has been restated to reflect changes in the treatment of certain items previously included Electricity and Natural Gas gross profit and cost to serve. See Glossary on pages 166 to 168 for details of the Electricity and Natural Gas cost to serve restatement. 2 The period ending 30 June 2016 has been restated to reflect changes in the treatment of certain items previously included Electricity and Natural Gas gross profit and cost to serve. See Glossary on pages 166 to 168 for details of the Electricity and Natural Gas cost to serve restatement. 3 Australian Capital Territory (ACT) customer accounts are included in New South Wales. 4 Northern Territory customers are included in South Australia. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3030 4.2 INTEGRATED GAS Integrated Gas comprises LNG which includes a 37.5 per cent equity accounted share of Australia Pacific LNG and other activities and transactions arising from the upstream operatorship of Australia Pacific LNG1 and management of exposure to LNG pricing risk; and E&P which represents the conventional upstream business now known as Lattice Energy (held for sale) as well as other exploration and development interests in the Surat, Beetaloo and Browse basins. 2017 2016 YEAR ENDED 30 JUNE E&P ($M) LNG ($M) INTEGRATED GAS ($M) E&P ($M) LNG ($M) INTEGRATED GAS ($M) CHANGE (%) Production (PJe) Underlying EBITDA Cash flow from operating activities Capital expenditure Contribution to APLNG Net cash flow from operating and investing activities2 95 355 280 200 – 483 229 749 (77) 11 170 323 1,104 203 211 170 75 269 142 412 – 157 117 (116) 20 231 386 26 432 1,206 1,206 (385) 98 (262) (1,343) (1,605) 40 186 681 (51) (86) N/A Production increased 92 PJe or 40 per cent due to the ramp up in LNG production at Australia Pacific LNG and the commencement of production at Halladale/Speculant in E&P. Underlying EBITDA increased $718 million or 186 per cent to $1,104 million reflecting: – $632 million increase in LNG EBITDA to $749 million driven by an increase in Origin’s share of Australia Pacific LNG EBITDA from the ramp up of LNG sales and higher prices ($748 million), partially offset by the cost of oil hedges entered into by Origin net of hedge payout ($103 million); and – $86 million increase in E&P to $355 million driven primarily by the commencement of production from Halladale/Speculant in August 2016. Cash flow from operating activities increased by $177 million to $203 million comprising: – $138 million increase in E&P to $280 million due to higher EBITDA and lower working capital requirements primarily relating to purchases and lower inventory in the Cooper Basin; and – $39 million improvement in LNG to an outflow of $77 million driven primarily by lower oil hedging cash costs. Net cash flow from operating and investing activities increased by $1,703 million reflecting: – $958 million improvement in LNG due to a lower contribution to Australia Pacific LNG and lower oil hedging cash costs. – $745 million improvement in E&P driven by higher operating cash flows, lower capital expenditure, and proceeds from the sale of the Darling Downs Pipelines. 4.2.1 LNG AUSTRALIA PACIFIC LNG PRODUCTION AND SALES YEAR ENDED 30 JUNE VOLUMES (PJ) Production volumes Natural Gas (domestic) Natural Gas (LNG feed gas) Gross sales volumes3 Natural Gas LNG Gross realised price (A$/GJ)3 Natural Gas LNG 2017 2016 100% APLNG ORIGIN SHARE 100% APLNG ORIGIN SHARE 610 195 415 608 214 394 3.04 8.16 229 73 156 228 80 148 418 296 122 388 291 98 2.03 7.24 157 111 46 146 109 37 Total Australia Pacific LNG production increased by 192 PJe or 46 per cent to 610 PJ as Train 2 came online during the year with the LNG plant operating well above design nameplate capacity during the 90 day two train operational test in May and June. Domestic volumes decreased reflecting a reduction in sales to QGC and other short term domestic sales, with volumes directed to LNG feed gas to maximise LNG production. Net Realised Price for Natural Gas increased due to lower volumes sold to QGC under oil-linked contracts, and higher prices achieved on incremental domestic sales. LNG price increased in line with higher realised oil prices. 1 Origin’s share of Australia Pacific LNG’s Underlying EBITDA is included in the Underlying EBITDA of the Integrated Gas segment. Origin’s share of Australia Pacific LNG’s Underlying interest, tax, depreciation and amortisation expense is accounted for between Underlying EBITDA and Underlying EBIT in the line item ‘Share of interest, tax, depreciation and amortisation of equity accounted investees’. Includes cash (classified as investing activity) provided to Australia Pacific LNG to satisfy Project Finance reserve requirements ($127 million) via bank guarantee returned to Origin as a loan (classified as financing activity). 2 3 Gross sales volumes and realised prices are inclusive of 20 PJ (FY2016: 93 PJ) that were capitalised for accounting purposes. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3131 AUSTRALIA PACIFIC LNG UNDERLYING FINANCIAL PERFORMANCE YEAR ENDED 30 JUNE $ MILLION Operating revenue Operating expenses Underlying EBITDA D&A expense Net financing expense Income tax benefit Underlying ITDA1 Underlying profit 2017 2016 100% APLNG ORIGIN SHARE 100% APLNG ORIGIN SHARE 3,754 (1,465) 2,289 (1,614) (952) 87 (2,479) (190) 1,408 (549) 859 (605) (357) 32 (930) (71) 880 (585) 295 (700) (291) 209 (782) (487) 330 (219) 111 (263) (109) 78 (293) (182) Australia Pacific LNG’s financial performance during the period reflected earnings associated with domestic gas sales and the ramp up of LNG sales with a full year contribution from Train 1 and an eight month contribution from Train 2. Earnings relating to Train 2 were recognised in the income statement from November 2016. AUSTRALIA PACIFIC LNG SUSTAINING CAPITAL EXPENDITURE AND FUNDING Australia Pacific LNG FY2017 sustaining capital expenditure of $1.0 billion was $0.4 billion lower than guidance primarily due to savings achieved from reduced drilling and connection costs, lower owner’s costs and the timing of non-operated activity deferred from FY2017 into FY2018. This contributed to lower than expected net contributions by Origin to Australia Pacific LNG ($170 million in FY2017). Guidance for FY2018 sustaining capital expenditure is unchanged at $1.4 billion as recurring savings achieved in FY2017 are expected to be offset by deferred non-operated spend from FY2017 into FY2018 and acceleration of other non-operated activity previously assumed in FY2019. Compared to FY2017, the FY2018 operated sustaining capital program is expected to include increased rate of fracture stimulation wells, and non-operated activity is expected to increase. AUSTRALIA PACIFIC LNG OPERATIONS In July 2017 Australia Pacific LNG successfully concluded the 90-day operational phase of the two-train project finance lenders’ test, with the plant performing at more than 10 per cent above design nameplate capacity during the 90 day period. Australia Pacific LNG is expected to satisfy all other requirements of the project finance tests during Q1 FY2018 which will result in the release of the remaining US$3.4 billion of shareholder guarantees relating to Australia Pacific LNG’s US$8.5 billion project finance facility. Australia Pacific LNG now has the flexibility to take advantage of potential opportunities to sell additional gas into the domestic market. A total of 413 development wells were commissioned in FY2017 including 41 horizontal/vertical pairs and multi-laterals in Spring Gully (represented as 80 wells). On average, these wells have provided higher production rates and faster ramp up than standard vertical wells in the same area. Australia Pacific LNG will continue to utilise these new well technologies to target improved productivity. Ongoing development and operations at Australia Pacific LNG are focused on improving productivity and debottlenecking its existing facilities. In FY2018, Australia Pacific LNG expects to deliver increased annual production and has the flexibility to direct excess volumes (above contractual requirements) to either the domestic or export LNG market. 1 Origin’s share of the Australia Pacific LNG underlying ITDA differs slightly to the share of ITDA recognised by Origin due to a MRCPS elimination adjustment (see Glossary for details). ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3232 AUSTRALIA PACIFIC LNG RESERVES AND RESOURCES1 Origin’s share of Australia Pacific LNG’s 2P reserves decreased 369 PJ, including 229 PJe of production. Excluding production, Australia Pacific LNG’s 2P reserves decreased by 3 per cent primarily due to reduced recovery estimates in low permeability areas. Origin share of reserves and resources (37.5 per cent share in Australia Pacific LNG) RESERVES (PJe) 30/06/16 RESERVES ACQUISITION/ DIVESTMENT NEW BOOKING/ DISCOVERIES REVISIONS/ EXTENSIONS PRODUCTION 30/06/17 RESERVES 1P 2P 3P 2,659 5,073 5,601 RESOURCES (PJe) RESOURCES 2C 1,135 – – – 0 – – – 0 389 (141) (354) 349 (229) (229) (229) 2,819 4,704 5,018 0 1,483 Development activity during FY2017 focused on drilling for near term production ahead of the two train lenders’ test which is reflected in an increase in 1P reserves of 160 PJe (Origin share) after production. Australia Pacific LNG is now focused on exploration and appraisal activities to identify and mature resources to reserves. 4.2.2 EXPLORATION & PRODUCTION YEAR ENDED 30 JUNE Total Production (PJe) Total Sales (PJe) Commodity Sales Revenue ($m)> Other income Cost of goods sold and stock movements Exploration expense Other expenses Underlying EBITDA Cash flow from operating activities Proved plus Probable (2P) reserves ex-APLNG (PJe) 2017 94.6 105.6 747 79 (110) (62) (299) 355 280 1,084 2016 74.6 82.6 592 63 (80) (63) (243) 269 142 1,204 CHANGE (%) 27 28 26 25 38 (2) 23 32 97 (10) > Includes gain/(loss) – forward sale and hedging of $28 million in current period ($43 million prior period). Origin’s share of total production increased 20 PJe to 94.6 PJe due to higher Otway Basin production (23 PJe) following the commencement of production from Halladale/Speculant, partly offset by lower Bass Basin production (2 PJe) due to a planned statutory maintenance shutdown. Sales volumes increased 23 PJe to 105.6 PJe due to increased production and the use of inventory to meet higher gas nominations in the Cooper Basin. Commodity Sales Revenue increased by $155 million or 26 per cent to $747 million, in line with higher sales volumes. Other income relates primarily to tolling revenue. This increased 25 per cent primarily driven by the impact of Halladale/Speculant volumes (100 per cent owned) tolled through the Otway joint venture (67.23 per cent interest). This is offset by higher tolling costs included in other expenses. Higher stock movement reflected a reduction in gas inventory due to higher customer nominations within the Cooper Basin. Exploration expense included the write-off of T/34P, an exploration permit in the Otway Basin following an application for consent to surrender ($26 million), Enterprise 2 3D transition zone seismic survey acquisition ($14 million) and Crowes Foot 3D offshore seismic survey acquisition ($11 million). Other expenses increased 23 per cent primarily due to tolling charges associated with the commencement of production at Halladale/Speculant. E&P EBITDA increased $86 million to $355 million primarily due to commencement of production from Halladale/Speculant. Further information regarding production, sales volumes and revenues is provided in Origin’s June 2017 Quarterly Production Report, available at www.originenergy.com.au. 1 Refer to the Important Information on reserves and resources disclosures prior to Section 1. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3333 CAPITAL EXPENDITURE Capital expenditure decreased $212 million from the prior year following the completion of development projects across the Otway, Bass and Cooper basins. Capital expenditure for the year of $200 million included: – Otway Basin including Halladale/Speculant - $47 million; – Cooper Basin - $39 million; – Beetaloo and Cooper Basin farm-ins - $37 million; – Bass Basin - $16 million; – Perth Basin - $11 million; and – Other assets - $48 million. EXPLORATION & PRODUCTION RESERVES Proved plus probable (2P) reserves decreased by 119 PJe (after production of 94.6 PJe) to a total of 1,084 PJe excluding Origin’s share of Australia Pacific LNG reserves, compared with 30 June 2016. Origin undertakes a full assessment of its reserves resources on an annual basis at the end of the financial year. A full statement of reserves and resources attributable to Origin at 30 June 2017 is included in the Annual Reserves Report on pages 156 to 163. 5. RISKS RELATED TO FUTURE FINANCIAL PROSPECTS The scope of operations and activities means that Origin is exposed to risks that can have a material impact on its future financial prospects. Material risks, and the company’s approach to managing them, are summarised below. RISK MANAGEMENT FRAMEWORK Origin’s risk management framework supports the identification, management and reporting of material risks and uncertainties that can impact the delivery of key priorities. Overseen by the Board and the Board Risk Committee, the framework incorporates a ‘three lines of defence’ model for managing risks and controls. All employees are responsible for making risk-based decisions and managing risk within understood limits. If a risk, such as a natural disaster, cannot be fully managed to reflect the risk appetite of the company using internal controls, it is transferred to third parties via insurance where commercially appropriate. Origin’s business resilience processes also help minimise the impact of risk events. THREE LINES OF DEFENCE LINE OF DEFENCE RESPONSIBILITY PRIMARY ACCOUNTABILITY First line Lines of business Second line Oversight functions Third line Internal audit – Identifies, assesses, records, prioritises, manages and Management monitors risks. – Provides the risk management framework, tools and Management systems to support effective risk management. – Provides assurance on the effectiveness of Board, Board Committees and management governance, risk management and internal controls. MATERIAL RISKS The risks identified in this section have the potential to materially affect Origin’s ability to meet its key priorities and impact on the company’s future financial performance, either separately or in combination. These risks are not exhaustive and are not arranged in order of significance. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3434 STRATEGIC RISKS Strategic risks arise from uncertainties that may emerge in the medium to longer term and, while they may not necessarily impact on short-term profits, can have an immediate impact on the value of the company. These risks are managed through continuous monitoring and reviewing of emerging and escalating risks, ongoing planning and the allocation of resources and evaluation from management and the Board. RISK CONSEQUENCES MANAGEMENT Competition Origin operates in a highly competitive retail environment which can result in downward pressure on margins and customer losses. Competition also impacts Origin’s wholesale business, with generators competing for capacity and fuel and the potential for gas markets to be impacted by new domestic gas resources and the volume of gas exports. Technological developments/ disruption Distributed generation is empowering consumers to own, generate and store electricity, consuming less energy from the centralised grid network. Technology is allowing consumers to understand and manage their power usage through smart appliances, having the potential to disrupt the existing utility relationship with consumers. Advances in technology have the potential to create new business models and introduce new competitors. – Origin’s strategy to mitigate the impact of this risk on its retail business is to build customer loyalty and trust by delivering simple, seamless and personalised customer experiences and offering innovative and differentiated products and services. – Origin endeavours to mitigate the impact of this risk on its wholesale business by sourcing competitively priced fuel to operate its generation fleet, leveraging the flexibility in its fuel, transportation and generation portfolio and increasing the supply of low-cost renewables. – Through our Future Energy business, Origin actively monitors new technology innovation through participation in local and global startup accelerator programs, trialing new energy technology and exploring investments in new products or business models. – In parallel, Origin is growing its distributed generation and home energy services businesses and also endeavours to mitigate the impact of this risk on its core energy businesses by offering superior service and innovative products and reducing cost to serve. Changes in demand for energy Changes in energy demand driven by price, consumer behaviour, mandatory energy efficiency schemes, Government policy, weather and other factors can reduce Origin’s revenues and adversely affect Origin’s future financial performance. – Origin is partially mitigating the impact of this risk by applying advanced data and analytics capability to smart meter data in order to better predict customer demand, also enabling Origin to develop data based customer propositions and customer value segmentation. Regulatory policy Climate change Origin has broad exposure to regulatory policy change including domestic energy pricing, generation and gas supply portfolios, carbon, retail operations, upstream development, royalties and taxation policy. Changes to policy may impact financial outcomes and, in some cases, change the commercial viability of existing or proposed projects or operations. Origin has broad exposures to energy market decarbonisation, which includes decreased demand for fossil fuels in some markets, reduced lifespans of higher carbon-intensive assets, increased regulation of greenhouse gas emissions from operations and consumer shifts to lower-carbon sources of energy. – Origin manages its exposure to industry wide regulatory risk by actively leading policy debate, proactively engaging with policy makers across all levels of government and participating in public forums, industry associations, think tanks and research. – Origin’s strategy for transitioning to a carbon constrained future is to prepare for a range of decarbonisation scenarios. – Origin produces less electricity than it sells to customers, which provides flexibility to adapt to changing market dynamics, including climate change, and positions the company well to bring low-cost renewables into its portfolio without stranding existing assets. The generation portfolio has no exposure to high-emissions brown coal, and has only one black coal-fired generation asset. – Origin has signed up to We Mean Business and is progressing a science based target . ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3535 FINANCIAL RISKS Financial risks are the risks that directly impact the financial performance and resilience of Origin. RISK CONSEQUENCES MANAGEMENT Commodity Foreign exchange and interest rates Liquidity and access to capital markets Origin has a long term exposure to the international oil prices through the sale of gas, oil, LPG, and its investment in Australia Pacific LNG. Pricing can be volatile and downward price movements can impact cash flow, financial performance, recoverable reserves and asset carrying values. Prices and volumes for electricity that Origin sources to on-sell to customers are volatile and are influenced by many factors that are difficult to predict. Long term fluctuations in coal and gas prices also impact the margins of Origin’s generation portfolio. Origin has exposures through principal debt and interest payments in foreign currency long-term borrowings, through the sale and purchase of oil and gas, and through its investments in Australia Pacific LNG and the company’s foreign operations. Interest rate movements and foreign exchange fluctuations could lead to a decrease in Australian dollar revenues or increased payments in Australian dollar terms. Origin’s business, prospects, and financial flexibility could be adversely affected by a failure to appropriately manage its liquidity position, or if markets are not available at the time of any financing or refinancing required. Credit and counterparty Some counterparties may fail to fulfil their obligations (in whole or part) under major contracts. Australia Pacific LNG’s project finance facility Failure to meet the two train completion tests by Q1 FY2018 could require Australia Pacific LNG to repay the amount of project finance facility relating to Train 2 (maximum US$3.4 billion). – Commodity limits are set by the Board to manage the overall financial exposure that Origin is prepared to take. – Origin’s commodity risk management process monitors and reports performance against defined limits. – Commodity price risk is managed through a combination of physical positions and derivatives contracts. – Risk limits are set by the Board to manage the overall exposure. – Origin’s treasury risk management process monitors and reports performance against defined limits. – Foreign exchange and interest rate risks are managed through a combination of physical positions and derivatives. – Origin actively manages its liquidity position through cash flow forecasting and maintenance of minimum levels of liquidity as determined under Board approval limits. – Counterparty risk assessments are regularly undertaken and where appropriate, credit support is obtained to manage counterparty risk. – Australia Pacific LNG has concluded the 90-day operational phase of the two-train project finance lenders’ test and all other elements of the project finance completion tests are on track and Australia Pacific LNG expects that formal certification that they have been satisfied will be provided during the first quarter of FY2018. OPERATIONAL RISKS Operational risks arise from inadequate or failed internal processes, people or systems or from external events. RISK CONSEQUENCES MANAGEMENT Safe and reliable operations Environmental and social Malfunctioning plant, incorrect application of procedures, unsafe practices, a physical security breach, or a cyber-attack may lead to the loss of lives, asset damage, environmental damage, and other impacts to third parties. A production, network, or IT systems outage may affect Origin’s ability to deliver electricity and gas to its customers. A prolonged outage may affect Origin’s brand and reputation. – Core operations are subject to comprehensive operational, safety and maintenance procedures. – Origin personnel are adequately trained and licensed to perform their operational activities. – Origin maintains an extensive insurance program to mitigate consequences by transferring financial risk exposure to third parties where commercially appropriate. An environmental incident or Origin’s failure to consider and adequately mitigate the environmental, social and socio-economic impacts on communities and the environment has the potential to cause community action, environmental impact, regulatory intervention, legal action, reduced access to resources and markets, impacts to Origin’s reputation, and increased operating costs. – All activities manage environmental and social factors using documented policies, directives and procedures. Outcomes are monitored and reported internally and externally. – At a minimum, the management of environmental and social risks meets regulatory requirements. Where practical, their management extends to the improvement of environmental values and the creation of socio- economic benefits. – Origin engages with communities on the company’s projects and operations to understand, mitigate and report on environmental and social aspects of concern. Cyber security A cyber security incident could lead to a breach of privacy, loss of and/or corruption of commercially sensitive data, or a disruption of critical business processes. This may adversely impact customers and the company’s business activities. – Cyber security is managed through best practice configuration of Origin’s network, hardware, and software environments as well as awareness training for all employees and contractors. – IT systems are subject to regular audits and monitoring to confirm Origin’s cyber security and IT Operations resilience. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3636 RISK CONSEQUENCES MANAGEMENT Oil and gas reserves and resources There is uncertainty about the productivity, and therefore economic viability, of resources and undeveloped reserves. As a result, there is a risk that actual production may vary from that estimated, and in the longer term, that there will be insufficient reserves to supply the full duration and volumes to meet contractual requirements. – Origin employs established industry procedures to identify and consider areas for exploration to mature contingent and prospective resources. – Origin monitors reservoir performance and adjusts development plans accordingly and/or acquires reserves from alternate sources. Conduct Joint venture Australia Pacific LNG reversion Lack of ethical business practices and integrity, and failure to comply with Origin’s Compass may affect Origin’s risk profile, business operations and financial prospects. – Origin’s Purpose, Values and Behaviours guide conduct and decision making in a way that is common across Origin. – Enterprise-wide joint venture governance and management standards are being revised to provide a more consistent approach to managing Origin’s joint ventures. – Origin actively monitors and participates in its joint ventures through participation in their respective boards and committees. – Australia Pacific LNG denies the claim and is defending it. Third party joint venture operators may have economic or other business interests that are inconsistent with Origin’s own and may take actions contrary to the company’s objectives, interests or standards. This may lead to potential financial, reputational and environmental damage in the event of a serious incident. The CSG interests that Australia Pacific LNG acquired from Tri-Star in 2002 are subject to reversionary rights. If triggered, these rights will require Australia Pacific LNG to transfer back to Tri-Star a 45 per cent interest in those CSG interests for no additional consideration. The reversion trigger will occur when the revenue from the sale of petroleum from those CSG interests, plus any other revenue derived from or in connection with those CSG interests, exceeds the aggregate of all expenditure relating to those CSG interests plus interest on that expenditure, royalty payments and the original acquisition price. Approximately 21 per cent of Australia Pacific LNG’s 3P CSG reserves as of 30 June 2017 are subject to these reversionary rights. Tri-Star has commenced proceedings against Australia Pacific LNG claiming that reversion has occurred. If Tri-Star’s claim is not successfully defended, Tri-Star may be entitled to an order that reversion occurred as early as 1 November 2008 and the reserves and resources that are subject to reversion may not be available for Australia Pacific LNG to sell or use. These events may have a material adverse impact on the financial performance of Australia Pacific LNG and, if unmitigated, may significantly affect the amount and timing of cash flows from Australia Pacific LNG to its shareholders, including Origin. PROJECT RISKS Origin undertakes investments in a variety of major projects including gas and oil projects, electricity generation, major transactions, and operational systems. These major projects are exposed to the effectiveness of Origin’s project management and to events outside of Origin’s control, such as weather events or natural disasters, which may result in adverse cost and schedule implications, and, in turn, Origin’s financial prospects. RISK CONSEQUENCES MANAGEMENT Divestment of Origin’s conventional upstream business A dual track IPO/trade sale process is currently underway for Lattice Energy. A failure to complete the divestment or lower than expected divestment proceeds will adversely impact Origin’s debt reduction program. Material adverse changes in the state of equity capital markets and the interest of potential acquirers may impact the ability to successfully divest this business. – A dedicated project team, supported by independent advice, has been established to coordinate the divestment of identified assets at the maximum market value. ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW APPENDIX 1 – NET FINANCING COSTS YEAR ENDED 30 JUNE STATUTORY NET FINANCING COST – TOTAL OPERATION Total interest charged by other parties Impact of discounting on long term provisions Capitalised interest Total interest expense MRCPS interest income Other interest income Statutory Net financing costs Average interest rate1 ITEMS EXCLUDED FROM UNDERLYING NET FINANCING COSTS RELATING TO FUNDING OF APLNG Total interest expense MRCPS interest income Net financing costs relating to funding of APLNG Average interest rate1 UNDERLYING NET FINANCING COST – TOTAL OPERATIONS Total interest charged by other parties (excluding costs associated with funding of APLNG) Total interest charged by other parties (costs associated with funding of APLNG) Impact of discounting on long term provisions Capitalised interest Total interest expense MRCPS interest income (in Underlying) Other interest income Underlying Net financing costs Average interest rate1 3737 2017 $MILLION 2016 $MILLION CHANGE $MILLION (560) (15) 10 (565) 222 2 (341) 6.3% (68) 23 (45) 6.5% (96) (396) (15) 10 (497) 199 2 (296) 6.3% (643) (16) 90 (569) 220 2 (347) 6.5% (400) 162 (238) 6.9% (155) (88) (16) 90 (169) 58 2 (109) 5.9% 83 1 (80) 4 2 – 6 (0.2%) 332 (139) 193 (0.5%) 59 (308) 1 (80) (328) 141 – (187) 0.4% APPENDIX 2 – RECONCILIATION OF ADJUSTED NET DEBT Between 2011 and 2015, Origin raised foreign currency denominated debt in the US and Euro markets. This foreign currency debt was hedged into either AUD or USD using cross currency interest rate swap (CCIRS) derivatives. Accounting standards require the foreign currency debt and the linked CCIRS derivatives to be disclosed in different lines on the Statement of Financial Position (Balance Sheet). Foreign currency debt is translated at the current market spot rate and classified as interest-bearing liabilities, whilst the associated CCIRS derivatives are measured at current market rates (fair value) and are classified as either derivative assets or derivative liabilities on the Statement of Financial Position. It is the combination of the interest-bearing liabilities and the derivative assets or derivative liabilities that reflect the Company’s adjusted net debt position or the quantum of funds the Company is required to repay upon maturity of the debt. As at 30 June 2017, Origin’s interest bearing liabilities on the Statement of Financial Position were $8,515 million. The associated CCIRS was a net derivative asset of $253 million on the Statement of Financial Position. Adjusted Net Debt of $8,111 million decreased $1,020 million compared to the prior period. ISSUE CURRENCY ISSUE NOTIONAL HEDGED CURRENCY HEDGED NOTIONAL AUD $M JUNE 2017 AUD $M JUNE 2017 AUD $M JUNE 2017 AUD debt USD Debt left in USD USD debt swapped to AUD EUR debt swapped to AUD EUR debt swapped to USD NZD debt swapped to AUD Total Cash and cash equivalents Adjusted net debt AUD USD USD EUR EUR NZD 517 850 895 2,700 1,000 141 AUD USD AUD AUD USD AUD 517 850 1,004 3,727 1,372 125 1 Average interest rate calculated using total interest charged by other parties. Interest- bearing liabilities Fair value adjustments on FX hedging transactions 517 1,105 1,166 4,106 1,487 134 8,515 0 0 (162) (378) 298 (10) (253) Adjusted net debt 517 1,105 1,004 3,727 1,784 124 8,262 (151) (8,111) ORIGIN ENERGY PAGE TITLE OPERATING AND FINANCIAL REVIEW 3838 REMUNERATION REPORT ORIGIN ENERGY ANNUAL REPORT 2017 PAGE TITLE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2017 CONTENTS The Remuneration Report for the 12 months ended 30 June 2017 (FY2017, the Period) forms part of the Directors’ Report. Except as otherwise noted it has been prepared in accordance with the Corporations Act 2001 (Cth) (the Act) and in compliance with AASB 124 Related Party Disclosures, and audited as required by section 308(3C) of the Act. The report is divided into the following sections: 1 People covered by the report 2 Remuneration outcomes for FY2017 3 Executive remuneration policy and structure 4 Changes for FY2018 5 Remuneration governance 6 Statutory disclosures 7 Loans and other transactions with Key Management Personnel LETTER FROM THE CHAIRMAN OF THE REMUNERATION AND PEOPLE COMMITTEE On behalf of the Remuneration and People Committee (RPC) and the Board, I am pleased to present the Remuneration Report for the year ended 30 June 2017. During the year there were significant changes to both the management structure of the company and to the composition and scope of the RPC. A new Chief Executive Officer (CEO), Frank Calabria, was appointed following the retirement of Grant King from the role which he held since 2000. The RPC expanded its mandate to cover general people accountabilities for the company. I succeeded Dr Helen Nugent as Chairman, and more recently Teresa Engelhard joined the RPC. The expanded scope of the RPC enables a more direct linkage between the policies governing people and their performance and the company’s overall strategic objectives. The objectives of the executive remuneration framework are to enable the company to attract and retain high-calibre individuals from diverse backgrounds in a competitive market, and to structure rewards such that they align the interests of the executives with our shareholders. The RPC and the Board review the operation and outcomes of the framework to assure its fitness for this purpose in a dynamic business and commercial context. In FY2017, Origin recorded a solid operational performance. While financial returns remain unsatisfactory, the company recorded meaningful progress against its three key priorities of reducing debt, improving returns, and maintaining our leadership in Energy Markets and Integrated Gas. The company’s share price rose by 19.3 per cent over the period, a marked improvement on recent years. In terms of executive performance in FY2017, annual short term incentive (STI) outcomes were generally close to their targets, reflecting the levels of achievement against financial and non- financial targets (as detailed in tables 3 and 9). The fifth successive year of nil vesting and forfeiture of all long-term incentive (LTI) awards demonstrates the direct link between long term company performance and executive remuneration outcomes. To further simplify the current structure and emphasise the importance of share ownership, the Board intends to modify the remuneration structure, beginning in FY2018. Directors have carefully considered the modifications and have taken external advice. The proposed changes are summarised in section 4 of the Remuneration Report. We are confident these changes will strengthen the framework to meet the objectives described above. We have re-ordered and streamlined the content of this report in order to make it clearer, more concise and more informative. Scott Perkins Chairman, Remuneration and People Committee 3939 1 PEOPLE COVERED BY THE REMUNERATION REPORT The Remuneration Report discloses the remuneration arrangements and outcomes for people listed in table 1, who are those individuals who have been determined as Key Management Personnel (KMP) as defined by AASB 124 Related Party Disclosures. Table 1: KMP NAME POSITION AND BOARD COMMITTEES TERM AS KMP IN FY2017 NON-EXECUTIVE DIRECTORS (NEDS) J Akehurst M Brenner G Cairns T Engelhard B Morgan S Perkins S Sargent EXECUTIVE DIRECTOR F Calabria OTHER KMP G Jarvis J Briskin M Schubert G Mallett FORMER KMP H Nugent G King D Baldwin Independent Director Health, Safety and Environment (Chair); Risk; Nomination Independent Director Risk (Chair); Audit; Nomination Full year Full year Independent Chairman Nomination (Chair); Audit; Risk; Remuneration and People; Health, Safety and Environment Full year Independent Director Remuneration and People; Nomination Independent Director Audit (Chair); Risk; Health, Safety & Environment; Nomination Independent Director Remuneration and People (Chair since 3 March 2017); Audit; Risk Independent Director Origin Foundation (Chair); Remuneration and People; Health, Safety and Environment Chief Executive Officer (CEO) Previously CEO Energy Markets (KMP role); appointed CEO 19 October 2016 Executive General Manager, Energy Supply and Operations Appointed KMP 5 December 2016 Executive General Manager, Retail Appointed KMP 5 December 2016 Executive General Manager, Integrated Gas Appointed KMP 1 May 2017 Acting Chief Financial Officer Acting in KMP role Previously Independent Director Resigned 3 March 2017. Remuneration and People (Chair until 3 March 2017) Previously Managing Director Ceased as KMP 19 October 2016 Previously Chief Executive Officer, Integrated Gas Ceased as KMP on 28 April 2017 From 1 May 2017 Full year Full year Full year Full year From 5 December 2016 From 5 December 2016 From 1 May 2017 Full year To 3 March 2017 To 19 October 2016 To 28 April 2017 The term Executive KMP is a reference to the Executive Director plus Other KMP. As announced to the ASX on 14 February 2017, Origin has appointed Lawrie Tremaine as Chief Financial Officer. Mr Tremaine took up his KMP duties with Origin on 10 July 2017 and is not included in this Remuneration Report. Although focused on the remuneration arrangements and outcomes for the KMP listed in table 1, the report also provides a perspective across the broader Executive Leadership Team (ELT). The term ‘senior executives’ in this report is a collective reference to Other KMP plus non-KMP members of the ELT. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 4040 2. REMUNERATION OUTCOMES FOR FY2017 This section summarises remuneration outcomes for FY2017 and provides commentary on their alignment with company outcomes. 2.1 FIVE-YEAR COMPANY PERFORMANCE AND REMUNERATION OUTCOMES Table 2 summarises key financial and non-financial performance for the company from FY2013 to FY2017, grouped and compared with short-term and long-term remuneration outcomes. Table 2: Five-year performance history EARNINGS AND CASH FLOW Revenue $m Revenue $m (without Contact Energy) Statutory profit $m1 Statutory EPS cents1,2 Underlying profit $m Underlying profit $m (without Contact Energy) Underlying EPS cents2 Underlying EPS cents2 (without Contact Energy) Net cash from/(used in) operating and investing activities (NCOIA) STI SCORECARD RESULTS (TABLE 3) STI business scorecard (% of target) STI AWARD OUTCOMES (TABLE 4) CEO3 outcome (% of target) Other KMP4 outcome (% of target) RETURNS Share price2 (closing at 30 June, $) Dividends (cents) Annual TSR (%) 5-year rolling TSR5 (CAGR % pa) Underlying ROCE6 (% pa) LTI OUTCOMES (CEO AND OTHER KMP) LTI vesting % in the year LTI forfeit % in the year 2013 2014 2015 2016 2017 14,747 12,728 378 30.3 760 674 60.8 53.9 127 9.3 33.3 86.0 11.00 50.0 7.4 2.1 na 0 100 14,518 12,363 530 42.1 713 604 56.7 48.0 14,147 11,893 (658) (52.1) 682 603 54.0 47.7 12,174 11,923 (628) (39.8) 365 354 23.2 22.4 14,107 14,107 (2,226) (126.9) 550 550 31.3 31.3 (1,087) (2,081) 1,215 1,378 115.8 119.1 103.7 130.1 93.3 120.8 12.79 50.0 20.6 3.4 na 0 100 59.3 93.0 10.47 50.0 (15.0) 0.1 na 0 100 0.0 79.8 5.75 10.0 (42.0) (14.2) na 0 100 107.7 112.3 6.86 0.0 19.3 (5.0) 6.0 0 100 1 FY2016 statutory profit and statutory EPS have been restated to reflect adjustments relating to note F12 to the financial statements. 2 EPS and share price have been restated for the bonus element of the rights issue completed in October 2015. 3 FY2017 results for F Calabria only, excluding pro-rata zero outcome for the outgoing Managing Director (G King). 4 Excludes CEO and, for FY2017, the outgoing Managing Director (G King). 5 Measured using a three-month volume weighted average price (VWAP) to the commencement and end of period (e.g. for FY2017, to 1 July 2012 and to 30 June 2017) to reflect the methodology for testing for LTI. 6 Reporting for ROCE commenced FY2017. Table 2 shows that overall awarded STI outcomes for the CEO were below target for the four years from FY2013 to FY2016, and were 107.7 per cent of target for FY2017. LTI vesting outcomes were zero (for the CEO and Other KMP) in the five year period ended FY2016, due to sustained stock price underperformance. More recently, the company’s share price performance has been strong, rising 26 per cent since the October 2015 Rights issue and 19.3 per cent for the year ended 30 June 2017. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 4141 2.2 STI AWARDS AND SCORECARD DETAILS FOR FY2017 The framework for the scorecard to assess STI performance is detailed in section 3.9. The CEO’s FY2017 scorecard is made up of 80 per cent business KPIs (of which 60 per cent are financial), and 20 per cent personal KPIs. It is shown in table 3 with weights and outcomes, for both business and personal KPIs. Table 3: CEO scorecard for FY2017 KEY TARGET ACTUAL BUSINESS KPIS (80%) Underlying EPS Net cash from operating and investing activities (NCOIA) Total Recordable Injury Frequency Rate (TRIFR) Serious Actual Consequence Incidence Frequency Rate (SACIFR) Group Engagement Score PERSONAL KPIS (20%) Customer Transformation Stakeholder engagement People and Culture THRESHOLD 33% TARGET 100% STRETCH 167% WEIGHT % SCORE % TARGET RESULT % 29.3c 31.5c 33.7c 37.5 94 35.2 31.3c $994m $1,135m $1,276m 37.5 167 62.5 3.6 1.5 54 3.2 3.2 1.2 57 58 $1,398m 0.4 2.8 0.9 60 8.3 8.3 8.3 100 8.3 167 13.9 122 10.2 Business scorecard result (% target) 130.1 THRESHOLD 33% TARGET 100% STRETCH 167% WEIGHT % SCORE % TARGET RESULT % 25.0 25.0 25.0 25.0 80.0 20.0 117 133 133 100 130.1 120.8 29.2 33.3 33.3 25.0 120.8 104.1 24.1 128.2 Personal Scorecard result (% target) 80% business weights 20% personal weights Scorecard outcome (% of target) Combining the corporate scorecard result with the current CEO’s personal scorecard result yields a final outcome of 128.2 per cent of target (based on his weighting of 80 per cent to business results and 20 per cent to personal results). The CEO’s target and maximum STI opportunities are 110 per cent and 130 per cent of Fixed Remuneration respectively (table 4). Applying the scorecard outcome (128.2 per cent) to this range yields an STI award of 118.5 per cent of Fixed Remuneration2 for the current CEO. For the outgoing Managing Director the STI pro-rata STI award (to October 2016) was zero. For all KMP, 63.3 per cent of the maximum potential STI was awarded (with 36.7 per cent forfeited) for FY2017. 1 2 Results are referenced to target, where the threshold is 33.3 per cent of target, and stretch (maximum) is 166.7 per cent of target. Previously the reference was to the maximum, where the threshold was 20 per cent of maximum, and target was 60 per cent of maximum. The relationships between threshold, target and maximum remain the same. CEO’s outcome as percentage of his FR = 110 + { (130-110) * (128.2-100)/(166.7-100) } = 118.5 per cent. This is equivalent to 107.7 per cent of his STI target opportunity. See also note 6 to table 4. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 4242 2.3 LTI ALLOCATIONS FOR FY2017 LTI awards for FY2017 are listed in table 4. These have generally been at target level, noting that their vesting depends on future achievements against the long-term company performance hurdles (see table 13). From time to time the Board exercises its discretion to adjust the award allocation (as it did in FY2016). It did not find reason to vary from the target level allocations for FY2017. This was especially appropriate given that the ELT was substantially restructured during the period. 2.4 VARIABLE PAY OUTCOMES Table 4 summarises variable pay outcomes (STI and LTI) for Executive KMP for FY2017 and FY2016, segmented into cash and deferred payments. Almost two-thirds (62 per cent) of the award amounts are equity-based and subject to the risk of forfeiture, and they are deferred for periods of up to five years after the end of FY2017. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 4343 2.5 ACTUAL PAY RECEIVED In line with general market practice a (non-AIFRS) presentation of actual pay received is provided in table 5 in addition to the statutory requirements (table 17). This gives shareholders a more informative picture of actual remuneration outcomes. In addition to Fixed Remuneration (FR) and the cash component of STI, actual pay received includes equity that has vested from equity grants made in prior periods, whether from Deferred STI allocations or from LTI allocations. The value of Deferred STI that vests, even though it is not subject to further performance conditions, depends on the company’s share price at the time of vesting. This ensures that the original award is moderated in value by such increases or decreases in share price over the deferral period. With respect to LTI awards table 5 shows no value crystallised in FY2017 (or FY2016) from prior year LTI allocations. This reflects that the company’s performance in recent years has not reached levels at which executives derive any value from the LTI part of their remuneration package. Further, LTI awards which have been previously reported and disclosed as statutory remuneration attributed to the executives, have been forfeited. The amount shown in table 5 in the forfeiture column is the value of the remuneration that was previously attributed to the executive but which was ultimately of no value. Over the past two years, KMP have forfeited just short of $20 million of previously reported statutory remuneration. These observations demonstrate the strong alignment that exists between executive remuneration and long-term company performance. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 44 44 45 45 Table 4: Variable pay (STI and LTI) awarded for the period ($, except where otherwise indicated) NAME FR BASE1 TARGET STI MAXIMUM STI STI AWARD STI AWARD ($) AWARD (% OF TARGET) AWARD2 (% OF MAXIMUM TARGET LTI LTI AWARD LTI AWARD ($)3 AWARD (% OF TARGET) STI + LTI AWARDS STI CASH4 STI DEFERRED5 % OF AWARDS DEFERRED STI % OF FR LTI STI + LTI % OF FR EXECUTIVE DIRECTOR F Calabria6 OTHER EXECUTIVE KMP J Briskin G Jarvis G Mallett M Schubert7 FORMER EXECUTIVE KMP G King K Moses D Baldwin Total 2017 2016 1,700,000 1,086,000 110 78 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 384,750 – 412,680 – 590,000 74,153 108,650 – 760,000 2,500,000 – 1,202,434 951,740 1,150,000 4,907,820 6,012,587 66 – 66 – 45 45 56 – 90 90 – 81 78 78 130 130 110 – 110 – 75 75 92.5 – 150 150 – 135 130 130 118.5 89.7 2,014,500 974,142 76.5 – 79.4 – 60.5 52.5 64.4 – 0 0 – 29.7 78.0 71.3 294,142 – 327,580 – 357,098 38,991 69,949 – 0 0 – 357,103 742,357 820,000 3,805,626 2,190,236 107.7 115.0 115.8 – 120.3 – 134.5 116.8 115.0 – 0.0 0.0 – 36.7 100.0 91.4 91.7 43.8 91.1 69.0 69.5 – 72.2 – 80.7 70.1 69.6 – 0.0 0.0 – 22.0 60.0 54.8 63.3 26.3 110 70 60 – 60 – 40 40 60 – 120 120 – 85 80 80 110 70 1,870,000 760,000 60 – 60 – 40 40 60 – 0 53 – 0 0 83 230,850 – 247,608 – 236,000 29,665 65,190 – 0 – 0 0 760,000 2,649,648 2,899,665 100.0 100.0 100.0 – 100.0 – 100.0 100.0 100.0 – 0 3,884,500 1,734,142 1,007,250 649,428 1,007,250 324,714 524,992 196,095 98,047 – – – 575,188 218,387 109,193 – 593,098 68,656 135,139 – 0 – 238,065 25,994 46,633 – 0 0 – 238,069 742,357 546,667 – 119,033 12,997 23,316 – 0 0 – 119,034 0 273,333 61.4 50.6 6,455,274 5,089,901 2,448,787 1,460,158 1,356,840 730,078 74.1 62.6 62.6 – 62.0 – 59.9 62.1 65.5 – – 100.0 – 33.3 0.0 65.4 62.1 71.3 1,350,000 45.0 1,350,000 – 0 0 – 357,103 742,357 103.7 1,580,000 1 The FR base is the reference Fixed Remuneration (FR) applicable for STI and LTI calculations, generally it represents the FR at 30 June or else a representative value averaged over the relevant year. The FR base excludes acting and temporary allowances that are included in FR more generally. 2 Where the STI award is less than 100 per cent of the maximum, the difference is forfeited. If the Board exercises discretion to award more than the nominal maximum, the amount forfeited is zero. 3 The LTI award allocation is conditional pay that is subject to performance hurdles over four years for PSRs, and five years for Options. These awards may vest (partially or fully) or they may lapse without value in a future period. 4 STI cash represents half of the STI award for the CEO in FY2017, otherwise it represents two-thirds of the STI awarded. The FY2017 STI award for D Baldwin was not subject to deferral. The STI cash is physically paid after the end of the financial year to which it relates, but is allocated to the earning year. The balance of the STI award is STI Deferred. 5 STI Deferred is the difference between the STI award and STI cash (note 4 above). This is the award quantum that is allocated in the form of DSRs. 6 F Calabria’s FY2017 maximum STI is 130 per cent of FR, which is 1.18 times his target of 110 per cent of FR. Prior year, and all other KMP current and prior, have maxima set at 1.67 times target. A consequence of the lower ceiling for the CEO in FY2017 is that the percentage of maximum (91.1 per cent) appears higher relative to other KMP. 7 M Schubert’s FY2017 STI target and maximum opportunity levels at year end were 66 and 110 per cent respectively. The opportunities in the table represent averages for two roles during FY2017. ORIGIN ENERGY PAGE TITLE ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT REMUNERATION REPORT 4646 Table 5: Actual pay received in the period ($) – non-AIFRS NAME EXECUTIVE DIRECTOR F Calabria OTHER EXECUTIVE KMP J Briskin G Jarvis G Mallett M Schubert FORMER EXECUTIVE KMP G King K Moses D Baldwin Total VARIABLE PAY (STI + LTI) RECEIVED FIXED REMUNERATION1 STI CASH2 DEFERRED STI VESTED3 LTI VESTED4 TOTAL REMUNERATION RECEIVED5 EQUITY FORFEITED6 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 1,498,461 1,086,000 1,007,250 649,428 158,714 46,354 339,225 196,095 – – 373,209 218,387 – 849,078 86,733 100,479 – 680,319 2,500,000 – 1,202,434 942,484 1,150,000 – 238,065 25,994 46,633 – 0 0 – 238,069 742,357 546,667 4,783,255 2,448,787 6,025,167 1,460,158 0 – 0 – 48,968 0 0 – 174,793 94,673 – 57,933 162,567 56,394 545,042 255,354 0 0 0 – 0 – 0 0 0 – 0 0 – 0 0 0 0 0 2,664,425 1,781,782 (1,755,705) (1,346,788) 535,320 – 591,596 – 0 – 0 – 1,136,111 (411,555) 112,727 147,112 – 0 0 – 855,112 (6,245,275) 2,594,673 (4,889,809) – – 1,498,436 (1,940,395) 1,847,408 (2,000,352) 1,753,061 (1,403,286) 7,777,084 (10,412,887) 7,740,679 (9,580,278) 1 Fixed Remuneration (FR) represents cash plus superannuation plus salary sacrificed benefits received during the period as KMP. It does not include Contact Energy Board fees that were earned in FY2016 by Former Executive KMP (detailed in table 17). F Calabria’s FR for FY2017 was for the role of CEO Energy Markets for the period 1 July 2016 to 18 October 2016, and for the role of CEO thereafter. G Mallet’s FR includes allowances for acting in the role of CFO. 2 STI cash represents half of the STI award for the CEO in FY2017, otherwise it represents two-thirds of the STI awarded. The FY2017 STI award for D Baldwin was not subject to deferral. The STI cash is physically paid after the end of the financial year to which it relates, but is allocated to the earning year. 3 Deferred STI vested for FY2017 relates to the vesting in October 2016 of the 2 year FY2014 DSR tranche plus the 1 year FY2015 tranche. For FY2016 it relates to the October 2015 vesting of 1 year FY2014 DSR tranches. The vested value is calculated as the number of vested securities multiplied by the closing price of Origin ordinary shares on the day of vesting. 4 LTI vested represents the value of LTI awards from prior years that vested wholly or partially during the year. No LTI awards vested in FY2017 or FY2016. 5 Total remuneration received is the sum of FR plus STI cash, plus the value of Deferred STI and LTI that vested during the Period. 6 The value of equity forfeited relates to previously awarded equity that forfeited during the year (i.e. the relevant grants realised no benefit). The forfeited value represents original value that was attributed to remuneration in the year of the grant. 3 EXECUTIVE REMUNERATION POLICY AND STRUCTURE 3.1 OBJECTIVES There are two principal objectives of the executive remuneration framework. The first is to attract, motivate and retain high-calibre individuals from diverse backgrounds and industries. It achieves this by configuring the remuneration package to be competitive in the broad market, and, contingent on company and personal performance, offers attractive levels of reward in the event of out-performance. The second objective is to align the interests of executives with those of shareholders through executive share ownership that exposes them to company performance in the same way as experienced by shareholders generally. It achieves this by integrating performance benchmarks and equity elements into the structure such that reward levels are modulated to reflect actual performance over time. The most senior executives (those who have the greatest influence on company outcomes) are exposed to proportionately higher levels of at-risk remuneration and higher proportions of equity. The details of the current framework and its structural elements are set out in the following sections. Please refer to section 4 for discussion of changes proposed for FY2018. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 4747 3.2 REMUNERATION COMPONENTS AND BENCHMARKS The company’s executive remuneration falls into two broad categories. The first is Fixed Remuneration (FR) which is the minimum (or base) received for providing the know-how, skills and experience that are required for the role being undertaken. The second is at-risk or variable remuneration received on a contingent basis depending on annual outcomes against defined targets. It is divided into two elements, a short-term incentive (STI) and a long-term incentive (LTI), which depend respectively on annual and long term performance measures. Table 6: Remuneration elements and benchmarks ELEMENT DETAILS Fixed Remuneration (FR) Short term incentive (STI) Long term incentive (LTI) Total Remuneration (TR) (FR+STI+LTI) . FR includes cash salary, employer contributions to superannuation and salary sacrifice benefits. Positions are benchmarked annually with reference to the median of comparable jobs across relevant peer groups (including the Reference Group listed under Performance Conditions in table 11). Benchmarking takes into account the size and complexity of the role, market practice and the know-how, skills and experience that an incumbent requires to be successful in the role. When recruiting externally, the company has regard to wider industry comparisons to secure the best people from a diverse talent pool, rather than one that is limited by industry sector. STI plays a key role in aligning superior outcomes for shareholders with remuneration outcomes for management. The STI award is forfeited if the executive resigns before the end of the financial year to which it relates. Part of the STI award is deferred for up to four years and is forfeited on resignation before vesting. STI therefore plays a role in retention. The STI opportunity level varies according to the executive’s role, the amount of remuneration at-risk increasing with job size and the capacity to influence the overall performance of the business. As at 30 June 2017 the levels were: CEO Other KMP (average) 110 per cent of FR (target) 130 per cent of FR (maximum) 61 per cent of FR (target) 101 per cent of FR (maximum) In each case the minimum is zero. Further details are in sections 3.3 to 3.10. LTI is awarded as conditional equity which vests over four and five years subject to the company achieving performance targets over the vesting period. An executive’s LTI opportunity is determined by the position held and its influence on the long-term performance of the company, calibrated with reference to the market percentile positions relative to the peer group. Subject to satisfactory performance, LTI awards are generally made at the target level to recognise their forward-looking nature and future performance conditions, but the Board may award below target (including to a minimum of zero) or, in exceptional circumstances, above the target level. As at 30 June the target opportunities were: CEO Other KMP (average) LTI creates alignment between executive and shareholder interests. If shareholders do well, the executive does well. Conversely, if shareholders do not do well, neither does the executive. If the executive resigns before the end of the deferral period the award is forfeited. LTI therefore plays a role in retention. Further details are in sections 3.3-3.8 and 3.11. 110 per cent of FR 55 per cent of FR TR is benchmarked against the same reference groups as for FR. It is intended that when STI and LTI are at target outcomes, the TR will reflect the TR at target for the benchmark populations. Additionally, in the event of outperformance an executive has the potential to earn at or above the 75th percentile of the benchmark populations (i.e. into the top quartile) ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 4848 3.3 REMUNERATION RANGE, MIX AND DEFERRAL The possible range of remuneration outcomes and their mix is shown in table 7. It demonstrates that the proportion of packages at risk and delivered as deferred equity increases with seniority of the role. For ‘at target’ or expected outcomes the CEO’s remuneration package is 62 per cent at risk, with 58 per cent delivered as cash and 42 per cent as deferred equity (deferred for up to five years). At maximum outcomes it is 72 per cent at risk and is mostly deferred. For Other KMP, on average, the package ‘at target’ or expected outcomes is 47 per cent at risk with approximately one-quarter delivered in deferred pay, and at maximum outcomes is 61 per cent at risk with more than one-third deferred. Table 7: Remuneration range and mix Fixed Cash STI Deferred STI LTI CEO Other KMP (average) 2,000 1,500 1,000 500 0 8,000 7,000 6,000 5,000 4,000 3,000 2,000 0 0 0 $ 935 935 935 2,210 1,105 1,105 407 231 463 203 139 278 1,000 1,700 1,700 1,700 0 Minimum Expected/Target Maximum Minimum Expected/Target Maximum 703 703 703 COMPONENT 100% Fixed 38% Fixed 28% Fixed 100% Fixed 53% Fixed 39% Fixed 41% STI 21% LTI 36% STI 36% LTI 32% STI 15% LTI 38% STI 23% LTI RISK 100% Fixed 38% Fixed 62% At Risk 28% Fixed 72% At Risk 100% Fixed 53% Fixed 39% Fixed 47% At Risk 61% At Risk DEFERRAL 100% Cash 58% Cash 42% Deferred 46% Cash 54% Deferred 100% Cash 74% Cash 65% Cash 26% Deferred 35% Deferred To enable consistent comparisons the remuneration in table 7 is annualised at the rates applicable on 30 June 2017 (i.e. the data is not pro-rated). LTI is assumed to be wholly allocated in performance rights1, and the following definitions apply: Minimum Expected Maximum Zero STI awarded and zero LTI awarded (or zero LTI vested outcome) ‘At target’ STI awarded and target LTI allocated with a 50% vested outcome Maximum STI awarded and maximum LTI allocated with a 100% vested outcome 1 A maximum value cannot be calculated for Options, because their face value is zero (they are granted with an exercise price equal to the market value). ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 4949 3.4 FRAMEWORK AND TIMELINES The framework and timelines are illustrated in table 8 (see table 14 for changes for FY2018). Table 8: FY2017 framework and timelines GRANT YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Fixed remuneration Prime comparator group ASX similar market cap plus AGL, Oil Search, Santos, Woodside STI earning year 60% financials (EPS, NCOIA) 20% non-financials (safety, engagement) 20% personal LTI Pre-grant service contribution cash award (50% of STI for CEO, 67% for Other KMP) 3 equity awards (50% of STI for CEO, 33% for Other KMP) STI deferral (1/3rd for 2 years) STI deferral (1/3rd for 3 years) STI deferral (1/3rd for 4 years) Performance Share Rights = 50% of LTI award Return on capital employed (ROCE) 4-year performance period Share Options = 50% of LTI award Relative TSR over 5-year performance period equity grant vest conditional vest 3.5 MALUS AND CLAWBACK The STI and LTI arrangements include malus and clawback provisions to enable the company to reduce or clawback awards where it is appropriate to do so. The Board retains discretion to adjust award outcomes, upwards or downwards, where it considers it appropriate to do so, and it may make such adjustments to the STI or LTI element, or to both. Downward variations (malus) can include reducing awards to zero. In previous years the Board exercised discretion to ensure that overall outcomes were aligned to both benchmarks and to the overall circumstances of the company. This included zero STI and LTI allocations for some executives in FY2015 and FY2016. Clawback provisions allow the Board to cancel unvested equity awards or to demand the return of shares or the realised cash value of those shares where the Board determines that the benefit obtained was inappropriate as a result of fraud, dishonesty or breach of employment obligations by the recipient or any employee of the Group. No circumstances during the current or prior reporting periods required the application of clawback provisions. 3.6 NO HEDGING The company’s policy requires that employees cannot trade instruments or other financial products that limit the economic risk of any securities held under any equity-based incentive schemes so long as those holdings are unvested. Non-compliance may result in summary dismissal. 3.7 CHANGE OF CONTROL If a change of control1 occurs prior to the vesting of share rights that are not subject to performance hurdles the Board has discretion to bring forward vesting dates where it considers it appropriate to do so. If a change of control occurs prior to the vesting of Options or share rights that are subject to performance hurdles, provided that the executive has held the relevant instruments for at least 12 months as at the change of control, the Board has discretion to bring forward testing against the performance conditions as at the date of the change of control, and vesting may occur to the extent that the relevant performance conditions have been met. 1 Change of control is defined as a person/entity acquiring more than 50 per cent of the relevant interest in the company pursuant to a takeover bid that has become unconditional, or when a person/entity otherwise acquires more than 50 per cent of a relevant interest in the issued capital of the company. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5050 3.8 CAPITAL REORGANISATION On a capital reorganisation, the number of unvested share rights and/or Options held by participants may be adjusted in a manner determined by the Board to minimise or eliminate any material advantage or disadvantage to the participant. If new awards are granted, they will, unless the Board determines otherwise, be subject to the same terms and conditions as the original awards. 3.9 STI SCORECARD STRUCTURE The STI program operates on an annual financial year scorecard basis consisting of business and personal key performance indicators (KPIs). The KPIs applicable for FY2017 were as set out in table 9.1 Table 9 – FY2017 scorecard structure (see section 4 for changes for FY2018) BUSINESS SCORECARD WEIGHT Financial Safety People Net cash from operating and investing activities (NCOIA); 37.5% Underlying earnings per share (EPS) 37.5% Total recordable injury frequency rate (TRIFR) Serious actual consequence incidence frequency rate (SACIFR) Engagement score 8.3% 8.3% 8.4% 100% Business KPIs are weighted 80% for the CEO, and 75% for Other KMP All division heads are exposed to the company’s financial metrics. Heads of operating divisions are also exposed to their division metrics. PERSONAL SCORECARD Personal KPIs are individually structured to cover the key value-adding priorities for the role in the current year. They may include customer measures, profitability, production metrics, project delivery milestones, safety performance and risk containment, and measures that reflect strategic and people priorities. Personal KPIs are weighted 20% for the CEO and 25% for Other KMP 100% The two financials (NCOIA and EPS) represent 75 per cent of the business scorecard reflecting the importance of earnings per share and cash generation after investment as key drivers of returns to shareholders; while safety and engagement measures represent 25 per cent of the business scorecard and reflect the importance of sustainability and productivity. The scorecard method of assessment facilitates objective evaluation against target performance levels. Each KPI is assessed on a threshold, target and stretch basis. Unless the threshold level is achieved, the award for the KPI is zero. Threshold level performance results in a pay outcome of one-third of the target outcome. Performance at the target level results in an ‘at target’ pay outcome for the KPI. The stretch performance level is set on the basis of significantly exceeding budget and operational targets. Achieving stretch-level KPIs results in a pay outcome equivalent to 1.67 times the target level (i.e. the target represents 60 per cent of the stretch). Between target and threshold, and between threshold and stretch, outcomes are calculated on a proportionate basis. The KPIs and outcomes for Executive KMP are approved by the Board on advice from the RPC. 1 Where the executive changed roles during the year, the scorecard weights will vary on a pro-rata basis. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5151 3.10 STI DEFERRAL All senior executives have a proportion of their STI award deferred on the terms and conditions set out in table 10. The portion of the STI award that is not deferred is paid in cash (less applicable tax and superannuation) approximately three months after the end of the financial year in which it was earned. Table 10: FY2017 details of STI deferral (see section 4 for changes for FY2018) PARAMETER STI DEFERRAL DETAILS Deferred STI award quantum Instrument Service conditions and cessation of employment Deferral periods Allocation Vesting and exercise 50 per cent of the STI award 33.3 per cent of the STI award The proportion of the STI award that is subject to deferral is: CEO Other KMP Deferred STI is awarded in the form of deferred share rights (DSRs).1 A DSR is the right to a fully paid share in the company. There is no cost for the right as it represents the earned benefit from the proportion of STI that has been deferred. DSRs carry no entitlement to dividends or voting rights (future allocations of DSRs at simple face value may have a dividend-adjusted vesting conversion). DSRs will be forfeited if the holder does not remain in ongoing employment with satisfactory service through to the end of the relevant deferral period (see below). Where the executive is unable to meet the service obligation by virtue of death, disability, redundancy, genuine retirement or other exceptional circumstances as approved by the Board, unvested DSRs will vest at cessation of employment, unless the Board determines otherwise. In these circumstances pro-rata awards or grants of DSRs not yet made will be made in cash (deferral proportion set to zero). The DSRs vest in three equal tranches (by number), one-third each after two years, three years and four years respectively. The number of DSRs to be allocated is the Deferred STI amount divided by the face value of a share determined as the volume weighted average price (VWAP) over 30 days to the 30 June preceding grant. This was $7.37 to 30 June 2017, which will be the allocation value for DSRs to be granted in respect of FY2017 STI awards. The Board’s recommendation for the CEO’s Deferred STI equity award is submitted for approval at the first Annual General Meeting (AGM) following the end of the financial year. Once approved, the DSRs are granted shortly thereafter. DSRs vest on meeting the service and personal performance conditions. Exercise of DSRs is automatic on vesting and the exercise price is nil. 1 The Board has discretion to award in alternative forms including cash and deferred cash. Where the deferral amount calculates below a threshold (currently $2,000 as defined in the equity incentive plan rules), the deferral proportion is set to zero. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5252 3.11 LTI PLAN DESCRIPTION Long term incentives are provided in the form of conditional equity that may vest in the future subject to the executive meeting service and performance obligations and the company meeting or exceeding long-term performance targets. The principles, terms and arrangements are summarised in table 11. Table 11: Summary of the FY2017 LTI plan (see section 4 for changes for FY2018) PARAMETER LTI PLAN DETAILS LTI award quantum The LTI award quantum allocated at the end of the year is conditional on satisfactory performance during that year. Subject to that condition the award will generally be at the target levels shown below. However, the Board may determine that the award quantum should be varied from the target value, up or down (including to zero). Target opportunities CEO Other KMP (average FY2017) 110 per cent of FR 53 per cent of FR Instruments Executive KMP have LTIs awarded in two instruments: – Options (half of the LTI award value): Rights to fully paid ordinary shares on payment of an exercise price (outlined below); and Service conditions and cessation of employment Performance conditions (hurdles) – PSRs (half of the LTI award value): Rights to fully paid ordinary shares. There is no cost for the Options or PSRs as they represent allocations to executives as part of their remuneration packages. Options and PSRs carry no voting rights or dividend entitlements. Options and PSRs will ordinarily be forfeited if the holder does not remain in ongoing employment with satisfactory service through to the end of the relevant deferral period (see below). These service conditions are in addition to the company performance hurdles. Where the executive is unable to meet the service obligation by virtue of death, disability, redundancy, genuine retirement or other exceptional circumstances as approved by the Board, unvested Options or PSRs may be held ‘on foot’ subject to specified performance hurdles and other plan conditions being met, or dealt with in an appropriate manner determined by the Board. An executive who holds vested but unexercised instruments at the date of cessation of employment must exercise within 60 days of cessation, otherwise the instruments lapse and are forfeited. Return on capital employed (ROCE) The ROCE hurdle reflects the importance of the level of return and the capital employed to generate that return. It is referenced to statutory EBIT divided by average capital employed (ACE).1 The hurdle has two gates, both of which must be achieved to trigger vesting. The first gate is to achieve or exceed the average ROCE target over four financial years. Each annual target is set by the Board in advance, based on the approved budget for that year and the current strategic plan. The four-year target (and the actual outcome) are measured on the basis of a simple arithmetic average of the four numbers. The second gate is to reach a ROCE level at least equivalent to the company’s pre-tax weighted average cost of capital (WACC) in either of the last two years of the four year performance period. Total shareholder return (TSR) Relative TSR is a measure that represents an assessment of the company’s ability to invest and achieve a return on capital relative to a Reference Group other companies which represent comparable investment choices that investors in the company will have. As with the prior year, the Reference Group for FY2017 was selected on the basis of a ‘ten-up/ten-down’ market capitalisation reference plus AGL, Oil Search, Santos and Woodside (if not already in that group). The Reference Group for an equity grant is determined at the beginning of the performance period. For LTI awards due to be granted in 2017 the Reference Group was set on 1 July 2017 as AGL Energy, AMP, APA Group, Aristocrat Leisure, ASX Limited, Aurizon, Brambles, Cimic Group, Goodman Group, Lendlease, Newcrest Mining, Oil Search, Qantas, Ramsay Health, ResMed, Santos, Sonic Healthcare, South32, Stockland, Sydney Airport, Treasury Wine Estates, Vicinity Centres and Woodside Petroleum. The TSR for Origin and for each company in the Reference Group is measured on the basis of a three-month weighted average prior to the first and last dates of the performance period. Each of the two performance conditions is transparent, robust and capable of being tested objectively. TSR testing for both Origin and the comparator companies is carried out independently. 1 The ROCE numerator is Origin’s earnings before interest and tax (EBIT) and Origin’s share of Australia Pacific LNG (APLNG) EBIT plus the dilution adjustment, with adjustment to remove: – Origin’s share of APLNG interest and tax (which is included in Origin’s reported EBIT); and – Items excluded from underlying earnings in the (decrease)/increase in fair value of financial instruments and LNG items category (the LNG items category ceased once Train 2 commenced operations on 5 November 2016). Gains or losses on disposals and impairments are included unless specifically excluded by the Board. The denominator average capital employed (ACE) is shareholders equity plus Origin debt plus Origin’s share of APLNG project finance less the non-cash fair value uplift in Origin’s investment in APLNG plus net derivative liabilities. The adjustment to ACE reflects the impact of the accounting uplift in the asset base of APLNG of $1.9 billion which was recorded on the creation of the APLNG Joint Venture. This balance was reduced by $1,846 million during FY2017 reflecting Origin’s share of the impairment recorded by APLNG of its non-current assets. The remaining non-cash fair value uplift balance of $30 million will be depreciated in APLNG’s income statement on an ongoing basis and, therefore, a dilution adjustment is made to remove this depreciation. From Origin’s perspective, cash was received for this amount up-front at the time of the creation of the Joint Venture. The non-cash fair value adjustments are disclosed and explained in Note E1.2 in the financial statements. ACE is a simple average of opening and closing capital employed in any one year. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5353 PARAMETER LTI PLAN DETAILS Performance period and testing The performance period and testing arrangements for Executive KMP are shown below: GRANT DATE End August 2017 (except CEO, grant is subject to shareholder approval, October 2017) Options (relative TSR) PSRs (ROCE) BASE DATE (START OF PERFORMANCE PERIOD) END PERFORMANCE PERIOD (TEST DATE) VEST (SUBJECT TO CONTINUING EMPLOYMENT) EXERCISE 1 July 2017 (3 month VWAP) 30 June 2022 (5 years) (3-month VWAP) After release of full year results 2022 1 July 2017 30 June 2021 (4 years) After release of full year results 2021 Up to 10 years after grant date, or 60 days after cessation, whichever occurs first, on payment of exercise price Automatic on vest The part of the prior performance year during which service was rendered to be considered for an award at the end of that year does not count towards the performance period. Options and PSRs that do not vest are forfeited immediately and there is no retesting. Options that vest but are not exercised within the time frames shown above are forfeited. Value The range of values for the LTI instruments is summarised below. INSTRUMENT MINIMUM VALUE EXPECTED VALUE MAXIMUM VALUE Allocation Options Zero The accounting value. The Black Scholes-Monte Carlo process determines an Option value that takes into account the likelihood of meeting the hurdle and the amount by which the future share price may exceed the exercise price. It is not possible to determine the maximum value because the exercise price for the Options is the current market value of the underlying Origin shares. Therefore, the present day value of an Option (market value less the exercise price to pay) is zero. PSRs Zero The probability of vesting is approximately half the maximum value1. The maximum value is the present-day face value based on full vesting. The minimum value will be realised, for example, when service conditions are not met or performance conditions are not met; or, for Options, all conditions are met but the share price is less than exercise price. – The number of PSRs to be allocated is half of the LTI award divided by the face value of a share determined as the VWAP over 30 days to the 30 June preceding grant. This was $7.37 to 30 June 2017, which will be the allocation value for PSRs to be granted in respect of FY2017 LTI awards. – The value of Options to be allocated is also half the value of the LTI award. However, a face value denominator cannot be used to determine the number because the face value is zero (this is because the exercise price for Options is the current market value of the underlying share). Accordingly, the denominator is the long-term expected value of an Option, which is its accounting value. This is calculated independently using a Black-Scholes pricing model with a Monte Carlo simulation. Mercer Consulting has determined this value as at 30 June 2017 to be $2.33 which will be the allocation value for Options to be granted in respect of FY2017 LTI awards. – The exercise price for Options is determined as the VWAP over 30 days to the 30 June preceding grant. This was $7.37 to 30 June 2017, which will be the exercise price for Options to be granted in respect of FY2017 LTI awards. Equity grants to the CEO are subject to shareholder approval. Options to be granted in respect of FY2017 will be the last offered. Vesting Subject to meeting the service conditions, Options and PSRs vest as follows: PERFORMANCE CONDITION (HURDLE) Relative TSR ROCE 50% AWARDS VEST Exceeding 50th percentile ranking among the Reference Group. Achieve two gates; first gate is to meet average ROCE target over 4 years. Second gate to achieve pre-tax WACC in year 3 or year 4. BETWEEN 50–100% OF AWARDS VEST Proportionate vesting on a straight-line basis for ranking outcomes between the 50th and 75th percentiles. Proportionate vesting on a straight-line basis between 50% and 100% vest levels where first gate is met and WACC is exceeded by between zero and two percentage points in year 3 or year 4. 100% OF AWARDS VEST Achieving 75th percentile ranking amongst the Reference Group. First gate met, plus exceed pre-tax WACC by two percentage points or more in year 3 or year 4. Vesting against the two performance conditions is independent, the result of one does not affect the other. Instruments that do not vest on test are forfeited. 1 Where PSRs vest against a market condition (such as TSR) a proxy for the probability of vesting can be determined by dividing the fair value at grant date by the share price at the same date. The historical average over five years for this ratio is 51.4 per cent. The same approach cannot be used where PSRs vest against an internal (non-market) hurdle such as return on capital employed (ROCE). The Board has set the ROCE targets in such a way that, in its judgment, over the long term, executives will realise half of the potential maximum value. In other words the Board has set targets with the intention that over the long-term approximately 50 per cent of awards are likely to vest (and that 100 per cent vesting occurs only when meeting challenging and difficult, but achievable, stretch targets). In both cases therefore the probability of PSRs vesting is estimated to be approximately 50 per cent. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5454 3.12 OTHER EQUITY/SHARE PLANS The company operates a general employee share plan in which all full-time and part-time employees can be awarded up to $1,000 worth of company shares on an annual basis. For FY2017 the award was subject to meeting a safety target, and eligibility required service throughout the year on which the safety target applied. The target was for employees to record and close 40,000 safety observations. The target was surpassed with 56,444 closed observations. Accordingly a $1,000 award was approved by the Board. Shares are purchased on-market during late August for allocation to employees on a restricted basis (the shares cannot be traded until the earlier of cessation of employment or three years). Section 4 highlights that improvements to the Employee Share Plan will be implemented during FY2018. To help preserve shareholder value, retention plans may be used selectively to retain key people. The RPC regularly assesses the risk of the Group losing key people in areas of intense market activity. Typically, they are critical senior executives who manage core activities or have skills that are being actively solicited in the market. The RPC may consider putting in place deferred payment arrangements to reduce the risk of critical loss. Key people may be offered DSRs or deferred cash payments subject to the condition of remaining in ongoing employment with the company through to a nominated date and achieving personal performance targets over that period. Where DSRs are used for this purpose they represent the same equity vehicle described in section 3.10 for deferred STI, but their purpose is for retention and the vesting period will vary according to the specific circumstances. No deferred cash or retention DSRs were provided to KMP during the current or prior period. From time to time it may be necessary to offer DSRs, PSRs or Options, or a combination of those, to replace similar or equivalent equity that an executive forfeits when leaving another employer to take up employment with the company. ‘Sign-on’ equity of this sort, where required, is targeted to the particular circumstances and will have vesting periods matching those circumstances. No sign-on equity was granted to KMP during the current or prior period. Such equity is expected to be granted in 2018, as noted in table 19. 3.13 MINIMUM SHAREHOLDING REQUIREMENT (MSR) FOR SENIOR EXECUTIVES As noted in section 4, the Board is introducing a new Executive Share Ownership Policy that requires the CEO and all senior executives to build and maintain a minimum shareholding in the company. The policy requirement is to meet, within a period of four years, a holding equivalent to two times annual FR for the CEO, and one times annual FR for senior executives. 3.14 REMUNERATION AND CONTRACTUAL DETAILS FOR EXECUTIVE KMP Table 12 sets out the main employment terms and conditions for Executive KMP as at 30 June 2017. Table 12: Executive service agreements and remuneration terms Basis of contract Ongoing (no fixed term) CEO OTHER KMP Ongoing (no fixed term) Notice period 12 months by either party, or shorter notice by agreement. No notice for misconduct or breach of contract Up to six months by either party or shorter notice by agreement. No notice for misconduct or breach of contract Termination benefits for cause Termination benefits for resignation Termination benefits for other than resignation or cause Statutory entitlements only Statutory entitlements only Notice as above or payment in lieu of notice that is not worked; current-year STI forfeited; all unvested equity lapses; statutory entitlements Notice as above or payment in lieu of notice that is not worked; current-year STI forfeited; all unvested equity lapses; statutory entitlements Notice worked (or payment in lieu of any portion not worked); pro rata STI for the period worked (no deferral applicable); all unvested equity lapses unless held ‘on foot’ in accordance with Equity Incentive Plan Rules (in cases of death, disability, genuine retirement or extraordinary circumstance); and statutory entitlements Notice worked (or payment in lieu of any portion not worked); pro rata STI for the period worked (no deferral applicable); all unvested equity lapses unless held ‘on foot’ in accordance with Equity Incentive Plan Rules (in cases of death, disability, bona fide redundancy, genuine retirement or extraordinary circumstance); and statutory entitlements. Payment in accordance with the company’s general redundancy policy of three weeks FR per year of service with a minimum of 18 weeks and a maximum of 74 weeks) Fixed Remuneration (FR) $1,700,000 per annum Up to $724,000 per annum STI opportunity LTI opportunity 0 per cent of FR (minimum) 110 per cent of FR (target) 130 per cent of FR (maximum) Half deferred over two, three and four years 0 per cent of FR (minimum) 110 per cent of FR (target) 130 per cent of FR (maximum) Deferred over four and five years 0 per cent of FR (minimum) 66 per cent of FR (target) 110 per cent of FR (maximum) One-third deferred over two, three and four years 0 per cent of FR (minimum) 60 per cent of FR (target and maximum) Deferred over four and five years ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5555 4. CHANGES FOR FY2018 The Board has tested the effectiveness of the current remuneration framework and identified opportunities to simplify the structure and improve shareholding levels. An integrated package of changes will be implemented for the FY2018 year. These changes and the rationale behind them are summarised in table 13. Table 13 – FY2018 remuneration framework changes FY2018 CHANGE RATIONALE FOR CHANGE 1 2 3 4 5 6 7 8 9 Increase the deferral of STI from one-third to one-half of the STI award, for all senior executives Rebalance STI performance metrics Simplify the STI and LTI vesting schedules Increase executive equity accretion; one standard for all senior executives Part of a new standardised structure for scorecards that broadens operating and financial measures (preserving the 60% weighting and key role for eps and NCOIA), elevates customer measures, and reduces personal bespoke measures Current structure (table 8) is excessively complex and outside market norms. New structure (table 14) reflects the strategic context and the timing of key initiatives for both Energy Markets and for Integrated Gas and achieves deferral objectives by integrating the vesting profile with a holding lock mechanism and new minimum shareholding requirement Discontinue the use of Options in LTI awards Simplify LTI arrangements by using one vehicle (PSRs) that is well understood in the domestic market Allocate all equity awards on the basis of simple face value Adopt one simple standard – face value (a mix of allocation methodologies has applied to recent awards). The discontinuation of Options eliminates the allocation problem of zero face value (market price less exercise price equals zero) Add a share price growth condition to the relative TSR hurdle and adopt ASX-50 as the Reference Group Imposing a share price growth condition prevents vesting where Origin outperforms on returns but its share price falls (e.g. in a falling market). Use of the ASX-50 improves the efficacy of the Reference Group by broadening it. ROCE will continue to be used as a second performance hurdle Introduce a new Minimum Shareholding Requirement (MSR) for executives Increased executive share ownership strengthens shareholder and employee alignment. The new requirement is to build and then hold a minimum equity level1 equivalent to two times FR for the CEO, and one times FR for senior executives, within four years Strengthen the Minimum Shareholding Requirement for NEDs Upgrade the general employee share plan Modify the MSR for NEDs by re-expressing the policy in terms of holding a minimum value of shares equivalent to one times the NED Base Fee, and introduce a new level for the Chairman at twice the NED Base Fee Widen the plan to reduce service eligibility from one year to six months, incorporate salary sacrifice, and introduce matching facilities to encourage greater share ownership across the company 1 For the purposes of the Executive MSR, only fully paid shares and unvested equity that is not subject to performance hurdles may be counted against the requirement. It is assessed at the end of the year against the FR at the beginning of the year. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5656 The new framework is shown schematically in table 14. It illustrates a simpler and more integrated structure when compared with the current framework (table 8). Table 14: FY2018 framework and timelines GRANT YEAR 1 YEAR 2 YEAR 3 YEAR 4 Fixed remuneration ASX-50 and other relevant benchmarks STI earning year 60% financials (including EPS, NCOIA, EBITDA, opex) 20% customer (strategic NPS etc) 20% people (safety, engagement, gender etc) LTI Pre-grant service contribution cash award (50% of STI) equity award (50% of STI) STI deferral (2 years) Performance share rights Half with 3-year ROCE hurdle Half with 3-year relative TSR hurdle plus a share price growth condition Ongoing minimum shareholding requirement 1-year post-vest holding lock No changes to Fixed Remuneration have been made for Executive KMP for FY2018. equity grant vest conditional vest 5. REMUNERATION GOVERNANCE 5.1 ROLE OF THE BOARD AND ITS REMUNERATION AND PEOPLE COMMITTEE The full Board has oversight of Origin’s remuneration arrangements. It is accountable for the remuneration of executives and of NEDs, and the policies and processes governing both. The Remuneration and People Committee (RPC) operates under a Charter published on the company’s website at originenergy.com.au. The RPC, through its chairman, provides advice and makes recommendations to the full Board on remuneration for NEDs and for ELT members, and also for all equity arrangements and grants regardless of level. The RPC has delegated authority to approve remuneration arrangements for Origin people outside these groups. As identified in table 1, the RPC has four members (including its chairman) who are all independent NEDs. The RPC’s Charter requires a minimum of three NEDs. In addition, there is a standing invitation to all Board members to attend the RPC’s meetings. The RPC met formally four times during the Period. 5.2 EXTERNAL ADVISORS The RPC has established protocols for engaging and dealing with external advisors, including those defined as remuneration consultants for the purpose of the Act. The protocols are to ensure independence and the avoidance of conflicts of interest. The protocols require that remuneration advisors are directly engaged by the RPC and act on instruction from its chairman. Reports must be delivered directly to the RPC Chairman. The advisor is prohibited from communication with company management except as authorised by the Chairman, and limited to the provision or validation of factual and policy data. The advisor must furnish a statement confirming the absence of any undue influence from management. During the Period the RPC engaged external advisors to conduct a general policy and framework review, and also received general benchmarking and market trend information from a variety of commercial and industry sources. It did not seek or receive any remuneration recommendations within the definition of the Act. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 5757 5.3 REMUNERATION POLICY AND STRUCTURE FOR NEDS NED remuneration is designed to ensure independence by setting fees that are fixed and not dependent on company results. There are no bonus or incentive-based payments. This ensures that NEDs are able to independently and objectively assess both executive and company performance. Shareholders approve the aggregate cap for overall NED remuneration. The current cap of $2,700,000 was approved at the 2010 AGM. Shareholder approval will be sought at the 2017 AGM for an increase in the aggregate cap to $3,200,000 to provide sufficient flexibility for the appointment of additional directors. In addition to the timespan since the last increase, a decrease in the number of executive directors and an increase in the number of non-executive directors is a relevant factor for this proposed increase. Board and committee fees take into account market rates for similar positions at relevant Australian organisations (those of comparable size and complexity) that fairly reflect the time commitments and responsibilities involved. Per diem fees may also be paid on occasions where approved special work is undertaken outside of the expected commitments. No per diem fees were paid during the Period. The Origin Chairman receives a single fee that is inclusive of committee activities, while other NEDs receive a NED Base Fee and separate fees for their role on specific committees, other than the Nomination Committee, which is considered within the NED Base Fee. All fees include superannuation contributions. Tables 15 and 16 set out the structure and level of NED fees that applied during FY2017. The same fee levels will apply during FY2018. Fees were last increased in FY2013 (fees for the Risk Committee were introduced in FY2016). Table 15: NED fees ($) ROLE Board chairman (including all committee work) NED Base Fee (excluding committee work, table 16) Table 16: Committee fees ($) COMMITTEE Audit Remuneration and People Heath, Safety and Environment Risk Nomination FY2017 AND FY2018 677,000 196,000 FY2017 AND FY2018 CHAIR MEMBER 57,000 29,000 47,000 21,000 42,000 21,000 42,000 21,000 Nil Nil 5.4 MINIMUM SHAREHOLDING REQUIREMENT FOR NEDS To align the interests of the Board and shareholders, NEDs are required to build and then maintain a minimum shareholding in the company. Commencing 1 July 2017 the MSR for NEDs has been increased from 20,000 shares to the equivalent of one times the NED Base Fee (table 15). At the share price on 30 June 2017 this represents an increase to approximately 28,600 shares. A new policy will apply to the Chairman of the Board whose MSR will be twice the NED Base Fee. NEDs are required to reach the requirement within three years of their appointment, or where the requirement has been increased, to meet the increased level within two years of that increase. At the date of this Remuneration Report, all NEDs either met the minimum requirement or were on track to meet it within the required time period. Details on NED shareholdings are included in table 20. A Non-executive Director Share Plan (NEDSP) is in suspension and closed to new entrants. The NEDSP provided for NEDs to sacrifice annual fees toward the acquisition of shares, which were then acquired on market by the Trustee of the plan. The Trustee could transfer shares acquired on behalf of the relevant NED after a period of five years, or on retirement from office, or in case of death. The plan was closed in August 2013 to new entrants or new acquisitions by existing participants. One participant remains in it. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 58 58 59 59 6. STATUTORY DISCLOSURES Table 17: Executive KMP statutory remuneration (A-IFRS) ($, except where otherwise indicated) SHORT-TERM BENEFITS POST-EMPLOYMENT BENEFITS ACCOUNTING VALUE OF LONG-TERM BENEFITS TOTALS EXECUTIVE DIRECTOR F Calabria OTHER EXECUTIVE KMP J Briskin G Jarvis G Mallett7 M Schubert FORMER EXECUTIVE KMP G King4,5,6 K Moses5,7 D Baldwin4,5,6 D Barnes7 TOTAL BASE SALARY 1,471,005 1,046,655 328,035 – 357,798 – 824,046 84,327 97,200 – 673,026 2,478,168 – 1,169,595 926,237 1,118,480 – 89,094 4,677,347 5,986,319 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 CONTACT ENERGY FEES1 – – – – – – – – – – – 22,389 – 14,650 – 14,602 – – 0 51,641 CASH STI2 NON-MONETARY BENEFITS3 SUPERANNUATION DEFERRED STI4 LTI (OPTIONS & PSRs)5 ACCRUED LEAVE CHANGE TERMINATION BENEFITS6 TOTAL REMUNERATION AT RISK (%) SHARE BASED (%) 1,007,250 649,428 196,095 – 218,387 – 238,065 25,994 46,633 – 0 0 – 238,069 742,357 546,667 – – 32,312 33,284 4,375 – 15,236 – 26,282 2,722 1,672 – 21,000 53,597 – 34,367 27,649 32,867 – 29 27,456 27,144 11,190 – 15,411 – 25,032 3,184 3,279 – 7,293 21,832 – 30,030 16,247 19,320 – 4,697 2,448,787 1,460,158 128,526 156,866 105,908 106,207 433,397 254,243 61,343 – 81,009 – 112,805 12,248 30,180 – 20,796 (71,677) – 113,763 142,087 249,188 – 43,000 881,617 600,765 458,546 491,259 35,477 – 73,845 – 131,850 18,390 10,123 – 272,492 1,304,780 – 565,359 507,254 705,161 – 172,697 1,489,587 3,257,646 265,312 27,178 13,903 – 37,868 – 15,000 1,814 1,881 – 15,738 62,515 – 34,320 23,945 160,438 – 1,537 373,647 287,802 – – – – – – – – – – 2,173,077 – – – 746,019 – – – 3,695,278 2,529,191 650,418 – 799,554 – 1,373,080 148,679 190,968 – 3,183,422 3,871,604 – 2,200,153 3,131,795 2,846,723 – 311,054 2,919,096 0 13,024,515 11,907,404 51 55 45 – 47 – 35 38 46 – 9 32 – 42 44 53 – 69 37 45 24 29 15 – 19 – 18 21 21 – 9 32 – 31 21 34 – 69 18 32 1 G King, D Baldwin, and K Moses were the company’s nominees on the Board of Contact Energy, from 1 July to 10 August 2015 on completion of the sale of the company’s interest in Contact Energy. FY2016 fees converted to Australian dollars using an exchange rate of $1.1166 for the period 1 July 2015 to 10 August 2015. 2 STI cash represents one half of the STI award for the CEO in FY2017, otherwise it represents two-thirds of the STI awarded. For Former Executive KMP the STI award may not be subject to deferral. The STI cash is physically paid after the end of the financial year to which it relates, but is allocated to the earning year. The balance of the STI award is STI deferred. 3 Non-monetary benefits include insurance premiums and fringe benefits such as car parking and expenses associated with travel. 4 Deferred STI is that portion of the accounting value of equity granted or to be granted (DSRs) for the current and prior periods attributable to the reporting period. In following reporting periods the accumulated expense is adjusted for the number of instruments then expected to vest. A ‘bring-forward’ of future-period accounting expense may occur where a cessation of employment occurs before the normal vesting date. Such ‘bring-forward’ is an accounting adjustment that does not represent actual remuneration. The table does not include a ‘bring-forward’ accounting expense of $62,807 in relation to the cessation of employment of G King on 28 October 2016. 5 LTI is that portion of the accounting value of LTI equity granted or to be granted (Options and/or PSRs) for the current and prior periods attributable to the reporting period. Where instruments vest against a market condition (such as TSR) the application of accounting rule AASB-2 determines a fair value that takes into account that market condition. This involves assumptions for the volatility of Origin shares and the shares of all other companies in the comparator group, dividend yields, and the risk-free rate (see note F3(a)(i) to the financial statements). In the case of Options it also includes assumptions on the timing of exercise. This fair value, amortised over the service/vesting period is used for expensing purposes. The value is not adjusted for the actual outcome against the market condition. Where instruments vest against a non-market condition (such as ROCE), AASB-2 does not take into account the hurdle. The initial grant date expense is represented by face value less dividends foregone over the vesting period. True-ups then occur each reporting period for the expected vesting outcome, based on reasonable and successive forecasts of the final vesting outcome, lastly with a final true-up when the outcome is known. A ‘bring-forward’ of future-period accounting expense may occur where a cessation of employment occurs before the normal vesting date where prior years’ awards remain on foot at cessation. At cessation, if unvested Options or PSRs remain on foot then any unvested expense is brought forward, but if forfeited, previously booked expense is reversed. Neither treatment has any bearing on what the executive may ultimately forfeit or receive. The applicable treatment may not be known at the end of the reporting period even if a cessation is expected in the near future. At the time of FY2016 reporting, the ‘on-foot/lapse’ position for K Moses cessation was unknown and no accounting adjustments were made or reported. Subsequently, following cessation of employment (which occurred in FY2017 and was not from a KMP role), the actual bring-forward of accounting expense was determined as $716,975 (and was wholly in relation to LTI). At the time of FY2017 reporting, the ‘on-foot/lapse’ position for D Baldwin was unknown and no accounting adjustments have been made. When known, it will be disclosed in the relevant Remuneration Report. In relation to G King (whose cessation was on 28 October 2016), the bring-forward of accounting expense was $2,207,624 in relation to LTI awards (see note 4 for deferred STI awards). These disclosures are made, when known, on the basis of transparency and irrespective of whether the executive remains in a KMP role at the time of cessation of employment. 6 For G King, the termination benefit represents contractual notice payment. As a result of the restructure announced on 18 April 2017, D Baldwin stepped down from his KMP role and is expected to leave the company during FY2018. Although he has not ceased employment at the date of this report, and will not be in a KMP role at the time of cessation, the expected termination payment has been included in the table on the basis that it ultimately relates to his KMP tenure. In both cases payments are pursuant to and within shareholder authorisation obtained by AGM resolution in October 2015. 7 For FY2016 comparatives, pro-rata periods for KMP office are: G Mallett 16 May 2016 to 30 June 2016; K Moses 1 July 2015 to 16 May 2016; and D Barnes 1 July 2015 to 10 August 2015. ORIGIN ENERGY PAGE TITLE ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT REMUNERATION REPORT 6060 Table 18: NED statutory remuneration table ($) (A-IFRS) NON-EXECUTIVE DIRECTORS CASH FEES NON-MONETARY BENEFITS1 SUPERANNUATION TOTAL REMUNERATION J Akehurst M Brenner G Cairns T Engelhard B Morgan S Perkins2 S Sargent FORMER NON-EXECUTIVE DIRECTORS H Nugent R Norris2 Total NED remuneration 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 239,368 239,679 247,368 247,680 657,368 657,680 32,894 – 275,368 275,679 241,694 188,900 218,368 218,679 185,216 273,680 – 56,670 200 180 200 180 12,400 33,406 33 – 200 10,983 18,209 180 200 180 134 180 – 38 19,632 19,320 19,632 19,320 19,632 19,320 3,272 – 19,632 19,320 19,632 16,100 19,632 19,320 13,301 19,320 – 4,830 259,200 259,179 267,200 267,180 689,400 710,406 36,199 – 295,200 305,982 279,535 205,180 238,200 238,179 198,651 293,180 – 61,538 2,097,644 2,158,647 31,576 45,327 134,365 136,850 2,263,585 2,340,824 1 Non-monetary benefits include insurance premiums and fringe benefits. Changes between current and prior year primarily reflect expenses associated with varying travel commitments. 2 For FY2016 comparatives, pro-rata periods for KMP office are: R Norris 1 July 2015 to 16 September 2015; S Perkins 1 September 2015 to 30 June 2016. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 6161 Table 19: Details of, and movements in, rights to equity Rights to equity in the company (Options, PSRs and DSRs) are granted to Executive KMP only, no NEDs hold rights to equity. This table covers holdings and movements for rights held by Executive KMP (directly, indirectly or beneficially including related parties) over the Period (or KMP portion of the Period), including grants, transactions and forfeits, by value and by number. Details of the terms and vesting and exercise conditions attaching to the rights are set out in tables 19 and 21. The company expects to make equity awards to its new CFO (L Tremaine) in late August or early September 2017 as an offset to equity forfeited from his prior employment and as a direct consequence of accepting employment with the company. As at the date of this Report the arrangements were not finalised. The allocation will be disclosed in the 2018 Remuneration Report. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 62 62 63 63 Table 19: Details of, and movements in, rights to equity TYPE HELD AT START1 GRANT DATE NUMBER GRANTED EXECUTIVE DIRECTOR RIGHTS GRANTED FAIR VALUE2,3 ($) VALUE ($) EXERCISE PRICE ($) VEST DATE4 EXPIRY DATE5 F Calabria Options PSRs DSRs 1,409,891 148,552 77,295 30 Aug 2016 30 Aug 2016 30 Aug 2016 231,707 67,019 59,001 1.37 4.95 5.10 317,439 331,744 300,905 5.67 – – 23 Aug 2021 24 Aug 2020 2018 to 2020 28 Aug 2026 Vest date Vest date OTHER EXECUTIVE KMP J Briskin G Jarvis G Mallett M Schubert FORMER KMP G King D Baldwin Options PSRs DSRs Options PSRs DSRs Options PSRs DSRs Options PSRs DSRs Options PSRs DSRs Options PSRs DSRs 17,769 60,733 25,163 229,982 54,319 42,679 263,663 56,820 28,585 153,641 45,652 52,578 – – – – – – 0 0 0 0 0 0 30 Aug 2016 30 Aug 2016 30 Aug 2016 71,951 20,811 19,748 – – – 0 0 0 3,018,530 307,838 31,984 1,632,647 202,324 77,714 19 Oct 2016 19 Oct 2016 – 30 Aug 2016 30 Aug 2016 30 Aug 2016 450,000 129,558 – 231,707 67,019 49,665 – – – – – – 1.37 4.95 5.23 – – – 1.76 5.32 – 1.37 4.95 5.10 0 0 0 0 0 0 – – – – – – – – – – – – – – – – – – 98,573 103,014 103,296 5.67 – – 23 Aug 2021 24 Aug 2020 2018 to 2020 28 Aug 2026 Vest date Vest date 0 0 0 – – – – – – – – – 792,000 689,249 – 317,439 331,744 253,292 5.21 – – 5.67 – – 23 Aug 2021 24 Aug 2020 – 23 Aug 2021 24 Aug 2020 2018 to 2020 28 Aug 2026 Vest date – 28 Aug 2026 Vest date Vest date 1 The number of instruments that are held at the start/end of the Period, or, where the holder is KMP for part-year only, on the relevant start/end dates of holding KMP office. 2 Accounting expense value at grant date (Black-Scholes Monte Carlo for Relative TSR performance conditions; discounted cash flow for DSRs) or as estimated at first reporting period (ROCE non-market hurdle). 3 For DSRs this is the weighted average fair value for the three tranches vesting respectively in 2018, 2019 and 2020. 4 Vest dates are the scheduled test dates. Where identified as 2018 to 2020, the vesting is tranched into three parcels (equal in number) vesting on 20 August 2018, 26 August 2019 and 24 August 2020. 5 The expiry date is the same as the vesting date where the terms of the grant apply automatic exercise on vesting. Where there is no automatic exercise on vesting, the expiry date is the last possible expiry. Rights may expire earlier, for example if the rights fail to vest on test, they will lapse and expire on the vesting date. RIGHTS VESTED RIGHTS EXERCISED 0 0 28,375 0 0 28,375 0 0 0 0 0 0 0 0 8,823 0 0 0 0 0 31,984 0 0 29,080 0 0 0 0 0 0 0 0 8,823 0 0 0 0 0 31,984 0 0 29,080 VALUE AT EXERCISE6 ($) 0 0 158,714 0 0 0 0 0 0 0 0 48,968 0 0 0 0 0 174,793 0 0 162,567 RIGHTS FORFEITED7 VALUE8 ($) VESTED EXERCISABLE AT END HELD AT END1 545,552 70,542 0 1,068,822 686,883 0 0 0 0 0 0 0 103,344 23,196 0 0 0 0 2,021,610 234,128 0 493,495 111,102 0 0 0 0 0 0 0 200,266 211,289 0 0 0 0 3,934,487 2,310,788 0 981,327 1,019,025 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,096,046 145,029 107,921 17,769 60,733 25,163 229,982 54,319 42,679 232,270 54,435 39,510 153,641 45,652 52,578 1,446,920 203,268 0 1,370,859 158,241 98,299 6 The value of rights exercised is calculated as the closing market price of the company’s shares on the Australian Securities Exchange (ASX) on the date of exercise, after deducting any exercise price. The exercise price for PSRs and DSRs is nil. 7 Forfeited Options were granted in October 2011 and October 2012. Forfeited PSRs were granted in October 2011 and October 2013. 8 The value of equity or rights forfeited represents prior year Origin equity allocations that were forfeited during the year (i.e. the relevant grants realised no benefit and lapsed without value). The forfeited value represents the grant date value that was disclosed and attributed to remuneration at the time of the grant. ORIGIN ENERGY PAGE TITLE ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT REMUNERATION REPORT 6464 Table 20: Details of, and movements in, ordinary shares of the company Holdings and movements for ordinary shares held by KMP (directly, indirectly or beneficially including related parties) over the Period. HELD AT START1 ACQUIRED2 RECEIVED ON EXERCISE OF OPTIONS/PSRS3 RECEIVED ON EXERCISE OF DSRS3 DISPOSED4 POSITION RELATIVE TO SHAREHOLDING REQUIREMENT6 HELD AT END1,5 NON-EXECUTIVE DIRECTORS7 J Akehurst M Brenner G Cairns T Engelhard B Morgan S Perkins S Sargent 71,200 22,117 163,660 0 47,143 30,000 31,429 EXECUTIVE DIRECTOR F Calabria 134,974 OTHER EXECUTIVE KMP J Briskin G Jarvis G Mallett M Schubert FORMER KMP H Nugent G King D Baldwin 15,302 14,319 34,278 28,138 61,026 1,601,657 12,161 0 0 0 0 0 0 0 181 – – 181 – 0 0 181 Met On track Met On track Met Met Met – – – – – – – – – – – – – – – – – – – – – – 28,375 – – 8,823 – – 31,984 29,080 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 71,200 22,117 163,660 0 47,143 30,000 31,429 163,530 15,302 14,319 43,282 28,138 61,026 1,633,641 41,422 1 The number of instruments that are held at the start/end of the Period, or, where the holder is KMP for part-year only, on the relevant start/end dates of holding KMP office. 2 Purchases and transfers in. For Other Executive KMP this includes allotments of fully-paid ordinary shares granted under the general Employee Share Plan (ESP). In the case of F Calabria, the ESP shares were allotted to him on 26 August 2016 prior to his appointment as an Executive Director. 3 After vesting and after payment of the exercise price (the exercise price for PSRs and for DSRs is nil). 4 Sales and transfers out. 5 Other than options and rights disclosed elsewhere in this Report, no other equity instruments including shares in the company were granted to KMP during the period. 6 For NEDs the minimum shareholding requirement is set out in section 5.4. Although the new policy is applicable from 1 July 2017, for informative purposes the test applied here is against the new policy using the closing share price of $6.86 on 30 June 2017. 7 NEDs are not issued shares under any incentive or equity plans. Their purchases of shares on-market, or pursuant to the company’s dividend reinvestment plan or the August 2015 Entitlement Offer. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 6565 Table 21: Details of equity granted The table below lists all unissued shares potentially arising from equity-based incentive grants current at 30 June 2017 held by current or former employees (including Executive Directors and Executive KMP). Equity-based incentives are not granted to NEDs. No terms of equity-settled share-based transactions have been altered or modified subsequent to grant. Equity grants that failed to meet their performance hurdles on their final test dates prior to 30 June 2017 have all been lapsed. GRANTED OPTIONS 14 October 2013 22 October 2014 22 October 2015 30 August 2016 19 October 2016 PERFORMANCE SHARE RIGHTS 22 October 2014 22 October 2015 30 August 2016 19 October 2016 DEFERRED SHARE RIGHTS 14 October 2013 22 October 2014 22 October 2015 22 October 2015 22 October 2015 7 December 2015 7 December 2015 7 December 2015 7 December 2015 30 August 2016 30 August 2016 30 August 2016 30 August 2016 NUMBER OUTSTANDING EXERCISE PRICE LAST POSSIBLE EXPIRY1 2,625,749 2,148,904 2,945,660 1,715,801 450,000 473,828 1,398,651 1,484,320 129,558 4,240 27,702 603 2,289,152 57,300 24,288 13,830 19,152 10,068 12,346 2,864,366 55,805 55,805 $13.97 $15.65 $6.78 $5.67 $5.21 – – – – – – – – – – – – – – – – – 14 October 2020 22 October 2021 21 October 2025 28 August 2026 28 August 2026 22 October 2018 21 October 2019 24 August 2020 24 August 2020 14 October 2017 23 October 2017 14 October 2017 23 October 2017 22 October 2018 23 October 2017 22 October 2018 15 January 2018 15 January 2019 21 August 2017 20 August 2018 26 August 2019 24 August 2020 1 The expiry date is the same as the vesting date where the terms of the grant apply automatic exercise on vesting. Where there is no automatic exercise on vesting, the expiry date is the last possible expiry. Rights may expire earlier, for example if the rights fail to vest on test, they will lapse and expire on the vesting date. ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT 6666 7. LOANS AND OTHER TRANSACTIONS WITH KMP There were no loans with KMP during the year. 7.1 OTHER TRANSACTIONS WITH THE CONSOLIDATED ENTITY OR ITS CONTROLLED ENTITIES Transactions entered into during the year with KMP which are within normal employee, customer or supplier relationships on terms and conditions no more favourable than dealings in the same circumstances on an arm’s length basis include: – the receipt of dividends from Origin Energy Limited; – participation in the Employee Share Plan, Equity Incentive Plan and NED Share Plan; – participation in the August 2016 rights issue as a shareholder; – terms and conditions of employment or directorship appointment; – reimbursement of expenses incurred in the normal course of employment; – purchases of goods and services; and – receipt of interest on Retail Notes Certain directors of Origin Energy Limited are also directors of other companies which supply Origin Energy Limited with goods and services or acquire goods or services from Origin Energy Limited. Those transactions are approved by management within delegated limits of authority and the directors do not participate in the decisions to enter into such transactions. If the decision to enter into those transactions should require approval of the Board, the director concerned will not vote upon that decision nor take part in its consideration. Signed in accordance with a resolution of Directors Gordon Cairns, Chairman Sydney, 16 August 2017 ORIGIN ENERGY PAGE TITLE REMUNERATION REPORT LEAD AUDITOR’S INDEPENDENCE DECLARATION 6767 LEAD AUDITOR’S INDEPENDENCE DECLARATION ORIGIN ENERGY PAGE TITLE 6868 BOARD OF DIRECTORS BOARD OF DIRECTORS GORDON CAIRNS INDEPENDENT NON-EXECUTIVE CHAIRMAN MAXINE BRENNER INDEPENDENT NON-EXECUTIVE DIRECTOR Gordon Cairns joined the Board in June 2007 and became Chairman in October 2013. He is Chairman of the Nomination Committee and a member of the Risk, Remuneration and People, Audit and Health, Safety and Environment committees. He has extensive Australian and international experience as a senior executive, as Chief Executive Officer of Lion Nathan Ltd, and has held senior management positions in marketing, operations and finance with PepsiCo, Cadbury Ltd and Nestlé. Gordon is Chairman of Woolworths Ltd (since September 2015), a Director of Macquarie Group Limited (since November 2014), Macquarie Bank Limited (since November 2014) and Non- executive Director of World Education Australia (since November 2007). He was previously Chairman of the Origin Foundation, David Jones Ltd (March 2014 – August 2014), Rebel Group (2010-2012), Director of The Centre for Independent Studies (May 2006 – August 2011), Director of Quick Service Restaurant Group (October 2011 – May 2017) and Director of Westpac Banking Corporation (July 2004 – December 2013). He also was a senior advisor to McKinsey & Company. Gordon holds a Master of Arts (Honours) from the University of Edinburgh. JOHN AKEHURST INDEPENDENT NON-EXECUTIVE DIRECTOR John Akehurst joined the Board in April 2009. He is Chairman of the Health, Safety and Environment Committee and a member of the Nomination and Risk committees. His executive career was in the upstream oil and gas and LNG industries, initially with Royal Dutch Shell and then as Chief Executive of Woodside Petroleum Ltd. John is currently a member of the Board of the Reserve Bank of Australia (since September 2007) and Chairman of Transform Exploration Pty Ltd. He is Chairman of the National Centre for Asbestos Related Diseases and of the Fortitude Foundation, a former Chairman of Alinta Limited (January 2007–September 2007), and Coogee Resources Ltd (2008–2012), and a former Director of CSL Limited (April 2004–October 2016), Oil Search Limited (1998-2003), Securency Ltd (2008–2012), Murdoch Film Studios Pty Ltd and the University of Western Australia Business School. John holds a Masters in Engineering Science from Oxford University and is a Fellow of the Institution of Mechanical Engineers. Maxine Brenner joined the Board in November 2013. She is Chairman of the Risk Committee and a member of the Audit and Nomination committees. Maxine is a Non-executive Director of Orica Ltd (since April 2013) and Qantas Airways Ltd (since August 2013). She is also an Independent Director and Chairman of the Audit and Risk Committee for Growthpoint Properties Australia and a member of the University of NSW Council. Maxine was formerly a Managing Director of Investment Banking at Investec Bank (Australia) Ltd. Prior to Investec, Maxine was a Lecturer in Law at the University of NSW and a lawyer at Freehills, specialising in corporate law. Her former directorships include Treasury Corporation of NSW, Bulmer Australia Ltd, Neverfail Springwater Ltd (1993–2003) and Federal Airports Corporation, where she was Deputy Chair. In addition, Maxine has served as a Council Member of the State Library of NSW and as a member of the Takeovers Panel. Maxine holds a Bachelor of Arts and a Bachelor of Laws. FRANK CALABRIA CHIEF EXECUTIVE OFFICER & MANAGING DIRECTOR Frank Calabria was appointed Chief Executive Officer and Managing Director in October 2016. Frank is a member of the Health, Safety and Environment Committee. Frank first joined Origin as Chief Financial Officer in November 2001 and was appointed Chief Executive Officer, Energy Markets in March 2009. In that latter role, Frank was responsible for the integrated business within Australia including retailing and trading of natural gas, electricity and LPG, power generation and solar and energy services. Frank is Chairman of the Australian Energy Council (AEC) and a director of the Australian Petroleum Production & Exploration Association (APPEA). He is a former director of the Australian Energy Market Operator (AEMO). Frank has a Bachelor of Economics from Macquarie University and a Master of Business Administration (Executive) from the Australian Graduate School of Management. Frank is also a Fellow of Chartered Accountants Australia and New Zealand and a Fellow of the Financial Services Institute of Australasia. ORIGIN ENERGY PAGE TITLE BOARD OF DIRECTORS 6969 TERESA ENGELHARD INDEPENDENT NON-EXECUTIVE DIRECTOR SCOTT PERKINS INDEPENDENT NON-EXECUTIVE DIRECTOR Teresa Engelhard joined the Board of the Company in May 2017. She is a member of the Remuneration and People Committee. Teresa has more than 20 years’ experience in the information, communication, technology and energy sectors as a senior executive and venture capitalist. Teresa is a Non-executive Director of RedBubble Limited (since July 2011), Planet Innovation Ltd (since April 2016), StartupAUS (since March 2016), Redkite (since February 2017) and a member of Innovation and Science Australia’s Entrepreneurs’ Programme Committee (since May 2015). Teresa started her career at McKinsey & Company in California, and spent a decade in Silicon Valley as a venture capitalist and executive before moving to Australia in 2006. More recently, she has focused on energy sector innovation as a venture investor and board member. Teresa’s past directorships include Daintree Networks, Redfern Integrated Optics and Zen Ecosystems. Teresa holds a Bachelor of Science (Hons) degree from the California Institute of Technology (Caltech), an MBA from Stanford University and is a graduate of the Australian Institute of Company Directors. Scott Perkins joined the Board in September 2015. He is Chairman of the Remuneration and People Committee and a member of the Audit, Risk and Nomination committees. Scott is a Non-executive Director of Woolworths Limited (since September 2014) and Brambles Limited (since May 2015). He is Chairman of Sweet Louise (since 2005), a Director of the Museum of Contemporary Art in Sydney (since 2011) and the New Zealand Initiative (since 2012). Scott was previously a Non- executive Director of Meridian Energy (1999–2002). Scott has extensive Australian and international experience as a leading corporate adviser. He was formerly Head of Corporate Finance for Deutsche Bank Australia and New Zealand and a member of the Executive Committee with overall responsibility for the Bank’s activities in this region. Prior to that he was Chief Executive Officer of Deutsche Bank New Zealand and Deputy CEO of Bankers Trust New Zealand. He has a longstanding commitment to breast cancer causes, the visual arts and public policy development. Scott holds a Bachelor of Commerce and a Bachelor of Laws (Hons) from Auckland University. BRUCE MORGAN INDEPENDENT NON-EXECUTIVE DIRECTOR STEVE SARGENT INDEPENDENT NON-EXECUTIVE DIRECTOR Bruce Morgan joined the Board in November 2012. He is Chairman of the Audit Committee and a member of the Health, Safety and Environment, Nomination and Risk committees. He is Chairman of Sydney Water Corporation (since October 2013), a Director of Caltex Australia Ltd (since June 2013), Chairman of Redkite (since April 2015), a Director of the University of NSW Foundation and the European Australian Business Council. Bruce has a Bachelor of Commerce (Accounting and Finance) from the University of NSW. Bruce served as Chairman of the Board of PricewaterhouseCoopers (PwC) Australia between 2005 and 2012. In 2009, he was elected as a member of the PwC International Board, serving a four year term. He was previously Managing Partner of PwC’s Sydney and Brisbane offices. An audit partner of the firm for over 25 years, he was focused on the financial services and energy and mining sectors leading some of the firm’s most significant clients in Australia and internationally. He is a Fellow of Chartered Accountants Australia and New Zealand and of the Australian Institute of Company Directors. Steve Sargent joined the Board in May 2015. He is Chairman of the Origin Foundation and a member of the Health, Safety and Environment and Remuneration and People committees. Steve is Chairman of OFX Group Ltd (since November 2016). He is a Non-executive Director of Nanosonics Ltd (since July 2016) and the Great Barrier Reef Foundation (since March 2015). Over recent years Steven has been a Non-executive Director of Veda Group Limited (2015–2016) and Bond University Ltd (2010–2016). Steve was also a member of the Australian Treasurer’s Financial Sector Advisory Council, President of the American Chamber of Commerce and a Director on the Board of the Business Council of Australia. Steve’s most recent executive role was President and Chief Executive Officer of GE Mining, GE’s global mining technology and services business. He joined GE Capital in 1993 and held a number of global leadership positions with the company, spanning the US, Europe and Asia. He was a member of the Australian B20 Leadership Group and Coordinating Chair of the B20 Human Capital Taskforce. Steve holds a Bachelor of Business from Charles Sturt University in New South Wales and is a Fellow with the Australian Institute of Company Directors and Fellow with the Australian Academy of Technological Sciences and Engineering. ORIGIN ENERGY PAGE TITLE 7070 EXECUTIVE MANAGEMENT TEAM EXECUTIVE MANAGEMENT TEAM JON BRISKIN EXECUTIVE GENERAL MANAGER, RETAIL TONY LUCAS EXECUTIVE GENERAL MANAGER, FUTURE ENERGY AND BUSINESS DEVELOPMENT Jon Briskin joined Origin in 2010 and was appointed General Manager, Retail in May 2016. Jon leads the teams responsible for energy sales, marketing, product development and service experience for Origin’s residential and SME customers. Jon has held various roles at Origin, leading customer operations, service transformation and customer experience. Prior to Origin Jon worked as a management consultant across financial services, energy, technology and government sectors. Jon holds a Bachelor of Commerce (Accounting and Finance) from Monash University. Tony Lucas joined Origin as Risk Analysis Manager in 2002 and was appointed as General Manager, Energy Risk Management in February 2011. Tony leads the team responsible for Strategy and Risk for Energy Markets. He will also ensure that Origin is uniquely positioned to lead the transition into a low carbon, technology- enabled world where customers are empowered with greater choice by investing in, incubating and deploying the best future energy solutions. Originally from New Zealand, Tony began his career in the banking industry before moving to London where he worked for Lehman Brothers. He moved to Australia in 1997 and worked with Bankers Trust and Integral Energy. Tony has an NZ Diploma in Business Studies and Master of Applied Finance. ANDREW CLARKE GROUP GENERAL COUNSEL AND COMPANY SECRETARY Andrew Clarke joined Origin in May 2009 and is responsible for the company secretarial and legal functions. He was a partner of a national law firm for 15 years and was Managing Director of a global investment bank for more than two years prior to joining Origin. Andrew has a Bachelor of Laws (Hons) and a Bachelor of Economics from Sydney University and is a member of the Australian Institute of Company Directors. GREG JARVIS EXECUTIVE GENERAL MANAGER, ENERGY SUPPLY AND OPERATIONS. Greg Jarvis joined Origin in 2002 as Electricity Trading Manager and was appointed General Manager, Wholesale, Trading and Business Sales in February 2011. Greg is responsible for Wholesale, Trading, Business Energy, Solar, Generation and LPG. Holding 19 years' experience in the financial market industry, with 14 years' experience in energy markets, Greg began his career in the banking industry in Australia before moving overseas to work. He has a Masters in Applied Finance and a Bachelor of Business. CARL McCAMISH EXECUTIVE GENERAL MANAGER, TECHNOLOGY, RISK, HSE, AND TRANSFORMATION Carl McCamish joined Origin in March 2008 and is responsible for Information Technology, Company transformation and risk. Carl was previously Executive General Manager Corporate Development and subsequently Executive General Manager Corporate Affairs, and more recently Executive General Manager, People & Culture. Before joining Origin, Carl was head of strategic development at the private equity firm, Terra Firma. He was previously Senior Energy Advisor in the United Kingdom Prime Minister's Strategy Unit. Before that he worked at McKinsey & Company management consultants. Carl has a Bachelor of Arts and Laws from the University of Melbourne and a Masters in Industrial Relations and Labour Economics from Oxford University where he was a Rhodes Scholar. ORIGIN ENERGY PAGE TITLE EXECUTIVE MANAGEMENT TEAM 7171 SHARON RIDGWAY EXECUTIVE GENERAL MANAGER, PEOPLE AND CULTURE LAWRIE TREMAINE CHIEF FINANCIAL OFFICER Sharon Ridgway joined Origin in 2009 and is responsible for People and Culture, internal communications and The Origin Foundation. Sharon was appointed in 2012 as the Head of P&C for the LNG business unit before being appointed as the General Manager P&C for Energy Markets in 2015. Sharon's team provides strategic support to the business in key areas such as engagement, diversity, talent management, communications and culture change. Originally from the UK, Sharon spent most of her early career with the Dixons Group, a large European electrical retailer. There she held a number of operational roles before being appointed as the Head of HR and subsequently the Head of European Recruitment. Sharon holds a Bachelor of Business Administration and a Postgraduate Diploma in HR Management. MARK SCHUBERT EXECUTIVE GENERAL MANAGER, INTEGRATED GAS Lawrie Tremaine joined Origin in July 2017 and holds the position of Chief Financial Officer. Lawrie leads the teams responsible for all finance activities, corporate strategy, corporate development, and investor relations. Lawrie has over 30 years’ experience in financial leadership, predominantly in the resource, oil and gas and minerals processing industries. Prior to joining Origin, Lawrie spent 10 years at Woodside Petroleum, where he held a number of senior positions, including Chief Financial Officer for more than 6 years. Before joining Woodside Lawrie worked at Alcoa for 17 years culminating in 5 years in Tokyo and Beijing as Vice President Finance, Alcoa Asia Pacific. Lawrie has extensive experience in capital markets, managing corporate finances and leading change. Lawrie has a Bachelor of Business from Chisholm Institute (now Monash University) and is a Fellow of CPA Australia. Mark Schubert joined Origin in April 2015 and was appointed Executive General Manager, IG, in April, 2017. He is responsible for Origin’s Integrated Gas business, which manages the Company’s portfolio of natural gas and LNG interests across Australia, New Zealand and internationally. Integrated Gas includes Origin's interests in Australia Pacific LNG, as operator of the upstream and pipeline components of the joint venture and as gas marketing agent. Mark’s prior Origin role was General Manager, Commercial where he was responsible for strategy, business performance, exploration and new resources, gas marketing, LNG portfolio management, joint ventures and our non-operated interests. Mark also held a number of senior positions during his 18 year career with Shell. Most recently Mark served as General Manager Production where he had direct accountability for developing Prelude FLNG - the world's first floating LNG facility. Mark’s other roles in Shell included General Manager Geelong Refinery and General Manager Oceania Supply & Marine. Mark holds a Masters of Finance and Financial Law from the University of London and a Bachelor of Engineering (Chemical) from the University of Sydney. ORIGIN ENERGY PAGE TITLE 7272 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2017 7373 Origin is committed to the creation of shareholder value and meeting the expectations of stakeholders to practice sound corporate governance. Origin aspires to the highest standards of integrity, personal safety and environmental performance. To achieve this, every employee and contractor is required to act in accordance with Origin’s governance and business conduct standards across its operations in Australia and internationally. COMPLIANCE WITH THE ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS (ASX PRINCIPLES) This statement has been approved by the Board and summarises the Company’s governance practices which were in place throughout the financial year ended 30 June 2017. During the financial year and to the date of this Report, Origin has complied with all of the ASX Principles. PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT The Board’s roles and responsibilities are formalised in a Board Charter, which is available on the Company’s website. The Charter sets out those functions that are delegated to management and those that are reserved for the Board. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. Before a Director is appointed, Origin undertakes appropriate evaluations. These include independent checks of a candidate’s character, experience, education, criminal record, bankruptcy history, and any other factors which would affect the Company’s or the individual’s reputation. Where a candidate is standing for election or re-election as Director, the notice of meeting will set out information on the candidate including biographical details, qualifications and experience, independence status, outside interests and the recommendation of the rest of the Board on the resolution. At the time of joining Origin, Directors and senior executives are provided with letters of appointment, together with key Company documents and information, setting out their term of office, duties, rights and responsibilities, and entitlements on termination. The performance of all key executives, including the Chief Executive Officer (CEO), is reviewed annually against: – a set of personal financial and non-financial goals; – Company and Business-Unit specific goals; and – adherence to the Company’s Compass, which reflects the role that Origin’s Purpose, Principles, Values and Commitments play in everyday decision making. The Remuneration and People Committee and the Board consider the performance of the Chief Executive Officer and all members of the Executive Leadership Team (ELT) when deciding whether to award performance-related remuneration through short-term and long-term incentives for the year completed and when assessing fixed remuneration for future periods. Further information on the outcomes of the FY2017 assessment of executive remuneration is set out in the Remuneration Report. Each year, the Directors review the performance of the whole Board, Board committees and individual Directors. This year, a full review was undertaken with assistance from an independent external consultant, covering individual Director performance, the Board and Committees’ activities and work program, time commitments, meeting efficiency and Board contribution to Company strategy, monitoring, compliance and governance. The results of the review were discussed by the whole Board, and initiatives to improve or enhance Board performance and effectiveness were considered and recommended. ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 7474 DIVERSITY Origin’s Diversity and Inclusion Policy applies to all aspects of employment including recruitment, selection, promotion, training, remuneration benefits and performance management. There are also procedures in place to prevent and eliminate unlawful discrimination and harassment. Origin promotes a culture where managers and employees proactively apply the diversity policies and programs through effective leadership and communication. The Company offers flexible working arrangements to support diversity in the workforce and a more inclusive culture. In FY2017 Origin launched the ‘All Roles Flex’ initiative. This challenges the organisation, both employees and managers, to find flexibility in any role. The aim is to improve productivity by further removing barriers to workplace diversity. This program also targets greater flexibility for employees working in roles that are traditionally less flexible due to shift rosters or remote locations, such as an operational role at a power station. During FY2017, as part of the parental leave program, the entitlement of paid partner leave doubled from five days to 10 days. This leave can also be taken on a flexible basis. Gender diversity The Board oversees Origin’s strategies on gender diversity, including monitoring achievement against gender targets set by the Board. Improving gender diversity at Origin continues to be a priority. During FY2017, Origin was again recognised as a Workplace Gender Equality Agency Employer of Choice for Gender Equality. Origin’s three gender diversity targets, and FY2017 performance against those targets, are outlined below. Definition of seniority For the purpose of gender diversity targets, ‘senior roles’ includes all people in Hay Pay Scale job grades that pay approximately $150,000 per annum in fixed remuneration1. We define seniority by reference to standard Hay Pay Scale job grades, rather than reporting relationship to the CEO, for two reasons: – to make genuine comparisons of seniority. In recent years executives leading four support functions have reported to the CEO. A large number of people in corporate support areas such as legal, company secretary, human resources, strategy and communications are therefore only two or three levels below the CEO, while in the operating businesses there are many roles with significant line management responsibility that are more than three levels below; and – to make analysis comparable over time. Any restructure that changes Executive Leadership Team (ELT) roles also changes the reporting relationships for hundreds of people at lower levels, making it less valid to accurately compare progress on gender pay equality at those levels before and after the restructure. While Origin does not use reporting relationship to the CEO to define Origin’s gender diversity targets, the gender profile of these cohorts is of interest to some external stakeholders and is presented in the cohorts by gender in the table below. 1 The dollar number is approximate because the boundary is defined by Korn Ferry Hay Group position grading methodology. The corresponding market rate varies with time. ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 7575 Cohorts by gender COHORT1 Board CEO-1 (ELT) CEO-2 CEO-3 Senior roles FY2015 FY2016 FY2017 # PEOPLE IN COHORT PERCENTAGE FEMALE # PEOPLE IN COHORT PERCENTAGE FEMALE # PEOPLE IN COHORT PERCENTAGE FEMALE 9 9 51 158 1,861 33 11 29 34 28.1 8 6 36 143 1,574 25 17 25 34 27.4 7 9 65 178 1,636 29 11 26 38 28.8 1 Definitions for CEO-1, CEO-2 and CEO-3 are as per Workplace Gender Equality Agency guidelines. That is, they do not include clerical and administrative staff or other staff that do not themselves manage other people. With all staff included, CEO-3 at Origin was 34 per cent female out of a total cohort of 158 as at 30 June 2017. PERFORMANCE AGAINST TARGETS 3. Reduce the gap between male and female 1. Deliver equal average pay for men and women at turnover to zero Turnover for both men and women was lower than in the prior year. Achieving the same turnover for men and women across the Company overall continues to be a stretch target. During the year, 17 per cent of women and 11.1 per cent of men in senior roles left the Company, resulting in a gap of 5.9 per cent. FY2018 TARGETS Origin’s diversity targets for FY2018 will be to: – continue to deliver equal average pay for men and women at each job grade; – improve the rate of appointment of women to senior roles by 15 per cent compared to FY2017; and – improve our retention of women in senior roles with a goal to reduce the gap between male and female turnover to zero. The Board has set itself a target of females being at least 40 per cent of the Board by 2020. each job grade At the end of FY2017, the average difference between male and female pay across all job grades was just below one per cent. While the average female pay is higher at some grades than average male pay; it is reversed at other grades. Gender pay gap (graded population weighted average) to 30 Jun 2017 6 5 4 3 2 1 0 -1 2. Improve the rate of appointment of women to senior roles to 36 per cent The percentage of women recruited into senior roles was 38.7 per cent. This was much higher than in the prior year, and significantly better than Origin’s previous best of approximately 36 per cent in FY2015. At the end of FY2017, there were 1,636 people in senior roles, of which 28.9 per cent were women. Rate of appointment of women to senior roles (among new hires) % 7 8 3 . % 9 5 3 . % 5 2 3 . % 6 8 2 . 40 35 30 25 20 % 5 4 2 . FY13 FY14 FY15 FY16 FY17 1 Definitions for CEO-1, CEO-2 and CEO-3 are as per Workplace Gender Equality Agency guidelines. That is, they do not include clerical and administrative staff or other staff that do not themselves manage other people. With all staff included, CEO-3 at Origin was 34 per cent female out of a total cohort of 158 as at 30 June 2017. ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 7676 PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE The Board is structured to facilitate the effective discharge of its duties and to add value through its deliberations. In FY2017, the Board had 10 scheduled meetings, including a two-day strategic planning meeting. The Board and Committees also had seven separate scheduled workshops to consider matters of particular relevance. Outside of scheduled meetings, the full Board met on four other occasions to consider significant matters. In addition, the Board conducted visits of Company operations and met with operational management during the year. From time to time, the Board delegates its authority to non- standing committees of Directors to consider transactional or other matters. In the 12 months to 30 June 2017, five such additional Board Committee meetings were held. In addition, the Board established a Due Diligence Committee as part of the proposed divestment of Origin’s conventional Upstream assets via a proposed IPO. This Committee met three times to 30 June 2017. At Board meetings, Directors receive reports from executive management on financial and operational performance, risk, strategy, people, HSE, and major projects or initiatives in which Origin is involved. In addition, the Directors receive reports from Board Committees and, as appropriate, presentations on opportunities and risks for the Company. Non-executive Directors also meet without the presence of management (including the Chief Executive Officer) to address such matters as succession planning, key strategic issues, and Board operation and effectiveness. All Directors have access to Company employees, advisers and records. In carrying out their duties and responsibilities, Directors have access to advice and counsel from the Chairman, the Company Secretary and the Group General Counsel, and are able to seek independent professional advice at the Company’s expense, after consultation with the Chairman. New Directors undergo an induction program which includes sessions with members of management, Chairman of the Board, and Chairs of each relevant Board Committee, and visits to key operations to familiarise them with Origin’s business and administration. Directors also receive continuing education through ongoing briefings and workshops on industry, regulatory or other relevant topics and attendance at industry or governance conferences. The Board’s size and composition is determined by the Directors, within limits set by Origin’s Constitution, which requires a Board of between five and 12 Directors. As at 30 June 2017, the Board comprised eight Directors, including seven Non-executive Directors, all of whom are considered independent by the Board, and the Chief Executive Officer & Managing Director. Of the eight Directors, two are women. Directors’ profiles, duration of office and details of their skills, experience and special expertise are set out in the Directors’ Report. The Board seeks to have an appropriate mix of skills, experience, expertise and diversity to enable it to discharge its responsibilities and add value to the Company. The Board values diversity in all respects, including gender and differences in background and life experience, communication styles, interpersonal skills, education, functional expertise and problem solving skills. Together, the Directors contribute the following key skills and experience: Score: 1: weak 5: average 10: strong SKILLS AND EXPERIENCE Governance A commitment to and experience in setting best practice corporate governance policies, practices and standards. Ability to assess the effectiveness of senior management. Industry Experience in the energy or oil and gas industry, or upstream or integrated exploration and production company including in-depth knowledge of the Company’s strategy, markets, competitors, operational issues, technology and regulatory concerns. This includes advisory roles for these industries. Diversity Diversity in gender, background, geographic origin, experience (industry and public, private and non-profit sectors). International Exposure to international regions either through experience working in an organisation with global operations or through management of international stakeholder relationships. Understanding of different cultural, political, regulatory and business requirements. Strategy Senior executive and directorship experience, dealing with complex business models and projects. Experience in developing, setting and executing strategic direction and driving growth. Financial and risk management Senior executive experience in financial accounting and reporting, corporate finance, risk and internal controls. Experience in anticipating and evaluating risks that could impact the business, recognising and managing these risks through sound risk governance policies and frameworks. Sustainability Experience in programs implementing health, safety and environment, including mental health and physical wellbeing. Ability to identify economically, socially and environmentally sustainable developments and to set and monitor sustainability aspirations. Regulatory and public policy Experience in the identification and resolution of legal and regulatory issues. Experience in public and regulatory policy, including how it affects corporations. People Experience in building workforce capability, setting a remuneration framework which attracts and retains a high calibre of executives, promotion of diversity and inclusion. Customer Experience in a customer first industry. Disruption Background in an industry that has faced disruptive change. BOARD SCORE (OUT OF 10) 9 7 7 9 8 8 8 7 8 7 6 ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 7777 The Company’s policy on the Independence of Directors requires that the Board is comprised of a majority of independent Directors. In defining the characteristics of an independent Director, the Board uses the ASX Principles, together with its own considerations of the Company’s operations and businesses and appropriate materiality thresholds. Further details of the matters considered by the Board in assessing independence are contained in the Independence of Directors Policy which is part of the Board Charter and is available on the Company’s website. The Board reviews each Director’s independence annually. At its review for the FY2017 reporting period, the Board formed the view that all Non-executive Directors were independent. The Board selects and appoints the Chairman from the independent Directors. The Chairman, Mr Cairns, is independent and his role and responsibilities are separate from those of the Chief Executive Officer. Five Committees assist the Board in executing its duties relating to audit, remuneration and people, health, safety and environment (HSE), nomination and risk. Each Committee has its own Charter which sets out its role, responsibilities, composition, structure, membership requirements and operation. These are available on the Company’s website. Each Committee’s Chairman reports to the Board on the Committee’s deliberations at the following Board meeting where the Committee meeting minutes are also tabled. Additional and specific reporting requirements to the Board by each Committee are addressed in the respective Committee Charters. Additional information about the Audit Committee, Risk Committee, HSE Committee and Remuneration and People Committee is provided in response to Principles 4, 7 and 8 respectively. A list of the members of each Board Committee as at 30 June 2017 is set out below and their attendance at Committee meetings during FY2017 is set out in the Directors’ Report. Board committee membership as at 30 June 2017 AUDIT REMUNERATION & PEOPLE HEALTH, SAFETY AND ENVIRONMENT NOMINATION RISK TENURE INDEPENDENT NON-EXECUTIVE DIRECTORS John Akehurst Maxine Brenner Gordon Cairns Teresa Engelhard Bruce Morgan Scott Perkins Steve Sargent1 Member Member Chairman Member Member Member Chairman Member CHIEF EXECUTIVE OFFICER & MANAGING DIRECTOR Frank Calabria 1 Mr Sargent also chairs the Origin Foundation. Chairman Member Member Member Member Member Member Chairman Member Member Member Chairman Member Member Member 8 years 4 months 3 years 9 months 10 years 2 months 2 months 4 years and 9 months 1 year 11 months 2 years 3 months 8 months ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 7878 The Nomination Committee is comprised of the Chairman of the Board and the Chairman of each other Board Committee, and is chaired by Mr Cairns. The Nomination Committee met once during FY2017, and provides support and advice to the Board by: – assessing the range of skills and experience required on the Board and of Directors as part of the Company’s continued consideration of Board renewal and succession planning; – reviewing the performance of Directors and the Board; – establishing processes to identify suitable Directors, including the use of professional intermediaries; Ms Teresa Engelhard joined the Board in May 2017 and will be standing for election at the AGM in accordance with the ASX Listing Rules. Appropriate background checks in relation to character, experience, education, criminal record and bankruptcy history were conducted prior to the appointment of Ms Engelhard. The Board considers Mr Engelhard’s extensive experience in disruption, technology, innovation and growth, together with her global corporate perspectives, will further strengthen the Board and complement the skills of the existing Directors. The Board (with Ms Engelhard absent) recommends Ms Engelhard for election. – recommending Directors’ appointments and re-elections; and PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY – considering the appropriate induction and continuing education provided for Directors. When identifying potential candidates, the Nomination Committee considers the current and future needs of Origin and desired attributes and skill sets for a new Director. Where a candidate is recommended by the Nomination Committee, the Board will assess that candidate against a range of criteria including background, experience, professional qualifications and the potential for the candidate’s skills to augment the existing Board and his/her availability to commit to the Board’s activities. If these criteria are met and the Board appoints the candidate as a Director, that Director will stand for election by shareholders at the following Annual General Meeting. Each year the performance of the Directors retiring by rotation and seeking re-election under the Constitution is reviewed by the Nomination Committee (other than the relevant Director), the results of which form the basis of the Board’s recommendation to shareholders. The review considers a Director’s expertise, skill and experience, along with his/her understanding of the Company’s business, preparation for meetings, relationships with other Directors and management, awareness of ethical and governance issues, independence of thought and overall contribution. The Board reviewed the performance of Ms Maxine Brenner, who is standing for re-election at the Annual General Meeting (AGM) in October 2017. Ms Brenner was not present for her own review. The Board (with Ms Brenner absent) found that Ms Brenner had been a high performing Director and concluded that she should be proposed for re-election. All Directors and employees are expected to comply with the law and act with a high level of integrity. Origin has a Code of Conduct and a number of policies governing conduct in pursuit of Company objectives in dealing with shareholders, employees, customers, communities, business partners, suppliers, contractors and other stakeholders. The Code of Conduct is based on the Company’s Purpose, Principles, Values and Commitments, which serves as a guide to Origin’s decision making, behaviours and actions for its employees. Origin’s Purpose, Principles, Values and Commitments and a summary of the Code of Conduct is available on Origin’s website. Origin prohibits the offer, payment, solicitation or acceptance of bribes and facilitation payments in any form. It also prohibits the provision of gifts and gratuities, both directly and indirectly, to public officials or relatives or associates of public officials. The giving or receiving of gifts or hospitality is prohibited in all circumstances that influence, create obligations or conflicts of interest, indicate favouritism or do not align with Origin’s Code of Conduct. Origin encourages individuals to report known or suspected instances of inappropriate conduct, including breaches of the Code of Conduct and other policies and directives. There are policies in place designed to protect employees and contractors from any reprisal, discrimination or being personally disadvantaged as a result of their reporting a concern. ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE 7979 The Board has an Audit Committee which comprises four Non- executive Directors, all of whom are independent. The Chairman of the Board cannot chair the Audit Committee. The Chairman of the Audit Committee, Mr Bruce Morgan, is an independent Director with significant financial expertise. All members of the Committee are financially literate and the Committee possesses sufficient accounting and financial expertise and knowledge of the industry in which Origin operates. Prior to approval of the Company’s financial statements for each financial period, the Chief Executive Officer and the Chief Financial Officer give the Board a declaration that, in their opinion, the financial records have been properly maintained, that the financial statements complied with the accounting standards and gave a true and fair view, and that their opinion had been formed on the basis of a sound system of risk management and internal compliance and control which was operating effectively. The Audit Committee oversees the structure and management systems that are designed to protect the integrity of the Company’s corporate reporting. The Audit Committee reviews the Company’s half and full year financial reports and makes recommendations to the Board on adopting the financial statements. The Committee provides additional assurance to the Board with regard to the quality and reliability of financial information. The Committee has the authority to seek information from any employee or external party. The internal and external auditors have direct access to the Audit Committee Chairman and, following each scheduled Committee meeting, meet separately with the Committee without management present. The Committee reviews the independence of the external auditor, including the nature and level of non-audit services provided, and reports its findings to the Board every six months. The names of the members of the Audit Committee are set out in the table under Principle 2 and their attendance at meetings of the Committee is set out in the Directors’ Report. The external auditor attends the Company’s AGM and is available to answer questions from shareholders relevant to the audit. Origin has adopted policies and procedures designed to ensure compliance with its continuous disclosure obligations and make senior management accountable for that compliance. Origin provides timely, full and accurate disclosure and keeps the market informed with quarterly releases detailing exploration, development and production, and half and full year reports to shareholders including in digital format on the Company’s website. All material matters are disclosed immediately to the stock exchanges on which Origin’s securities are listed (and subsequently to the media, where relevant), as required by the relevant listing rules. All material investor presentations are released to the stock exchanges and are posted on the Company’s website. Other reports or media statements that do not contain price sensitive information are included on the Company’s website. Shareholders can subscribe to an email notification service and receive notice of any announcements released by the Company. Both the Continuous Disclosure Policy and the Communications with Shareholders Policy are available on the Company’s website. PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS Origin respects the rights of its shareholders and has adopted policies to facilitate the effective exercise of those rights through participation at general meetings and with the provision of information about Origin and its operations. Origin provides a high standard of communication to shareholders and other stakeholders so that they have all available information reasonably required to make informed assessments of the Company’s business value and prospects. Shareholders can review the financial and non-financial performance of Origin via a half year report, shareholder review, Annual Report, Sustainability Report and annual general meeting materials. These reports are also available on the ASX on Origin’s website. Shareholders may also request hardcopies. Sustainability reporting is guided by the Global Reporting Initiative and includes disclosures of material environmental, social and governance (ESG) aspects of the Company’s business activities. Origin also discloses other ESG information via regulated National Greenhouse Emissions Reporting, as well as voluntary disclosure platforms such as the Carbon Disclosure Project. Origin regularly engages with and provides requested information to research firms. Origin was again included in the FSTE4Good Index and the Dow Jones Sustainability Australia Index during the period. All communications from, and most communications to, the Company’s share registry are available electronically, including company reports, and shareholders are encouraged to take up the option of e-communications. ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 8080 Origin’s website contains a list of key dates and all recent announcements, presentations, past and current company reports and notices of meetings. Shareholder meetings and results announcements are webcast and an archive of these meetings is published on the Company’s website. Origin welcomes and encourages shareholders to attend and participate in its AGM, either in person, by proxy or attorney, or by other means adopted by the Board. At each AGM, the Chairman allows a reasonable opportunity for shareholders to ask questions of the Board and the external auditors. Shareholders who are unable to attend the AGM can view a webcast of the meeting (and certain past general meetings) on the Company’s website. Origin has a wide stakeholder engagement program and a dedicated investor relations function to facilitate effective two-way communication with investors. The Communications with Shareholders Policy is available on the Company’s website. In addition to shareholders, the Company’s projects and operations necessitate interaction with a range of stakeholders including local communities, business partners, government, industry, media, suppliers and NGOs. Origin has a program to support these stakeholder interactions and facilitate constructive relationships. These include: – dedicated community advisors to help facilitate and implement the Company’s engagement with local communities and regular dialogue with the communities in which Origin operates; – a government relations team which regularly interacts with policy makers within the jurisdictions of Origin’s operations, particularly to help develop sound and stable policy to ensure business certainty; – dedicated external affairs team with regular interaction with media and NGOs to create a better understanding of Origin’s business; and – making a contribution to the formulation of public policy through submissions to various enquiries. Further information on the Company’s stakeholder engagement program can be found in the Sustainability Report under Stakeholder Engagement. Customers are a central part of Origin’s engagement, innovation and value creation. Origin continues to adapt processes, introduce new products and invest in technology to provide customers with greater choice and an improved customer experience. The Sustainability Report provides further information on Origin’s interaction with its customers. PRINCIPLE 7: RECOGNISE AND MANAGE RISK Origin’s approach to risk management aims to embed a risk- aware culture in all decision-making and to manage risk in a proactive and effective manner. The Board has an overarching policy governing the Company’s approach to risk oversight and management and internal control systems. This policy and further information on Origin’s approach to managing its material risks is available on the Company’s website. The Board has an established Risk Committee to oversee Origin's policies and procedures in relation to risk management and internal control systems. The Risk Committee is comprised of the Chairman of the Board and the Chairman of each other Board Committee, and is chaired by independent Non-executive Director Ms Maxine Brenner. The Risk Committee Charter is available on the Company’s website. The names of the members of the Risk Committee are set out in the table under Principle 2 and a record of their attendance at meetings of the Committee is set out in the Directors’ Report. The Company’s risk policies are designed to identify, assess, manage and monitor strategic, operational, financial and project risks and mitigate the impact in the event that they materialise. The Board has also approved policies for hedging interest rates, foreign exchange rates and commodities. Certain specific risks are covered by insurance. Management is responsible for the design and implementation of the risk management and internal control systems to manage the Company’s risks. Management reports to the Risk Committee on how material risks are being managed and the effectiveness of controls in place to mitigate those risks. The Risk Committee has an annual calendar that includes regular detailed risk profile reviews. The Risk Committee reviews the Company’s risk management framework annually to satisfy itself that it continues to be sound. An independent review of the risk management framework was completed during the financial year and it found the framework to be sound. Management has reported to the Risk Committee and the Board that, as at 30 June 2017, the framework is sound. Origin also has an internal audit function which utilises both internal and external resources to provide an independent appraisal of the adequacy and effectiveness of the Company’s risk management and internal control systems. The internal audit function has direct access to the Chairmen of the Audit, Risk and HSE Committees and management, and has the right to seek information. A risk-based approach is used to develop the annual internal audit plan, aligning planned internal audit activities to the Company’s material risks. The internal audit plan is approved by the Audit, Risk and HSE Committees annually and reviewed quarterly. In addition to internal audit activities, second line assurance activity is undertaken across the business in the management of risk. The findings of this activity are reported through to the relevant executive and, where appropriate, Board Committee. ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 8181 PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY The Remuneration Report sets out details of the Company’s policies and practices for remunerating Directors, key management personnel and employees. The Board has a Remuneration and People Committee which comprises four Non-executive Directors, all of whom are independent. The Chairman, Mr Scott Perkins, is an independent Director. The names of the members of the Remuneration and People Committee are set out under Principle 2 and a record of their attendance at meetings of the Committee is set out in the Directors’ Report. Further information about the Remuneration and People Committee’s activities is provided in the Remuneration Report. The remuneration of Non-executive Directors is structured separately from that of the Executive Directors and senior executives. Information on remuneration for Non-executive Directors is in the Remuneration Report. Origin has established a policy which governs dealings in its securities. This precludes any Origin personnel from engaging in short-term dealings in the Company’s securities and margin loans should not be entered into if they could cause a dealing that is in breach of the general insider trading provisions of the Corporations Act or the Policy. Origin personnel are prohibited from entering into hedging transactions which operate to limit the economic risk of any of their unvested equity-based incentives. The Dealing in Securities Policy is available on the Company’s website. The Code of Conduct, Dealings in Securities Policy and other relevant policies are supported by appropriate training programs and regular updates. Information referred to in this Corporate Governance Statement as being on the Company’s website may be found at the web address: www.originenergy.com.au under the section ‘About – Investors & Media – Governance’. Origin’s approach to the management of risks and controls reflects the ‘three lines of defence’ model. The first line of defence comprises operational business managers that own and manage risks. The second line of defence comprises the corporate functions that oversee/monitor/challenge risks. The third line of defence comprises the Origin group internal audit function that assures compliance with policies and standards. The Board’s HSE Committee supports and advises the Board on HSE matters and HSE related risks arising out of the activities and operations of Origin and its related companies. The HSE Committee comprises the Chief Executive Officer and four independent Non-executive Directors. The Chairman, Mr John Akehurst, is an independent Director. The Board considers that the direct impact the deliberations of the HSE Committee can have on the day-to-day operations of Origin makes it appropriate for the Chief Executive Officer to be a member of that Committee. The names of the members of the HSE Committee are set out under Principle 2 and a record of their attendance at meetings of the Committee is set out in the Directors’ Report. Beyond the financial results, Origin is witnessing changes in community attitudes and increased focus on local and global environmental challenges. Origin recognises the need for disclosure and transparency of decision making to help investors assess both short term and long term risks and prospects. Origin assesses the environmental and social risks associated with projects and operations. Projects are developed with precautionary engineering and management measures in place to mitigate or manage key environmental and social risks, and operations are managed using policies and procedures to control remaining environmental and social risks. Environmental and social risk management is subject to periodic audits and assurance. As one of Australia’s largest power generators, Origin closely measures, manages and reports on the greenhouse gas emissions associated with its operations. These emissions are governed by laws and regulations. Management of emissions extends to the development of a low carbon power generation portfolio including natural gas, wind and solar. Further information on Origin’s management and performance in the social, environmental and economic aspects in operating its business is contained in the Sustainability Report. Origin measures its reputation, that is, how Origin is perceived by Australians (including shareholders) using RepTrak® methodology. Origin’s reputation performance and reputation risk issues are periodically reported to the Board. In addition to stakeholder measurement through RepTrak, Origin also engages external advisors to provide real-time monitoring of mainstream and social media to evaluate the external operating environment and ensure emerging risks, issues and shifting public and policy debates are identified and addressed accordingly. Quarterly quantitative and qualitative mainstream media analysis is undertaken to better understand external trends, and sentiment and key public influencers. These insights influence and inform Origin’s external affairs and stakeholder engagement strategies, as well as customer facing positioning and community engagement programs. ORIGIN ENERGY PAGE TITLE CORPORATE GOVERNANCE STATEMENT 8282 FINANCIAL STATEMENTS FINANCIAL STATEMENTS Income Intangible assets Interest-bearing liabilities RESULTS FOR THE YEAR PRIMARY STATEMENTS Income statement Statement of comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows OVERVIEW A A1 Segments A2 A3 Expenses A4 Results of equity accounted investees A5 Earnings per share A6 Dividends B OPERATING ASSETS AND LIABILITIES B1 Trade and other receivables B2 Exploration, evaluation and development assets B3 Property, plant and equipment B4 B5 Provisions B6 Other financial assets and liabilities C CAPITAL, FUNDING AND RISK MANAGEMENT C1 C2 Risk management C3 Capital management C4 Fair value of financial assets and liabilities C5 Hedging and derivatives C6 Share capital and reserves C7 Other comprehensive income D TAXATION D1 D2 Deferred tax E GROUP STRUCTURE E1 Joint arrangements E2 Business combinations E3 Controlled entities E4 Discontinued operations, assets held for sale and disposals F OTHER INFORMATION F1 Contingent liabilities F2 Commitments F3 Share-based payments F4 Related party disclosures F5 Key management personnel F6 Notes to the statement of cash flows F7 Auditors' remuneration F8 Master netting or similar agreements F9 Deed of Cross Guarantee F10 Parent entity disclosures F11 New standards and interpretations not yet adopted F12 Power Purchase Arrangements adjustment F13 Subsequent events DIRECTORS' DECLARATION INDEPENDENT AUDITOR'S REPORT Income tax expense 83 84 85 86 87 88 90 90 96 96 97 98 98 99 99 100 101 103 104 105 106 106 107 110 111 114 117 118 119 119 121 123 123 127 128 132 134 134 135 135 137 138 138 139 139 140 142 142 144 144 145 146 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS INCOME STATEMENT 8383 INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE CONTINUING OPERATIONS Revenue Other income Expenses Results of equity accounted investees Interest income Interest expense LOSS BEFORE INCOME TAX Income tax benefit/(expense) LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS DISCONTINUED OPERATIONS Loss from discontinued operations LOSS FOR THE PERIOD (LOSS)/PROFIT FOR THE PERIOD ATTRIBUTABLE TO: Members of the parent entity Non-controlling interests LOSS FOR THE PERIOD EARNINGS PER SHARE Basic earnings per share Diluted earnings per share (LOSS)/PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS ATTRIBUTABLE TO: Members of the parent entity Non-controlling interests LOSS FOR THE PERIOD EARNINGS PER SHARE FROM CONTINUING OPERATIONS Basic earnings per share Diluted earnings per share NOTE 2017 $MILLION 2016 $MILLION1 A2 A2 A3 A4 A2 A3 D1 E4 13,646 187 (13,667) (1,912) 224 (553) (2,075) 26 (2,049) (174) (2,223) (2,226) 3 (2,223) 11,456 41 (11,222) (228) 222 (548) (279) (17) (296) (319) (615) (628) 13 (615) A5 A5 (126.9) cents (126.9) cents (39.8) cents (39.8) cents (2,052) 3 (2,049) (302) 6 (296) A5 A5 (117.0) cents (117.0) cents (19.1) cents (19.1) cents 1 Certain amounts have been re-presented to separately show those operations classified as discontinued operations and also to reflect adjustments relating to note F12. The income statement should be read in conjunction with the accompanying notes set out on pages 88 to 144. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 8484 STATEMENT OF COMPREHENSIVE INCOME STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE Loss for the period OTHER COMPREHENSIVE INCOME Items that will not be reclassified to the income statement Actuarial gain on defined benefit superannuation plan Items that may be reclassified to the income statement Foreign currency translation differences for foreign operations AVAILABLE-FOR-SALE FINANCIAL ASSETS Valuation (loss)/gain taken to equity CASH FLOW HEDGES Changes in fair value of cash flow hedges Net loss on hedge of net investment in foreign operations Total items that may be reclassified to the income statement TOTAL OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX C7 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Items that will not be reclassified to the income statement Members of the parent entity Non-controlling interests Items that may be reclassified to the income statement Members of the parent entity Non-controlling interests TOTAL COMPREHENSIVE INCOME FOR THE PERIOD TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY ARISING FROM: Continuing operations Discontinued operations NOTE 2017 $MILLION 2016 $MILLION1 (2,223) (615) 1 (200) (41) (202) – (443) (442) (2,665) 1 – 1 (2,669) 3 (2,666) (2,665) (2,332) (336) – 80 6 247 (18) 315 315 (300) – – – (311) 11 (300) (300) (64) (247) 1 Certain amounts have been re-presented to separately show those operations classified as discontinued operations and also to reflect adjustments relating to note F12. The statement of comprehensive income should be read in conjunction with the accompanying notes set out on pages 88 to 144. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS STATEMENT OF FINANCIAL POSITION 8585 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Derivatives Other financial assets Income tax receivable Assets classified as held for sale Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Derivatives Other financial assets Investments accounted for using the equity method Property, plant and equipment (PPE) Exploration and evaluation assets Development assets Intangible assets Deferred tax assets Other assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Payables to joint ventures Interest-bearing liabilities Derivatives Other financial liabilities Provision for income tax Employee benefits Provisions Liabilities classified as held for sale TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Trade and other payables Interest-bearing liabilities Derivatives Employee benefits Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Share capital Reserves Retained earnings TOTAL PARENT ENTITY INTEREST Non-controlling interests - Contact Energy Non-controlling interests - other TOTAL EQUITY NOTE 2017 $MILLION 2016 $MILLION1 AS AT 1 JULY 2015 $MILLION1 B1 C5 B6 E4 B1 C5 B6 A4 B3 B2 B2 B4 C1 C5 B6 B5 E4 C1 C5 B5 C6 117 2,278 138 241 86 – 2,050 101 5,011 4 1,055 3,700 5,463 3,714 858 – 5,325 35 34 146 1,945 248 237 312 59 471 137 3,555 3 1,065 4,943 5,945 5,685 1,932 292 5,366 92 27 151 2,085 239 15 207 79 5,441 104 8,321 5 861 3,553 6,467 6,505 1,894 239 5,481 38 43 20,188 25,199 25,350 28,905 25,086 33,407 1,892 130 133 300 387 52 184 56 720 3,854 10 8,382 1,309 35 191 9,927 13,781 11,418 7,150 439 3,807 11,396 – 22 11,418 2,048 – 110 18 375 6 215 71 46 2,889 68 9,506 1,637 35 710 11,956 14,845 14,060 7,150 857 6,032 14,039 – 21 14,060 2,037 – 38 31 156 4 260 74 2,575 5,175 89 11,839 1,927 35 614 14,504 19,679 13,728 4,599 576 7,117 12,292 1,244 192 13,728 1 Certain amounts have been restated to reflect adjustments relating to note F12. The statement of financial position should be read in conjunction with the accompanying notes set out on pages 88 to 144. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 8686 STATEMENT OF CHANGES IN EQUITY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE $MILLION SHARE CAPITAL SHARE- BASED PAYMENTS RESERVE FOREIGN CURRENCY TRANSLATION RESERVE HEDGING RESERVE AVAILABLE- FOR-SALE RESERVE RETAINED EARNINGS NON- CONTROLLING INTERESTS TOTAL EQUITY 7,150 197 314 321 (200) – (202) – 25 (41) – 6,032 1 (2,226) (200) (202) (41) (2,225) – – – – – – – – – 119 (16) 3,807 21 14,060 – 3 3 (2) – (2) 22 (442) (2,223) (2,665) (2) 25 23 11,418 BALANCE AS AT 30 JUNE 2017 7,150 BALANCE AS AT 1 JULY 2016 Other comprehensive income (refer to note C7) (Loss)/profit TOTAL COMPREHENSIVE INCOME FOR THE PERIOD Dividends paid (refer to note A6) Share-based payments TOTAL TRANSACTIONS WITH OWNERS RECORDED DIRECTLY IN EQUITY BALANCE AS AT 1 JULY 2015 Power Purchase Arrangements adjustment, net of tax (refer to note F12) BALANCE AS AT 1 JULY 2015 (RESTATED)1 (Loss)/profit as reported in 2016 financial statements Power Purchase Arrangements adjustment, net of tax (refer to note F12) Restated (loss)/profit for the period Other comprehensive income (refer to note C7) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD Dividends paid (refer to note A6) Movement in share capital (refer to note C6) Share-based payments Sale of Contact Energy Transfer within reserves TOTAL TRANSACTIONS WITH OWNERS RECORDED DIRECTLY IN EQUITY BALANCE AS AT 30 JUNE 2016 RESTATED1 – – – – – – – – – – 25 25 222 171 4,599 – – 4,599 171 – – – – – – 2,551 – – – – – – – – – – 32 (6) – – – – 114 315 – 315 – – – 64 64 – – – (65) – 71 – 71 – – – 247 247 – – – 3 – 3 19 7,548 1,436 14,159 – 19 – – 6 6 – – – – – – (431) – (431) 7,117 1,436 13,728 (589) (39) (628) – (628) (452) – – – (5) 13 – 13 (2) 11 (8) (576) (39) (615) 315 (300) (460) – – (1,423) 5 2,551 32 (1,491) – (457) (1,426) 632 2,551 26 (65) 7,150 197 314 321 25 6,032 21 14,060 1 Certain amounts have been restated to reflect adjustments relating to note F12. The statement of changes in equity should be read in conjunction with the accompanying notes set out on pages 88 to 144. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS STATEMENT OF CASH FLOWS 8787 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from customers Cash paid to suppliers Cash generated from operations Income taxes paid, net of refunds received NET CASH FROM OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of PPE Acquisition of exploration and development assets Acquisition of other assets Investment in equity accounted investees Loans to equity accounted investees Interest received from equity accounted investees Investment in equity accounted investees (funding of APLNG debt service reserve account)1 Interest received from other parties Net proceeds from sale of investment in Contact Energy Net proceeds from sale of non-current assets NET CASH FROM/(USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Repayment of borrowings Proceeds from share rights issue Interest paid Dividends paid by the parent entity Loan from equity accounted investees1 Dividends paid to non-controlling interests NET CASH USED IN FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD Effect of exchange rate changes on cash CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD2 NOTE 2017 $MILLION 2016 $MILLION F6 15,263 (14,027) 1,236 53 1,289 (354) (65) (82) (389) – 218 (127) 1 – 887 89 4,017 (4,973) – (540) – 127 (2) 14,040 (12,688) 1,352 52 1,404 (460) (112) (119) (10) (1,544) 338 – 1 1,599 118 (189) 9,102 (11,792) 2,496 (611) (410) – (8) (1,371) (1,223) 7 146 (2) 151 (8) 155 (1) 146 1 Relates to cash calls paid by the Group to Australia Pacific LNG, to allow it to meet its project finance Debt Service Reserve Account requirements. These amounts were subsequently loaned back to the Group by Australia Pacific LNG after the provision of a guarantee by the Group. The loan is disclosed as a payable to joint ventures in the statement of financial position. 2 Cash and cash equivalents at the end of the period of $151 million includes $34 million of cash and cash equivalents which are classified as held for sale. The statement of cash flows should be read in conjunction with the accompanying notes set out on pages 88 to 144. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 8888 NOTES TO THE FINANCIAL STATEMENTS OVERVIEW Origin Energy Limited (the Company) is a for-profit company domiciled in Australia. The address of the Company’s registered office is Level 45, Australia Square, 264–278 George Street, Sydney NSW 2000. The nature of the operations and principal activities of the Company and its controlled entities (the Group) are described in the Segment information. The consolidated general purpose financial statements of the Group for the year ended 30 June 2017 were authorised for issue in accordance with a resolution of the directors on 16 August 2017. The financial statements: – have been prepared in accordance with the requirements of the Corporations Act 2001 (Cth), Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and International Financial Reporting Standards as issued by the International Accounting Standards Board; – have been prepared on a historical cost basis, except for derivative financial instruments, environmental scheme certificates, surrender obligations, available-for-sale financial assets and assets and liabilities classified as held for sale that are carried at their fair value; and trade and other receivables that are initially recognised at fair value, and subsequently measured at amortised cost less accumulated impairment losses; – are presented in Australian dollars; – are rounded to the nearest million dollars, unless otherwise stated, in accordance with Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191; – present reclassified comparative information where required for consistency with the current year’s presentation; – adopt all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 July 2016; and – do not early adopt any Accounting Standards and Interpretations that have been issued or amended but are not yet effective. Refer to note F11 for further details. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS KEY JUDGEMENTS AND ESTIMATES In the process of applying the Group’s accounting policies, a number of judgements and estimates have been made. Judgements and estimates which are material to the financial statements are found in the following notes: 8989 – Income (note A2) – Trade and other receivables (note B1) – Exploration, evaluation and development assets (note B2) – Property, plant and equipment (note B3) – Intangible assets (note B4) – Provisions (note B5) – Fair value of financial assets and liabilities (note C4) – Income tax expense (note D1) Estimates of recoverable amounts are based on an asset’s value in use or fair value less costs to sell, using a discounted cash flow method. This requires estimates and assumptions to be made about highly uncertain external factors such as future commodity prices, foreign exchange rates, discount rates, the effects of inflation, climate change policies, supply-and-demand conditions, reserves, future operating profiles and production costs. The recoverable amounts of non-current assets have been assessed at 30 June 2017 based on the types of judgements and estimates described above. Where required, any impairment has been recognised in the income statement. Errors can arise in respect of recognition, measurement, presentation or disclosure of elements of financial statements. In the case where the Group identifies a material error during the year relating to prior period, the error is corrected retrospectively by restating the comparative amounts for the prior period(s) presented in which the error occurred. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 90 90 A RESULTS FOR THE YEAR This section highlights the performance of the Group for the year, including results by operating segment, income and expenses, results of equity accounted investments, earnings per share and dividends. A1 SEGMENTS The Group’s Managing Director monitors the operating results of the business using operating segments organised according to the nature and/or geography of the activities undertaken. This section includes the results by operating segment (A1.1), segment assets and liabilities (A1.2) and geographical information for revenue and non-current assets (A1.3). A1.1 Segment result for the year ended 30 June 91 91 $MILLION REVENUE Segment revenue Eliminations EXTERNAL REVENUE UNDERLYING EBITDA Depreciation and amortisation Share of ITDA of equity accounted investees UNDERLYING EBIT Net financing costs5 Income tax expense6 Non-controlling interests (NCI) SEGMENT RESULT AND UNDERLYING PROFIT7 ITEMS EXCLUDED FROM UNDERLYING PROFIT Fair value and foreign exchange movements8 LNG-related items pre revenue recognition Disposals, impairments and business restructuring Tax and NCI on items excluded from underlying profit8 ITEMS EXCLUDED FROM UNDERLYING PROFIT STATUTORY LOSS ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY8 ENERGY MARKETS1 INTEGRATED GAS2 CORPORATE3 TOTAL CONTINUING OPERATIONS CONTACT ENERGY4 OTHER DISCONTINUED OPERATIONS TOTAL DISCONTINUED OPERATIONS7 CONSOLIDATED REF. 2017 20168 2017 2016 2017 2016 2017 20168 2017 2016 2017 2016 2017 2016 2017 20168 (a) (b) (c) (d) (e) (f) 13,558 11,423 – – 13,558 11,423 1,492 (325) – 1,167 – – – 1,330 (326) – 1,004 – – – 88 – 88 747 (19) (925) (197) (197) – – 33 – 33 49 (17) (293) (261) (30) – – 1,167 1,004 (394) (291) 20 – 157 – 177 (111) – (4) – 19 (52) (2,669) – (143) (304) (5) – (115) (2,702) (452) – – – (66) – – (66) (87) (217) (3) (373) 13 – (183) 243 73 – – – (81) – (3) (84) (58) (279) (6) (427) (53) – (286) 264 (75) 13,646 11,456 – – 13,646 11,456 2,173 (344) (925) 904 (284) (217) (3) 400 52 (52) (2,695) 243 (2,452) 1,298 (343) (296) 659 (88) (279) (6) 286 (307) (304) (295) 264 (642) – – – – – – – – – – – – – – – – 251 – 251 61 (20) – 41 (9) (11) (10) 11 (10) – 14 6 10 824 (363) 461 357 (133) – 224 (12) (62) – 150 82 – (519) 113 (324) 641 (174) 467 337 (261) – 76 (12) 4 – 68 (24) – (500) 163 (361) 824 (363) 461 357 (133) – 224 (12) (62) – 150 82 – (519) 113 (324) 892 (174) 718 398 (281) – 117 (21) (7) (10) 79 (34) – (486) 169 14,470 12,348 (363) (174) 14,107 12,174 2,530 (477) (925) 1,128 (296) (279) (3) 550 134 (52) (3,214) 356 1,696 (624) (296) 776 (109) (286) (16) 365 (341) (304) (781) 433 (993) (351) (2,776) (2,226) (628) 1 Energy retailing, power generation and LPG operations predominantly in Australia. 2 Unconventional Gas business including the Group’s investment in Australia Pacific LNG; the results of the Group’s activities as Australia Pacific LNG upstream operator and management of the Group’s exposure to LNG pricing risk. The results of the Group’s upstream conventional business which are part of the proposed divestment, have been classified as other discontinued operations. 3 Various business development and support activities that are not allocated to operating segments. The June 2016 results include $6 million of net financing costs and 4 $5 million of income tax benefit and NCI relating to the Group’s funding of its investment in Contact Energy. Includes the Group’s 53.09 per cent controlling interest in Contact Energy Limited (Contact Energy), which is involved in energy retailing and power generation in New Zealand, up to the date of sale of the Group’s interest in Contact Energy on 10 August 2015. The results of Contact Energy were classified as a discontinued operation at 30 June 2016 (refer to note E4). 5 Net financing costs have been allocated to the Integrated Gas segment relating to the LNG business, the Contact Energy segment (until disposal on 10 August 2015) and to other discontinued operations segment. Income tax expense for entities in the Origin tax consolidated group is allocated to the Corporate segment with the exception of amounts related to other discontinued operations. 6 7 Further details of discontinued operations are included in note E4. 8 Certain amounts have been restated to reflect adjustments relating to note F12. ORIGIN ENERGY PAGE TITLE ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS 9292 A1 SEGMENTS (CONTINUED) EXPLANATORY NOTES TO SEGMENT RESULTS FOR THE YEAR ENDED 30 JUNE (a) Segment revenue eliminations Sales between segments occur on an arm’s length basis. The Upstream conventional business (of which assets relating to the proposed divestment have been classified as other discontinued operations) sells gas and LPG to the Energy Markets segment, and previously sold LPG to Contact Energy. (b) Underlying EBITDA Represents underlying earnings before interest, tax, depreciation and amortisation (EBITDA). Includes the Group’s share of underlying EBITDA from equity accounted investees of $859 million (2016: $111 million). Refer to note E1.2 for details (c) Net financing costs Net financing costs is the aggregation of interest income of $224 million (2016: $222 million), interest expense of $553 million (2016: $548 million) from continuing operations, net interest expense of $12 million relating to discontinued operations (2016: $21 million), less net interest expense relating to Australia Pacific LNG funding of $45 million (2016: $238 million). (d) Fair value and foreign exchange movements $MILLION GROSS TAX AND NCI GROSS TAX AND NCI 2017 20161 Increase/(decrease) in fair value of financial instruments LNG foreign currency loss LNG translation of foreign denominated long-term tax balances Tax benefit on translation of foreign denominated long-term tax balances (e) LNG-related items pre revenue recognition 207 (73) – – 134 (63) 22 – 3 (38) (290) (42) (9) – (341) 90 12 – 5 107 2017 20161 $MILLION GROSS TAX AND NCI GROSS TAX AND NCI Net financing costs incurred in funding the Australia Pacific LNG project LNG pre-production costs not able to be capitalised (45) (7) (52) 14 2 16 (238) (66) (304) 71 11 82 (f) Disposals, impairments and business restructuring $MILLION GROSS TAX AND NCI GROSS TAX AND NCI 2017 20161 Gain on sale of Rimu, Kauri and Manutahi (RKM) Gain on sale of Mortlake Pipeline Gain on sale of Surat Basin Gain on sale of Cullerin Range Wind Farm Loss on sale of OTP Geothermal Pte Ltd Gain on sale of Javiera solar project Gain on sale of Darling Downs Solar Farm Gain on sale of Darling Downs Pipeline Gain on sale of Stockyard Hill Wind Farm Gain on sale of Contact Energy Gain on sale of Mortlake Terminal Station Capital loss recognition Tax expense reflecting difference between carrying amount and tax base of entities sold DISPOSALS 1 Certain amounts have been restated to reflect adjustments relating to note F12. 1 88 2 12 (1) 2 3 234 60 – – – – 401 – (26) (1) (4) – – (1) (71) (18) – – 40 (17) (98) – – – – – – – – – 14 24 – – 38 – – – – – – – – – – (7) 28 – 21 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 9393 A1 SEGMENTS (CONTINUED) EXPLANATORY NOTES TO SEGMENT RESULTS FOR THE YEAR ENDED 30 JUNE (CONTINUED) (f) Disposals, impairments and business restructuring (continued) $MILLION GROSS TAX AND NCI GROSS TAX AND NCI 2017 2016 Integrated Gas Share of Australia Pacific LNG impairment of non-current assets1 Browse Basin Assets held for sale New Zealand onshore assets Cooper Basin BassGas Otway Basin Surat Basin Corporate Investment in Energia Austral SpA IT transformation Investment in Energia Andina S.A. Investment in OTP Geothermal Pte Ltd IMPAIRMENTS Transaction costs in respect of the Lattice Energy divestment Restructure costs Corporate transaction costs Integration and transformation costs De-recognition of New Zealand tax losses forecast to be no longer available post divestment Uplift in tax cost base BUSINESS RESTRUCTURING (1,846) (825) (753) – – – – – (114) – – – (3,538) (40) (17) (20) – – – (77) TOTAL DISPOSALS, IMPAIRMENTS AND BUSINESS RESTRUCTURING (3,214) – 248 226 – – – – – – – – – 474 12 5 6 – (21) – 2 378 – – – 30 (111) (204) (236) 30 – (94) (86) (20) (691) – (111) (12) (5) – – (128) (781) – – – (9) 34 61 70 (9) – 29 – – 176 – 33 3 2 – 9 47 244 1 As the Group equity accounts for its share of net profit after tax of Australia Pacific LNG the above amount is presented post-tax. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 94 94 95 95 A1 SEGMENTS (CONTINUED) A1.2 SEGMENT ASSETS AND LIABILITIES AS AT 30 JUNE $MILLION ASSETS Segment assets Investments accounted for using the equity method (refer to note A4) Cash, funding related derivatives and tax assets TOTAL ASSETS LIABILITIES Segment liabilities Financial liabilities, interest-bearing liabilities, funding related derivatives and tax liabilities TOTAL LIABILITIES Acquisitions of non-current assets (includes capital expenditure)1 ENERGY MARKETS INTEGRATED GAS CORPORATE TOTAL CONTINUING OPERATIONS CONTACT ENERGY ASSETS AND LIABILITIES HELD FOR SALE OTHER ASSETS AND LIABILITIES HELD FOR SALE TOTAL ASSETS AND LIABILITIES HELD FOR SALE2 CONSOLIDATED 2017 20163 2017 2016 2017 2016 2017 20163 2017 2016 2017 2016 2017 2016 2017 20163 12,188 12,048 973 4,431 – – – – 5,463 3,609 5,945 4,848 12,188 12,048 10,045 15,224 126 – 790 916 118 – 1,044 1,162 (2,852) (2,834) (565) (1,293) (467) (380) – – (7,633) (6,905) (1,544) (3,387) (2,852) (2,834) (8,198) (8,198) (2,011) (3,767) 13,287 16,597 5,463 4,399 5,945 5,892 23,149 28,434 (3,884) (4,507) (9,177) (10,292) (13,061) (14,799) 276 223 396 383 11 15 683 621 – – – – – – – – – – – – – – – 7 1,696 – 354 2,050 (720) – (720) 113 318 152 1 471 (46) – (46) 25 1,696 318 14,983 16,915 – 354 2,050 (720) – (720) 113 152 1 471 (46) 5,463 4,753 6,097 5,893 25,199 28,905 (4,604) (4,553) – (9,177) (10,292) (46) (13,781) (14,845) 32 796 653 1 The Integrated Gas segment includes $388 million of cash contributions to Australia Pacific LNG. June 2016 cash contributions of $1,544 million to Australia Pacific LNG are not treated as acquisitions as they are accounted for as loans rather than an increase in the Group’s investment. 2 Further details of held for sale amounts are included in note E4. 3 Certain amounts have been restated to reflect adjustments relating to note F12. A1.3 GEOGRAPHICAL INFORMATION Detailed below is revenue based on the location of the customer and non-current assets (excluding derivatives and other financial assets) based on the location of the assets. REVENUE FOR THE YEAR ENDED 30 JUNE Australia Other REVENUE FROM CONTINUING OPERATIONS Australia New Zealand REVENUE FROM DISCONTINUED OPERATIONS TOTAL EXTERNAL REVENUE NON-CURRENT ASSETS AS AT 30 JUNE Australia New Zealand Other TOTAL NON-CURRENT ASSETS1 1 Excludes amounts which are classified as held for sale at 30 June 2016 and 30 June 2017. Refer to note E4. 2017 $MILLION 2016 $MILLION 13,515 131 13,646 318 143 461 11,300 156 11,456 335 383 718 14,107 12,174 15,359 – 39 15,398 18,712 495 43 19,250 ORIGIN ENERGY PAGE TITLE ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS 9696 A2 INCOME INCOME FROM CONTINUING OPERATIONS Revenue2 Net gain on sale of assets Other OTHER INCOME Interest earned from other parties Interest earned on Australia Pacific LNG MRCPS (refer to note E1) INTEREST INCOME3 2017 $MILLION1 2016 $MILLION1 13,646 11,456 167 20 187 2 222 224 25 16 41 2 220 222 1 Excludes amounts classified as discontinued operations at 30 June 2016 and 30 June 2017. Refer to note E4. 2 Revenue from the sale of oil and gas by the Integrated Gas segment is recognised when title to the commodity passes to the customer. Revenue from the sale of electricity and gas by the Energy Markets segment is recognised on delivery of the product. Amount excludes revenue from discontinued operations of $461 million (2016: $718 million restated). Note A1 provides segment revenue. Interest income is recognised as it accrues. 3 KEY ESTIMATE: UNBILLED REVENUE At the end of each period, the volume of energy supplied since a customer’s last bill is estimated in determining the unbilled revenue included in income. This estimation requires judgement and is based on historical customer consumption and payment patterns. Related to this are unbilled network expenses for unread gas and electricity meters, which are estimated based on historical customer consumption patterns and accrued at the end of the reporting period. This is recorded within trade and other payables in the statement of financial position. A3 EXPENSES EXPENSES FROM CONTINUING OPERATIONS Raw materials and consumables used Labour2 Exploration Depreciation and amortisation Impairment of assets (Increase)/decrease in fair value of financial instruments5 Net foreign exchange loss Other3 EXPENSES5 Interest charged by other parties Impact of discounting on long-term provisions Interest expense related to Australia Pacific LNG funding INTEREST EXPENSE Financing costs capitalised4 2017 $MILLION1 2016 $MILLION1 11,099 618 – 344 939 (125) 75 717 13,667 86 3 464 553 2 8,952 691 53 343 141 256 43 743 11,222 56 4 488 548 64 Includes contributions to defined contribution superannuation funds from continuing operations of $61 million (2016: $66 million). Includes operating lease rental expense of $67 million (2016: $79 million) from continuing operations. 1 Excludes amounts classified as discontinued operations at 30 June 2016 and 30 June 2017. Refer to note E4. 2 3 4 Financing costs incurred for the construction of a qualifying asset are capitalised while the asset is being constructed or prepared for use at the rate applicable to the relevant borrowings. Where borrowings are not specific to an asset, financing costs are calculated at an average rate based on the general borrowings of the Group (2017: 4.10 per cent; 2016: 4.40 per cent). 5 Certain comparative amounts have been restated to reflect adjustments relating to note F12. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS A4 RESULTS OF EQUITY ACCOUNTED INVESTEES $MILLION FOR THE YEAR ENDED 30 JUNE 2017 Australia Pacific LNG1 TOTAL Group’s share of Australia Pacific LNG’s items excluded from underlying consolidated profit2 TOTAL EXCLUDING GROUP’S SHARE OF AUSTRALIA PACIFIC LNG’S ITEMS EXCLUDED FROM UNDERLYING CONSOLIDATED PROFIT3 $MILLION FOR THE YEAR ENDED 30 JUNE 2016 Australia Pacific LNG1 Other joint venture entities TOTAL Group’s share of Australia Pacific LNG’s items excluded from underlying consolidated profit2 TOTAL EXCLUDING GROUP’S SHARE OF AUSTRALIA PACIFIC LNG’S ITEMS EXCLUDED FROM UNDERLYING CONSOLIDATED PROFIT3 $MILLION AS AT Australia Pacific LNG1 Other joint venture entities 9797 SHARE OF INTEREST, TAX, DEPRECIATION AND AMORTISATION (ITDA) SHARE OF NET (LOSS)/PROFIT (134) (134) (791) (925) (287) (3) (290) (6) (1,912) (1,912) 1,846 (66) (225) (3) (228) 43 SHARE OF EBITDA (1,778) (1,778) 2,637 859 62 – 62 49 111 (296) (185) EQUITY ACCOUNTED INVESTMENT CARRYING AMOUNT 2017 5,463 – 5,463 2016 5,945 – 5,945 1 Australia Pacific LNG’s summary financial information is separately disclosed in note E1. 2 Detailed further in note E1. 3 Disclosure is provided to enable the reconciliation to share of ITDA of equity accounted investees included in the segment analysis in note A1. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 9898 A5 EARNINGS PER SHARE EARNINGS PER SHARE BASED ON STATUTORY CONSOLIDATED LOSS Basic earnings per share Diluted earnings per share Basic earnings per share from continuing operations Diluted earnings per share from continuing operations Basic earnings per share from discontinued operations Diluted earnings per share from discontinued operations EARNINGS PER SHARE BASED ON UNDERLYING CONSOLIDATED PROFIT1 Underlying basic earnings per share Underlying diluted earnings per share 2017 20162 (126.9) cents (126.9) cents (117.0) cents (117.0) cents (9.9) cents (9.9) cents (39.8) cents (39.8) cents (19.1) cents (19.1) cents (20.7) cents (20.7) cents 31.3 cents 31.2 cents 23.2 cents 23.2 cents 1 Refer to note A1 for a reconciliation of underlying consolidated profit to statutory loss. 2 Certain amounts have been re-presented to separately show those operations classified as discontinued operations and also to reflect adjustments relating to note F12. CALCULATION OF EARNINGS PER SHARE Basic earnings per share Basic earnings per share (EPS) is calculated as loss for the period attributable to the parent entity (2017: $2,226 million loss; 2016: $628 million loss) divided by the average weighted number of shares on issue during the year. Basic earnings per share from continuing operations Basic EPS from continuing operations is calculated as loss for the period from continuing operations attributable to the parent entity (2017: $2,052 million loss; 2016: $302 million loss) divided by the average weighted number of shares (2017: 1,754,489,221; 2016: 1,578,213,157). Diluted underlying earnings per share Diluted underlying EPS represents loss for the period attributable to the parent entity divided by an average weighted number of shares (2017: 1,759,929,408; 2016: 1,580,493,399) which has been adjusted to reflect the number of shares which would be issued if all outstanding options, performance share rights and deferred shares rights were to be exercised (2017: 5,440,187; 2016: 2,280,242). Due to the statutory loss attributable to the parent entity for the years ended 30 June 2016 and 2017, the effect of these instruments and the impact of the share rights issue on these instruments has been excluded in the calculation of diluted EPS and diluted EPS from continuing operations as they would reduce the loss per share. A6 DIVIDENDS The Directors have determined not to pay a final dividend for the year ended 30 June 2017. The following dividends were paid during the year ended 30 June. Nil final dividend (2016: Final dividend of 25 cents per share, unfranked, paid 28 September 2015) Nil interim dividend (2016: Interim dividend of 10 cents per share, unfranked, paid 31 March 2016) DIVIDEND FRANKING ACCOUNT Franking credits available to shareholders of Origin Energy Limited for subsequent financial years are shown below. Australian franking credits available at 30 per cent New Zealand franking credits available at 28 per cent (in NZD) 2017 $MILLION 2016 $MILLION – – – – 304 277 175 452 – 304 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 9999 B OPERATING ASSETS AND LIABILITIES This section provides information on the assets used to generate the Group’s trading performance and the liabilities incurred as a result. B1 TRADE AND OTHER RECEIVABLES The following balances are amounts which are due from the Group’s customers. CURRENT Trade receivables net of allowance for impairment Unbilled revenue net of allowance for impairment Other receivables NON-CURRENT Trade receivables 2017 $MILLION 2016 $MILLION 728 1,193 357 2,278 4 4 632 992 321 1,945 3 3 Trade and other receivables are initially recorded at the amount billed to customers. Unbilled receivables represent estimated gas and electricity services supplied to customers since their previous bill was issued. Trade and other receivables (including unbilled revenue) reflect the amount anticipated to be collected. The collectability of these balances is assessed on an ongoing basis. When there is evidence that an amount will not be collected, it is provided for, and then if recovery is not possible it is written off. If receivables are subsequently recovered, the amounts are credited against other expenses in the income statement when collected. The Group’s customers are required to pay in accordance with agreed payment terms. Depending on the customer segment, settlement terms are generally 14 to 30 days from the date of the invoice. Credit approval processes are in place for large customers. All credit and recovery risk associated with trade receivables has been provided for in the statement of financial position. KEY JUDGEMENTS AND ESTIMATES Recoverability of trade receivables: Judgement is required in determining the level of provisioning for customer debts. Impairment allowances take into account the age of the debt, prevailing economic conditions and historic collection trends. Unbilled revenue: Unbilled gas and electricity revenue is not collectable until customers’ meters are read and invoices issued. Refer to note A2 for judgement applied in determining the amount of unbilled gas and electricity revenue to recognise. The average age of trade receivables is 19 days (2016: 18 days). The ageing of trade receivables that were not impaired at 30 June are shown below. Not yet due 1–30 days past due 31–60 days past due 61–90 days past due 91 days past due The movement in the allowance for impairment in respect of trade receivables and unbilled revenue during the year is shown below. Balance as at 1 July Impairment losses recognised Transfers to held for sale Amounts written off BALANCE AS AT 30 JUNE 2017 $MILLION 2016 $MILLION 500 111 46 23 48 728 87 75 – (52) 110 419 99 32 21 61 632 97 67 (2) (75) 87 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 100100 B2 EXPLORATION, EVALUATION AND DEVELOPMENT ASSETS Balance as at 1 July Additions Exploration expense – continuing operations Exploration expense – discontinued operations Net impairment loss1 Transfers to held for sale2 Transfers to PPE Effect of movements in foreign exchange rates BALANCE AS AT 30 JUNE EXPLORATION AND EVALUATION ASSETS DEVELOPMENT ASSETS 2017 $MILLION 2016 $MILLION 2017 $MILLION 2016 $MILLION 1,932 58 – (64) (1,068) – – – 858 1,894 107 (53) (10) – (9) – 3 1,932 292 – – – – – (292) – – 239 53 – – – – – – 292 1 Reflects impairment of $243 million (tax benefit $73 million) relating to assets subsequently transferred to held for sale and the Browse Basin exploration asset of $825 million (tax benefit $248 million). 2 Relates to amounts classified as held for sale. Refer to note E4. The Group holds a number of exploration permits that are grouped into areas of interest according to geographical and geological attributes. Expenditure incurred in each area of interest is accounted for using the successful efforts method. Under this method all general exploration and evaluation costs are expensed as incurred except the direct costs of acquiring the rights to explore, drilling exploratory wells and evaluating the results of drilling. These direct costs are capitalised as exploration and evaluation assets pending the determination of the success of the well. If a well does not result in a successful discovery, the previously capitalised costs are immediately expensed. The carrying amounts of exploration and evaluation assets are reviewed at each reporting date to determine whether any of the following indicators of impairment are present: – the right to explore has expired, or will expire in the near future, and is not expected to be renewed; – further exploration for and evaluation of resources in the specific area is not budgeted or planned; – the Group has decided to discontinue activities in the area; or – there is sufficient data to indicate the carrying value is unlikely to be recovered in full from successful development or by sale. Where an indicator of impairment exists, the asset’s recoverable amount is estimated and an impairment is recognised in the income statement if required. KEY JUDGEMENT: RECOVERABILITY OF EXPLORATION AND EVALUATION ASSETS Assessment of the recoverability of capitalised exploration and evaluation expenditure requires certain estimates and assumptions to be made as to future events and circumstances, particularly in relation to whether economic quantities of reserves have been discovered. Such estimates and assumptions may change as new information becomes available. If it is concluded that the carrying value of an exploration and evaluation asset is unlikely to be recovered by future exploitation or sale, the relevant amount will be written off to the income statement. Upon approval of the commercial development of a project, the exploration and evaluation asset is classified as a development asset. Once production commences, development assets are transferred to PPE. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS B3 PROPERTY, PLANT AND EQUIPMENT $MILLION 2017 Cost Accumulated depreciation BALANCE AS AT 1 JULY 2016 Additions Disposals Depreciation/amortisation – continuing operations Depreciation/amortisation – discontinued operations Net impairment loss1 Transfers within PP&E Transfers from Development assets Transfers to held for sale2 Effect of movements in foreign exchange rates BALANCE AS AT 30 JUNE 2017 2016 Cost Accumulated depreciation BALANCE AS AT 1 JULY 2015 Additions Disposals Depreciation/amortisation – continuing operations Depreciation/amortisation – discontinued operations Net impairment loss1 Transfers within PP&E Transfers to held for sale2 Effect of movements in foreign exchange rates BALANCE AS AT 30 JUNE 2016 GENERATION PROPERTY, PLANT AND EQUIPMENT OTHER LAND AND BUILDINGS OTHER PLANT AND EQUIPMENT PRODUCING AREAS OF INTEREST CAPITAL WORK IN PROGRESS 4,392 (1,151) 3,241 3,327 94 – (187) – – 7 – – – 3,241 4,327 (1,000) 3,327 3,715 92 (85) (184) – – – (211) – 3,327 79 (37) 42 78 – (9) (3) – (6) – – (17) (1) 42 118 (40) 78 69 15 – (7) – – 1 – – 78 814 (588) 226 1,274 139 (150) (46) (51) (282) 176 – (822) (12) 226 2,944 (1,670) 1,274 1,659 37 – (29) (128) (354) 86 (7) 10 1,274 – – – 559 39 – – (81) (207) – 292 (598) (4) – 1,850 (1,291) 559 738 155 (1) – (133) (137) – (67) 4 559 205 – 205 447 66 (68) – – (15) (183) – (42) – 205 447 – 447 324 219 – – – – (87) (9) – 447 101101 TOTAL 5,490 (1,776) 3,714 5,685 338 (227) (236) (132) (510) – 292 (1,479) (17) 3,714 9,686 (4,001) 5,685 6,505 518 (86) (220) (261) (491) – (294) 14 5,685 1 Reflects impairments of $510 million (tax benefit $153 million) relating to assets held for sale at 30 June 2017. Reflects impairments of $204 million (tax benefit $61 million) relating to BassGas assets, impairment of $111 million (tax benefit $34 million) relating to the Cooper Basin and impairment of $236 million (tax benefit $70 million) relating to the Otway Basin offset by a reversal of prior impairment on the sale of Surat Basin assets of $30 million (tax expense $9 million); and a reversal of prior impairment on New Zealand onshore assets of $30 million (tax expense $9 million) at 30 June 2016. 2 Relates to amounts classified as held for sale. Refer to note E4. PPE is recorded at cost less accumulated depreciation, depletion, amortisation and impairment charges. Cost includes the estimated future cost of required closure and rehabilitation. The carrying amounts of assets are reviewed to determine if there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated and if required, an impairment is recognised in the income statement. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 102102 B3 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) Several different depreciation methodologies are used by the Group. Sub-surface assets relating to producing areas of interest are amortised on a units of production basis. This method applies an average unit depletion cost to current period production. The proved and probable reserves (2P), expenditure to date and an estimate of future development expenditure required to develop those reserves are used to derive the unit depletion cost. Land and capital work in progress are not depreciated. All other assets are depreciated on a straight-line basis over their useful lives. The range of depreciation rates for the current and comparative period for each class of asset are set out below. Generation PPE Other land and buildings Other plant and equipment Producing areas of interest % 1 – 35 0 – 10 1 – 50 1 – 28 At 30 June 2017, the Group reassessed the carrying amounts of its non-current assets for indicators of impairment. Estimates of recoverable amounts are based on an asset’s value in use or fair value less costs to sell (level 3 fair value hierarchy). The recoverable amount of these assets is most sensitive to those assumptions highlighted in the key judgements and estimates below. KEY JUDGEMENTS AND ESTIMATES Recoverability of carrying values: Assets are grouped together into the smallest group of assets that generate largely independent cash inflows (cash generating unit). A Cash Generating Unit’s (CGU) recoverable amount comprises the present value of the future cash flows which will arise from use of the assets. Assessment of a CGU’s recoverable amount requires estimates and assumptions to be made about highly uncertain external factors such as future commodity prices, foreign exchange rates, discount rates, the effects of inflation, climate change policies and the outlook for global or regional market supply-and-demand conditions. In addition, the Group makes estimates and assumptions about reserves, future operating profiles and production costs. Such estimates and assumptions may change as new information becomes available. If it is concluded that the carrying value of a CGU is not likely to be recovered by use or sale, the relevant amount will be written off to the income statement. Estimation of reserves: Conventional reserves are estimates of the amount of product that can be extracted from an area of interest. A range of assumptions are used to estimate economically recoverable 2P reserves. As the economic assumptions change from period to period, and because additional geological information becomes available during the course of operations, estimates of 2P reserves may change from period to period. These changes could impact the asset carrying values, unit of production depletion calculations, restoration provisions and deferred tax balances. Refer note E1.2 for information regarding Australia Pacific LNG’s unconventional reserve estimation policy. Estimation of commodity prices: The Group’s best estimate of future commodity prices is made with reference to internally derived forecast data, current spot prices, external market analysts’ forecasts and forward curves. Where volumes are contracted, future prices reflect the contracted price. Future commodity price assumptions impact the recoverability of carrying values and are reviewed at least annually. Estimation of useful economic lives: A technical assessment of the operating life of an asset requires significant judgement. Useful lives are amended prospectively when a change in those assessments occurs. Restoration provisions: An asset’s carrying value includes the estimated future cost of required closure and rehabilitation activities. Refer to note B5 for key judgement related to restoration provisions. Future downhole costs: The depletion and amortisation calculation for producing areas of interest depends in part on the estimated future downhole expenditure required to develop and extract 2P undeveloped reserves. Changes in future downhole expenditure can therefore impact amortisation recognised. Future expenditure estimates have been based on the proposed development profiles for the fields. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS B4 INTANGIBLE ASSETS Goodwill at cost – Energy Markets Software and other intangible assets at cost less impairment losses Less: Accumulated amortisation Reconciliations of the carrying amounts of each class of intangible asset are set out below. $MILLION Balance as at 1 July 2016 Additions Disposals Amortisation expense – continuing operations Amortisation expense – discontinued operations Transfers to held for sale2 BALANCE AS AT 30 JUNE 2017 BALANCE AS AT 1 JULY 2015 Additions Impairment loss1 Amortisation expense – continuing operations Transfers to held for sale2 BALANCE AS AT 30 JUNE 2016 103103 2017 $MILLION 2016 $MILLION 4,827 1,169 (671) 5,325 GOODWILL SOFTWARE AND OTHER INTANGIBLES 4,827 – – – – – 4,827 4,815 12 – – – 4,827 539 72 (1) (108) (1) (3) 498 666 95 (94) (122) (6) 539 4,827 1,123 (584) 5,366 TOTAL 5,366 72 (1) (108) (1) (3) 5,325 5,481 107 (94) (122) (6) 5,366 1 During the prior period a decision was made to write-off an organisation-wide IT implementation. As a consequence, an impairment charge of $94 million was recognised in the financial statements which reflects the write-off of the intangible asset relating to this project. The intangible assets relating to this project are allocated across the reportable segments, however the impairment is recorded in the Corporate segment. 2 Relates to amounts classified as held for sale. Refer to note E4. Goodwill is stated at cost less any accumulated impairment losses and is not amortised. Software and other intangible assets are stated at cost less accumulated amortisation and impairment losses. Amortisation is recognised as an expense on a straight-line basis over the estimated useful lives of the intangible assets. The average amortisation rate for software and other intangibles (excluding capital work in progress) was 12% (2016: 12%). KEY JUDGEMENT Carrying values of assets: Refer to note B3 for key judgement relating to carrying values of assets. IMPAIRMENT TESTING The recoverable amount of the Energy Markets goodwill has been determined using a value in use model which includes an appropriate terminal value. The key inputs and assumptions in the calculation of value in use are set out below. KEY INPUT/ASSUMPTIONS ENERGY MARKETS Period of cash flow projections Customer numbers and customer churn Either 40 years, or the life of each Generation asset, based on the Group’s five-year business plan. The Energy Markets business is considered a long-term business and as such projection of long-term cash flows is appropriate for a more accurate forecast. The growth rate used to extrapolate cash flow projections beyond the five year plan is 2.5%. Based on review of actual customer numbers and historical data regarding movements in customer numbers and levels of customer churn. The historical analysis is considered against current and expected market trends and competition for customers. Gross margin and other operating costs per customer Based on review of actual gross margins and cost per customer, and consideration of current and expected market movements and impacts. Discount rate Pre-tax discount rate of 10.3 per cent (2016: 8.5 per cent). ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 104104 B5 PROVISIONS $MILLION BALANCE AS AT 1 JULY 2016 Provisions recognised Provisions released Payments/utilisation Transfers to held for sale1 BALANCE AS AT 30 JUNE 2017 Current Non-current RESTORATION OTHER TOTAL 693 67 (84) (3) (496) 177 18 159 177 88 19 (1) (35) (1) 70 38 32 70 781 86 (85) (38) (497) 247 56 191 247 1 Relates to amounts classified as held for sale at 30 June 2017. Refer to note E4. Restoration provisions are initially recognised at the best estimate of the costs to be incurred in settling the obligation. Where restoration activities are expected to occur more than 12 months from the reporting period the provision is discounted using a pre-tax rate that reflects current market assessments of the time value of money. At each reporting date, the restoration provision is remeasured in line with changes in discount rates, and changes to the timing or amount of the costs to be incurred based on current legal requirements and technology. Any changes in the estimated liability in future periods are added to or deducted from the related asset. The unwinding of the discount is recognised in each period as interest expense. KEY ESTIMATE: RESTORATION, REHABILITATION AND DISMANTLING COSTS The Group estimates the cost of future site restoration activities at the time of installation or construction of an asset, or when an obligation arises. Restoration often does not occur for many years and thus significant judgement is required as to the extent of work, cost and timing of future activities. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 105105 2017 $MILLION 2016 $MILLION 58 28 86 91 3,609 3,700 261 51 312 95 4,848 4,943 270 105 375 B6 OTHER FINANCIAL ASSETS AND LIABILITIES OTHER FINANCIAL ASSETS CURRENT Environmental scheme certificates Available-for-sale financial assets NON-CURRENT Available-for-sale financial assets Mandatorily Redeemable Cumulative Preference Shares issued by Australia Pacific LNG (refer to note E1)1 1 The Mandatorily Redeemable Cumulative Preference Shares (MRCPS) were cancelled on 1 July 2016 and replaced with US$2.8 billion of MRCPS and US$0.8 billion capital contribution. OTHER FINANCIAL LIABILITIES CURRENT Environmental scheme surrender obligations Other financial liabilities 276 111 387 Financial assets are recognised (or derecognised) on the date on which the Group commits to purchase (or sell) the asset. The environmental scheme certificates and surrender obligations are initially recorded at cost. Subsequently, they are recorded at their market price (i.e. fair value) where there is an active market. If there is no active market, certificates continue to be recorded at cost. Other financial assets are designated as available-for-sale if they do not have fixed maturities and fixed or determinable payments and are intended to be held for the medium to long term. The Group’s available-for-sale assets are primarily Settlement Residual Agreements. The Group’s other financial liabilities primarily represent the net amount owed for exchange-traded derivative contracts which have not settled as at 30 June 2017. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 106106 C CAPITAL, FUNDING AND RISK MANAGEMENT This section focuses on the Group’s capital structure, and related financing costs. Information is also presented about how the Group manages capital and the various financial risks to which the Group is exposed through its operating and financing activities. C1 INTEREST-BEARING LIABILITIES CURRENT Bank loans – unsecured Capital market borrowings – unsecured Total current borrowings Lease liabilities – secured TOTAL CURRENT INTEREST-BEARING LIABILITIES NON-CURRENT Bank loans – unsecured Capital market borrowings – unsecured TOTAL NON-CURRENT BORROWINGS Lease liabilities – secured TOTAL NON-CURRENT INTEREST-BEARING LIABILITIES 2017 $MILLION 2016 $MILLION 6 126 132 1 133 787 7,588 8,375 7 8,382 8 101 109 1 110 726 8,772 9,498 8 9,506 Interest-bearing liabilities are initially recorded at the amount of proceeds received (fair value) less transaction costs. After that date the liability is amortised to face value at maturity using an effective interest rate method with any gains or losses recognised in the income statement. The contractual maturities of non-current borrowings are as set out below. One to two years Two to five years Over five years TOTAL NON-CURRENT BORROWINGS Lease liabilities Total non-current interest-bearing liabilities 2017 $MILLION 2016 $MILLION 1,044 4,773 2,558 8,375 7 8,382 137 3,935 5,426 9,498 8 9,506 Some of the Group’s borrowings are subject to terms that allow the lender to call on the debt. As at 30 June 2017, these terms had not been triggered. SIGNIFICANT FUNDING TRANSACTIONS In October 2016, the Group amended $4.5 billion of syndicated loan facilities to extend the existing maturity by 34 months to October 2021. The interest cost of the bank loan facilities was increased by 0.2 per cent per annum and flexibility was added with increased USD, bank guarantee and letter of credit drawdown capacity. In October 2015, the Group completed a rights issue of 636,086,881 shares at $4.00 per share. The rights issue was fully underwritten and was completed on 2 October 2015 (Institutional rights offer) and 28 October 2015 (Retail rights offer). The net proceeds from the rights issue of $2.5 billion were used to pay down Group borrowings. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 107107 C2 RISK MANAGEMENT The Group holds or issues financial instruments for the following purposes: – Funding: used to finance the Group’s operating activities. The principal types of instruments include syndicated bank loans, bank guarantee facilities, senior notes, hybrid securities, cash and short-term deposits; – Operating: the Group’s day-to-day business activities generate financial instruments such as cash, trade receivables and trade payables; and – Risk management: to reduce risks arising from the financial instruments described above, the Group holds derivatives such as forward exchange contracts and interest rate swaps (including cross currency). In addition, a range of standard and bespoke financial instruments are held to manage the Group’s exposure to fluctuations in commodity prices. – A number of these financial instruments are recorded at the value that reflects current market conditions, i.e. at fair value. The Group’s methodology for calculating fair value can be found in note C4. – These risks are managed under policies approved by the Board of Directors. The key financial risks to which the Group is exposed are explained further in the following sections. They include: – Credit risk; – Liquidity risk; – Market risk (including foreign exchange and price risk); and – Interest rate risk. C2.1 CREDIT RISK Credit risk is the risk that a counterparty will not fulfil its financial obligations under a contract or other arrangement. In order to manage credit risk the Group has credit limits which determine the level of exposure that it is prepared to accept with respect to counterparties. The Group is exposed to credit risk through its normal operating activities primarily through customer contracts, financing activities (including Mandatorily Redeemable Cumulative Preference Shares), deposits and the collection risk from arrangements entered into to manage financial risk. The Group has Board approved credit risk management policies which allocate credit limits to counterparties based on publicly available credit information from recognised providers where available. Credit policies cover exposures generated from the sale of products and the use of derivative instruments. The Group also utilises International Swaps and Derivative Association (ISDA) agreements with all derivative counterparties in order to limit exposure to credit risk through the netting of amounts receivable from and amounts payable to individual counterparties when a counterparty defaults under the terms of the ISDA. Refer note F8. The carrying amounts of financial assets, which are disclosed in more detail in notes B1, B6 and C5, best represents the Group’s maximum exposure to credit risk at the reporting date. The Group holds no significant collateral as security and there are no other significant credit enhancements in respect of these assets. All financial assets are monitored in order to identify any potential changes in the credit quality. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 108108 C2 RISK MANAGEMENT (CONTINUED) C2.2 LIQUIDITY RISK Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group is exposed to liquidity risk through its ongoing business obligations and its strategy to take advantage of new investment opportunities as they arise and to mitigate against further risks such as lower oil prices. The Group has a capital structure which allows it to support these activities. A key element of this structure is the use of committed undrawn debt facilities. The tables below set out the contractual timing of undiscounted cash flows for derivative and non-derivative financial assets and liabilities at reporting date and include borrowings drawn at reporting date, including interest, and all financial instruments and drawn guarantees. DERIVATIVE FINANCIAL INSTRUMENTS $MILLION Less than one month One to three months Three to 12 months One to five years Over five years NON-DERIVATIVE FINANCIAL INSTRUMENTS2 $MILLION Less than one month One to three months Three to 12 months One to five years Over five years 2017 20161 DERIVATIVE FINANCIAL LIABILITIES DERIVATIVE FINANCIAL ASSETS NET DERIVATIVE FINANCIAL (LIABILITIES)/ ASSETS DERIVATIVE FINANCIAL LIABILITIES DERIVATIVE FINANCIAL ASSETS NET DERIVATIVE FINANCIAL (LIABILITIES)/ ASSETS (8) (18) (492) (584) (514) 30 83 188 1,422 652 22 65 (304) 838 138 (14) (41) (178) (1,119) (406) 22 19 96 1,020 386 8 (22) (82) (99) (20) 2017 2016 OTHER FINANCIAL LIABILITIES OTHER FINANCIAL ASSETS NET OTHER FINANCIAL (LIABILITIES)/ ASSETS OTHER FINANCIAL LIABILITIES OTHER FINANCIAL ASSETS NET OTHER FINANCIAL (LIABILITIES)/ ASSETS (1,485) (691) (2,556) (6,717) (311) 615 1,262 716 2,337 2,312 (870) 571 (1,840) (4,380) 2,001 (1,028) (853) (2,231) (6,765) (2,178) 532 1,044 1,018 3,767 2,521 (496) 191 (1,213) (2,998) 343 The Group manages liquidity risk centrally by monitoring operating cash flow forecasts and the degree of access to debt and equity capital markets. The Group holds a number of debt instruments with varying maturities. The debt portfolio is periodically reviewed to ensure there is funding flexibility and an appropriate repayment profile. The Group has the following committed undrawn floating rate borrowing facilities: Expiring beyond one year 1 Certain amounts have been restated to reflect adjustments relating to note F12. 2 All facilities are deemed to be repaid at the earlier of their contractual maturity date or first call/intended repayment date. 2017 $MILLION 2016 $MILLION 6,407 6,581 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 109109 C2 RISK MANAGEMENT (CONTINUED) C2.3 FOREIGN EXCHANGE (FX) RISK FX risk is the risk that fluctuations in exchange rates will impact the Group’s result. FX risk arises from future commercial transactions (including interest payments and principal debt repayments on foreign currency long-term borrowings, the sale and purchase of oil and gas, LPG, LNG and the purchase of capital equipment), the recognition of assets and liabilities (including foreign receivables and borrowings) and net investments in foreign operations. The Group is mainly exposed to fluctuations in the US dollar and the Euro through its operations (both overseas and in Australia), its financing facilities and through arrangements put in place to manage risk. As at 30 June 2017, after hedging, the Group is exposed to FX risk on receivables of US$553 million (A$719 million). As at 30 June 2016, after hedging, the Group was exposed to FX risk on borrowings of US$2,247 million (A$3,021 million). To manage FX risk the Group uses forward foreign exchange contracts and cross-currency interest rate swaps (both fixed-to-fixed and fixed-to-floating). In certain circumstances borrowings are left in the foreign currency, or hedged from one currency to another, to match payments of interest and principal against expected future business cash flows in that currency. The Group has certain investments in foreign operations whose net assets are exposed to FX translation risk. This currency exposure is managed primarily by borrowing in the currency to which the foreign operation is exposed. Significant transactions undertaken in the normal course of operations which are denominated in a foreign currency are managed on a case-by-case basis. The table below shows the impact of a 10 per cent change in FX rates (holding all other things constant) on profit and equity based solely on the Group’s borrowings and related financial instruments (excluding debt designated as a net investment hedge) existing at the reporting date but does not take into account any mitigating actions that management might take if the rate change occurred. $MILLION 2017 US dollar Euro1 2016 US dollar Euro1 IMPACT ON POST-TAX PROFIT IMPACT ON EQUITY INCREASE DECREASE INCREASE DECREASE (65) 9 189 (5) 69 (9) (184) 5 (74) 17 156 (12) 79 (17) (151) 12 1 Exposure to Euro is a result of ineffectiveness of some fair value hedges that are swapped in AUD. C2.4 COMMODITY PRICE RISK Commodity price risk is the risk that fluctuations in commodity prices will impact the Group’s result. The Group is exposed to fluctuations in prices of electricity, oil, gas and environmental scheme certificates. To manage its price risks the Group utilises a range of financial and derivative instruments including fixed-price swaps, options, futures and fixed price forward purchase contracts. Refer to note C5. The policy for managing price risk permits the active hedging of price and volume exposures within prescribed limits. The full hedge portfolio is tested on an ongoing basis against these limits. The table below shows the impact of a 10 per cent change in commodity prices (holding all other things constant) on profit and equity based solely on the Group’s hedged and unhedged price exposures existing at the reporting date but does not take into account any mitigating actions that management might take if the price change occurred. $MILLION INCREASE DECREASE INCREASE DECREASE IMPACT ON POST-TAX PROFIT IMPACT ON EQUITY 2017 Electricity forward price Oil forward prices Environmental scheme certificate prices 2016 Electricity forward price1 Oil forward prices Environmental scheme certificate prices 1 Certain amounts have been restated to reflect adjustments relating to note F12. 202 9 25 95 – 32 (202) (2) (25) (95) – (32) 238 28 25 113 28 32 (238) (21) (25) (113) (28) (32) ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 110110 C2 RISK MANAGEMENT (CONTINUED) C2.5 INTEREST RATE RISK Interest rate risk is the risk that fluctuations in interest rates affect the Group’s results. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The exposure of the Group’s borrowings (excluding lease liabilities), after hedging, to interest rate changes and the contractual repricing periods at the reporting date are set out below. Variable rate borrowings Fixed interest rate – repricing dates Six months or less Six to twelve months One to five years Over five years 2017 $MILLION 2016 $MILLION 2,838 1,900 742 2,695 332 8,507 3,403 900 – 4,298 1,006 9,607 The Group’s risk management policy is to manage interest rate exposures using Profit at Risk and Value at Risk methodologies. Exposure limits are set to ensure that the Group is not exposed to excess risk from interest rate volatility. The Group manages its cash flow interest rate risk by entering into fixed-rate interest rate swap contracts and fixed-rate debt securities, with rates ranging between 2.25 per cent to 7.91 per cent per annum, at a weighted average rate of 5.29 per cent per annum (2016: 2.25 per cent to 7.91 per cent per annum, at a weighted average rate of 5.14 per cent per annum). Such interest rate swaps have the economic effect of converting borrowings from floating to fixed rates. The Group manages its fair value interest rate risk by using fixed-to-floating interest rate swaps. Where possible these are designated to hedge the interest rate costs associated with underlying debt obligations. The table below shows the effect on profit and equity if interest rates had been 100 basis points higher or lower based on the relevant interest rate yield curve applicable to the underlying currency of the Group’s interest-bearing assets and liabilities. All other variables have been held constant and the impact of any mitigating actions that management might take if the rate change occurred have not been taken into account. $MILLION 2017 Interest rates 2016 Interest rates IMPACT ON POST-TAX PROFIT IMPACT ON EQUITY INCREASE DECREASE INCREASE DECREASE 8 15 (13) (20) 5 14 (10) (19) C3 CAPITAL MANAGEMENT The Group’s objectives when managing capital are to safeguard the ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. To maintain or adjust the capital structure, the Group monitors its current and future funding requirements for at least the next five years and regularly assesses a range of funding alternatives to meet these requirements in advance of when the funds are required. Key factors considered in determining the Group’s capital structure and funding strategy at any point in time include expected operating cash flows, capital expenditure plans, maturity profile of existing debt facilities, dividend policy and the ability to access funding from banks, capital markets, and other sources. The Group monitors its capital requirements through a number of metrics including the gearing ratio. This ratio is calculated as adjusted net debt divided by total capital. Net debt is adjusted to take into account the effect of FX hedging transactions on the Group’s foreign currency debt obligations. The Group maintains a gearing ratio designed to optimise the cost of capital while providing flexibility to fund growth opportunities. The Group also monitors various other credit metrics including funds from operations to net adjusted debt and EBITDA to interest expense. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS C3 CAPITAL MANAGEMENT (CONTINUED) Total interest-bearing liabilities Less: Cash and cash equivalents Net debt Fair value adjustments on FX hedging transactions Adjusted net debt Total equity1 Total capital1 Gearing ratio 111111 2017 $MILLION 2016 $MILLION 8,515 (151) 8,364 (253) 8,111 11,418 19,529 42% 9,616 (146) 9,470 (339) 9,131 14,060 23,191 39% 1 Certain amounts have been restated to reflect adjustments relating to note F12. C4 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The following table summarises the methods that are used to estimate the fair value of the Group’s financial instruments. INSTRUMENT FAIR VALUE METHODOLOGY Financial instruments traded in active markets Forward foreign exchange contracts Commodity option contracts which are regularly traded Long-term debt and other financial assets Commodity swaps and non- exchange traded futures Interest rate swaps and cross currency interest rate swaps Quoted market prices at reporting date. Present value of expected future cash flows using quoted forward exchange rates. Most recent available transaction prices for same or similar instruments. Quoted market prices, dealer quotes for similar instruments, or present value of estimated future cash flows. Present value of expected future cash flows using market forward prices. Present value of expected future cash flows of these instruments. Key variables include market pricing data, discount rates and credit risk of the Group or counterparty where relevant. Variables reflect those which would be used by market participants to execute and value the instruments. Structured electricity derivatives which are not regularly traded and with no observable market price The valuation models for long-term electricity derivatives reflect the fair value of the avoided costs of construction of the physical assets which would be required to achieve an equivalent risk management outcome for the Group. The methodology takes into account all relevant variables including forward commodity prices, physical generation plant variables, the risk-free discount rate and related credit adjustments, and asset lives. The valuation models for short-term electricity derivatives include premiums for lack of volume in the market relative to the size of the instruments being valued. Power purchase arrangement electricity derivatives The discounted cash flow methodology reflects the difference in the contract price and long term forecast electricity pool prices which are not observable in the market. The valuation also requires estimation of forecast electricity volumes, the risk-free discount rate and related credit adjustments. Oil forward structured derivative instrument Valued with reference to the observable market oil forward prices, foreign exchange rates and discount rates. As a result of the structured nature of the instrument, certain risk premium and credit variables utilised in the valuation model are unobservable. Commodity option contracts which are not regularly traded Valued using an established pricing model (such as Monte Carlo or Black-Scholes) to generate potential future cash flow outcomes over the period covered by the option contract. Variables reflect those which would be used by market participants to value the option including commodity price and foreign exchange data, the risk-free discount rate and related credit adjustments. Valuation methodologies are determined based on the nature of the underlying instrument. To the maximum extent possible, valuations are based on assumptions which are supported by independent and observable market data. Where valuation models are used, instruments are discounted at the market interest rate applicable to the instrument. KEY ESTIMATE: FAIR VALUE To estimate the fair value of financial assets and financial liabilities, the Group uses a variety of methods (outlined in the table above) and makes assumptions based on market conditions which exist at each reporting date. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 112112 C4 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (CONTINUED) The following table provides information about the reliability of the inputs used in determining the fair value of financial assets and liabilities carried at fair value. The three levels in the hierarchy reflect the level of independent observable market data used in determining the fair values and are defined as follows: – Level 1: quoted prices (unadjusted) in active markets for identical instruments. – Level 2: other valuation methods for which all inputs that have a significant impact on fair value are observable, either directly (as prices) or indirectly (derived from prices). – Level 3: one or more key inputs for the instrument are not based on observable market data (unobservable inputs). $MILLION NOTE LEVEL 1 LEVEL 2 LEVEL 3 TOTAL 2017 Derivative financial assets Environmental scheme certificates Available-for-sale financial assets FINANCIAL ASSETS CARRIED AT FAIR VALUE Derivative financial liabilities Environmental scheme surrender obligations FINANCIAL LIABILITIES CARRIED AT FAIR VALUE $MILLION 20161 Derivative financial assets Environmental scheme certificates Available-for-sale financial assets FINANCIAL ASSETS CARRIED AT FAIR VALUE Derivative financial liabilities Environmental scheme surrender obligations FINANCIAL LIABILITIES CARRIED AT FAIR VALUE C5 B6 B6 C5 B6 116 58 119 293 (16) (276) (292) 882 – – 882 (842) – (842) 298 – – 298 (751) – (751) 1,296 58 119 1,473 (1,609) (276) (1,885) NOTE LEVEL 1 LEVEL 2 LEVEL 3 TOTAL C5 B6 B6 C5 B6 115 261 146 522 (3) (270) (273) 937 – – 937 (717) – (717) 250 – – 250 (935) – (935) 1,302 261 146 1,709 (1,655) (270) (1,925) The following table shows a reconciliation of movements in the value of instruments included in Level 3 of the fair value hierarchy. BALANCE AS AT 1 JULY 20161 Net gain recognised in other comprehensive income Net loss realised in revenue line Net loss realised in cost of sales Net gain from financial instruments at fair value Cash settlements on existing instruments New instruments in the period BALANCE AS AT 30 JUNE 2017 1 Certain amounts have been restated to reflect adjustments relating to note F12. $MILLION (685) 13 (26) (229) 145 327 2 (453) ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 113113 C4 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (CONTINUED) The following is a summary of the main inputs and assumptions used by the Group in measuring the fair value of level 3 financial instruments. Discount rates: Based on observable market rates for risk-free instruments of the appropriate term. Credit adjustments: Applied to the discount rate depending on the asset/liability position of a financial instrument to reflect the risk of default by either the Group or a specific counterparty. Where a counterparty specific credit curve is not observable, an estimated curve is applied which takes into consideration the credit rating of the counterparty and its industry. Forward commodity prices: Including both observable external market data and internally derived forecast data. For oil derivatives, internally derived data principally relates to the forward price path for Japanese Customs-cleared Crude (JCC) which is not readily observable in the market. The forward curve for JCC is inferred from the observable Brent oil forward curve. For certain long term electricity derivatives, internally derived forecast spot pool prices and renewable energy certificate prices are applied as market prices are not readily observable for the corresponding term. Physical generation plant variables: Variables which would be used in the valuation of physical generation assets with equivalent risk management outcomes including new build capital costs, operating costs and plant efficiency factors. For derivatives related to renewable generation, further assumptions are applied to forecast generation volumes over the life of the instrument. Liquidity premiums: Applied to allow for the lack of volume in the market relative to the size of the instruments being valued. Strike premiums: Applied to allow for instances where instruments have different strike prices to those associated with instruments which have observable market prices. The use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3, a 10 per cent increase or decrease in the unobservable assumptions would have the following effects: $MILLION Electricity derivative assets Electricity derivative liabilities Oil derivative assets 2017 20161 IMPACT ON POST-TAX PROFIT IMPACT ON POST-TAX PROFIT INCREASE DECREASE INCREASE DECREASE 130 138 (1) (130) (138) 1 55 112 (5) (55) (112) 14 1 Certain amounts have been restated to reflect adjustments relating to note F12. GAINS/(LOSSES) ON INITIAL RECOGNITION OF FINANCIAL INSTRUMENTS Any differences between the fair value at initial recognition (transaction price) and the amount that would be determined at that date using the relevant valuation technique are deferred in the statement of financial position and recognised in the income statement over the life of the instrument. The following has been recognised during the year. DERIVATIVE ASSETS Opening balance – gain Change in classification Recognised in the income statement New instruments in the period Closing balance – gain DERIVATIVE LIABILITIES Opening balance – gain Change in classification Recognised in the income statement New instruments in the period Closing balance – gain 2017 $MILLION 72 83 (38) 416 533 282 (83) (7) 182 374 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 114114 C4 FAIR VALUE AND FINANCIAL ASSETS AND LIABILITIES (CONTINUED) Except as noted below, the carrying amounts of financial assets and liabilities are reasonable approximations of their fair values. The Group has the following non-current financial instruments which are not measured at fair value in the statement of financial position. FAIR VALUE HIERARCHY LEVEL CARRYING VALUE FAIR VALUE 2017 $MILLION 2016 $MILLION 2017 $MILLION 2016 $MILLION ASSETS Other financial assets LIABILITIES Bank loans – unsecured Capital markets borrowings – unsecured 2 2 2 3,609 787 7,588 8,375 4,848 726 8,772 9,498 3,115 744 7,959 8,703 5,128 764 8,642 9,406 The fair value of these financial instruments reflect the present value of estimated future cash flows of the instrument. Key variables used to determine the present value include: – market pricing data (for the relevant underlying interest rates, foreign exchange rates or commodity prices); – discount rates; and – the credit risk of the Group or counterparty where appropriate. For these instruments, each of these variables is taken from observed market pricing data at the valuation date and therefore these variables represent those which would be used by market participants to execute and value the instruments. C5 HEDGING AND DERIVATIVES The Group is exposed to risk from movements in foreign exchange and interest rates, and electricity and oil prices. As part of the risk management strategy set out in note C2, the Group holds the following types of derivative instruments: CURRENT Interest rate swaps Cross-currency interest rate swaps Forward foreign exchange contracts Electricity derivatives Oil derivatives Other commodity derivatives NON-CURRENT Interest rate swaps Cross-currency interest rate swaps Forward foreign exchange contracts Electricity derivatives Oil derivatives Other commodity derivatives TOTAL 1 Certain amounts have been restated to reflect adjustments relating to note F12. ASSETS LIABILITIES 2017 $MILLION 2016 $MILLION1 2017 $MILLION 2016 $MILLION1 – – – 184 55 2 241 – 597 – 451 5 2 – 7 – 185 45 – 237 – 738 – 317 9 1 – (229) (1) (58) (12) – (300) (8) (74) (300) (621) (303) (3) (2) – (1) (10) (5) – (18) (35) (347) (286) (688) (281) – 1,055 1,296 1,065 1,302 (1,309) (1,609) (1,637) (1,655) ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 115115 C5 HEDGING AND DERIVATIVES (CONTINUED) Derivatives are initially recognised at fair value on the date they are entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Gains or losses on derivatives which are not designated as hedging instruments are recognised in the income statement and resulted in a $109 million gain in the year ended 30 June 2017 (20161: $254 million loss). This includes an $82 million gain relating to discontinued operations (2016: $10 million loss). The Group designates certain derivatives as either: – hedges of the fair value of recognised assets, liabilities or firm commitments (fair value hedge); – hedges of a particular cash flow risk associated with a recognised asset, liability or highly probable forecast transaction (cash flow hedge); or – hedges of a net investment in a foreign operation (net investment hedge). The Group documents at the inception of these transactions the relationship between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The following table shows the fair value of instruments which have been designated as hedging instruments. Fair value hedges Cash flow hedges Net investment hedges ASSETS LIABILITIES 2017 $MILLION 2016 $MILLION 2017 $MILLION 2016 $MILLION (a) (b) (c) 484 351 – 620 358 – 34 65 – 25 298 1,264 ANALYSIS OF FINANCIAL INSTRUMENTS WHICH HAVE BEEN DESIGNATED AS HEDGING INSTRUMENTS (a) Fair value hedges The Group designates certain cross currency interest rate swaps in fair value hedge relationships. Changes in the fair value of these interest swaps are recorded in the income statement, together with any changes in the fair value of the hedged item. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item for which the effective interest method is used is amortised to profit and loss over the remaining life using a recalculated effective interest rate. The changes in the fair values of the hedged items and hedging instruments recognised in the income statement for the year are disclosed in the following table. (Loss)/gain on the hedging instruments Gain/(loss) on the hedged item attributable to the hedge risk 2017 $MILLION 2016 $MILLION (145) 121 (24) 189 (172) 17 1 Certain amounts have been restated to reflect adjustments relating to note F12. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 116116 C5 HEDGING AND DERIVATIVES (CONTINUED) ANALYSIS OF FINANCIAL INSTRUMENTS WHICH HAVE BEEN DESIGNATED AS HEDGING INSTRUMENTS (CONTINUED) (b) Cash flow hedges The Group designates certain foreign exchange contracts, electricity derivatives, interest rate swaps, cross-currency interest rate swaps and oil derivatives in cash flow hedge relationships. The effective portion of changes in the fair value of these derivatives are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within expenses. Amounts accumulated in equity are transferred to the income statement in the periods when the hedged item affects profit or loss (for instance when the forecast sale that is hedged takes place). When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. Following the announcement to divest the conventional upstream assets (refer note E4), a cash flow hedge was de-designated as the underlying forecast transaction no longer met the highly probable criteria for hedge accounting. The following sets out the amounts recognised in the income statement and equity arising from the Group’s cash flow hedges: Effective portion of the gains on cash flow hedges recognised in the cash flow hedge reserve (pre-tax) Losses transferred from the cash flow hedge reserve to sales Losses transferred from the cash flow hedge reserve to cost of sales (Losses)/gains transferred from the cash flow hedge reserve to decrease in fair value of financial instruments Gains transferred from the cash flow hedge reserve to finance cost Ineffectiveness gains recognised in the income statement from cash flow hedges 246 (77) (319) (198) 60 (534) 6 550 (151) (136) 30 60 (197) 4 (c) Net investment and hedge of net investment in foreign operations The Group designates certain foreign denominated borrowings in net investment hedge relationships. Exchange differences arising from the translation of the net investment in foreign operations, and of related hedges that are deemed effective, are recognised in other comprehensive income and presented in the foreign currency translation reserve within equity (2017: $nil; 2016: $36 million loss). They are released to the income statement upon disposal of the foreign operation. The ineffectiveness recognised in the income statement from net investment hedges for the year to 30 June 2017 totalled $nil (2016: $nil). The different types of derivatives used by the Group are set out below along with details of their key attributes. (d) Types of derivatives Interest rate swaps At 30 June 2017, the fixed interest rates varied from 2.25 per cent to 2.84 per cent (2016: 2.25 per cent to 3.33 per cent) and the main floating rate was the Bank Bill Swap Benchmark (BBSW). The hedged interest payment transactions are expected to impact profit at various dates between one month and six years from the reporting date. Cross-currency interest rate swaps At 30 June 2017, the fixed interest rates varied from 3.30 per cent to 7.91 per cent (2016: 2.50 per cent to 7.91 per cent) and the main floating rates were BBSW and US LIBOR. The hedged interest payment transactions are expected to impact profit at various dates between one month and six years from the reporting date. Forward foreign exchange contracts The hedged foreign currency denominated transactions are expected to impact profit at various dates between one month and six years from the reporting date. Electricity derivatives The hedged electricity purchase and sale transactions are expected to impact profit continuously for each half hour period throughout the next 14 years from the reporting date. Oil derivatives The hedged oil sale and purchase transactions are expected to impact profit continuously throughout the next three years from the reporting date. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS C6 SHARE CAPITAL AND RESERVES ISSUED AND PAID-UP CAPITAL 1,755,333,517 (2016: 1,753,335,764) ordinary shares, fully paid ORDINARY SHARE CAPITAL AT THE BEGINNING OF THE PERIOD Shares issued: – Nil (2016: 636,086,881) shares under a rights issue – Nil (2016: 6,483,666) shares in accordance with the Dividend Reinvestment Plan – 1,997,753 (2016: 1,136,313) shares in accordance with the Long Term Incentive Plans1 TOTAL MOVEMENTS IN ORDINARY SHARE CAPITAL ORDINARY SHARE CAPITAL AT THE END OF THE PERIOD 1 Relates to shares that have not yet vested. 117117 2017 $MILLION 2016 $MILLION 7,150 7,150 – – – – 7,150 7,150 4,599 2,509 42 – 2,551 7,150 TERMS AND CONDITIONS Holders of ordinary shares are entitled to receive dividends as determined from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of the winding up of the Group, ordinary shareholders rank after creditors, and are fully entitled to any proceeds of liquidation. The Group does not have authorised capital or par value in respect of its issued shares. NATURE AND PURPOSE OF RESERVES Share-based payments reserve The share-based payments reserve is used to recognise the fair value of options, performance share rights and deferred share rights over their vesting period. Refer to note F3. Foreign currency translation reserve The foreign currency translation reserve records the foreign currency differences arising from the translation of foreign operations, and the translation of transactions that hedge the Group’s net investments in foreign operations. Hedging reserve The hedging reserve is used to record the effective portion of the gains or losses on cash flow hedging instruments that have not yet settled. Amounts are recognised in profit or loss when the associated hedged transactions affect profit or loss or as part of the cost of an asset if non-monetary. Available-for-sale reserve Changes in fair value and exchange differences arising on translation of investments are taken to the available-for-sale reserve. Amounts are recognised in profit or loss when the associated investments are sold/settled or impaired. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 118118 C7 OTHER COMPREHENSIVE INCOME $ MILLION 2017 Items that will not be reclassified to the income statement Actuarial loss on defined benefit superannuation plan, net of tax Items that may be reclassified to the income statement Foreign currency translation differences for foreign operations Net loss on cash flow hedges (refer note C5(b)) Available-for-sale financial assets – valuation loss taken to equity, net of tax TOTAL OTHER COMPREHENSIVE INCOME $MILLION 2016 Items that will not be reclassified to the income statement Actuarial gain on defined benefit superannuation plan, net of tax Items that may be reclassified to the income statement Foreign currency translation differences for foreign operations Net loss on hedge of net investment in foreign operations Net gain on cashflow hedges Available-for-sale financial assets – valuation gain taken to equity, net of tax TOTAL OTHER COMPREHENSIVE INCOME FOREIGN CURRENCY TRANSLATION RESERVE HEDGING RESERVE AVAILABLE- FOR-SALE RESERVE RETAINED EARNINGS NON- CONTROLLING INTERESTS TOTAL OTHER COMPREHENSIVE INCOME – – (200) – – (200) (200) – – 82 (18) – – 64 64 – – – (202) – (202) (202) – – – – 247 – 247 247 – – – – (41) (41) (41) – – – – – 6 6 6 1 1 – – – – 1 – – – – – – – – – – – – – – – – – (2) – – – (2) (2) 1 1 (200) (202) (41) (443) (442) – – 80 (18) 247 6 315 315 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS D TAXATION This section provides details of the Group’s income tax expense, current tax provision and deferred tax balances and the Group’s tax accounting policies. 119119 D1 INCOME TAX EXPENSE INCOME TAX Current tax expense/(benefit) Deferred tax benefit Under provided in prior years Tax effect of PPAs adjustment (refer to note F12) TOTAL INCOME TAX BENEFIT INCOME TAX BENEFIT ATTRIBUTABLE TO: (Loss)/profit from continuing operations Loss from discontinued operations RECONCILIATION BETWEEN TAX EXPENSE AND PRE-TAX NET PROFIT Loss from continuing operations before income tax Loss from discontinued operations before income tax Income tax using the domestic corporation tax rate of 30 per cent (2016: 30 per cent) Prima facie income tax expense on pre-tax accounting profit: – at Australian tax rate of 30 per cent – adjustment for difference between Australian and overseas tax rates INCOME TAX BENEFIT ON PRE-TAX ACCOUNTING PROFIT AT STANDARD RATES INCREASE/(DECREASE) IN INCOME TAX EXPENSE DUE TO: Impairment expense not recoverable Write-off exploration expense Sale of Contact Energy Capital loss recognition Recognition of change in net tax loss position Recognition of cost base on disposal of entities Reset of tax bases on consolidation of Uranquinty into tax group Share of results of equity accounted investees Tax benefit on translation of foreign denominated tax balances Other Under provided in prior years TOTAL INCOME TAX BENEFIT DEFERRED TAX MOVEMENTS RECOGNISED DIRECTLY IN OTHER COMPREHENSIVE INCOME (INCLUDING FOREIGN CURRENCY TRANSLATION) Financial instruments at fair value Property, plant and equipment Provisions Other items 1 Certain amounts have been restated to reflect adjustments relating to note F12. 2017 $MILLION 2016 $MILLION1 77 (158) 5 – (76) (26) (50) (76) (2,075) (224) (2,299) (690) 5 (685) 28 – – (40) 21 17 – 574 (3) 7 604 5 (76) (103) (4) 2 – (105) (13) (116) 3 (17) (143) 17 (160) (143) (279) (479) (758) (228) 15 (213) 23 13 (3) (30) – – (9) 65 (3) 11 67 3 (143) 98 (28) – 8 78 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 120120 D1 INCOME TAX EXPENSE (CONTINUED) The Company and its wholly-owned Australian resident entities, which met the membership requirements, formed a tax-consolidated group with effect from 1 July 2003. The head entity within the tax-consolidated group is Origin Energy Limited. Tax funding arrangement amounts are recognised as inter-entity amounts. Income tax expense is made up of current tax expense and deferred tax expense. Current tax expense represents the expected tax payable on the taxable income for the year, using current tax rates and any adjustment to tax payable in respect of previous years. Deferred tax expense reflects the temporary differences between the accounting carrying amount of an asset or liability in the statement of financial position and its tax base. KEY JUDGEMENTS Tax balances: Tax balances reflect a current understanding and interpretation of existing tax laws. Uncertainty arises due to the possibility that changes in tax law or other future circumstances can impact the tax balances recognised in the financial statements. Ultimate outcomes may vary. Deferred taxes: The recognition of deferred tax balances requires judgement as to whether it is probable such balances will be utilised and/or reversed in the foreseeable future. Petroleum Resource Rent Tax (PRRT): The PRRT applies to all Australian onshore oil and gas projects, including coal seam gas projects. The application of PRRT legislation involves significant judgement around the taxing point of projects, the transfer price used for determining PRRT income, and the measurement of the Starting Base on transition of existing permits, production licences and retention leases into the PRRT regime. In assessing the recoverability of deferred tax assets, estimates are required in respect of future augmentation (escalation) of expenditure, the sequence in which current and future deductible amounts are expected to be utilised, and the probable cash flows used in determining the recoverability of deferred tax assets. Income tax expense recognised in other comprehensive income $MILLION Available for sale assets: Valuation (loss)/gain taken to equity Cash flow hedges: Reclassified to income statement Effective portion of change in fair value Net loss on hedge of net investment in foreign operations Foreign currency translation differences for foreign operations Actuarial gain on defined benefit superannuation plan OTHER COMPREHENSIVE INCOME FOR THE PERIOD GROSS 2017 TAX NET GROSS 2016 TAX NET (58) 17 (41) 9 (3) 6 (534) 246 – (200) 2 (544) 160 (74) – – (1) 102 (374) 172 – (200) 1 (442) (197) 550 (29) 80 – 413 59 (165) 11 – – (98) (138) 385 (18) 80 – 315 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 121121 D2 DEFERRED TAX Deferred tax balances arise when there are temporary differences between accounting carrying amounts and the tax bases of assets and liabilities, other than for the following: – where the difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither the accounting profit nor taxable profit or loss; – where temporary differences relate to investments in subsidiaries, associates and interests in joint arrangements to the extent the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and – where temporary differences arise on initial recognition of goodwill. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced if it is no longer probable that the related tax benefit will be realised. Movement in temporary differences during the year ASSET/(LIABILITY) $MILLION 1 JULY 20152 RECOGNISED IN INCOME2 RECOGNISED IN EQUITY TRANSFERS TO HELD FOR SALE1 30 JUNE 20162 RECOGNISED IN INCOME RECOGNISED IN EQUITY TRANSFERS TO HELD FOR SALE1 30 JUNE 2017 Accrued expenses not incurred for tax Employee benefits Acquired environmental scheme certificate purchase obligations Acquired energy purchase obligations Provisions Tax value of carry-forward tax losses recognised Property, plant and equipment Exploration and evaluation assets Financial instruments at fair value APLNG MRCPS elimination (refer note E1.2) Business related costs (deductible under s.40-880 ITAA97) Other items NET DEFERRED TAX ASSETS 5 79 8 17 239 138 (467) (356) 347 22 1 5 38 2 (9) (2) (8) 30 25 89 (102) 21 28 20 39 – – – – – 1 28 – (98) – – (9) – – – – (5) 7 70 6 9 264 (4) (1) (2) (7) (12) – 164 (154) (11) (361) 15 (443) 186 273 – – – – (2) (1) 4 – – (7) 3 62 – 4 – (149) 2 101 – 9 (249) (420) 85 (85) 270 (125) 103 – – – – 50 21 35 92 3 2 (1) – – 1 – – – – 248 53 23 35 35 1 Relates to amounts classified as held for sale at 30 June 2016 and 30 June 2017. Refer to note E4. 2 Certain amounts have been re-presented to reflect adjustments relating to note F12. 133 (78) (1) 158 105 (320) ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 122122 D2 DEFERRED TAX (CONTINUED) UNRECOGNISED DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets have not been recognised in respect of the following items: Revenue losses Capital losses Petroleum resource rent tax, net of income tax1 Acquisition transaction costs Investment in joint ventures Intangible assets Deferred tax liabilities have not been recognised in respect of the following items: Investment in Australia Pacific LNG2 2017 $MILLION 2016 $MILLION 53 2 2,459 57 67 8 2,646 33 33 2,083 57 39 24 2,269 (1,190) (1,190) (1,817) (1,817) 1 PRRT is considered, for accounting purposes, to be a tax based on income under AASB 112 Income Taxes. Accordingly, any current and deferred PRRT expense is measured and disclosed on the same basis as income tax. The application of PRRT legislation relies on a forecast of future years expenditure in order to determine whether the utilisation of the PRRT base will be required. As the forecast indicates that no utilisation is required, no deferred tax asset has been recognised with respect to PRRT in these financial statements. 2 A deferred tax liability has not been recorded in respect of the investment in Australia Pacific LNG as the Group is able to control the timing of the reversal of the temporary difference through its voting rights and it is not expected that the temporary difference will reverse in the foreseeable future. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 123123 E GROUP STRUCTURE The following section provides information on the Group’s structure and how this impacts the results of the Group as a whole, including details of joint arrangements, controlled entities, transactions with non-controlling interests and changes made to the Group structure during the year. E1 JOINT ARRANGEMENTS Joint arrangements are those entities over whose activities the Group has joint control, established by contractual agreement and require consent of two or more parties for strategic, financial and operating decisions. The Group classifies its interests in joint arrangements as either joint operations or joint ventures depending on its rights to the assets and obligations for the liabilities of the arrangements. E1.1 INTERESTS IN JOINT VENTURES Interests in joint ventures are initially recognised at cost and are subsequently adjusted for changes in the Group’s share of the joint venture’s net assets. JOINT VENTURE ENTITY REPORTING DATE COUNTRY OF INCORPORATION Australia Pacific LNG Pty Ltd1 Energia Andina S.A.2 Energia Austral SpA3 KUBU Energy Resources (Pty) Limited OTP Geothermal Pte Ltd4 PNG Energy Developments Limited Venn Energy Trading Pte Limited 30 June 31 December 31 December 30 June 31 December 31 December 31 March Australia Chile Chile Botswana Singapore PNG Singapore OWNERSHIP INTEREST (%) 2017 37.5 49.9 34.0 50.0 – 50.0 50.0 2016 37.5 49.9 34.0 50.0 50.0 50.0 50.0 1 Australia Pacific LNG is a separate legal entity. Operating, management and funding decisions require the unanimous support of the Foundation Shareholders, which includes the Group and ConocoPhillips. Accordingly, joint control exists and the Group has classified the investment in Australia Pacific LNG as a joint venture. 2 Energia Andina S.A. is a separate legal entity. Key decisions require super majority (four directors) approval, with the Group entitled to appoint two of the five directors. As a consequence joint control exists and the Group has classified the investment as a joint venture. 3 Energia Austral SpA is a separate legal entity. Key decisions require super majority (four directors) approval, with the Group entitled to appoint two of the five directors. As a consequence joint control exists and the Group has classified the investment as a joint venture. The Group’s ownership interest can change between reporting periods when equity contributions are made to the joint venture. 4 OTP Geothermal Pte Ltd is a separate legal entity. On 16 August 2016, the Group sold its interest in OTP Geothermal Pte Ltd. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 124124 E1 JOINT ARRANGEMENTS (CONTINUED) E1.2 INVESTMENT IN AUSTRALIA PACIFIC LNG PTY LTD Australia Pacific LNG’s second LNG train commenced production during the period, with revenue recognition for the second train commencing in November 2016. A summary of Australia Pacific LNG’s financial performance and its financial position for the periods ended 30 June 2017 and 30 June 2016 follows. 2017 2016 ORIGIN INTEREST TOTAL APLNG ORIGIN INTEREST $MILLION Operating revenue Operating expenses EBITDA Depreciation and amortisation expense Interest income Interest expense Income tax benefit UNDERLYING RESULT FOR THE PERIOD Elimination of MRCPS depreciation1 TOTAL UNDERLYING RESULT FOR THE PERIOD ITEMS EXCLUDED FROM SEGMENT RESULT: Impairment of non-current assets Net foreign exchange loss Tax expense on translation of foreign denominated tax balances Pre-production costs not able to be capitalised Restructure costs TOTAL ITEMS EXCLUDED FROM SEGMENT RESULT TOTAL APLNG 3,754 (1,465) 2,289 (1,614) 3 (955) 87 (190) – (190) (4,922) – – – – (4,922) 859 (71) 5 (66) (1,846) – – – – (1,846) NET LOSS FOR THE PERIOD Other comprehensive income TOTAL COMPREHENSIVE INCOME (5,112) (1,912) – – (5,112) (1,912) 880 (585) 295 (700) 5 (296) 209 (487) – (487) – (7) (23) (75) (9) (114) (601) 95 (506) 111 (182) – (182) – (3) (9) (28) (3) (43) (225) 36 (189) 1 During project construction, interest paid by Australia Pacific LNG (APLNG) to the Group on Mandatorily Redeemable Cumulative Preference Shares (MRCPS) was capitalised by APLNG. These capitalised interest amounts in APLNG now form part of the cost of APLNG’s assets and these assets have been depreciated since commencement of operations. During the project construction period, when the Group received interest on the MRCPS from APLNG, it recorded the interest as income after eliminating a proportion of this interest which related to its ownership interest in APLNG. When the Group now takes up its share of APLNG’s net profit after tax (NPAT) the result contains an element of depreciation relating to this capitalised interest. As these amounts were previously eliminated by the Group against its investment at the time the interest was received, an adjustment is made to reverse the impact of this depreciation on APLNG NPAT. Impairment of investment for the year ended 30 June $MILLION Share of Australia Pacific LNG impairment of non-current assets 2017 1,846 2016 – ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 125125 E1 JOINT ARRANGEMENTS (CONTINUED) E1.2 INVESTMENT IN AUSTRALIA PACIFIC LNG PTY LTD (CONTINUED) Impairment of investment (continued) The carrying amount of the Group’s equity accounted investment in Australia Pacific LNG (APLNG) is reviewed at each reporting date to determine whether there is any indication of impairment. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made. APLNG has performed its own impairment assessment and determined that an impairment of US$5,238 million (A$7,031 million) pre- tax for the period should be recognised (US$2,888 million or A$3,927 million pre-tax having already been recorded at 31 December 2016). As a result, the Group has taken up its 37.5% share (A$1,846 million post-tax) of the impairment recognised by APLNG. This is recorded within the results from equity accounted investees in the income statement. The Group’s own assessment of the carrying value of its equity accounted investment in APLNG identified no additional impairment. The Group’s share of the impairment recognised by APLNG is due to a change in a number of assumptions but principally reduced oil prices and a significant increase in USD interest rates impacting APLNG’s underlying risk free and base rates. The APLNG valuation is determined based on an assessment of fair value less costs of disposal (based on level 3 fair value hierarchy). Key assumptions in APLNG’s valuation are reserves, future production profiles, commodity prices, operating costs and any future development costs necessary to produce the reserves. Estimated unconventional reserve quantities in APLNG are based upon interpretations of geological and geophysical models and assessment of the technical feasibility and commercial viability of producing the reserves. Reserve estimates are prepared which conform to guidelines prepared by the Society of Petroleum Engineers. These assessments require assumptions to be made regarding future development and production cost, commodity prices, exchange rates and fiscal regimes. The estimates of reserves may change from period to period as the economic assumptions used to estimate the reserves can change from period to period, and as additional geological data is generated during the course of operations. Estimated reserve quantities include a Probabilistic Resource Assessment approach. Estimates of future commodity prices are based on APLNG’s best estimate of future market prices with reference to external industry and market analysts’ forecasts, current spot prices and forward curves. Future commodity prices for impairment testing are reviewed 6 monthly. Where volumes are contracted, future prices are based on the contracted price. Oil prices (Brent oil Nominal, US$/bbl) used by APLNG in its impairment assessment are set out below. 30 June 2017 1 Escalated at 2.1% from 2022. 2017 49 2018 51 2019 59 2020 67 2021 71 20221 74 Forecasts of the foreign exchange rate for foreign currencies, where relevant, are estimated with reference to observable external market data and forward values, including analysis of broker and consensus estimates. The future estimated AUD/USD rates applied by APLNG are represented below: 30 June 2017 2017 0.77 2018 0.77 2019 0.76 2020 0.76 2021 0.75 2022 0.74 The pre-tax discount rate, determined as APLNG’s weighted average cost of capital, adjusted for risks where appropriate, that has been applied is 10.1% (30 June 2016: 9.0%). In the event that future circumstances vary from these assumptions, the recoverable amount of the investment could change materially and result in further impairment losses or the reversal of previous impairment losses. Impairment sensitivity The calculation of fair value less costs of disposal for APLNG is most sensitive to changes in oil price, discount rates and the AUD/USD foreign exchange rate. Key accounting judgements and estimates used in forming the valuation are disclosed on the previous page. Reasonably possible changes in circumstances will affect assumptions and the estimated fair value of Origin’s investment in APLNG. As the recoverable amount of APLNG equals its carrying value, any adverse movements in key assumptions, in isolation, will lead to further impairment. These reasonably possible changes include: – A decrease in oil prices of USD$1/bbl, which in isolation would lead to a decrease of US$380 million in the valuation; and – An increase in the discount rate of 0.25% in isolation or an increase in the AUD/USD FX rate of 2.5 cents in isolation from the rates assumed in the valuation would lead to a similar decrease as noted for oil above. Changes in any of the aforementioned assumptions may be accompanied by changes in other assumptions which may have an offsetting impact. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 126126 E1 JOINT ARRANGEMENTS (CONTINUED) E1.2 INVESTMENT IN AUSTRALIA PACIFIC LNG PTY LTD (CONTINUED) Summary statement of financial position of Australia Pacific LNG $MILLION Cash and cash equivalents Other current assets CURRENT ASSETS Receivables from shareholders Property, plant and equipment Exploration, evaluation and development assets Other non-current assets NON-CURRENT ASSETS TOTAL ASSETS Bank loans – secured Other current liabilities CURRENT LIABILITIES Bank loans – secured Payable to shareholders Other non-current liabilities NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS Group’s interest of 37.5 per cent of APLNG net assets Group’s own costs Mandatorily Redeemable Cumulative Preference Shares elimination1 INVESTMENT IN AUSTRALIA PACIFIC LNG PTY LTD 2017 747 677 1,424 333 33,853 351 2,425 36,962 38,386 927 915 1,842 9,532 9,624 2,413 21,569 23,411 14,975 2016 286 584 870 – 40,011 1,354 379 41,744 42,614 360 890 1,250 10,742 12,927 1,463 25,132 26,382 16,232 2017 $MILLION 2016 $MILLION 5,615 25 (177) 5,463 6,087 25 (167) 5,945 1 The Mandatorily Redeemable Cumulative Preference Shares (MRCPS) are recognised as a financial asset by the Group and the MRCPS dividend is recognised as interest revenue in the Group’s income statement. The proportion attributable to the Group’s own interest (37.5 per cent) is eliminated through the equity accounted investment balance as Australia Pacific LNG has capitalised a portion of interest expense associated with the MRCPS. In calculating Origin’s return on capital employed, an adjustment is made to the carrying value of the Australia Pacific LNG equity accounted investment as noted below. Investment in Australia Pacific LNG Pty Ltd Less: Non-cash fair value uplift1 ADJUSTED INVESTMENT IN AUSTRALIA PACIFIC LNG PTY LTD 2017 $MILLION 2016 $MILLION 5,463 (30) 5,433 5,945 (1,923) 4,022 1 Non-cash fair value uplift represents the increase in Origin's equity accounted investment in Australia Pacific LNG arising from the partly paid shares issued by Australia Pacific LNG Pty Ltd to ConocoPhillips (CoP) in October 2009 and the dilution impact of subsequent share issues by Australia Pacific LNG Pty Ltd to Sinopec (August 2011 and July 2012). In the initial years, Origin was not required to make an equivalent contribution and instead recorded a non-cash fair value uplift to its investment in Australia Pacific LNG. The amount has been reduced by the $1,846 million impairment during the period. The equity contributions made by CoP and Sinopec to Australia Pacific LNG were used to fund construction of the LNG project assets, which will be depreciated over their useful lives (approximately 30 years). In each period Origin’s equity accounted share of Australia Pacific LNG’s earnings will include a depreciation charge referrable to the non-cash fair value uplift. When these earnings are reflected in Origin’s investment balance this depreciation amount will reduce the remaining balance of the non-cash fair value uplift. The 30 June 2017 balance includes an estimated depreciation charge of $47 million (30 June 2016: $22 million) associated with the non-cash fair value uplift described above. Australia Pacific LNG is subject to the Petroleum Resource Rent Tax legislation and has an unrecognised deferred tax asset balance of $5,377 million (100 per cent Australia Pacific LNG) at 30 June 2017 (30 June 2016: $3,747 million). Any future recognition of this balance by Australia Pacific LNG will result in an increase in the Group’s equity accounted investment in Australia Pacific LNG, rather than a deferred tax asset, as the Group equity accounts its 37.5 per cent interest. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 127127 E1 JOINT ARRANGEMENTS (CONTINUED) E1.3 TRANSACTIONS BETWEEN THE GROUP AND AUSTRALIA PACIFIC LNG PTY LTD The Group provides services to Australia Pacific LNG including corporate services, upstream operating services related to the development and operation of Australia Pacific LNG’s natural gas assets, and marketing services relating to coal seam gas (CSG). The Group incurs costs in providing these services and charges Australia Pacific LNG for them in accordance with the terms of the contract governing those services. Separately, the Group has entered agreements with Australia Pacific LNG to purchase gas (2017: $255 million; 2016: $296 million) and the Group sells gas to Australia Pacific LNG (2017: $66 million; 2016: $41 million). At 30 June 2017, the Group’s outstanding payable balance for purchases from Australia Pacific LNG was $nil (2016: $27 million) and outstanding receivable balance for sales to Australia Pacific LNG was $3 million (2016: $1 million). The Group has invested in Mandatorily Redeemable Cumulative Preference Shares (MRCPS) issued by Australia Pacific LNG. The MRCPS existing at 1 July 2016 were cancelled and replaced with US$2.8 billion of MRCPS and US$0.8 billion capital contribution. The MRCPS are the mechanism by which the funding for the CSG to LNG Project has been provided by the shareholders of Australia Pacific LNG in proportion to their ordinary equity interests. The MRCPS have a fixed rate dividend obligation based on the relevant observable market interest rates and estimated credit margin at the date of issue. The dividend is paid twice per annum. The mandatory redemption date for the MRCPS is 30 June 2026. The financial asset (loan) reflecting these MRCPS was $3,609 million as at 30 June 2017 (2016: $4,848 million). Dividends received are recognised as interest. Refer to note A2. The carrying value of the financial asset at 30 June 2017, as disclosed in note B6, reflects the Group’s view that Australia Pacific LNG will utilise cash flows generated from export operations to redeem the MRCPS for their full issue price prior to their mandatory redemption date. There are no conditions existing at the reporting date which indicate that Australia Pacific LNG will be unable to repay the full carrying value. Accordingly the financial asset/(loan) is valued at amortised cost and reflects the cash provided to Australia Pacific LNG. E1.4 INTERESTS IN UNINCORPORATED JOINT OPERATIONS The Group’s interests in unincorporated joint operations are brought to account on a line-by-line basis in the income statement and statement of financial position. These interests are held on the following assets whose principal activities are oil and/or gas exploration, development and production, power generation and geothermal power technology: – Cooper Basin – Otway Basin – Bass Basin – Perth Basin – Bonaparte Basin – Surat Basin – Browse Basin – Taranaki Basin – Canterbury Basin – Worsley Power Plant – Beetaloo Basin – Geodynamics E2 BUSINESS COMBINATIONS There were no significant business combinations during the years ended 30 June 2017 and 30 June 2016. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 128128 E3 CONTROLLED ENTITIES The financial statements of the Group include the consolidation of Origin Energy Limited and controlled entities. Controlled entities are the following entities controlled by the parent entity (Origin Energy Limited): INCORPORATED IN 2017 OWNERSHIP INTEREST PER CENT 2016 OWNERSHIP INTEREST PER CENT Origin Energy Limited Origin Energy Finance Limited Huddart Parker Pty Limited < Origin Energy NZ Share Plan Limited FRL Pty Ltd < B.T.S. Pty Ltd < Origin Energy Power Limited < Origin Energy SWC Limited < BESP Pty Ltd Origin Energy Walloons Transmissions Pty Limited Origin Energy Eraring Pty Limited < Origin Energy Eraring Services Pty Limited < Darling Downs Solar Farm Pty Ltd Darling Downs Solar Farm Operating Holding Pty Ltd Darling Downs Solar Farm Asset Holding Pty Ltd Darling Downs Solar Farm Asset Pty Ltd Darling Downs Solar Farm Operating Pty Ltd Origin Energy Upstream Holdings Pty Ltd Origin Energy B2 Pty Ltd Origin Energy Upstream Operator Pty Ltd Origin Energy Upstream Operator 2 Pty Ltd Origin Energy Holdings Pty Limited < Origin Energy Retail Limited < Origin Energy (Vic) Pty Limited < Gasmart (Vic) Pty Ltd < Origin Energy (TM) Pty Limited < Cogent Energy Pty Ltd Origin Energy Retail No. 1 Pty Limited Origin Energy Retail No. 2 Pty Limited Horan & Bird Energy Pty Ltd Origin Energy Electricity Limited < Eraring Gentrader Depositor Pty Limited Sun Retail Pty Ltd < OE Power Pty Limited < Origin Energy Uranquinty Power Pty Ltd < Origin Energy Mortlake Terminal Station No. 1 Pty Limited Origin Energy Mortlake Terminal Station No. 2 Pty Limited Origin Energy PNG Ltd # Origin Energy PNG Holdings Limited # Origin Energy Tasmania Pty Limited < The Fiji Gas Co Ltd Origin Energy Contracting Limited < Origin Energy LPG Limited < Origin (LGC) (Aust) Pty Limited < Origin Energy SA Pty Limited < Hylemit Pty Limited Origin Energy LPG Retail (NSW) Pty Limited Origin Energy WA Pty Limited < Origin Energy Services Limited < OEL US Inc. Origin Energy NSW Pty Limited < NSW Vic Vic NZ WA WA SA WA Vic Vic NSW NSW NSW NSW NSW NSW NSW Vic Vic Vic Vic Vic SA Vic Vic Vic Vic Vic Vic Qld Vic Vic Qld Vic Vic Vic Vic PNG PNG Tas Fiji Qld NSW NSW SA Vic NSW WA SA USA NSW 100 100 100 100 100 100 100 100 – 100 100 – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 66.7 100 100 51 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – – – – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 66.7 100 100 51 100 100 100 100 100 100 100 100 100 100 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS E3 CONTROLLED ENTITIES (CONTINUED) Origin Energy Asset Management Limited < Origin Energy Pipelines Pty Limited < Origin Energy Pipelines (SESA) Pty Limited Origin Energy Pipelines (Vic) Holdings Pty Limited < Origin Energy Pipelines (Vic) Pty Limited < Origin LPG (Vietnam) LLC Origin Energy Solomons Ltd Origin Energy Cook Islands Ltd Origin Energy Vanuatu Ltd Origin Energy Samoa Ltd Origin Energy American Samoa Inc Origin Energy Insurance Singapore Pte Ltd Acumen Metering Pty Ltd ** Angari Pty Limited <* Oil Investments Pty Limited <* Origin Energy Southern Africa Holdings Pty Limited* Origin Energy Kenya Pty Limited* Origin Energy Zoca 91-08 Pty Limited <* Sagasco NT Pty Ltd <* Sagasco Amadeus Pty Ltd <* Origin Energy Amadeus Pty Limited <* Amadeus United States Pty Limited <* Origin Energy Vietnam Pty Limited* Origin Energy Singapore Holdings Pte Limited* Origin Energy (Song Hong) Pte Limited* Lattice Energy Limited < ## Origin Energy CSG 2 Pty Limited Origin Energy ATP 788P Pty Limited Origin Energy Wallumbilla Transmissions Pty Limited Oil Company of Australia (Moura) Transmissions Pty Limited < Lattice Energy Resources (Bonaparte) Pty Limited < Lattice Energy Resources (Perth Basin) Pty Limited < Origin Energy Petroleum Pty Limited < Origin Energy Browse Pty Ltd Lattice Energy Resources (Bass Gas) Limited Sagasco South East Inc Lattice Energy Resources NZ (Holdings) Limited Kupe Development Limited Kupe Mining (No.1) Limited Lattice Energy Resources NZ (Kupe) Limited Origin Energy Resources NZ (Rimu) Limited Lattice Energy Resources NZ (TAWN) Limited OE Resources Limited Partnership Lattice Energy Services Pty Limited Lattice Energy Finance Limited 129129 INCORPORATED IN 2017 OWNERSHIP INTEREST PER CENT 2016 OWNERSHIP INTEREST PER CENT SA NT Vic Vic Vic Vietnam Solomon Islands Cook Islands Vanuatu Western Samoa American Samoa Singapore Vic SA SA Qld Vic SA SA SA Qld Qld Vic Singapore Singapore SA Vic Qld Vic WA SA ACT Qld Vic UK Panama NZ NZ NZ NZ NZ NZ NSW Vic Vic 100 100 100 100 100 51 80 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – – 100 100 100 100 100 – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 51 80 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 130130 E3 CONTROLLED ENTITIES (CONTINUED) Origin Energy VIC Holdings Pty Limited < Origin Energy New Zealand Limited Origin Energy Universal Holdings Limited Origin Energy Five Star Holdings Limited Origin Energy Contact Finance Limited Origin Energy Contact Finance No.2 Limited Origin Energy Pacific Holdings Limited Origin Energy Capital Ltd< Origin Energy Finance Company Pty Limited < OE JV Co Pty Limited < OE JV Holdings Pty Limited Origin Energy LNG Holdings Pte Limited Origin Energy LNG Portfolio Pty Ltd Origin Energy Australia Holding BV # Origin Energy Mt Stuart BV # OE Mt Stuart General Partnership # Parbond Pty Limited Origin Foundation Pty Limited Origin Renewable Energy Investments No 1 Pty Ltd Origin Renewable Energy Investments No 2 Pty Ltd Origin Renewable Energy Pty Ltd Origin Energy Geothermal Holdings Pty Ltd Origin Energy Geothermal Pty Ltd Origin Energy Chile Holdings Pty Limited Origin Energy Chile S.A. # Origin Energy Geothermal Chile Limitada # Nido Energy SpA # Pleiades S.A Origin Energy Geothermal Singapore Pte Limited Origin Energy Wind Holdings Pty Ltd Cullerin Range Wind Farm Pty Ltd Crystal Brook Wind Farm Pty Limited Wind Power Pty Ltd Wind Power Management Pty Ltd Lexton Wind Farm Pty Ltd Stockyard Hill Wind Farm Pty Ltd Tuki Wind Farm Pty Ltd Dundas Tablelands Wind Farm Pty Limited Origin Energy Hydro Bermuda Limited Origin Energy Hydro Chile SpA # INCORPORATED IN 2017 OWNERSHIP INTEREST PER CENT 2016 OWNERSHIP INTEREST PER CENT Vic NZ NZ NZ NZ NZ NZ Vic Vic Vic Vic Singapore Victoria Netherlands Netherlands Netherlands NSW Vic Vic Vic Vic Vic Vic Vic Chile Chile Chile Chile Singapore Vic NSW NSW Vic Vic Vic Vic Vic Vic Bermuda Chile 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – 100 100 100 100 – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 < Entered into ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 and related deed of cross guarantee with Origin Energy Limited. # Controlled entity has a financial reporting period ending 31 December. ## Origin Energy Resources Limited has changed its name to Lattice Energy Limited on 29 June 2017. * Origin Energy Resources Limited (subsequently renamed Lattice Energy Limited) transferred its shares in certain entities to Origin Energy Holdings Pty Limited on 28 June 2017. ** Origin Energy Power Limited transferred its shares in Acumen Metering Pty Ltd (previously named Origin Energy Pinjar Security Pty Ltd) to Origin Energy Holdings Pty Limited on 6 April 2017. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 131131 E3 CONTROLLED ENTITIES (CONTINUED) CHANGES IN CONTROLLED ENTITIES 2017 Sagasco South East Inc was deregistered on 10 October 2016. Cullerin Range Wind Farm Pty Ltd and Stockyard Hill Wind Farm Pty Ltd were sold during the year ended 30 June 2017. Darling Downs Solar Farm Operating Holding Pty Ltd, Darling Downs Solar Farm Asset Holding Pty Ltd, Darling Downs Solar Farm Asset Pty Ltd and Darling Downs Solar Farm Operating Pty Ltd were incorporated during the year ended 30 June 2017. The following name changes occurred on 1 February 2017: Origin Energy Pinjar Holdings No. 1 Pty Limited changed its name to Origin Energy Upstream Holdings Pty Ltd Origin Energy Pinjar Holdings No. 2 Pty Limited changed its name to Origin Energy Upstream Operator Pty Ltd Origin Energy Pinjar No. 1 Pty Limited changed its name to Origin Energy B2 Pty Ltd Origin Energy Pinjar No. 2 Pty Limited changed its name to Origin Energy Upstream Operator 2 Pty Ltd Origin Energy Darling Downs Solar Farm Pty Ltd changed its name to Darling Downs Solar Farm Pty Ltd on 26 April 2017. Darling Downs Solar Farm Pty Ltd was sold on 6 April 2017. On 28 April 2017 Origin Energy Fairview Transmissions Pty Limited changed its name to Lattice Energy Services Pty Limited. Origin Energy Walloons Transmissions Pty Limited, Origin Energy Wallumbilla Transmissions Pty Limited and Oil Company of Australia (Moura) Transmissions Pty Ltd were sold on 6 June 2017. Lattice Energy Finance Limited was incorporated on 26 June 2017. Origin Energy Pinjar Security Pty Ltd changed its name to Acumen Metering Pty Ltd effective from 27 June 2017. Origin Energy Resources Limited changed its name to Lattice Energy Limited on 29 June 2017. The following name changes occurred on 28 June 2017: Origin Energy Developments Pty Limited changed its name to Lattice Energy Resources (Perth Basin) Pty Limited Origin Energy Bonaparte Pty Limited changed its name to Lattice Energy Resources (Bonaparte) Pty Limited Origin Energy Northwest Limited changed its name to Lattice Energy Resources (Bass Gas) Limited Origin Energy Resources (Kupe) Limited changed its name to Lattice Energy Resources NZ (Kupe) Limited Origin Energy Resources NZ Limited changed its name to Lattice Energy Resources NZ (Holdings) Limited Origin Energy Resources NZ (TAWN) Limited changed its name to Lattice Energy Resources NZ (TAWN) Limited 2016 On 10 August 2015 Contact Energy Limited ceased to be controlled by the Group (refer note E4). On 2 November 2015 the Group acquired 100 per cent of Horan & Bird Energy Pty Ltd. On 18 February 2016 the Group registered Origin Energy LNG Portfolio Pty Ltd. On 15 March 2016 the Group registered Origin Energy Darling Downs Solar Farm Pty Ltd. Origin Energy Generacion Chile SpA changed its name to Nido Energy SpA on 23 February 2016. Origin Energy (Block 31) Pte Limited, Origin Energy (Block 01) Pte Limited, Origin Energy (L15/50) Pte Limited, Origin Energy (L26/50) Pte Limited and Origin Energy (Savannahket) Pte Limited were struck off. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 132132 E4 DISCONTINUED OPERATIONS, ASSETS HELD FOR SALE AND DISPOSALS E4.1 DISCONTINUED OPERATIONS On 6 December 2016 the Group announced its intention to divest the conventional upstream assets. The associated earnings, along with those from the Darling Downs Pipeline which was sold in the current period, have been classified as discontinued operations in the income statement and all related note disclosures for the current and comparative period. The earnings of Contact Energy, prior to the Group’s sale of its investment on 10 August 2015, were classified as discontinued operations in the comparative period. FOR THE YEAR ENDED 30 JUNE RESULTS OF DISCONTINUED OPERATIONS Revenue Net gain on sale of assets Expenses Impairment Net financing costs LOSS BEFORE INCOME TAX Income tax benefit LOSS AFTER TAX FROM DISCONTINUED OPERATIONS Attributable to: Members of the parent entity Non-controlling interests Financing costs capitalised CASH FLOWS OF DISCONTINUED OPERATIONS Cash flows from operating activities Cash flows used in investing activities Cash flows used in financing activities1 NET DECREASE IN CASH AND CASH EQUIVALENTS 2017 $MILLION 2016 $MILLION 461 234 (154) (753) (12) (224) 50 (174) (174) – (174) 8 284 (178) – 106 718 21 (647) (550) (21) (479) 160 (319) (326) 7 (319) 26 226 (389) (63) (226) 1 Cash flows used in financing activities in the Origin Group are managed by Origin Treasury on a consolidated basis and are not classified as cash flows from discontinued operations. Prior period cash flows used in financing activities relate to Contact Energy. E4.2 ASSETS HELD FOR SALE The assets and liabilities relating to the divestment of the conventional upstream business, Acumen metering business and Jingemia assets have been classified as held for sale at 30 June 2017 (2016: Mortlake Pipeline, Cullerin Range Wind Farm, New Zealand on-shore assets, Waitsia, Senecio, Beharra, Energia Austral SpA, OTP Geothermal Pte Ltd and Javiera solar project). Impairment losses of $753 million for write-downs of the disposal group to the lower of its carrying amount and its fair value less costs to sell have been included in ‘results of discontinued operations’. The impairment losses have been applied to reduce the carrying amount of property, plant and equipment and exploration assets within the disposal group. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE Cash and cash equivalents Trade and other receivables Inventories Other financial assets Other assets Investments accounted for using the equity method Property, plant and equipment Exploration and evaluation assets Intangible assets Tax assets Other assets ASSETS CLASSIFIED AS HELD FOR SALE Trade and other payables Employee benefits Provisions LIABILITIES CLASSIFIED AS HELD FOR SALE 2017 $MILLION 2016 $MILLION 34 91 58 – 8 – 1,479 – 3 320 57 2,050 198 25 497 720 – 2 2 5 – 152 294 9 6 1 – 471 9 – 37 46 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS E4.3 DISPOSALS During the year, the Group completed the following divestments as listed below. – Mortlake Pipeline; – Cullerin Range Wind Farm; – New Zealand on-shore assets; – OTP Geothermal Pte Ltd; – Javiera solar project; – Darling Downs Solar Farm; – Darling Downs Pipeline; – Stockyard Hill Wind Farm; and – Surat basin assets. RECONCILIATION OF GAIN ON SALE Consideration received Transaction related costs Net assets disposed Gain on sale before income tax expense CARRYING VALUE OF NET ASSETS DISPOSED Trade and other receivables Inventories Property, plant and equipment Intangible assets Investments accounted for using the equity method Deferred tax assets Trade and other payables Income tax liabilities Provisions and employee benefits Deferred tax liabilities NET ASSETS DISPOSED 133133 2017 $MILLION 887 (30) (456) 401 1 2 459 6 49 3 (5) (1) (33) (25) 456 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 134134 F OTHER INFORMATION This section includes other information to assist in understanding the financial performance and position of the Group, or items required to be disclosed to comply with accounting standards and other pronouncements. F1 CONTINGENT LIABILITIES Discussed below are items for which it is not probable that the Group will have to make future payments or the amount of the future payments cannot be reliably measured. GUARANTEES Bank guarantees and letters of credit have been provided mainly to Australian Energy Market Operator Limited to support the Group’s obligations to purchase electricity from the National Electricity Market. Bank guarantees – unsecured Letters of credit – unsecured 1 2 Includes unsecured bank guarantees of $13 million related to discontinued operations. Includes unsecured bank guarantees of $3 million related to discontinued operations. 2017 $MILLION1 2016 $MILLION2 368 2 398 2 The Group’s share of guarantees for certain contractual commitments of its joint ventures is shown at note F2. The Group has also given letters of comfort to its bankers in respect of financial arrangements provided by the banks to certain partly-owned controlled entities. JOINT ARRANGEMENTS As a participant in certain joint arrangements, the Group is liable for its share of liabilities incurred by these arrangements. In some circumstances the Group may incur more than its proportionate share of such liabilities, but will have the right to recover the excess liability from the other joint arrangement participants. Australia Pacific LNG has secured US$8.5 billion in funding through a project finance facility. As of 30 June 2017, Australia Pacific LNG has drawn down US$8.5 billion under the facility for capital expenditure, fees and interest. The Group guarantees its share of amounts drawn under the facility during the construction phase of the project (37.5 per cent share at 30 June 2017 being US$3.2 billion). On 31 October 2016 US$5.1 billion (37.5 per cent share being US$1.9 billion) of shareholder guarantees were released after the project’s first production train successfully satisfied lender’s completion tests. The remaining US$3.4 billion remains guaranteed at 30 June 2017 (37.5 per cent share being US$1.3 billion). Principal repayments of US$267 million were made during the year (30 June 2016: $nil). In September 2016, APLNG made a loan to the Group of $US96 million and receipt of this $US96 million from APLNG is shown as a current payable to joint ventures in the statement of financial position. The loan was made by APLNG to the Group in accordance with the terms of the APLNG project financing facility, which allows APLNG to make a loan to a shareholder if the shareholder provides the project financiers with a letter of credit for the amount of the loan. The Group continues to provide parent company guarantees in excess of its 37.5 per cent shareholding in Australia Pacific LNG in respect of certain historical domestic contracts. LEGAL AND REGULATORY Certain entities within the Group (and joint venture entities, such as Australia Pacific LNG) are subject to various lawsuits and claims as well as audits and reviews by government or regulatory bodies. In most instances it is not possible to reasonably predict the outcome of these matters or their impact on the Group. Where outcomes can be reasonably predicted, provisions are recorded. A number of sites owned/operated (or previously owned/operated) by the Group have been identified as contaminated. These properties are subject to ongoing environmental management programs. For sites where the requirements can be assessed and remediation costs can be estimated, such costs have been expensed or provided for. Warranties and indemnities have also been given and/or received by entities in the Group in relation to environmental liabilities for certain properties divested and/or acquired. CAPITAL EXPENDITURE As part of the acquisition of Browse Basin exploration permits, the Group agreed to pay cash consideration of US$75 million contingent upon a project Final Investment Decision (FID) and US$75 million contingent upon first production. The Group will pay further contingent consideration of up to US$50 million upon first production if 2P reserves, at the time of FID, reach certain thresholds. These obligations have not been provided for at the reporting date as they are dependent upon uncertain future events not wholly within the Group’s control. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 135135 F2 COMMITMENTS Detailed below are the Group’s contractual commitments that are not recognised as liabilities as the relevant assets have not yet been received. Capital expenditure commitments Joint venture commitments1 Operating lease commitments 2017 $MILLION 2016 $MILLION 72 740 398 81 993 296 1 Includes $623 million (2016: $822 million) in relation to the Group’s share of Australia Pacific LNG’s capital, joint venture and operating lease commitments. The Group leases property, plant and equipment under operating leases with terms of one to ten years. The future minimum lease payments under non-cancellable operating leases are shown below. Less than one year Between one and five years More than five years F3 SHARE-BASED PAYMENTS 2017 $MILLION 2016 $MILLION 58 159 181 398 67 161 68 296 This section sets out details of the Group’s share-based remuneration arrangements including details of the Company’s Equity Incentive Plan and Employee Share Plan. The table below shows share-based remuneration expense that was recognised during the year. Origin Equity Incentive Plan Origin Employee Share Plan REF. (a) (b) 2017 $MILLION 2016 $MILLION 25 5 30 32 5 37 EXPLANATORY NOTES TO SHARE-BASED PAYMENTS FOR THE YEAR ENDED 30 JUNE (a) Equity Incentive Plan Eligible employees are granted share-based remuneration under the Origin Energy Limited Equity Incentive Plan. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate or to receive any guaranteed benefits. Equity incentives are offered in the form of Options and/or share rights. (i) Short Term Incentive (STI) STI includes the award of Deferred Share Rights (DSRs) which vest where the employee remains employed with satisfactory performance for a set period (generally between two and four years). DSRs do not carry voting or dividend entitlements. Once vested, a DSR entitles the holder to one fully paid ordinary share of the Company. As there is no exercise price for DSRs, they are exercised automatically upon vesting. The fair value of DSRs is recognised as an employee expense over the related service period. DSRs are forfeited if the service and performance conditions are not met. In exceptional circumstances1 the DSRs, which represent a portion of ‘earned’ STI, will vest at cessation unless the Board determines otherwise. Fair value is measured at grant date as the market value of an Origin share less the discounted value of dividends foregone (two year vesting period: $5.25, three year vesting period: $5.10 and four year vesting period: $4.95). 1 The Equity Incentive Plan Rules set out the circumstances as death, disability, redundancy, genuine retirement, or other exceptional circumstances approved by the Board. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 136136 F3 SHARE-BASED PAYMENTS (CONTINUED) EXPLANATORY NOTES TO SHARE-BASED PAYMENTS FOR THE YEAR ENDED 30 JUNE (CONTINUED) (ii) Long Term Incentive (LTI) LTI includes the award of Performance Share Rights (PSRs) and/or Options which do not carry dividend or voting entitlements and will only vest if certain performance standards are met. PSRs have a performance period of four years, and Options have a performance period of five years. Half of each LTI award is subject to a market hurdle, namely Origin’s Total Shareholder Return (TSR) relative to a Reference Group of ASX-listed companies identified in the Remuneration Report. Half of each LTI award is subject to an internal hurdle, namely Return on Capital Employed (ROCE) as set out in the Remuneration Report. The number of awards that may vest depends on performance against each hurdle, considered separately. For awards subject to the relative TSR hurdle, no vesting occurs unless Origin’s TSR over the performance period (4 years if the award is in PSRs, 5 years if the award is in Options) is ranked above the 50th percentile of the Reference Group. 50 per cent vesting occurs if the 50th percentile is exceeded. Full vesting occurs if Origin is ranked at or above the 75th percentile of the Reference Group, with pro-rata vesting between these two vesting points. The relative TSR hurdle may apply to either PSRs or Options. For KMP the relative TSR hurdle applies only to Options. For awards subject to the ROCE hurdle, no vesting occurs unless Origin achieves two conditions, the first to meet the average of the four annual target ROCEs, and the second to achieve Origin’s weighted average cost of capital in the third or fourth year. 50 per cent vesting occurs if those two conditions are met. Full vesting occurs if Origin exceeds the weighted average cost of capital by two percentage points in the third or fourth year. Pro rata vesting occurs between those two vesting points. The ROCE hurdle applies only to PSRs, including for key management personnel. Vested Options may be exercised up to a maximum of 10 years after grant date. The exercise price of Options is based on the weighted average price of the Company’s shares over a period of 30 trading days referenced to 30 June, or in the case of awards to the Chief Executive Officer subject to shareholder approval, as announced in the relevant shareholder resolution. As there is no exercise price for PSRs, once vested they are exercised automatically. When exercised, either automatically or upon payment of the exercise price, a vested award is converted into one fully paid ordinary share that carries voting and dividend entitlements. The fair value of the awards granted is recognised as an employee expense, with a corresponding increase in equity, over the vesting period. In exceptional circumstances1 unvested PSRs or Options may be held ‘on foot’ subject to the specified performance hurdles and other plan conditions being met, or dealt with in an appropriate manner determined by the Board. For PSRs or Options subject to the relative TSR condition fair value is measured at grant date using a Monte Carlo simulation model that takes into account the exercise price, share price at grant date, price volatility, dividend yield, risk-free interest rate for the term of the security and the likelihood of meeting the TSR market condition. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. The amount recognised as an expense is adjusted to reflect the actual number of awards that vest except where due to non-achievement of the TSR market condition. Set out below are the inputs used to determine the fair value of the PSRs and Options granted during the year. For PSRs subject to the ROCE condition, the initial fair value at grant date is the market value of an Origin share less the discounted value of dividends foregone, and the expensing value is trued-up at each reporting period to the expected outcome as assessed at that time. Grant date Grant date share price Exercise price Volatility (per cent) Dividend yield (per cent)2 Risk-free rate (per cent) Grant date fair value (per award) 30-Aug-16 $5.25 $5.67 38% 1.8% 1.69% OPTIONS 19-Oct-16 $5.62 $5.21 39% 1.8% 2.05% PSRS 19-Oct-16 $5.62 Nil 39% 1.5% 1.78% 30-Aug-16 $5.25 Nil 38% 1.5% 1.47% $2.79 (TSR) $1.37 $1.76 $4.95 (ROCE) $5.32 (ROCE) 1 The Equity Incentive Plan Rules set out the circumstances as death, disability, redundancy, genuine retirement, or other exceptional circumstances approved by the Board. 2 Dividend assumptions are the compound average per annum rate over the vesting period (4 years PSRs, and 5 years Options). ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 137137 F3 SHARE-BASED PAYMENTS (CONTINUED) EXPLANATORY NOTES TO SHARE-BASED PAYMENTS FOR THE YEAR ENDED 30 JUNE (CONTINUED) Equity Incentive Plan awards outstanding Set out below is a summary of awards outstanding at the beginning and end of the financial year. Outstanding at 1 July 2016 Granted Exercised Forfeited OUTSTANDING AT 30 JUNE 2017 Exercisable at 30 June 2017 Outstanding at 1 July 2015 Granted1 Exercised Forfeited OUTSTANDING AT 30 JUNE 2016 Exercisable at 30 June 2016 WEIGHTED AVERAGE EXERCISE PRICE $11.99 $5.58 – $12.13 $10.35 – $13.30 $6.92 – $13.27 $11.99 – OPTIONS 18,022,234 2,302,631 – 10,438,751 9,886,114 – 19,322,406 3,709,418 – 5,009,590 18,022,234 – PSRS DSRS 5,479,633 1,725,214 – 3,718,490 4,199,028 3,497,212 1,986,376 275,207 3,486,357 5,434,657 – – 8,725,038 1,831,456 – 5,076,861 1,518,469 3,999,436 1,147,690 171,187 5,479,633 4,199,028 – – 1 The number of DSRs issued in 2014 was adjusted for the October 2015 rights issue for all participants except Executive Directors to eliminate any material advantage or disadvantage to participants. The weighted average share price during 2017 was $6.39 (2016: $5.67). The options outstanding at 30 June 2017 have an exercise price in the range of $5.21 to $15.65 and a weighted average contractual life of 6.3 years (2016: 4.3 years). For more information on these share plans and performance rights issued to KMPs, refer to the Remuneration Report. (b) Employee Share Plan (ESP) Under the ESP all full-time and permanent part-time employees of the Company who are based in Australia or New Zealand with at least one year of continuous service at 30 June of the performance year are granted up to AUD $1,000 of fully paid Origin shares conditional upon the Company meeting certain safety targets. The shares are granted for no consideration. Shares awarded under the ESP are purchased on-market, registered in the name of the employee, and are restricted for three years, or until cessation of employment, whichever occurs first. New Zealand employees may elect to have shares held in trust for three years. Details of the shares awarded under the ESP during the year are set out below. 2017 2016 GRANT DATE SHARES GRANTED COST PER SHARE1 TOTAL COST $’000 26-Aug-16 25-Sep-15 870,302 870,302 708,647 708,647 $5.51 $7.18 4,795 4,795 5,088 5,088 1 The cost per share represents the weighted average market price of the Company’s shares on the grant date. F4 RELATED PARTY DISCLOSURES The Group’s interests in equity accounted entities and details of transactions with these entities are set out in note E1. Certain directors of Origin Energy Limited are also directors of other companies that supply Origin Energy Limited with goods and services or acquire goods or services from Origin Energy Limited. Those transactions are approved by management within delegated limits of authority and the Directors do not participate in the decisions to enter into such transactions. If the decision to enter into those transactions should require approval of the Board, the Director concerned will not vote upon that decision nor take part in the consideration of it. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 138138 F5 KEY MANAGEMENT PERSONNEL Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments 2017 $ 9,383,880 240,273 373,647 2,919,096 2,371,204 2016 $ 9,858,958 243,057 287,802 – 3,858,411 15,288,100 14,248,228 LOANS AND OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL There were no loans with key management personnel during the year. Transactions entered into during the year with key management personnel are normal employee, customer or supplier relationships and have terms and conditions which are no more favourable than dealings in the same circumstances on an arm’s length basis. These transactions include: – the receipt of dividends from Origin Energy Limited or participation in the Dividend Reinvestment Plan; – participation in the Employee Share Plan, Equity Incentive Plan and Non-Executive Director Share Plan; – participation in the October 2015 rights issue as a shareholder; – terms and conditions of employment or directorship appointment; – reimbursement of expenses incurred in the normal course of employment; – purchases of goods and services; and – receipt of interest on Retail Notes. F6 NOTES TO THE STATEMENT OF CASH FLOWS Cash includes cash on hand, at bank and short-term deposits, net of outstanding bank overdrafts. The following table reconciles profit to net cash provided by operating activities. LOSS FOR THE PERIOD Adjustments to reconcile profit to net cash provided by operating activities: Depreciation and amortisation Executive share-based payment expense Impairment losses recognised – trade and other receivables Exploration expense Impairment of assets (Increase)/decrease in fair value of financial instruments Net financing costs Increase in tax balances Gain on sale of assets Non-cash share of net profits of equity accounted investees Unrealised foreign exchange loss Oil forward sale Oil option premium Changes in assets and liabilities, net of effects from acquisitions/disposals: – Receivables – Inventories – Payables – Provisions – Other TOTAL ADJUSTMENTS1 NET CASH FROM OPERATING ACTIVITIES NOTE 2017 $MILLION 2016 $MILLION2 (2,223) (615) 481 25 75 62 1,692 (207) 341 (23) (401) 1,912 76 (141) 53 (487) 52 58 (24) (32) 3,512 1,289 623 32 67 63 691 290 347 (92) (39) 228 40 (139) (117) 8 (11) 96 (39) (29) 2,019 1,404 The following non-cash financing and investing activities have not been included in the statement of cash flows: Issue of shares in respect of the Dividend Reinvestment Plan C6 – 42 1 Adjustments include amounts that are classified as discontinued operations and held for sale at 30 June 2017 and 30 June 2016. Refer to note E4 for details of cash flows relating to discontinued operations. 2 Certain amounts have been restated to reflect adjustments relating to note F12. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS F7 AUDITORS’ REMUNERATION During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: 139139 AUDIT AND REVIEW SERVICES OF THE FINANCIAL REPORTS BY: Auditors of the Group (KPMG)1 Other auditors OTHER SERVICES BY: Auditors of the Group (KPMG) Accounting advice Taxation services Legal services Assurance services: – equity and debt transactions2 – contract compliance – other 2017 $'000 3,042 82 3,124 45 65 211 632 – 18 971 2016 $'000 2,431 76 2,507 20 17 – 159 140 45 381 4,095 2,888 1 2 Included in this amount is $534,000 relating to the audit and review of financial reports for Lattice Energy in 2017. Includes IPO transaction services and US 144A advisory services for Lattice Energy in 2017 (2016: equity raising fees). F8 MASTER NETTING OR SIMILAR AGREEMENTS The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owed by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a net amount payable by one party to the other. Financial assets and liabilities are offset, and the net amount reported in the statement of financial position, where the Group has a legally enforceable right to offset recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The Group has also entered into arrangements that do not meet the criteria for offsetting, but still allow for the related amounts to be offset in certain circumstances, such as a loan default or the termination of a contract. The following table presents the recognised financial instruments that are offset, or subject to master netting arrangements but not offset, as at reporting date. The column ‘net amount’ shows the impact on the Group’s statement of financial position if all set-off rights were exercised. 30 JUNE 2017 Derivative financial assets Derivative financial liabilities 30 JUNE 20161 Derivative financial assets Derivative financial liabilities AMOUNT OFFSET IN THE STATEMENT OF FINANCIAL POSITION $MILLION AMOUNT IN THE STATEMENT OF FINANCIAL POSITION $MILLION GROSS AMOUNT $MILLION RELATED AMOUNT NOT OFFSET $MILLION NET AMOUNT $MILLION 1,708 (2,021) 1,674 (2,027) (412) 412 (372) 372 1,296 (1,609) 1,302 (1,655) (414) 414 (437) 437 882 (1,195) 865 (1,218) 1 Certain amounts have been restated to reflect adjustments relating to note F12. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 140140 F9 DEED OF CROSS GUARANTEE The parent entity has entered into a Deed of Cross Guarantee through which the Group guarantees the debts of certain controlled entities. The controlled entities that are party to the Deed, are shown in note E3. The following consolidated statement of comprehensive income and retained profits, and statement of financial position comprises the Company and its controlled entities which are party to the Deed of Cross Guarantee after eliminating all transactions between parties to the Deed. FOR THE YEAR ENDED 30 JUNE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND RETAINED PROFITS Revenue Other income Expenses Share of results of equity accounted investees Impairment Interest income Interest expense LOSS BEFORE INCOME TAX Income tax (expense)/benefit LOSS FOR THE PERIOD Other comprehensive income TOTAL COMPREHENSIVE INCOME FOR THE PERIOD RETAINED EARNINGS AT THE BEGINNING OF THE PERIOD Adjustments for entities entering the Deed of Cross Guarantee RETAINED EARNINGS AT THE BEGINNING OF THE PERIOD Dividends paid RETAINED EARNINGS AT THE END OF THE PERIOD 1 Certain amounts have been restated to reflect adjustments relating to note F12. 2017 $MILLION 2016 $MILLION1 13,646 393 (12,509) (1,912) (753) 224 (590) (1,501) (102) (1,603) 1 (1,602) 5,834 – 5,834 – 4,232 11,526 105 (11,698) (225) – 222 (629) (699) 180 (519) – (519) 6,748 57 6,805 (452) 5,834 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS F9 DEED OF CROSS GUARANTEE (CONTINUED) AS AT 30 JUNE STATEMENT OF FINANCIAL POSITION CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Derivatives Other financial assets Income tax receivable Assets classified as held for sale Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Derivatives Other financial assets Investments accounted for using the equity method Property, plant and equipment Exploration and evaluation assets Development assets Intangible assets Deferred tax assets Other assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Payables to joint ventures Interest-bearing liabilities Derivatives Other financial liabilities Provision for income tax Employee benefits Provisions Liabilities classified as held for sale TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Trade and other payables Interest-bearing liabilities Derivatives Employee benefits PROVISIONS TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Share capital Reserves Retained earnings TOTAL EQUITY 1 Certain amounts have been restated to reflect adjustments relating to note F12. 141141 2017 $MILLION 2016 $MILLION1 44 3,321 123 240 86 – 2,050 99 5,963 1,831 1,055 4,614 5,451 2,934 63 – 5,131 187 34 49 4,403 231 237 312 56 220 135 5,643 845 1,065 6,041 5,933 4,700 310 292 5,172 457 27 21,300 27,263 24,842 30,485 2,544 130 127 300 387 51 179 33 720 4,471 8,625 1,016 1,309 34 64 11,048 15,519 11,744 7,150 362 4,232 2,938 – 102 18 375 – 209 49 19 3,710 8,703 2,055 1,637 35 577 13,007 16,717 13,768 7,150 784 5,834 11,744 13,768 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 142142 F10 PARENT ENTITY DISCLOSURES The following table sets out the results and financial position of the parent entity, Origin Energy Limited. ORIGIN ENERGY LIMITED Loss for the period Other comprehensive income, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD FINANCIAL POSITION OF THE PARENT ENTITY AT PERIOD END Current assets Non-current assets TOTAL ASSETS Current liabilities Non-current liabilities TOTAL LIABILITIES Share capital Share-based payments reserve Hedging reserve Retained earnings TOTAL EQUITY 2017 $MILLION 2016 $MILLION (17) 1 (16) 1,517 17,813 19,330 2,344 9,173 11,517 7,150 221 (25) 467 7,813 (30) 3 (27) 1,418 17,949 19,367 994 10,568 11,562 7,150 197 (26) 484 7,805 CONTINGENT LIABILITIES OF THE PARENT ENTITY Bank guarantees – unsecured 1 11 The parent entity has entered into a deed of indemnity for the cross-guarantee of liabilities of a number of controlled entities. Refer to note E3. The parent entity has also provided guarantees for certain contractual commitments of its joint ventures associated with capital projects. F11 NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after 1 July 2017 and have not been applied in preparing these financial statements. The Group has reviewed these standards and interpretations, and, with the exception of AASB 9 Financial Instruments, AASB 15 Revenue from Contracts with Customers and AASB 16 Leases, determined that none of these standards and interpretations materially impact the Group. The Group has commenced a project to implement the changes resulting from AASB 9, AASB 15 and AASB 16. The first phase of this project, a qualitative impact assessment, was completed in the period. The Group’s initial assessment of impacts arising from each standard is disclosed below. These are not necessarily exhaustive and will evolve as work progresses. AASB 9 Financial Instruments and AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement. The standard will become effective for the Group for the reporting period beginning 1 July 2018. Retrospective application is required with some exceptions. The Group does not intend to early adopt the standard. Whilst further work is required to quantify any changes, the Group currently expects the following impacts upon initial adoption of AASB 9: – Classification of available-for-sale financial assets – The Group has available-for-sale financial assets which are likely to be reclassified to either amortised cost or to fair value. The Group does not hold any financial liabilities at fair value through profit and loss and as such there is no impact of the new standard on financial liabilities. – Hedge relationships – The standard introduces a new hedge accounting model which more closely aligns hedge accounting with risk management objectives. As a general rule more hedge relationships are eligible for hedge accounting and the Group is actively reviewing options to expand its hedging relationships. Existing hedge relationships should continue to qualify as effective hedge relationships upon adoption of the new standard. – Bad debt provisioning – The standard introduces a new impairment model for financial assets. Bad debt provisioning will need to move from the existing incurred model (based on the historical experience of bad debts) to an expected loss model (based on expected level of bad debts with reference to current and forecast credit conditions). The model will need to be applied to the Group’s trade receivables and unbilled revenue and, for some categories of debt, may result in the earlier recognition of bad debt provisions. Currently, allowances for doubtful receivables are recognised by assessing each receivable balance for collectability based on analysis of various historical factors. AASB 7 Financial Instruments: Disclosures has been amended to reflect the requirements of AASB 9 and also introduces a number of new disclosure requirements. The Group is currently assessing the extent of these new disclosure requirements but expects that there will be an impact on future statutory reporting. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 143143 F11 NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED (CONTINUED) AASB 15 Revenue from Contracts with Customers AASB 15 replaces AASB 111 Construction Contracts, AASB 118 Revenue and related Interpretations. Retrospective application is required, however the Group will have the option to either restate comparative period balances or record a cumulative adjustment at the beginning of the period in which the standard is first adopted. The Group will adopt the new standard when it becomes effective in the financial year beginning 1 July 2018. AASB 15 applies to the recognition of revenue for the Group’s contracts with customers. Where a bundle of goods and/or services is sold under one contract the standard requires consideration for each component of the sale be recognised as revenue when an entity transfers control of each individual promised good or service to its customer. The Group’s work to date has focused on identifying the areas of the business that have the highest potential impact. Significant work is required to understand the financial statement impact and any changes to systems, processes and policies in order to implement the new standard due to the following factors: – The new requirements are far more comprehensive than existing revenue standards; – AASB 15 requires the identification and assessment of individual rights and obligations in each customer contract; – The highly contracted nature of revenues earned by the Group; and – The pervasiveness and importance of revenue recognition. To date, the Group has identified certain areas of the business where work effort will be prioritised to understand and assess individual components of each contract and the potential differences between current revenue recognition and the requirements of AASB 15. Initially, this will focus on electricity retailing to Mass Market customers and the estimates and judgements involved in the unbilled revenue recognition process; long-term gas sales arrangements and the associated complexities with take-or-pay terms and specific quantitative and qualitative disclosures required under AASB 15. The Group is currently in the process of determining the potential impact of adopting AASB 15 and management cannot at this stage reasonably quantify the estimated impact in the period of initial application. AASB 16 Leases AASB 16 replaces AASB 117 Leases and related Interpretations. It is effective for the Group for the reporting period beginning 1 July 2019. The new standard must be implemented retrospectively, either by restating comparatives or by recognising the cumulative impact at the date of initial application. The Group is currently assessing the most appropriate transition option, however adoption of AASB 16 will have an impact on the Group’s balance sheet and retained earnings. AASB 16 requires lessees to account for all leases under a single on-balance sheet model in a similar way to finance leases under the current standard. The standard further introduces a new definition of a lease, which focuses on the right to control the use of an identified asset. At commencement of a lease arrangement, a lessee will recognise a liability to make lease payments (“the lease liability”) and an asset representing the right to use the underlying asset during the lease term (“the right-of-use asset”). Lessees will be required to separately recognise interest expense on the lease liability and depreciation expense on the right-of-use asset. For lease arrangements which would have been treated as operating leases under the current accounting standard there would be a corresponding reduction in “other operating expenses” where operating lease expenses are currently recognised. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (leases with a duration of 12 months or less) however the total value of leases which have not been recognised is required to be disclosed in the financial statements. At 30 June 2017, the Group has $398 million of non-cancellable operating lease commitments. Related information is disclosed in note F2 of the financial statements. Upon implementation of the new standard all lease arrangements will be recognised on the balance sheet. The Group has identified certain areas of the business where further work is required to understand and assess arrangements that may contain a lease under the new definition which are not leases under the current definition and therefore are not included in the non- cancellable operating lease commitment disclosures. In addition, the Group will be required to assess option or renewal periods identified in lease agreements. Where such options are reasonably certain of exercise, further lease payments will be included in the calculation of the lease liability and right-of-use asset, in addition to those currently disclosed in operating lease commitments. The Group cannot reasonably estimate the impact in the period of initial application at this stage and will continue to work through the implications of the new standard across the business. To date, work has focused on identifying the provisions of the standard that will most impact the Group. In the remainder of 2017, work on these issues and their resolution will continue. This will include a detailed review of contracts, consideration of financial reporting impacts and an assessment of required changes to systems. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 144144 F12 POWER PURCHASE ARRANGEMENTS ADJUSTMENT Power Purchase Arrangements (PPAs) are entered into with third parties (power generator entities) by the Group in order to ensure it can continue to purchase electricity at predetermined prices and to meet its commitments under the Renewable Energy Target Scheme. The Group has historically concluded that all PPAs were supply contracts for the delivery of electricity and Renewable Energy Certificates (RECs) as the contracts required physical delivery of the products and the view that the Australian Electricity Market Operator (AEMO) was a market clearing house that is used to settle such arrangements. As the Group has a short generation position (i.e. it needs to purchase energy from the market to meet electricity demand of its customers) the accounting outcome reflected the economic rationale for entering into the arrangements. Whilst the accounting standards that outline the measurement and presentation requirements to be applied to PPAs have not changed, there has been a review of the accounting treatment for these contracts since the half year ended 31 December 2016. As a number of the PPAs require net settlement due to the structure of the electricity market, it has been concluded that the net payment made to or received from the third party should be accounted for as a derivative financial instrument. As a result, the Group has determined the fair value of these arrangements and recognised a derivative asset or liability at each reporting date. This change in accounting treatment has been reflected in both the current and comparative periods. The Group has restated each of the affected financial statement line items for the prior year, as detailed below. Impact on equity (increase/(decrease)) 30 JUNE 2016 Derivative assets – current Derivative assets – non-current Deferred tax assets TOTAL ASSETS Derivative liabilities – non-current Deferred tax liabilities TOTAL LIABILITIES NET IMPACT ON EQUITY 1 JULY 2015 Derivative assets – non-current Deferred tax assets TOTAL ASSETS Derivative liabilities – non-current Deferred tax liabilities TOTAL LIABILITIES Retained earnings NET IMPACT ON EQUITY IMPACT ON INCOME STATEMENT (INCREASE/(DECREASE)) 30 JUNE 2016 Expenses NET IMPACT ON PROFIT FOR THE YEAR 1 Excludes impact of discontinued operations re-presentation. PREVIOUSLY REPORTED $MILLION ADJUSTMENT $MILLION RESTATED $MILLION 253 1,134 – 28,898 1,050 110 14,368 14,530 (16) (69) 92 7 587 (110) 477 (470) 237 1,065 92 28,905 1,637 – 14,845 14,060 $MILLION $MILLION $MILLION 859 – 33,367 1,309 147 19,208 7,548 14,159 2 38 40 618 (147) 471 (431) (431) 861 38 33,407 1,927 – 19,679 7,117 13,728 $MILLION $MILLION $MILLION1 (12,127) (576) (56) (39) (12,183) (615) IMPACT ON BASIC AND DILUTED EARNINGS PER SHARE (EPS) (INCREASE/(DECREASE) IN EPS) EARNINGS PER SHARE Basic earnings per share Diluted earnings per share (2.5) (2.5) The change did not have an impact on OCI for the period or the Group’s operating, investing and financing cash flows. F13 SUBSEQUENT EVENTS No item, transaction or event of a material nature has arisen since 30 June 2017 that would significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial periods. ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS DIRECTORS' DECLARATION DIRECTORS' DECLARATION 145145 1 In the opinion of the Directors of Origin Energy Limited (the Company): (a) the consolidated financial statements and notes are in accordance with the Corporations Act 2001 (Cth), including: (i) giving a true and fair view of the financial position of the Group as at 30 June 2017 and of its performance, for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 (Cth). (b) the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in the Overview of the consolidated financial statements. (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2 There are reasonable grounds to believe that the Company and the controlled entities identified in note E3 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those controlled entities pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785. 3 The Directors have been given the declarations required by section 295A of the Corporations Act 2001 (Cth) from the Chief Executive Officer and the Chief Financial Officer for the financial year ended 30 June 2017. Signed in accordance with a resolution of the Directors: Gordon M Cairns, Chairman Director Sydney, 16 August 2017 ORIGIN ENERGY PAGE TITLE NOTES TO THE FINANCIAL STATEMENTS 146146 INDEPENDENT AUDITOR'S REPORT INDEPENDENT AUDITOR'S REPORT ORIGIN ENERGY PAGE TITLE INDEPENDENT AUDITOR'S REPORT 147147 ORIGIN ENERGY PAGE TITLE 148148 INDEPENDENT AUDITOR'S REPORT ORIGIN ENERGY PAGE TITLE INDEPENDENT AUDITOR'S REPORT 149149 ORIGIN ENERGY PAGE TITLE 150150 INDEPENDENT AUDITOR'S REPORT ORIGIN ENERGY PAGE TITLE INDEPENDENT AUDITOR'S REPORT 151151 ORIGIN ENERGY PAGE TITLE 152152 SHARE AND SHAREHOLDER INFORMATION SHARE AND SHAREHOLDER INFORMATION Information set out below was applicable as at 16 August 2017. As at 16 August 2017, there were: – 152,397 holders of ordinary shares in the Company; and – 105 holders of 9,874,379 Options, 88 holders of 3,486,357 Performance Share Rights, and 480 holders of 6,242,583 Deferred Share Rights granted under the Origin Energy Equity Incentive Plan. There is not a current on-market buy-back of Origin shares. During the reporting period, 870,302 Origin shares were purchased on-market for the purpose of the Employee Share Plan. The average price per share purchased was $5.51. ANALYSIS OF SHARES HOLDINGS RANGES 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001–99,999,999,999 TOTALS HOLDERS TOTAL UNITS PERCENTAGE OF TOTAL UNITS 61,458 66,218 15,216 27,536,629 159,847,961 106,641,495 9,270 188,313,375 235 1,273,098,715 152,397 1,755,438,175 1.6 9.1 6.1 10.7 72.5 100.0 At 16 August 2017, 6,659 shareholders held less than a marketable parcel. SUBSTANTIAL SHAREHOLDERS There were no substantial shareholders as disclosed by notices received by the Company as at 16 August 2017. TOP 20 HOLDINGS SHAREHOLDER HSBC Custody Nominees JP Morgan Nominees Australia Citicorp Nominees Pty Limited National Nominees Limited BNP Paribas Nominees Pty Ltd BNP Paribas Noms Pty Ltd Citicorp Nominees Pty Limited Argo Investments Limited AMP Life Limited HSBC Custody Nominees (Australia) Limited Australian Foundation Investment Company Limited CS Third Nominees Pty Limited The Senior Master of The Supreme Court RBC Investor Services Australia Nominees Pty Limited Forsyth Barr Custodians Ltd HSBC Custody Nominees (Australia) Limited-GSCO Eca Navigator Australia Ltd RBC Investor Services Australia Nominees Pty Ltd National Nominees Limited IOOF Investment Management Limited Total Securities of Top 20 Holdings Total of securities NUMBER OF SHARES PERCENTAGE OF ISSUED SHARES 502,103,622 303,035,562 146,794,466 104,739,007 48,242,864 26,135,095 18,893,675 10,959,203 10,516,444 8,363,915 6,000,000 3,896,466 3,580,943 3,418,150 2,848,215 2,715,523 1,954,151 1,822,597 1,800,555 1,687,239 1,209,507,692 1,755,438,175 28.6 17.3 8.4 6.0 2.8 1.5 1.1 0.6 0.6 0.5 0.3 0.2 0.2 0.2 0.2 0.2 0.1 0.1 0.1 0.1 68.9 ORIGIN ENERGY PAGE TITLE SHARE AND SHAREHOLDER INFORMATION 153153 SHAREHOLDER ENQUIRIES For information about your shareholding, to notify a change of address, to make changes to your dividend payment instructions or for any other shareholder enquiries, contact Origin Energy’s share registry, Boardroom Pty Ltd on 1300 664 446. Please note that broker sponsored holders are required to contact their broker to amend their address. When contacting the share registry, shareholders should quote their security holder reference number, which can be found on the holding or dividend statements. Shareholders with internet access can update and obtain information regarding their shareholding at https://www.originenergy.com.au/ about/investors-media.html TAX FILE NUMBER For resident shareholders who have not provided the share registry with their Tax File Number (TFN) or exemption category details, tax at the top marginal tax rate (plus Medicare levy) will be deducted from dividends to the extent they are not fully franked. For those shareholders who have not as yet provided their TFN or exemption category details, forms are available from the share registry. Shareholders are not obliged to provide this information if they do not wish to do so. INFORMATION ON ORIGIN The main source of information for shareholders is the Annual Report and the Shareholder Review. Both the Annual Report and Shareholder Review will be provided to shareholders on request and free of charge. Shareholders not wishing to receive the Annual Report should advise the share registry in writing so that their names can be removed from the mailing list. Origin’s website www.originenergy.com.au is another source of information for shareholders. SECURITIES EXCHANGE LISTING Origin shares are traded on the Australian Securities Exchange Limited (ASX). The symbol under which Origin shares are traded is ‘ORG’. VOTING RIGHTS OF MEMBERS At a meeting of members, each member who is entitled to attend and vote may attend and vote in person or by proxy, attorney or representative. On a show of hands, every person present who is a member, proxy, attorney or representative, shall have one vote and on a poll, every member who is present in person or by proxy, attorney or representative shall have one vote for each fully paid share held. ORIGIN ENERGY PAGE TITLE 154154 EXPLORATION AND PRODUCTION PERMITS AND DATA 1 COOPER/EROMANGA BASIN 8 7 9 2 SURAT/BOWEN BASIN 6 3 2 1 4 5 10 11 3 GALILEE BASIN BASS BASIN 6 PERTH BASIN 9 BEETALOO BASIN 4 OTWAY BASIN 7 BROWSE BASIN 10 TARANAKI BASIN 5 BASS BASIN 8 BONAPARTE BASIN 11 CANTERBURY BASIN ORIGIN ENERGY PAGE TITLE EXPLORATION AND PRODUCTION PERMITS AND DATA 155 1. ORIGIN’S INTERESTS Origin held interests in the following permits at 30 June 2017. BASIN/PROJECT AREA AUSTRALIA Tasmania T/L2 and T/L3 T/30P Bass Basin (Tasmania) T/L1 T/RL 2, 3, 4 and 5 INTEREST 67.23% 70.77% 42.50% 39.00% PERTH BASIN (Western Australia) EP320 and L11 L 14 L1/L2 (Excluding Dongara, Mondarra and Yardarino) 67.00% 49.19% 50.00% BROWSE BASIN (Western Australia) WA-315-P, WA-398-P and TP/28 40.00% BONAPARTE BASIN (Western Australia & Northern Territory) WA-454-P NT/RL1 and WA-6-R 5.00% NT/P84 NT/P85 100.00 * 3 50.00% 50.00% BEETALOO BASIN (NORTHERN TERRITORY) * * * * * * * EP 76, EP 98 and EP117 NEW ZEALAND TARANAKI BASIN PML 38146 CANTERBURY BASIN PEP 38264 35.00% *4 50.00% * 45.00% Notes: * Operatorship 1 Interest held through 37.5 per cent ownership of Australia Pacific LNG Joint Venture. ** Replacement tenure for parts of ATP 526. ~ Replacement tenure for PL 203. 2 Percentage increase due to Toyota Tsucho Gas E&P Otway Ltd withdrawal. 3 Percentage increase due to Drysdale Offshore 4 Exploration Pty Ltd withdrawal. Origin has entered into an agreement to, subject to completion, acquire an additional 35 per cent interest in these permits. PPL 90, PPL 133, PPL 134 sold on 6 June 2017. INTEREST BASIN/PROJECT AREA AUSTRALIA COOPER BASIN (South Australia) Patchawarra East Block PPLs SA Unit PPLs Reg Sprigg West Unit (PPL 194/PPL 211 ) PEL 637 and PRL 106 PELs 638 10.54% 13.19% 7.90% 40.00% 33.75% COOPER BASIN (Queensland) SWQ Unit Subleases Aquitaine A & B Blocks of ATP 1189P and associated PLs Aquitaine C Block of ATP 1189P and associated PLs Wareena Block of ATP 1189P and associated PLs 16.74% 25.00% 27.00% 10.00% GALILEE BASIN (Queensland) ATP’s 666P, 667P and 668P 37.50% SURAT BASIN (Queensland) ATP 788P (Shallows) ATP 788P (Deeps) 100.0% 25.00% 18.75% DENISON TROUGH (Queensland) PL’s 41, 42, 43, 44, 45, 54, 67, 173, 183 and 218 ATP 1191 Farm-out (Production) ATP 337P (Exploration) and PL’s 450(A), 451(A), 457(A) and 1012(A) ATP 1191 ATP 1177P PPL’s 10 and 11 18.75% 18.75% 18.75% 18.75% 11.25% 37.50% 37.50% LNG (Gladstone) PPL’s 162 and 163 PFL 20 CSG (Queensland) Fairview ATP 526P, ATP 2012P** and PL’s 90, 91, 92, 99, 100, 232, 233, 234, 235 and 236, PL(A) 1017 Spring Gully ATP 592P and PL’s 195, 203, 414, 415, 416, 417, 418, 268(A)~ and 419(A) PL 204 PL 200 PPL 180 BASIN/PROJECT AREA AUSTRALIA Talinga/Orana ATP 692P and PL’s 209, 215, 226, 272, 216(A), 225(A), 445(A)) PPL’s 171 and 181 PFL 26 INTEREST 37.50% 37.50% 37.50% *1 *1 *1 Kenya/Argyle/Lauren/Bellevue PL’s 179, 180, 228, 229 and 263 PL 247 ATP 648 and PL’s 257, 273, 274, 275, 278, 279, 442, 466, 474 and 503 PL 1025 PFL 19 PPL’s 107, 176 and 2014 15.23% 11.02% 11.72% 11.72% 11.72% 15.23% 1 1 1 1 1 1 Peat PL 101 Other Bowen Basin ATP 804P ATP 745P and PL’s 420, 421 and 440 PL’s 219 and 220 Other Surat Basin ATP 606P and PL’s 297, 403, 404, 407, 408, 405(A), 406(A), 412(A), 413(A) and 444(A) ATP 631P and PL’s 281(A) and 282(A) ATP 663P and PL’s 434(A), 435(A), 436(A), 437(A), 438(A) and 439(A) ATP 973P and PL’s 265, 266 and 267 ATP 972P and PL’s 469(A), 470(A) and 471(A) PL 1011 PL 1018 PPL’s 143, 177, 178, 185, 186, and 2000 *1 * * *1 *1 1 1 1 *1 *1 *1 37.50% *1 10.99% 8.94% 37.50% 1 1 *1 34.77% *1 6.79% 1 37.50% 37.50% 34.77% 37.50% 37.50% 37.50% *1 *1 *1 *1 *1 *1 * * * * * * 2 * * * 8.97% 1 35.44% 37.40% 35.89% 37.50% *1 *1 *1 *1 ONSHORE OTWAY BASIN Victoria PPL’s 6,9 and PRL1 PPL’s 4, 5, 7, 10 and 12 PPL 2 Ex (Iona Exclusion) PPL 8 90.00% 100.00% 100.00% 100.00% OFFSHORE OTWAY BASIN Victoria Vic/P42 (V) Vic/P43 Vic/L23 Vic/P69 Vic/L1(V) 100.00% 70.77% 67.23% 100.00% 100.00% 156 ANNUAL RESERVES REPORT ANNUAL RESERVES REPORT This Annual Reserves Report provides an update on the reserves and resources of Origin Energy Limited (Origin) and its share of Australia Pacific LNG (APLNG), as at 30 June 2017. It also identifies the reserves and resources for Lattice Energy (the conventional upstream business that Origin intends to divest via a dual track IPO/trade sale process). The data is compared with and reconciled to the position at 30 June 2016. HIGHLIGHTS AUSTRALIA PACIFIC LNG – Activity during the 2017 Financial Year (FY 2017) focused on increasing near term production ahead of the two-train lenders’ test contributing to: – a strong production result with Origin’s share of Australia Pacific LNG production increasing by 72 PJe to 229 PJe; and – an increase in Origin’s share of proven reserves (1P) of 389 PJe before production as a result of development drilling. After production 1P increased by 160 PJe to 2,819 PJe. – Following completion of the operational phase of the two-train lenders’ test, Australia Pacific LNG is now focused on exploration and appraisal activities to identify and mature resources to reserves. LATTICE ENERGY – The completion of the Halladale/Speculant project during August 2016 contributed to a 20 PJe increase in annual production to 95 PJe relative to FY2016. – Proved plus probable (2P) reserves decreased by 113 PJe to 835 PJe primarily reflecting production. – Stage 2 of the Waitsia Gas Project continues to progress with FID on the 100 TJ/day project anticipated by the end of FY2018. Table 1: Origin 2P reserves (by area) RESERVES (2P) BY AREA (PJE) Australia Pacific LNG Surat/Bowen (Unconventional) Other Ironbark (Unconventional) Lattice Energy Otway Basin (Thylacine, Geographe) Otway Basin (HBWS)1 Bass Basin SA Cooper Basin SWQ Cooper Basin Perth Basin (Operated)2 Perth Basin (Non Operated)3 NZ Onshore Taranaki NZ Offshore Taranaki (Kupe) Sub Total (Lattice Energy) Total Notes to table 1 1 HBWS: Halladale, Black Watch, Speculant. 2 Operated: Beharra Spring Terrace, Redback Terrace. 3 Non Operated: Waitsia. 2P 30/06/16 ACQUISITION/ DIVESTMENT NEW BOOKING/ DISCOVERY REVISIONS/ EXTENSIONS PRODUCTION 2P 30/06/17 5,073 256 177 78 50 149 35 23 232 - 204 948 6,277 – – – – – – – – – – – – – – – – – – – – – – – – – – (141) (229) 4,704 (7) 4 (14) 7 (18) 2 3 2 0 (3) (18) – (26) (22) (8) (10) (6) (3) (1) (0) (18) (95) 249 156 42 48 120 31 23 233 – 184 836 (166) (323) 5,788 ANNUAL RESERVES REPORT 157 SUMMARY OF 2P RESERVES MOVEMENT Proved plus probable (2P) reserves decreased by 489 PJe to a total of 5,788 PJe, when compared to 30 June 2016. The key changes in 2P reserves included: – 323 PJe decrease due to production. – 166 PJe net decreases resulting from revisions/extensions mostly associated with Australia Pacific LNG. – The revisions/extensions of 166 PJe of 2P reserves included movements in the following areas: – Australia Pacific LNG decreased by 141 PJe primarily due to reduced recovery estimates in low permeability areas. – Cooper decreased 17 PJe due to field development revisions. – Ironbark (unconventional) decreased by 7 PJe due to updated regional permeability mapping. – Otway Basin decreased by 10 PJe due to lower than expected performance at Halladale Field partly offset by the successful Thylacine TA-1 well intervention which extended production. – Bass Basin increased 7 PJe reflecting an updated reservoir model. ADDITIONAL NOTES – At 30/06/2017, 86 per cent of Origin 2P reserves are unconventional. – The current Waitsia appraisal drilling results are being evaluated and are not included in this update. Table 2: Origin 2P reserves (by product and development type) RESERVES (2P) BY PRODUCT/ DEVELOPMENT GAS (PJ) LPG (KT) CONDENSATE (kbbl) OIL (kbbl) DEVELOPED UNDEVELOPED TOTAL (PJe) TOTAL (PJe) Australia Pacific LNG Surat/Bowen (Unconventional) 4,704 Other Ironbark (Unconventional) Lattice Energy Otway Basin (Thylacine, Geographe) Otway Basin (HBWS)1 Bass Basin SA Cooper Basin SWQ Cooper Basin Perth Basin (Operated)2 Perth Basin (Non Operated)3 NZ Onshore Taranaki NZ Offshore Taranaki (Kupe) Sub Total (Lattice Energy) 249 132 37 36 93 25 23 232 – 133 712 – – 262 49 101 196 49 – – – 571 1,230 Total 5,664 1,230 Notes to table 2 1 HBWS: Halladale, Black Watch, Speculant. 2 Operated: Beharra Spring Terrace, Redback Terrace. 3 Non Operated: Waitsia Table 3: Origin 2P reserves changes (by product) RESERVES (2P) BY PRODUCT 2P 30/06/16 Acquisition/divestment New bookings/discoveries Revisions/extensions Production 2P 30/06/17 Change Change (percentage) – – 1,935 414 1,197 1,448 359 16 94 – 4,194 9,658 9,658 – – – – – 1,527 385 – – – – 1,912 1,912 2,387 2,317 4,704 – 80 31 48 86 21 18 45 – 95 425 249 75 10 – 34 10 5 188 – 88 411 249 – 156 42 48 120 31 23 233 – 184 836 2,812 2,976 5,788 GAS (PJ) 6,133 – – (163) (306) 5,664 (469) (8) LPG (KT) CONDENSATE (kbbl) 1,394 – – (21) (143) 1,230 (164) (12) 11,411 – – (272) (1,482) 9,658 (1,754) (15) OIL (kbbl) 2,287 – – (64) (311) 1,912 (375) (16) TOTAL (PJe) 6,277 – – (166) (323) 5,788 (489) (8) 158 ANNUAL RESERVES REPORT SUMMARY OF 1P RESERVES Proved (1P) reserves increased by 110 PJe (after production) to a total of 3,271 PJe, when compared to previous reporting period. Approximately 86per cent of 1P reserves are unconventional. Table 4: Origin 1P reserves (by area) RESERVES (1P) BY AREA (PJE) Australia Pacific LNG Surat/Bowen (Unconventional) Other Ironbark (Unconventional) Lattice Energy Otway Basin (Thylacine, Geographe) Otway Basin (HBWS)1 Bass Basin SA Cooper Basin SWQ Cooper Basin Perth Basin (Operated)2 Perth Basin (Non Operated)3 NZ Onshore Taranaki NZ Offshore Taranaki (Kupe) Sub Total (Lattice Energy) Total 1P 30/06/16 ACQUISITION/ DIVESTMENT NEW BOOKING/ DISCOVERY REVISIONS/ EXTENSIONS PRODUCTION 1P 30/06/17 2,659 – 127 47 39 64 16 9 57 – 143 502 3,160 – – – – – – – – – – – – – – – – – – – – – – – – – – 389 (229) 2,819 – (11) (6) (0) (2) 4 2 64 0 (8) 45 – (26) (22) (8) (10) (6) (3) (1) (0) (18) (95) – 91 19 31 51 14 8 120 – 117 452 434 (323) 3,271 Notes to table 4 1 HBWS: Halladale, Black Watch, Speculant. 2 Operated: Beharra Spring Terrace, Redback Terrace. 3 Non Operated: Waitsia. Table 5: Origin 1P reserves (by product and development) RESERVES (1P) BY PRODUCT Australia Pacific LNG Surat/Bowen (Unconventional) Other Ironbark (Unconventional) Lattice Energy Otway Basin (Thylacine, Geographe) Otway Basin (HBWS)1 Bass Basin SA Cooper Basin SWQ Cooper Basin Perth Basin (Operated)2 Perth Basin (Non Operated) NZ Onshore Taranaki NZ Offshore Taranaki (Kupe) Sub Total (Lattice Energy) GAS (PJ) 2,819 – 76 17 23 40 11 8 120 – 83 379 Total 3,198 Notes to table 5 1 HBWS: Halladale, Black Watch, Speculant. 2 Operated: Beharra Spring Terrace, Redback Terrace. 3 Non Operated: Waitsia. LPG (KT) CONDENSATE (kbbl) OIL (kbbl) DEVELOPED UNDEVELOPED TOTAL (PJe) TOTAL (PJe) – – 157 24 66 83 25 – – – 355 709 709 – – 1,163 198 750 572 158 8 48 – 3,195 6,093 6,093 – – – – – 776 124 – – – – 899 899 2,387 432 2,819 – 53 19 31 37 10 8 34 – 78 271 2,658 – 38 – – 14 4 – 86 – 40 181 613 – – 91 19 31 52 14 8 120 – 117 452 3,271 ANNUAL RESERVES REPORT Table 6: Origin 1P reserve changes (by product) RESERVES (1P) BY PRODUCT 1P 30/06/16 Acquisition/divestment New bookings/discoveries Revisions/extensions Production 1P 30/06/17 Change Change (percentage) GAS (PJ) 3,067 – – 437 (306) 3,198 131 4 LPG (KT) 899 – – (47) (143) 709 (190) (21) CONDENSATE (kbbl) 8,083 – – (508) (1,482) 6,093 (1,990) (25) OIL (kbbl) 877 – – 333 (311) 899 23 3 SUMMARY OF 3P RESERVES AND 2C CONTINGENT RESOURCES FOR LATTICE ENERGY The following tables summarise the 3P reserve estimate and the 2C contingent resource estimate for the Lattice Energy assets as at 30 June 2017. Table 7: Lattice energy 3P reserves (by area & product) RESERVES/RESOURCE CLASSIFICATION (PJe) Otway Basin (Thylacine, Geographe) Otway Basin (HBWS)1 Bass Basin Bonaparte Basin SA Cooper Basin SWQ Cooper Basin Perth Basin (Operated)2 Perth Basin (Non Operated)3 NZ Onshore Taranaki NZ Offshore Taranaki (Kupe) GAS (PJ) 180 52 45 – 154 45 31 353 – 165 LPG (KT) 347 69 123 – 375 92 – – – 709 CONDENSATE (kbbl) 2,565 586 1,481 – 2,844 726 25 143 – 5,036 Total 1,026 1,715 13,406 Notes table 7 1 HBWS: Halladale, Black Watch, Speculant. 2 Operated: Beharra Spring Terrace, Redback Terrace. 3 Non Operated: Waitsia, Senecio, Synaphea, Irwin. Table 8: Lattice energy 2C contingent resources (by area & product) RESERVES/RESOURCE CLASSIFICATION (PJe) Otway Basin (Thylacine, Geographe) Otway Basin (HBWS)1 Bass Basin Bonaparte Basin SA Cooper Basin SWQ Cooper Basin Perth Basin (Operated)2 Perth Basin (Non Operated)3 NZ Onshore Taranaki NZ Offshore Taranaki (Kupe) GAS (PJ) 94 29 67 54 316 38 – 474 – 12 LPG (KT) 157 50 214 16 467 60 – – – 52 CONDENSATE (kbbl) 1,201 375 3,262 216 3,348 476 – 1,735 – 1,165 Total 1,084 1,015 11,777 Notes to table 8 1 HBWS: Halladale, Black Watch, Speculant. 2 Operated: Beharra Spring Terrace, Redback Terrace. 3 Non Operated: Waitsia, Senecio, Synaphea, Irwin. ADDITIONAL COMMENTS OIL (kbbl) – – – – 3,070 505 – – – – 3,575 OIL (kbbl) – – 560 – 4,039 255 111 – – 305 5,270 159 TOTAL (PJe) 3,160 – – 434 (323) 3,271 111 4 3P (PJe) 211 59 59 – 206 57 31 354 – 227 1,204 2C (PJe) 108 34 99 56 381 45 1 483 – 23 1,229 Beetaloo A material contingent resource announcement of 6.6 Tscf (gross) or 2.3 Tscf (net) for the Beetaloo Basin was provided on 15 February 2017 to the ASX Ironbark Ironbark (unconventional) 3P reserves decreased by 77 PJe to 635 PJe and 2C increased by 3 PJe to 332 PJe. These changes are due to updated regional permeability mapping 160 ANNUAL RESERVES REPORT AUSTRALIA PACIFIC LNG RESERVES AND RESOURCES Netherland, Sewell & Associates, Inc. (NSAI) has audited and prepared a consolidated report of the reserves and resources held by Australia Pacific LNG. The reserves and resources estimates for each property in this report have either been independently prepared by NSAI or prepared by Origin and audited by NSAI. The reserves and resources data are based on technical, commercial and operational information provided by Origin on behalf of Australia Pacific LNG. Table 9 provides 1P, 2P and 3P reserves and 2C resources for Australia Pacific LNG (100 per cent) and Table 10 shows Origin’s 37.5 per cent interest in these Australia Pacific LNG reserves and resources. Table 9: Reserves/resources held by APLNG (100% share) RESERVES/RESOURCE CLASSIFICATION (PJE) 30/06/16 ACQUISITION/ DIVESTMENT NEW BOOKING/ DISCOVERY PRODUCTION REVISIONS/ EXTENSIONS 1P (proven) 2P (proven plus probable) 3P (proven plus probable plus possible) 2C (best estimate contingent resources) 7,089 13,529 14,935 3,026 – – – – – – – – (610) (610) (610) – 1,037 (375) (944) 930 30/06/17 7,518 12,545 13,382 3,956 Table 10: Reserves/resources held by Origin (37.5% in Apling) RESERVES/RESOURCE CLASSIFICATION (PJE) 1P (proven) 2P (proven plus probable) 3P (proven plus probable plus possible) 2C (best estimate contingent resources) 30/06/16 ACQUISITION/ DIVESTMENT NEW BOOKING/ DISCOVERY PRODUCTION REVISIONS/ EXTENSIONS 30/06/17 2,659 5,073 5,601 1,135 – – – – – – – – (229) (229) (229) – 389 (141) (354) 349 2,819 4,704 5,018 1,483 The 1,037 PJe increase in Australia Pacific LNG (100 per cent share) 1P excluding production is due to development drilling. The 375 PJe decrease in Australia Pacific LNG (100 per cent share) 2P excluding production is due to downward revision of recovery in low permeability areas. The 944 PJe decrease in Australia Pacific LNG (100 per cent share) 3P excluding production is due to reclassification of 3P to 2C contingent resources and downward revision in recovery in low permeability areas. The 930 PJe increase in Australia Pacific LNG (100 per cent share) 2C is due to reclassification from reserves. There are a number of appraisal activities presently ongoing that if successful will convert some of the resources to reserves. Australia Pacific LNG is now focused on exploration and appraisal activities to identify and mature resources to reserves with active exploration and appraisal drilling, technology trials and cost saving initiatives. ANNUAL RESERVES REPORT 161 NOTES RELATING TO THE RESERVES REPORT a. Methodology regarding Reserves and Resources The Reserves Report has been prepared to be consistent with the Petroleum Resources Management System (PRMS) 2007 published by Society of Petroleum Engineers (SPE). This document may be found at the SPE website: spe.org/industry/docs/Petroleum_Resources_ Management_System_2007.pdf. Additionally, this Reserves Report has been prepared to be consistent with the ASX reporting guidelines. For all assets Origin reports reserves and resources consistent with SPE guidelines as follows: proved reserves (1P); proved plus probable reserves (2P); proved plus probable plus possible reserves (3P); best estimate contingent resource (2C). Reserves must be discovered, recoverable, commercial and remaining. The conventional (non-CSG) reserves estimates are prepared by employees who are qualified petroleum reserves and resource evaluators working in each of our assets utilising an Origin approved Reserves and Resources Process. RISC Operations Pty Ltd (RISC) has performed an independent audit of Origin Energy’s estimates of reserves and contingent resources for the Lattice Energy assets as listed in this report and believe these reserves and resources estimates to be reasonable and have been prepared in accordance with the standards, definitions and guidelines contained within the Petroleum Resources Management System (PRMS) and generally accepted petroleum engineering and evaluation principles as set out in the SPE Reserves Auditing Standards. RISC consents to being named in this report. The CSG reserves and resources held within Australia Pacific LNG’s properties have either been independently prepared by NSAI or prepared by Origin and audited by NSAI. An independent assessment of our CSG reserves and resources within ATP 788 (Ironbark) permit has been undertaken by NSAI. Origin does not intend to report Prospective or Undiscovered Resources as defined by the SPE in any of its areas of interest on an ongoing basis. b. Economic test for reserves The assessment of reserves requires a commercial test to establish that reserves can be economically recovered. Within the commercial test, operating cost and capital cost estimates are combined with fiscal regimes and product pricing to confirm the economic viability of producing the reserves. In the case of oil, condensate and LPG, forward estimates of prices are used in line with the forward curves available through various international benchmarking agencies, appropriately adjusted for local market conditions. Gas reserves are assessed against existing contractual arrangements, local market conditions, as appropriate. In the case of gas reserves where contracts are not in place, a forward price scenario based on monetisation of the reserves through domestic markets has been used, including power generation opportunities, direct sales to LNG and other end users and utilisation of Origin’s wholesale and retail channels to market. For CSG reserves that are intended to supply the Australia Pacific LNG CSG to LNG project, the economic test is based on internal transfer prices based on the Residual Pricing Mechanism (RPM). The RPM mechanism is used within the Petroleum Resource Rent Tax (PRRT) regime to determine an appropriate transfer price for integrated gas to liquids projects. RPM applies the same rate of return to the upstream and downstream businesses of the Australia Pacific LNG project, and divides residual profit equally between the businesses. The residual profit is a function of the upstream “cost plus” and the downstream “net back” prices. The residual price is exposed to changes in the supply/demand balance in the market through the oil price-linked LNG contract, as well as other market forces through the long term bond rate. c. Reversionary Rights The CSG interests that Australia Pacific LNG acquired from Tri-Star in 2002 are subject to reversionary rights. If triggered, these rights will require Australia Pacific LNG to transfer back to Tri-Star a 45 per cent interest in those CSG interests for no additional consideration. Origin has assessed the potential impact of these reversionary rights based on economic tests consistent with the reserves and resources referable to the CSG interests and based on that assessment does not consider that the existence of these reversionary rights impacts the reserves and resources quoted in this report. Tri-Star has commenced proceedings against Australia Pacific LNG claiming that reversion has occurred. Australia Pacific LNG denies that reversion has occurred and is defending the claim. 162 ANNUAL RESERVES REPORT d. Information regarding the preparation of this Reserves Report The internationally recognised petroleum consultant NSAI has prepared assessments of the reserves and resources for the Ironbark asset. The CSG reserves and resources held within Australia Pacific LNG’s properties have either been independently prepared by NSAI or prepared by Origin and audited by NSAI. All assessments are based on technical, commercial and operational data provided by Origin on behalf of Australia Pacific LNG. The statements in this Reserves Report relating to reserves and resources as of 30 June 2017 for Australia Pacific LNG and the Ironbark asset are based on information in the NSAI reports dated 26 July 2017 and 5 July 2017, respectively. The data has been compiled by Mr. Dan Paul Smith, a full-time employee of NSAI. Mr. Dan Paul Smith has consented to the statements based on this information, and to the form and context in which these statements appear. The statements in this Reserves Report relating to reserves and resources for other assets have been compiled by Andrew Mayers, a full-time employee of Origin. Andrew Mayers is a qualified reserves and resources evaluator and has consented to the form and context in which these statements appear. e. Rounding Information on reserves is quoted in this Reserves Report rounded to the nearest whole number. Some totals in tables in this Reserves Report may not add due to rounding. Items that round to zero are represented by the number 0, while items that are actually zero are represented with a dash “-”. f. Abbreviations bbl Bscf CSG kbbls ktonnes mmboe PJ PJe Tscf Barrel Billion standard cubic feet Coal seam gas Kilo barrels = 1,000 barrels Kilo tonnes = 1,000 tonnes Million barrels of oil equivalent Petajoule = 1 x 1015 joules Petajoule equivalent Trillions of standard cubic feet of gas g. Conversion Factors for PJe Crude oil Condensate LPG CSG 0.00583 PJ/kbbls = 5.83 PJ/mmboe 0.00541 PJ/kbbls 0.0493 PJ/ktonnes 1.038 PJ/Bscf h. Reference Point Reference points for Origin’s petroleum reserves and contingent resources are defined points within Origin’s operations where normal exploration and production business ceases, and quantities of the produced product are measured under defined conditions prior to custody transfer. Fuel, flare and vent consumed to the reference points are excluded. i. Preparing and Aggregating Petroleum Resources Petroleum reserves and contingent resources are typically prepared by deterministic methods with the support from probabilistic methods. Petroleum reserves and contingent resources are aggregated by arithmetic summation by category and as a result, proved reserves may be a conservative estimate due to the portfolio effects of the arithmetic summation. Proved plus probable plus possible may be an optimistic estimate due to the same aforementioned reasons. j. Methodology and Internal Controls The reserves estimates undergo an assurance process to ensure that they are technically reasonable given the available data and have been prepared according to our reserves and resources process, which includes adherence to the PRMS Guidelines. The assurance process includes peer reviews of the technical and commercial assumptions. The annual reserves report is reviewed by management with the appropriate technical expertise, including Chief Petroleum Engineer and Integrated Gas General Managers. ANNUAL RESERVES REPORT 163 k. Qualified Petroleum Reserves and Resources Evaluators The material presented in this report is based on, and fairly represents, information and supporting documentation prepared by, or under the supervision of the listed qualified reserves and resources evaluators. These individuals have consented to the statements based on this information, and to the form and context in which these statements appear. NAME Andrew Mayers Chung Chen Samantha Phillips Ian Meynink Rod Trubshaw Graham Sutherland Simon Smith Alistair Jones Reneke van Soest Julie Moriarty Alexander Cote Sarah Bishop Alan Mourgues Petrina Weatherstone Arvo Nagel Pedro Paris Jocelyn Young David MacDougal Nick Allen Rowan Wilson EMPLOYER PROFESSIONAL ORGANISATION* Origin Energy (Chief Petroleum Engineer) SPE, APEGA, RPEQ Origin Energy Origin Energy Origin Energy Origin Energy Origin Energy Origin Energy Origin Energy Origin Energy Origin Energy Origin Energy Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) Origin Energy (Lattice Energy) SPE, EA, RPEQ SPE, EA, APEGA, RPEQ SPE, EA, RPEQ SPE, RPEQ SPE, EA, RPEQ SPE, EA, RPEQ SPE, EA SPE SPE SPE, APEGA, EA SPE, EA, RPEQ SPE, EA, RPEQ SPE SPE SPE SPE SPE SPE SPE Notes to table * SPE: Society of Petroleum Engineers; AAPG: American Association of Petroleum Geologists; APEGA: The Association of Professional Engineers and Geoscientists of Alberta; EA: Engineers of Australia; RPEQ: Board of Professional Engineers Queensland; RPEQ: Registered Professional Engineer of Queensland. 164 FIVE YEAR FINANCIAL HISTORY FIVE YEAR FINANCIAL HISTORY A reconcilation between statutory and underlying profit measures can be found in note A1 of the Origin Consolidated Financial Statements INCOME STATEMENT ($M) Total external revenue UNDERLYING: EBITDA Depreciation and amortisation expense Share of interest, tax, depreciation and amortisation of equity accounted investees3 EBIT Net financing costs Income tax expense Non-controlling interests Segment result and underlying consolidated profit Impact of items excluded from segment result and underlying consolidated profit net of tax STATUTORY: Profit attributable to members of the parent entity STATEMENT OF FINANCIAL POSITION ($M) Total assets Net debt/(cash) Shareholders’ equity – members/parent entity interest Adjusted net debt/(cash)4 Shareholders’ equity – total CASH FLOW Net cash from operating and investing activities – total operations ($m) Key ratios Statutory basic earnings per share (cents)5 Underlying basic earnings per share (cents)5 Total dividend per share (cents) Net debt to net debt plus equity (adjusted) (%)4 UNDERLYING EBITDA BY SEGMENT ($M) Energy Markets Integrated Gas6 Contact Energy Corporate GENERAL INFORMATION Number of employees (Excluding Contact Energy) Weighted average number of shares5 INTEGRATED GAS 2P reserves (PJe)7 Product sales volumes (PJe) Natural gas and ethane (PJ) Crude oil (kbbls) Condensate/naphtha (kbbls) LPG (kt) Production volumes (PJe) ENERGY MARKETS Generation (MW) – owned Generation dispatched (TWh) Number of customers (‘000) Electricity Natural gas LPG Electricity (TWh)8 Natural gas (PJ)9 LPG (Kt) 20171 14,107 2,530 (477) (925) 1,128 (296) (279) (3) 550 (2,776) 20161,2 12,174 1,696 (624) (296) 776 (109) (286) (16) 365 (993) 20151 14,147 2014 14,518 2013 14,747 2,149 (807) (62) 1,280 (169) (349) (80) 682 (1,340) 2,139 (732) (54) 1,353 (192) (342) (106) 713 (183) 2,181 (695) (48) 1,438 (255) (339) (84) 760 (382) (2,226) (628) (658) 530 378 25,199 8,398 11,396 8,111 11,418 28,905 9,470 14,039 9,131 14,060 33,367 13,273 12,723 13,102 14,159 30,941 9,134 13,444 9,146 15,129 1,378 1,215 (2,081) (1,087) (126.9) 31.3 0 42 1,492 1,104 – (66) (39.8) 23.2 10 39 1,330 386 61 (81) (52.1) 54.0 50 48 1,260 498 487 (96) 42.1 56.7 50 38 1,053 570 533 (17) 29,589 6,808 13,283 7,037 14,794 127 30.3 60.8 50 32 1,333 455 435 (42) 5,894 5,658 1,754,489,221 1,578,213,157 1,263,960,708 1,255,157,889 1,246,975,013 6,922 6,701 5,811 5,788 334 163 1,209 1,615 144 323 6,011 20.295 4,210 2,716 1,112 382 39.7 187.9 448 6,277 228 168 1,629 1,403 127 232 6,011 20.10 4,217 2,741 1,089 387 38.1 167.1 457 6,260 154 128 1,754 1,581 147 148 5,994 19.94 4,266 2,801 1,083 382 37.3 134.7 415 6,473 153 123 2,036 1,843 160 142 6,010 17.20 4,295 2,876 1,036 383 39.1 96 386 6,201 133 110 1,462 1,548 113 123 5,930 15.70 4,293 2,917 998 378 – – 437 FIVE YEAR FINANCIAL HISTORY 165 Includes discontinued operations and assets held for sale unless stated otherwise. 1 2 Certain amounts above have been restated to reflect adjustments as noted in Note F12 of the consolidated financial statements. 3 Origin discloses its equity accounted results in two lines: ‘share of EBITDA of equity accounted investees,’ included in EBITDA; and ‘share of interest, tax, depreciation and amortisation of equity accounted investees,’ included between EBITDA and EBIT. 4 Total current and non-current interest-bearing liabilities only, less cash and cash equivalents, less fair value adjustments on foreign exchange hedging transactions. 5 Prior period adjusted for the bonus element (discount to market price) of the September 2015 rights issue. 6 The Integrated Gas segment combines the former Exploration & Production and Australia Pacific LNG segments, as announced in August 2015. 7 8 FY2015 and FY2014 were restated to better reflect the recognition of volumes, revenues and costs associated with feed-in volumes from solar customers with no impact on Includes Origin’s share of Australia Pacific LNG reserves. Shareholding was 42.5 per cent at 30 June 2012 and post-Sinopec completion on 12 July 2012 was 37.5 per cent. 9 gross profit. Comparable figures for FY2013 are not available. Includes external volumes sold. Osborne gas sales were reclassified as internal due to new operational agreement. As a result, FY2015 and FY2014 external sales volumes, revenues and costs were revised with no impact on gross profit. Comparable figures for FY2013 are not available. 166 GLOSSARY AND INTERPRETATION GLOSSARY AND INTERPRETATION FINANCIAL MEASURES STATUTORY FINANCIAL MEASURES Statutory Financial Measures are measures included in the Financial Statements for the Origin Consolidated Group, which are measured and disclosed in accordance with applicable Australian Accounting Standards. Statutory Financial Measures also include measures that have been directly calculated from, or disaggregated directly from financial information included in the Financial Statements for the Origin Consolidated Group. TERM MEANING Statutory Profit/Loss Net profit/loss after tax and non-controlling interests as disclosed in the Income Statement of the Origin Consolidated Financial Statements. Statutory earnings per share Statutory profit divided by weighted average number of shares. Cash flows from operating activities Statutory cash flows from operating activities as disclosed in the Cash Flow Statement of the Origin Consolidated Financial Statements. Cash flows used in investing activities Statutory cash flows used in investing activities as disclosed in the Cash Flow Statement of the Origin Consolidated Financial Statements. Cash flows from financing activities Statutory cash flows from financing activities as disclosed in the Cash Flow Statement of the Origin Consolidated Financial Statements External revenue Net Debt Non-controlling interest Revenue after elimination of intersegment sales on consolidation as disclosed in the Income Statement of the Origin Consolidated Financial Statements Total current and non-current interest bearing liabilities only, less cash and cash equivalents. Economic interest in a controlled entity of the consolidated entity that is not held by the Parent entity or a controlled entity of the consolidated entity. Statutory net financing costs Interest expense net of interest income as disclosed in the Origin Consolidated Financial Statements. NON-IFRS FINANCIAL MEASURES This document includes certain Non-IFRS Financial Measures. Non-IFRS Financial Measures are defined as financial measures that are presented other than in accordance with all relevant Accounting Standards. Non-IFRS Financial Measures are used internally by management to assess the performance of Origin’s business, and to make decisions on allocation of resources. The Non-IFRS Financial Measures have been derived from Statutory Financial Measures included in the Origin Consolidated Financial Statements, and are provided in this report, along with the Statutory Financial Measures to enable further insight and a different perspective into the financial performance, including profit and loss and cash flow outcomes, of the Origin business. The principle non-IFRS profit and loss measure of Underlying Profit has been reconciled to Statutory Profit in Section 2.2. The key Non-IFRS Financial Measures included in this report are defined below. TERM Current period Electricity& Natural Gas cost to serve restatement Items excluded from Underlying Profit MRCPS elimination adjustment Prior period Total Segment Revenue MEANING Year ended 30 June 2017. The period ending 30 June 2016 has been restated to reflect the following changes to Electricity and Natural Gas cost to serve: – Other income (relating to late payment fees) included as an offset, previously recognised in Electricity and Natural Gas gross profit; and – HSE, procurement, solar marketing costs and corporate recharges reallocated to Electricity gross profit, LPG and Solar & Energy Services. Items that do not align with the manner in which the Managing Director reviews the financial and operating performance of the business which are excluded from Underlying Profit. Items excluded from Underlying Profit are categorised as: Fair value and foreign exchange movements – reflecting the impact of mark to market movements on financial assets and liabilities from period to period. LNG related items before revenue recognition – primarily comprising net financing costs incurred (but unable to be capitalised) in funding Origin’s investment in Australia Pacific LNG which relate to the period prior to revenue recognition for each of the two LNG Trains. Disposals, impairments and business restructuring – reflecting the impact of actions and decisions to dispose, acquire, revalue or restructure the company’s assets and business operations. The interest on MRCPS was capitalised by Australia Pacific LNG prior to commencement of revenue recognition. As the project is now operational, previously capitalised interest is being unwound through depreciation. The proportion of the unwind attributable to Origin’s share is eliminated as Origin had previously eliminated the impact of the capitalised interest through the equity investment balance. Year ended 30 June 2016. Total revenue for the Energy Markets, Integrated Gas, Contact Energy and Corporate segments, including inter-segment sales, as disclosed in note A1 of the Origin Consolidated Financial Statements. GLOSSARY AND INTERPRETATION 167 TERM Underlying Profit MEANING Underlying net profit after tax and non-controlling interests as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying earnings per share Underlying profit/loss divided by weighted average number of shares. Underlying average interest rate Underlying interest expense for the current period divided by Origin’s average drawn debt during the current period (excluding funding related to Australia Pacific LNG). Underlying EBITDA Underlying depreciation and amortisation Underlying EBIT Underlying earnings before underlying interest, underlying tax, underlying depreciation and amortisation (EBITDA) as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying depreciation and amortisation as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying earnings before underlying interest and underlying tax (EBIT) as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying income tax expense Underlying income tax expense as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying net financing costs Underlying interest expense net of interest income as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying profit before tax Underlying profit before tax as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying share of ITDA Underlying ROCE Gross Profit Adjusted Net Debt Non-cash fair value uplift The Group’s share of underlying interest, underlying tax, underlying depreciation and underlying amortisation (ITDA) of equity accounted investees as disclosed in note A1 of the Origin Consolidated Financial Statements. Underlying ROCE is calculated as Adjusted EBIT / Average Capital Employed. – Average Capital Employed = Shareholders Equity + Origin Debt + Origin’s Share of Australia Pacific LNG project finance - Non-cash fair value uplift + net derivative liabilities. The average is a simple average of opening and closing in any year. – Adjusted EBIT = Origin Underlying EBIT and Origin’s share of Australia Pacific LNG Underlying EBIT + Dilution Adjustment = Statutory Origin EBIT adjusted to remove the following items: a) Items excluded from underlying earnings; b) Origin’s share of Australlia Pacific LNG underlying interest and tax; and c) the depreciation of the Non-cash fair value uplift adjustment. – In contrast, for remuneration purposes Origin’s statutory EBIT is adjusted to remove Origin’s share of Australia Pacific LNG statutory interest and tax (which is included in Origin’s reported EBIT) and certain items excluded from underlying earnings. Gains and losses on disposals and impairments will only be excluded subject to Board discretion. The Remuneration Report provides specific details. Revenue less cost of goods sold. Net Debt adjusted to remove fair value adjustments on hedged borrowings. Reflects the impact of the accounting uplift in the asset base of Australia Pacific LNG of $1.9 billion which was recorded on the creation of Australia Pacific LNG and subsequent share issues to Sinopec. This balance will be depreciated in Australia Pacific LNG’s income statement on an ongoing basis and, therefore, a dilution adjustment is made to remove this depreciation. The non-cash fair value uplift adjustments are disclosed and explained in Note E1.2 of the financial statements. TRIFR Total Recordable Incident Frequency Rate. NON-FINANCIAL TERMS TERM 1P reserves 2P reserves 3P reserves 2C resources Boe Capacity factor MEANING Proved Reserves are those reserves which analysis of geological and engineering data can be estimated with reasonable certainty to be commercially recoverable. There should be at least a 90 per cent probability that the quantities actually recovered will equal or exceed the estimate. The sum of Proved plus Probable Reserves. Probable Reserves are those additional reserves which analysis of geological and engineering data indicate are less likely to be recovered than Proved Reserves but more certain than Possible Reserves. There should be at least a 50 per cent possibility that the quantities actually recovered will equal or exceed the best estimate of Proved plus Probable Reserves (2P). Proved plus Probable plus Possible Reserves. Possible Reserves are those additional Reserves which analysis of geological and engineering data suggest are less likely to be recoverable than Probable Reserves. The total quantities ultimately recovered from the project have at least a 10 per cent probability of exceeding the sum of Proved plus Probable plus Possible (3P), which is equivalent to the high estimate scenario. The best estimate quantity of petroleum estimated to be potentially recoverable from known accumulations by application of development oil and gas projects, but which are not currently considered to be commercially recoverable due to one or more contingencies. The total quantities ultimately recovered from the project have at least a 50 per cent probability to equal or exceed the best estimate for 2C contingent resources. Barrel of oil equivalent A generation plant’s output over a period compared with the expected maximum output from the plant in the period based on 100 per cent availability at the manufacturer’s operating specifications. 168 GLOSSARY AND INTERPRETATION TERM Discounting MEANING For Energy Markets, discounting refers to offers made to customers at a reduced price to the published tariffs. While a customer bill comprises a fixed and a variable portion, Origin’s discounts only apply to the variable portion. In some cases, these discounts are conditional, such as requiring direct debit payment or on-time payments. Equivalent reliability factor Equivalent reliability factor is the availability of the plant after scheduled outages. FEED GJ GJe Joule kT kW kWh Mtpa MW MWh NPS Oil Forward Sale Agreements PJ PJe Ramp gas Tscf TW TWh Watt Front End Engineering Design Gigajoule = 109 joules Gigajoules equivalent = 10-6 PJe Primary measure of energy in the metric system. Kilo tonnes = 1,000 tonnes Kilowatt = 103 watts Kilowatt hour = standard unit of electrical energy representing consumption of one kilowatt over one hour. Million tonnes per annum Megawatt = 106 watts Megawatt hour = 103 kilowatt hours Net Promoter Score (NPS) is a measure of customers’ propensity to recommend Origin to friends and family Agreements to sell a portion of future oil and condensate production from July 2015 for 72 months at prices linked to the oil forward pricing curve at the agreement date. The cash proceeds were received upfront in the 2013 financial year at a locked-in price of $62.40/bbl. Petajoule = 1015 joules Petajoules equivalent = an energy measurement Origin uses to represent the equivalent energy in different products so the amount of energy contained in these products can be compared. The factors used by Origin to convert to PJe are: 1 million barrels crude oil = 5.8 PJe; 1 million barrels condensate = 5.4 PJe; 1 million tonnes LPG = 49.3 PJe; 1 TWh of electricity = 3.6 PJe. Short term Queensland gas supply as upstream assets associated with CSG-to-LNG projects gradually increase production in advance of first LNG Trillions of standard cubic feet of gas Terawatt = 1012 watts Terawatt hour = 109 kilowatt hours A measure of power when a one ampere of current flows under one volt of pressure. INTERPRETATION All comparable results reflect a comparison between the current period and the prior period ended 30 June 2016, unless specifically stated otherwise. A reference to APLNG or Australia Pacific LNG is a reference to Australia Pacific LNG Pacific LNG Pty Limited in which Origin holds a 37.5 per cent shareholding. Origin’s shareholding in Australia Pacific LNG is equity accounted. A reference to $ is a reference to Australian dollars unless specifically marked otherwise. All references to debt are a reference to interest bearing debt only. Individual items and totals are rounded to the nearest appropriate number or decimal. Some totals may not add down the page due to rounding of individual components. When calculating a percentage change, a positive or negative percentage change denotes the mathematical movement in the underlying metric, rather than a positive or a detrimental impact. Percentage changes on measures for which the numbers change from negative to positive, or vice versa, are labelled as not applicable. DIRECTORY ORIGIN ENERGY LIMITED REGISTERED OFFICE Level 45, Australia Square 264–278 George Street Sydney NSW 2000 GPO Box 5376 Sydney NSW 2001 T (02) 8345 5000 F (02) 9252 9244 SECRETARIES Andrew Clarke Helen Hardy SHARE REGISTRY Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 GPO Box 3993 Sydney NSW 2001 T Australia 1300 664 446 T F (02) 9279 0664 International (+61 2) 8016 2896 www.boardroomlimited.com.au origin@boardroomlimited.com.au AUDITOR KPMG Further information about Origin’s performance can be found at: www.originenergy.com.au Shareholders can contact Origin at: shareholder.enquiries@originenergy.com.au Shareholders wishing to receive their shareholder communications electronically, including annual reports, notices of meetings and dividend statements and other company related information should contact the share registry.

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